Page 148 - CRC_One Report 2021_EN

Business Overview and Performance Corporate Governance Financial Statements Enclosure

In case of Undertaking Future Retail Business Opportunities which have
Similar Nature of Business and May Compete with the Company (Flagship)

In case that the Board of Directors has a resolution to invest (including partially) in retail business opportunities
which may be of the same nature as our business and may compete with our business, the Company shall disclose
information through the SET Portal system of the Stock Exchange of Thailand 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). Nevertheless, if the Board of Directors has a resolution not to invest or
wishes to invest partially in such business, the Company shall disclose information through the SET Portal system
of the Stock Exchange of Thailand in case HCDS chooses to invest in such business, whether fully or partially.
The information shall include statements on declining to invest, including partially, opinions of the Audit Committee
and Board of Directors, details, conditions and impact from HCDS’s investment under conditions the disclosure
information will not damage the Company, HCDS, or relevant outside parties, and/or under a confidentiality
agreement with HCDS as HCDS enters into the agreement to invest in such business (if any) or a confidentiality
agreement of the Company due to investment in such business (if any); the information will be disclosed shortly
after the end of the confidentiality agreements. In addition, the Company shall disclose information on investment in
retail business opportunities which may be of the same nature as our business and may compete with our business
as well as statements on declining to invest or partial investment in case HCDS chooses to invest in such business,
whether fully or partially, in the Annual Registration Statements and annual reports. The disclosed information will
include a number of the Board of Directors’ meeting for a resolution to invest or decline to invest (in case of declining
to invest or partial investment in case HCDS chooses to invest in such business, the Company shall include reasons
for such case) and the scale of the transaction under conditions and limitations on the disclosure of such information.
In addition, in case the Company declines on an investment offer as granted right by the agreement and HCDS
chooses to invest, HCDS shall grant the right to acquire all of the businesses from HCDS on a later date to the
Company as described below:

(1) If it is a transaction within 90 days after HCDS has granted Central Retail the right to acquire such business with
prices equivalent to the cost of investment of HCDS in the retail businesses plus interest at the averaged Minimum
Loan Rate (MLR) of the top four commercial banks in Thailand per annum on the date of HCDS’s investment.

(2) If the purchase occurs after 90 days after HCDS has invested in such business, HCDS shall grant the right to
acquire such business at a price which the parties will agree in good faith for the transaction to Central Retail.

HCDS shall notify Central Retail when HCDS wishes to sell such business to other buyers before the final decision.

In case of Undertaking with respect to Premium Offshore Department Stores
and JD-Central Businesses

The Company shall disclose exercising and refusing of rights for premium offshore department stores and JD Central
as per the exercise of rights agreement through the SET Portal agreement of the Stock Exchange of Thailand 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 disclosed information will include assets
under rights, exercising or refusing of rights, and opinions of the audit committee and Board of Directors regarding the
exercising or refusing of rights under conditions which may not damage the Company, HCDS, or relevant outside parties,
and/or under a confidentiality agreement with HCDS, and/or subsidiaries of HCDS entering into the agreement to
invest in such business (if any); the information will be disclosed shortly after the end of the confidentiality agreements.
In addition, the Company shall disclose all information regarding exercising and refusing of rights in Annual
Registration Statements and annual reports under conditions and limitations on the dissemination of such information.

The reasons HCDS still operates and owns retail-related assets through holdings and/or business or asset
management, directly and indirectly, can be summarized as follows
148 Annual Report 2021 (Form 56-1 One-Report)