1. Company crimination record of Directors and Executives

In the past and year 2025, the company has no prohibits characteristics follows PUBLIC COMPANY LIMITED ACT B.E.2535 and Securities and Exchange ACT B.E 2535 and other related laws such as does not submit financial statements as scheduled, no transaction that provides financial assistance to companies other than subsidiaries, no negative reputation due to failure of operation from Board of Directors, subcommittee, no case in which the non-executive director resigned due to corporate governance of the company. Apart from this, the company do not have any case related o violation of labor laws, employment, competition law or being carried out in any way due to the fact that the company did not announce important information within the time specified by the government agency.

Incidentally, the Board of Directors and Executives of company, subsidiaries and affiliated – no actions that are contrary to regulations whether it be Laws such as the Securities and Exchange Act, PUBLIC COMPANY LIMITED ACT B.E.2535 or other laws both civil and criminal laws which includes including there is no action that causes a conflict of interest. In addition, the directors and executives of the Company, its subsidiaries and affiliates do not do the following:

• No actions are taken to trade securities using internal information
• No fraud committed or ethical offenses

2. Reporting of Securities Holding of Directors and Executives

The company does prohibit directors, executives and staff which currently in that department acknowledge inside information related to trading on securities during the past 1 month before disclosure of financial statement to publicize. Apart from this, set director and executives (includes spouse and Child (immature)) to report on shareholding if publicly trade company’s shares to Securities and Exchange Commission within 3 business day which counting from changes date and send copy to Company Secretary thus it is a duty to act and perform as required. Moreover, includes directors and executives when first re-instated needs to report shareholding of company to Securities and Exchange Commission. 

The Company Secretary has prepared the schedule of the Annual Board of Directors Meeting and sent it to all directors in advance to know the period during which they should refrain from trading securities.

The company has practice policies with Directors and senior management in case there are determinations of company’s securities- need to acknowledge Directors and/or Corporate Secretary 1 day before trading securities  

In 2025, directors, executives and staffs have determined in accordance with policies and shown that no trading securities during those time.

By this, shareholding of directors which includes the shareholding of the spouse Underage children and the first 4 executives as at December 31, 2025 as percentage of 0.19 percent of total shares sold as summarized in 56-1 One Report in title of “8. Shareholding Structure and Management”

3. Reporting of Directors' and Executives' Interests

In accordance to clause 89/14 Securities and Exchange Act (No.4) B.E. 2551 (2008) Notification of Capital Market Supervisory Board TorJor. 2/2552 RE: Reporting of interests of Directors, Executives and Related Person stipulating that directors and executives shall report their interests or those of their related persons to the company so have complied with the policy on reporting of interests thus Executive Meeting No.5/2009 held on June 9, 2009 has stipulate the rules, conditions and procedures as follows:

1. Directors and executives must report their interests and those of connected persons in the Directors and Executives' Interest Report form within 30 days from the date of appointment
2. If there is a change in the information of interest, the change form shall be submitted to the Company Secretary within 15 days from the date of the change
3. The report on the interests of directors and executives must be submitted annually within 30 days after the end of the year, regardless of whether there are any changes.

     In 2024, all Directors and Executives have reported conflict of interest as follows the regulation strictly.

4. Securities Trading Supervision

he company taking care of securities trading in accordance to announcement of Capital Market Supervisory Board RE: Acquisition or Disposition of assets by making said transaction stakeholders do not take part in the decision making in order to be transparent and fair

In 2025, the company and its subsidiaries has transaction to acquire or dispose of assets with other person which the company has complied with rules of Stock Exchange of Thailand and Securities and Exchange Commission.

