BANGLADESH SECURITIES AND EXCHANGE COMMISSIONJIBON &MATOWER(14. 15, 16 & 20 FLOOR), 10 DILKUSHAC!A, DHAKA-1000, BANGLADESH

SEC/Cl/IPO- I 81/2012/62115 December 2015

Managing DirectorDragon Sweater & Spinning Limited25/2, DII Road. Malibagh.Chowdhury Para, Dhaka-1219Fax: 880-2-8315572

Manager to the-issue:Swadesh Investment Management LimitedUnique Trade Center. Level-] 1.8 PanthàathrnKarwan Bazar, Dhaka-1215.Fax No.: 880-2-58157544

Subject: Consent for raising of capital throuEh Initial Public Offer (IPO) and issuance

of prospectus by Dragon Sweater & Spinning Limited

This refers to your application dated 01 March 2012 and subsequent applications and correspondencesconcerning the above subject, which contains, among others, an authenticated draft prospectus. DueDiligence Certificates' issued by the issuer's sponsors and other officers, the Manager to the issue andthe Underwriters, and the Audited Financial Statements of the issuer company as of 3 1 December,2014 along with the Auditor's Report thereon by the company's auditors, namely, Shiraz Khan Basalt

& 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 the BangladeshSecurities and Exchange Commission (Public Issue) Rules, 2006, based on all the abovedocuments and information provided to BSEC, to issue of 40,000,000 Ordinary Shares ofTk. 10.00 each totaling to Tk. 400,000,000.00/- (Taka fort)' crore only) through public offerand approves the prospectus of Dragon Sweater & Spinning Limited (hereinafter referred toas issuer or company). subject to the following conditions imposed under section-2CC ofthe said Ordinance, as mentioned under Part-A, B, C, D and E namely:-

PART—A

The Company shall go for Initial Public Offer (IPO) for 40,000,000 ordinary shares of

Tk. 10.00 each at par totaling to Tk. 400,000,000.00 (Taka forty crore) following theSecurities and Exchange Commission (Public issue) Rules, 2006, the Depository Act,1999 and regulations made there under.

The abridged version of the prospectus, as approved by the Commission, shall bepublished by the issuer in 4 (Four) national daily newspapers (two in Bangla and two inEnglish), within 05 (Five) working days of issuance of the consent letter. The issuer shallpost the full prospectus, vetted by the Bangladesh Securities and Exchange Commission.in the issuer's website and shall also put on the websites of the Commission, stockexchanges, and the issue manager, within 5 (Five) working days from the date ofissuance of this letter and shall remain posted till the closure of the subscription list. Theissuer shall submit to BSEC. the stock exchanges and the issue manager a diskettecontaining the text of the verted prospectus in "MS -Word" format.

Page 1 of 11

ffA!BX: +380-2-956810-2, ±880-2-956525. Fax : +890-2-956372 1, e-mail: .Web

BANGLADESH SECURITIES AND EXCHANGE COMMISSIONJ1130N F3IMA TOWER 14, 15. 16 & 20 FLOOR), 0 DILKUSI l.\ C \. Dl IAK.•\- 000, BANGI.\D[SlI

3. Sufficient copies of prospectus shall he made available by the issuer so that an y personrequesting a COPY may receive one. A notice shall he placed oil front of theapplication form distributed in connection with the offering. informing that interestedpersons are entitled to a prospectus. if they so desire, and that copies of prospectus mahe obtained from the issuer and the issue manager. The subscription application shallindicate in hold t ype that no sale of securities shall he made, nor shall any mone) he takenlroni any person. iii connection with such sale until 25 (Twenty five) days after theprospectus has been published.

4. The company shall submit 40 (For) copies of the printed prospectus to the BangladeshSecurities and Exchange Commission for official record within 5 (Five) working daysI'rorn the date of publication of the abridged version of' the prospectus in the newspaper.

5. The issuer company and the issue manager shall ensure transmission of' the prospectusand abridged version of the prospectus for NRBs through email. simultaneousl y withpublication of the abridged version of' the prospectus. to the Bangladesh Embassies andMissions abroad and shall also ensure sending of the printed copies ol'abridged version ofthe prospectus to the said Embassies and Missions within 05 (Five) working (lays of' thepublication date by Express Mail Service (EMS) of the postal department. A compliancereport shall be submitted in this respect to the BSEC jointly by the issuer and the IssueManager within 02 (Two) working days from the date of said dispatch ol'the prospectus.

