Page 146 - CRC_One Report 2021_EN

Business Overview and Performance Corporate Governance Financial Statements Enclosure

1.3.2 Person that have conflict of interest that holding shares more than
10% in subsidiaries and associates
-None-

1.3.3 Relationship with Business Corporation of Major Shareholders

One of many reasons which help Central Retail becomes the leading multi-format and multi-category retailer
in Thailand and abroad and the pioneer of omni-channel retailing in the country is the contribution from HCDS,
a major shareholder (as at 31 December 2021, HCDS held the Company’s share at 35.06% of total paid-up shares),
and its subsidiaries through certain corporate services with respect to management, finance and accounting and
legal services, and including certain aspects of our human resources and other functions. Central Retail has also
joined loyalty programs for The 1 membership of The 1 Central Co., Ltd. (a subsidiary of HCDS) which owns and
manages the loyalty programs.

In addition, HCDS has been providing business benefits, for example, granting the Company an exclusive right to
use the trademark and servicemark including the “Central” Trademarks for retail business of Central Retail for 10
years since the first trading day of the Company, and provided for an additional ten year renewable period under
conditions stating that the Company still retains the status as a listed company of the Stock Exchange of Thailand:
(1) HCDS and/or its directors, executives or controlling persons, and/or their respective related persons, hold, directly
or indirectly, at least 10% of our outstanding shares, or (2) HCDS is our controlling person. If HCDS terminate the
agreement, it will come into effect in 3 years after the Company has acknowledged the termination. HCDS also
granted the right to acquire retail business of HCDS in many formats, for example, KaDeWe, Oberpollinger and
Alsterhaus department stores in Germany, the ILLUM department store in Denmark and the Central Department
Store in Indonesia, to the Company before HCDS can offer such business to other buyer (right of first refusal)
at the prices and on conditions not more favour than what HCDS received from outside parties. Central Retail was
also granted right to acquire the department store businesses at prices and on conditions which the parties will
agree in good faith (call option). Moreover, HCDS granted the right to acquire JD Central to Central Retail before
other buyer in case HCDS decides to sell the business to other buyer at the same price and on the same conditions
(according to the conditions in the relevant joint venture agreement) to prevent potential conflicts of interest in the
future, although the department store businesses in the countries and JD Central are not considered competing
businesses of the Company as Central Retail does not operate any department store in the said countries and
JD Central has nature of business which focuses on Pure-play E-commerce, different from the omni-channel format
of Central Retail.

For similar retail opportunities in the future which may compete with the Company’s business, HCDS has designated
Central Retail as the flagship company for the multi-format and multi-category retail business operations in Thailand
and abroad, subject to the terms and conditions in the relevant agreements. Under certain policy, HCDS shall
not invest in retail businesses in Thailand and abroad, which may be of the same nature as our business and may
compete with our business, except where our Board of Directors has resolved not to invest or wished to partially invest
in such business. In such latter case, Central Retail still retain certain rights to acquire such new retail opportunity
from HCDS, subject to certain limitations. These benefits, combined with opportunities in overseas markets that come
with our global relationships, can help to further support our rapid growth and scale our business to another level.

146 Annual Report 2021 (Form 56-1 One-Report)