5. Conflict of Interest

The Board of Directors has clear guideline for care, eliminate conflict of interest for best benefit of company and shareholders thus when there are transaction related to conflict of interest then company has notify and disclose resolution of the meeting regarding said transaction in accordance to rule of Stock Exchange of Thailand thus any stakeholders will leave the room and no right to vote in those agenda for independence in decision making, disclose information transparently and no provide financial assistance that is not subsidiary company (as appears in Form 56-1 One Report subtitle “12. Connected Transaction”)

The connected transaction will be considered by the Board of Directors' meeting on the appropriateness of the transaction and the Audit Committee will approve the disclosure of information in Form 56-1 One Report.

6. Preventing from Conflict of Interest

The company has clear and transparently shareholding structure therefore does not cause any conflict of interest to either party as disclosed in annual report and including completed holding of securities of the board of directors and executives

The Board of Directors has acted prudently, reasonably, taking into account the best interests of the Company, and has acted fairly on the Connected Transaction by setting prices in accordance with market prices and in accordance with normal trading business and fair trading conditions as if entering into transactions with third parties by establishing a transparent operating system for the said matter transparently and practice in accordance to rules of Stock Exchange of Thailand thus establishing it as policies of corporate governance and determine in Code of Conduct as treat company and shareholders.

The company has disclosed information to ensure equality of information such as connected transactions. The company has complied with the announcement of the Securities and Exchange Commission RE: Disclosure of information and other acts of listed companies concerning the connected transaction. In case connected transaction which required to be disclose or approve from shareholders, the company has follows provision of Stock Exchange of Thailand and Securities and Exchange Commission. Moreover, before the transaction company has disclosed details and reason of doing this transaction to shareholders all times.

The Company requires the directors of the Company who have interests to leave the meeting room and/or abstain from voting on that agenda in order to allow the directors who do not have interests to express their opinions fully and freely to vote. The Company Secretary will inform the meeting of which directors have interests in the agenda. After the meeting adjourned disclose name, relationship of who entering connected transaction, price set, transaction value and any opinion differ (if any) to the Stock Exchange of Thailand by schedule of time and disclose in company website which can be check.

     In 2025, the Company has connected transactions in the manner of providing financial assistance to subsidiaries only, and the Company has measures to supervise connected transactions and limit financial assistance to non-subsidiary companies and has not made connected transactions in violation or non-compliance with the rules of the Stock Exchange of Thailand and the SEC, and has disclosed related transactions that are done fairly at market prices and in accordance with the normal trading business of 2025 in the form 56-1 One Report.

7. Internal Control System and Internal Audit

• Internal Control System

The Board of Directors realizes the importance and provides internal control system for operation in term of Financial follows the policies and rules by appointed Internal Audit to be responsible for checking the operation system of internal control as planned to report Audit Committee and Board of Directors. Moreover, they are independently to perform their duties. There are 5 sections by following approach of COSO (The Committee of Sponsoring Organizations of the Treadway Commission) as organization and Environmental, Risk Management, control practice of management, Information and Communication and tracking system once a year.

In Board of Directors meeting No.1/2025 held on February 28, 2025 by Audit Committee has attended this meeting as considered adequacy of company internal control system follows COSO (The Committee of Sponsoring Organization of the Tread way Commission) with the conclusion of The Company has adequate and effectiveness in term of internal control system which shown in Annual Report in the title of “Title 11 Internal Control”.

• Internal Audit

The Board of Directors has assigned Audit Committee to reviews on company to have adequate internal control system for business operation with the effectiveness and report to Board of Directors and Shareholders. By this, the company has provided a separate internal audit unit as part of company’s organization chart and this department is directly under Audit Committee as assigned Mr. Khomwuthi Pornnaradol (Secretary of Audit Committee) whom holds the position of Director (Internal Audit). In addition, Mr. Khomwuthi Pornnaradol and his quality team work will review, assess adequacy, effectiveness of internal control system which has standard check and sufficient independence thus give suggestion for improvement to achieve value added to organization and support corporate governance process.