6. The paper clipping of the published abridged version of the prospectus. as mentioned atcondition no. 2 above, shall be submitted to the Commission within 24 hours of thepublication thereol

7. The company shall maintain separate bank account(s) for collecting proceeds of the InitialPublic Offering and shall also open Foreign Currency (FC) account(s) to deposit theapplication money of the Non Resident Bangladeshis (NRBs) for IPO purpose. and shallincorporate full particulars of said FC account(s) in the prospectus. The compan y shallopen the above-mentioned accounts for IPO purpose: and close these accounts afterrefund of over-subscription money. Non-Resident Bangladcshi (NRI3) meansBangladeshi citizens staying abroad includin g all those who have dual citizenship(provided they have a valid Bangladeshi passport) or those, whose foreign passport hear astamp from the concerned Bangladesh Embassy to the effect that no visa is required fortraveling to Bangladesh.

8. The issuer company shall apply to all the stock exchanges in Bangladesh for listing within7 (Seven) working days from the date of issuance of this letter and shall simultaneouslysubmit the vetted prospectus with all exhibits, as submitted to BSEC. to the stockexchanges and shall also submit cop y of the listing application to BSEC.

9. The f'ollowing declaration shall be made by the company in the prospectus. namely: -

'Declaration about Listing of Shares with the stock exchange (s):

None of the stock exchange(s), if for any reason, grants listing within 75 (Seventy Five)days from the closure of subscription, any allotment in terms of this prospectus shall bevoid and the company shall refund the subscription money within 15 (Fifteen) days fromthe date of refusal for listing b y the stock exchan ges, or from the date of expiry of' the said75 (Seventy Five) days. as the case may be.

Page 2 of' I I

Dw"Ilmw

Phone (PAI3X) : +880-2-9568101-2, f 880-2-9561525. Fax: 4-880-2-9563721. e-mail

Web

"-S

- BANGLADESH SECURITIES AND EXCHANGE CO\I\IISSION

JI BON uI\-l\IOWIR (4. H. 1 620 1'I.00R(. I() DILKLSiLAC .\. DIIAK;\-ItiOO. }\\Gt ;\I)ESII

In case of non-refund of the subscription mone\ within the aforesaid 15 (Fifteen) (lays.the Directors of the compan y . in addition to the issuer compan y, shall be collective!) andseverally liable for refund of the subscription money. with interest at the rate of 2%(Two Percent) per month above the hank rate, to the subscribers concerned.

The issue manager. in addition to the issuer company, shalt ensure due compliance of' theabove mentioned conditions and shall submit compliance report thereon to theCommission within 07 (Seven) days of expir of the aforesaid 15 (Fifteen) (lays timeperiod allowed for refund of the subscription money

10. The subscription list shall he opened and the sale of securities commenced after 25(Twenty Five) days of'the publication of the abridged version of the prospectus.

II The IPO shall stand cancelled and the Issuer shall inform the stock exchanges within 2(two) working days of' receiving y en lication report and information from ('1)131, torelease the application mone\ . ii an y of the following events occur:

(a) Upon closing or the subscription list it is found that the total number of validapplications (in case of Linden subscription including the number of the under riter) isless than the iii inimum requirement as specified in the listing regulations of the stockexchange(s) concerned or

(h) At least 50% of the IPO is not subscribed.

12, 20% of total public offering shall he reserved for w 10% of totalpublic offering shall be reserved for non-resident Bangladeshi (NRB) and 10% formutual funds and collective investment schemes registered with the Commission,and the remaining 60% shall be open for subscription by the general public. In caseof under-subscription under any of the 20% and 10% categories mentioned above,the unsubscribed portion shall be added to the general public category and, if aftersuch addition, there is over subscription in the general public category, the issuerand the manager to the issue shall jointly conduct an open lottery of all theapplicants added together.

13. All the applicants shall first he treated as applied f'or one minimum market lot of 500shares worth Taka 5,0001- (Taka five thousand onl y). If on this basis. there is oversubscription, then lottery shall be held amongst the applicants allocating oneidentification number for each application, irrespective of the application money. In caseof over-subscription under any of the categories mentioned hereinabove, the issuer andthe issue manager shall jointl y conduct an open lottery of all the applications receivedunder each category separately in presence of representatives from the issuer. the stockexchanges and the applicants, if there be any.

