v.- is - dsebd.org letter.pdf · suh:u ned in thus respect to the commission jointly by the issuer...

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..,-,-,- - -V. - - -- .4-.-.. czi. - IS tfCt f i i Lff -/ft, c'r 111 tr rri, rrm -ot May o3, 2018 BSEC/Cl/IPO-202/20 12/305 Managing Director A man Cotton Fibious Limited 2 Jshakha Avenue, Sector - 06, Uttara. Dhaka 1230. Manager to the Issue: Chief Executive Officer (Additional Charge) ICB Capital Management limited Green City Edge (5th &6th Floor), 89 Kakrail Dhaka- 1000. Registrar to the Issue: Chief Executive Officer Fri me Bank In vestment Limi ted Peoples Insurance Bhaban (1 i L" Floor) 36, Dilkusha C/A. Dhaka- 1000. Subject: Consent for raising of capital through Initial Public Offer (IPO) and issuance of prospectus by Arnan Cotton Fibrous Limited. This refers to our consent letter for bidding no. BSEC/CL/IPO-202/2012/527, dated September 21. 2017 and your application dated July 28. 2016 and submissions concerning the above subject, which contains, among others, an authenticated draft prospectus, 'Due Diligence Certificates' and the audited Financial Statements of the issuer comoany as of 30 June, 2016 and as of 30 June, 2017 along with the Auditor's Report thereon by the company's auditors, namely, Mahfel Huq & CO, Chartered Accountants. The Commission hereby accords its consent under section 2A, Sub-sections (2)(a) and (2)(b), read with section 2B of the Securities and Exchange Ordinance, 1969 and rule 15(4) of the Bangladesh Securities and Exchange Commission (Public Issue) Rules. 2015, based on all the above documents and information provided to the Commission, to issue of 2,08,33,333 Ordinary Shares. Of this 1,25,00,000 ordinary shares, reserved for Eligible Investors (Els) excludiiig Mutual Funds and CIS are 50% (i.e. 1,04,16,667) and Mutual Funds and CIS 10% (i.e. 20,83,333) at cut-off price of Tk. 40.00 and the remaining 40% (i.e. 83,33,333) at a discounted price of Tk. 36.00 per share will be offered for General Public including NRB and Others only for public offer through publications of prospectus of Aman Cotton Fibrous Limited (hereinafter referred to as 'Issuer' or 'Company'), subject to the following conditions imposed under section-2CC of the said Ordinance, as mentioned under Part-A, B, C, D & E namely:- PART—A I. The Company shall go for Initial Public Offei' (IPO) for 2,08,33,333 ordinary shares, of these ordinary shares 60% i.e. J,25,00,000 ordinary shares are reserved for Eligible Investors (Els) which includes 50% i.e. l,04,16,667ordinary shares for Other Els and 10% i.e. 20,83,333 ordinary shares for Mutual Funds at a cut off price of Tk. 40.00 and remaining 40% i.e. 83,33,333 ordinary shares at a discounted price of Tk. 36.00 per share 101 General Public including NRB and Others totaling Tk. 80,00,00,000 (Taka Eighty Crore only) following the - _11Øk____.. - - Page! of 8 (I &&O--O-, TI +bfro-- -tQt Sc'.Or. - . ---..-.-.-----.--- ... ..__- -.-. - -----..-----'.-----. - - - .- -'.-,.,---, ---- --- .,--.. --..-.,- - .., j - - _____ - -

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..,-,-,- - -V. -

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IS tfCt f i i Lff-/ft, c'r 111 tr rri, rrm -ot

May o3, 2018BSEC/Cl/IPO-202/20 12/305

Managing DirectorA man Cotton Fibious Limited2 Jshakha Avenue,Sector - 06, Uttara.Dhaka 1230.

Manager to the Issue:Chief Executive Officer (Additional Charge)ICB Capital Management limitedGreen City Edge

(5th &6th Floor), 89 Kakrail

Dhaka- 1000.

