Page 175 - CRC_One Report 2021_EN

Business Overview and Performance Corporate Governance Financial Statements Enclosure

2.2.2 Investment Risks of Securities Holders

(1) Limitation on the proportion of shareholding by foreigner prescribed
by Thai law and the Company’s regulations

The Company’s Articles of Association have limited the proportion of shares held by foreigners at 49%
of the total paid-up capital, complying with the limitation on the proportion of shares held by foreigners
prescribed by Thai law. Thereby, liquidity and market price of the offered shares may be negatively affected,
especially when the limit is reached. This is because Thai shareholders cannot transfer the shares to foreigners.
Moreover, the shareholders, and also the traders, who do not possess Thai nationality may not know beforehand
whether the shares being traded are over than the limitation, it is possible to register the share buyer into the list
of shareholders’ names, or the registrar will reject the shares transferring record or not. In this regard, the proportion
of shares held as of 31 January 2022 by foreign shareholders accounted for 14.0% of the total paid-up capital
of the Company, which was lower than that as stipulated in the Company’s Articles of Association.

(2) Risk of Significant Fluctuations in Share Prices

The Company anticipates significant fluctuation in the Company’s share price. The investor may not be able to
sell the shares with the offering price or higher. Share trading price tends to fluctuate over a wide range,
resulting from various factors including but not limited to the following factors:

• Fluctuation of anticipated or actual operating performance;
• Issuance or revision of the securities analysis or the analyst recommendations related to the Company’s
securities;
• Employment or loss of key personnel of Central Retail or the competitors;
• Announcement related to the development which promotes competitive advantage, the acquisition,
or strategic alliance establishment occurred in the industry in which the Company operates;
• Strict regulations or restrictions issued by public sector which effect the industry in which the Company operates;
• Exchange rate fluctuations;
• Current or possible lawsuits and the investigations conducted by public sectors;
• Economic and market situations or other progresses effecting Central Retail or the industry in which the Company
operates on a domestic, regional, and global level.

(3) Sales of Central Retail’s Shares by Major Shareholders may Negatively Affect
the Share Price

The future sales of Central Retail’s shares by major shareholders including HCDS and the Chirathivat family,
and huge sum of the shares held by the major shareholders, including HCDS and the Chirathivat family,
may have negative impacts on the offering price. As of 31 January 2022, the major shareholders, including HCDS
and the Chirathivat family, both directly and indirectly, accounted for approximately 74.1% of the total paid-up
capital of the Company.

The sale of shares in a significant sum by the major shareholders, including HCDS and the Chirathivat family,
or the anticipation of sale of shares in a significant summary have a negative effect on the offering price.
The Company cannot anticipate how the future sale or the sum of shares being sold will impact the market price
at the specific period. If the shares are sold on the stock market in a significant sum after this public offering or
such sale is anticipated, the market price of shares traded on the stock market may be negatively affected.
Additionally, the aforementioned sales of shares may cause the Company to face an obstacle to raising funds
through the stock market with the price and time considered appropriate.

Annual Report 2021 (Form 56-1 One-Report) 175