In 2025, Audit Committee has completely performed assigned duties from the Board of Directors; there is an internal audit help to support those mission to achieve goals (internal auditor) is who has appropriate qualifications to perform the duties. As the results of assessment from internal control system that needs to be corrected including appropriate suggestion as management deems necessary for business operation thus propose to the Board of Director in order to be in consideration quarterly.ทุกไตรมาส

Internal Audit will report the assessment and review internal audit control to Board of Director quarterly. In additional, in 2025, there are 5 times meeting for Audit committee and report to the Board of Director quarterly. By this, Audit Committee has report and comments on internal audit control system and risk management are shown in Annual Report in the title of “Corporate Governance Report from Audit Committee”.ทุกไตรมาส และในปี 2568 คณะกรรมการตรวจสอบได้มีการประชุมจำนวน 5 ครั้ง และรายงานผลต่อคณะกรรมการบริษัทในทุกไตรมาส ทั้งนี้ คณะกรรมการตรวจสอบได้มีการรายงานถึงความคิดเห็นที่มีต่อความเพียงพอของระบบควบคุมภายในและระบบบริหารความเสี่ยงของบริษัทไว้ในรายงานประจำปี หัวข้อ “รายงานการกำกับดูแลกิจการของคณะกรรมการตรวจสอบ”

8. Risk Management

Board of Directors has set the policies on risk management in the whole organization by appointed Risk Management Committee by Independent Director whom is not Executives and report risk management to Board of Directors. In case when there is significant risk issues or unusual transaction then will take into consideration for level and size of damage as occur as organization can accepted by taking goals of organization into account

     Supports responsibilities to social, environmental and human right

The Board of Directors are aware of importance of social and environment responsibility while conducting business by participating in the improvement of the quality of life of communities around the factory, respect human rights, fair use of labor, create sustainable communities and factories together.

Apart from internal control and risk management system there are importance roles that directors need to supervise which are anti-corruption, process and supervision of stakeholder complaints, supervising and managing potential conflicts of interest between company, management and Board of Directors as follows:Policies on Good Corporate Governance

The Board of Directors realizes on good corporate governance by setting policies which are consists of 4 parts such as Corporate Governance, Business Ethics, Employee Ethics and Anti-Corruption Policies for directors, executives including every employees within company use as guidelines for the behavior of everyone in the organization; in carrying out the duties of the company with good conscience To strengthen the organization to have a good management system Transparency in business operations, causing confidence among shareholders and normal investors, create stability for business and create returns that are beneficial to shareholders, stakeholders and overall sociality, build stability for employees by constantly revising to suitable situation together with public through company website.

The company encourages directors, executives, and employees to understand and follow the business ethics manual and employee ethics manual. The Board of Directors has implemented them in order to set a good example for employees. In addition, in the orientation of new directors and employees, everyone will receive the manual and sign their acknowledgment and accept it as a code of conduct to show their commitment to jointly adhere to the essential contents of the manual as guidelines for operations.

The company has Audit Committee and internal audit to check, follow the manual which is designated as an annual plan then report to Audit Committee to acknowledge together with suggestion and guidelines for correcting and preventing damage on a quarterly basis

 Policies and practices regarding anti-corruption and corruption and giving or receiving bribes

The company and subsidiaries has policies to comply with Anti-Corruption law by “Anti-Corruption and Corruption Policy” Practical in “Code of Conduct” while also creating awareness attitude to Directors, Executives and employees in the operation with honesty

The company and subsidiaries has policies on resist giving and receiving bribes as well as any kind of corruption by forbidden Directors, Executives and employees accept or support any corruption either directly or indirectly thus need to practices in accordance to rules, announce laws and related regulations

 

In a meeting of Board of Private Sector Collective Action Coalition Against Corruption Council : CAC) No.4/ 2018 and on February 4, 2019 resolved Capital Engineering Network Public Company Limited certified as a member of Thailand’s private sector – Collective Action Coalition Against Corruption Council. The certificate will be valid for 3 years from the date of the approval, so the Company will reach the age of 3 years on February 4, 2022. The Company renewed its CAC membership for the 2nd time and adopted a resolution to recognize the membership of the Thai Private Sector Anti-Corruption Coalition (CAC) on October 5, 2022 and will expire on March 31, 2025