14. An applicant cannot submit more than two applications, one in his/her own nameand the other jointly with another person. In case, an applicant submits more thantwo applications, all applications will be treated as invalid and will not be consideredfor allotment purpose. In addition, 15% (fifteen) of the application money will beforfeited by the Commission and the balance amount will be refunded to theapplicant.

Page3ofll

Phone (PABX): i 880-2-9568101-2, 880-2-956I525, Fax: 880-2-9563721. e-mail: . \\-eh .

I

BANGLADESH SECURITIES AND EXCHANGE COMMISSION11130N BIMA TOWFR 4. I. 20 HOUR. 10 DILKUSft\ A. Dl IAKA- 000. BANGLADESh

15. The applicants who have applied for more than two applications using same bankaccount, their application will not be considered for lottery and the Commission willforfeit 15 110 of their subscription money too.

16. Making of any false statement in the application or supplying of incorrectinformation therein or suppressing an y relevant information in the application shallmake the application liable to rejection and subject to forfeiture of 25% of theapplication money and/or forfeiture of share (unit) before or after issuance of thesame by the issuer. The said forfeited application money or share (unit) will bedeposited in account of the Bangladesh Securities and Exchange Commission(I3SEC). This is in addition to any other penalties as may be provided for by the law.

17. The compan y shall furnish the List of Allotees to the ConlmiSStOfl and the stockexchange(s) simultaneously in which the shares ill he listed, within 24 (Twenty Four)hours olallotment.

18. In the event of under-subscription of the public offering, the unsubscribed portion ofsecurities shall he taken up by the underwriter(s) (subject to Para - I I above). The issuermust notify the underwriters to take up the underwritten shares within 10 (Ten) days ofthe closing of subscription oil payment of the share money within 15 (Fifteen) (laysof the issuer's notice. The underwriter shall not share any underwriting fee with the issuemanager. other underwriters, issuer or the sponsor group.

19. All issued shares of the issuer at the time of according this consent shall be subject to alock-in period of 03 (Three) years from the date of issuance of' prospectus orcommercial operation, whichever comes later.

Provided that the persons (other than Directors and those who hold 5% or more shares inthe company). who have subscribed to the shares of the company within immediatelypreceding two years of according consent shall he sub l ect to a lock-in period of 01 (One)year from the date of issuance of prospectus or commercial operation. whichever comeslater.

20. If any existing sponsor or director of any compan\ transfers any share to any person.other than existing shareholders, within preceding 12 (twelve) months of submitting anyapplication for raising of capital or initial public offering (lPO), all shares held by thosetransferee shareholders shall be subject to a lock-in period of 3 (three) years from thedate of issuance of prospectus for I P0.

21. Shares not allotted at the time of according this consent, but allotted after listing, in favorof sponsors. directors or shareholders having 5% or more shares through stock dividends,shall be subject to a lock-in period of 02(two) years from the date of' issuance of theprospectus.

22. In respect of shares of Sponsors/Directors/Promoters (if in paper format) shall behanded over to security custodian bank registered with BSEC and shall remain tillcompletion of lock in and the name and branch of the bank shall be furnished to theCommission jointl y by the issuer and Issue Manager, along with a confirmationthereof from the custodian bank, within one week of listing of the shares with thestock exchange(s). Or they (shares of Sponsors! Directors! Promoters) can be(lemated and will remain in lock-in under CI)BL s ystem and issuer will submit a

Page 4 of I I

Phone (PABX) : ±880-2-9568101-2, +880-2-9561525. Fax : +880-2-9563721. c-mail

\Veh:

'7 BANGLADESH SECURITIES AND EXCHANGE COMMISSION\ .

i1130N BIMATOWER (4. . lb & 2(1 FLOOR). 10 DILKLSIIAC A, DHAKA-l000. BANGLADESH

dematerialization confirmation report generated by CDBL and attested byManaging Director of the company along with lock-in confirmation with BSECwithin one week of listing of the shares with the stock exchange(s). In respect ofshares other than Sponsors/Directors/PrOniOtCrs the issuer will ensure their lock-inof those shares and submit a statement to this effect to BSEC.

23.The Company shall not declare any benefit/dividend other than cash based on thefinancial statements for the periodended on 31 December 2014 before listing of itscapital with stock exchange(s).

24. Updated Corporate Governance Guideline of the Commission has to compl) ith and acompliance report thereof shall he submitted to the Commission before 7 (seven) (lays of

opening Of subscription.