Registrar to the Issue:Chief Executive OfficerFri me Bank In vestment Limi tedPeoples Insurance Bhaban (1 i L" Floor)

36, Dilkusha C/A. Dhaka- 1000.

Subject: Consent for raising of capital through Initial Public Offer (IPO) and issuance of prospectus by Arnan

Cotton Fibrous Limited.

This refers to our consent letter for bidding no. BSEC/CL/IPO-202/2012/527, dated September 21. 2017 and yourapplication dated July 28. 2016 and submissions concerning the above subject, which contains, among others, anauthenticated draft prospectus, 'Due Diligence Certificates' and the audited Financial Statements of the issuercomoany as of 30 June, 2016 and as of 30 June, 2017 along with the Auditor's Report thereon by the company's

auditors, namely, Mahfel Huq & CO, Chartered Accountants.

The Commission hereby accords its consent under section 2A, Sub-sections (2)(a) and (2)(b), read with section 2B ofthe Securities and Exchange Ordinance, 1969 and rule 15(4) of the Bangladesh Securities and Exchange Commission(Public Issue) Rules. 2015, based on all the above documents and information provided to the Commission, to issue of2,08,33,333 Ordinary Shares. Of this 1,25,00,000 ordinary shares, reserved for Eligible Investors (Els) excludiiig

Mutual Funds and CIS are 50% (i.e. 1,04,16,667) and Mutual Funds and CIS 10% (i.e. 20,83,333) at cut-off price

of Tk. 40.00 and the remaining 40% (i.e. 83,33,333) at a discounted price of Tk. 36.00 per share will be offered for

General Public including NRB and Others only for public offer through publications of prospectus of Aman Cotton

Fibrous Limited (hereinafter referred to as 'Issuer' or 'Company'), subject to the following conditions imposed undersection-2CC of the said Ordinance, as mentioned under Part-A, B, C, D & E namely:-

PART—A

I. The Company shall go for Initial Public Offei' (IPO) for 2,08,33,333 ordinary shares, of these ordinary shares60% i.e. J,25,00,000 ordinary shares are reserved for Eligible Investors (Els) which includes 50% i.e.

l,04,16,667ordinary shares for Other Els and 10% i.e. 20,83,333 ordinary shares for Mutual Funds at a cut offprice of Tk. 40.00 and remaining 40% i.e. 83,33,333 ordinary shares at a discounted price of Tk. 36.00 per share

101 General Public including NRB and Others totaling Tk. 80,00,00,000 (Taka Eighty Crore only) following the

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Securities and Exchange Ordinance. 1969, the Bangladesh Securities and Exchange Commission (Public Issue)Rules. 2015. the l)epository Act. 1999 and rules made there under.

'I he abridged version of the prospectus. as approved by the Commission, shall be published by the issuer in 4(Four) national daily newspapers (two in Bangla and two in English), within 02 (two) working days of issuance oftIns consent letter. The issuer shall post the full prospectus, vetted by Commission, in the issuer's website and shall:ulo put on the websites of the Commission, stock exchanges. and the issue manager. within 03 (three) workingda ys I mm the date of issuance of this letter and shall remai ii posted till the closure of the subscription list. Theissuer shall submit to the Commission, the stock exchanges and the issue manager a diskette containing the text ofthe vetted P •ospectus in ''MS-Word" format.

hue compaiiv shall submit 40 (Forty) copies of the printed prospectus to the Commission for official record within05 Five) working da ys from the date of Publication of the abridged version of the prospectus in the newspaper.

Inc ssuer compan y and the issue manager shall ensure transmission of the prospectus and its abridged version forNRFk throu g h email to the Bangladesh Embassies and Missions abroad within 05 (Five) working days from the

nublication of the abridged version of the prospectus in the newspaper. A compliance report shall besuh:u ned in thus respect to the Commission jointly by the issuer and the Issue Manager within 02 (Two) workingd\ s from the date of said transmission of the prospectus.

