Page 433 - CRC_One Report 2021_EN

Business Overview and Performance Corporate Governance Financial Statements Enclosure
Central Retail Corporation Public Company Limited and its Subsidiaries
Central Retail Corporation Public Company Limited and its Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2021
For the year ended 31 December 2021

Member card service agreement
All associates were incorporated and mainly operate in Thailand, except for COL Vietnam Joint Stock Company
which was incorporated and mainly operates in Vietnam.

The Group has entered into member card service agreement “The 1 Card” with a related party. The
All joint ventures were incorporated and mainly operate in Thailand, except for Morningbliss SDN. BHD and
related party will provide service to members, marketing management, member database management
Porto Worldwide Limited which were incorporated and mainly operates in Malaysia and Hong Kong, respectively.
and provide the reward or other benefits for The 1 Card point redemption. The Group agreed to pay

service fee at rates specified in the agreement. The agreement has a term of 2 years and is automatically
None of the Group’s and the Company’s associates and joint ventures are publicly listed and consequently they
renewed for successive periods of 2 years each.
do not have published price quotations.

Legal service agreements Consolidated

Material movements financial statements
The Group has entered into legal service agreements with a related party for a period of 3 years, The

2020
2021
for the year ended 31 December
Group agreed to pay service fees as specified in the agreements. Either party may give notice of
(in million Baht)

termination within 180 days prior to expiry date of these agreements, otherwise the agreements are

Joint ventures
automatically renewed for successive periods of 3 years each. 4,452 -
Acquisition share capital in Porto Worldwide Limited
Increase in share capital in MUJI Retail (Thailand) Co., Ltd. 70 20
Human resource management service agreements

Investments in joint ventures
The Group has entered into human resource management service agreements with a related party for a

period of 1 year. The Group agreed to pay service fees at actual cost-plus allocation method as specified
Acquisition
in the agreements. Either party may give notice of termination within 6 months prior to expiry date of

these agreements, otherwise the agreements are automatically renewed for successive periods of 1 year
In December 2021, the Group acquired 133,545,740 shares, equivalent to 67% of share capital of Porto
each. Worldwide Limited incorporated in Hong Kong for a consideration of Baht 4,452 million from a related
party, which became a joint venture between the Group and Central Pattana Public Company Limited
Marketing service agreement
(CPN). The purpose of this joint venture is to invest 40% shareholding in Grabtaxi Holdings (Thailand)
Co., Ltd. The acquisition is in accordance with the obligations stipulated in the SPA which was approved
In 2021, the Group has entered into marketing service agreement with a related party for marketing
by the Board of Directors’ meeting of the Company on 10 December 2019 and the Shareholders’
service for a period of 1 year. The Group agreed to pay service fees at percentages of net sales as
meeting of the Company on 19 December 2019. Additional, in the future, Porto Worldwide Limited has
specified in the agreement. Either party may give notice of termination within 30 days prior to expiry
the right to swap its shares, in part or entirety, in GrabTaxi Holdings (Thailand) Co., Ltd. with the Class
date of this agreement, otherwise the agreement is automatically renewed for successive periods of 1
A ordinary shares of Grab Holdings Limited which listed on the NASDAQ with the designated price
year each.
within the specified period.

Business strategy and develop retail business management agreements
Increase in share capital

The Company has entered into agreements to provide business and investment strategy, technology for
During 2021, the Group made additional investments in MUJI Retail (Thailand) Co., Ltd. to increase
strategy e-commerce, omni channel and big data, corporate relations and corporate social responsibility,
share capital of 700,000 shares, amounting to Baht 70 million.
research and development, human resource management, corporate finance, analysis and finance report,

internal audit, business process improvement, risk management and corporate procurement to related
During 2020, the Group made additional investments in MUJI Retail (Thailand) Co., Ltd. to increase
parties for a period of 1 year. The related parties agreed to pay service fee at cost plus method as specified
share capital of 200,000 shares, amounting to Baht 20 million.
in the agreements. Either party may give advance written notice of termination by 6 months.

Service agreements

The Company has entered into service agreements with a related party whereby a related party will
provide services relating to business and strategy advisory services, strategic and business opportunity
services, corporate finance/ merger & acquisition/ treasury services and corporate affairs services for a
period of 1 year. The Company agreed to pay service fees as specified in the agreements. Either party
may give advance written notice of termination by 180 days and the agreements are automatically
renewed for successive periods of 1 year each.

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