If you have any query about this document, you may consult issuer, issue manger and underwriter PROSPECTUS. Of SUMMIT ALLIANCE PORT LIMITED (SAPL)

Transcription

1 If you have any query about this document, you may consult issuer, issue manger and underwriter PROSPECTUS Public offering of 1,000,000 ordinary shares of Tk.100 each totaling Tk.100, 000,000 Of SUMMIT ALLIANCE PORT LIMITED (SAPL) Opening date for subscription: August 10, 2008 Closing date for subscription: August 14, 2008 For Non-Resident Bangladeshi Quota, subscription closes on: August 23, 2008 Manager to the Issue Alliance Financial Services Limited (AFSL) Underwriters IDLC Finance Limited Lanka Bangla Finance Limited Trust Bank Limited Bankers to the Issue Dhaka Bank Limited HSBC Standard Bank Limited Dutch Bangla Bank Limited National Bank Limited Trust Bank Limited Credit Rating Agency Credit Rating Information and Services Ltd. (CRISL) Long Term: A- Short Term: ST-3. Date of Prospectus: July The issue shall be placed in N Category CONSENT OF THE 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, 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/CHIEF FINANCIAL OFFICER, ISSUE MANAGER, UNDERWRITER AND/OR AUDITOR - 1 -

2 SUMMIT ALLIANCE PORT LIMITED (A Public Company Limited by Shares) Katghar, North Patenga, Chittagong Availability of Prospectus Prospectus of Summit Alliance Port Limited may be obtained from the Company, Issue Manager, Underwriters and the Stock Exchange as follows: Company Contact Person Telephone number Summit Alliance Port Limited Corporate office Mr. Md. Abdullah Osman Sajid (Sajid) Summit Centre Accounts Executive Kawran Bazar C/A Dhaka Registered office & project Mr. Ratan Kumar Nath FCMA (PABX Line) Katghar, North Patenga Senior Manager Chittagong Manager to the Issue Alliance Financial Services Limited Mr. Muhammad Nazrul Islam, ACMA , Rahman Chamber Manager Motijheel C/A, Dhaka Underwriters IDLC Finance Limited Bay s Gallary,(1 st Floor) Mr. Mahmudul Bari Gulshan Avenue, Gulshan 1 DGM, Merchant Banking Division Dhaka-1212 Lankabangla Finance Limited 20 Kemal Ataturk Avenue Mr. Shakil Islam Bhuiyan Safura Tower (11 th Floor), Banani Assistant Vice President Dhaka Trust Bank Limited Peoples Insurance Bhaban Mr. Mohammad Saleh Ahmed , Dilkusha C/A, Dhaka 1000 Senior Executive officer Stock Exchanges Dhaka Stock Exchange Limited DSE Library /F, Motijheel C/A, Dhaka-1000 Chittagong Stock Exchange Limited CSE Building, 1080 Sheikh Mujib Road, Agrabad, Chittagong-4100 CSE Library (031) (031) Prospectus is also available on the websites and Public Reference room of the Securities and Exchange Commission (SEC) for reading and study

3 Corporate Directory Registered office Katghar, North Patenga Chittagong Tel: (PABX Line) Fax: Corporate office Summit Centre 18 Kawran Bazar C/A Dhaka Tel: Fax: Project location: Katghar, South Patenga Chittagong Auditors Basu Banerjee Nath & Co Taher Chamber (Ground Floor) 10 Agrabad Commercial Area Chittagong Tel : Fax : Manager to the Issue Rahman Chamber Motijheel C/A, Dhaka Tel : , Fax:

4 Table of Contents Item Page No Acronyms 6 Disclosure in respect of issuance of securities in demat form 7 Conditions under Section 2CC of the Securities and Exchange Ordinance, General information 10 Declarations and due diligence certificates 11 Declaration about the responsibility of the Directors including the CEO of the Company in respect of the prospectus 11 Consent of the Directors to Serve 12 Declaration about filing of prospectus with the Registrar of Joint Stock Companies & Firms 12 Due Diligence Certificate of the Manger to the Issue 13 Due Diligence Certificate of the Underwriter(s) 13 Risk factors & management s perception about the risks 14 Financial structure 16 Use of IPO proceeds 16 Description of business 16 Company at a glance 16 Important date 16 Nature of business 17 Background 17 Principal products and services 17 Market for SAPL services 18 Relative contribution to income (as per audited accounts) 18 Business plan and Marketing strategy 18 Internal Control System 19 Management Information System 20 Associate subsidiary/related holding company and Core areas of business 20 Distribution of products/services 21 Competitive condition of business 21 Sources and availability of raw materials and principal suppliers 21 Sources of and requirement for power, gas and water or any other utilities 21 Customer providing 10% or more revenues 21 Contract with principal customers and suppliers 22 Material patents, trademarks, license or royalty agreements 22 Number of employees (as per audited accounts) 22 Capacity and current utilization of facility 22 Description of property 22 Plan of operation and discussion of financial condition 23 Internal and external sources of cash (as per audited accounts) 23 Material commitment for capital expenditure 23 Causes for material changes 23 Seasonal aspect of the Company s business 23 Known trends, events or uncertainties 23 Change in the assets of the Company used to pay off any liabilities 23 Loan taken from holding/parent company or subsidiary company 24 Loan given to holding/parent company or subsidiary company 24 Future contractual liabilities 24 Future capital expenditure 24 VAT, income tax, customs duty or other tax liability 24 Operating lese agreement 24 Financial lease commitment 24 Personnel related scheme 24 Training 25 Breakdown of issue expenses 25 Revaluation of assets 25 Transactions with subsidiary/holding company or associate companies

5 Item Page No Auditors certificate regarding allotment of shares to promoters or Sponsor shareholders for consideration other than in cash 26 Material information which is likely to have an impact 26 Directors and officers 26 Information regarding directorship 26 Directors involvement in other organization 27 Family relationship among directors and top five officers 28 Short bio-data of the directors 28 Credit information Bureau (CIB) report 30 Involvement of Directors and officers in certain legal proceedings 30 Description of senior executive and departmental heads 30 Certain Relationships and Related Transactions 31 Transaction with related parties 31 Directors Facilities 31 Executive compensation 31 Remuneration paid to top five officers 31 Aggregate amount of remuneration paid to directors and officers (as per audited accounts) 31 Remuneration paid to Director who was not an officer 31 Future compensation to Director and others 31 Pay increase intention 32 Options granted to Directors, officers and employees 32 Transaction with the Directors and subscribers to the Memorandum 32 Tangible assets per share as of 31 December Ownership of the Company s securities 32 Shareholding structure as on April 3, Securities owned by the officers 33 Determination of offering price 33 Market for the securities being offered 33 Declaration about listing of shares with Stock Exchange 33 Trading and settlement 33 Description of Securities outstanding or being offered 33 Dividend, voting, pre-emption rights 33 Conversion and liquidation rights 33 Dividend policy 34 Other rights of shareholders 34 Debt securities 34 Lock-in on sponsors share 34 Refund of subscription money 35 Subscription by and refund to non-resident Bangladeshis (NRB) 35 Availability of securities 35 The Offer 35 Application for subscription 36 Allotment 37 Underwriting of shares 37 Principal terms and conditions of underwriting agreement 37 Underwriter s right to represent in the Board of Directors of the Company 37 Auditors report to the shareholders 38 Audited Financial Statements 39 Calculation of Ratio Analysis 55 Auditor s Additional Disclosures 56 Auditors report under section 135(1), Para 24(1) of part II 58 of schedule III to Companies Act, 1994 Credit rating report of SAPL 63 Application forms 79 Additional disclosures regarding land of Summit Alliance Port Limited

6 Acronyms BAS SAPL CRISL IPO NRB ICD CFS OCL TEU SEC CPA DSE CSE FC FI RJSC Bangladesh Accounting Standard Summit Alliance Port Limited Credit Rating Information and Services Limited Initial Public Offering Non-Residential Bangladeshi Inland Container depot Container Freight Station Ocean Containers Limited Twenty Equivalent Units Securities and Exchange Commission Chittagong Port Authority Dhaka Stock Exchange Limited Chittagong Stock Exchange Limited Foreign Currency Financial Institution Registrar of Joint Stock Companies & Firms - 6 -

7 - 7 - Disclosure in respect of issuance of security in Demat Form As per provision of the Depository Act, 1999 and regulations made there under, shares will only be issued in dematerialized condition. All transfer/transmission/splitting will take place in the Central Depository Bangladesh Ltd. (CDBL) system and any further issuance of shares (right/bonus) will be issued in dematerialized form only. Conditions under Section 2CC of the Securities and Exchange Ordinance, 1969 Part A 1. The company shall go for Initial Public Offer (IPO) for 10, 00, ordinary shares of Taka (taka one hundred) each at par worth Taka 10, 00, 00, (Taka ten crore) only following the Securities and Exchange Commission (Public Issue) Rules, 2006, the Depository Act, 1999 and regulations made there under. 2. The abridged version of the prospectus, as approved by the Commission, shall be published by the issuer in four national daily newspapers (in two Bangla and two English), within 03 (three) working days of issuance of this letter. The issuer shall post the full prospectus vetted by the Securities and Exchange Commission in the issuer s website and shall also put on the websites of the Commission, stock exchanges, and the issue managers within 03 (three) working days from the date of issuance of this letter which shall remain posted till the closure of the subscription list. The issuer shall submit to SEC, the stock exchanges and the issue managers a diskette containing the text of the vetted prospectus in MS -Word format. 3. Sufficient copies of prospectus shall be made available by the issuer so that any person requesting a copy may receive one. A notice shall be placed on the front of the application form distributed in connection with the offering, informing that interested persons are entitled to a prospectus, if they so desire, and that copies of prospectus may be obtained from the issuer and the issue managers. The subscription application shall indicate in bold type that no sale of securities shall be made, nor shall any money be taken from any person, in connection with such sale until twenty five days after the prospectus has been published. 4. The company shall submit 40 (forty) copies of the printed prospectus to the Securities and Exchange Commission for official record within 5 (Five) working days from the date of publication of the abridged version of the prospectus in the newspaper. 5. The issuer company and the issue managers shall ensure transmission of the prospectus, abridged version of the prospectus and relevant application forms for NRBs through , simultaneously with publication of the abridged version of the prospectus, to the Bangladesh Embassies and Missions abroad and shall also ensure sending of the printed copies of abridged version of the prospectus and application forms to the said Embassies and Missions within five working days of the publication date by express mail service (EMS) of the postal department. A compliance report shall be submitted in this respect to the SEC jointly by the issuer and the issue managers within two working days from the date of said dispatch of the prospectus & the forms. 6. The paper clipping of the published abridged version of the prospectus, as mentioned at condition 2 above, shall be submitted to the Commission within 24 hours of the publication thereof. 7. The company shall maintain separate bank account(s) for collecting proceeds of the Initial Public Offering and shall also open FC account(s) to deposit the application money of the Non-Resident Bangladeshis (NRBs) for IPO purpose, and shall incorporate full particulars of said FC account(s) in the prospectus. The company shall open the abovementioned accounts for IPO purpose; and close these accounts after refund of over-subscription. Non- Resident Bangladeshi (NRB) means Bangladeshi citizens staying abroad including all those who have dual citizenship (provided they have a valid Bangladeshi passport) or those, whose foreign passport bear a stamp from the concerned Bangladesh Embassy to the effect that no visa is required to travel to Bangladesh. 8. The issuer company shall apply to all the stock exchanges in Bangladesh for listing within 07(seven) working days from the date of issuance of this letter and shall simultaneously submit the vetted prospectus with all exhibits, as submitted to SEC, to the stock exchanges. 9. The following 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 days from the closure of subscription, any allotment in terms of this prospectus shall be void and the company shall refund the subscription money within fifteen days from the date of refusal for listing by the stock exchanges, or from the date of expiry of the said 75 (seventy five) days, as the case may be. In case of non -refund of the subscription money within the aforesaid fifteen days, the company directors, in addition to the issuer company, shall be collectively and severally liable for refund of the subscription money, with interest at the rate of 2% (two percent) per month above the bank rate, to the subscribers concerned. The issue managers, in addition to the issuer company, shall ensure due compliance of the above mentioned conditions and shall submit compliance report thereon to the Commission within seven days of expiry of the aforesaid fifteen days time period allowed for refund of the subscription money.

8 The subscription list shall be opened and the sale of securities commenced after 25 (twenty five) days of the publication of the abridged version of the prospectus and shall remain open for 5 (Five) consecutive banking days. 11. A non-resident Bangladeshi shall apply either directly by enclosing a foreign demand draft drawn on a bank payable at Dhaka, or through a nominee by paying out of foreign currency deposit account maintained in Bangladesh or in Taka, supported by foreign currency encashment certificate issued by the concerned bank, for the value of securities applied for through crossed bank cheque marking Account Payee only. The NRB applicants shall send applications to the issuer company within the closing date of the subscription so as to reach the same to the company by the closing date plus nine days. Applications received by the company after the above time period will not be considered for allotment purpose. 12. The company shall apply the spot buying rate (TT clean) in US Dollar, UK Pound Sterling and Euro of Sonali Bank, which shall be mentioned in the Prospectus, as prevailed on the date of opening of the subscription for the purpose of application of the NRBs and other non-bangladeshi persons, where applicable. 13. The company and the issue managers shall ensure prompt collection/clearance of the foreign remittances of NRBs and other non-bangladeshis, if applicable, for allotment of shares. 14. Upon completion of the period of subscription for securities the issuer and the issue managers shall jointly provide the Commission and the stock exchanges with the preliminary status of the subscription within 05 (five) working days, in respect of the following matters, namely: - (a) Total number of securities for which subscription has been received; (b) Amount received from the subscription; and (c) Amount of commission paid to the banker to the issue. 15. The issuer and the issue managers shall jointly provide the Commission and the stock exchanges with the list of valid and invalid applicants (i.e. final status of subscription) to the Commission within 3 (three) weeks after the closure of the subscription along with bank statement (original), branch-wise subscription statement, NRB application forms (photocopy attested by the CEOs of the issuer company and the issue managers). The list of valid and invalid applicants shall be finalized after examination with the CDBL in respect of BO accounts and particulars thereof. 16. The IPO shall stand cancelled and the application money shall be refunded immediately (but not later than 6(six) weeks from the date of the subscription closure) if any of the following events occur: (a) Upon closing of the subscription list it is found that the total number of valid applications (in case of under subscription including the number of the underwriter) is less than the minimum requirement as specified in the listing regulations of the stock exchange(s) concerned; or (b) At least 50% of the IPO is not subscribed % of total public offering shall be reserved for non-resident Bangladeshi (NRB) and 10% for mutual funds and collective investment schemes registered with the Commission, and the remaining 80% shall be open for subscription by the general public. In case of under subscription under any of the 10% categories mentioned above, the unsubscribed portion shall be added to the general public category and, if after such addition, there is over subscription in the general public category, the issuer and the issue managers shall jointly conduct an open lottery of all the applicants added together. 18. All the applicants shall first be treated as applied for one minimum market lot of 50 shares worth Tk.5000/-. If, on this basis, there is over subscription, then lottery shall be held amongst the applicants allocating one identification number for each application, irrespective of the application money. In case of over-subscription under any of the categories mentioned hereinabove, the issuer and the issue managers shall jointly conduct an open lottery of all the applications received under each category separately in presence of representatives from the issuer, the stock exchanges and the applicants, if there be any. 19. An applicant cannot submit more than two applicants, one in his/her own name and another jointly with another person. In case an applicant makes more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In addition, whole or part of application money may be forfeited by the Commission. 20. The primary shares allotted to an applicant through IPO may be forfeited by SEC, if the BO account of the said applicant is found closed at the time of allotment of shares. All IPO applicants are required to keep their BO accounts operational till allotment of IPO shares. 21. Lottery (if applicable) shall be held within 5 (five) weeks from closure of the subscription date. 22. The company shall issue share allotment letters to all successful applicants within 6 (six) weeks from the date of the subscription closing date. Within the same time, Refund to the unsuccessful applicants shall be made in the currency in which

