Page 147 - CRC_One Report 2021_EN

Business Overview and Performance Corporate Governance Financial Statements Enclosure

As for the flagship designation of Central Retail by HCDS, to ensure transparency, the Company has specified
in Charter of Board of Directors to hold a meeting to consider investment in retail businesses in the future which
may be of the same nature as our business and may compete with our business. In case the Board of Directors
passes a resolution to refrain from investment, including partial investment, for the investment opportunities due to
circumstances, for example, financial liquidity, current business plans of the Company, profitability of the business
that invest, etc., or HCDS may invest in the opportunities, whether directly or indirectly, and may compete with the
Company, solutions are as follows:

(1) Hold a Board of Directors’ meeting with a notice of the Board of Directors’ meeting clearly stating if the Board of
Directors has a resolution to refrain from investment, HCDS may invest in the business, whether directly or
indirectly, as well as stating potential effect for the Company.

(2) Hold a Board of Directors’ meeting which allows directors without conflict of interest to participate and vote
as well as inviting all independent directors without conflict of interest. If the number of directors does not meet
the quorum, directors with conflict of interest shall fill the positions until reaching the quorum. The directors with
conflict of interest are not allowed to voice opinions and vote.

In case of urgency for the interests of the Company, if any independent directors without conflict of interest
cannot attend the meeting, the absent directors are allowed to participate and vote through a telephone call
as long as it does not violate related law regarding the quorum and vote for a resolution.

(3) The Board of Directors without conflict of interest shall consider business suitability and potential impact in case
HCDS may invest in such business and compete with the Company while emphasis on rights and best interest
of the Company and all shareholders.

(4) In case the Board of Directors without conflict of interest sees it appropriate, the Board of Directors may consult
outside parties for professional opinions for further consideration.

(5) In case of urgency for business opportunities, the Board of Directors’ meeting is allowed to take place for
the consideration and the Board of Directors without conflict of interest pass a resolution and without a notice
of the Board of Directors’ meeting which requires to be sent 7 days in advance.

(6) Final decisions in this case are determined by majority votes of the attending directors without conflict of interest
who are eligible for voting. In case of a tied vote, the chairman in the meeting shall have the casting vote.

These considerations for investment are the absolute power of the Board of Directors and this duty cannot be
delegated to other committees.

The Board of Directors has considered the mechanism for exercising and refusing of rights to vote under the
exercise of rights agreements for regarding (1) offshore department stores, (2) JD Central business, and (3) retail
business opportunities in the future which may be of the same nature as our business and may compete with our
business. The Company shall operate as per considerations of the Board of Directors and the Audit Committee in
any circumstance even if such businesses and/or business opportunities under the exercise of rights agreements in
each consideration do not meet the criteria on scales which need to be approved by the Board of Directors under
criteria of acquisition or disposal of assets and/or criteria on connected transactions of the Securities and Exchange
Commission and the Stock Exchange of Thailand (case-by-case basis).

The Company shall disclose the exercising and refusing of rights under the exercise of rights agreement
to shareholders and investors as follow:

Annual Report 2021 (Form 56-1 One-Report) 147