Draft Prospectus of Amulet Pharmaceuticals Ltd.

136 Pages·2016·3.7 MB·English

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making their investment decisions.”

PUBLIC OFFFFEERR OF 15,000,000 ORDINARY SHAARREESS

IISSSSUUEE DDAATTEE OOFF THE PROSPECTUS: [●]

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CClloossiinngg ddaattee ooff subscription: [●]

PROSPECTUS

NNAAMMEE OOFF TTHHEE IISSSSUUEERR

AAMMUULLEETT PPHHAARRMMAACCEEUUTTIICCAALS LTD.

MMAANNAAGGEERRS TO THE ISSUE

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AND

IICCBB CCAAPPIITTAALL MMAANNAAGGEEMMEENNTT LLIIMMIITTEEDD

A Subsidiary of ICB
1
PRELIMINARY INFORMATION AND DECLARATIONS:

“If you have any query about this document, you may consult the issuer, issue manager and underwriter”

“A person interested to get a prospectus may obtain from the issuer and the issue manager(s).”

Name & Address Contact Person Telephone & Fax Web Address & E-mail
Issuer Company:
Amulet Pharmaceuticals Ltd.
Tel: [phone]
Ch 72/1/B, Moddha Badda, Abu Zafar Enayet Rasul Website: www.amuletpharmaceuticals.com
Tel: [phone]
Holland Centre,(6thFloor), Progoti Managing Director E-mail:[email protected]
Fax: [phone]
Sarani, Dhaka-1212, Bangladesh
Issue Managers:
Banco Finance And Investment Limited Tel: [phone]
Mohammad Hamdul Islam Website: www.bfilbd.org
Baitul View Tower (11th Floor) Tel: [phone]
56/1, Purana Paltan, Dhaka-1000 Managing Director & CEO Fax: [phone] E-mail: [email protected]
ICB Capital Management Limited Nasrin Sultana Tel: [phone] Website:icml.com.bd
Green City Edge (5th & 6th Floor)
Chief Executive Officer Fax: [phone] E-mail:[email protected]
89, Kakrail, Dhaka-1000, Bangladesh
Underwriters:
Tel: [phone]
AIBL Capital Management Limited Md. Golam Sarwar Bhuiyan Tel: [phone] Website:www.al-arafahbank.com
Peoples Insurance Bhaban (7th Floor)
Chief Executive Officer Tel: [phone] E-mail: [email protected]
36, Dilkusha C/A, Dhaka-1000
Fax: [phone]
Tel: [phone]
Janata Capital and Investment Limited Dina Ahsan Website:www.jcil-bd.com
Tel: [phone]
48, Motijheel (3rdFloor), Dhaka-1000 Chief Executive E-mail: [email protected]
Fax: [phone]
Southeast Bank Capital Services Ltd Muhammad Shahjahan Tel: [phone] Website:www.southeastbank.com.bd
Eunoos Center (Level 9)
Managing Director (CC) Fax: [phone] E-mail:[email protected]
52-53 Dilkusha C/A, Dhaka-1000
Auditor:
Zoha Zaman Kabir Rashid & Co.
Chartered Accountants Md. Iqbal hossain FCA Tel: [phone]
Website:www.zzkrca.com
Rupayan Karim Tower, Partner,Zoha Zaman Kabir Tel: [phone]
E-mail:[email protected]
Level -7, Suite-7A, 80, Kakrail, Rashid & Co. Fax: [phone]
Dhaka-1000, Bangladesh.

“CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/OFFER OF
THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE SECURITIES AND EXCHANGE
COMMISSION (PUBLIC ISSUE) RULES, 2015. IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE
COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF
ITS PROJECTS OR THE ISSUE PRICE OF ITS SECURITIES OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR
OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEF
EXECUTIVE OFFICER, MANAGING DIRECTOR, CHIEF FINANCIAL OFFICER, COMPANY SECRETARY, ISSUE MANAGER, ISSUE
MANAGER’S CHIEF EXECUTIVE OFFICER, UNDERWRITERS, AUDITORS(S), VALUER AND/OR CREDIT RATING COMPANY (IF
ANY).”