9 the value of securities was paid for by the applicants without any interest, through direct deposit to the applicant s bank account as far as possible/ Account Payee Cheque/ refund warrants with bank account number, bank s name and Branch as indicated in the securities application forms payable at Dhaka/ Chittagong/ Khulna/ Rajshahi/ Barisal/ Sylhet/ Bogra, as the case may be subject to condition 19 above. Refund money of the unsuccessful applicants shall be credited directly to their respective bank accounts, who have mentioned in the IPO application forms, bank account numbers with the bankers to the issue and other banks as disclosed in the prospectus. A compliance report in this regard shall be submitted to the Commission within 7(seven) weeks from the date of closure of subscription. 23. The company shall furnish the List of Allotees to the Commission and the stock exchange(s) simultaneously in which the shares will be listed, within 24 (twenty four) hours of allotment. 24. In the event of under-subscription of the public offering, the unsubscribed portion of securities shall be taken up by the underwriter(s) (subject to para -16 above). The issuer must notify the underwriter to take up the underwritten shares within 10 (ten) days of the subscription closing date on full payment of the share money within 15(fifteen) days of the issuer s notice. The underwriter shall not share any underwriting fee with the issue managers, other underwriters, issuer or the sponsor group. 25. All issued shares of the issuer at the time of according this consent shall be subject to a lock - in period of three years from the date of issuance of prospectus or commercial operation, whichever comes later: Provided that the persons, other than directors and those who hold 5% or more, who have subscribed to the shares of the company within immediately preceding two years of according consent, shall be subject to a lock -in period of one year from the date of issuance of prospectus or commercial operation, whichever comes later. 26. Either a Jumbo Share (one for each of the existing Sponsors/ Directors/ Shareholders) in respect of the shares already issued shall be issued covering together respective total holding, which shall contain the expiry date of lock-in period or Sponsors/Directors/Promoters/Shareholders shareholding shall be converted into demat form but shall be locked-in as per the condition at para-25 above. 27. In case of Jumbo Share Certificate issued to the existing Sponsors/ Directors/Shareholders, the said share certificates shall be kept under custody of a security custodian bank registered with SEC during the lock-in period. The name and branch of the bank shall be furnished to the Commission jointly by the issuer and the issue managers, along with a confirmation thereof from the custodian bank, within one week of listing of the shares with the stock exchange(s). 28. In case of dematerialization of shares held by the existing Sponsors/ Directors/Shareholders, the copy of dematerialization confirmation report generated by CDBL and attested by the managing director of the company along with lock-in confirmation shall be submitted to SEC within one week of listing of the shares with the stock exchange(s). 29. The company shall apply to the stock exchanges for listing within 7(seven) working days of issuance of this letter and shall simultaneously submit to the Commission attested copies of the application filed with the stock exchanges. 30. The company shall not declare any benefit other than cash dividend based on the financial statement for the year ended December 31, Part-B 1. The issue managers (i.e., Alliance Financial Services Limited) shall ensure that the abridged version of the prospectus and the full prospectus is published correctly and in strict conformity without any error/omission, as vetted by the Securities and Exchange Commission. 2. The issue managers shall carefully examine and compare the published abridged version of prospectus on the date of publication with the copy vetted by SEC. If any discrepancy/inconsistency is found, both the issuer and the issue managers shall jointly publish a corrigendum immediately in the same newspapers concerned, simultaneously endorsing copies thereof to SEC and the stock exchange(s) concerned, correcting the discrepancy/inconsistency as required under Due Diligence Certificates provided with SEC. 3. Both the issuer company and the issue managers shall, immediately after publication of the prospectus and its abridged version, jointly inform the Commission in writing that the published prospectus and its abridged version are verbatim copies of the same as vetted by the Commission. 4. The fund collected through IPO shall not be utilized prior to listing with stock exchange and that utilization of the said fund shall be effected through banking channel, i.e. through account payee cheque, pay order or bank drafts etc. 5. The company shall furnish report to the Commission on utilization of IPO proceeds within 15 days of the closing of each quarter until such fund is fully 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 any person, at issuer s cost, to examine whether the issuer has utilized the proceeds for the purpose disclosed in the prospectus. 6. All transactions, excluding petty cash expenses, shall be effected through the company s bank account(s). 7. Proceeds of the IPO shall not be used for any purpose other than those specified in the prospectus. Any deviation in this respect must have prior approval of the shareholders in the General Meeting under intimation to SEC and stock exchange(s)

10 Part C 1. All the above conditions imposed under section 2CC of the Securities and Exchange Ordinance, 1969 shall be incorporated in the prospectus immediately after the page of the table of contents, with a reference in the table of contents, prior to its publication. 2. The Commission may impose further conditions/restrictions etc. from time to time as and when considered necessary, which shall also be binding upon the issuer company. Part D 1. As per provision of the Depository Act, 1999 and regulations made there under, shares will only be issued in dematerialized condition. All transfer/transmission/splitting will take place in the Central Depository Bangladesh Ltd. (CDBL) system and any further issuance of shares (including right/bonus) will be issued in dematerialized form only. An applicant (including NRB) shall not be able to apply for allotment of shares without beneficial owner account (BO account). 2. The issue managers shall also ensure due compliance of all above. GENERAL INFORMATION Alliance Financial Services Limited has prepared the Prospectus from information supplied by Summit Alliance Port Limited (the Company) and also after several discussions with the Chairman, Managing Director, Directors and concerned executives of the Bank. The Directors of both Summit Alliance Port Limited and Alliance Financial Services Limited collectively and individually, having made all reasonable inquiries, confirm that to the best of their knowledge and belief, the information contained herein is true and correct in all material aspects and that there are no other material facts, the omission of which, would make any statement herein misleading. No person is authorized to give any information or to make any representation not contained in this Prospectus and if given or made, any such information and representation must not be relied upon as having been authorized by the Bank or The Issue as contemplated in this Prospectus is made in Bangladesh and is subject to the exclusive jurisdiction of the Courts of Bangladesh. Forwarding this Prospectus to any person Resident outside Bangladesh in no way implies that the Issue is made in accordance with the laws of that country or is subject to the jurisdiction of the laws of that country. A copy of this Prospectus can be obtained from the Corporate Head Office of Summit Alliance Port Limited, Alliance Financial Services Limited, the Underwriters and the Stock Exchanges where the securities will be traded

11 Declarations and Due Diligence Certificates Declaration about the Responsibility of the Directors, including the CEO of the Company Summit Alliance Port Limited 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 and accuracy 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 action against any or all of us as it may deem fit. We also confirm that full and fair disclosure has been made in this prospectus to enable the investors to make a well-informed decision for investment. Sd/ Anjuman Aziz Khan Chairperson Sd/- Syed Ali Jowher Rizvi Managing Director Sd/- Sobera Ahmed Rizvi Director Sd/- Mohammed Latif Khan Director sd/- Dr. Syed Ali Gowher Rizvi Director Sd/- Ayesha Aziz Khan Director Sd/ Faisal Karim Khan Director Sd/- Adeeba Aziz Khan Director Sd/- Syed Yasser Haider Rizvi Director Sd/- Syed Nasser Haider Rizvi Director

12 Consent of the Directors to Serve We hereby agree that we have been serving as Director(s) of Summit Alliance Port Limited" and continue to act as Director of the Company. Sd/ Anjuman Aziz Khan Chairperson Sd/- Syed Ali Jowher Rizvi Managing Director Sd/- Sobera Ahmed Rizvi Director Sd/- Mohammed Latif Khan Director sd/- Dr. Syed Ali Gowher Rizvi Director Sd/- Ayesha Aziz Khan Director Sd/ Faisal Karim Khan Director Sd/- Adeeba Aziz Khan Director Sd/- Syed Yasser Haider Rizvi Director Sd/- Syed Nasser Haider Rizvi Director Declaration about filling of Prospectus with the Registrar of Joint Stock Companies & Firms A dated and signed copy of the Prospectus has been filed for registration with the Registrar of Joint Stock Companies & Firms, Government of the Peoples Republic of Bangladesh, as required under Section 138(1) of the Companies Act, 1994, vide RJSC s Receipt No: dated: 01/07/

13 Due Diligence Certificate of Manager to the Issue Subject: Public offer of 1,000,000 Ordinary Shares of Tk.100/= each of We, the under-noted Manger to the Issue to the above mentioned forthcoming issue, state as follows: 1. We, while finalizing the draft prospectus pertaining to the said issue, have examined various documents and other materials as relevant for adequate disclosures to the investors, and 2. On the basis of such examination and the discussions with the issuer company, it s directors and officers, and other agencies; independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company. WE CONFIRM THAT: (a) The draft prospectus forwarded to the Commission is in conformity with the documents, materials and papers relevant to the issue; (b) All the legal requirements connected with the said issue have been duly complied with; and (c) The disclosures made in the draft prospectus are true, fair and adequate to enable the investors to make a well informed decision for investment in the proposed issue. For Manager to the Issue Sd/ Tapan K Podder Managing Director Alliance Financial Services Limited April 21, 2008 Due Diligence Certificate of the Underwriter(s) Subject: Public offer of 1,000,000 Ordinary Shares of Tk.100/= each of Summit Alliance Port Limited We, the under-noted Underwriter(s) to the above mentioned forthcoming issue, state individually and collectively as follows: 1. We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus, other documents and materials as relevant to our underwriting decision, and 2. On the basis of such examination and the discussions with the issuer company, it s directors and officers, and other agencies; independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company. WE CONFIRM THAT: a. All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us. b. We shall subscribe and take up the un-subscribed securities against the above mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and c. This underwriting commitment is unequivocal and irrevocable. For Underwriters Sd/- Sd/- Sd/- CEO & Managing Director Managing Director Managing Director IDLC Finance Ltd. Lanka Bangla Finance Ltd. Trust Bank Ltd

14 Risk factors & Management's perception about the risks Investment in stocks involves a high degree of risk. Investors should carefully consider all the risks and uncertainties associated to the company along with all the information provided in this prospectus before taking decision to invest in shares of SAPL. Competition may increase Off-dock services in the private sector can be operated only by the license holders provided by the Government of Bangladesh. Competition will increase in case Government issues licenses to many new operators. Management Perception Sponsors of SAPL started Off-dock business long 13 years back through its first concern Ocean Containers Limited (OCL) and has established itself as highly experienced operator in the country. Considering long relationships with the major shipping lines/agents and freight forwarding/logistic companies operating in the country and the fast growing volume of container movements (growing at double digit for the last ten years) through Chittagong Port it is expected that the company will be able to grow as well as retain its position whatever the competition arises. Full dependency on Chittagong Port Business of SAPL depends solely on operation of the Chittagong Port. Any disruption in operation of Chittagong Port will directly affect the business of the company. Management Perception Almost 90% of the trading of the country is operated through the Chittagong Port and the same situation will continue in future. The group being one of the largest and highly experienced operators shall always enjoy monopolistic role in this sector. Furthermore Bangladesh being highly import based country shall continue to be dependent on international trade despite any temporary disruption in its operation. Full dependency on International Trade Entire business of the company relates to international trade. Any disruption in international trade with Bangladesh will affect income of the company. Management Perception Due to country's high dependency on the international trade and Chittagong Port being the operator of 90% containers it is expected that no disruption in the port's operation shall remain unresolved for long. Market and technology-related risks In the global market of 21 st century, developed technology, products and services obsoletes the old service and product strategy. So the existing organization may be unable to cope up with the future needs and demands. Management Perception The management of SAPL is very much aware about this issue. They have already developed a highly qualified technical team with modern technology system and have developed one of the finest software for its operations. Management is always committed to secure best available technology in its operation. Potential change in government regulations Government regulations always have a direct impact on organizations productivity and profitability. Imposition of restriction on unstuffing and delivery of certain products by the government at any time will affect company s profitability. Management Perception The Company s operation is governed by the changes in regulation that occur from time to time by Chittagong Port Authority (CPA) and Customs House of Chittagong (NBR). Restriction on any rules regarding unstuffing and stuffing shall not affect a particular company but the whole Off-Dock service industry by and large. Potential changes in global trading regulations Any kind of restrictions by the export agencies/countries to use the Chittagong Port has the adverse impact on the overall business of the company

15 Management Perception General restriction is not usual and can be treated as a national crisis. These situation demands top priority of any Government to resolve. Political unrest will affect the operation of the port Any unrest in the Chittagong port operation and/or transportation within the country will affect revenue of the company. Management Perception Considering the country's high dependency on the international trade vis a vis the Chittagong Port this kind of situation for long period is very much unusual. Natural disaster may disrupt the normal operation The project being close to Bay of Bengal and possibility to be affected by sea driven natural disaster like High- tide, Tsunami, etc. are very high. Management Perception The project is located inside the protection embankment constructed by the Bangladesh water development board and hence the risk of the project being affected by high- tide/ tsunami is comparatively lower. However in order to cover loses from associated risks the company has taken insurance policy for all its movable assets. Profitability of the company may reduce Net profit for the year 2007 was recorded without charging salary and benefits of Senior Management team as well as service charge for using OCL's equipment. Considering the initial stage of the company these were not charged for SAPL. Board of Directors of OCL has taken a decision not to charge for Management team up to 31 December 2007 and for equipments up to 30 June 2008 and the company has obtained the resolution from OCL. Significant increase in operational expenses of SAPL due to charging aforesaid expenses shall reduce the profitability of the company during FY 2008 and onwards. Management Perception Assuming the management expenses borne by SAPL, Net profit and EPS during the year 2007 stands at Tk.77, 800,292 and Tk thus reducing by Tk. 4,908,000 and TK respectively. Considering the growing income potential of the company, impact of the said expenses will be insignificant to the profitability. Charges on the use OCL's equipment and facilities are variable depending on use. All major equipments have already been purchased by SAPL and hence use of OCL's equipment will be needed in special situations only. Project land may be acquired by Civil Aviation Authority Part of the project land ( acres) of the East port could not be muted as yet due to an acquisition orders of the Civil Aviation Authority vide L.A Case no: 10/95-96 dated Although the order is challenged in the High Court by some of the victims, there is a possibility to lose the said land which will reduce the storage capacity of the project. Management Perception: Huge population as well as residential houses is affected by this order and hence the authority appears not very serious about the acquisition as it is pending for about 13 years. On the other hand the management of SAPL has continuous effort to expand the area vis a vis capacity of the Port depending on demand. Assuming the acquisition of the Govt may be effected in the long run the company can expand its west port by purchasing and developing additional land so that operation cannot be affected

16 Financial structure Financial Structure prior to IPO Taka Issued & Fully Paid up Capital as on 31 December ,000,000 Bonus Shares Issued on 28 February ,000,000 Right Shares Issued on 03 April ,000,000 Total 400,000,000 Financial structure after IPO Ordinary shares i) Issued & fully paid up capital ii) IPO (Initial Public Offering) 400,000, ,000,000 Total Capital after IPO will be 500,000,000 Use of IPO proceeds and Implementation Target The proceeds of proposed offering along with the recent raising of capital from the sponsors aggregating Tk.220 million (Right Issue Tk. 120 mil. & IPO Tk. 100 mil.) shall be utilized for meeting the company s expansion program during FY 2008 as under: Particulars A. Land and Land Development Amount (Tk.) Implementation Target Land 375 Tk.500,000 per gonda-west 187,500,000 End October 08 B. Warehouse: RCC Import Yard 15,000 sft civil construction-east 32,500,000 September 08 C. Total Capital Expenditure (A+B) 220,000,000 Sd/ (Syed Ali Jowher Rizvi) Managing Director Company at a glance Description of business Sd/ (Syed Fazlul Haque) Director (Fin. & HR) Summit Alliance Port Limited (SAPL) is one of the valuable additions to the ever expanding industry of the off-docks in the country. The company established by the Summit group in collaboration with Alliance group. SAPL is custom built to provide both ICD (Inland Container Depot) and CFS (Container Freight Station) services, offers a bonded area spread over acres of land, 6.5 kms away from the multi-purpose berths of the Chittagong Port. After establishing the first company Ocean Containers Limited (OCL) in a leading position and gaining reasonable management expertise, SAPL is ventured in 2003 as a private limited company which was subsequently converted as public limited company on 6 March Important dates Date of Incorporation 6 th December 2003 Bond Ware House license 5 th February 2007 Date of Commercial operation 20 th February 2007 Conversion to Public Limited Company 06 th March

17 Nature of business The principal activity of the Company is to provide Off-Dock services with Inland Container Depot (ICD) and Container freight station (CFS) having facilities for handling of both import and export cargo. Background Unlike most other global ports, the Chittagong port Authority (CPA) pursued with the storage of empty containers till the early 90 s. Considering the mammoth amount of cargo handling prospects, the government acknowledged challenges in terms of space with the CPA and paved a way for private sponsors to run off-docs. Initially the permission was issued in the year 1995 for storage of empty containers alone called ICD (Inland Container Depot). Then in the year 2000 further relaxation were endorsed in the form of granting approval of CFS (Container Freight Station) activities. From February 2007, CPA approved to handle 9 imported items for all private off-dock ports. After getting permission from Chittagong Port Authority (CPA) and Customs Authority the first private off-dock company started Empty Container handling in 1985 followed by the second company Ocean Containers Ltd. (OCL), a sister concern of Summit Alliance Port Limited (SAPL) that commenced operation in In the year 2001, Ocean Containers Ltd. (OCL) commenced its CFS business. The project is located in South Patenga, Chittagong which is divided into two blocks namely East block and West block. The beach road divides the project into two blocks. East block is primarily used for handling empty containers while the west block is used for both the import & export cargos. Principal products and services Class of services Types of services/ Revenues 1. Storage of empty containers (ICD) (i) Ground rent (ii)transportation (iii)lift on/off (iv)documentation 2. Un stuffing of import cargo (CFS-Import) (i) Cargo handling (ii) Transportation (iii) Container ground rent (iv) Lift on/off (v) Survey (vi) With/without Movement charges 3. Stuffing of Warehouse and Open Yard cargo (i) Stuffing charge (CFS-Export) (ii) Labor service (iii) Ship landing (Stand by labor service) (iv) Shut out 4. General Services (i) Transportation service (Prime mover & Trailer rent) Essentials of the aforesaid services provided by the company may be elaborated as under: 1. Storage of empty containers (ICD) In order to ensure smooth, cheap and prompt flow of containerized exports, it is vital for container line operators to enjoy storage of Containers at a location that offers adequate space, planned storage system for easy and on demand accessibility and also affordable. These are the factors that allow cheaper freight and SAPL is pledge bound to assuring the best service levels at all times. SAPL's purpose built ICD makes room for storage up to 4,000 TEUs at any given period of time added with clear bay distinctions that permits container movements in FIFO (First In First Out) basis. SAPL deployed world class heavy duty equipment supported by a modern IT (Information Technology) platform. These services are the essential for cheaper freights which is mandatory for exporters to extract any benefit in terms of transportation cost. Presently SAPL has an Empty stock of approximately 4000, TEUs