PART-13Application Process

Step-I (Applicant)

An applicant for public issue of securities shall submit application/buy instruction tothe Stockbroker! Merchant Ranker where the applicant maintains customer account,within the cut-off date (i.e. the subscription closing date). which shall he the 25hh1

(twenty fifth) working day from the date of publication of abridged version of

prospectus.2. The application/buy instruction may he submitted iii prescribed paper or electronic

form, which shall contain the Customer ID. Name. 130 Account Number. Number ofSecurities applied for. Total Amount and Category of the Applicant. At the same

time:Other than non-resident Bangladeshi (NRI3) and Foreign applicants shall makethe application money and service charge available in respective customeraccount maintained with the Stockbroker/Merchant Banker. No marginfacility, advance or delrred payment is permissible for this purpose. In casethe application is made through a margin account, the application money shallbe deposited separately and the Stockbroker/Merchant Banker shall keep theamount segregated from the margin account, which shall be refundable to the

applicant. if become unsuccessful.Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bankdrafts (FDD). issued in favor of the Issuer for an amount equivalent to theapplication money. with their application to the concernedStockbroker/Merchant Banker. A Non-resident Bangladeshi (N R13) andForeign applicant may also submit a single draft against 02(two) applicationsmade by him/her, i.e. one in his/her own name and the other jointly withanother person. The draft (FDI)) shall be issued b y the Bank where the

applicant maintains NF1'A/Foreign Currency account debiting the same

Page5ofll4L_

Phone (PABX): '880-2-956R 101-2. 880-2-956 1525. Fax880-2-956372 1. e-mail. . Web.

a)

h)

r ,•.

BANGLADESH SECLRI liES \D EXCHANGE COMMISSIONYi J1BON BIMA TOWFR (14. 1 5. 16 U FLOOR), 10 DILKUSIIA CA. DI IAKA- 1000. BANGLADESH

account. No banker shall issue more than two drafts from an\ NITA; Fore [Lill

Currency account for an y public issue. At the same time. the applicant shallmake the service charge available in respective customer account maintainedwith the Stockbroker/Merchant Banker.

Step-2 (Intermediary)3. The Stockbroker/Merchant Banker shall maintain a separate hank account only for

this purpose namely Puhlic Issue Application Account". The Stockbroker/MerchantBanker shall:

a) post the amount separate] ,, in the customer account (other than N RB and Foreignapplicants), and upon availabillt% of fund. block the amount equivalent to theapplication money:

b) accumulate all the application/buy instructions received up to the cut-ott date.deposit the amount in the 'Public Issue Application Account" maintained with itsbank within the first banking hour of next working day of' the cut-off date. Incase of application submitted by the Stock-dealer or the Merchant Banker's ownportfolio, the application amount should also be transferred to the "Public IssueApplication Account":

C) instruct the hanker to block the account for an amount equivalent to the aggregateapplication money and to issue a certificate in this regard.

4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for.issue a certificate confirming the same and handover it to the respectiveStockbroker/Merchant Banker.

5. For Non-resident Bangladeshi (NRB) and Foreign applicants, theStockbroker/Merchant Banker shall prepare a list containing the draft informationagainst the respective applicant's particulars.

6. The Stockbroker/Merchant Banker shall prepare category ise lists of' the applicantscontaining Customer ID. Name, BO Account Number and Number of' Securitiesapplied for, and within 03 (three) working (lays from the cut-off' date. send to therespective Exchange. the lists of applicants in electronic (text format with tildeseparator) format. the certificate(s) issued by its banker. the drafts received fromNon-resident Bangladeshi (NRB) and Foreign applicants and a copy of the listcontaining the draft information.

7. On the next working day. the Exchanges shalt provide the Issuer with theinformation received from the Stockbroker/Merchant Bankers. the drafts submitted byNon-resident Bangladeshi (NRB) and Foreign applicants and the list containing thedrall information. Exchanges shall verify and preserve the bankers' certificates intheir custody.

8. The application/buy instructions shall be preserved by the Stockbroker/MerchantBankers up to 6 months from listing of the securities with exchange.

