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ADVICE FOR GENERAL PUBLIC

THE INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS PROSPECTUS,
ESPECIALLY THE RISK FACTORS GIVEN AT PARAGRAPH 5.6, BEFORE MAKING ANY INVESTMENT DECISION.

PLEASE NOTE THAT AS PER REGULATION 4(X) OF THE BOOK BUILDING REGULATIONS, 2015, A SUPPLEMENT TO THE PROSPECTUS
SHALL BE PUBLISHED WITHIN FIVE DAYS OF THE CLOSING OF THE BIDDING PERIOD WHICH SHALL CONTAIN INFORMATION
RELATING TO THE FLOOR PRICE, STRIKE PRICE, THE OFFER PRICE, NAMES OF THE UNDERWRITERS OF THE RETAIL PORTION OF THE
ISSUE, UNDERWRITING COMMISSION, CATEGORY WISE BREAKUP OF THE SUCCESSFUL BIDDERS ALONG WITH NUMBER OF SHARES
PROVISIONALLY ALLOCATED TO THEM AND SUCH OTHER INFORMATION AS MAY BE REQUIRED BY THE COMMISSION.

SUBMISSION OF FALSE AND FICTITIOUS APPLICATIONS ARE PROHIBITED AND SUCH APPLICATIONS MONEY MAY BE
FOREFIETED UNDER SECTION 87(8) OF THE SECURITIES ACT, 2015.

ADVICE FOR ELIGIBLE INVESTORS

UNDER REGULATION 10(i)(v) OF THE BOOK BUILDING REGULATIONSA SINGLE ELIGIBLE INVESTOR SHALL NOT SUBMIT MORE THAN
ONE BIDDING APPLICATION EXCEPT IN THE CASE OF REVISION OF BID. IF AN ELIGIBLE INVESTOR SUBMITS MORE THAN ONE
BIDDING APPLICATION THEN ALL SUCH APPLICATIONS SHALL BE SUBJECT TO REJECTION.

SUBMISSION OF CONSOLIDATED BIDS ARE PROHIBITED UNDER REGULATION 10 OF THE BOOK BUILDING REGULATIONS 2015.
VIOLATION OF WHICH MAY ATTRACT PENALTY UP TO RUPEES 10 MILLION UNDER REGULATION 27 THEREOF. A BID
APPLICATION WHICH IS BENEFICIALLY OWNED (FULLY OR PARTIALLY) BY PERSONS OTHER THAN THE ONE NAMED
THEREIN SHALL BE DEEMED TO BE A CONSOLIDATED BID.

Hi-Tech Lubricants Limited


PROSPECTUS
For Issue of 29,001,000 Ordinary Shares (25.0% of Total Post IPO Paid Up Capital) of the Face Value of PKR 10/- each.
Book Building Portion of the Issue comprises of 21,750,500 Ordinary Shares (75% of the Total Issue Size) at a Floor Price of PKR
37.0/- per share including premium of PKR 27.0/-per share
Justification for the premium is given in Paragraph 3.24
General Public Portion of the Issue comprises of 7,250,500 Ordinary Shares (25% of the Total Issue Size) at the Issue Price
REGISTERATION OF ELIGIBLE INVESTORS: The registration of Eligible Investors will commence at 9.00am on December
31, 2015 and will close at 3.00 pm on January 07, 2016
BIDDING PERIOD DATES: From January 06, 2016 TO January 07, 2016
FROM: 9:00 A.M. TO 5:00 P.M.
DATE OF PUBLIC SUBSCRIPTION: From January 25, 2016 to January 27, 2016 (BOTH DAYS INCLUSIVE)
DURING BANKING HOURS
Lead Manager, Arranger & Book Runner

BANKERS TO ISSUE
Bank Al Habib Limited Bank of Punjab Habib Metropolitan Bank Meezan Bank Limited Summit Bank Limited*
Bank Alfalah Limited Habib Bank Limited MCB Bank Limited Samba Bank Limited United Bank Limited*
*In order to facilitate investors, United Bank Limited & Summit Bank Limited are providing the facility of electronic submission of
application (eIPO) to its account holders. United Bank Limited account holders can use United Bank Limited Net Banking to submit their
application via link http://www.ubldirect.com/corporate/ebank and Summit Bank Limited account holders can use Summit Bank Limited
Net Banking to submit their application via link https://ib.summitbank.com.pk .Further, please note that online applications can be
submitted 24 hours a day during the subscription period which will close at midnight on January 27, 2016.

Book Building Portion Underwritten by:


For investor education, please visit www.jamapunji.com.pk, Jama Punji is an
investor education initiative of the Securities & Exchange Commission of Pakistan.

Date of Publication of this Prospectus: December 28, 2015


Prospectus and Subscription Form can be downloaded from the following websites
http://www.hitechlubricants.com and http://www.arifhabibltd.com.
For further queries you may contact:
Hi-Tech Lubricants Limited- Mr. Sheikh Imran; P: +92 (42) 36311881-3; E: simran@masgroup.org
Arif Habib Limited - Mr. Syed Saquib Ali & Mr. Abdul Qadir; P: +92 (21) 32465891; E: saquib.ali@arifhabibltd.com & abdul.qadir@arifhabibltd.com
Note: This Supplement shall be published within 5 working days of the close of Bidding
Period in at least all those newspapers in which the Prospectus of Hi-Tech Lubricants
Limited is published.

SUPPLEMENT TO THE PROSPECTUS

This Supplement is being published pursuant to regulation 4(x) of the Book Building Regulations, 2015.
The Prospectus of Hi-Tech Lubricants Limited earlier published on December 28, 2015.

Hi-Tech Lubricants Limited


FLOOR PRICE
STRIKE PRICE
ISSUE PRICE

Underwriters to the retail portion of the Issue

Date of
Date of
Names of No. of shares Amount Due
S.no. Underwriting
Underwriter Underwritten (PKR) Diligence
Agreement
Report
(i)
(ii)
(iii)
TOTAL

Underwriting Commission (in % age):


Take up Commission (in % age), if any:
Interest of Underwriters, in the Issue and the Issuer other than their role as Underwriters: The Underwriter
is deemed to be interested to the extent of underwriting & take-up commission payable to it by the Issuer
for the amount underwritten. The Underwriter has no other interest in any property or profits of the
Company
Category wise Breakup of Successful Bidders

S.No. Category No. of shares provisionally allocated


1 Commercial Banks
2 Individual Investors
3 Institutional Investors
- Investment Banks
- Mutual Funds
- Provident/Pension Funds
- Modarabas
- Leasing Companies
- DFIs
- Others
4 TREC Holders
5 Foreign Investors
TOTAL

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GLOSSARY

AHL Arif Habib Limited


API American Petroleum Institute
API SN American Petroleum Institute Engine oil classification
ATF Automatic Transmission Fuel
B2B Business to business
B2C Business to Consumer
BR Book Runner
CAGR Compound Annual Growth rate
CDCPL The Central Depository Company of Pakistan Limited
CDS Central Depository System
CGT Capital Gain Tax
CNIC Computerized National Identity Card
COI Certificate of Investment
COLLECTION BANK Summit Bank Limited
CRO Companies Registration Office
CVT Capital Value Tax
DPF Diesel Particulate Filter
EBITDA Earnings Before Interest, Tax, Depreciation & Amortization
EDAS Engineering Design Analysis Services (Pvt) Limited
EPS Earnings Per Share
EXCHANGES Karachi Stock Exchange Limited and Lahore Stock Exchange Limited
FMCGs Fast moving consumer goods
FPI Foreign Portfolio Investment
FTR Final Tax Regime
GDP Gross Domestic Product
GOP Government of Pakistan
HDPE High Density Poly Ethylene
International Lubricant Standardization and Approval Committee
ILSAC GF-5
Standard
IPO Initial Public Offering
ISSUER/
Hi-Tech Lubricants Limited
COMPANY/HTLL
ITO Income Tax Ordinance, 2001
KL Kilo Liters
KPIs Key performance Indicators

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KSE Karachi Stock Exchange Limited
KST Khyber Pakhtunkhwa Sales Tax
LC Letter of Credit
LM Lead Manager
LSE Lahore Stock Exchange Limited
MN Million
MT Metric Tons
NICOP National Identity Card for Overseas Pakistanis
NLGI National Lubricating grease institute
NTR Normal Tax Regime
ODI Oil drain interval
OEM Original Equipment Manufacturers
ORDINANCE The Companies Ordinance, 1984
PCMO Passenger Car Motor Oil
PFBA Pakistan France Business Alliance
PKR Pakistan Rupee (s)
PLC Programmable logic controller
PST Punjab Sales Tax
QMS Quality Management system
ROA Return on Assets
ROE Return on Equity
SAE Society of Automotive Engineers
SCRA Special Convertible Rupee Accounts
SECP / Commission Securities and Exchange Commission of Pakistan
SHT Sabra Hamida Trust
SKUs Stock keeping units
SST Sindh Sales Tax
TREC Trading Right Entitlement Certificate
USD United State Dollars
VHVI TECH Very high viscosity Index Technology
WHT Withholding Tax
YUBASE Group III base oil with a viscosity of 120 or higher

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DEFINITIONS

Act Securities Act, 2015


Application Money In case of bidding for shares out of the Book Building portion, the
total amount of money payable by a successful Bidder which is
equivalent to the product of the Strike Price and the number of shares
to be allotted.
AND

In case of application for subscription of shares out of the general


public portion, the amount of money paid along with application for
subscription of shares which is equivalent to the product of the Issue
Price per share and the number of shares applied for.
Banker to the Book Building Summit Bank Limited.
Bid An indication to make an offer during the Bidding Period by a Bidder
to subscribe to the Ordinary Shares of Hi-Tech Lubricants Limited
at a price at or above the floor price, including all the revisions
thereto. An Eligible Investor shall not make a bid with price
variation of more than 20% of the prevailing indicative strike
price.
Bid Amount The total amount of the Bid which is equivalent to the product of the
Bid Price and the number of shares bid for.
Bid Collection Centre Designated offices of the Book Runner, specified branches of any of
the scheduled bank and offices of any other institution specified by
the Commission where bids are received and processed. For this
Issue, addresses of the Bid Collection Centers are provided at
paragraph 2.4.
Bid Price The price at which bid is made for a specified number of shares
Bid Revision The Eligible Investors can revise their bids upward and downward
but not below the Floor Price. The bids can be revised with a price
variation of not more than 20% from the prevailing indicative Strike
Price in compliance with Regulation 10(1)(iii) of the Book Building
Regulations, 2015
Bidder An Eligible Investors who make bids for shares in the Book Building
process
Bidding Form The form prepared by the Issuer for the purpose of making bids in
accordance with the format specified by the Commission and in line
with the Regulation 20(1)(ix) of the Regulations.
Bidding Period The period during which bids for subscription of shares are received
from Eligible Investors. The Bidding Period shall be of two days,
from January 06, 2016 to January 07, 2016 (both days inclusive
(daily from 9:00 a.m. to 5:00 p.m.).
Book Building A process undertaken to elicit demand for shares offered for issuance
of shares through which bids are collected from the Bidders and a
book is built which depicts demand for the shares at different price
levels

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Book Building Account An account opened by the Issuer with the Collection Bank(s). The
Bidder will pay the Margin Money/Bid Amount through demand
draft, pay order or online transfer in favor of this account as per the
instructions given in para 2.11and the balance of the Application
Money, if any, shall be paid through this account after successful
allocation of shares under Book Building.
Book Building Portion The part of the total Issue allocated for subscription through the
Book Building
Book Runner Arif Habib Limited.
Commission Securities & Exchange Commission of Pakistan
Company / Issuer Hi-Tech Lubricants Limited.
Company Legal Advisor Lashari Law Associate.
Designated Institution Karachi Stock Exchange Limited will act as the Designated
Institution for this issue and shall provide the System for conducting
Book Building
Dutch Auction Method The method through which Strike Price is determined by arranging
all the Bid Price in descending order along with the number of shares
and the cumulative number of shares bid for at each Bid Price. The
Strike Price is determined by lowering the Bid Price to the extent
that the total number of shares the Issuer intends to issue under the
Book Building Portion are subscribed
e-IPO facility e-IPO is the facility through which investors can make application
for subscription of shares of the company through internet.in order
to facilitate the investors, the issuer has arranged provision of this
facility through United Bank Limited & Summit Bank Limited who
are among the Banker to the Issue.