“This being the first issue of the issuer, there has been no formal market for the securities of the issuer. The face value of the
securities is Tk. 10.00 (ten) and the issue price is Tk. 10.00, ‘One times’ of the face value. The issue price has been determined
and justified by the issuer and the issue manager/bidding by the eligible investors as stated under the paragraph on “Justification
of Issue Price” should not be taken to be indicative of the market price of the securities after listing. No assurance can be given
regarding an active or sustained trading of the securities or the price after listing.”

“Investment in securities involves a degree of risk and investors should not invest any funds in this offer unless they can afford to
take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision
in this offer. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including
the risks involved. The securities have not been recommended by the Bangladesh Securities and Exchange Commission (BSEC) nor
does BSEC guarantee the accuracy or adequacy of this document. Specific attention of investors to the statement of ‘risk factors’
given on page number(s) 77-82”

“The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this prospectus contains all
material information with regard to the issuer and the issue, that the information contained in the prospectus are true, fair and
correct in all material aspects and are not misleading in any respect, that the opinions and intentions expressed herein are
honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information
or the expression of any such opinions or intentions misleading in any material respect.”

2
AVAILABILITY OF PROSPECTUS
i) The Prospectus and abridged version of prospectus of APL in hard and soft forms of the Company shall be obtained
from the following addresses:

Name & Address Contact Person Telephone & Fax Web Address & E-mail
Issuer Company:
Amulet Pharmaceuticals Ltd.
Tel: [phone]
Ch 72/1/B, Moddha Badda, Abu Zafar Enayet Rasul Tel: [phone] Website: www.amuletpharmaceuticals.com
Holland Centre,(6th floor), Progoti Managing Director Fax: [phone] E-mail:[email protected]
Sarani, Dhaka 1212, Bangladesh
Issue Managers:
Banco Finance And Investment Limited Tel: [phone]
Baitul View Tower (11th Floor) Mohammad Hamdul Islam Tel: [phone] Website: www.bfilbd.org
56/1, Purana Paltan, Dhaka-1000 Managing Director & CEO Fax: [phone] E-mail: [email protected]
IGCrBe eCna Cpiittayl EMdgaen a(5gtehm &en 6t tLhi mFliotoedr) Nasrin Sultana Tel:[phone] Website:icml.com.bd
89, Kakrail, Dhaka-1000, Bangladesh Chief Executive Officer Fax:[phone] E-mail:[email protected]
Underwriters:
Tel: [phone]
APeIoBpL lCesa pInitsaulr Manacnea Bghemabeannt (L7imth iFtleodo r) Md. Golam Sarwar Bhuiyan Tel: [phone] Website:www.al-arafahbank.com
Chief Executive Officer Tel: [phone] E-mail: [email protected]
36, Dilkusha C/A, Dhaka-1000
Fax: [phone]
Tel: [phone]
Janata Capital and Investment Limited Dina Ahsan Tel: [phone] Website:www.jcil-bd.com
48, Motijheel (3rd floor), Dhaka-1000 Chief Executive E-mail: [email protected]
Fax: [phone]
Southeast Bank Capital Services Ltd Muhammad Shahjahan Tel: [phone] Website: www.southeastbank.com.bd
Eunoos Center (Level 9)
Managing Director (CC) Fax: [phone] E-mail:[email protected]
52-53 Dilkusha C/A, Dhaka-1000
Stock Exchanges:
Tel: [phone]
Dhaka Stock Exchange Limited (DSE) Web:www.dsebd.org
DSE Library Tel: [phone]
9/F, Motijheel C/A, Dhaka-1000 E-mail:[email protected]
Fax: [phone]
Chittagong Stock Exchange Limited (CSE) Tel: [phone]
Web:www.cse.com.bd
CSE Building, 1080, Sk. Mujib Road, Agrabad C/A, CSE Library Tel: [phone]
E-mail:[email protected]
Chittagong-4000 Fax: [phone]
Commission:
Bangladesh Securitiesand Exchange Commission Tel: [phone]
Jiban Bima Tower (14th, 15th, 16th & 20th Floor). 10, N/A Tel: [phone] Web: www.sec.gov.bd
Dilkusha C/A, Dhaka 1000, Bangladesh. Fax: [phone]

ii) Names and dates of the newspaper where abridged version of Prospectus was published:

Name of the Newspapers Date of Publication
[●] [●]
[●] [●]
[●] [●]
[●] [●]