18 2. Un stuffing of import cargo (CFS-Import) In a country which is highly dependent on imports, consignees can not afford to pay extra amount or incur delay in the discharge of cargo. As high import cost would be reflected in dearer commodity prices for the people, it is mandatory to have such services at very reasonable rates. Moreover it has been noted that most of the cargo which arrives in conventional port facilities is subjected to cargo damage due to negligence. SAPL specializes its services by deploying extra labor and proper equipment for unloading without any extra charge. Realizing the need for an ideal infrastructure, SAPL's investment in this sector reiterates on cleanliness and efficiency of facility area aimed to negate any such undesired possibilities where consignees may suffer. 3. Stuffing of Warehouse and Open Yard cargo (CFS-Export) Considered as the impetus for venturing into the off-dock business, SAPL service provisions comprise of a clientwise customized service package. Total safety of cargo, extreme care in cargo handling and promptness in keeping shipping schedules is the core philosophy of the company. Acknowledging the necessity of maintaining timely shipment of goods, the company has invested heavily on manpower with the deployment of icons in the industry; heavy equipment like cranes, reach stackers, top loaders, fork lifts etc; latest software to allow real time information; a state of art facility; and last but not the least, a highly experienced and competent management. Market for the SAPL Services Main Line Operators (MLO), Shipping Agencies, Freight Forwarders, C&F Agents, Importers and Exporters are the customers of SAPL Relative contribution to Sales and Income (As per audited accounts of FY 2007) Services Revenue % to total revenue Storage of empty containers (ICD) 74,090, Un stuffing of import cargo (CFS-Import) 110,323,824 Stuffing of Warehouse and Open Yard cargo (CFS-Export) 35,252,890 General Service 3,175,019 Total 222,842, Business Plan & Marketing Strategy A business plan is undoubtedly the most important document of any corporate entity. Business plan of SAPL is considered the guide for the company to uphold its day to day operations duly supported by financial and sales projections which forms the blue print for the company s venture into the business fraternity. The business plan thus incorporates: a. Management a. Management b. Finance c. Marketing Based on the principles of forming a strong management that ultimately represent the company, SAPL is formed by sponsors whose reputation is well renowned in the market. Without any inclination towards questionable personnel, the sponsors of the SAPL has picked each and every member of the management team who are not only capable of discharging duties in outstanding fashion but also holds the credentials to align themselves with any expatriate considered icons in their respective trade

19 b. Finance SAPL launched itself with a paid up capital of Tk.5 lac, which subsequently increased in several occasions to adopt the financial requirements during the development stages of the company. The constant injection of Capital from sponsors ensured the developments in personnel, infrastructure, information technology, equipment, so on and so forth. A huge contingent fund was not only allocated but was made available on call basis for smooth, fast and timely completion of development works. This led to the development of the whole facility within few months of commencement. To date the company s paid up capital stands at Tk. 400 million. c. Marketing The ultimate action shall shape the company. A faulty marketing plan is mostly to take its toll on the organization as without revenue a company can not sustain. Aided by charismatic personalities, the marketing plan of SAPL focus on sales based public relation which complimented by the state of the art facility, a price effective service package beneficial to both customers and the company it self, an array of added services and last but not the least a commitment to fast and prompt service rendering. The marketing strategy also put due emphasis on competitors activities and insists on altering and adapting to any specific requirement of the market forces which has not already been contemplated by the company. The marketing gurus of the company also keep constant watch of the global market in view of offering or creating scope for niche added services that ultimately endorse trust of the customers along with their confidence. The company has already established a track record by virtue of its facility, equipment support, IT backbone and personnel in the initial stages that have set the platform for a FULL strategy. SAPL corporate philosophy in continuing service excellence without any exception is duly supplemented by the management s effort to improve at every section thus setting a bench mark of its own with the aim to negate any prospect of competition from others. Internal control systems are in force in following areas 1. Payments 2. Receipts 3. Procurement and others Payments Internal Control System Before payment all vouchers are signed by Departmental head and then approved by Director Finance. After approval it is forwarded to accounts department, voucher is checked in details and subsequently accounts department arranges for payment by crossed cheque jointly signed by Head of Finance and Managing Director. Receipts In case of Cash receipt, bills of various services prepared by Accounts Department on the basis of input data of software (Software entries are given by operation department) and after realization of bill by accounts Department, two copies of paid bill are given to the clients. One copy of them is submitted to Operations department for clearance. Operation department checks the aforesaid bill and arrange for clearance. Services are given to the clients in a predetermined rate. In case of credit business, Operation Department prepares the bill and forward to Accounts department for realization. Accounts department check the bill and send to the clients for realization within due time. Procurement and others In case of procurement of various goods in cash, respective departments take permission in writing from Executive Director. In case of credit purchase respective department place written order to the supplier after taking permission from ED. Budgetary control system also followed by the company. Actual and budgeted performance report analyzed in every month and submitted to higher authority for consideration. No payment is made without fund sanctioned by respective higher authority

20 Operational Activity Management Information System (MIS) At present any type of container movement is recorded and maintained by the software. This is for both empty containers and laden containers going in and coming out of the depot. Along with container movement, all types of cargo which is entering in our premises are also kept in our records through the software. Through this it is easy to print all official documents through a print option from the software, such as: Terminal receipt (TR), Equipment Interchange Receipt (EIR), Landing and Labor money receipt, Prattayan Patra etc. Accounts and HR Accounts and HR also maintains all types of required data in the software. Data Store and Backup: SAPL centrally uses one Dell 2600 server to keep all software data. For data backup the organization is using Tape drive in the server. An extra CD writer is included in the server so that any information can copy at any point in time. Another server is installed at a different location with mirroring and thus if by any chance main server goes down, it is possible to retrieve data from the mirror server. Along with the multiple backup facilities, MIS department also routinely (end of each week) makes CD all of the database and hand over to Executive Director-Operations. This CD is also being kept outside depot premises and hence data can be retrieved (if needed) at any time. Computerization of Accounts and Operation Following software are using for accounts and operations: Accounts 1. Vista GL Operations 1. Container Management Software 2. CFS Cargo Management Software Associate, subsidiary/related Holdings Company and Core areas of business The company established jointly by the Summit Group and Alliance Group. The sponsors of SAPL have significant control on the following associated companies: Summit Group Company name Summit Power Limited United Summit Costal Oil Limited Summit Industrial & Mercantile Corporation Pvt. Ltd. Cosmopolitan Traders Pvt. Ltd. Summit Shipping Ltd. Marble Di Currara Pvt. Ltd. Khulna Power Co. Ltd. Ocean Containers Ltd. Core business area Power Generation Supply of Fuel Oil Investment & power Generation Trading Trading Marble Products Trading Power Generation Off-dock services

21 Alliance Group Company name Alliance Holdings Ltd. Global Beverage Company Ltd. Ocean Containers Ltd. Alliance Knit Composite Limited Alliance Media Limited Alliance Properties Limited Ejab Alliance Limited PEB Steel Alliance Limited Union Accessories Limited Union Knitting & Dyeing Limited Core Business area Investment Carbonated Soft drinks Off-dock services Knit Garments Export Media & Advertisement Real Estate Developer Artificial Insemination of Cattle/Bull Station Fabrication of Steel Building Materials Narrow Fabric Weaving Knit Garment Export SAPL does not have any Subsidiary/related Holding company. Distribution of product/services Main customers of the company include Main Line Operators (MLO), Shipping Agencies, Freight Forwarders, C&F Agents, Importers and Exporters. The company provides its services from its depots located in Chittagong. Marketing activities are provided from both the Chittagong Registered office and Dhaka Corporate office. Competitive Condition of the business The following twelve companies are operating in the off-dock industry: Sl No. Name of Private Depot Location 01 Sea Farers Ltd. North Patenga 02 Ocean Containers Ltd. Katghar, Patenga 03 Summit Alliance Port Ltd. Katghar, Patenga 04 Fisco Bangladesh Ltd. North Patenga 05 QNS Container Services Ltd. CEPZ 06 Iqbal Enterprise(Depot) Ltd. Kalurghat 07 Shafi Motors Ltd. Sagorika Road 08 K & T Logistics Ltd. Chittagong EPZ 09 Esack Brothers Ind s Ltd. Port Market 10 Shah Majidia Rahmani Container Terminal Patenga 11 Port Link Bhatiary 12 Chittagong Container Transportation Company Ltd. Port Market Sources and availability of raw materials and principal suppliers Off-dock is a service based on infrastructure and hence no need for any raw material. Sources of, and requirement for power, gas and water or any other utilities The company requires electricity for operation and general purpose. Main source of Electricity is Bangladesh Power Development Board (BPDB), but the company has Power Generating sets to meet the emergency in case of BPDB failure. Water, Gas and other utility services are provided by related government authorities. Customers providing 10% or more revenues The company has the following one major customer who provided more than 10% revenue during the first year of operation: Name Address Contribution to Total % of Contribution Revenue APL Bangladesh Pvt. Ltd Finlay House, Agrabad, Chittagong 31,773, %

22 Contract with principal customers and suppliers The Company provides its off-dock services to APL Bangladesh Ltd., Finlay House, Agrabad, Chittagong as per the agreed terms between the parties. Features of the agreed terms with APL are: 1. Period : 5 Years 2. Minimum Volume : 700 TEUs / Month 3. Rate : Fixed Tk million per month. 4. Volume exceeding minimum target : Tk for every 20 feet container. Tk for every 40 feet container. No contract exists with any of the suppliers of the organization. Material patents, trademarks, licenses or royalty agreements The company has taken following licenses to provide off- dock services Licenses Import Registration Bonded Ware House License (East & West) Issuing Authority Import & Exports Authority, Chittagong Customs House, Chittagong In addition general licenses like Trade License, Clearance from Environment, Fire License etc. has taken by the company as usual requirement. Number of employees (As on 31 December, 2007) Full-time of employees 80 Temporary employees 31 Total Employees 121 Capacity and current utilization of the facility (As on 31 December, 2007) Service Category Capacity in TEUs Utilization in 2007 % of Capacity East West Total (TEUs) Utilization Empty Container 4,000 71,077 (At any time) -- 4,000 (In & Out) N/A Export Container -- 12,000 12,000 7, Import Container -- 24,000 24,000 12, Note: Capacity shown above represents for 12 months while the utilization shown for 10 months. Description of property A) The Company owns the following fixed assets at written down value as on December 31, 2008 (As per audited accounts) Name of the Assets Written Down Value As at 31 st December 2007 Land and Land Development 523,046,665 Building and Prefabricated Steel 19,025,657 Plant and Equipment 33,718,082 Furniture and Fixtures 344,964 Vehicle 10,891,851 Office Equipment 638,654 Total 587,665,873 B) All the above-mentioned assets are situated at Company s project site and office premises and are in good operating condition. C) The company does not have plant & machinery as it s operation is based on Land, Structure & Handling Equipment

23 D) All the assets of the Company are in its own name except - (i) Out of total acres of the land owned by the company mutation could be completed for acres as of 30 April 2008 and acres are under process of mutation. Balance land aggregating acres got registered in the name of SAPL based on correct ownership and duly muted documents in the name of sellers. AC land rejected to receive documents for mutation verbally saying that the Civil Aviation authority acquisitioned the lands vide L.A Case No. 10/95-96 dated However some of the land owners have gone for challenging the acquisition order. (ii) Pre-fabricated structure as well as plant & machineries acquired under lease Finance from IIDFC. For Prefabricated Steel Components, Kato Crane, TCM Forklifts (2 units) lease, the lessor is Industrial Infrastructure Development Finance Company Limited (IIDFC). The term of the lease is 5 Years (60 Months) and starting from 25 July 2006 and will be expired on 25 June E) For mortgage of properties against borrowings from banks please refer to note- 36 of the audited financial statements. Plan of Operation and Discussion on Financial Condition Internal and external sources of fund Internal sources (As per audited accounts) 31 December 07 (Amount in Taka) Share capital 200,000,000 Capital reserve 224,811,727 Tax- Holiday reserve 55,138,861 Proposed dividend 80,000,000 Retained earnings 2,708,292 Sub-total 562,658,880 External Sources Bank Loan (Net of current maturity) 52,555,381 Sub-total 52,555,381 Total 615,214,261 Bank Loan was taken from HSBC, Dhaka Branch against two Term Loan agreements. The tenure of the loan was 3 Years payable in 36 equal monthly installments effective from April The loan bears 2.10% p.a bellow the banks lending rate. First agreement amounting Tk. 150 million already been fully amortized in March 2008 and the other will expire after March Material commitment for capital expenditure The followings are the capital expenditure Commitments for year 2008 to be met from the proceeds of recent right issue and IPO: a. Land : Tk. 187,500,000 b. Ware House : Tk. 32,500,000 Total : Tk. 220,000,000 Causes for material changes Year 2007 was the first year of operation and hence no material changes in operation could be identified. Seasonal aspect of the company s business With the increase/ decrease in imports and exports through Chittagong Port, the business of the company also changes. Known trends, events or uncertainties Country's international trade has been growing very fast. Political unrest, flood and natural calamities are the known events that may affect the business operations of the company. Changes in the assets of the company used to pay off any liabilities No asset of the company has been disposed off to pay liabilities of the company

24 Loan taken from Holdings/parent Company or subsidiary company The Company has no Holdings/ Parent company or subsidiary company and hence there is no question of taking loan. Loan given to Holdings/parent Company or subsidiary company The Company has no Holdings/ Parent company or subsidiary company and has not given any loan from such party. Future contractual liabilities The company has not, as on 31 st December 2007, entered into any future contractual liability and has no plan to enter into any such contractual obligation with in next 1 year other than normal course of business. Future capital expenditure The company does not have any capital expenditure plan during FY 2008 except the details of utilization plan given under the Use of IPO proceeds and Implementation Target. VAT, income tax, customs duty or other tax liability VAT SAPL does not have any outstanding VAT up to December 2007 and there is no pending VAT liability against operations of the company. Income tax The company commenced its operation on 20 th February 2007 and applied for Tax holiday on 28/6/2007, which is rejected by the National Board of Revenue (NBR) 28/8/2007. But the company has submitted review application against rejection of taxholiday on 23/3/2008. Lately on 22 June 2008 approved the Tax holiday of the company up to 31 January However adequate provision was made for income tax for first year of operation which may now be considered as Tax holiday reserve. Since the first year of operation completed on December 31, 2007 necessary return will be submitted in due course. Income tax returns for the pre-operative period submitted within the scheduled time and assessment completed up to assessment year Custom duty or other liabilities including Contingent Liability Payment of Excise Duty and VAT to Chittagong Customs Authority amounting to Tk.2, 067,382 on import of Pre-fabricated steel structure is under dispute since April 25, In this regard a case is pending for settlement with the High Court Division of the Supreme Court of Bangladesh. Bank guarantee in this regard was provided in favor of Chittagong Port Authority. Operating lease agreement SAPL does not have any Operating Lease agreement with any organization as on 31 st December Financial lease and other financial commitment SAPL has a lease agreement with Industrial Infrastructure Development Finance Company Limited (IIDFC) for procurement of Steel structure, crane and Forklifts. The Particulars of Lease agreements are as under 1. Lessor : Industrial Infrastructure Development Finance Company Limited (IIDFC) 2. Lease amount : BDT 25,000, (BDT Twenty Five Million) only. 3. Lease equipment : Pre- fabricated Steel Components, Kato Crane, TCM Forklifts (2 units) 4. Term : 5 Year (60 Months) 5. Interest Rate : 17% per annum. 6. Monthly rental : BDT 621, (BDT six hundred twenty one thousand three hundred twenty) only per month. 7. Expiry date : 25 June, 2011 Personnel related scheme SAPL is a new venture of the sponsors who own the Ocean Containers Limited (OCL). In order to reap the benefits of OCL s expertise in management, SAPL has been receiving the management services from OCL up to this date. So the employees

