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Tycoons Worldwide Group (Thailand) Plc.
4. The Board of Directors and Auditing Committee shall supervise the connected
transactions between the Company and Fastbolt International Pte. Ltd. which shall comply with
relevant regulations and rules of the Capital Market Supervisory Board, the Securities and Exchange
Commission of Thailand and Securities and Exchange of Thailand, and also to comply with the
accounting standard and disclose the transactions on the remarks in the financial statement and on
the yearly information report ( Form 56-1 One Report ). The company will have measures for Fastbolt
International Pte. Ltd. to strictly follow.
5. In case of having transactions between them in particular, commercial transactions that
are normal business and/ or support normal business must be done with commercial agreement
and trade conditions in the manner that ordinary people should act with independent contractors in
the same situation. With the power to negotiate the trade without influence (Arm’s Length basis) and
prepare a summary of such transactions to report to Audit Committee and Board of Directors for
acknowledgment.
6. Other connected transactions which are not normal business transactions, must be
presented to Audit Committee to consider and give opinions on the necessity of the entering the
transactions to ensure that such transactions are reasonable based on business benefits and
highest benefit to company including price appropriateness and conditions prior to transaction.
Such connected transaction would be carried out as per connected transaction according to the
stock Exchange of Thailand, The Security Exchange Commission Office and as specified by the
Company.
3. Green Engineering Holding Co., Ltd.
Due to the investment in Green Engineering Holding Co., Ltd., this company shall be considered a
subsidiary. And considering the shareholding structure in Green Engineering Holding Co., Ltd., TYCN
is considered to have a conflict of interest because Tycoon Group Enterprise Co., Ltd (TGE), the parent
company, holds more than 10% of the company's shareholder. In this regard, the company shall take
various measures to prevent the occurrence of Conflict of Interest as follows:
1. Disclose and submit information of its interests and related persons to the Board of Directors
in order to know the relationship and transactions with the Company and Green Engineering Holding
Co., Ltd. in a manner that may cause a conflict of interest immediately prior to the transaction. The
Company's Secretary the Company is responsible for conducting a survey of stakeholder transactions
at the end of every year. The survey shall include executives, employees, or any related persons, and
present information to the Audit Committee.
2. Avoid connected transactions between the Company and Green Engineering Holding Co.,
Ltd. that may cause a conflict of interest which is contrary to the interests of the Company or such
transaction may generate benefits to some personal, if it is necessary to make a connected transaction.
Such transaction shall strictly comply with the rules regarding the connected transactions as
prescribed by the Securities and Exchange Commission and the Stock Exchange of Thailand.
3. Directors and shareholders of the Company, stakeholders must not participate in expressing
opinions and approving matters in which they have a direct or indirect conflict of interest.
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