Page 432 - CRC_One Report 2021_EN

Business Overview and Performance Corporate Governance Financial Statements Enclosure

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Central Retail Corporation Public Company Limited and its Subsidiaries ries
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Notes to the financial statements ments
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For the year ended 31 December 2021 2021
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Significant agreements with related parties
All associates were incorporated and mainly operate in Thailand, except for COL Vietnam Joint Stock Company
which was incorporated and mainly operates in Vietnam.

Programs Sublicense Agreement
All joint ventures were incorporated and mainly operate in Thailand, except for Morningbliss SDN. BHD and
Porto Worldwide Limited which were incorporated and mainly operates in Malaysia and Hong Kong, respectively.
In January 2020, the Group entered into program license agreement with a related party whereby the

related party will provide the licensee with the using right of the licensed program for Human Resource
None of the Group’s and the Company’s associates and joint ventures are publicly listed and consequently they
Management System. The Group agreed to pay service fee at rates specified in the agreement.
do not have published price quotations.
The agreement has a term of 10 years and may be terminated by at least 6 months prior written notice.

Consolidated

In March 2020, the Group entered into programs sublicense agreement with a related party whereby the
Material movements
financial statements
related party will provide the licensee with the using right of the licensed program in Vietnam.

2021

2020
for the year ended 31 December
The Group agreed to pay service fee at rates specified in the agreement. The agreement has a term of 5

years and may be terminated by at least 12 months prior written notice. (in million Baht)
Joint ventures
Acquisition share capital in Porto Worldwide Limited
Service agreements 4,452 -
Increase in share capital in MUJI Retail (Thailand) Co., Ltd. 70 20

The Group entered into service agreements with a related party whereby the related party will provide
Investments in joint ventures
services relating to accounting, taxation, financial and other related services for a period of 3 years. The

Group agreed to pay service fees as specified in the agreements. Either party may give advance written
Acquisition
notice of termination by 180 days and the agreements are automatically renewed for successive periods

of 1 year each.
In December 2021, the Group acquired 133,545,740 shares, equivalent to 67% of share capital of Porto
Worldwide Limited incorporated in Hong Kong for a consideration of Baht 4,452 million from a related
Area rental services agreement
party, which became a joint venture between the Group and Central Pattana Public Company Limited
(CPN). The purpose of this joint venture is to invest 40% shareholding in Grabtaxi Holdings (Thailand)
The Group has entered into the lease agreement to rent area in the department store with related parties.
Co., Ltd. The acquisition is in accordance with the obligations stipulated in the SPA which was approved
The Group received lease income in advance as specified in agreements. The lease period is 30-40 years
and the longest lease period will expire in 2056. Company on 10 December 2019 and the Shareholders’
by the Board of Directors’ meeting of the
meeting of the Company on 19 December 2019. Additional, in the future, Porto Worldwide Limited has
the right to swap its shares, in part or ent
Warehouse management service agreements irety, in GrabTaxi Holdings (Thailand) Co., Ltd. with the Class
A ordinary shares of Grab Holdings Limited which listed on the NASDAQ with the designated price
within the specified period.
The Group had entered into several building lease and service agreement with a related party for storage
and distribution of goods for periods of 3 years. The related party agreed to pay rental and service
Increase in share capital
charges as specified in the agreement.

During 2021, the Group made additional investments in MUJI Retail (Thailand) Co., Ltd. to increase
Rental and service rendered agreements
share capital of 700,000 shares, amounting to Baht 70 million.

The Group has entered into retail space rental and service agreements with related parties for a period
During 2020, the Group made additional investments in MUJI Retail (Thailand) Co., Ltd. to increase
of 1 year. The related parties agreed to pay rental and management fees at percentages of sales and/or
share capital of 200,000 shares, amounting to Baht 20 million.
size of occupied areas. Either party may give advance written notice for renew.

Rental and service agreements

The Group has entered into area rental and service agreements from related parties for a period of
1 - 10 years. The Group agreed to pay rental and service fees as specified in the agreements.

Car park rental agreements

The Group entered into car park rental agreements with related parties for a period of 29 - 30 years. The
Group paid the compensation in advance as specified in the agreements and present as part of other non-
current assets.

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