25 avails all the personnel related benefits from OCL. However the company is in a formulation stage of a service rule which will be effective in the near future. Training SAPL arranges continuous training program to their employees for continuous development. Breakdown of issue expenses The total IPO expenses are estimated as follows: Particulars Rate Amount In Tk Manager to the Issue fee 1% of public offering 1,000,000 Credit Rating fee Fixed 500,000 Underwriting commission ( 0.50%) 0.50% on 50% of IPO amount 250,000 SEC fee Application fee Fixed 10,000 Consent fee 0.15% of issued capital 150,000 Fees related to the stock exchanges Application fee 10,000 Listing fees for stock exchanges (DSE & CSE) 0.25% on 10 crore for rest amount of Paid up Capital Range (10, lac) 1,700,000 CDBL fees and expenses Documentation fee 2,500 Initial Public Offering fee on Total IPO 25,000 Commission expenses Bankers to the Issue commission 0.1% on Amount Collected (Assumed 10 Times) 1,000,000 Expenses related to printing and publication Printing of prospectus 4,000 pcs X Tk. 80 Per copy 320,000 Post Issue Expenses 1,700,000 Publication of abridged version of prospectus in four national Dailies 300,000 Printing of forms 1,00,000 pcs X Tk. 1 per copy 100,000 Lottery related expenses including BUET fee Estimated 104,500 Other expenses - Total 7,172,,000 Revaluation of assets The Company has made revaluation of its assets in FY 2007 and reflected in the Financial Statements of that year. Particulars of the valuer and summary of report are as follows: Name : Shafiq Basak & Co. Qualification : Chartered Accountant Firm Work done : 31 st December 2007 Reason for Revaluation : To incorporate the fair present value of the major assets of the company in the financial statements. Itemizing Separately showing comparison Particulars Asset Value Before Revaluation (Tk.) Revalued Amount (Tk.) Land & Land Development 307,393, ,095,200 Building and Prefabricated Steel Structure 17,570,066 20,680,000 Total (Tk.) 324,963, ,775,200 Methodology of Valuation Valuation was done at current market price allowing possible appreciation and depreciation considering the cost components incorporated in the structural works which have been reflected in each category of structure

26 Transaction with subsidiary/holdings Company or associate companies in last Five years The company does not have any subsidiary or holdings company and as such question of transaction does not arise. As an associate company of both the Summit group as well as Alliance group, the company has extended temporary loan to the following associated companies during FY 2005: 1. Summit Shipping Limited Tk. 37,000, Alliance Holdings Limited Tk. 23,000,000 The aforesaid amount recovered in full during FY Auditors certificate regarding allotment of shares to promoters or sponsor shareholders for consideration other than cash. This is to certify that Summit Alliance Port Limited has not allotted shares for consideration other than in cash to any shareholders, including its promoters and/or sponsor shareholders, excepting Bonus shares of Tk 80 million against 40% stock dividend declared on financial year ended 31 December 2007 as approved by the shareholders in its AGM held on Date: April 10, 2008 Sd/ Basu Banerjee Nath & Co Chartered Accountant Material information which is likely to have an impact There is no other material information which is likely to have an impact on the offering or change the terms and conditions under which the offer has been made to the public. Information regarding directorship Directors and officers Sl No Name of Director Position Age (Years) Nominee of Date of becoming a Director for the first time Date of expiration of current term Period of nomination 1 Mrs. Anjuman Aziz Khan Chairperson * 2 Mr. Syed Ali Jowher Rizvi Managing * Director 3 Mrs. Sobera Ahmed Rizvi Director * 4 Mr. Latif Khan Director 50 Cosmopolitan Traders Pvt. Ltd * Until further intimation. 5 Dr. Syed Ali Gowher Rizvi Director 58 Alliance Holdings Ltd * Until further intimation. 6 Ms. Ayesha Aziz Khan Director * 7 Ms. Adeeba Aziz Khan Director * 8 Mr. Faisal Karim Khan Director 23 Summit * Until further Industrial and intimation. Mercantile Corporation Pvt Ltd. 9 Mr. Syed Yasser Haider Director * Rizvi 10 Mr. Syed Nasser Haider Rizvi Director * * According to the Articles of Association of the company, at the Ordinary General Meeting one third of the directors for the time being or if their number is not three or multiple of three then the number nearest to one third shall retire from office

27 Directors' involvement in other organization Sl No. 1 2 Name and Position in SAPL Mrs. Anjuman Aziz Khan, Chairperson Mr. Syed Ali Jowher Rizvi, Managing Director 3 Mrs. Sobera Ahmed Rizvi, Director 4 5 Mr. Latif Khan, Director (Nominated by Cosmopolitan Traders Pvt.Ltd.) Dr. Syed Ali Gowher Rizvi, Director (Nominated by Alliance Holdings Ltd.) 6 Ms. Ayesha Aziz Khan, Director Involvement in other organization Name of the Organization Ocean Containers Ltd. Summit Power Ltd. Summit Industrial & Mercantile Corporation (Pvt) Ltd. Summit Equities Ltd. Summit Shipping Ltd. Cosmopolitan Traders (Pvt.) Ltd. Summit Properties & Construction Co. (Pvt.) Ltd. Summit Pipeco Ltd. Marble Di Currara(Pvt.) Ltd. Baridhara Properties Ltd. Summit Electricity Ltd. Summit Euro Refinery Ltd. Mongla Oil Mills Ltd. Summit Purbanchol Power Co. Ltd. Summit Uttaranchol Power Co. Ltd. Summit Alliance Port Ltd. Ocean Containers Ltd. Alliance Holdings Ltd. Global Beverage Company Ltd. Union Accessories Ltd. Union Knitting & Dyeing Ltd. Alliance Knit Composite Ltd. PEB Steel Alliance Ltd. Alliance Properties Ltd. Summit Alliance Port Ltd. Global Beverage Company Ltd. Ocean Containers Ltd. Alliance Holdings Ltd. Summit Alliance Port Ltd. Ocean Containers Ltd. Summit Industrial & Mercantile Corporation (Pvt) Ltd. Summit Power Ltd. Summit Shipping Ltd. Cosmopolitan Traders (Pvt.) Ltd. Baridhara Properties Ltd. Summit Purbanchol Power Co. Ltd. Summit Uttaranchol Power Co. Ltd. Syenergy Services Summit Alliance Port Ltd. Ocean Containers Ltd. Summit Alliance Port Ltd. Ocean Containers Ltd. Summit Power Ltd. Summit Industrial & Mercantile Corporation (Pvt) Ltd. Summit Equities Ltd. Summit Shipping Ltd. Cosmopolitan Traders (Pvt.) Ltd. Baridhara Properties Ltd. Mongla Oil Mills Ltd. Summit Purbanchol Power Co. Ltd. Summit Uttaranchol Power Co. Ltd. Summit Alliance Port Ltd Position Director Do Do MD Director Do Do Do Do Do Do Do Do Do Do Chairperson MD Do Do Director Do Do MD Director MD Chairperson Director Chairperson Director Director Do Do MD Director Do Do Do Do Do Director Director Director Do Do Do Do Do Do Do Do Do Do

28 Sl No. Name and Position in SAPL 7 Ms Adeeba Aziz Khan 8 Mr. Faisal Karim Khan (Nominated by Summit Industrial & Mercantile Corporation (Pvt.) Ltd.) Involvement in other organization Name of the Organization Ocean Containers Ltd. Summit Industrial & Mercantile Corporation (Pvt) Ltd. Summit Alliance Port Ltd. Ocean Containers Ltd. Summit Industrial & Mercantile Corporation (Pvt) Ltd. Summit Power Ltd. Cosmopolitan Traders (Pvt.) Ltd. Summit Alliance Port Ltd. Position Director Do Do Director Do Vice-Chairman Director Do 9 10 Mr. Syed Yasser Haider Rizvi, Director Mr. Syed Nasser Haider Rizvi, Director Ocean Containers Ltd. Alliance Holdings Ltd. Global Beverage Company Ltd. Summit Alliance Port Ltd. Ocean Containers Ltd. Alliance Holdings Ltd. Global Beverage Company Ltd. Summit Alliance Port Ltd. DMD Director DMD DMD DMD Director DMD DMD Family relationship among Directors and top five officers Name of the Director Status Relationship Mrs. Anjuman Aziz Khan Chairman Mother of Ms. Ayesha Aziz Khan & Ms. Adeeba Aziz Khan,Paternal aunty of Mr. Faisal Karim Khan and sister-in law of Mr. Latif Khan Mr. Syed Ali Jowher Rizvi Managing Director Husband of Mrs. Sobera Ahmed Rizvi, Father of Mr. Syed Yasser Haider Rizvi & Mr. Syed Nasser Haider Rizvi and Brother of Dr. Syed Ali Gowher Rizvi. Short bio-data of the directors Mrs. Anjuman Aziz Khan, Chairperson Mrs. Anjuman Aziz Khan Wife of Mr. Muhammed Aziz Khan has 20 years of business experience. Mrs. Khan is the member of Siraj Khaleda Trust- a social wing of Summit Group, which is setting up a 200 beds hospital for medical service on charitable basis in Dhaka Cantonment. She enthusiastically takes part & contributes to social activities such as Assistance of Blind Children and women s entrepreneurship development. Mr. Syed Ali Jowher Rizvi,Managing Director Mr. Syed Ali Jowher Rizvi son of Late Syed Nasiruddin Haider Rizvi was born on 19 th March 1953 in a respected Muslim family.he has completed his MBA degree in International Finance and Accounting from Indiana University, USA as well as earned MA in Economics with Honors from Dhaka University. After completion of his Masters degree from Dhaka University he worked for BCCI (O) Ltd. Bangladesh in two phases. At the same time he was engaged with Institute of Business Administration (IBA) as a part time (Honorary) Lecturer. From March 1991 to June 1997 he served Union Bank Zambia Ltd., Zambia as its founder Managing Director. From 1997 his entrepreneurship skill developed in the sectors of Off-dock, Carbonated Soft Drinks, Textile, Gas Pipeline Construction, Prefabricated Steel, Real Estate Development, Media, IT, Dairy products, Transportation and Banking. On honorary basis, he is also currently teaching Executive MBA at North South University, Dhaka

29 Ms Sobera Ahmed Rizvi, Director Ms. Sobera Ahmed Rizvi wife of Mr Syed Ali Jowher Rizvi was born on 21 st August She has completed her MA with honors in Economics from Dhaka University in 1975.She is the founder Director and past chairperson of Himadri Limited (a Public Listed Company) and Rabeya Flour Mills Limited. Presently she is serving Alliance Holdings Limited & Global Beverage Co Ltd. as Chairperson. Mr. Md. Latif Khan, Director Mr. Md. Latif Khan was born on 28 December 1958 in Dhaka. He pursued BA in Public Administration at Dhaka University, and subsequently left for higher studies to the U.S in There he worked for over 15 years in the financial sector. He was a stockbroker and a financial analyst at Prudential Insurance of America where he received numerous sales achievement awards and worked as a Financial Officer at Wells Fargo Bank in California. He returned to Bangladesh in 1997 and thereof joined Summit Group as the Managing Director of Summit Shipping Limited. Mr. Khan has established himself as a sound and dynamic businessman of the country. Dr. Syed Ali Gowher Rizvi, Director Dr. Syed Ali Gowher Rizvi completed his M.A. in Contemporary & International History, University of Dhaka and was placed First Class in After that he completed his PhD in Commonwealth Studies, Trinity College, University of Oxford in He started his career with University of Canterbury, New Zealand as a Research Fellow & Lecturer in History & Politics and passed his long Career with different institute in different countries. Now he is serving in Kennedy School of Government, Harvard University as Director (The Ash Institute for Democratic Governance and Innovations). He is also involved with consultancy and advisory work in various countries. He is member of Editorial Board of Journal of Contemporary South Asia, Oxford, Journal of the Bangladesh Institute of International and Strategic Studies (Dhaka), and The Round Table: The Journal for Commonwealth Affairs, London etc. Ms. Ayesha Aziz Khan, Director Ms. Ayesha Aziz Khan was born in After completion of her O Level and A Level from Bangladesh she went for higher studies to U.K and completed her graduation in Economics and Business from the University College, London (UCL) in Ms. Ayesha Aziz Khan has successfully done her MBA from Columbia University, USA where she is placed among the top 5% students of the batch. She has joined Summit Group in management position. Presently Ms. Khan is holding the position of Director in several companies. Ms. Adeeba Aziz Khan, Director Ms. Adeeba Aziz Khan, Daughter of Mr. Muhammad Aziz khan was born on 14 June She has completed her Bar Vocational Course from Inns of Court School of Law, UK on From July 2006 she worked with Dr. Kamal Hossain & Associates, Bangladesh as Pupil, after that she involved herself with Drew & Napier LLC, Singapore as an International Lawyer. Mr. Faisal Karim Khan, Director Mr. Faisal Karim Khan was born on 29 th July 1985.He has completed Mechanical Engineering with Finance degree from Imperial College London (ICL), UK on June From February 2007 he has engaged himself with Ocean Containers Ltd. and Summit Alliance Ports Ltd as a Director. After that he has increased his responsibility by taking the Directorship of Summit Industrial and Mercantile Corporation Ltd. and Cosmopolitan Traders ltd. Mr. Syed Yasser Haider Rizvi, Director Mr. Syed Yasser Haider Rizvi son of Mr. Syed Ali Jowher Rizvi was born on 14 th January He completed his Bachelor degree with Honors in Economics from University College London (UCL), London, UK. He has started his Career with Standard Chartered Bank. Then he engaged himself as a Deputy Managing Director of Global Beverage Co Ltd. Since August 2007 he has also joined Ocean Containers Ltd. as Deputy Managing Director. Mr. Syed Nasser Haider Rizvi, Director Mr. Syed Nasser Haider Rizvi the youngest son of Mr. Syed Ali Jowhel Rizvi was born on 6 th November He completed his Bachelor degree in Management from Bentley College, Boston, USA. From February 2007 he has taken the responsibility of Global Beverage Co Ltd as Director (Marketing), which includes monitoring and supervision of marketing activities of all Virgin Drinks and ZAM ZAM Cola Products. And from August 2007 he also took the responsibility of Ocean Containers Ltd as Deputy Managing Director

30 Credit Information Bureau (CIB) report Neither the company nor any of its directors or shareholders who hold 5% or more shares in the paid up capital of the issuer is loan defaulter in terms of the CIB report of the Bangladesh Bank. Involvement of Directors and Officers in Certain legal proceedings No director or officer of the Company was involved in any of the following types of legal proceedings in the last ten years: a. Any bankruptcy petition filed by or against company of which any officer or director of the issuer company filing the prospectus was a director, officer or partner at the time of the bankruptcy. b. Any conviction of director, officer in a criminal proceeding or any criminal proceeding pending against him. c. Any order, judgment or decree of any court of competent jurisdiction against any director, Officer permanently or temporarily enjoining, barring, suspending or otherwise limiting the involvement of any director or officer in any type of business, securities or banking activities. d. Any order of the Securities and Exchange Commission, or other regulatory authority or foreign financial regulatory authority, suspending or otherwise limiting the involvement of any director or officer in any type of business, securities or banking activities. Description of senior executives and department heads Name Mr. Syed Ali Jowher Rizvi Mr. Syed Yasser Haider Rizvi Mr. Syed Nasser Haider Rizvi Mr.Faisal Karim Khan Mr. Syed Fazlul Haque Captain Asif Mahmood Position Managing Director DMD-Head of Business Development & Customer Service DMD- Head of Information technology DMD- Head of Procurement & Equipment Maintenance Director- Head of Finance & HR Director- Head of Operation Educational Qualification MBA, MA(Economics) Date of Joining in the Company Names (s) of organization worked during the last five years Managing Director: Ocean Containers Ltd. Alliance Holdings Ltd. Global Beverage Co Ltd. 2. Director & Shareholder, National Housing and Finance Investments Ltd. B.Sc. (Economics) DMD, Global Beverage Co.Ltd 2. DMD, Ocean Containers Ltd. 3. Manager (ATM, SIGCAP & CHEQUE BOOKS), Standard Chartered Bank 4.Graduate Associate Program, Standard Chartered Bank B.Sc. (Management) Director (Marketing), Global Beverage Co. Ltd. 2. DMD, Ocean Containers Ltd. Mechanical Director, Summit Engineering with Industrial and Mercantile Business Finance Corporation Ltd. 2. Director, Cosmopolitan Traders Ltd. 3. Director, Ocean Containers Ltd. FCA MD, GlaxoSmithKline BD Ltd. Master Mariner Director (Operation), Ocean Containers Ltd

31 Transaction with related parties Certain Relationships and Related Transactions Neither any proposed transaction nor had any transaction during the last three years except the relationship described in note 12 of revised audited financial statement, between the issuer and any of the following persons: a. Any director or executive officer of the issuer; b. Any director or officer; c. Any person owning 5% or more of the outstanding shares of the issuer; d. Any member of the immediate family (including spouse, parents, brothers, sisters, Children, and in-laws) of any of the above persons. e. Any transaction or arrangement entered into by the issuer or its subsidiary for a person who is currently a director or in any way connected with a director of either the issuer company or any of its subsidiaries/holding company or associate concerns, or who was a director or connected in any way with a director at any time during the last three years prior to the issuance of prospectus. f. Any loan either taken or given from or to any director or any person connected with the director, any loan taken from any such person who did not have any stake in the issuer, its holding company or its associate concerns prior to such loan. Directors' facilities No director enjoyed any interest (pecuniary and non-pecuniary) and facilities except directors fees Tk. 92,500 until 31 st December 2007 considering the initial period of the company. Executive Compensation Remuneration paid to top five salaried officers All the top five executives of the company as named earlier are employees of the associate company OCL and hence no remuneration charged on SAPL account considering the initial period of the company. In this regard management obtained a resolution in the 4 th board meeting of OCL dated 2 nd May 2008 confirming that OCL will not also charge in future for sharing of management and equipments up to 31 December Aggregate amount of remuneration paid to directors and officers (As per audited accounts) Group Amount paid For the Year ended 31 December,2007 Director fee Tk. 92,500 Officers Tk. 1,272,573* Salaries & benefits including management emoluments * This includes Tk. 573,200 representing salary and allowances for the shared service personnel of OCL. Balance amount paid to the employees (Payroll & contractual) of the company. Remuneration paid to any director who was not an officer The company did not pay any remuneration to any director who was not an officer during the last accounting year. Future compensation to Directors or officers Considering the initial period is over the Board in its meeting held on 07 January, 2008 approved payment of salary and benefits to the senior management team effective from 01 January, 2008 as under: Sl No. Name of employee Position Annual Remuneration 1. Mr. Syed Ali Jowher Rizvi 2. Mr. Syed Yasser Haider Rizvi Fringe Benefits Managing Director 1,920,000 Company s Car, reimbursement of utilities DMD-Business 1,512,000 Company s Car Development & Customer Service DMD- Information 1,512,000 Company s Car technology 1,512,000 Company s Car 3. Mr. Syed Nasser Haider Rizvi 4. Mr.Faisal Karim Khan DMD- Procurement & Equipment Maintenance 5 Mr. Syed Fazlul Haque Director-Finance & HR 1,800,000 Company s Car 6. Captain Asif Mahmood Director- Operation 1,560,000 Company s Car Note: First four employees of the above list are shareholding Director also.