5. T: oilowung declaration shall be made by the company in the p'ospectus, namely: -

"Declaration about Listing of Shares with the stock exchange (s):\one of the stock exchange(s). if for any reason, grants listing within 75 (Seventy Five) da ys from the closure ofsubscription, an allotment in terms of this prospectus shall he void and the company shall refund the subscriptionmone y \Vi lb in 15 (Fifteen) days from the date of refusal for listing b y the stock exchanges or from the date ofexpurv ot the said 75 (Seventy Five) (lays. as the case may he.

In case of non-refund of the subscription money within the aforesaid 15 (Fifteen) days. the Directors of thecompan y, in addition to the issuer company, shall be collectively and severally liable for refund of the subscriptionuluonev, \Vi lb Interest at the rate of 2% (two percent) above the bank rate, to the subscri bet's concerned.'l'he issue manager. in addition to the issuci' company, shall ensure due compliance of the above mentionedconditions and shall submit compliance report thereon to the Commission within 07 (Seven) (lays of expiry of theaioicsaid IS (Fifteen) da y s time period allowed for refund of the subscription money.''

I'). ;\Ih applicants uiider general public category shall apply for minimum mai'ket lot of 100 shares worth Taka3,601)1- (Taka three thousand five hundred only) for a market lot or its multiples.

7. Ihe 11) shall stand cancelled in case of under-subscription in any categories above 35Y , In such an event, theissuer and issue manger shall inforin the Commission within 02 (two) working clays and release the subscriptionnlonL'v wi tIn n ID (ten) working days after receiving verification report from CDI3L and the information fromexchanges regarding subscription.

. 20 of the securilies reserved for other general public shall be reserved for In case of overSIil)SCI'i1)tiOfl in the general public category, the issuer and the issue manager shall jointly conduct an openloItcr. In case of' under-subscription under any of sub-categories of general public category, thetifl(lCI'suhsci'ibed portion shaH be added to other sub-category of the same category.

. . n applicant cannot submit more than two applications, one in his/her own name and the other jointly withanotlwi' person. In case, an applicant submits more than two applications, all applications vill he treated as

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iii alid an(l viIl not he considered for allotment purpose. In addition, 15% (fifteen) of the apI)liCatiOI money

ill hi forteite(I b y the ('ommiSSiOfl and the balance amount vill l)e refunded to the a1)pliCant.

() 11w al)l)liciInts who have applied for more than two applications using same bank account, their ap1)lication

'.' ill iiot he CO11Si(lered for lottery and the Commission will forfeit 15% of their subscription money.

- '. - ,rpiflQlaking any false statement in

the application or supplying of incorrect information tneie"i n

an relevant informatiOn in the application shall make the application liable to rejection and subject to

loriciture of 25% of the application money and/or forfeiture of share (unit) befre or after issuance of the

same by the issuer. The said forfeited a1)plicatiOfl money or share (unit) will be deposited in account of the

Bangladesh Securities and Exchange Commission (BSEC). This is in addition to any other penalties as may

he 1)rovided br b y the law.

Flie conipai1 shall furnish the list of allotces to the CommiSSion and the stock exchange(s) simultaneouslY '

iieh the shins \Vl Ii he listed, within 24 (Twenty Four) hours of allotment.

•. iiaic lot allotted at the time of accorclmg this consent. hut allotted aftei' listing, in favor of sponsors. directors or

haehuiders h;iving lO- or more shares through stock dividends, shall he suhiect to a lock-in period of 03 (three)

e:r' rom the date of issuance of the prospectus.

II an share of Sponsors/DireCtors/Pro ioters is in paper format, it shall be handel over to seui iti

custodian registered with the Commission and shall remain held till completion of lock-in period and the

name of the securities custodian shall be furnished to the Commission jointly by the issuer and issue

manager. along with a confirmation thereof from the custodian, within one week of listing of the shares with

the stock exchange(s). Or they (shares of Sponsors! Directors! Promoters) can be dematedl and shall remain

in lock-in tinder CDBL system and issuer shall submit a demateriali7.atiofl confirmation report generated by

('l)BL and attested by Managing Director of the company along with the lock-in confirmation to the

('onunissiOfl within one week of listing of the shares with the stock exchange(s). In respect of shares other

thui Spo i so i .SID irectorsIo0tCrs the issuer will ensure their lock-in of those shares and submit a

statement to this effect to the Commission.