UBLs account holders can use UBLs Net Banking to submit their
application via link http://www.ubldirect.com/corporate/ebank.

Summit Bank account holders can use Summit Banks Net Banking
to submit their application via link https://ib.summitbank.com.pk

Account holders of United Bank Limited & Summit Bank Limited


can submit their application through the above mentioned link 24
hours a day during the subscription period which will close at
midnight on January 27, 2016.
Eligible Investor An Individual and Institutional Investor whose Bid Amount is not
less than the minimum bid size of PKR 1,000,000 (One Million
Rupees only).
Floor Price The minimum price set by the Issuer for the issuance of shares which
is PKR 37.00/- per share. A bid placed below the Floor Price will not
be entertained by the book runner.
General Public All Individual and Institutional Investors including both Pakistani
(residents & non-residents) and foreign investors.
Institutional Investors Institutional investors means any of the following entities:

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(i) A Banking company as defined in the Banking Companies
Ordinance, 1962
(ii) A Financial Institution as referred to in Section 3A of the
Banking Companies Ordinance, 1962
(iii) An Investment Finance Company as defined in the Non-
Banking Companies (Establishment and Regulation) Rules,
2003
(iv) A Company as referred to in Section 503 of the Ordinance
(v) A registered broker
(vi) The Fund established under the Collective Investment Scheme
under the Non- Banking Companies ( Established and
Regulation) Rules, 2003
(vii) A Trust established by a deed under the provisions of the Trust
Act, 1882
Issue Initial Public Offer of 29,001,000 Ordinary Shares representing
25.0% of Total Post IPO Paid Up Capital having a face value of Face
Value of PKR 10.00/- each.

Book Building Portion of the Issue comprises of 21,750,500


Ordinary Shares (75% of the Total Issue) at a floor price of PKR
37.00/- per share (including a premium of PKR 27.00/- per share)

General Public Portion of the Issue comprises of 7,250,500 Ordinary


Shares (25% of the Total Issue) at the Issue Price.
Issue Price The price at which Ordinary Shares of the Company are issued to the
General Public. The Issue Price is at or below the Strike Price.
Key Employees Chief Executive Officer, Director, Chief Financial Officer and Chief
Operating Officer of the Hi Tech Lubricants
Lead Manager and Arranger Arif Habib Limited.
Limit Bid The Bid for a specified number of shares at the Limit Price.
Limit Price The maximum price a prospective Bidder is willing to pay for a share
under the Book Building. A Bidder shall not make a bid with price
variation of more than 20% of the prevailing indicative strike
price.
Margin Money The partial or total amount, as the case may be, paid by a Bidder at
the time of registering the Eligible Investor. The Book Runner shall
collect full amount of the bid money as Margin Money in respect of
bids placed by the individual investors and not less than twenty five
percent (25%) of the bid money as Margin Money in respect of bids
placed by the institutional investors.
Minimum Bid Size One Million Rupees (PKR 1,000,000/-)
Ordinary Shares Ordinary Shares of Hi-Tech Lubricants Limited having face value of
PKR 10.00/- each, unless otherwise specified in the context thereof
Prospectus The Prospectus containing all the information and disclosures as
required under the Securities Act, 2015, and Book Building
Regulations, 2015, approved by the Commission under section 87(2)
of the Securities Act, 2015, read with section 88(1) thereof and

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circulated amongst the Eligible Investors for participation in the
Book Building Process.

Registration Form The form which is to be submitted by the Eligible Investors for
registration to participate in the Book Building process. The
registration period shall commence four days before the start of the
Bidding Period from December 31, 2015 to January 07, 2016 from
9:00 am to 5:00 pm and shall remain open till 3:00 pm on the last
day of the Bidding Period
Regulations The Book Building Regulations, 2015
Related Employees Such employees of the Issuer, the Book Runner who are directly
involved in the Issue. Please refer to paragraph 2.24 for further
details
Step Bid Step Bid means a series of limit bids at increasing prices.In case of
a step bid, the amount of each step will not be less than Rupees One
Million (PKR 1,000,000/-).
Strike Price The price of share determined/discovered on the basis of Book
Building process in the manner provided in the Book Building
Regulations, 2015 at which the shares are Issued to the successful
Bidders. The Strike Price will be disseminated after conclusion of
Book Building through widely circulated national newspapers and
also posted on the websites of Stock Exchanges(s), Lead Manager,
Advisor, Book Runner and Issuer.

Supplement to the Prospectus The Supplement to the Prospectus given at page 2 of this Prospectus.

System An online electronic system operated by the Designated Institution


for conducting Book Building.

Interpretation:
ANY CAPITALIZED TERM CONTAINED IN THIS PROSPECTUS, WHICH IS IDENTICAL TO A
CAPITALIZED TERM DEFINED HEREIN, SHALL, UNLESS THE CONTEXT EXPRESSLY
INDICATES OR REQUIRES OTHERWISE AND TO THE EXTENT AS MAY BE APPLICABLE
GIVEN THE CONTEXT, HAVE THE SAME MEANING AS THE CAPITALIZED / DEFINED
TERM PROVIDED HEREIN.

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TABLE OF CONTENTS
Sr. Content Page no.
1 APPROVAL AND LISTING ON THE STOCK EXCHANGES ............................................... 10
2 BOOK BUILDING PROCEDURE ............................................................................................... 13
3 SHARE CAPITAL AND RELATED MATTERS ....................................................................... 32
4 UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES ................ 47
5 HISTORY, PROSPECTS AND RISK FACTORS ...................................................................... 49
6 FINANCIAL INFORMATION ..................................................................................................... 61
7 MANAGEMENT OF THE COMPANY ...................................................................................... 68
8 MISCELLANEOUS INFORMATION ........................................................................................ 77
9 APPLICATION AND ALLOTMENT INSTRUCTIONS .......................................................... 82
10 REGISTRATION FORM &BIDDING FORM OF HI-TECH LUBRICANTS LIMITED .... 86
11 SIGNATORIES TO THE PROSPECTUS ................................................................................... 87
12 MEMORANDUM OF ASSOCIATION ....................................................................................... 88
13 APPLICATION FORM ................................................................................................................. 93

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PART 1

1 APPROVAL AND LISTING ON THE STOCK EXCHANGES

1.1. APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN

Approval of the Securities & Exchange Commission of Pakistan (SECP or the Commission) as required
under Section 87(2) of the Securities Act, 2015 (the Act) read with Section 88(1) of the Securities Act and
clause 4 (viii) of the Book Building Regulations, 2015 thereof has been obtained by Hi Tech Lubricants
Limited (Issuer or the Company) for the issue, circulation and publication of this Document (hereinafter
referred to as the Prospectus).

DISCLAIMER:

IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS APPROVAL, SECP DOES


NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE COMPANY
AND ANY OF ITS SCHEMES STATED HEREIN OR FOR THE CORRECTNESS OF ANY OF THE
STATEMENTS MADE OR OPINIONS EXPRESSED WITH REGARDS TO THEM BY THE
COMPANY IN THIS PROSPECTUS.

SECP HAS NOT EVALUATED QUALITY OF THE ISSUE AND ITS APPROVAL FOR ISSUE,
CIRCULATION AND PUBLICATION OF PROSPECTUS SHOULD NOT BE CONSTRUED AS
ANY COMMITMENT OF THE SAME. THE PUBLIC/INVESTORS SHOULD CONDUCT THEIR
OWN INDEPENDENT DUE DILIGENCE AND ANALYSIS REGARDING THE QUALITY OF THE
ISSUE BEFORE BIDDING / SUBSCRIBING.

1.2. CLEARANCE OF THE PROSPECTUSBY THE STOCK EXCHANGES

The Prospectus has been cleared by the Karachi Stock Exchange Limited (KSE) and Lahore Stock
Exchange Limited (LSE) (KSE and LSE together referred to as Stock Exchanges) in accordance with
the requirements of Listing of Companies and Securities Regulations.

DISCLAIMER:

KSE and LSE have not evaluated the quality of the issue and its clearance should not be construed as
any commitment of the same. The public / investors should conduct their own independent investigation
and analysis regarding the quality of the issue before subscribing.

The publication of this document does not represent solicitation by KSE and LSE.

The contents of this document do not constitute an invitation to invest in shares or subscribe for any
securities or other financial instrument by KSE and LSE, nor should it or any part of it form the basis
of, or be relied upon in any connection with any contract or commitment whatsoever of KSE and LSE

It is clarified that information in this prospectus should not be construed as advice on any particular
matter by KSE and LSE and must not be treated as a substitute for specific advice.

KSE and LSE, disclaims any liability whatsoever for any loss however arising from or in reliance upon
this document to any one, arising from any reason, including, but not limited to, inaccuracies,
incompleteness and/or mistakes, for decisions and/or actions taken, based on this document.

KSE and LSE, neither takes responsibility for the correctness of contents of this document nor the
ability of the company to fulfill its obligations there under.

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Advice from a suitably qualified professional should always be sought by investors in relation to any
particular investment.

1.3. LISTING ON KSE AND LSE

Application has been submitted by the Issuer to KSE and LSE for permission to deal in and for quotation of
the shares of the Company.

If for any reason the application for formal listing is not accepted by KSE and LSE the Issuer undertakes that
a notice to that effect will immediately be published in the press and will refund Application Money to the
applicants without surcharge as required under the provisions of Section 72 of the Ordinance. However, and,
if any such money is not repaid within eight (08) days after the company becomes liable to repay it, the
Directors of the company shall be jointly and severally liable to repay that money from the expiration of the
eight day together with surcharge at the rate of one and a half per cent (1.50%) for every month or part thereof
from the expiration of the eight day and, in addition, to a fine not exceeding five thousand rupees and in the
case of a continuing offence to a further fine of one hundred rupees for every day after the said eight day on
which the default continues in accordance with the provisions of Section 72(2) of the Ordinance.

Page 11 of 93
1.4. CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE
ISSUERS

We, being the Chief Executive Officer and Chief Financial Officer of the Issuer accept absolute responsibility
for the disclosures made in the Prospectus. We hereby certify that the Prospectus contains all necessary
information with regards to the Issuer and the Issue, and constitutes full, true and plain disclosure of all
material facts relating to the shares being issued through this Prospectus and that nothing has been concealed.

The information contained in this prospectus is true and correct to the best of our knowledge and the opinions
and intentions expressed herein are honestly held.

The information provided and disclosures made in this Prospectus contain no misleading material.

For and on behalf of the Hi-Tech Lubricants Limited

Hi-Tech Lubricants Limited

-sd- -sd-
_________________________ _______________________
Hassan Tahir Muhammad Imran
Chief Executive Officer Chief Financial Officer& Company
Secretary

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PART 2

2 BOOK BUILDING PROCEDURE

2.1. BRIEF ISSUE STRUCTURE

The Present Issue

The Issue comprises of 29,001,000 Ordinary Shares of PKR 10/- each which constitutes 25.0% of the total
post IPO paid-up capital of the Company.

The Issue is being made through the Book Building process at a Floor Price of PKR 37.00/- per share including
premium of PKR 27.00/- per share.

75%of the total Issue size i.e. 21,750,500 Ordinary Shares of PKR 10/- each are being issued through the
Book Building process to Eligible Investors.

25% of the total Issue Size i.e. 7,250,500 Ordinary Shares will be issued to the general public at the Issue
Price, which will be determined through the Book Building Process. Within 5 working days from the close
of Bidding Period, a supplement to the Prospectus will be published in at least all those newspapers in
which the Prospectus of the Company is published. The supplement will contain information relating
to the Strike Price, the Issue Price, names of the underwriters for the retail portion, underwriting and
take-up commission and category wise break-up of the successful bidders. Format of the supplement is
given at page 2 of this Prospectus.

2.2. BOOK BUILDING PROCEDURE

Book Building is a process whereby investors bid for a specific number of shares at various prices. The Issuer
sets a Floor Price, which is the minimum price a Bidder can bid at. An order book of bids from Bidders is
maintained by the Book Runner, which is then used to determine the Strike Price through the Dutch Auction
Methodology.