32 Pay increase intention Periodical review of salary and benefits of the employees falls due in January every year. Options granted to Directors, officers and Employees The company has not granted any option to directors, officers or employees. Transaction with the Directors and Subscribers to the Memorandum a. The Director and subscribers to the memorandum have not received any benefits directly or indirectly other than stock dividend and directors fees since inception. b. The issuer also has not received any assets from its Directors and subscribers to the memorandum except fund against allotment of shares. Tangible assets per share as of 31 December 2007 Particulars Taka Ordinary Share Capital 200,000,000 Reserves (including tax-holiday reserve) 279,950,588 Retained Earnings (as per Balance sheet on December 31, 2007) 2,708,292 Net Asset 482,658,880 Less: Intangible Asset ( Preliminary Expenses) 35,000 Net Tangible Asset 482,623,880 Total Ordinary Share 2,000,000 Net tangible assets per share Net Tangible assets per share (without considering tax-holiday reserve) Sl No. Shareholdings structure as on April 3, 2008 Ownership of the Company s Securities Name of Shareholder Address Status No of Shares 01 Mrs. Anjuman Aziz Khan 02 Ms. Adeeba Aziz Khan 03 Summit Industrial. & Mercantile Cor.(Pvt.)Ltd. 04 Ms. Ayesha Aziz Khan 05 Cosmopolitan Traders (Pvt.) Ltd. 06 Alliance Holdings Ltd. 07 Ms. Azeeza Aziz Khan 08 Mr. Syed Ali Jowher Rizvi 09 Mrs. Sobera Ahmed Rizvi Mr. Syed Yasser Haider Rizvi Mr. Syed Nasser Haider Rizvi 12 Mr. Muhammed Aziz Khan 14/A,Shahid Sharani Road. Dhaka Cantonment, Dhaka 14/A,Shahid Sharani Road. Dhaka Cantonment, Dhaka 14/A,Shahid Sharani Road. Dhaka Cantonment, Dhaka % of total Shareho ldings Designation in the Company Director 300, Director 360, Represented by Mr. Faisal Karim Khan 300, DMD 14/A,Shahid Sharani Road. Dhaka Cantonment, Dhaka Director 360, The Summit Center, Represented by 18,Kawran Bazar C/A, Dhaka Mr. Latif Khan 300, Represented by House # A/15,Road # 117, Dr. Syed Ali Gulshan, Dhaka Gowher Rizvi 1,997, /A,Shahid Sharani Road. Dhaka Cantonment, Dhaka Shareholder 360, House # A/15,Road # 117, Gulshan, Dhaka Director MD House # A/15,Road # 117, Gulshan, Dhaka Director House # A/15,Road # 117, Gulshan, Dhaka Director DMD House # A/15,Road # 117, Gulshan, Dhaka Director DMD 14/A,Shahid Sharani Road. Dhaka Cantonment, Dhaka Shareholder 20, Total 4,000,

33 Securities owned by the officers No officer except sl nos 3,8,10 & 11 of the above schedule own shares of the company as on 03 April Determination of offering Price The offer price of the ordinary share of Summit Alliance Port Limited has been determined at par value. The Net Asset value stands at Tk based on audited financial statements as on 31 December 2007.However it stands at Tk (Stockholder Equity/No of shares i.e. 682,658,880/4,000,000) as on 03 April 2008 considering the issued Bonus and Right shares before proposed IPO. If the tax-holiday reserve is not considered as a part of reserve (since the application for taxholiday was not approved by NBR, which is now pending due to appeal made to the authority) the NAV stands as on 31 December 2007 at Tk per share and as on 03 April 2008 at Tk per share. Market for the Securities Being Offered The issuer shall apply to the following two Stock Exchanges within 7 (seven) working days from the date of consent accorded by the SEC to issue prospectus: Dhaka Stock Exchange Limited and Chittagong Stock Exchange Limited 9/F, Motijheel C/A CSE Buildng, 1080 Sk. Mujib Road Dhaka Agrabad, Chittagong-4100 Declaration about listing of shares with the stock exchange(s) None of the stock exchanges(s), if for any reason, grants listing within 75 days from the closure of subscription, any allotment in terms of this prospectus shall be void and the company shall refund the subscription money within fifteen days from the date of refusal for listing by the stock exchanges, or from the date of expiry of the said 75 (seventy five) days, as the case may be. In case of non-refund of the subscription money within the aforesaid fifteen days, the company directors, in addition to the issuer company, shall be collectively and severally liable for refund of the subscription money, with interest at the rate of 2% (two percent) per month above the bank rate, to the subscribers concerned. The issue manager, in addition to the issuer company, shall ensure due compliance of the above mentioned conditions and submit compliance report thereon to the Commission within seven days of expiry of the aforesaid fifteen days time period allowed for refund of the subscription money. Trading and settlement Trading and settlement regulation of the stock exchanges shall apply in respect of trading and settlement of the shares of the Company. Dividend, voting, pre-emption rights Description of Securities outstanding or being offered The Share Capital of the company is divided into Ordinary Shares, carrying equal rights to vote and receive dividend in terms of the relevant provisions of the Companies Act 1994 and the Articles Association of the company. All shareholders shall have the usual voting right in person or by proxy in connection with, among others, election of Director & Auditors and other usual agenda of General Meeting Ordinary or Extra Ordinary. On a show of hand, every shareholder present in person and every duly authorized representative of a shareholder present at a General Meeting shall have one vote and on a poll every shareholder present in person or by proxy shall have one vote for every share held by him or her. In case of any additional issue of shares for raising further capital the existing shareholders shall be entitled to Right Issue of shares in terms of the guidelines issued by the SEC from time to time. Conversion and liquidation rights In terms of the provisions of the Companies Act 1994, Articles of Association of the Company and other relevant rules in force, the shares of the Company are freely transferable. The Company shall not charge any fee for registering transfer of shares. No transfer shall be made to a firm, an infant or person of unsound mind

34 Dividend policy a. The profit of the Company, subject to any special right relating thereto created or authorized to be created by the Memorandum of Association and subject to the provisions of the Articles of Association, shall be divisible among the members in proportion to the amount of capital paid-up on the shares held by them respectively. b. No large dividend shall be declared than is recommended by the Directors, but the Company in its General Meeting may declare a smaller dividend. The declaration of Directors as to the amount of Net profit of the Company shall be conclusive. c. No dividend shall be payable except out of the profits of the Company or any other undistributed profits. Dividend shall not carry interest as against the Company. d. The Directors may from time to time pay the members such interim dividend as in their judgment the financial position of the Company may justify. e. A transfer of shares shall not pass the right to any dividend declared thereon before the registration of transfer. f. No limitation in payment of dividend is stipulated in any debt instrument or otherwise. Other rights of stockholders In terms of the provisions of the Companies Act 1994, Articles of Association of the Company and other relevant rules in force, the shares of the Company are transferable. The Company shall not charge any fee, other than Government duties for registering transfer of shares. No transfer shall be made to a minor or person of unsound mind. The Directors shall present the financial statements as required under the law & International Accounting Standard. Financial statements will be prepared in accordance with the International Accounting Standards consistently applied throughout the subsequent periods and present with the objective of providing maximum disclosure as par law and International Accounting Standard to the shareholders regarding the financial and operational position of the company. The shareholders shall have the right to receive all periodical statement and reports, audited as well as un audited, published by the company from time to time. The shareholder Holdings minimum of 10% shares of paid-up capital of the company shall have the right to requisition extra ordinary General Meeting of the company as provided for the section 84 of the Companies Act Debt Securities The company did not issue any debt securities nor have any plan to issue within next six months. Lock-in on Sponsors' Shares All issued shares of the issuer at the time of according consent to public offering shall be subject to a lock-in period of three years from the date of issuance of prospectus or commercial operation, whichever comes later. Provided that the persons, other than directors and those who hold 5% or more, who have subscribed to the shares of the company within immediately preceding two years of according consent, shall be subject to a lock-in period of one year from the date of issuance of prospectus or commercial operation, whichever comes later. Sl. No Name Status No of share hold Amount (Taka) % Holdings Date of acquisition 1 Mrs. Anjuman Aziz Khan Director 300,000 30,000, N/A 2 Mr. Syed Ali Jowher Rizvi Director , N/A 3 Ms. Adeeba Aziz Khan Director 360,000 36,000, N/A 4 Summit Industrial. & Shareholder 300,000 30,000, N/A Mercantile Cor.(Pvt.)Ltd. 5 Ms. Ayesha Aziz Khan Director 360,000 36,000, N/A 6 Cosmopolitan Traders (Pvt.) Shareholder 300,000 30,000, N/A Ltd. 7 Mrs. Sobera Ahmed Rizvi Director , N/A 8 Mr. Syed Yasser Haider Rizvi Director , N/A 9 Mr. Syed Nasser Haider Rizvi Director , N/A 10 Alliance Holding Ltd. Shareholder 1,997, ,720, N/A 11 Mr. Muhammed Aziz Khan Shareholder 20,000 2,000, Ms. Azeeza Aziz Khan Shareholder 360,000 36,000, N/A Total 4,000, ,000, Expiry date lock-in of

35 Refund of Subscription money In case of non-allotment of securities, if the applicants bank accounts as mentioned in their IPO Application Forms are among the Bankers to the Issue, refund amount will be credited directly into the respective bank accounts. Otherwise, refund will be made only through Account Payee cheque(s) with bank account number and name of bank branch as mentioned in the application payable at Dhaka or Chittagong, as the case may be. Accordingly the number of the bank account along with name of bank and branch must be indicated in the application form. Subscription by and Refund to non-resident Bangladeshi (NRB) 1. A Non-Resident Bangladeshi shall apply either directly by enclosing a foreign demand draft drawn on a bank payable at Dhaka, or through a nominee by paying out of foreign currency deposit account maintained in Bangladesh or in Taka, supported by foreign currency encashment certificate issued by the concerned bank, for the value of securities applied for through crossed bank cheque marking Account Payee only. 2. The value of securities applied for by such person may be paid in Taka or US dollar or UK pound sterling or EURO at the rate of exchange mentioned in the securities application form. 3. Refund against oversubscription shall be made in the currency in which the value of securities was paid for by the applicant through Account Payee bank cheque payable at Dhaka with bank account number, Bank s name and Branch as indicated in the securities application form. If the applicants bank accounts as mentioned in their IPO Application Forms are maintained with the Bankers to the Issue and other banks as mentioned below, refund amount of those applicants will be directly credited into the respective bank accounts as mentioned in their IPO Application Forms. Availability of securities 1. The offer Particulars No. of Shares Amount in Tk. A. 10% of IPO of Ordinary Shares shall be reserved for Non 100,000 10,000,000 Resident Bangladeshis B. 10% of IPO of Ordinary Shares shall be reserved for Mutual 100,000 10,000,000 funds and Collective Investment schemes registered with the Commission C. Remaining 80% of IPO of Ordinary Shares shall be opened for 800,000 80,000,000 subscription by the General Public. Total 1,000, ,000,000 2) All securities as stated in sub -rule (1) shall be offered for subscription and subsequent allotment by the issuer, subject to any restriction which may be imposed, from time to time, by the SEC. 3) In case of over-subscription under any of the categories mentioned in sub-rule (1), the issue manager shall conduct an open lottery of all applications received under each category separately in accordance with the letter of consent issued by the SEC. 4) In case of under subscription under any of the 10% categories mentioned in sub-rule (1), the un-subscribed portion shall be added to the general public category and, if after such addition, there is over-subscription in the general public category, the issuer and the issue manager shall jointly conduct an open lottery of all the applicants added together. 5) In case of under subscription of the public offering, the un-subscribed portion of securities shall be taken up by the underwriters. 6) The lottery as stated in sub-rule (3) and (4) shall be conducted in presence of representatives from the issuer, the stock exchanges, and the applicants, if there be any