3
DEFINATIONS AND ACRONYMS/ELABORATIONS

A M
AGM Annual General Meeting MW Megawatt
Allotment Allotment of Shares MD Managing Director
APL Amulet Pharmaceuticals Ltd. MP Market Price

B N
BAS Bangladesh Accounting Standards NAV Net Asset Value
BB Bangladesh Bank NBR National Board of Revenue
BDT Bangladeshi Taka NRB Non Resident Bangladeshi
BFIL Banco Finance And Investment Limited NBFI Non-Bank Financial Institution
BO Beneficiary Owner’s Account
BoI Board of Investment O
BSEC Bangladesh Securities And Exchange Commission Offering Price Price of the Securities of APL

C P
CDBL Central Depository Bangladesh Limited PE Price to Earnings
CEO Chief Executive Officer
CFO Chief Financial Officer R
Certificate Share Certificate RJSC Registrar of Joint Stock Companies and Firms
CIB Credit Information Bureau BREB Bangladesh Rural Electrification Board
Commission Bangladesh Securities And Exchange Commission R&D Research and Development
Companies Companies Act, 1994 (Act. No. XVIII of 1994)
Act
CSE Chittagong Stock Exchange Limited S
Sponsors The Sponsor Shareholders of APL
D STD A/C Short Term Deposit Account
DSE Dhaka Stock Exchange Limited SND A/C Short Notice Deposit Account
Stockholders Shareholders
E Subscription Application Money
EPS Earnings Per Share Securities Share of Amulet Pharmaceuticals Ltd.
Exchanges Stock Exchanges
T
F The Company Amulet Pharmaceuticals Ltd.
FC Account Foreign Currency Account TIN Tax Identification Number
FI Financial Institution Tk. Taka

G U
GOB The Government of People’s Republic of Bangladesh USD United States Dollar

I V
ICAB The Institute of Chartered Accountants of Bangladesh VAT Value Added Tax
IPO Initial Public Offering
W
L WPPF Workers' Profit Participation Fund
LC Letter of Credit

4
TABLE OF CONTENTS
Chapter No. Particulars Page No.
CHAPTER I EXECUTIVE SUMMARY 06-09
(a) About the industry 06
(b) About the Issuer 06
(c) Financial Information 07
(d) Features of the issue and its objects 07
(e) Legal and Other Information 07
(f) Promoters’ background 07-08
(g) Capital structure and history of capital raising 09
(h) Summary of Valuation Report of Securities 09
CHAPTER II CONDITIONS IMPOSED BY THE COMMISSION IN THE CONSENT LETTER 09-09
CHAPTER III DECLARATION AND DUE DILIGENCE CERTIFICATES 10-15
Declaration about the responsibility of the Director(s), including the CEO of
10
Amulet Pharmaceuticals Ltd. in respect of Prospectus
Due Diligence Certificate of the Managers to the Issue 11-12
Due Diligence Certificate of the Underwriter(s) 13-15
CHAPTER IV ABOUT THE ISSUER 16-17
CHAPTER V CORPORATE DIRECTORY OF THE ISSUER 17-17
CHAPTER VI DESCRIPTION OF THE ISSUER 18-49
(a) Summary 18-19
(b) General Information 19-21
(c) Capital Structure 22-25
(d) Description of Business 26-33
(e) Description of Property 33-42
(f) Plan of Operation and Discussion of Financial Condition 42-49
CHAPTER VII MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 49-54
(a) Overview of business and strategies 49-52
(b) SWOT Analysis 52-53
(c) Analysis of the financial statements of last five years 53
(d) Known trends demands, commitments, events or uncertainties 54
(e) Trends or expected fluctuations in liquidity 54
(f) Off-balance sheet arrangements 54
CHAPTER VIII DIRECTORS AND OFFICERS 54-61
CHAPTER IX CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 61-61
CHAPTER X EXECUTIVE COMPENSATION 62-62
CHAPTER XI OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES 62-62
CHAPTER XII TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE 63-63
MEMORANDUM
CHAPTER XIII OWNERSHIP OF THE COMPANY’S SECURITIES 63-66
CHAPTER XIV CORPORATE GOVERNANCE 66-72
CHAPTER XV VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER 73-73
CHAPTER XVI DEBT SECURITIES 74-74
CHAPTER XVII PARTIES INVOLVED AND THEIR RESPONSIBILITIES 74-74
CHAPTER XVIII MATERIAL CONTRACTS 74-76
CHAPTER XIX OUTSTANDING LITIGATIONS, FINE OR PENALTY 76-76
CHAPTER XX RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISKS 77-82
CHAPTER XXI DESCRIPTION OF THE ISSUE 83-83
CHAPTER XXII USE OF PROCEEDS 84-86
CHAPTER XXIII LOCK-IN 87-88
CHAPTER XXIV MARKETS FOR THE SECURITIES BEING OFFERED 88-89
CHAPTER XXV DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED 89-89
CHAPTER XXVI FINANCIAL STATEMENTS 90-130
CHAPTER XXVII PUBLIC ISSUE APPLICATION PROCEDURE 131-135
CHAPTER XXIX MANAGEMENT DISCLOSURES 136-136