Step-3 (Issuer)Page 6 of I I

INPhone (PAM) 80-2-9568I0I-2, +850-2-9561525. Fax: +880-2-9503721. e-mail : I Web

(JBANGLADESH SECURITIES AND EXCHANGE COMMISSIONJlBO BIMA TOWER (14. . 6 &0 EU siR). 0 DILKUSII!\ (A. 1)1 IAKA- 000. BAN(jL.-\DESH

9 The Issuer shall prepare consolidated list of the applications and send the applicants

130I Ds in electronic (text) format in a CDROM to CDBI. for verification. The Issuershall post the consolidated list of applicants on its ebsite and vebsites of the

Exchanges. CDBI, shall verify the 130lI)s as to whether [lie BO accounts of the

applicants are active or not.

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

of the applicants containing 130 Account Number. Name. Addresses. Parents Name.Joint Account and Bank Account information along with the verification report.

I After receiving verification report and information from CE)13L. the Issuer shallscrutinize the applications, prepare category wise consolidated lists of valid andinvalid applications and submit report of final status of subscription to the

Commission and the Exchanges within 10 (ten) working (lays from the date of

receiving in fOrmation from the Exchanges.

12 The Issuer and the issue manager shall conduct category wise lottery with the valid

applications within 03 (three) working (lays from the date of reporting to the

Commission and the Exchanges. if do not receive any observation from the

Commissionission or the Exchanges.

13 The Issuer and issue manager shall arrange posting the lottery result on their websites

within 06 (six) hours and oil the websites of the Commission and Exchanges within

12 (twelve) hours of lottery.

14

Within 02 (two) working days of conducting lottery. the Issuer shall:

a) send category wise lists of the successful and unsuccessful applicants inelectronic (text format with tilde '-- separator) format to the respective

Exchange.

h) send category wise lists of unsuccessful applicants who are subject to penalprovisions as per conditions of' the Consent Letter issued by the Commissionin electronic (text format with tilde '-' separator) format to the Commission

and Exchanges mentioning the penalty amount against each applicant.

C) issue allotment letters in the names of successful applicants in electronicformat with digital signatures and send those to respective Exchange in

electronic form.

d) send consolidated allotment data (B011) and number of securities) inelectronic text format ill a CDROM to CDBL to credit the allotted shares to

the respective 130 accounts.

Step-4 (Intermediary)

15. On the next working day. Exchanges shall distribute the information arid allotment

letters to the Stockbroker/Merchant Bankers concerned in electronic format and

instruct them to:

Page7of'll

4--Web

I'hoiic (PARX) : 880-2-9568101-2. -880-2-9561525. Fax: 8S0-2-956372L e-mail : .

p'

f4fl\ BANGLADESH SECURITIES AND EXCHANGE COMMISSIONIIRU\ 13R1 \ O\\ LR 4 I ( & J) L( )OR (1 DILKL SI I \( A 1)1 \k \ UO 13 \NGI \D[SIl

a) rem it the amount of successful (other than NRE) and Foreign) applicants to the

lssuer's respective Escrow Account opened for subscription purpose. and unblockthe amount of unsuccessfii I applicants:

b) send the penalt) amount of other than N RB and Foreign applicants who are

subject to penal provisions to the Issuer's respective Escrow Accounts along itha list and unblock the balance application mone\

16.

On the next working day of receiving the documents from the Exchanges. theStock brokers/M ere haiit Ranker shall request its banker to:

a) release the amount blocked ibr unsuccessful (other than NRB and foreignapplicants-,

b) remit the aggregate amount of successili1 applicants and the penalty amount of

unsuccessful applicants (other than NR[3 and foreign) wilo are subject to penal

provisions to the respective 'Escrow* accounts ol' the Issuer opened forsubscription purpose.

17. On the next working da y of receiving request from the Stockhroker.IMerchalit

Rankers. their bankers shall unblock the amount blocked in the account(s) and remit

the amount as requested for to the Issuer's 'Escrow account.

18. Simultaneously. the stockbrokers/Merchant Rankers shall release the application

mone blocked in the customer accounts: inform the successful applicants about

allotment of securities and tile unsuccessful applicants about releasing their blocked

amounts and send documents to the Exchange evidencing details of the remittances

made to the respective 'Escrow' accounts of the Issuer. The unblocked amounts of

unsuccessful applicants shall he placed as per their instructions. The

Stockbroker/Merchant Banker shall be entitled to recover the withdrawal charges. if

any. from the applicant who wants to withdraw the application mone y , up to anamount of '11.5.00 (five) per withdrawal.

19. All drafts submitted h NRB or Foreign applicants shall he deposited in the Issuer's

respective 'Escrow' accounts and refund shall be made by the Issuer by refund

warrants through concerned stockbroker or merchant banker or transfer to the

applicant's bank account through banking channel within 10 (ten) working days fromthe date of lottery.