Under the Dutch Auction Methodology, the Strike Price is determined by lowering the bid price to the extent
that the total number of shares offered through the Book Building process are subscribed.

A Bid by a Bidder can be a Limit Bid or a Step Bid, each of which are explained below.

Limit Bid: Limit Bid is placed at a Limit Price, which is the maximum price investor Bidder is willing to pay
for a specified number of shares.

In such a case, a Bidder explicitly states a price at which he/she/it is willing to subscribe to a specific number
of shares. For instance, a Bidder may bid for 5.0 million shares at PKR 48.00/- per share, then the total
Application Money would amount to PKR 240,000,000/-.The Bid Amount will be PKR 240,000,000/-. Since
the Bidder has placed a Limit Bid of PKR 48.00/- per share, this indicates that he/she/it is willing to subscribe
the shares at a price upto PKR 48.00 /- per share.

Step Bid: A series of Limit Bids at increasing prices. The aggregate amount of Step Bid shall not be less than
PKR 1,000,000/- and the amount of any individual step shall also not be less than PKR 1,000,000/-.

Under this bidding strategy, Bidders place a number of Limit Bids at different increasing price levels. The
Bidders may, for instance, make a Bid for 2.0 million shares at PKR 46.00/- per share, 1.5million shares at
PKR 47.00/- per share and 1.0 million shares at PKR 48.00/- per share, then in essence the investor has placed
one Step Bid comprising three Limit Bids at increasing prices. The Bid Amount will be PKR 210,500,000/-

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. In case of Individual Investor, the Margin Money will be 100% i.e. PKR 210,500,000/- whereas in case of
Institutional Investor the Margin Money shall be 25% of the Bid Amount i.e. PKR 52,625,000/-.

AN ELIGIBLE INVESTOR SHALL NOT MAKE A BID WITH A PRICE VARIATION OF MORE
THAN 20% OF THE PREVAILING INDICATIVE STRIKE PRICE.

AN ELIGIBLE INVESTOR SHALL NOT MAKE MORE THAN ONE BID SEVERALLY OR
JOINTLY, HOWEVER, A BID CAN BE REVISED TILL 5.00 PM ON THE LAST OF BIDDING
PERIOD. DOWNWARD REVISION OF BID PRICE SHALL NOT BE ALLOWED AFTER 4:00 P.M.
ON THE LAST DAY OF THE BIDDING; FOR FURTHER DETAILS PLEASE SEE
PARAGRAPH 2.10 (vi)

AN ELIGIBLE INVESTORSHALL NOT PLACE CONSOLIDATED BIDS. A BID APPLICATION


WHICH IS FULLY OR PARTIALLY BENEFICIALLY OWNED BY PERSONS OTHER THAN
THE ONES NAMED THEREIN IS TO BE CONSIDERED AS A CONSOLIDATED BID.

RELATED EMPLOYEES OF THE ISSUER AND THE BOOK RUNNER CANNOT PARTICIPATE
IN THE BIDDING PROCESS.

Once the BiddingPeriod has lapsed and the book has been built, the, Strike Price shall be determined on the
basis of Dutch Auction Methodology.

Successful Bidders shall be intimated, within one (1) working day of the closing of the Bidding Period, about
the Strike Price and the number of shares provisionally allotted to each of them. The successful institutional
Bidders shall, within three (3) working days of the closing of the Bidding Period, deposit the balance amount
as consideration against allotment of shares. Where a successful Bidder defaults in payment of shares
allotted to it, the Margin Money deposited by such Bidder shall be forfeited to the Book Runner under
clause 21(12) of the Regulations.

As per regulation 21(14) of the Regulations, the successful bidders shall be issued shares in the form of
book-entry securities to be credited in their CDS accounts. All the eligible investors shall, therefore,
provide their CDC account numbers in the bid application.

The Bidders may fill-in the part of the Bidding Form under the heading, Dividend Mandate to enable
the Company to directly credit their cash dividend, if any, in their respective Bank Accounts.

2.3. BOOK RUNNER

Arif Habib Limited (AHL) has been appointed as the Book Runner to the Issue. AHL is registered with the
Commission as Book Runner as per the requirements of the Regulations.

2.4. ROLE AND FUNCTIONS OF BOOK RUNNER

a) The Book Runner to the Issue shall:

i. ensure that necessary infrastructure and electronic system is available to accept bids and to undertake the
whole Book Building in a fair, efficient and transparent manner;

ii. ensure that it is financially capable for honoring its commitments arising out of defaults by their client
investors, if any;

iii. collect Margin Money and subscription money from the Bidders in the manner as mentioned in the
Regulations;

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iv. use the software provided by the Designated Institution for the Book Building on such terms and
conditions as may be agreed through an agreement in writing;

v. ensure that the software used for Book Building is based on Dutch Auction Methodology for display of
the order book and determination of the strike price;

vi. ensure that the bidders can access to the System and can revise their bids electronically using the user ID
and the password;

vii. ensure that it has established not less than two Bid Collection Centers in the city where the securities
exchange on which the issuer is to be listed, is located, and in all major cities of the country at least in the
Federal Capital and all the provincial capitals;

viii. enter into an underwriting agreement with the Issuer with respect to underwriting of the Book Building
Portion;

ix. maintain record of all the bids received;

x. ensure that it has obtained list and Unique Identification Numbers of the associated companies and
associated undertakings of the Issuer;

xi. ensure that names and Unique Identification Numbers of the associated companies and associated
undertakings of the Issuer are entered and capped at five per cent (5%) into the system before
commencement of the Bidding Period;

xii. ensure that no bid in aggregate exceeding five per cent (5%) is made by the associated companies and
associated undertakings of the Issuer;

xiii. ensure that it has obtained names and Unique Identification Numbers of the Related Employees of the
Issuer, the Book Runner and that names and Unique Identification Numbers of all such employees are
entered into the system and blocked for participation in the bidding

xiv. Book Runner has established bid collection centers at the following addresses (direct & fax numbers in
all centres):

Karachi
Contact Officer: Abdul Qadir
Direct No.: 021 3246 5891
Mobile No.: 0331 260 4039
PABX No.: 021 111 245 111
Fax No.: 021 3242 9653
Email: abdul.qadir@arifhabibltd.com
Postal Address: Arif Habib Center, 23 MT Khan Road, Karachi

Contact Officer: Muhammad Ali Siddiqui


Direct No.: 021 3677 0144
Mobile No.: 0345 317 1151
PABX No.: 111 511 611 Ext 253
Fax No.: 021 3242 9653
Email: muhammad.ali@arifhabibltd.com
Postal Address: Naya Nazimabad, Manghopir Road, Karachi

Page 15 of 93
Lahore
Contact Officer: Tahir Abbas
Mobile No.: 0333 213 7736
Fax No.: 021 3242 9653
Email: tahir.abbas@arifhabibltd.com
Postal Address: Room # 220, Arif Habib Ltd, Lahore Stock Exchange, Lahore

Contact Person: Naveed Siddiqui


Mobile No.: 0333 424 1525
Direct: 042 3569 1170
Fax No.: 021 3242 9653
Email: naveed.siddiqui@arifhabibltd.com
Postal Address: Summit Bank Limited, 13- G, Commercial Area, Phase -I Lahore

Islamabad
Contact Officer: Rao Amir
Mobile No.: 0311 812 2918
Direct: 051 280 6286
Fax No: 021 3242 9653
Email: amir.rao@arifhabibltd.com
Postal Address: Summit Bank Limited, Plot # 109, East E-7/G-7, Islamabad Stock
Exchange Branch, Jinnah Avenue, Blue Area, Islamabad

Quetta
Contact Officer: Noman Mansoor
Mobile No.: 0300 398 0444
Direct: 081 286 5594-92
Fax No.: 021 3242 9653
Email: noman.mansoor@arifhabibltd.com
Postal Address: Summit Bank Limited, Ground Floor, Malik Plaza Near Adara-e-
Saqafat, M.A. Jinnah Road, Quetta
Peshawar
Contact Officer: Arbab Zarak Khan
Mobile No.: 0333 913 1466
Direct: 091 226 0373
Fax No.: 021 3242 9653
Email: arbab.zarak@arifhabibltd.com
Postal Address: Summit Bank Limited, Near Fruit Market, GT Road Peshawar

xv. Ensure that all the Bids received by the bid collection centers are entered into the system developed by the
Designated Institution for the purpose of Book Building within the prescribed time.

2.5. INTEREST OF BOOK RUNNERAND LEAD MANAGER& ARRANGER IN THE ISSUE AND THE
ISSUER OTHER THAN ITS ROLE AS A BOOK RUNNER AND LEAD MANAGER & ARRANGER.

The Book Runner, Lead Manager & Arranger is deemed to be interested to the extent of fees payable to it by
the Issuer for the services of Book Runner, Lead Manager & Arranger to the Issue. The Book Runner, Lead
Manager & Arranger has no other interest in any property or profits of the Company.

2.6. OPENING AND CLOSING OF THE BIDDING PERIOD

The Bidding Period will remain open for (02) two working days during business hours i.e. will commence at
09:00 a.m. on January 06, 2016 and will close at 05:00 p.m. on January 07, 2016.

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BIDDING PROCESS STARTS ON January 06, 2016
BIDDING PROCESS ENDS ON January 07, 2016

2.7. ELIGIBILITY TO PARTICIPATE IN BIDDING

Eligible investors, who can place their Bids in the Book Building process includes individual and Institutional
Investor both local and foreign, whose Bid Amount is not less than PKR 1,000,000/- (One million rupees).

2.8. INFORMATION FOR BIDDERS

a) The Prospectus has been duly cleared by KSE and LSE and approved by SECP. The Prospectus, Registration
Form and the Bidding Form can be obtained from the registered office of the Issuer, the Book Runner and the
Bid collection Centers. Prospectus, Registration Form and Bidding Forms can also be downloaded from the
following websites of the Company, KSE, LSE and the Book Runner i.e. http://www.hitechlubricants.com,
http://www.kse.com.pk, http://www.lse.com.pk and http://www.arifhabibltd.com respectively.

b) Eligible investors who are interested in subscribing to the Ordinary Shares should approach the Book Runner
at the addresses provided in paragraph 2.4to register and submit their Bids.

c) THE REGISTRATION FORMS SHOULD BE SUBMITTED ON THE PRESCRIBED FORMAT AT THE


ADDRESSES PROVIDED IN PARAGRAPH 2.4. FOR DETAILS ON THE PROCEDURE OF
REGISTRATION PLEASE REFER PARA 2.9

d) THE BIDS SHOULD BE SUBMITTED ON THE PRESCRIBED BIDDING FORM IN PERSON,


THROUGH FAX NUMBERS GIVEN IN PARAGRAPH 2.4 OR THROUGH THE ONLINE SYSTEM
USING THE USER ID AND PASSWORD ISSUED AT THE TIME OF REGISTERATION OF ELIGIBLE
INVESTOR.

e) REGISTERED INVETORS CAN PLACE, REVISE OR WITHDRAW THEIR BIDS BY ACCESSING THE
DESIGNATED INSTITUTIONS ONLINE PORTAL FOR BOOK BUILDING BY USING THE USER ID
AND PASSWORD COMMUNICATED TO THEM VIA EMAIL BY THE DESIGNATED INSTITUTION

f) EACH ELIGIBLE INVESTOR SHALL ONLY SUBMIT A SINGLE PAY ORDER, DEMAND DRAFT OR
EVIDENCE OF ONLINE TRANSFER OF MONEY ALONG WITH THE REGISTRATION FORM. IT
MAY ALSO BE NOTED THAT ONLY A SINGLE PAY ORDER, DEMAND DRAFT OR EVIDENCE OF
ONLINE TRANSFER OF MONEY SHALL BE ACCEPTED BY THE BOOK RUNNER ALONG WITH
EACH ADDITIONAL PAYMENT FORM.

g) ELIGIBLE INVESTORS WHO ARE ACCOUNT HOLDERS OF SUMMIT BANK LIMITED CAN USE
THE ONLINE TRANSFER FACILITY (PAY ORDER OR DEMAND DRAFT MAY BE DEPOSITED AT
ANY BRANCH OF SUMMIT BANK AND EVIDENCE TO BE SUBMITTED TO THE BOOK RUNNER)
TO DEPOSIT THEIR BID MONEY TO THE BOOK BUILDING ACCOUNT OPENED AT SUMMIT
BANK LIMTIED.