2 ot' the shares allotted to eligible investors (including Mutual Fund), shall be locked-in for 6 (six)

months and other 25% of' the shares allotted to them, shall be locked-in for 9 (nine) months.

'11w coiul)any shall not declare any dividend/bOnUS shares before listing of its securities with any exchange

troiii the tlate of this consent for raising of capital.

[he eoinpin sial I not engage itself into any merger/amalgamation OV acquiSiliOfl activities without taking "No

()b1ectiofl " from the (,'ommission. on the scheme of the said Ilierger/amalg mation 01' acquisitiOn. as recommended

h\ the Board of Di rcctoi'S. before approval by the shareholders in General Meeting.

PART—B

pplication Process

Step-I (A1)plicant)

-\n applicant for public issue of securities shall submit application/buy instruction to the Stockbroker!

ieicllailt Banker where the applicant maintains customer account. within the cut-off date (I.e. the subscription

closing date). which shall he the 25th (twenty fifth) working day from the date of publication of abridged

versiOn of prospectus.

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applle: on/buy instrUctiOn may be submitted in prescnbed paper or electroniC form. which shall contain

the Custonler ID. Name. BO Account Number. Number of Secwities applied for. Total Amount and Category

the Applicant. At the same time:a) Other than non-reside1t Bangladeshi (NRB) and Foreign applicants shall make the application money

and ser\ ice charge available in rcspeCti\'e customer account maintained with theStockbrOkc1le1chmnt Banker. No margin facility, advance or deferred payment is permissible for this

purpoSe. In case the application is made through a margin acCount, the application iiOi1eY shall he

deposited separatelY and the StockbrOkCrI ant Banker shall keep the amount segregated from the

margin account. which shall be refundable to the applicant, if become unsuccessful

h) NonresitleIt BangladeSili (NRB) and Foreign applicantS shall submit hank drafts (FDD). issued in

favor of the Issuer for an amount equivalent to the application money. with their applicatiOI to theconcern StockhrOkei./cmt Banker. A NonreSideIt BangladeShi (B) and Foreign applicant

ma also submit a single draft against 02(tWo) applications made by him/her. IC.

one in his/her own

name and the other jointly with another person. The draft (FDD) shall he issued b the Bank where the

applicant maintains Foreign CurrencY account debiting the same account and provide the customer

with a ccrtitCatC mentioning the FC account number which has been debitC(l to issue the FDD.

The apphcaflt shall also submit the certificate with their appliCati01 No banker shall issue more

than two drafts from any Foreign CurrencY account for any public issue. At the same time, the

applicant shall make the service charge available in respective customer account maintained with the

Stoc Lbroker/Mercl1t Banker.

Step-2 I ntcrnwdiat'Y)l'he StocLhrokei./lect Banker shall maintain a separate hank account only (or this purpose namelY

Public lsue Applicatioil Account'. The StockhrokeIlcrct Banker shall:a post the amount separatelY in the customer accouilt (other than NRB and Foreign applicants), and upon

availabiliiY of fund. block the amount equivalent to the appIicatioi money:I) aecunUi1t all the application/buY inStruetiO1s received up to the cut-oil date. deposit the amoufli

in the 'Public Issue AppliCatiOIl Account" maintained with its hank within the first hankifl

hour ol next working day of the cut-off date:

ci instruct the banker to block the account for an amount equivalent to the aggregate application money an(

to issue a certificate in this regard.Hanker of the Stockbrokederctit Banker shall block the acCoU!i as requested for. issue a certificat

confirming the same and hando\ r er it to the respective S tockb i.oker/Me hant Banker.

For NonreSideflt Bangladeshi (NRB) and Foreign applicafltS the Stockhrokei/MeI't Banker shall prepal

a

list containing the draft information against the respecti\e applicant s particulars.