Miscellaneous:

20.

The Issuer, Issue Manager(s). Stockbrokers and Merchant Bankers shall ensurecompliance of the above.

21.

The bank drafts (FDD) shall be issued considering TT Clean exchange rate of SonaliBank Ltd. on the date of publication of abridged version of prospectus.

22.

Amount deposited and blocked in the 'Public Issue Application Account" Silall not be

withdrawn or transferred during the blocking period. Amount deposited b y the

Page8of!l

4—Phone (PABX) :4-880-2-9568101-2. 4 880-2-9561525. Fax: ±880-2-9563721, e-mail : - Web

BANGLADESH SECURITIES AND EXCHANGE COMMISSION.11 BON BIM.A TO\\ ER H4. I . ) FLOOR), 1( DILKLSIIi\ CA. Dl l;\K:\- I(JUO. BAGLADkSl!

applicants shall not he used by the Stockbrokers/Merchant Bankers lbr any purpose

other than public issue application.

23. The Issuer shall pay the costs related to data transmission. ii claimed by the Lxchangeconcerned up to an amount of Fk.2.00.000.00 (taka two lac) for a public issue.

24. The Stockbroker/Merchant Bankers shall be entitled to a service charge of T1.5.00(taka live) only per application irrespective of the amount or category. The servicecharge shall be paid by the applicant at the time of submitting application.

25. The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the

remittance and drafts sent.

26. The Issuer shall accumulate the penalty amount recovered and send it to theCommission through a bank draft/payment order issued in favor of the Bangladesh

Securities and Exchange Commission.

27. The concerned Exchange are authorized to settle any complaints and take necessaryactions against any Stockbroker/Merchant Banker in case of violation of anyprovision of the public issue application process with intimation to the Commission.

PART—CThe issuer and the issue manager shall ensure that the abridged version of the prospectusand the flitl prospectus is published correctly and in strict conformity with the conditionsof this letter without any error/omission. as vetted by the Bangladesh Securities andExchange Commission.The issue manager shall carefully examine and compare the published abridged version ofthe prospectus on the date of publication with the copy vetted by BSEC. If anyuiscrepancy/ inconsistency is found. both the issuer and the issue manager shall jointl)publish a corrigendum immediately in the same newspapers concerned, simultaneouslyendorsing copies thereof to BSI--C and the stock exchange(s) concerned, correcting thediscrepancy/inconsistency as required under 'Due Diligence Certificates' provided withBSEC.Both the issuer company and the issue manager shall, immediately after publication olthcprospectus and its abridged version. jointly inform the Commission in writing that thepublished prospectus and its abridged version are verbatim copies of the same as vettedby the Commission.The fund collected through Public Offering shall not be utilized prior to listing with stockexchanges and that utilization of the said fund shall he effected through banking channel.i.e. through account payee cheque, pay order or bank drafts etc.

The company shall furnish status report on utilization of Public Offering proceeds auditedby foreign affiliated auditors and authenticated by the board of directors to theCommission and the stock exchanges within 15 (Fifteen) days of the closing of each monthuntil such fund is full y utilized, as mentioned in the schedule contained in the prospectus,and in the event of any irregularity or inconsistency, the Commission may employ or engage

an y person, at issuer's cost, to examine whether the issuer has utilized the proceeds for thepurpose disclosed in the prospectus.

Page9 of' ll

Phone (PAI3X) 880-2-956801-2. +880-2-9561525. Fax : ±0-2-956372I. e-mail

4

5.

BANGLADESH SECURITIES AND EXCHANGE COMMISSION(IBON BIM.\ 10\V ER i 4. 1 1 6 & .() I !.( )( )R 0 DILK-1, SH.\ ( .\. Dl :\K.\- ((00. RA VI

6. While auditing the utilization of IP() proceeds, the auditors will perform their jobslIll(Ier the following terms of reference (TOR) and confirm the same in theirreport/certificate:

(a) Whether [PO proceeds have been utilized for the purposes/heads as specified inthe prospectus;

(b) Whether IPO proceeds have been utilized in line with the condition (if any) ofthe Commission's consent letter;

(c) Whether utilization of 11`0 proceeds have been completed within the timeschedule/implementation schedule as specified in the published prospectus;

(d) Whether utilization of IPO proceeds is accurate and for the purpose of thecompany as mentioned/specified in the published prospectus; and

(e) The auditors should also confirm that:(i)assets have beenprocu red/i mported/constructed maintaining proper/required procedure as wellas at reasonable price; and (ii) auditors' report has been made oil ofall necessary documents/papers/vouchers in support of IPO proceeds makingreconciliation with Bank Statement.