5
CHAPTERI: EXECUTIVE SUMMARY

(A) ABOUT THE INDUSTRY:

Pharmaceutical is the core of Bangladesh’s Healthcare sector and serves as one of the most important manufacturing
industry. With a history since 1950s, the industry has now turned one of the most successful pharmaceuticals
manufacturing industry among the developing countries. Presently, the industry meets 97% of local demand and
exports to more than 80 countries.

In the year 2014, Bangladesh pharmaceuticals market size was Tk. 10,600 crore with a growth percentage 8.48. For
the year ended 31December 2015, APL's domestic sales were Tk. 38.81 crore. In the year 2015 Bangladesh
pharmaceuticals market size was Tk. 12,000 crore. Insiders of the industry apprehend that by the year 2020
Bangladesh pharmaceuticals market size will be Tk. 20,000 crore. They also apprehend that pharmaceuticals products
are going to be added into the Bangladesh export basket in a big way within couple of years.

Pharmaceutical Industry of Bangladesh has come a long way in the past four decades and has already established
itself in domestic as well as international market. The industry contributes about 1% of the total GDP and the second
largest industry in terms of contribution to government’s exchequer. Bangladesh pharmaceutical industry is now
heading towards self–sufficiency in meeting local demand. There are more than 437 registered small, medium, large
scale, local and multinational companies operating in the country producing around 97% of the total internal demand.
The remaining 3% basically constitute import of much-specialized products like vaccines, anti-cancer products and
hormone drugs.

Bangladesh pharmaceuticals industry is enjoying good number of macroeconomic factors as competitive advantages
like favorable government policy, comfortable size of local market for 16 crore populations, cheap labor, available
technological know-how, low power costs, low costs white-collar labor etc. Population growth rate, growing income
level of people and increase in modern health-care facilities, health awareness of the mass people, contract
manufacturing service and export of pharmaceutical products are major drivers for future growth in pharmaceuticals
market in Bangladesh.

(B) ABOUT THE ISSUER:

Amulet Pharmaceuticals Ltd. (APL) is one of the growing pharmaceutical companies in Bangladesh with it’s
headquarter in Dhaka. It has been developing, manufacturing, selling and distributing pharmaceutical products
throughout Bangladesh, a country with 160 million people. Amulet has enabled people of all income categories to live
their lives to the fullest.

As an integrated healthcare solutions provider the company's product basket covers different therapeutic areas that
includes gastro-intestinal, analgesics, hematinic, anti-infective and antibiotics, respiratory agents and non-steroidal
anti-inflammatory drugs. The company is committed to providing high quality, appropriately priced products to its
customers, supports doctors and consultants with detailed information on their product range and provides
dedicated customer service. Amulet Pharmaceuticals Ltd. has a dedicated and competent workforce with exceptional
expertise and talent in the field of pharmaceutical products employed in the factory, office and the sales force. Near
future APL is going to introduce Herbal Section (Herbal Products) and Ophthalmic Section (Eye Ointment).

APL has modernized and refurnished its facilities upgraded internal technology & management and attained the
capability to manufacture quality finished medicine. APL does not believe in low pricing because low price means low
quality.

