Page 96 - Microsoft Word - One-Report-Eng 2024 Final.docx

Tycoons Worldwide Group (Thailand) Plc.

7. Corporate governance and responsibility, the company and KDB Co., Ltd., shall arrange
appropriate and effective as well as compact internal control system, risk management system,
anti-corruption and dishonest system to ensure; that the company and KDB Co., Ltd., have operated
business in compliance with policies, rule of the company, laws, and good corporate governance
guideline of the listed company as well as relating regulations issued by

Thai Capital Market Supervisory Board, the Securities and Exchange Commission Thailand
and the Stock Exchange of Thailand.
8. The Board of Directors of the company shall supervise the related party transaction
between the company and KDB Co., Ltd., in accordance to Laws of Securities and other laws. The
Board of Directors shall disclose information in accordance to regulations of the Stock Exchange of
Thailand and also regulations of other relating sectors. The Company will place measurement for
strictly compliance by KDB Co., Ltd.

9. The clear working system shall be completely arranged by December 2021, to show the
constant, and trustworthy adequate system of KDB Co., Ltd., in disclosure of substantial transaction
information in accordance with the regulations as well as having a channel for Directors of the
Company and executive officer of the company to retrieve information of KDB Co., Ltd. Therefore,
they are able to efficiently follow up and monitor the operation and financial status of related party
transaction between KDB Co., Ltd., and Directors of the company, and executive officer, as well as
substantial transaction of KDB Co., Ltd. Furthermore, there should be an inspection mechanism of
the mentioned system in KDB Co., Ltd., independent Directors, Inspection Directors, and internal
Auditor of the company are able to access into the information directly. There should also be an
inspection report of the mentioned mechanism to Directors of the company, Inspection Directors,
and executive officers of the company to ensure; that KDB Co., has constantly complied with
arranged working system.

10. There should be a representative Director of the company and expert Directors in real
estate field, to work in KDB Co., Ltd., for decision making process on business of the company. The
expert Directors in real estate business has a sole discretion, when there is a conflict of opinion
among Directors.

2. Fastbolt International Pte. Ltd
The structure of joint venture with Fastbolt International Pte. Ltd. is a Conflict of Interest, due to
TGI holds more than 10% of the shares. The reason for the forming this investment structure is
for the benefits that TYCN will receive from the joint venture are as follow:

1. The products that Fastbolt International Pte. Ltd. buys, if they are the products that TYCN
manufactures, they will mainly buy from TYCN, which will benefit TYCN by being able to sell more
products to increase sales volume and have more profits
2. TGI is a holding company. There is no production and distribution assembly activities.
Therefore, it will not be a competitor to TYCN.
3. TYCN shall participate in the board of directors on an equal voting basis with TGI,
enabling TYCN to create opportunities to expand and expand TYCN's merchandising market to EU
and Chinese countries through Fastbolt International Pte. Ltd. and Fastbolt Group.

85