36 Application for subscription 1. Application for shares shall be made for a minimum lot for 50 Ordinary Shares to the value of Tk. 5,000/- and should be made on the SAPL s Printed Application forms. Application Forms and Prospectus may be obtained from the Registered Office of the Bank, members of the Dhaka Stock Exchange Ltd. and/ or Chittagong Stock Exchange Limited or from the bankers to the Issue. In case adequate forms are not available, applicants may use photocopied / cyclostyled / hand written/typed copies of the forms. Applications must not be for less than 50 shares. Any application not meeting this criterion will not be considered for allotment purpose. 2. Joint application form for more than two persons will not be accepted. In the case of joint application each party must sign the application form. 3. Application must be in full name of individuals or limited companies or trusts or societies and not in the name of firms, minors or persons of unsound mind. Applications from insurance, financial and market intermediary companies must be accompanied by Memorandum and Articles of Association. 4. An applicant cannot submit more than two applications, one in his own name and another jointly with another person which is applicable for both Non-Resident Bangladeshi (NRB) as well as other than Non-Resident Bangladeshi Applicants. In case, an applicant makes more than two applications, those in excess of two applications shall not be considered for allotment purpose. 5. Bangladeshi Nationals (including non-resident Bangladeshi Nationals residing abroad) and Foreign Nationals shall be entitled to apply for shares. 6. Payment for subscription by investors other than Non -Resident Bangladeshi may be made to the said branches/office of the banks mentioned below in Cash/Cheque/Pay Order/Bank Draft. The Cheque/Pay Order/Bank Draft shall be made payable to the bank to which it is sent and be marked SUMMIT ALLIANCE PORT LIMITED. And shall bear the crossing A/C Payee Only and must be drawn on a bank in the same town of the bank to which application form is deposited. 7. All completed application forms, together with remittances for the full amount payable on application, shall be lodged by investors other than non-resident Bangladeshis with any of the branches of the Bankers to the Issue. Dhaka Bank Limited Dhaka EPZ Br. Savar Dhaka Kawranbazar Br. Dhaka Uttara Br. Dhaka Local Office Br. Dhaka Board Bazar Br. Gazipur Motijheel Branch, Dhaka Gulshan-1 Br. Dhaka Bangshal Br. Dhaka Netaiganj Br. Narayanganj Mohakhali Br. Dhaka Panthapath Br. Dhaka Imamgonj Br. Dhaka Bogra Br. Bogra Malibagh Br. Dhaka Banani Br. Dhaka Islampur Br. Dhaka Elephant Road Br. Dhaka Mirpur Br. Dhaka Narayangonj Br. Narayangonj Banani Br. Dhaka Barisal Br. Barisal Z H Sikder M. C. Br. Dhaka Munshikhola Br. Dhaka Foreign Exchange Br. Dhaka Simrail Br. Sidderganj, N.Gonj Islampur Br. Dhaka Jubilee Road Br. Chittagong Dhanmondi Br. Dhaka CDA Avenue Br. Chittagong Uttara Br. Dhaka Agrabad Br. Chittagong Kawranbazar Br. Dhaka Joypara Br. Dohar, Dhaka North Brook Hall Br. Dhaka Khatungonj Br. Chittagong Uttara Br. Dhaka Biswanath Br. Sylhet Lake Circus Br. Kalabagan, Dhaka CDA Avenue Br. Chittagong Amin Bazar Br. Dhaka Moulavi Bazar Br. Moulavi Bazar Mohammadpur Br. Dhaka Sylhet Br. Sylhet Islami Banking Br. Dhaka Muradpur Br. Chittagong Pragati Sarani Br. Dhaka Khulna Br. Khulna Narayangonj Br. Narayangonj Golapgonj Br. Sylhet Jatrabari Br. Dhaka Rajshahi Br. Rajshahi Laldighipar Br. Sylhet Rajshahi Br. Rajshahi Gazipur Br. Gazipur Jessore Br. Jessore Agrabad Br. Chittagong Naya Bazar Br. Dhaka Savar Bazer Br. Savar, Dhaka Trust Bank Limited Jubilee Road Br. Chittagong Imamgonj Br. Dhaka Narayangonj Br. Narayangonj Principal Branch, Dhaka Khatungonj Br. Chittagong Savar Bazar Br. Savar, Dhaka Pagla Bazar Br. Narayangonj SKB Br. Dhaka Dutch-Bangla Bank Limited Gazipur Chowrasta Br. Gazipur Sylhet Br. Sylhet Comilla Br. Comilla Local Office Br., Dhaka Feni Br. Feni Anderkillah Br. Chittagong Chittagong Cantt. Br. Chittagong Motijheel Foreign Exchange Br. Dhaka Comilla Br. Comilla Agrabad Br. Chittagong Rangpur Cantt. Br. Rangpur Nababpur Br. Dhaka Jubilee Road Br. Chittagong Khatungonj Br. Chittagong Jessore Cantt. Br. Jessore Banani Br. Dhaka Kadamtali Br. Chittagong Jubilee Road Br. Chittagong Agrabad Br. Chittagong Kawran Bazar Br. Dhaka Mirzapur Br. Mirzapur Tangail Sheikh Mujib Road Br. Chittagong Dhanmondi Br. Dhaka Shantinagar Br. Dhaka Cox s Bazar Br. Cox s Bazar Pahartali Br. Chittagong Khatungonj Br. Chittagong Dhanmondi Br. Dhaka Lohagara Br. Chittagong Narsingdi Br. Narsingdi Gulshan Corporate Br. Dhaka Baburhat Br. Narsingdi Basundhara Br. Dhaka Tangail Br. Tangail Dilkusha Corporate Br. Dhaka Narayangonj Br. Narayangonj Ring Road Br. Dhaka Khulna Br. Khulna CDA Avenue Br. Chittagong B.B. Road Br. Narayangonj Manikgonj Br. Manikgonj Rangpur Br. Rangpur Sylhet Corporate Br. Sylhet Agrabad Br. Chittagong HSBC Bogra Br. Bogra Millenium Corporate Br. Dhaka Mohakhali Br. Dhaka Motijheel Branch, Dhaka Rajshahi Br. Rajshahi Uttara Corporate Br. Dhaka Gulshan Br. Dhaka National Bank Limited Barisal Br. Barisal Mirpur Br. Dhaka Mirpur Br. Dhaka Bangshal Road Br. Dhaka Comilla Br. Comilla Naval Base Br. Chittagong Uttara Br. Dhaka Babubazar Br. Dhaka Standard Bank Limited Kawranbazar Br. Dhaka Patherhat Br. Chittagong Dilkusha Br. Dhaka Principal Branch, Dhaka Narayangonj Br. Narayangonj Hathazari Br. Cgittagong Elephant Road Br. Dhaka Foreign Exchange Br. Dhaka Islampur Br. Dhaka Foreign Ex. Br. Dhaka Topkhana Road Br.,Dhaka Dania Br. Dhaka Gulshan Br. Dhaka Imamgonj Br. Dhaka Khulna Br. Khulna Imamganj Br. Dhaka Gulshan Br. Dhaka Sylhet Br. Sylhet Dhanmondi Br. Dhaka Dhanmondi Br. Dhaka 8. A Non-Resident Bangladeshi (NRB) shall apply against the IPO either directly by enclosing a foreign demand draft drawn on a bank payable at Dhaka, or through a nominee (including a Bank or a Company) by paying out of foreign currency deposit account maintained in Bangladesh, for the value of securities applied for. The value of securities applied for may be paid in Taka, US Dollar or Euro or UK Pound Sterling at the Spot Buying (TT Clean) rate of exchange prevailing on the date of opening of subscription. Refund against over-subscription of shares shall be made in the currency in which the value of shares applied for was paid by the applicant. Share Application Form against the quota for NRB shall be sent by the applicant directly along with a draft or cheque to Summit Alliance Port Limited at its corporate office. Copies of application Form and Prospectus shall be available with Bangladesh Embassy/High Commission in USA, UK, Saudi Arabia, U.A.E., Qatar, Kuwait, Oman, Bahrain, Malaysia and South Korea and web site of the SEC, Company, Issue manager, DSE and CSE. 9. The IPO subscription money collected from investors (other than Non-resident Bangladeshis) by the Bankers to the Issue will be deposited to Standard Bank s, STD Account No: with Summit Alliance Port Limited, Principal Branch, Motijheel C/A, Dhaka for this purpose. 10. The subscription money collected from Non-resident Bangladeshis in US Dollar or UK Pound Sterling or EURO shall be deposited to the following FC accounts:

37 Sl No. Name of the FC Accounts Account No. Bank & Branch Currency 1 Summit Alliance Port Ltd Standard Bank, Principal Branch EURO 2 -do do- US Dollar 3 -do do- GBP In the case of over-subscription of securities to the NRB applicants, refund shall be made by Summit Alliance Port Limited out of the FC Account for IPO. Summit Alliance Port Limited has already opened the aforesaid FC Accounts and shall close these FC Accounts after refund of over-subscription, if any. An applicant cannot submit more than two applications, one in his/her own name and another jointly with another person. In case an applicant makes more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In addition, whole or part of application money may be forfeited by the Commission. The Securities and Exchange Commission has decided that the primary shares allotted to an applicant through IPO may be forfeited by SEC, if the BO account of the said applicant is found closed at the time of allotment of shares. So, all IPO applicants are required to keep their BO accounts operational till allotment of IPO shares. APPLICATIONS NOT IN CONFORMITY WITH THE ABOVE REQUIREMENTS AND THE INSTRUCTIONS PRINTED ON THE APPLICATION FORM ARE LIABLE TO BE REJECTED. UNDERWRITERS OBLIGATION Allotment The company shall issue share allotment letters to all successful applicants within 6 (six) weeks from the date of the subscription closing date. At the same time, the unsuccessful applicants shall be refunded with the application money within 6 (six) weeks from the closing of the subscription date by Account Payee Cheque/credit to the applicants bank account without interest payable at Dhaka/Chittagong/Khulna/Rajshahi/Barisal/Sylhet, as the case may be. A compliance report shall be submitted with the Commission within 7(seven) weeks from the date of closure of subscription. Underwriting of shares Initial Public Offering (IPO) is for 1,000,000 ordinary shares of Taka 100 each amounting to Taka 100,000,000. As per SEC s guideline 50% of the said amount i.e. 500,000 ordinary shares of Tk.100 each amounting to Tk. 50,000,000 has been underwritten by the following institutions: Sl No. Name of address of underwriters Number of shares underwritten Amount(Tk) 1. Lanka Bangla Finance Limited 200,000 20,000, IDLC Finance Limited 150,000 10,500, Trust Bank Ltd. 150,000 10,500,000 Total 500,000 50,000,000 Principal terms and conditions of underwriting agreement 1. If and to the extend that the shares offered to the public by a Prospectus authorized hereunder shall not have been subscribed and paid for in cash in full by the closing date, the Company shall within 10 (ten) days of the closure of subscription call upon the underwriter in writing with a copy of said writing to the Securities and Exchange Commission, to subscribe for the shares not subscribed by the closing date and to pay for in cash in full for such unsubscribed shares in cash in full within 15(fifteen) days of the date of said notice and the said amount shall have to be credited into shares subscription account within the said period. 2. If payment is made by Cheque/Bank Draft by the underwriter it will be deemed that the underwriter has not fulfilled his obligation towards his underwriting commitment under the Agreement, until such time as the Cheque/Bank Draft has been encashed and the Company s account credited. 3. In any case within 7 (seven) days after the expiry of the aforesaid 15(fifteen) days, the Company shall send proof of subscription and payment by the underwriter to the Commission. 4. In the case of failure by the underwriter to pay for the shares under the terms mentioned above, the said Underwriter will not be eligible to underwrite any issue, until such time as he fulfils his underwriting commitment under the Agreement and also other penalties as may be determined by the Commission may be imposed on him. 5. In case of failure by any underwriter to pay for the shares within the stipulated time, the Company/ will be under no obligation to pay any underwriting commission under the Agreement. 6. In case of failure by the Company to call upon the underwriter for the aforementioned purpose within the stipulated time, the Company and its Directors shall individually and collectively be held responsible for the consequence and/or penalties as determined by the Securities and Exchange Commission under the law may be imposed on them. Underwriter s right to represent in the Board of Directors of the Company The Underwriters shall not have any right to have any representatives in the Company s Board of Directors

38 AUDITORS REPORT TO THE SHAREHOLDERS OF SUMMIT ALLIANCE PORT LIMITED (SAPL) We have audited the accompanying balance sheet of SUMMIT ALLIANCE PORT LIMITED, (SAPL) as of December 31, 2007 and the related operating profit & loss statement for the period from February 20, 2007 to December 31, 2007 along with cash flow statement and notes to the accounts thereon. The preparation of these financial statements is the responsibility of the Company s management. Our responsibility is to express an independent opinion on these financial statements based on our audit. SCOPE We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on test basis evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. OPINION In our opinion, the financial statements prepared in accordance with Bangladesh Accounting Standards (BAS) gives a true and fair view of the state of the Company s affairs as of December 31, 2007, the related operating profit & loss statement for the period from February 20, 2007 to December 31, 2007 and comply with the requirements of the schedule to the Securities and Exchange Rules, 1987, the Companies Act, 1994 and other relevant laws where applicable. We also report that: a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof; b) In our opinion, proper books of account as required by law have been kept by the company so far as it appeared from our examination of those books; c) The company s balance sheet and operating, profit & loss statement dealt with by the report are in agreement with the books of account. Sd/- BASU BANARJEE NATH & CO. Date CHARTERED ACCOUNTANTS 14 February

39 SUMMIT ALLIANCE PORT LIMITED,CHITTAGONG. BALANCE SHEET AS OF DECEMBER 31,2007. Note ASSETS : Non Current Asset : Property, Plant and Equipment Carrying Value ,665, ,081,778 Un Allocated Revenue expenditure - 56,376,704 Preliminary expenses 35,000 35, ,700, ,493,482 Current Assets Accounts Receivables 30 20,012,657 - Loans, Advances & Deposits 31 34,527,565 48,076,549 Cash & Cash Equivalents 32 1,997, ,582 56,537,695 48,219,131 TOTAL ASSETS TAKA: 644,238, ,712,613 SHAREHOLDERS EQUITY AND LIABILITIES: Shareholders Equity: Issued Share Capital ,000, ,000,000 Capital Reserve for Asset Valuation ,811,727 - Special Reserve for Tax-holiday 35 55,138,861 - Stock Dividend (Bonus Share) 80,000,000 Retained Earnings 2,708, ,658, ,000,000 Non-Current Liabilities Long Term Borrowings 36 52,555, ,725,689 Current Liabilities and Provisions: Short Term Borrowings - 8,455,925 Bank Overdraft 37 13,460,238 18,890,698 Accounts Payables 38 9,901,463 - Advance against Rental 39 5,000,000 8,000,000 Other Payables ,606 3,640,301 29,024,307 38,986,924 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY TAKA: 644,238, ,712,613 Dated - February 14, Sd/- MANAGING DIRECTOR. Sd/- DIRECTOR. Signed in terms of our annexed report of even date. Sd/- BASU BANERJEE NATH & CO. CHARTERED ACCOUNTANTS

40 SUMMIT ALLIANCE PORT LIMITED,CHITTAGONG. Operating Profit & Loss Statement and Appropriation Account For the period from February 20 to 31December, Note Nil Operation Revenue ,842,215 - Less: Operating expenses 42 72,150,092 - Less: Administrative expenses 43 2,241,012 - Less: Advertisement and Sales promotion expenses 350,000-74,741,104 Net Operating Profit 148,101,111 - Less Financial Cost 44 10,253,958 - Net Profit before Special Reserve 137,847,153 - Less Special Reserve for Tax-holiday (40%) 55,138,861 - Net Profit 82,708,292 - Less: Stock Dividend (Bonus Share) 80,000,000 - BALANCE TRANSFERRED TO BALANCE SHEET AS RETAINED EARNING TAKA: 2,708,292 Nil Sd/- MANAGING DIRECTOR. Sd/- DIRECTOR. Signed in terms of our annexed report of even date. Dated -February 14, Sd/- BASU BANERJEE NATH & CO. CHARTERED ACCOUNTANTS

41 SUMMIT ALLIANCE PORT LIMITED,CHITTAGONG. Statement of Cash Flow for the year ended December 31,2007 Particulars TAKA TAKA A.Cash Flow from Operating Activities Cash received from Customers and Others 202,829, Cash paid to Suppliers and Employees (50,705,812.00) - Cash generation from Operation 152,123, Financial Expenses 10,253, Net Cash generated from Operation 141,869, B.Cash Flow from Investing Activities Acquisition of Property (56,507,187.00) (27,695,302.00) Decreased in Loans, Advance & Deposits 13,548, ,899, Increased in Un-allocated Revenue Expenditure - (22,725,436.00) Net Cash used in Investing Activities (42,958,204.00) (18,520,998.00) C.Cash Flow from Financing Activities Decreased in Long term Borrowings (80,170,308.00) 16,059, Decreased in Short term Borrowings (8,455,925.00) - Decreased in Bank Overdraft Accounts (5,430,460.00) (5,404,575.00) Decreased in Advance against rental (3,000,000.00) 8,000, Net Cash generated from Financing Activities (97,056,693.00) 18,654, Total Increased in Cash and Cash Equivalent 1,854, , Cash and Cash Equivalent at the Beginning of the year 142, , Cash and Cash Equivalent at the End of the year 1,997, , Sd/- MANAGING DIRECTOR. Sd/- DIRECTOR. Dated - February 14, Signed in terms of our annexed report of even date. Sd/- BASU BANERJEE NATH & CO. CHARTERED ACCOUNTANTS

42 SUMMIT ALLIANCE PORT LIMITED,CHITTAGONG. STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31,2007. Particulars Share Capital Capital Reserve Tax-holiday Reserve Proposed Dividend Retained Earnings Total Opening Balance as at ,000, ,000,000 Net Profit after Tax holiday Reserve ,708,292 2,708,292 Stock Dividend (Bonus Share) ,000,000-80,000,000 Capital Reserve for Assets Valuation - 224,811, ,811,727 Special Reserve for Tax holiday ,138, ,138,861 - At the end of the year-2007 Taka: 200,000, ,811,727 55,138,861 80,000,000 2,708, ,658,

43 Reference No. BBNC/558/ Chittagong, February 14, NOTES TO THE ACCOUNTS For the period from February 20 to December 31, Accounting Convention and Basis: The financial statements have been prepared in accordance with Bangladesh Accounting Standards and the relevant requirements of the Schedule to the Securities & Exchange Rules, 1987 and of the Companies Act 1994 following the historical cost convention except certain operating Fixed Assets which were revalued in Date of Incorporation, Registered Office and Business Address: SUMMIT ALLIANCE PORT LIMITED, (SAPL) a Private Company limited by shares, was incorporated under the Companies Act (Act XVIII) of 1994 on December 06, 2003 vide registration No. C (1513)/2003 under Registrar of Joint Stock Companies and Firms, Dhaka showing registered office at Summit Centre, 18 Kawran Bazar Commercial Area, Dhaka The registered office of the company has been transferred at Katgor, North Patenga, Chittagong-4204 with effect from April 16, 2005 and thereafter all formalities regarding Companies Act, 1994 were complied with Office of the Assistant Registrar of Joint Stock Companies & Firms, Chittagong. Business address of the Company is at Katghar, North Patenga, Chittagong Nature of Business: The principal activity of the Company is to develop Off-Dock facilities to provide services as Inland Container Depot (ICD), as well as handling of import and export cargo. Commercial operation of the Off-Dock started from 20 th February 2007 after obtaining all necessary permissions from the Government/Concerned Authorities. 4. Statement in Compliance with Bangladesh Accounting Standards. The financial statements have been prepared in accordance with the applicable Bangladesh Accounting Standards (BAS) adopted by the Institute of Chartered Accountants of Bangladesh (ICAB) based on International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS). 5. Structure, Content and Presentation of Financial Statements The presentation of these financial statements is in accordance with the guidelines provided by BAS-1: Presentation of Financial Statements. 6. Comparative information and re-arrangement thereof: Comparative information has been disclosed in respect of the year 2006 for all numerical information in the financial statements and also the narrative and descriptive information where it is relevant for understanding of the current year s financial statements. Figures for the year 2006 have been re-arranged wherever considered necessary to ensure better comparability with the current year. 7. Reporting Period: The financial period of the company covers one calendar year from 1 st January to 31 st December consistently. 8. Approval of Financial Statement: The financial statements were approved by the Board of Directors on 14 th February Going Concern: The Company has adequate resources to continue its operation for the foreseeable future. For this reason the directors decided to adopt the going concern basis in preparing the Financial Statements