The S t ocLbrOke1./Ne it Banker shall prepare category wise lists of the applicants containing Customer II

Name. HO .,\ccoUnt Number and Number of Securities applied for. and within 03 (three) orking days fro

the cut-off date. send to the respecti\'e Exchange. the lists of applicants in electronic (text I ormat with tilde

eparaior) format, the certificate(s) issued by its hanker, the drafts and certificates received from No

I csident Ba iigladeslli (NRB) and Foreign applicants and a copy of the list conta

i ning the draft information.

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n the next \\ orking clay, the Exchanges shall provide the Issuer with the information received from the

tockbroei/Merclmt Bankers, the drafts and certificates submitted by Non-resident Bangladeshi (NRB) and

horeign applicants and the list containing the draft information. Exchanges shall verify and preserve the

hankers ' cern licates in their custody.l'hc pplicaIiOnIlY instructions shall he preserved by the Stockhroker/Mernt Bankers up to 6 months from

istin ol the securities with exchange.

Stcp-3 (Issuer)

lhc Issuer shall prepare consolidated list of the applications and send the applicants' BOID5 in electronic

text format in a CDROM to CDBL for vcrilicatioi. The Issuer shall post the consolidated list of applicants

n its vehsite and vebsites of the Exchanges. CDBI. shall verify the BOIDS as to whether the BC) accounts of

ihe i pplicai1ts actiVC or not.

On the next working day. CDBL shall provide the Issuer with an updated database of the applicants

uiitalI1lng BC) Account Number. Name, Addresses, Parents' Name. Joint Account and Bank Account

i ntormation along with the verification report.After receiving verification report and informatioll from CDBL. the Issuer shall scrutinize the applicatiOI5.piepaic eategor wise consolidated lists of valid and invalid applications and submit report of final status of

suhscriptioil to the Commission and the Exchanges within tO (tell) working days from the date of receiving

n formation from the Exchanges.Ihe Issuer and the issue manager shall conduct category wise lottery with the valid applications

within 03

ttliree) working days from the date of reporting to the Commission and the Exchanges. if do not receive anY

observatinil from the Commission or the Exchanges.ftc Issuer and issue managel' shall arrange posting the lottery result on their websites within

06 (six) hours

and on the websites of the Commission and Exchanges within 12 (twelve) hours of lottery.

\Vithin 02 (twO) working days of conducting lottery, the issuer shall:ti mnic (text format with

send categoiy \ViSe lists of the successful and unsuCceSSlw aIl,tLLLiIL

tilde separator) tormat to the respective Exchange.send category vise lists of unsuccessful applicants who are suliect to peilal provisions as perconditions of the Consent Letter issued by the Commission in electronic (text format with tilde

separator) format to the CommissiOn and Exchanges rnenti oniilg the penalty amount against each

applicant.issue allotment letters in the names of successful applicants in electronic format with digital signatures

and send those to respective Exchange in electronic form.send consolidated allotment data (BOlD and number of securities) in electronic text lormat in a

(l)R( )M to CDBL to credit the allotted shares to the respecti\C BC) accounts.

tCl)-4 (lfltCI'mCdi1I'Y)

On the next working day. Exchanges shall distribute the information and allotmeilt letters to the

to kbr ker/Merchant Bankers concerned in electronic format and instruct them to:

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remit the amount of successful (other than NRB and Foreign) applicants to the Issue(s respective Escrow

Account opened or subscription purpose. and unblock the amount of unsuccessful applicants:

h send the penalt y amount of other than NRB and Foreign applicants who are subject to penal provisions to

the lssuers respective Escrow Accounts along with a list and unblock the balance application money:

I (. Ou the next working da y of receiving the documents from the Exchanges. the Stockbrokers/Merchant Banker

shall request its banker to:

a ) ic lease the amount blocked for unsuccessful (other than NRI3 and foreien) applicants:b) remit the aggregate amount of successful applicants and the penalty amount of unsuccessful applicants

oiher than NRB and foreign) who are subject to penal provisions to the respective Escrow' accounts of

the Issuer opened for subscription purpose.