2.9. REGISTRATION FORM AND PROCEDURE FOR REGISTRATION

a) Standardized Registration Form has been prescribed by the Issuer. Registration Form shall be submitted at
the Bid Collection Centers in person on addresses given in paragraph 2.4 on the standard Registration Form
duly filled in. The Registration Form shall be serially numbered at the bid collection centers and date and time
stamped at the time of collection of the same from the Bidders.

b) Upon completion and submission of the Registration Form, the bidders are deemed to have authorized the
Issuer to make necessary changes in the Prospectus as would be required for finalizing and publishing the

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supplement to the Prospectus in the newspapers in which Prospectus was published and filing the supplement
with the KSE and the SECP, without prior or subsequent notice of such changes to the bidders.

The Registration procedure under the Book Building process if outlined below:

a) The registration of Eligible Investors shall commence from December 31, 2015 between 9.00 am to 5.00 pm
and will close at 3.00 pm on January 07, 2016.

b) The Registration Form shall be issued in duplicate signed by the Bidder and countersigned by the Book
Runner, with first copy for the Book Runner, and the second copy for the Bidder.

c) The Registration Form shall be submitted through the Bid Collection Centers in person on addresses given in
paragraph 2.4 on the standard Registration Form duly filled in and signed in duplicate.

d) Upon registration of the bidders in the System, the Designated Institution shall assign and communicate User
ID and password to the bidders via email on the email address provided by them in the Registration Form

e) The Book Runner may reject any bid for reasons to be recorded in writing provided the reason of rejection is
disclosed to such bidder. Decision of the Book Runner shall not be challengeable by the bidder or its
associates.

f) Bid Amount / Margin Money shall be deposited along with the Registration Form through demand draft, pay
order and online transfer.

g) The pay order shall be made in favor of IPO of Hi-Tech Lubricants Limited Book Building Account.
For online transfer facility (pay order or demand draft may be deposited at any branch of summit bank
and evidence to be submitted to the book runner), the payment shall be made into Account Number 01-
02-02-20311-714-171861 being maintained in Summit Bank Limited, Clifton Branch with the Account
Title IPO of Hi-Tech Lubricants Limited Book Building Account.

h) Please note that third party instruments will not be accepted for Margin Money

i) The Book Runner shall collect an amount of 100% of the Bid Amount as Margin Money in respect of bids
placed by Individual Investors.

j) The Book Runner shall collect an amount of not less than 25% of the Application Money as Margin Money
in respect of bids placed by Institutional Investors.

k) The Bidder shall provide a valid email address in the Registration Form so that the relevant User ID and
password can be emailed to them upon registration of the bid.

l) The Bidders can use the User ID and password to directly place, revise or withdraw their bids online.

m) The successful bidders shall be issued shares only in the form of book-entry to be credited in their respective
CDS accounts. All the bidders shall, therefore, provide their CDC account numbers in the Registration Form.

2.10. PROCEDURE FOR BIDDING

i. Standardized Bidding Form has been prescribed by the Issuer in accordance with the format and content
specified by the Commission.

ii. Registered Investors can submit their bids in person at the Bid Collection Centers during the bidding dates or
can place their bids online at https://bkb.kse.com.pk using the user ID and password received by them over
email upon registration with the Book Runner.

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iii. The bidding procedure under the Book Building process is outlined below:

i. Bids can be placed at Limit Price or Step Bid. An Eligible Investor shall not place a bid provided that the
minimum size of a limit bid shall not be less than PKR 1,000,000/- (One Million Rupees) and in case of a
Step Bid, the amount of any step shall also not be less than PKR 1,000,000/- (One Million Rupees).

ii. In addition to the procedure provided in Regulation 13(2) of the Book Building Regulations, 2015, the
investors may place their bids through any of the Bid Collection Centers.

iii. The persons at the Bid Collection Centers shall vet the bid applications and accept only such bid applications
that are duly filled in and supported by pay order, demand draft or a bank receipt evidencing transfer of the
bid money into the Issuers designated bank account.

iv. On receipt of bid application in accordance with clause (c), the Book Runner shall enter Bid into the System
and issue to the bidder an electronic receipt bearing name of the book runner, name of the bidding center, date
and time.

v. The bidding shall commence from 09:00 a.m. and close at 05:00 p.m. on all days of the Bidding Period.
The bids shall be collected and entered into the system by the Book-Runner till 05:00 p.m. on the last
day of the bidding period.

vi. The registered investors shall have the right;

a. to withdraw their bids till 04:00 p.m. on last day of the bidding period either manually through
the Bid Collection Centers or electronically through direct access to the system. No withdrawal
shall be allowed after 4:00 p.m. on last day of the bidding period; and

b. subject to the provision of Regulation No. 20(3)(2)(iv), to revise their bids any time either
manually through the Bid Collection Centers or electronically through direct access to the
system till 05:00 p.m. on the last day of the Bidding Period. No downward revision shall be
allowed after 4:00 p.m. on last day of the bidding period.

vii. The Book Runner shall collect full amount of the Bid Amount as Margin Money in respect of bids placed by
the individual investors and not less than twenty five percent (25%) of the Bid Amount as Margin Money in
respect of bids placed by the Institutional Investors.

viii. Payment of Margin Money shall be accepted only through demand draft, pay order or online transfer and third
party payment instruments shall not be accepted.

ix. The Book Runner may on its own discretion accept bid without Margin Money provided Book Building
Portion is fully underwritten at least at the Floor Price by the Book Runner.

x. The Book Runner may reject any bid for reasons to be recorded in writing provided the reason of rejection is
disclosed to such bidder. Decision of the Book Runner shall not be challengeable by the bidder or its
associates.

xi. The Designated Institution shall, through the system, display live throughout the bidding period an order book
in descending order showing demand for shares at various prices and the accumulated number of shares bid
for along with percentage of the total shares offered. The order book should also show the revised bids and
the bids withdrawn. The order book shall be accessible through websites of the Designated Institution, Book
Runner, securities exchanges, clearing house and the central depository.

xii. At the close of the Bidding Period, Strike Price shall be determined on the basis of Dutch Auction
Methodology.

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xiii. Once the Strike Price is determined all those bidders whose bids are found successful shall become entitled
for allotment of shares.

xiv. The bidders who have made bids at prices above the Strike Price shall be allotted shares at the Strike Price
and the differential shall be refunded.

xv. The bidders who have made bids at the Strike Price shall be allotted shares in accordance with the regulation
7(2) of the Regulations. In case all the bids made above the Strike Price are accommodated and shares are still
available for allotment, such available shares will be allotted against the bids made at the Strike Price strictly
on time priority basis. The procedure for allotment of shares to successful bidders is mentioned in sections
2.18 and 2.19 of the Prospectus.

xvi. The bidders who have made bids below the Strike Price shall not qualify for allotment of shares and their
Margin Money will be refunded within five (5) working days of the close of the bidding period.

xvii. Successful bidders shall be intimated, within one (1) working day of the closing of the bidding period, the
Strike Price and the number of shares provisionally allotted to each of them. The successful institutional
bidders shall, within three (3) working days of the closing of the bidding period, deposit the balance amount
as consideration against allotment of shares. Where a successful Bidder defaults in payment of shares
allotted to it, the Margin Money deposited by such Bidder shall be forfeited to the Book Runner under
regulation 21(12) of the Regulations.

xviii. Final allotment of shares out of the Book Building Portion shall be made after receipt of full subscription
money from the successful bidders, however, shares to such bidders shall be credited at the time of credit and
dispatch of shares out of the retail portion.

xix. The successful bidders shall be issued shares only in the form of book-entry to be credited in their respective
CDS accounts. All the bidders shall, therefore, provide their CDC account numbers in the Registration Form.

xx. The Designated Institution shall continue to display on its website, the data pertaining to the Book Building
and determination of the Strike Price for a period of at least three working days after closure of the bidding
period

RESTRICTIONS:

Restriction on Related Employees: Related Employees of the Issuer, the Book Runner are not allowed to
participate in the Bidding for shares. Related Employees are those employees who are directly involved in the
Issue.
Restriction on Investors: A registered Eligible Investor shall not make
(i) bid below the floor price;
(ii) a bid for more than 10% of the shares allocated under the Book Building Portion;
(iii) subject to the provision of clause (i) above, a bid with price variation of more than 20% of the prevailing
indicative strike price;
(iv) a consolidated bid; or
(v) more than one bid either severally or jointly.

In case there is any allocation or allotment of shares to investors through Pre-IPO placement, Private
placement or through any other mode during the period of six months preceding the bidding date, at a price
lower than the Strike Price, such shares shall not be saleable for a period of six months from the date of closing
of subscription period for Retail Portion of the Issue.

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Bids from associated companies and associated undertakings of the Issuer, shall not be accepted for
shares in excess of five percent (5%), in aggregate, of the book building portion.

To check this threshold, the Issuer shall provide to the Book Runner and the Book Runner shall obtain
from the Issuer, list of associated companies and associated undertakings of the Issuer before
commencement of the Bidding Period along with their respective Unique Identification Number, to be
entered and capped at five percent (5%) in the System before commencement of the Bidding Period;
and the Book Runner shall make sure that the said list has been provided to the Designation Institution
and the employees deployed at the collection centers for collection of bids and entry thereof in the
system.

xxi. The Book-Runner shall ensure that subscription money received against the bids accepted shall not be released
to the Issuer by the Banker to the Book Building Portion until:

a. credit or dispatch of all shares allocated under the retail portion of the issue; and
b. issuance of NOC by the Stock Exchanges

xxii. In case the Bids received are sufficient to allot the total number of shares offered for sale under the Book
Building Portion, the allotment shall be made on the basis of highest bid priority that is the bid made at the
highest price shall be considered first for allotment of shares.

xxiii. In case all the bids made above the Strike Price are accommodated and shares are still available for
allotment, such available shares will be allotted against the bids made at the Strike Price strictly on
time priority basis.

2.11. BANK ACCOUNT FOR BOOK BUILDING

The Issuer has opened two separate bank accounts for collection of applications money, one each for the
Book Building portion and the general public portion of the Issue.

The Bidders shall draw demand draft or pay order in favor of IPO of Hi-Tech Lubricants Limited Book
Building Account. For online transfer facility (pay order or demand draft may be deposited at any
branch of summit bank and evidence to be submitted to the book runner), the payment shall be made
into Account Number01-02-02-20311-714-171861 which has been opened at Summit Bank Limited,
Clifton Branch. The collection bank shall keep and maintain the bid money in the said account. Once the
Strike Price is determined and list of successful bidders/allottees is finalized, the Lead Manager, after
obtaining NOC from KSE & LSE, may request in writing to the collection bank for transfer of the money of
successful and accepted applications to the Issuers account(s).Please note that third party payment
instruments will not be accepted.

2.12. PAYMENT INTO THE BOOK BUILDING ACCOUNT

The Bidders shall draw a demand draft, pay order favoring IPO of Hi-Tech Lubricants Limited Book
Building Account or Online Transfer of the Bid Amount into the respective IPO account of the Issuer A/c
01-02-02-20311-714-171861 submit the demand draft, pay order or bank receipt at the designated Bid
collection center in person or through facsimile along with a duly filled in Registration Form.

For online transfer facility (pay order or demand draft may be deposited at any branch of summit bank and
evidence to be submitted to the book runner), the payment shall be made into A/c 01-02-02-20311-714-
171861 being maintained at Summit Bank Limited, Clifton branch, Karachi with the Account Title IPO of
Hi-Tech Lubricants Limited Book Building Account.

CASH MUST NOT BE SUBMITTED WITH THE BIDDING FORM AT THE BID COLLECTION
CENTER. BID AMOUNT MUST BE PAID THROUGH PAY ORDER, DEMAND DRAFT OR

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ONLINE TRANSFER, DRAWN / TRANSFER IN FAVOR OF IPO OF HI-TECH LUBRICANTS
LIMITED BOOK BUILDING ACCOUNT IN A MANNER ACCEPTABLE TO THE BOOK
RUNNER.