In a meeting of Board of Private Sector Collective Action Coalition Against Corruption Council : CAC) No.4/ 2018 and on February 4, 2019 resolved Capital Engineering Network Public Company Limited certified as a member of Thailand’s private sector – Collective Action Coalition Against Corruption Council. The certificate will be valid for 3 years from the date of the approval, so the Company will reach the age of 3 years on February 4, 2022. The Company renewed its CAC membership for the 2nd time and adopted a resolution to recognize the membership of the Thai Private Sector Anti-Corruption Coalition (CAC) on October 5, 2022 and will expire on March 31, 2025Private Sector Collective Action Coalition Against Corruption Council : CAC) ในการต่อต้านการทุจริต เป็นครั้งที่ 2 มื่อวันที่ 30 กันยายน 2568 ซึ่งใบรับรองดังกล่าวจะมีอายุ 3 ปี ตั้งแต่วันที่ 30 มีนาคม 2568 ถึงวันที่ 30 มีนาคม 2571 และเข้าร่วมงานเพื่อรับประกาศเกียรติคุณให้กับบริษัทที่ผ่านการรับรองในไตรมาสที่ 1 และ 2  ประจำปี 2568 ภายใต้ชื่องาน CAC Incentive Pool หรือ “ร่วมสร้างสิทธิประโยชน์แห่งความโปร่งใส เพื่อธุรกิจไทยยั่งยืน”  ในวันจันทร์ที่ 24 พฤศจิกายน  2568

In 2025, the Company was re-certified by the Private Sector Collective Action Coalition Against Corruption Council (CAC) for the second time in its anti-corruption efforts on 30 September 2025. The certification is valid for three years, from 30 March 2025 to 30 March 2028. The Company also participated in the recognition ceremony for certified companies for the first and second quarters of 2025 under the event titled “CAC Incentive Pool: Promoting the Benefits of Transparency for Sustainable Thai Business,” which was held on Monday, 24 November 2025.

1. Arrange reviews on internal control and risk management which cover every importance system such as procurement system, sales system and accounting system. By this, in order to prevent and follow risk from anti-corruption includes proposals regarding appropriate improvement guidelines
2. Provide communication channel for give any clues, violation of laws, regulations, article of association or any practice among anti-corruption policies on protecting person who gives clues and keep a secret. In addition, there are measures to investigate and impose disciplinary penalties of the Company, relevant laws of confidential informants, as well as measures to investigate and impose disciplinary penalties of the Company, related laws. In case that can contact the whistleblower or complainant The Company will notify the results of the operation in writing
3. Chief of the relevant department is responsible for following up, adjust or improve and errors (if any) and report to supervisor respectively

1. Provide communication channel for give any clues or complaint by investigating and penalties in order to protect clerk which published on company website and announce to all level of employees
2. Audit Committee required sup reviewing opportunity to commit fraud in business in accordance to company anti-corruption policy and Code of Conduct as well as review risk management to be reasonable and effectively then report to Board of Directors quarterly thus function of internal audit is independently and not limit scope of work
3. Directors, Executive and every employees follow strictly and condition of employment if anyone violate then will punished according to company regulations and law (if any)

In 2025, the company has practices and strictly complies with policy as results of no any abnormalities.

1. The company and its subsidiaries has policies on receiving gifts or other benefits from those involve in business with company, executives and employees thus they may receive gifts as conventional without affecting any business decision which can be disclose and transparently
2. Such gift shall not be in cash or cash equivalent (i.e.; gift card/voucher)
3. In event that cannot refuse and have to receive gifts then need to report to supervisor and record all details on gift and send such gifts to Human Resource Department to be use as gift to employees or donate for charity as appropriate

In 2025, the company does not accept gifts or other benefits.