COMPANY AT A GLANCE
Name of the Company Amulet Pharmaceuticals Ltd.
th
Cha-72/1-B, Moddha Badda (6 Floor), Holland Center,
Registered Office
Progoti Sharani, Dhaka-1212
Factory Office Amulet Complex, Singdighi, Maona, Sreepur, Gazipur, Bangladesh.
Core Area of Business Manufacturing and marketing of quality medicine.
Legal Status Public CompanyLimited by shares
Date of Incorporation August 11, 1985

6
(C) FINANCIAL INFORMATION:

Major financial information of Amulet Pharmaceuticals Ltd. (APL) is as follows.
As Per Audited Financial Statements
Particulars Dec 31, 2015 June 30, 2015 June 30, 2014 June 30, 2013 June 30, 2012 June 30, 2011
Turnover 213,031,638 388,157,162 294,467,820 212,055,360 140,576,835 69,078,920
Gross Profit/(Loss) 88,413,757 161,183,417 114,087,046 81,858,655 53,161,819 25,080,303
Net Profit before tax 53,742,211 93,527,975 53,458,450 28,215,964 19,762,446 12,484,720
Net Profit after tax 33,847,344 54,827,794 33,176,306 16,018,461 10,714,309 6,533,981
Total Assets 803,291,603 743,182,149 454,924,859 243,820,094 200,427,543 137,791,624
Share Capital 353,500,000 353,500,000 100,000,000 1,000,000 1,000,000 1,000,000
Retained Earnings 179,518,197 145,670,853 90,843,059 57,666,753 41,648,292 30,933,983
No. of Shares 35,350,000 35,350,000 10,000,000 10,000 10,0000 10,000
Face Value 10.00 10.00 10.00 100.00 100.00 100.00
NAV per Share 15.08 14.12 19.08 5,866.68 4,264.83 3,193.40
Earnings per Share 0.96 4.41 182.92 1,601.85 1,071.43 653.40

(D) FEATURES OF THE ISSUE AND ITS OBJECTS:

Amulet Pharmaceuticals Ltd. is engaged in to produce quality medicine. The Company intends to issue 15,000,000
ordinary shares of Tk. 10.00 each at par through Initial public offering (IPO) totaling to Tk. 150,000,000.00 subject to
regulatory approvals. Net Proceeds from initial public offering (IPO) will be used for expansion of business activities,
repayment of high interest- bearing loan and purchase of plant &machinery.

(E) LEGAL AND OTHER INFORMATION:
Amulet Pharmaceuticals Ltd. (APL) was incorporated as a private limited company on August 11, 1985 having a Vide
Registration No. C-14612 and subsequently converted into a public limited company on July24, 2014 with Register of
Joint Stock Companies and Firms (RJSC) in Bangladesh under the Companies Act, 1994. The company has other legal
licenses like Import Registration Certificate, BAPI Membership Certificate, Trade License, Fire License, Certificate of
Insurance and Environment Certificate.

(F) PROMOTERS’ BACKGROUND:

MR. ABU SAEED SHAUKAT AHMED
Chairman, Amulet Pharmaceuticals Ltd

Abu Saeed Shaukat Ahmed is an engineer by profession and works as a Senior Project Manager in the U.K. He is also an
experienced businessman. He is the Chairman of Action for Business Ltd. which owns and runs Carlisle Business Centre,
Bradford, UK. In Bangladesh, he is involved with Suman Fashions Garments Ltd. and Bichitra Garments Ltd.

He was the founder Chairman of Manningham Housing Association Ltd. He was also an elected member of Bradford
Metropolitan Council for 8 years when he held several committee and British Labour Party positions. In 2008, he was
made a member of the Order of the British Empire (MBE) by Queen Elizabeth II in recognition of his services to British
communities and the country.

Shaukat Ahmed studied at Faujdarhat Cadet College, Chittagong and Notre Dame College, Dhaka. He graduated in
Electrical & Electronic Engineering from University of Leeds, UK. He was born in Sylhet district. He is a well-traveled
man and visited many countries in the world for business purposes.

ABU ZAFAR ENAYET RASUL
Managing Director, Amulet Pharmaceuticals Ltd

Mr. Rasul is a civil engineer and studied abroad in UK and Holland to pursue of his studies. He has vast experience in
working several engineering projects while working with Danish Hydraulic Institute.

He has been one of the sponsor shareholders of Suman Fashion Garments Ltd. since its inception. Suman Fashion
Garments Ltd. is in business of manufacturing and exporting ready-made garments since 1988. He has attended a
training course in Tokyo, Japan on top management of corporate business in 2009. He also attended several seminar
and workshop relating to business and engineering. He is also a Director of Bichitra Garments Ltd. Mr. Rasul is also a
sponsor shareholder of Baraka Power Limited, an IPP (Independent Power Producing) company. BPL has its first project
a 51MW gas generator based power producing unit at Fenchugonj and listed with both DSE and CSE.