Oii the next working day of receiving request from the Stockbrokers/Merchant Bankers. their bankers shall

unblock the amount blocked in the account(s) and remit the amount as requested for to the Issuer's •Escrow'

t.L'OIAi1t.

Simultaneousl y , the stockbrokers/Merchant Bankers shall release the appl icat on money blocked in the

c itomcr accounts: i niorm the successful applicants about allotment of securities and the unsuccessfulappIicailtS al)O1it releasing their blocked amounts and send documents to the Exchange evidencing details of

the remittances macic to the respective 'Escrow ' accounts of the Issuer. The unblocked amounts oh

unsuccessful applicants shall he placed per their instructions. The Stockbroker/Merchant Banker shall he

entitled to recover the withdrawal charges, if any. from the applicant who wants to withdraw the application

money. up to an aniount of Tk.5.00 (five) per withdrawal.

All dralts submitted b y NRB or Foreign applicants shall be deposited in the Issuer's respective 'Escrow'

accounts and refund shall he made by the Issuer by refund warrants through concerned stockbroker or

merchant hanker or transter to the applicant's bank account (FC account which has been debited to apply by

7' RB or foreign applicants) through banking channel within 10 (ten) working clays from the date of lottery.

\ I iscellaneous:

2(1. Ihe Issuer. Issue Manager(s). Stockbrokers and Merchant Bankers shall ensure compliance of the above.

.21 Ihe bank clra0s (Fl )D) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date of

punlication of abridged version of prospectus.

2?. Amount deposited and blocked in the "Public Issue Application Account" shall not be withdrawn or

transierred during the blocking period Amount deposited by the applicants shall not he used by the

Stockbrokers/Merchant Bankers for any purpose other than public isstie application.

?. 'lhc Issuer shall pay the costs related to data transmission, if clai mccl by the Exchange concerned up to an

amount of 'l'k. 2.00.000.00 (laka two lac) for a public issue.

2-(. Ihe Stockbroker/Merchant Bankers shall he entitled to a service charge of Tk.5.00 (taka five) only perapplication irrespective of the amount or category. The service charge shall be paid by the applicant at the time

submittine application.

? Flie Stockbroker/Merchant Banker shall provide the Issuer with a statement of the remittance and drafts sent.

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Issuer shall accumuliuc the penalty amount recovered and send it to the Commission through a bank

li ati/paYiiieilt order issued in favor of the Bangladesh Securities and Exchange Commission.

7. '[he concerned Exchange are authorized to settle any complaints and take necessary actionS against any

S t ockbroker/Mci chant Banker in case of violation of any provision of the public

isSUC application process with

inwnatiOO to the Commission.

I h Issue manager shall carefully examine and compare the published prospectus and its abridged version on the

date ol pubhcatiOil with the copieS vetted by the Commissio

n. If any discrepancy S found both the issuer and the

su

manager shall jointly publish a corrigendum immediatelY in the same newspapers concerned, simultaneously

endorsing copies thereof to the CommissiOii and the stock exchanges concerned. In this regard. the issue manager

shall submit a compliance report to the Commission within 5 working (lays from the date of such publications

. '[he lund collected through Public Offering shall not be utilized prior to listing with Exchanges and that utilization

of

the said lund shall be effected through banking channel, i.e. through account payee cheque. pay order or bank

clralts etc.

'[lii company shall furnish status report on utilization of Public Offering proceeds au(lited

by foreign

at'flhiaIc(l auditors ail(l authenticated by the hoard of directOrS to the CommiSSi011 and the exchanges within

I Fill ccii) (lays of the closing of each month until such fund is fully utiliiedl, as mentioned in the schedule

COfltiiiiW(t in the prospectus. The issuer shall simultaneously post the status report in its websiteS of the

l'xchangcs. In the event of any irregularitY or inconsistencY, the CommiSsion may employ o. engage any

persoli. at issuer's cost. to examine whether the issuer has utilizCd the proceeds for the purpose disclosed in

tlii prospectus.