Since the investors can bid for shares through limit bid or step bid, therefore payment procedure is
explained below for these methods.

a) PAYMENT FOR LIMIT BID

If investors are placing their Bids through Limit Bid then they shall deposit the Margin Money based on the
number of shares they are bidding for at their stated Bid Price.

For instance, if an investor is applying for 5.0 million shares at a price of PKR 48.00/- per share, then the total
Bid Amount would amount to PKR 240,000,000. In such a case, (i) individual investor shall deposit PKR
240,000,000 in the Book Building account as the Margin Money which is 100% of PKR 240,000,000; and (ii)
Institutional Investors shall deposit PKR 60,000,000 in the Book Building account as the Margin Money
which is at least 25% of PKR 240,000,000.

b) PAYMENT FOR STEP BIDS

If investors are placing a Step Bid, which is a series of limit Bids at increasing prices, then they shall deposit
the Margin Money/ Bid Amount based on the total number of shares they are bidding for at their stated Bid
prices.

For instance, if the investor Bids for 2.0 million shares at PKR 46.00/- per share, 1.5 million shares at PKR
47.00/- per share and 1.0 million shares at PKR 48.00/- per share, then in essence the investor has placed one
Step Bid comprising three limit Bids at increasing prices. The Bid Amount would amount to PKR
210,500,000/- which is the sum of the products of the number of shares Bid for and the Bid price of each limit
Bid. In such a case, (i) individual investor shall deposit PKR 210,500,000/-in the Book Building Account as
Bid Amount which is 100% of PKR 210,500,000/- and (ii) Institutional investors shall deposit at least PKR
52,625,000/-in the Book Building Account as Margin Money which is 25% of PKR 210,500,000/-.

2.13. PAYMENT BY FOREIGN INVESTORS

Foreign investors may subscribe using their special convertible rupee accounts (SCRA), as set out under
Chapter 20of the State Bank of Pakistans Foreign Exchange Manual 2002. Under Section 7(i) of Chapter 20,
companies issuing shares out of new public Issues on repatriable basis, as permitted under sub para (B) (I) of
paragraph 6, may open foreign currency collection accounts with banks abroad or in Pakistan for receiving
the subscription in foreign currency. They may also allow refunds from these accounts to unsuccessful
applicants.

Foreign investors do not require any regulatory approvals to invest in the shares being issued through this
Prospectus. Payment in respect of investment in the shares of the Company has to be made in foreign currency
through an inward remittance or through surplus balances in SCRA. Local currency cash account(s) opened
for the purpose of Foreign Portfolio Investment (FPI) is classified as SCRA. There is no restriction on
repatriation of sale proceeds of and the dividend yield on the shares of the Company. Underlying client
names/beneficial owners are required to be disclosed at depository level.

A. Key Documents required for individual(s):


(i) Account opening request; and
(ii) Passport / ID.

B. General documentations required for opening of SCRA account by institutional investors are:
(i) Account opening request;
(ii) Board Resolution & Signatories list;

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(iii) Passport / ID of Board of Directors;
(iv) Passport/ID of all authorized signatories;
(v) Certificate of Incorporation (COI) or equivalent document (like Trade Registry Certificate,
Business Registration Certificate, and Certificate of Commencement of Business);
(vi) Memorandum & Articles of Association;
(vii) Withholding tax registration certificate / Certificate of country of domicile of client;
(viii) Latest Annual Report;
(ix) List of Board of Directors; and
(x) List of Shareholders (greater than 10% holdings) and key officers.

It is however pertinent to note that the procedure and requirements of each financial institution with respect
to opening of SCRA differs, hence it is advised to request the procedure from respective financial institution.

Payments made by foreign investors shall be supported by proof of receipt of foreign currency through normal
banking channels. Such proof shall be submitted along with the Application by the foreign investors.

2.14. REVISION OF BIDS BY THE BIDDER

The registered investors may revise their Bids any time either manually through the Bid Collection Centers
or electronically through direct access to the system till 05:00 p.m. on the last day of the Bidding Period.

An investor will not be allowed to place or revise a bid with a price variation of more than 20% of the
prevailing indicative strike price. NO DOWNWARD REVISION SHALL BE ALLOWED AFTER 4:00
P.M. ON LAST DAY OF THE BIDDING PERIOD.

2.15. WITHDRAWAL OF BIDS BY THE BIDDER

The registered investors shall have the right to withdraw their bids till 04:00 p.m. on last day of the Bidding
Period either manually through the Bid Collection Centers or electronically through direct access to the
system. NO WITHDRAWAL SHALL BE ALLOWED AFTER 4:00 P.M. ON LAST DAY OF THE
BIDDING PERIOD.

2.16. REJECTION OF BIDS BY THE BOOK RUNNER

In terms of regulation 21(5) of Chapter V of the Book Building Regulations, 2015, the Book Runner may
reject any Bid placed by a Bidder for reasons to be recorded in writing provided the reason of rejection is
disclosed to such bidder. Decision of the Book Runner shall not be challengeable by the Bidder or any of its
associates.

2.17. WITHDRAWAL OF ISSUE BY THE ISSUER

a) According to regulation 5(6) of the Regulations, in case the Issuer does not receive bids for the number of
shares allocated under the Book Building Portion, at the Floor Price, the Issue shall be cancelled and the same
shall be immediately intimated to the Commission, the Stock Exchanges and the Designated Institution and
the Margin Money shall be refunded to the Bidders immediately but not later than two (2) working days of
the closing of the Bidding Period.

b) The Book Building will be considered cancelled if the total number of bids received are less than forty.

2.18. MECHANISM FOR DETERMINATION OF STRIKE PRICE

a) At the close of the Bidding Period, the Strike Price shall be determined on the basis of Dutch Auction
Methodology. Under this Methodology, the Strike Price is determined by lowering the price to the extent
that the total number of shares issued is subscribed.

Page 23 of 93
b) The order book shall display the Bid prices in a descending order along with the quantity for each price level
as well as the cumulative quantity at each price level.

c) Once the Strike Price is determined all those Bidders whose bids have been found successful shall become
entitled for allotment of shares. The Bidders, who have made bids at prices above the Strike Price, will be
issued shares at the Strike Price and the differential, if any, will be refunded. The Bidders, who have made
bids below the Strike Price, shall not qualify for allotment of shares and their Margin Money shall be refunded.

d) In case the bids received are sufficient to allot the total number of shares offered for sale under the Book
Building Portion, the allotment shall be made on the basis of highest bid priority that is the bid made at the
highest price shall be considered first for allotment of shares.

e) In case all the bids made above the Strike Price are accommodated and shares are still available for allotment,
such available shares will be allotted against the bids made at the Strike Price strictly on time priority basis.

The mechanism for determination of Strike Price can be understood by the following illustration.

a) Number of shares being Issued through the Book Building: 21,750,500 Ordinary Shares
b) Floor Price: PKR 37.0 per share
c) Bidding Period: January 06, 2016 to January 07, 2016
d) Bidding Time: 9:00am 5:00pm
e) Bid Entry Time: 9.00am 5.00pm
f) Bid Withdrawal Time: Any time till 4.00pm on the last day of Bidding Period
g) Bidding Revision Time: 9:00am 5:00pm, except for downward revisions which are allowed
only till 4.00pm on the last day of Bidding Period

Bid Quantity Cumulative


Price (PKR
Bidder (shares Quantity (Million Category of Order
per share)
Millions) Shares)
Institution A 59.00 3.00 3.00 Limit Price
Institution E 58.00 1.00 4.00 Limit Price
Institution B 58.50 4.00 7.00 Limit Price
Foreign Institution F 58.00 3.50 10.50 Limit Price
Individual Investor A 57.50 2.50 13.00 Step Bid
Institution C 57.00 2.75 15.75 Step Bid
Individual Investor E 56.00 4.00 19.75 Limit Price
Institution C 55.50 2.00 21.75 Step Bid
Institution B 55.00 5.00 21.75 Limit Price
Individual Investor A 54.00 2.00 23.75 Step Bid
Institution C 53.00 3.00 26.75 Step Bid

Strike Price determined Bid has been revised and placed at


Bid Withdrawn through Dutch Auction PKR 58.50 per share
Method
On the basis of the figures provided in the above illustration, according to the Dutch Auction Method, the
Strike Price would be set at PKR 55.50 per share to sell the required quantity of 21,750,500 ordinary shares.

At PKR 59.00 per share, investors are willing to buy only 3.00 million shares. Since 18.75 million shares are
still available, therefore the price will set lower.

At PKR 58.50 per share, investors are willing to buy 4.00 million shares. Since 14.75 million shares are still
available; therefore, the price will set lower.

Page 24 of 93
At PKR 58.00 per share, investors are willing to buy 3.50 million shares. Since 11.25 million shares are still
available; therefore, the price will set lower.

At PKR 57.50 per share, investors are willing to buy 2.50 million shares. Since 8.75 million shares are still
available; therefore, the price will set lower.

At PKR 57.00 per share, investors are willing to buy 2.75 million shares. Since 6.00 million shares are still
available; therefore, the price will set lower.

At PKR 56.00 per share, investors are willing to buy 4.00 million shares. Since 2.00 million shares are still
available; therefore, the price will set lower.

At PKR 55.50 per share, investors are willing to buy 2.00 million shares. Since after bidding for 2.00 million
shares at PKR 55.50 per shares no share will be available, therefore, the Strike Price will be set at PKR 55.50
per share for the entire lot of 21.75 million shares.

The Bidders, who have placed bids at prices above the Strike Price (which in this illustration is PKR 55.50
per share), will become entitled for allotment of shares at the Strike Price and the differential amount would
be refunded.

The Bidders, who have placed bids below PKR 55.50 per share, will not qualify for allotment of shares.

After allotment in the aforementioned manner, 2.00 million shares are still available for allotment. These
shares will be allotted to the Bidders who have placed bid(s) at PKR 55.50, however, for the purpose of
allotment of these 2.00 million shares preferences will be given to the Bidder who has placed the bid
earlier.

2.19. BASIS OF ALLOTMENT OF SHARES

Once the Strike Price is determined all those bidders whose bids have been found successful shall become
entitled for allotment of shares. For allocation of shares priority shall be given to the bids placed at the highest
price. The bidders, who have made bids at prices above the Strike Price, will be issued shares at the Strike
Price and the differential, if any, will be refunded. The bidders, who have made bids below the Strike Price,
shall not qualify for allotment of shares and their Margin Money shall be refunded.

For the purpose of allotment of shares, the bid(s) made at the price determined / discovered as Strike Price
through the Book Building process shall be ranked equally and preference will be given to the bidder who has
made the bid earlier.

Incase bids received at the Strike Price exceeds the number of shares allocated under the Book Building, then
preference will be given to the bidders who have made the bid earlier.

Final allotment of shares out of the Book Building portion shall be made after receipt of full subscription
money from the successful bidders; however, shares to such bidders shall be credited at the time of credit and
dispatch of shares out of the retail portion of the issue to successful applicants as per regulation 21(13) of the
Regulations.

2.20. REFUND OF MARGIN MONEY

Investors that place Bids lower than the Strike Price shall not be eligible for allotment of shares. Margin
Money of the unsuccessful Bidders shall be refunded within five (05) working days of the close of the bidding
period as required under Regulation 21(11) of the Regulations.

Page 25 of 93
The bidders, who have made bids at prices above the Strike Price, will be issued shares at the Strike Price and
the differential will be refunded, where required.

2.21. UNDERWRITING

After determination of the Strike Price the Book Runner shall within two (2) working days of the closing of
the bidding period enter into an Underwriting Agreement with the Issuer indicating the number of shares that
the Book Runner would underwrite at the Strike Price and the Underwriting Commission / Fee to be charged.

2.22. PUBLICATION OF SUPPLEMENT TO THE PROSPECTUS

In accordance with the Regulation 4(x) of the Regulations within five (5) working days of the closing of the
Bidding Period, Supplement to the Prospectus shall be published at least in all those newspapers in which
the Prospectus was earlier published and also disseminated through securities exchange where shares are to
be listed.

Supplement to the Prospectus would contain information relating to the Strike Price, the Offer Price, names
of the Underwriters for the Retail Portion of the Issue, Underwriting Commission, and Category-wise breakup
of the successful bidders along with the number of shares provisionally allocated to them.