A Z Enayet Rasul studied at Mirzapur Cadet College, Tangail and Notre Dame College, Dhaka. He completed his
graduate in civil engineering from University of Leeds, UK and M.Sc. in Hydroinformatics from Institute of Hydraulic and
Environment Engineering, Delft, Holland. Mr. Rasul traveled many countries of the world for business purposes like UK,
France, Germany, Sweden, Malaysia, Hong Kong, Thailand, China, Italy, Singapur, Denmark, Holland, India, Switzerland
etc.

7
MR. ABDUL MANNAN
Director, Amulet Pharmaceuticals Ltd

Mr. Mannan pursued his school studies in England and later he came back to Bangladesh and completed his education
of B.A. He is very conversant both in Bangla and English.

He has been one of the sponsor shareholders of Suman Fashion Garments Ltd. since its inception. Mr. Mannan is also
involved in the business of travels in Dhaka. He is also a shareholder of Jonaki Travels Ltd., office located in Motijheel
and another in Sylhet. Jonaki Travels is in the business of ticketing and arranging travel packages since 1980. Mr.
Mannan joined the company in 1998. He is also a sponsor shareholder of Baraka Power Limited. Mr. Mannan
successfully maintains good amount of portfolio business in DSE and CSE market. He is also the Director of Bichitra
Garments Ltd., Baraka Apparels Limited and Fusion Holdings (Pvt.) Ltd. He is also well traveled man and visited many
countries of the world for business purposes.

SYED AMIRUL ISLAM
Director, Amulet Pharmaceuticals Ltd

Syed Amirul Islam is a registered pharmacist and received his M. Pharm from Dhaka University in 1985. Later he did his
MBA with major in marketing from the Institute of Business Studies, DIU in 2002. He has served several
pharmaceuticals companies since he finished his M. Pharm.

He served with Square Pharmaceuticals Ltd. after his completed his M. Pharm as Asst. Manager in medical services
department from 1986 till 1997. Later on he joined Somatech Pharmaceuticals Ltd. and worked as Marketing Manager
till 2000. He was then promoted to Marketing Operation Manager when he worked with his dynamic guidance and
ideas to improve the sales of the company. He was successfully marketed the goods of Somatech in the market and
captured a substantial share of the market for Somatech to become one of the 10 companies in Bangladesh.

He was then promoted to Marketing Services Manager till he joined Amulet Pharmaceuticals Ltd. in 2008 as Chief
Executive Officer. He is very much experienced with the pharmaceuticals business and its day to day operations. He
has good amount of knowledge about the pharmaceuticals machineries and production procedures in a
pharmaceuticals factory. He will be an asset for his experience in Sales and Marketing of the products. He is also a
regular faculty on Pharmacy department in different private universities.

M. A. BARI
Director, Amulet Pharmaceuticals Ltd

Mr. Alhaj M. Abdul Bari is a prominent businessman. He started his business career in tourism sector in the early 70's.
Later he started Garments business and also invested in other potential projects such as Medical College & Hospital,
Pharmaceuticals, and Property Business etc. He has other businesses in UK. Mr. Bari is also Director of Baraka Power
Limited, Bichitra Garments Ltd., Royal Homes Ltd., Royal Educare Ltd., Sylhet Women’s Medical College & Hospital and
Jonaki International (Pvt.) Limited. He traveled most of countries of the world for business purposes.

MR. MUHAMMED AHMED ALI
Director, Amulet Pharmaceuticals Ltd

Mr. Muhammed Ahmed Ali a permanent citizen of UK. He completed his graduation and engaged in business in UK. Mr.
Ali has several restaurants in UK and also invested in Bangladesh on garments, powers and medicine sector. He was
born in Sylhet.

MD. A U M MAMUN CHOWDHURY
Independent Director, Amulet Pharmaceuticals Ltd
A U M Mamun Chowdhury obtained his master degree (major in Accounting) from Chittagong University in 1989. He
also completed CC course under the institute of ICAB. He has vast experience in business, finance, auditing, taxation
and corporate management. During his last 24 years of career he has served many public and private organizations in
senior positions. At this moment he is serving in Cidatex Resources Bangladesh Ltd. as General Manager. His well
dedication, valuable experience and sincerity made him a great corporate leader.