4. While auditing the utilizatiOn of IPO proceeds the auditors will perform their jobs under the following

terms of refereiiCe TOR) and confirm the same in their i.epoi.t/certificate:

, as snecifiecl 1'

ta) \'shether IP() proceeds nave u -

prospectuS(b) Whether I1'O proceeds have been utilized in line with the condition (if an

y ) of the Commissio if s

consent letteFIc) Whether utilization of LPO proceeds have been completed within the time

schedule/iifll)ICt8t10I schedule as specified in the published prospectus

tdt Whether utilization of IPO proceeds isac curate and for the purpose of the company as

ule fl t ' ()ned/sPecth t in the published prospect us; and

(ct The auditors should also confirm that:(i)aSsetS have been procuredl/i111P01t/c0n5truct

a i utoining proper/required procedure as well as at reasonable j)rice and (ii) auditors' report

has been ma(le on verification of all necessary (locuments/I)ape t 5/YOU CIS in support of IPO

proceeds making reconciliation with Bank Statement.

\ll i ansactiofls. cxcluding petty cash expenses. shall be cffectd by crossed cheques or hank transfers.

Proceeds of the public offering shall not be transferredl to any other bank account before listing with the

F \cliailge( s). '[lie proceeds shall not be used for any purpose other than those specified in the prospectus without

an' alid groundl. Any cleviatioil in respect of tinie or purpose of utilization must have prior approval of thehar'Iioldcrs in the general meeting through a Board approved agenda thereon and due notification to the

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h t eholdC1 and if approVCCl by the shareholders, the meeting resolution shall he submitted to the Commission and

the \changes along with reasonable explanations

j i •n\ quarter or half-year of the fjnancial year ends after pub1icati01 of the abridged versiOn of prospeCttts and

betore listing of its securities with any exchange. the company shall d

tsse inate!trmsn0biTht the said

qu i rterlYthit 1 . yearly financial statements in accordance with the Commi55i0h

1 s NotifiCati0l SECICMRRCDI200S

I

3/admiIi/0334 dated September 27. 2009 and Rules 13 of the Securities and Exchange Rules. 1987.

In the event of arising j5SUCS onccrnii1g Price Sensiti\'e Information as defined under the

after publicatioi of the abridged version of prospeCtus and before listing of its

securities \v1 th any exchange. the company shall di ssemi l ate1ui mittsublmt the informatio n as price sensitive in

accordance with the Commi ssion

s Notificati0i No. SEC/SRM112009531195O dated October 24. 2000.

—D

As pci provision of the Depository Act. 1999 & regulatioil5 made there under, shares will only be issued in

(Ieiierlhzl condition. All transfer/translis5bosP tting will take place in the Central Depository Banglade5l

I .td (CDBL) s y stem and any further issuance of shares (including rights/boItts) will be made in dematerialized

tOlin (ml v.

ftc issuer and the issue manager shall ensure clue compliance of all the above condlitiolls. the 'Bangladesh

Securities and Exchange Commission (Public Issue) Rules. 2015' and the listing regulations of the exchanges.

Ihe Commission may impoSe further conditions/ stctions etc. from time to time as and when considered

necessarY which shall also he binding upon the issuer company

R\ order 1 the Bangladesh Securities and Exchange Commission

o36S- I'

Nid. I ai'tIq lIossainI )cpu'.\ I )irecOr

tI'iI)tItiQIi:I. it 'B ('api ta I Management Limited

2. R oi s In vest ment Limid

3 Pu mc Bank Investment I imited

4. l3cneal lnvestiTleiit5 Limited

5. I nkaBafl gIl Investments Limited

6.MahIel Huq & CO. Chartered Accountants

egirar of Joint Stock Companies and Firms.

\1anagifl Director. Dhaka Stock Exchange Limited.Managing Director. Chittagoilg Stock Exchange Limited.

- ('hief Executive Officer. CDBL.

5. llead of all Dcpartmeit5. BSEC.h. Office of the Chairii1ilI. BSEC.

7. Office of the Commissioners. BSEC.Page8 of8

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