Public subscription for the shares shall be held at any date(s) within thirty days (30) of the publication of the
Supplement to the Prospectus but not earlier than seven (7) days of such publication.

2.23. INTEREST OF THE BOOK RUNNER

The Book Runner has no interest in the Issue and Issuer other than its role as a Book Runner to the Issue.

2.24. ASSOCIATED COMPANIES AND UNDERTAKINGS OF THE ISSUER

i. Associated Companies

UINs
Name of company Status Registered office address (Incorporation /
NTN no.)
HI-TECH BLENDING WHOLLY OWNED 1-A DANEPUR ROAD GOR- 0087364 /
(PVT) LIMITED SUBSIDIARY 1, LAHORE 4247720-4
HI-TECH ENERGY (PVT) ASSOCIATED 1-A DANEPUR ROAD GOR- 0066529 /
LIMITED COMPANY 1, LAHORE 3222650-7
MAS ASSOCIATES
ASSOCIATED 1-A DANEPUR ROAD GOR- L 07610 /
(PVT) LIMITED
COMPANY 1, LAHORE 0161292-1
MAS INFOSOFT (PVT) ASSOCIATED 1-A DANEPUR ROAD GOR- L 10941 /
LIMITED COMPANY 1, LAHORE 1412089-5
ASSOCIATED FIRM 1-A DANEPUR ROAD GOR-
MAS SERVICES NIL / 1325368-9
/ AOP 1, LAHORE
GULF RUBBER
ASSOCIATED 44-A MAIN ROAD 0091776 /
PRODUCTS (PVT)
UNDERTAKING GULBERG LAHORE 4377502-5
LIMITED
SYNTHETIC PRODUCTS
ASSOCIATED 127-S, Q.I.E, TOWNSHIP, 0009432 /
ENREPRISE LIMITED
UNDERTAKING KOTLAKHPAT, LAHORE 0688349-4
101, LAHORE STOCK
MTM SECURITIES (PVT) ASSOCIATED L 09878 /
EXCHANGE BUILDING,
LIMITED UNDERTAKING 1253386-6
LAHORE

Page 26 of 93
PAK FRANCE ASSOCIATED D-118/2 KEHKASHAN 5, 0088332 /
BUSINESS ALLIANCE UNDERTAKING CLIFTON, KARACHI 4288492-6
PAK AGRO ASSOCIATED 2 ND FLOOR 1-A PLAZA, P-00158/1142661-
PACKAGING (PVT) LTD UNDERTAKING ISLAMABAD 6
HILAL MEAT
ASSOCIATED FAYYAZ MARKET, STREET 0075357
PROCESSING CO. (PVT)
UNDERTAKING NO. 9 ISLAMABAD /3704913-5
LTD
CHIP TRAINING AND PLOT NO.05, STREET NO.09
ASSOCIATED 0063808 /
CONSULTING (PVT) OPPOSITE NIH G-8/2,
UNDERTAKING 3092086-8
LTD ISLAMABAD
UJALA EDUCATIONAL ASSOCIATED 130 STREET 48, NEAR 0075019 /
TRUST UNDERTAKING MAJOR ROAD ISLAMABAD 3687334-9

Note: As required in Regulation 5(8) of the Regulations, the Associated Companies and Associated
Undertakings of the Issuer shall not in aggregate make bids for shares in excess of 5% of the Book
Building Portion.

ii. Related Employees

List of Related Employees of the Issuer


S.no Name Designation CNIC
1 Mr. Muhammad Imran CFO / Company Secretary 35202-7974957-1
2 Mr. Ahmad Shuja Country Head Sales 35202-7152979-7
3 Mr. Shahzad Sohail GM Procurement 35200-1145924-9
4 Mr. Shafqat Ali GM Associated Company 35202-2587908-9
5 Mr. Tamur Shah Senior Manager Administration 35202-9463859-5
6 Mr. Ali Khalid Head Planning and Internal Audit 37405-0634742-1
7 Mr. Omer Bajwa Manager Marketing 35202-6278237-3
8 Mr. Muhammad Ashraf Manager I.T. 35201-1247825-3
9 Mr. Qaisar Abbas Manager Sales 31303-5865802-5
10 Mr. Amjad Shahzad Manager Sales Analysis 35202-2487662-5
11 Ms. Shumaila Hameed Manager HR 35202-5378738-6
12 Mr. Omer Aftab Rana Manager Sales 35202-3015302-9
13 Mr. Fawad Nafees Manager Operations 42101-1714261-3
Mr. Syed Muhammad
14 Iftikhar Senior Manager Sales 42101-8881496-7
15 Mr. Rafique Muhammad Manager Sales 17301-5954403-7
16 Mr. Muhammad Ejaz Khattak Manager Sales 61101-1520007-5
17 Mr. Junaid Malik Manager Sales 42301-0923316-5
18 Mr. Hashim Iqbal Deputy Manager Financials 42301-4124367-3
19 Mr. Kashif Pervez Assistant Manager Corporate 35202-9051994-3
20 Mr. Hamza Assistant Manager Internal Audit 35202-3408452-9
21 Ms. Imrana Designer 35201-3583175-4

List of Board of Directors of Hi-Tech Lubricants Limited


S.no Name Designation CNIC
1 Mr. Hassan Tahir Chief Executive Officer 35202-0561257-7
2 Mr. Mohammad Basit Hassan Executive Director 35202-2936471-7
3 Mr. Mohammad Ali Hassan Non-Executive Director 35202-8680689-3

Page 27 of 93
4 Mr. Tahir Azam Non-Executive Director 35202-1586099-7
5 Mr. Shaukat Hassan Chairman Board of Directors 35202-2937890-9
6 Mr. Zalmai Azam Non-Executive Director 35202-8613893-1
7 Mr. Tabassum Munir Independent Director 35201-2475737-5
8 Dr. Safdar Ali Butt Independent Director 61101-1938034-7
9 Mr. Syed Asad Abbas Hussain Independent Director 611017-914566-9
10 Mr. Syed Mujahid Jameel Ghaznavi Non-Executive Director 61101-0907195-1

List of Related Employees of the Book Runner


S.no Name (as per CNIC) Designation UIN/CNIC
1 Mr. Muhammad Shahid Ali Chief Executive Officer 42301-0870728-7
2 Mr. Syed Kashif ul Hassan Managing Director, Investment 42301-2295321-7
Shah Banking
3 Mr. Nasim Beg Advisor to Corporate Finance 42301-5558488-3
Executive Director & Head of
4 Mr. Zeshan Afzal 42501-8031535-3
Corporate Finance
5 Mr. Rafique Bhundi Sr. Vice President, Corporate 42201-2497903-1
Finance
6 Mr. Ahmed Rajani Vice President, Corporate Finance 42201-4832681-5
7 Mr. Syed Saquib Ali Vice President, Corporate Finance 42201-4292146-1
8 Mr. Abdul Qadir Analyst, Corporate Finance 42301-2989158-1
9 Mr. Muhammad Ali Siddiqui Analyst, Corporate Finance 42501-2740531-7
10 Ms. Shaima Ghani Analyst, Corporate Finance 42201-1517006-6
11 Ms. Amira Aswani Analyst, Corporate Finance 42301-0725240-6
12 Mr. Tahir Abbas Asst. Vice President, Research 42201-9867974-9
13 Mr. Shahbaz Ashraf Head of Research 42201-3317016-7
14 Mr. Sarwar Khan Head of Compliance 54400-1389625-3
15 Mr. Sardar Khan Library Assistant, Research 42501-2640314-3
16 Mr. Saeed Ahmed Officer, Corporate Finance 42201-2425208-1

Note: As required in Regulation 11 of the Regulations, Related Employees of the Issuer and the Book
Runner shall not participate in the bidding for shares.

Page 28 of 93
2.25. STATEMENT BY ISSUER

June 08, 2015

The Managing Director, The Managing Director,


Karachi Stock Exchange Limited, Lahore Stock Exchange Limited,
Stock Exchange Building, Lahore Stock Exchange Building,
Stock Exchange Road, 19-Khayaban-e-Aiwan-e-Iqbal
Karachi. Lahore

On behalf of the Issuer, we here by confirm that all material information as required under the Companies
Ordinance, 1984 and the Listing of Companies and Securities Regulations of the Karachi Stock Exchange
Limited and Listing Regulations of Lahore Stock Exchange Limited has been disclosed in the Prospectus
and that whatever stated in the Prospectus and the supporting documents is true and correct to the best of
our knowledge and belief and that nothing has been concealed.

For and on behalf of Issuer

-sd- -sd-
_____________________ ____________________
Hassan Tahir Muhammad Imran
Chief Executive Officer Chief Financial Officer
Hi-Tech Lubricants Limited Hi-Tech Lubricants Limited

Page 29 of 93
2.26. STATEMENT BY LEAD MANAGER

June 15, 2015

The Managing Director, The Managing Director,


Karachi Stock Exchange Limited, Lahore Stock Exchange Limited,
Stock Exchange Building, Lahore Stock Exchange Building,
Stock Exchange Road, 19-Khayaban-e-Aiwan-e-Iqbal
Karachi. Lahore

Being mandated as Advisor and Lead Manager to this Initial Public Offering of Hi-Tech Lubricants Limited
through the Book Building process, we hereby confirm that all material information as required under the
Companies Ordinance, 1984, Securities Act, 2015 and Listing of Companies and Securities Regulations of
the Karachi Stock Exchange Limited and Listing Regulations of Lahore Stock Exchange Limited including
the Book Building Regulations, 2015thereof has been disclosed in this Prospectus and that whatever stated
herein and in the supporting documents is true and correct to the best of our knowledge and belief and that
nothing has been concealed.

On behalf of Arif Habib Limited

-sd-
_____________________
Zeshan Afzal
Executive Director& Head of Corporate Finance
Arif Habib Limited

Page 30 of 93
2.27. STATEMENT BY BOOK RUNNER

June 15, 2015

The Managing Director, The Managing Director,


Karachi Stock Exchange Limited, Lahore Stock Exchange Limited,
Stock Exchange Building, Lahore Stock Exchange Building,
Stock Exchange Road, 19-Khayaban-e-Aiwan-e-Iqbal
Karachi. Lahore

Being mandated as Book Runner to Initial Public Offering of Hi-Tech Lubricants Limited through the Book
Building process, we hereby confirm that all material information as required under the Companies
Ordinance, 1984, Securities Act, 2015 and the Listing of Companies and Securities Regulations of the
Karachi Stock Exchange Limited and Listing Regulations of Lahore Stock Exchange Limited including the
Book Building Regulations, 2015thereof has been disclosed in this Prospectus and that whatever stated
herein and in the supporting documents is true and correct to the best of our knowledge and belief and that
nothing has been concealed.