Whistle Blowing or complaint    

The company has good corporate governance and gives all employees and all groups of stakeholders the right to communicate. or report clues When finding matters that may be considered corruption Both directly and indirectly illegal act or business ethics or company policy or complaints of rights violations as well as behaviors that may be problematic and cause damage to the company or not being treated fairly Including suggestions regarding the company's business operations. The company provides channels for reporting clues and complaints as follows:

1. Through company’s website: www. cenplc.com
2. Through E-Mail / Telephone

• Acting Chief Executive Officer

TEL. (02) 049-1041 E-mail : [email protected]

• Corporate Secretary

TEL. (02) 049-1041 Ext 1022 E-mail : [email protected]

3. Through via post

• Dr. Visit Ongpipattanakul “Chairman and Chairman of Audit Committee” or
• Miss Laphassarin Kraiwongwanitrung “Acting Chief Executive Officer” or
• Miss Jantharat Sodsongchit “Company Secretary”

Capital Engineering Network Public Company Limited

1011 upalai Grand Tower, 17th Floor, Room No.1703, 1704, Rama 3 Road, 

Chongnonsi, Yannawa Bangkok 10120

4. Through via Fax: (02) 049-1045

The clues, complaints and suggestions will be considered and implemented as appropriate on a case- by-case.

The Board of Director has assigned Executive Chairman and/or Company Secretary is responsible to receive any complaints and recommendation of stakeholders to Executive Committee and/or Audit Committee and/or Risk Management Committee by investigate and report to Board of Directors respectively.

In 2025, the Company and its subsidiaries had no complaints about giving or receiving bribes for the benefit of the Company's business.

Policy on Measures for Whistleblower Protection

1. The company requires those who receive information from performing duties related to receiving complaints or reporting corruption to the organization to have a duty to keep names, addresses, or any information that can identify the complainant or provider of information about corruption, complaints, and documents of the complainant and those who keep information secret, do not disclose information to other persons who do not have related duties, unless the disclosure is in accordance with the duty required by law.
2. The company will keep relevant information secret and take into account the safety of complainants by establishing measures to protect complainants who are employees. Including those who cooperate in fact-checking will be protected from unfair treatment due to the cause of reporting a complaint, such as disrupting work performance, changing job positions, terminating employment, etc.
3. The Company will listen to and process all complaints equally, transparently and fairly. It operates by implementing mechanisms that do not cause adverse effects on whistleblowers with systematic and fair complainant protection measures. The information of the complainant will be kept confidential by the Company.
4. The company has provided opportunities for stakeholders to express their opinions, suggestions as well as complaints through channels and activities organized by the company such as Annual General Meeting of shareholders of companies and Opportunity Day where questions, comments, suggestions, and complaints are raised. Any issues will be forwarded to relevant agencies to make corrections and improvements to meet the needs of all stakeholders.

In 2025, the company's business operations did not appear to be subject to regulatory action because it did not announce information from important events within the time period specified by the authorities. There were also no cases in which the company violated laws regarding labor, employment, consumers, trade competition, and the environment. and there were no complaints from stakeholders.

Apart from this, company has department of internal audit as duties to responsible for providing efficient and effective internal control system, monitoring and evaluation of fraud risk preventing corrupt employees. There is Audit Committee to reviews internal control system and follow up results of internal audits if any corrupt then internal audit will take action to report to Audit Committee and Audit Committee will report to the Board of Director respectively.

The Company and its subsidiaries adhere to the business policy based on ethics and morality. Therefore, the Company and its subsidiaries are not involved in intellectual property infringement but create their own business innovations by encouraging employees to create innovations in terms of production processes, products and services, as well as continuously co-thinking with customers, partners, and government organizations in order to achieve quality product innovations that meet the needs of the market and customers.

 

In 2025, the Company and its subsidiaries had no cases of intellectual property infringement or commercial piracy.