7. All transactions, excluding pens cash expenses. shall be effected throu gh the company'shank account(s).

8. Proceeds of' the Public Offering shall not he used for an y purpose other than thosespecified in the prospectus. Any deviation in this respect must have prior approval of theshareholders in the shareholders Meeting under intimation to BSEC and stock exchanges.

9. Directors oil Company's Board will be in accordance with applicable laws, rules andregulations.

10. The financial statements should be prepared in accordance with Ban g ladesh AccountingStandards (BAS) and Bangladesh Financial Reporting Standards (BFRS) as required bythe Securities and Exchange Rules, 1987.

I . If any quarter or half-year of the financial year ends after publication of the abridgedversion ol' prospectus and before listin g of its securities with an y exchange. the corn pan\shall disserninate/transmit/st!blllit the said quarterl y/half yearlv financial statements inaccordance with tile Commission's Notification SEC/CMRRCD/2008_ I 83/admjn/03-34dated September 27, 2009 and the section 13 of tile Securities and Exchange Rules, 1987.

12. In the event of arising issues concerning Price Sensitive Information as defined under the'3 fC5 f'PT (TT TT fii) 1f1i'rr after publication of the

abridged version of' prospectus and before listing of its securities with an y exchange. thecompany shall dissenl inate/transm it/submit the information as price sensitive inaccordance with the Commission's Notification No. SEC/SRMI/200-953/ I 950 datedOctober 24, 2000.

13.No issuer of a listed security shall utilize more than 1131d (one-third) of the fund raisedtllrough I P0 for the purpose of loan repayment.

PART-D

I. All the above conditions imposed under section 2CC of tile Securities and ExchangeOrdinance. 1969 shall he incorporated in the prospectus immediatel y after the page of'thetable of contents, with a reference in tile table of contents, prior to its publication.

Page 10 of] I

Phone (PAI3X) 880-2-9568101-2. --880-2-9561525. Fax 880-2-9563721. c-mail \Vcb

BANGLADESH SECURITIES AND EXCHANGE COMMISSIONTj JIBON BIMA TOWER 4. 1 5 . i ()& 20 0 )R. 0 )ILKLSIIA C A. DHAKA-1000, BAN(;LADFSII

2. The Commission may impose further conditions/restrictions etc. from time to time as andwhen considered necessary which shall also be binding upon the issuer company

PA11'-E1. As per provision of the Depositor> Act. 1999 & regulations made there under. shares II

onl y he issued in dematerialized condition. All transfer/transmission/splitting will takeplace in the Central Depository Bangladesh Ltd. (CDBL) system and an y further issuanceof shares (Including rights/bonus) will be made in dematerialized form only.

An applicant (including NRB) shall not he able to apply for allotment of' shares ' ithoutBeneficial Owners (130) account.

2. The company and the issue manager shall ensure due compliance of all the aboveconditions and the Bangladesh Securities and Exchange Commission (Public Issue)Rules. 2006.

Thanking you.

By order of the Bangladesh Securities and Exchange Commission

Md. Kawsar AuDeputy Director

I)istrib tit ioit:1. Shiraz Khan Basak & CO.. Chartered Accountants2. Continental Insurance Limited.3. Crystal Insurance Company Limited:4. Karnaphuli Insurance Company Limited:5. Meghna Life Insurance Co. Ltd:6. Rupali Life Insurance Co. Limited:7. Sonal i Investment Limited;ited; and8. Uttara Finance and Investment Ltd.

Copy tQ-( not listed on the basis of seniority):I. /Registrar of Joint Stock Companies & Firms;I President, Dhaka Stock Exchange Limited:

3. President, Chittagong Stock Exchange Limited;

4. Chief Executive Officer, Dhaka Stock Exchange Limited:

5. Chief Executive Officer. Chittagong Stock Exchange Limited:

6. Chief Executive Officer. CDBL:

7. Head of all Departments. BSEC:

8. Office of the Chairman. BSEC: and

9. Office of the Commissioners. BSEC

Page I I of II

Phone (PABX) : 4-880-2-9568101-2. ±880-2-9561525. Fax: +850-2-9563721. c-mail

at