On behalf of Arif Habib Limited

-sd-
_____________________
Zeshan Afzal
Executive Director& Head of Corporate Finance
Arif Habib Limited

Page 31 of 93
PART 3

3 SHARE CAPITAL AND RELATED MATTERS


3.1. SHARE CAPITAL
Total (including
No. of Face value Premium
premium)
shares
(PKR) (PKR) (PKR)
AUTHORIZED CAPITAL
150,000,000 Ordinary shares of PKR 10/- each 1,500,000,000 - 1,500,000,000
ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL
12,001,000 Issued for Cash 120,010,000 - 120,010,000
Issued for consideration other than
25,000,000 250,000,000 - 250,000,000
Cash (refer to note 3.1-f)
50,002,000 Issued as fully paid bonus shares 500,020,000 - 500,020,000
87,003,000 Total Existing Paid up Capital 870,030,000 - 870,030,000
The existing issued, subscribed & paid up capital of the Company is held as follows:
SHARES HELD BY SPONSORS & DIRECTORS
28,498,900 Mrs. Uzra Tahir 284,989,000 - 284,989,000
24,748,750 Mrs. Arifa Shaukat 247,487,500 - 247,487,500
Mr. Hassan Tahir (CEO & Executive
7,500,300 75,003,000 - 75,003,000
Director)
Mr. Muhammad Ali Hassan (Non-
7,500,300 75,003,000 - 75,003,000
Executive Director)
Mr. Muhammad Basit Hassan
7,500,300 75,003,000 - 75,003,000
(Executive Director)
3,750,150 Mrs. Mavira Tahir 37,501,500 - 37,501,500
3,750,150 Mrs. Mehvish Khan 37,501,500 - 37,501,500
3,750,150 Mrs. Amna Zaidi 37,501,500 - 37,501,500
Mr. Shaukat Hassan (Chairman Board
500 5,000 - 5,000
of Directors)
Mr. Tahir Azam (Non Executive
500 5,000 - 5,000
Director)
Mr. Zalmai Azam (Non Executive
500 5,000 - 5,000
Director)
SHARES HELD BY INDEPENDENT DIRECTOR
500 Mr. Muhammad Tabassum Munir 5,000 - 5,000
500 Dr. Safdar Ali Butt 5,000 - 5,000
500 Mr. Syed Asad Abbas Hussain 5,000 - 5,000
500 Mr. Syed Mujahid Jameel Ghaznavi 5,000 - 5,000
OTHER SHAREHOLDER
500 Mr. Syed Sikandar Abbas 5,000 - 5,000
87,003,000 Total Existing Paid up Capital 870,030,000 - 870,030,000
PRESENT ISSUE
Allocation to Eligible Investors
21,750,500 through book building process at a 217,505,000 587,263,500 804,768,500
strike price
7,250,500 General Public 72,505,000 195,763,500 268,268,500
29,001,000 Total Present Issue Paid Up Capital 290,010,000 783,027,000 1,073,037,000
116,004,000 Total Post Issue Paid Up Capital 1,160,040,000 783,027,000 1,943,067,000
* The premium in the capital structure is on the basis of Floor Price of PKR 37.00/- per share.

Page 32 of 93
Notes:

a) As per rule 3 (II) (i) of The Companies (Issue of Capital) Rules, 1996, the fixed capital expenditure
related to investment in retail outlets and additional filling lines shall be entirely financed by equity.
b) The rules 3 (II) (ii) and 3 (II) (iii) of The Companies (Issue of Capital) Rules, 1996 are not applicable
to the Company as the expansion plan being implemented by the Company is a brownfield project
and not a green field project.
c) In case the Issuer does not receive bids for the number of shares allocated under the Book Building
Portion, at the Floor Price, the offer shall be cancelled and the same shall be immediately intimated
to the Commission, all the securities exchanges and the Designated Institution and the Margin Money
shall be refunded to the bidders immediately but not later than two working days of the closing of the
Bidding Period.
d) As per rule 3 (II) (v) of The Companies (Issue of Capital) Rules, 1996, the sponsors shall retain at
least 25% of the capital of the Company for a period of five years from the date of public subscription.
Consequently, the sponsors have undertaken to retain 25% shares collectively from their existing
shareholding.
e) As per regulation 5.4.5(a) of the Listing of Companies and Securities Regulations of KSE and
regulation 6(A) 7 of the Listing Regulations of LSE, sponsors shareholding in excess of 25% of the
capital of the Company is not saleable for a period of six (06) months from the date of public
subscription.
f) On 01 July 2011, the Company entered into an agreement for takeover with the partners of Hi-Tech
Lubricants, a registered partnership firm (the Firm) and took over all the business, assets and
liabilities of the Firm against consideration of issuance of shares of the Company amounting to PKR
250,000,000 divided into 2,500,000 ordinary shares of PKR 100 each.:
g) Auditor in its certificate dated August 01, 2011 has confirmed compliance of rule 8 of the Companies
(Issue of Capital) Rule, 1996 for issue of shares for consideration other than cash
h) Quarterly progress reports related to the implementation of expansion plan shall be submitted to KSE,
LSE and SECP.
3.2. OPENING AND CLOSING OF THE SUBSCRIPTION LIST

The subscription list will open for 04 days at the commencement of banking hours on January 25, 2016
and will close on January 27, 2016 at the close of banking hours*. Please note that online applications
can be submitted 24 hours a day during the subscription period which will close at midnight on January
27, 2016.

*In order to facilitate investors, United Bank Limited (UBL) & Summit Bank Limited are providing
facility of electronic submission of application (eIPO) to its account holders. United Bank Limited
account holders can use United Bank Limited Net Banking to submit their application via link
http://www.ubldirect.com/corporate/ebank. and Summit Bank Limited account holders can use Net
Banking to submit their application via link https://ib.summitbank.com.pk

3.3. INVESTOR ELIGIBILITY FOR PUBLIC ISSUE

Eligible investors include:


a) Pakistani citizens residing in or outside Pakistan or persons holding two nationalities including
Pakistani nationality;
b) Foreign nationals whether living in or outside Pakistan;

Page 33 of 93
c) Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan
(to the extent permitted by their respective constitutive documents and existing regulations as the case
may be);
d) Mutual funds, provident/pension/gratuity funds/trusts (subject to the terms of their respective trust
deeds and existing regulations); and
e) Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

3.4. FACILITIES AVAILABLE TO NON-RESIDENT PAKISTANI AND FOREIGN


INVESTORS

Non-resident Pakistani investors and foreign investors may subscribe for the shares being issued through this
Prospectus by using their SCRA. For details please see Chapter 20 of the Foreign Exchange Manual of the
State Bank of Pakistan. Under Section 7(i) of Chapter 20 of the said Manual, Companies issuing shares out
of new public Issues on repatriable basis, as permitted under sub para (B) (I) of paragraph 6, may open foreign
currency collection accounts with banks abroad or in Pakistan for receiving the subscription in foreign
currency. They may also allow refunds from these accounts to unsuccessful applicants.

Foreign investors do not require any regulatory approvals to invest in the shares being issued through this
Prospectus. Payment in respect of investment in the shares of the Company has to be made in foreign currency
through an inward remittance or through surplus balances in SCRA. Local currency cash account(s) opened
for the purpose of Foreign Portfolio Investment (FPI) is classified as SCRA. There is no restriction on
repatriation of sale proceeds and dividend payouts on shares. Underlying client names/beneficial owners are
required to be disclosed at depository level.

A. Key Documents required for individual(s):


(i) Account opening request; and
(iii) Passport / ID.

B. General documentations required for opening of SCRA account by institutional investors are:
(i) Account opening request;
(ii) Board Resolution & Signatories list;
(iii) Passport / ID of Board of Directors;
(iv) Passport/ID of all authorized signatories;
(v) Certificate of Incorporation (COI) or equivalent document (like Trade Registry Certificate,
Business Registration Certificate, and Certificate of Commencement of Business);
(vi) Memorandum & Articles of Association;
(vii) Withholding tax registration certificate / Certificate of country of domicile of client;
(viii) Latest Annual Report;
(ix) List of Board of Directors; and
(x) List of Shareholders (greater than 10% holdings) and key officers.

It is however pertinent to note that the procedure and requirements of each financial institution with respect
to opening of SCRA differs, hence it is advised to make a prior request for the procedure from concerned
financial institution.

Payments made by foreign investors must be supported by proof of receipt of foreign currency through normal
banking channels. Such proof must be submitted along with the Application by the foreign investors.

3.5. MINIMUM AMOUNT OF APPLICATION AND BASIS FOR ALLOTMENT OF SHARES


OUT OF THE PUBLIC PORTION OF THE ISSUE

The basis and conditions of allotment to the general public shall be as follows:

Page 34 of 93
(a) Application for shares must be made for 500 shares or in multiple of 500 shares only. Applications which
are neither for 500 shares nor for multiples of 500 shares shall be rejected.

(b) The minimum amount of application for subscription of 500 shares in case of physical transfer is Issue
Price x 500 shares and in case of transfer under the book entry system is Issue Price x 500 shares-.

(c) Application for shares below the total value of Issue Price x 500 shares-in case of shares in physical form
and Issue Price x 500 shares in case of shares in the book entry form shall not be entertained.

(d) SUBMISSION OF FALSE AND FICTITIOUS APPLICATIONS ARE PROHIBITED AND


SUCH APPLICATIONS MONEY MAY BE FOREFIETED UNDER SECTION 87(8) OF THE
SECURITIES ACT, 2015.

(e) If the shares issued to the general public are sufficient to accommodate all applications, all applications
shall be accommodated.

(f) If the shares applied for by the general public are in excess of the shares being issued to them, the
distribution shall be made by computer balloting, in the presence of the representative(s) of the KSE and
LSE in the following manner:

(i) If all applications for 500 shares can be accommodated, then all such applications shall be
accommodated first. If all applications for 500 shares cannot be accommodated, then balloting will
be conducted among applications for 500 shares only.

(ii) If all applications for 500 shares have been accommodated and shares are still available for allotment,
then all applications for 1,000 shares shall be accommodated. If all applications for 1,000 shares
cannot be accommodated, then balloting will be conducted among applications for 1,000 shares only.

(iii) If all applications for 500 shares and 1,000 shares have been accommodated and shares are still
available for allotment, then all applications for 1,500 shares shall be accommodated. If all
applications for 1,500 shares cannot be accommodated, then balloting will be conducted among
applications for 1,500 shares only.

(iv) If all applications for 500 shares, 1,000 shares and 1,500 shares have been accommodated and shares
are still available for allotment, then all applications for 2,000 shares shall be accommodated. If all
applications for 2,000 shares cannot be accommodated, then balloting will be conducted among
applications for 2,000 shares only.

(v) After the allotment in the above mentioned manner, the balance shares, if any, shall be allotted in the
following manner:

If the remaining shares are sufficient to accommodate each application for over 2,000 shares, then
2,000 shares shall be allotted to each applicant and remaining shares shall be allotted on pro-rata
basis.
If the remaining shares are not sufficient to accommodate all the remaining applications for over
2,000 shares, then balloting shall be conducted for allocation of 2,000 shares each to the
successful applicants

(g) If the Issue is over-subscribed in terms of amount only, then allotment of shares shall be made in the
following manner:
(i) First preference will be given to the applicants who applied for 500 shares;
(ii) Next preference will be given to the applicants who applied for 1,000shares;
(iii) Next preference will be given to the applicants who applied for 1,500 shares;

Page 35 of 93
(iv) Next preference will be given to the applicants who applied for 2,000 shares; and then
(v) After allotment of the above, the balance shares, if any, shall be allotted on pro rata basis to the
applicants who applied for more than 2,000 shares.
(h) Allotment of shares will be subject to scrutiny of applications for subscription of shares.

(i) Applications, which do not meet the above requirements, or applications which are incomplete, will be
rejected.

3.6. REFUND OF SUBSCRIPTION MONEY TO UNSUCCESSFUL APPLICANTS

The Company shall take a decision within ten (10) days of the closure of subscription list as to which
applications have been accepted or are successful and refund the money in cases of unaccepted or unsuccessful
applications within ten (10) days of the date of such decision, as required under Section 71 of the Ordinance.

As per sub-section (2) of Section 71 of the Ordinance, if refund as required under Sub-section (1) of Section
71 of the Ordinance is not made within the time specified therein, the Issuer shall be liable to repay the money
with surcharge at the rate of 1.5%, for every month or part thereof from the expiration of the 15th day and in
addition to a fine not exceeding PKR 5,000/- and in case of continuing offense to a further fine not exceeding
PKR 100/- per day after the 15th day of which the default continues. Provided that the Issuer shall not be
liable if it proves that the default in making the refund was not on its own account and was not due to any
misconduct or negligence on its part.

3.7. CREDIT AND DISPATCH OF SHARE CERTIFICATES

The Company, will dispatch share certificates to successful applicants through their Bankers to the Issue or
by crediting the respective Central Depository System (CDS) accounts of the successful applicants within
thirty (30) days of the close of public subscription, as per Listing of Companies and Securities Regulations of
the KSE and Listing Regulations of the LSE.

Shares will be issued either in scrip-less form in the CDS of CDCPL or in the shape of physical scripts on the
basis of option exercised by the successful applicants. Shares in the physical scripts shall be dispatched to the
Bankers to the Issue within thirty (30) days from the date of close of subscription list, whereas scrip-less
shares shall be directly credited through book entries in the respective accounts maintained with the CDCPL.

The applicants who opt for receipt of shares in scrip-less form in CDS should fill in the relevant columns of
the Application Form. In order to exercise the scrip-less option, the applicant(s) should have CDS account at
the time of subscription.