44 10. Cash Flow Statement: The Cash Flow Statement has been prepared in accordance with the requirement of BAS-7: Cash Flow Statement. The Cash generating from operating activities has been reported using the Direct Method as prescribed by the Securities and Exchange Rules 1987 and as the benchmark treatment of BAS 7 whereby major classes of gross cash receipts and gross cash payments from operating activities are disclosed. 11. Accrual Expenses and other Payables: Liabilities for the goods and services received have been accounted for. Payable are not interest bearing and are stated at their nominal value. 12. Transactions with related Parties There was no related party transaction during the year 2007 except proportionate allocation of salary and allowances of those employees of Ocean Containers Limited whose services are used for 13. Property, Plant & Equipment Properties, Plant & Equipment are state at cost or valuation less accumulated Depreciation. Maintenance and Normal repairs are expensed as incurred while major renewals and improvements are capitalized. 14. Depreciation: Depreciation is recognized in the Profit and Loss account on a reducing balance method over the estimated useful life of each Property, Plant and Equipment. Plant and Equipments are depreciated from the month on which the assets come into use or being capitalized. The rate of depreciation on Property, Plant and Equipment considering the useful life of assets are as follows: Land Development 10% (Pavement, Boundary Wall and Drain) Building 10% Prefabricated Steel Structure 10% Plant and Equipment 20% Furniture and Fixtures 15% Vehicles 20% Office Equipment 20% Depreciation on Furniture & Fixture and Office Equipment are charged under administrative expenses. 15. Lease Assets: All the lease transactions have been classified based on the extent to which risks and rewards incident to ownership of the assets lie with the lessor or lessee. According to this classification, all the lease transaction have been identified as finance lease as per International and Bangladesh Accounting Standards No- 17 Leases based on the substance of the transactions, not merely the legal form. 16. Trade Receivables: Trade receivables are recognized at cost which is the fair value of the consideration given for them. 17. Cash and Cash Equivalent: Cash and cash equivalents comprise of cash in hand and cash at bank which were held and available for use of the company without any restriction

45 18. Employees Retirement Scheme The Company contributes 10% of the Basic of each permanent employee towards Provident fund and one month s Basic per year of service for Gratuity. The company s Provident Fund and Gratuity Scheme are, however, under preparation and shall obtain recognition of the concerned regulatory authority in due course. 19. Taxation: No provision has been made for current income tax on the company s profit as the company s application for Tax holiday recognition as Physical Infrastructure Facility is under consideration of NBR. However, we have maintained tax holiday reserve as per section 46A of the Income Tax Ordinance, Revenue Recognition Policy: In compliance with the requirements of BAS 18: Revenue, revenue from customers against services is recognized when services are rendered. Revenue from services excludes VAT. 21. Finance Income Interest on Fixed Deposits is accounted for on maturity. 22. Earning per Share: Basic earning per share Basic earning per share is calculated by dividing the net profit or loss for the period attributable to ordinary shareholders by the number of ordinary shares outstanding during the period and this was Tk per share during the year under review. Diluted earning per share: Diluted earnings per share is calculated by dividing the net profit or loss for the period attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year after adjustment for the effects of all dilutive potential ordinary shares (Bonus Shares) and this amounts to Tk per share for the year. 23. Reporting Currency: The financial statements are prepared and presented in Bangladesh Currency (Taka) which is the company s functional currency. All financial information presented has been rounded off to the nearest taka. 24. Employees Engaged: The company employed total number of 121 employees including casual and temporary workers as required. All 80 permanent employees received total remuneration in excess of Tk.36,000 per annum. 25. Contingent liabilities: Excess Duty and VAT imposed by the Chittagong Custom Authority on import of pre fabricated steel structure remain disputed since April 25, 2006 = Tk.20, 67, Container Handling Capacity in TEUs Actual Capacity Empty Container 71,077 71,077 Export Container 7,000 7,000 Import Container 12,795 12,795 There was no unutilized capacity in the year Capital Expenditure Commitment: The followings were the capital expenditure commitment in 2007 implemented in a) Procurement of heavy equipment (Reach Stacker Funtuzzi) Tk.20,011,500/- b) Land = Tk.32, 314,300/

46 28. Post Closing Events; a) The Directors recommended 40% stock dividend (Bonus Share).The dividend proposal is subject to shareholders approval at the forthcoming annual general meeting. b) Except the fact stated above, no circumstances have arisen since the balance sheet date which would require adjustment to, or disclosure in, the financial statements or notes thereto. Note:29 Property, Plant and Equipments Tk.587,665,873 Particulars Land and Building and Plant and Furniture Vehicle Office Land Prefabricated and Development Steel Equipment Fixtures Equipment Total Cost: At ,786,705 6,639,246 6,145,530-12,465,928 44, ,081,778 Additions During the Year 90,606,702 1,366,817 18,827, ,690 1,013, , ,883,891 Additions due to revaluation 221,701,793 3,109, ,811,727 Leased Assets - 9,564,003 15,435, ,000,000 Cost at ,095,200 20,680,000 40,409, ,690 13,478, , ,777,396 Accumulated Depreciation: At Charged during the year 6,048,535 1,654,343 6,691,408 19,726 2,587, ,364 17,111,523 Depreciation at ,048,535 1,654,343 6,691,408 19,726 2,587, ,364 17,111,523 Net Book Value: TAKA: 523,046,665 19,025,657 33,718, ,964 10,891, , ,665,873 NB: i) No depreciation has been charged on revaluation amount of fixed assets. Addition includes amount of un-allocated revenue expenses up to January 31, 2007 as follows: Land and land development 54,422, Building &Pre-fabricated Steel Structure 1,136, Equipment 817, TAKA: 56,376, ii) Depreciation has been charged on fixed assets varying rates from 10% to 20% iii) Allocation of depreciation made: Operating Expenses 16,981,433 Administrative Expenses 130,090 TAKA: 17,111,

47 Note:30 Accounts Receivable-Tk.20,012,657 This amount represents dues from various clients against services rendered. Party wise break-up of the receivable is as under. Maersk (Bd.) Ltd. 1,819,000 APL Bangladesh Ltd. 5,672,107 AMMS International 7,054 Birds (Bd.) Agencies 640,099 Bangladesh Shipping Lines 266,065 Baridhi Shipping 354,540 BS Cargo Agencies 537,265 Becon Shipping 8,347 Bangladesh Shipping Agencies 12,520 Barship Co. 118,962 Colombia Enterprise 111,581 Continental Traders Bd. Ltd. 1,625,620 Cosco (Bd.) Ltd. 467,238 DNS International 89,108 Eastern Overseas Shipping Ltd. 460,415 EP Carriers Pte. Ltd. 1,043,591 Eastern Maritime Ltd. 86,750 Fair Max Shipping Agencies Ltd. 107,802 Freight Master 5,130 GP Shipping 13,495 Gold View 14,525 Intermodel (Pte.) Ltd. 438,900 Jardine Shipping Lines Ltd. 1,493,385 JBS Associates 33,072 KD Shipping Agencies 250,820 K-Line Bangladesh 90,945 Maritime Service Agencies 2,510 NMC BD. Ltd. 24,510 NYK Line (Bd.) Ltd. 298,530 Peninsular Shipping 73,940 PIL (Bd.) Ltd. 304,027 Prominent Maritimes Ltd. 19,022 Q.C. Shipping Ltd. 133,949 Regensea Lines 715,560 Safe Shipping 1,820 Saybolt 13,962 Sea Born (Pvt.) Ltd. 275,697 Sea Glory Shipping 81,570 Sea Star Shipping Ltd. 56,977 SW Shipping Ltd. 1,052,990 Spence Mac 275,077 The Orient Container Line 33,591 Titan Transportation 28,117 Total Transportation Ltd. 206,610 Wan Hain Line 20,935 Vega Marine Ltd. 19,470 Tejarat Shipping 6,905 Transliner Shipping 19,180 United Shipping 15,678 United Arab Shipping 3,570 Transmarine Log. 560,127 TAKA: 20,012,657 Receivables are unsecured but considered good.

48 Note:31 Loans, Advances and Deposits-Tk.34,527,565 This is unsecured, considered good and consists of as follows: Particulars Advance against Land Development 1,177,041 - Advance Income Tax Deducted at Source 983,487 - Advance against Pre-fabricated Steel Structure 7,200, ,400 VAT Current Account-3456/VAT/ ,357 - Advance against Land Purchase 22,303,115 45,150,000 Pre-paid Insurance 109, ,046 Security Deposit with T&T 144, ,000 Pre-paid Renewal of License 28,660 28,660 Margin against Bank Guarantee 2,067,382 2,067,382 Advance against Expenses - 13,061 TAKA: 34,527,565 48,076,549 Note:32 Cash and Cash Equivalents-Tk.1,997,473 This consists of as follows: Particulars Cash in hand 298,141 8,242 Cash at Bank: 1,699, ,340 TAKA: 1,997, ,582 Cash at Bank represents as under: 1. In Current Account with Standard Bank Limited, A/C Agrabad Branch, Chittagong. 699, In Fixed Deposits Receipts with Standard Bank Limited, A/C , Agrabad Branch, Chittagong. Date of Purchase and Date of Maturity 1,000, TAKA: 1,699,

49 Note:33 Share Capital: This represent: Authorised: 10,000,000 Ordinary Shares of Tk.100/- each 1,000,000,000 1,000,000,000 By passing special resolution in the Extra Ordinary General Meeting of the Shareholders of the company held on the Autorised Capital of the Company to Tk.1,000,000,000 divided into 10,000,000 Ordinary shares of Tk each from Tk.50,000,000/-.All legal formalities as per Companies Act 1994, were observed. Issued, Subscribed & Paid-up: ,000,000 Ordinary Shares of Tk.100 each fully paid-up in cash 200,000, ,000,000 As per letter of allotment dated the Board of Directors of the company allotted 995,000 ordinary shares of Tk each in cash and raised its paid up capital to Tk.100,000,000 from Tk.500,000. The company further, allotted 1,000,000 ordinary shares of Tk.100/- each in cash on Consent of the Securities and Exchange Commission, Dhaka was obtained vide their approval no. SEC/CI/CPLC (Pvt.) -37/05/622 dated Thus total paid up capital of the company stood at Tk.200,000,000 divided into 2,000,000 ordinary shares of Tk each fully paid-up in cash. a) There was no movement of issued share capital during the year b) Composition of Shareholdings: Name of Directors No. of Shares % No. of Shares % Mr.Muhammed Aziz Khan 10, , Mr.Syed Ali Jowher Rizvi Mrs.Anjuman Aziz Khan 150, , Summit Industrial and Mercantile Corp. Pvt Ltd. 150, , Cosmopolitan Traders Pvt. Ltd. 150, , Ms.Ayesha Aziz Khan 180, , Mrs.Sobera Ahmed Rizvi Mr.Syed Yasser Haider Rizvi Mr. Syed Nasser Haider Rizvi Alliance Holdingss Limited 998, , Ms.Adeeba Aziz Khan 180, Ms.Azeeza Aziz Khan 180, ,000, ,000,

50 Note:34 Capital Reserve for Assets Re-valuation-Tk.224,811,727 This consists of as follows: Particulars Assets value Revalued Addition due to Before Revaluation Amount Revaluation Land and Land Development 307,393, ,095, ,701,793 Building and Prefabricated Steel Structure 17,570,066 20,680,000 3,109,934 TAKA: 324,963, ,775, ,811,727 Addition due to revaluation on fixed assets has been transferred to Capital Reserve Account. Note:35 Special Reserve for Tax Holiday Tk.55,138,861 This has been provided as per provision of section 46A,sub-section 2 (C ) of The Income Tax Ordinance,1984 at 40% of Net Profit. The activities of the company falls under the category of Physical Infrastructure facilities and entitled to Tax holiday benefit for 4 years from the date of commencement of operation on 20 February The company originally submitted the application which was duly forwarded by Commissioner of Taxes, Companies Circle 05, Taxes Zone- 2, Chittagong to NBR but it was turned down. The company has however submitted review application before member, Taxation, NBR which is under consideration as per sub-section 2A, clause-4 of section 46A of Income Tax Ordinance Note:36 Long Term Borrowings-Tk.52,555,381 This consists of as follows: a)hsbc ,499,999 70,788,194 b)hsbc ,833,333 38,888,888 c) IIDFCL 19,222,049 23,048,607 TAKA: 52,555, ,725, (a) HSBC : Tk.12,499,999 This represents balance outstanding as on 31 December 2007 against Term Loan sanctioned by HSBC Dhaka branch in March 2005 for Tk. 150 million to pay off our overdraft facility earlier taken from Standard Bank Limited, Agrabad Branch, Chittagong for purchase of land and development of facilities as off-dock. The tenure of the loan is 3 years and payable in equal 36 monthly installments which was commenced from April 28, 2005.The loan bears interest at 2.10% p.a. below the Bank's Best Lending (BBL) rate subject to fluctuation at the bank's discretion. Currently the interest is charged at 13% per annum on daily product balance and payable quarterly in arrear. The loan is fully secured against lands and the structures built and the following documents were executed in favour of the bank:

51 i) Registered mortgage of 8 (eight) acres land to be purchased and infrastructure to be built threron valuing Tk.22 Crore ii) Registered irrevocable power of attorney along with Memorandum of deposit of title deed shall be executed by all the owners of the property in favour of the HSBC, Bangladesh. Enabling the Bank to sell the property without intervention of the court in case of failure to pay the Bank dues. iii) Assignment of bills receivable of M/S Summit Alliance Port Ltd., due from sundry parties executing irrevocable power of attorney to collect the bills under written confirmation of M/S Summit Alliance Port Ltd. to the effect that bills will be paid in favour of HSBC, Bangladesh iv) First charge shall be created on fixed and floating assets (both on existing and future) of the company with RJSC. v) Personal Guarantee of all the Directors of the company in their personal/individual and official capacity. vi) Personal Guarantee from the mortgagor(s). 36 (b) HSBC-A/c No :Tk.20,833,333 This is the balance due against the second term loan of Tk.50 million received in March 2006 on the same terms and securities as that of loan under 36 (a) above. The repayment has been started from April 10,2006. Note:37 Bank Overdraft-Tk.13,460,238 The company enjoys an overdraft facility with the limit of Tk.15 million from HSBC, Bangladesh. This is a secured overdraft against securities as given for Term Loan detailed in Note 36 and bears interest at 2.10% per annum below the Bank's Best Lending (BBL) rate subject to fluctuation at Bank's discretion. Currently the interest is charged at 13% per annum on daily product balance and interest is payable quarterly in arrear. Note:38 Accounts Payable-Tk.9,901,463 This represents bills outstanding on account of transportation service and labour supply. The company enjoys 30 days credit facility service from the date of submission of bill. Note:39 Advance against rental-tk.5,000,000 This amount was received from APL Logistics as advance against service. The advance has since been paid during February,

52 Note:40 Other Payable-Tk.662,606 This consists of: Salary and Allowance Payable 79,487 - Bonus Payable 14,000 - Expenses payable 24,776 3,546,877 Security Charges Payable 470,573 93,424 Payable for Repairing bill 73,770 - TAKA: 662,606 3,640,301 Note:41 Revenue-Tk. 222,842,215 Particulars 2007 Import Cargo Handling 49,663,636 Transportation-Import 1,526,679 Import Container Ground Rent 41,428,997 Lift on Off-Import 9,772,850 Movement for Import 7,013,862 Without Movement-Import 317,600 Survey Charges 600,200 Empty Container Ground Rent 28,927,510 Empty Container Transportation 25,879,305 Empty Container Lift on off 10,048,900 Empty Container Documentation 9,234,767 Container Stuffing Charges 29,902,118 Labour Charges 2,969,420 Stand-by-labour Charges 2,373,992 Shut-out charges 7,360 Prime Mover Rent 1,964,000 Trailer Rent 1,206,000 Interest on STD 5,019 TAKA: 222,842,215 Note:42 Operating Expenses Tk. 72,150,092 Particulars 2007 Transportation 27,616,040 Labour Bill 8,966,129 Salary and Allowances 1,272,573 Security Charges 1,888,544 Electricity and Water Bill 406,244 Performance Incentive 8,000 Bonus Allowance 14,000 C&F Charges-Empty 344,700 Fuel Expenses 5,136,183 Repair & Maintenance including yard 1,637,408 Maintenance of Electric Works 1,127,464 Custom Documentation 322,968 Insurance Premium 333,069 Renewal Fee 68,210 Pre-operating Exp.(Lease Rent) 2,724,376 Lease Rent 3,302,752 Depreciation 16,981,433 TAKA: 72,150,