MD. MUNSHI MONIRUZZAMAN
Independent Director, Amulet Pharmaceuticals Ltd
Md. Munshi Moniruzzaman was born in 1969 in the district of Narail. He completed his bachelor and master degree in
law from the University of Rajshahi with excellent academic performance. He enrolled himself in the Bangladesh Bar
Council on 08 August, 1994 and in the High Court Division on 09 February, 2001. He is a practicing Advocate since 1994.
During his long path of services has achieved outstanding experience in many areas including the company affairs. He is
also one of the independent directors of Shurwid Industries Limited

8
(G) CAPITAL STRUCTURE AND HISTORY OF CAPITAL RAISING:
The Company intends to issue 15,000,000 ordinary shares of Tk. 10.00 each at par through Initial public offering (IPO)
totaling to Tk. 150,000,000.00 subject to regulatory approvals.

Particulars No. of Shares Face Value (Tk.) Amount in BDT
Before IPO:
Authorized Capital 120,000,000 10.00 1,200,000,000
Paid up Capital 35,350,000 10.00 353,500,000
Total paid up Capital before IPO (A) 35,350,000 10.00 353,500,000
After IPO:
To be issued as IPO (B) 15,000,000 10.00 150,000,000
Paid up capital (Post IPO) (A+B) 50,350,000 10.00 503,500,000

The Company has raised its paid-up capital in following phases:

Basis
Allotment Date Other than in Amount in BDT
In cash (Tk.) Bonus Share
cash
Subscription to the Memorandum & Articles of
1,000,000 - - 1,000,000
Association at the time of Incorporation on 11-08-1985
Issued as on 28 June, 2014 99,000,000 - - 99,000,000
Issued as on 27 May, 2015 253,500,000 - - 253,500,000
Total 353,500,000 - - 353,500,000

The Company, however has subdivided the face value of its ordinary share from Taka 100/- to Taka 10/- is by passing
a special resolution in its Extra-Ordinary General Meeting held on April24, 2014 and necessary amendment in capital
clause of the Memorandum of Association and Articles of Association were made accordingly. Hence, the paid up
capital of the Company comes to Tk. 353,500,000/- divided into 35,350,000 ordinary shares of Tk. 10/- each.

(H) SUMMARY OF VALUATION REPORT OF SECURITIES:

Particulars Amount in BDT
Method 1: Net Asset Value (NAV) per share
Price based on Net Asset Value per share 15.07
Method 2: Historical Earnings based value per share
Earnings based Value per share based on Overall Market P/E 18.39

CHAPTERII: CONDITIONS IMPOSED BY THE COMMISSION IN THE CONSENT LETTER

**Conditions Imposed by the Commission are include after getting consent letter from Bangladesh Securities and
Exchange Commission

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CHAPTER III: DECLARATION AND DUE DILIGENCE CERTIFICATES
Annexure-A

DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS, INCLUDING THE CEO OF
AMULET PHARMACEUTICALS LTD. IN RESPECT OF THE PROSPECTUS

This prospectus has been prepared, seen and approved by us, and we, individually and collectively, accept full
responsibility for the authenticity, accuracy and adequacy of the statements made, information given in the
prospectus, documents, financial statements, exhibits, annexes, papers submitted to the Commission in support
thereof, and confirm, after making all reasonable inquiries that all conditions concerning this public issue and
prospectus have been met and that there are no other information or documents, the omission of which make any
information or statements therein misleading for which the Commission may take any civil, criminal or administrative
actions against any or all of us as it may deem fit.

We also confirm that full and fair disclosures have been made in this prospectus to enable the investors to make a
well informed decision for investment.

Sd/- Sd/- Sd/-
Abu Saeed Shaukat Ahmed Abu Zafar Enayet Rasul Syed Amirul Islam
Chairman Director & Managing Director Director & CEO

Sd/- Sd/- Sd/-
Abdul Mannan M. A. Bari Muhammed Ahmed Ali
Director Director Director

Sd/- Sd/-
Md. A U M Mamun Chowdhury Md. Munshi Moniruzzaman
Independent Director Independent Director

Date: April 20, 2016
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