53 Note:43 Administrative Expenses Tk. 2,241,012 Particulars 2007 Customs Overhead 413,000 Board Meeting Expenses 92,500 Conveyance 142,432 Communication Expenses 29,850 Telephone 93,146 Entertainment 323,921 Audit and Professional Fee 119,785 Donation 6,150 Postage & Courier 360 Printing & Stationery 276,121 Bank Charges 161,897 Medical Expenses 345 Newspaper and periodicals 2,774 Legal Expenses 302,900 Rent, Revenue & Taxes 145,741 Depreciation 130,090 TAKA: 2,241,012 Note:44 Financial Expenses-Tk.10,253,958 This represents interest charged during the year on bank loans, overdraft and other facilities obtained from different financial institutions. Sd/- MANAGING DIRECTOR. Sd/- DIRECTOR

54 SUMMIT ALLIANCE PORT LIMITED, CHITTAGONG. Statement of Financial Highlights For the year ended December 31, Assets Employed: Property, Plant and Equipment 587,665, ,081,778 Un-Allocated Revenue Expenditure - 56,376,704 Preliminary Expenses 35,000 35,000 Net Current Assets 27,513,388 9,232,207 Total Assets Employed TAKA: 615,214, ,725,689 Financed By: Ordinary Shares 200,000, ,000,000 Reserve and Surplus 362,658,880 - Shareholders Equity 562,658, ,000,000 Long Term Borrowings 52,555, ,725,689 Total Capital Employed TAKA: 615,214, ,725,689 Turnover and Profit Net Revenue 222,842,215 - Operating Profit 137,847,153 - Net Profit 82,708,292 - Ratios: Earnings per share (EPS) in Tk Dividend per share (DPS) in Tk Current Ratio-Times Return on Total Assets (%) Net Assets Value per share Dividend payout-% Return on Equity-% Sd/- MANAGING DIRECTOR. Sd/- DIRECTOR Signed in terms of our annexed report of even date. Dated - February 14, Sd/- BASU BANERJEE NATH & CO. CHARTERED ACCOUNTANTS

55 Selected Ratios 1. Liquidity Ratios Year 2007 Year 2006 Year 2005 Year 2004 (i) Current Ratio (ii) Quick ratio (iii) Times Interest Earned Ratio N/A N/A N/A (iv) Debt to Equity Ratio Operating Ratio (i) Accounts Receivable Earned Ratio N/A N/A N/A (ii) Inventory Turnover Ratio N/A N/A N/A N/A (iii) Asset Turnover Ratio 0.35 N/A N/A N/A 3. Profitability Ratio (i) Gross Margin Ratio N/A N/A N/A N/A (ii) Operating Income Ratio 0.66 N/A N/A N/A (iii) Net Income Ratio 0.37 N/A N/A N/A (iv) Return on Assets Ratio N/A N/A N/A (v) Return on Equity Ratio N/A N/A N/A (vi) Earnings Per Share Ratio (EPS) N/A N/A N/A

56 Additional disclosures as required by Securities and Exchange Commission in the process of approval of prospectus for public issue of shares of Further to our report dated February 14, 2008 on the financial statements of Summit Alliance port Limited (hereinafter referred to as the company) for the year ended December 31,2007 and as desired by you, in response to certain queries raised by Securities and Exchange Commission, we confirm having examined the relevant information, figures and facts and give our report as follows: Auditors' Report: After clause (c) of the Auditors' Report to Shareholders new clause (d) to be inserted as under: "d) The expenditure incurred was for the purposes of the company s business." Operating Profit & Loss Statement and Appropriation Account: At the bottom New line to be inserted as follows: EARNING PER SHARE (EPS): i) Basic earning per share Note-22 Tk Calculation: (Net Profit/ No.of Shares) = (Tk.82,708,292/2,800,000) = Tk Notes to the Accounts: Following amendments are made in the notes to the accounts: Cash Flow: Note- 10 Due to proper presentation of Cash Flow Statement in direct method to be inserted in the following manner in place of the existing Cash Flow. Particulars TAKA TAKA A.Cash Flow from Operating Activities Cash received from Customers and Others 202,829, Cash paid to Suppliers and Employees (37,156,829.00) 31,899, Cash generation from Operation 165,672, ,899, Interest Paid 10,253, Net Cash generated from Operation 155,418, ,899, B.Cash Flow from Investing Activities SUMMIT ALLIANCE PORT LIMITED,CHITTAGONG. Direct method cash flow statement--bas-7, Paragraph 18(a) for the year ended December 31,2007. Acquisition of Property (56,507,187.00) (27,695,302.00) Un-allocated Revenue Expenditure - (22,725,436.00) Net Cash used in Investing Activities (56,507,187.00) (50,420,738.00) C.Cash Flow from Financing Activities Payment of Long term Borrowings (80,170,308.00) 16,059, Payment of Short term Borrowings (11,455,925.00) 8,000, Bank Overdraft (5,430,460.00) ( 5,404,575.00) Net Cash generated from Financing Activities (97,056,693.00) 18,654, Net Increase in Cash and Cash Equivalents 1,854, , Cash and Cash Equivalents at Beginning of the year 142, , Cash and Cash Equivalents at End of the year 1,997, , Note-12- Transaction with related parties: Existing note to be replaced by the new note as under: There was no related party transaction as per BAS-24 during the period ended 2007, except lump sum allowance for those employees of Ocean Containers Limited whose services are used for Summit Alliance Port Limited for Tk.573,200/

57 Note-13 Property, Plant and Equipment: Existing note to be replaced by the new note as under: Properties, Plant & Equipment are stated at cost or valuation less accumulated depreciation. Maintenance and normal repairs are expensed as incurred while major renewals and improvements are capitalized. Revaluation of (i) Land and Land Development and (ii) Building and Prefabricated Steel were done by M/s Shafiq Basak & Co., Chartered Accountants with the following factors as per BAS-16: a) Basis of revalue of the assets is fair value and reasonable under the prevailing circumstances. b) The effective date of revaluation is December 31, c) There was an independent valuer involved d) No indices used to determine replacement cost e) The carrying amount of Land and Land Development and Building and Prefabricated Steel have been followed benchmark treatment of BAS-16 (Paragraph-28). f) Revaluation surplus has been shown under Capital Reserve for Assets Valuation. Note-17- Cash and Cash Equivalent: New sentence to be inserted after the existing note as under: "This excludes Bank Overdraft obtained from HSBC shown under note-37 since the overdraft is related with Term Loan facilities and utilized for the purpose of Capital expenditure." Note-22-Earning Per Share Basic earning per share In the last line Tk to be inserted in place of Tk Diluted earning per share: Entire paragraph to be deleted. Note-26-Container Handling Capacity in TEUs Due to wrong data capacity to be deleted and be inserted as follows: Capacity Empty Container 4,000 (At any time) Export Container 12,000 Import Container 24,000 Note-29-Property, Plant and Equipments New explanations (iv) and (v) to be inserted in the following manner: (iv)difference in un-allocated revenue expenditure shown as comparative figure of 2006 and the amount shown in last year audit report was due to introduction of Accounting for lease assets under finance lease in conformity to IAS-17 which was earlier taken under operating lease. (v) Un-allocated revenue expenditures were capitalized in compliance to BAS-16 (paragraph -15) and BAS-38 (paragraph - 54). Note-43-Administrative Expenses: In the details of administrative expenses, Directors fee to be inserted in place of Board Meeting Expenses. New note 45 to be inserted in the following manner: Note-45-Directors Remuneration: The Company did not pay any remuneration except Tk.92, 500/- as Directors fee To the Managing Director and Directors of the Company during the period under audit. After due verification, we confirm that the above facts and figures, being an integral part to the financial statements, are in agreement with books of accounts, documents and records maintained by Summit Alliance Port Ltd. and produced to us during the course of our verification carried out subsequently. Dated: May 06, 2008 Yours faithfully Sd/- BASU BANERJEE NATH & CO. CHARTERED ACCOUNTANTS

58 SUMMIT ALLIANCE PORT LIMITED (SAPL) Comparative balance sheet, income statement, statement of changes in equity, cash flow statement, statement of financial highlights for the immediate Preceeding four accounting years: As per section 135(1) of para 24(1) of Part-II of schedule III of Companies Act 1994, Summit Alliance Port Limited has prepared the following statement of assets and liabilities, statement of income, statement of Changes in Equity, statement of cash flow and statement of financial highlights for the years ended 31st December, , 2005 and for the period from to and which were submitted to us. Our responsibility is to review the audited financial statements and confirm that related information have been correctly extracted from the relevant financial statements. We have reviewed the relevant audited financial statements and confirm that the following information have been correctly extracted from those audited financial statements: A. The Statement of assets and liabilities of the Company are as under:- Particulars Taka Taka Taka to Taka ASSETS: Non Current Assets: Property, Plant and Equipment Carrying Value 587,665, ,081, ,969, ,364,604 Un - Allocated Revenue expenses 56,376,704 27,577,565 13,240,744 Preliminary expenses 35,000 35,000 35,000 35, ,700, ,493, ,581, ,640,348 Current Assets: Accounts Receivables 20,012, Loans,Advances & Deposits 34,527,565 48,076,549 19,976,288 17,270,510 Inter Company Transaction ,000,000 - Stock & Stores 1,417,126 Cash & Cash Equivalents 1,997, ,582 9,133 22,876 56,537,695 48,219,131 81,402,547 17,293,386 TOTAL ASSETS 644,238, ,712, ,984, ,933,734 SHAREHOLDERS EQUITY AND LIABILITIES Shareholders equity Issued Share Capital 200,000, ,000, ,000, ,000 Capital Reserve for Asset Valuation 224,811, Special Reserve for Taxholiday 55,138, Proposed Dividend ( 15% ) 80,000, Retained Earnings 2,708, ,658, ,000, ,000, ,000 Non-Current Liabilities Long Term Liabilities 52,555, ,725, ,666,667 - Current Liabilities and Provisions 29,024,307 38,986,924 15,317, ,433,734 Short Term Borrowings - 8,455, Accounts Payable 9,901, Bank Overdraft 13,460,238 18,890,698 15,291, ,420,717 Advance Rental 5,000,000 8,000, Others Payable 662,606 3,640,301 26,610 13,017 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 644,238, ,712, ,984, ,933,734 Dated: April 19, Sd/- BASU BANERJEE NATH & CO. CHARTERED ACCOUNTANTS

59 B. The Statement of Operating result of the Company are as follows:- Particulars 2007 Taka 2006 Nil Operation 2005 Nil Operation to Nil Operation Revenue 222,842, Less:Operating expenses 72,150, Less: Administrative expenses 2,241, Less:Advertisement and Sales promotion expenses 350, ,741, Net Operating Profit 148,101, Less Financial Cost 10,253, Net Profit before Special Reserve 137,847, Less Special Reserve for Tax-holiday (40%) 55,138, Net Profit 82,708, Less: Stock Dividend (Bonus Share) 80,000, BALANCE TRANSFERRED TO BALANCE SHEET AS RETAINED EARNING 2,708,292 Nil Nil Nil Dated: April 19, Sd/- BASU BANERJEE NATH & CO. CHARTERED ACCOUNTANTS

60 C. Statement of Changes in Equity for the period from to , for the year ended December 31, 2005, 2006 and 2007: Year Particulars Share Capital Capital Reserve Tax-holiday Reserve Proposed Dividend Retained Earnings Total Opening Balance as at ,000, ,000,000 Net Profit after Tax-holiday Reserve ,708,292 2,708,292 Stock Dividend (Bonus Share) ,000,000-80,000, Capital Reserve for Assets Valuation - 224,811, ,811,727 Special Reserve for Tax-holiday ,138, ,138,861 At the end of the year-2007 Taka: 200,000, ,811,727 55,138,861 80,000,000 2,708, ,658,880 - Year Particulars Share Capital Capital Reserve Tax-holiday Reserve Proposed Dividend Retained Earnings Total Opening Balance as at ,000, ,000,000 Net Profit after Tax-holiday Reserve Stock Dividend (Bonus Share) Capital Reserve for Assets Valuation Special Reserve for Tax-holiday At the end of the year-2006 Taka: 200,000, ,000,000 Year Particulars Share Capital Capital Reserve Tax-holiday Reserve Proposed Dividend Retained Earnings Total Opening Balance as at , ,000 Share Money Received 199,500, ,500, Stock Dividend (Bonus Share) Capital Reserve for Assets Valuation Special Reserve for Taxholiday At the end of the year-2005 Taka: 200,000, ,000,000 Year Particulars Share Capital Capital Reserve to Taxholiday Reserve Proposed Dividend Retained Earnings Share Money Received 500, ,000 Net Profit after Taxholiday Reserve Stock Dividend (Bonus Share) Capital Reserve for Assets Valuation Special Reserve for Taxholiday At the end of the year-2004 Taka: 500, ,000 Total - Dated: April 19, Sd/- BASU BANERJEE NATH & CO. CHARTERED ACCOUNTANTS

61 D. The Statement of Cash flow of the company for the year ended December 31, 2007 and for the December 31, 2006, 2005 and for the period from to Particulars Taka Taka Taka to Taka A.Cash Flow from Operating Activities Cash received from Customers and Others 202,829, Cash paid to Suppliers and Employees (50,705,812) Cash generation from Operation 152,123, Financial Expenses 10,253, Net Cash generated from Operation 141,869, B.Cash Flow from Investing Activities Acquisition of Property (56,507,187) (27,695,302) (127,604,746) (110,364,604) Decreased / (Increased) in Loans, Advance & 13,548,983 31,899,740 (49,109,311) (17,270,510) Deposits Increased in Un-allocated Revenue Expenditure - (22,725,436) (14,336,821) (13,240,744) Preliminary Expenses (35,000) Net Cash used in Investing Activities (42,958,204) (18,520,998) (191,050,878) (140,910,858) C.Cash Flow from Financing Activities Share Money Received ,500, ,000 Increased / (Decreased) in Long term Borrowings (80,170,308) 16,059, ,666,667 - Increased / (Decreased) in Short term Borrowings (8,455,925) ,017 Increased / (Decreased) in Bank Overdraft Accounts (5,430,460) (5,404,575) (125,129,533) 140,420,717 Increased / (Decreased) in Advance against rental (3,000,000) 8,000,000 Net Cash generated from Financing Activities (97,056,693) 18,654, ,037, ,933,734 Total Decreased / increased in Cash and Cash Equivalent Cash and Cash Equivalent at the Beginning of the year 1,854, ,450 (13,744) 22, ,582 9,132 22,876 - Cash and Cash Equivalent at the End of the year 1,997, ,582 9,132 22,876 Dated: April 19, Sd/- BASU BANERJEE NATH & CO. CHARTERED ACCOUNTANTS

62 E. The Statement of Financial Highlights of the company for the year ended December 31, 2007 and for the December 31, 2006, 2005 and for the period from to Particulars Taka Taka Taka to Taka Assets Employed: Property,Plant and 587,665, ,081, ,969, ,364,604 Equipment Un-Allocated Revenue Expenditure - 56,376,704 27,577,565 13,240,744 Preliminary Expenses 35,000 35,000 35,000 35,000 Net Current Assets 27,513,388 9,232,207 66,084,752 (123,140,348) Total Assets Employed TAKA: 615,214, ,725, ,666, ,000 Financed By: Ordinary Shares 200,000, ,000, ,000, ,000 Reserve and Surplus 362,658, Shareholders Equity 562,658, ,000, ,000, ,000 Long Term Borrowings 52,555, ,725, ,666,667 - Total Capital Employed TAKA: 615,214, ,725, ,666, ,000 Turnover and Profit Net Revenue 222,842, Operating Profit 137,847, Net Profit 82,708, Ratios: Earnings per share (EPS) in * Tk. Dividend per share (DPS) in Tk. Current Ratio-Times Return on Total Assets (%) Net Assets Value per share ** Dividend payout-% Return on Equity-% Sd/- BASU BANERJEE NATH & CO. CHARTERED ACCOUNTANTS * The auditor has certified on 06 May 2008 that Basic EPS for 2007 will be Tk in place of aforesaid Tk In this regard additional disclosure of the prospectus may be seen. ** Differs with NAV shown under "determination of offering price" due to inclusion of Stock Dividend for Net Asset calculation by the auditor

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