If the Issuer makes a default in complying with the above requirements, they shall pay to the KSE and LSE a
penalty of PKR 5,000/- per day for every day during which the default continues. The KSE and LSE may also
notify the fact of such default and the name of the Company by notice and also by publication in its ready-
board quotation of the KSE and LSE.

The name of the Company be notified to the members of the KSE and LSE and placed on the website of the
KSE and LSE.

3.8. TRANSFER OF SHARES

a) Physical Scrips

Under the provisions of Section 77 of the Ordinance, the Directors of the Company shall not refuse to transfer
any fully paid share unless the transfer deed is, for any reason, defective or invalid or is not accompanied by
the relevant share certificate. Provided that the Company shall within thirty (30) days from the date on which

Page 36 of 93
the instrument of transfer was lodged with it, notify the defect or invalidity to the transferee who shall, after
the removal of such defect or invalidity, be entitled to re-lodge the transfer deed with the Company.

b) Transfer under book entry system

The shares maintained with the CDS in the book entry form shall be transferred in accordance with the
provisions of the Central Depositories Act, 1997 and the CDCPL Regulations.

3.9. SHARES ISSUED IN PRECEDING YEARS

Number of Amount
Date of Allotment Par Value Considerations
shares (Par Value)
September 01, 2008 6 100.00 600 Initial subscription for Cash
May 01, 2011 94 100.00 9,400 For consideration in Cash
August 06, 2011 2,500,000 100.00 250,000,000 *For Consideration other than Cash
June 29, 2014 5,000,200 100.00 500,020,000 Bonus Issue
7,500,300 100.00 750,030,000 Sub Total before splitting
April 01,2015 75,003,000 10.00 750,030,000 10:1 Split of Shares
April 25, 2015 12,000,000 10.00 120,000,000 For Cash
TOTAL 87,003,000 10.00 870,030,000
Note: There has been no other issue of shares otherwise than in cash other than those mentioned above.
Furthermore, the Company has not so far issued any shares against goodwill and other intangible assets. For
further details, please refer to above para.

*Shares issued against takeover of Hi-Tec Lubricants, a partnership firm. Net assets of the firm as of June 30,
2011, were as follows.
Net Assets PKR
Assets
Property & equipment 71,516,676
Long germ security deposits 13,484,194
Investments 13,057,785
Stock-in-trade 152,824,383
Trade debt 127,861,218
Other receivables 2,542,998
Loans, advances, accrued interest 92,732,264
Short term deposits and prepayments 3,630,616
Cash and bank balance 84,317,164
TOTAL ASSETS 561,967,298

Liabilities
Loans from partners 41,687,073
Liabilities against subject to finance lease 11,464,208
Current portion of non-current liabilities 12,854,176
Long term deposits 580,000
Trade & other payables 238,297,755
Provision for taxation 7,084,086
TOTAL LIABILITIES 311,967,298

Page 37 of 93
Net Assets PKR

NET ASSETS 250,000,000

3.10. PRINCIPAL PURPOSE OF THE PUBLIC ISSUE

At present, the Company is in the business of distribution of lubricants under the brand name of ZIC. The
Company is an exclusive distributor and Commission agent of SK Lubricants in Pakistan. The Company has
entered into a Sales and Distributor Agreement with SK Lubricants. The Company plans to offer state of the
art retail outlets across Pakistan with multitude of unique services and also plans to install additional filling
lines at the blending plant of its subsidiary.

HTLLs forward integration, expansion into retail service centers, will enable its products to be sold directly
to the end customer with loyalty programs to benefit end users. This investment & business expansion plan
offers multitude of opportunities to strengthen the local business line in Pakistan. HTLL envisages a total
estimated investment requirement of PKR 1,250 million, break-down of which is as follows:

Proceeds Utilization PKR Million


Investment in Company
Land 470
Building 128
Plant, Machinery & Equipment 139
Pre-operating costs 33
Working Capital 280
Sub-total (funds required by HTLL) 1,050
Investment in 100% owned subsidiary
Additional Filling Lines for Blending Plant, Hi-Tech Blending (Pvt.) Limited 200
Total Requirement 1,250
IPO Proceeds 1,073
Internally generated resources, if required 177

Tentative Plan and Current Status for Retail Outlets and Additional Filing Lines:
HTLL plans of 2015-16 covers 37 grand outlet openings in 11 major cities of Pakistan out of which 29 outlet
will be rented and 8 outlet will be owned. Area surveys are being conducted by HTLL. Proceeds from IPO
will be invested in Hi-Tech Service centers that includes launch of 8 owned outlets in Lahore (3), Gujranwala
(1), Faisalabad (1), Islamabad (1) and Karachi (2) during 2015-16. Over a period of 5 years, HTLL plans to
open 75 retail outlets (including 67 rented) across 16 major cities of Pakistan. For further details of service
centers & roll out plan please refer section 5.5.

The following table shows the categories of equipment that will be installed at the service centers along with
the estimated cost during the year 2015 16:
Components (PKR) Silver Gold Platinum
Oil Change Equipment 65,000 130,000 130,000
Car Wash/ Service Equipment 750,000 750,000 900,000
Auto Mechanic Equipment 312,000 312,000 312,000
Other Machinery and equipment - 1,830,000 6,395,000
Electricity equipment 95,000 170,000 960,000
IT/Display Others 430,000 715,000 1,410,000

Page 38 of 93
Total 1,652,000 3,907,000 10,107,000
NO. OF ZIC SERVICE CENTERS 20 11 6
Servers 200,000 1,000,000 800,000
TOTAL COST OF ZIC SERVICE CENTERS 33,240,000 43,977,000 61,442,000
GRAND TOTAL 138,659,000

Roll Out Plan of Service Centers for the Year 2015-16:

8 Owned Centers Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16

Land Identification

Land Acquisition

Documentation

Layout

Site Development

Opening

29 Rented Centers Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16

Area Identification

Rental Agreement

Layout

Site Development

Opening

Following the possession of land either through acquisition or rent, the following indicative timelines are
required to bring a service center online:
Milestone Time Horizon
Layout / Designing 3-4 Weeks
Civil Construction 9- 12 Weeks
Machinery Installation 3 Weeks
Furniture and Fixtures 2 Weeks
Pre-Launch Marketing 1-2 Weeks

HTLL has incorporated a 100% wholly owned subsidiary named Hi-Tech Blending (Pvt.) Limited with a total
investment of PKR 776 million as of June 30, 2015. The upcoming Plant is an integrated unit Producing
International Standard Specifications Lubricants in HDPE bottles, filling, capping & labeling of finished
products on an automated high accuracy filling line. As per the agreement between HTLL and SK Lubricant,
HTLL is allowed to invest in a blending plant.

The project cost for setting up blending plant was 1.7 billion. Now, HTLL also plans to invest further in the
HTBL (a wholly owned subsidiary) to introduce Jerry Can and Drum filling lines from the proceeds of the
IPO. HTLL envisages an estimated cost of additional filling lines to PKR 200 million

Page 39 of 93
The company plans to procure machinery & equipment from the following vendors for the additional fling
lines, breakdown of which is as follows.

Freight,
Duty & PKR in
Component Vendor Origin Currency FOB Total
Taxes Millions
21%
South
Drum Filling Packon US$ 68,800 14,448 83,248 8.7
Korea
Drum Full Shine
Taiwan US$ 433,600 91,056 524,656 55.0
Manufacturing engineering
Jerry Can South
Packon US$ 132,500 27,825 160,325 16.8
Filling Korea
Jerry Can ACE South
US$ 320,000 67,200 387,200 40.7
Manufacturing Corporation Korea
Transformer Meier-
Germany EURO 198,650 41,717 240,367 27.9
Oil Group
Master Batch Torninova Italy EURO 199,950 41,990 241,940 28.1
Local
23
Components
Total 200

The implementation schedule for the additional filing line is mentioned below. For further details please refer
section 5.5.

Implementation schedule for the Additional Filing lines:


Milestone Schedule
Identification of supplier & quotation July 2014 - March 2015
Final negotiation November 2015
LC opening December 2015
Pre-shipment March 2016
Shipment April 2016
Installation June 2016
Test run July 2016
Commercial run August 2016

3.11. INTEREST OF SHAREHOLDERS

None of the subscribers of the issued shares of the Company have any special or other interest in the property
or profits of the Company other than as shareholders of the Ordinary Shares in the capital of the Company.

3.12. DIVIDEND POLICY

The Company has paid dividends from the Financial Year 2012 to date and going forward the Company
intends to follow a consistent profit distribution policy for members, subject to the profitability, availability
of adequate cash flows and shareholder approval. Detail of dividends history for the last five years is presented
below.

Page 40 of 93
Year ended 30th Cash dividend
S.no Bonus Issue
June (Rs. Per share)

1 2011 - -
2 2012 1.83 -
3 2013 2.90 -
4 2014 2.50 200%
5 2015* 1.81 -
Note: dividends are adjusted to the face value of PKR 10/share
*Dividends are up to period ended June 30th, 2015.

The rights in respect of capital and dividends attached to each share are and will be the same. The Company
in its general meeting may declare final dividends but no dividends shall exceed the amount recommended by
the Directors. Dividend, if so declared, shall be paid according to the terms of the provisions of the Ordinance.

The Directors may from time to time pay to the members such interim dividends as appear to the Directors to
be justified by the profits of the Company. No dividends shall be paid otherwise than out of the profits of the
Company.

No unpaid dividends shall bear interest or mark-up against the Company. The dividends shall be paid
within the period prescribed under the Ordinance.

Those investors who intend that their cash dividend, if any, is directly credited in their Bank Account,
may fill-in the relevant part of the shares subscription Form under the heading, Dividend Mandate
Option.

The Bidders may fill-in the part of the Bidding Form under the heading, Dividend Mandate to enable
the Company to directly credit their cash dividend, if any, in their respective Bank Accounts.

3.13. ELIGIBILITY FOR DIVIDEND

The shares being issued shall rank paripassu with the existing shares in all matters, including the right to such
bonus or right issue and dividend as may be declared by the Company subsequent to the Issue of such shares.

3.14. DEDUCTION OF ZAKAT

Income distribution will be subject to deduction of Zakat at source, pursuant to the provisions of Zakat and
Ushr Ordinance, 1980 (XVIII of 1980) as may be applicable from time to time (except where the Ordinance
does not apply to any shareholder or where such shareholder is otherwise exempt or has claimed exemption
from payment/deduction of Zakat in terms of and as provided in that Ordinance).

3.15. CAPITAL GAINS (SECTION 37-A)

Capital gains derived from the sale of listed securities are taxable in the following manner under Section 37A
of the Income Tax Ordinance, 2001.

Tax Rate
Holding period of securities
more than twenty four
less than more than twelve months and
S. No. Tax Year months but less than 4
twelve months less than twenty four months
years

Page 41 of 93
1 2015-16 15.00% 12.50% 7.50%

3.16. WITHHOLDING TAX ON DIVIDENDS

Dividend distribution to shareholders will be subject to withholding tax under section 150 of the Income Tax
Ordinance, 2001 specified in Part 1 Division III of the First Schedule of the said Ordinance or any time to
time amendments therein. In terms of the provision of Section 8 of the said Ordinance, said deduction at
source, shall be deemed to be full and final liability in respect of such profits in case of individuals only. The
following are the rates:

(a) For filer of Income Tax Returns: 12.50%


(b) For nonfiler of Income Tax Return: 17.50%

3.17. TAX ON BONUS SHARES

As per section 236M of the Income Tax Ordinance 2001, tax at the rate of 5% of the value of bonus shares
determined on the basis of the day end price on the first day of book closure shall be collected by the company
issuing the bonus shares, which will be the final tax liability on such income of the shareholder.

3.18. INCOME TAX

The income of the company is subject to Income Tax under the Income Tax Ordinance, 2001.

3.19. DEFERRED TAXATION

Deferred tax is accounted for using the balance sheet approach providing for temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax
purposes. In this regard, the effect on deferred taxation of the portion of income that is subject to final tax
regime is also considered in accordance with the treatment prescribed by the Institute of Chartered
Accountants of Pakistan. Deferred tax is measured at rates that are expected to be applied to the temporary
differences when they reverse, based on laws that have been enacted or substantively enacted by the reporting
date. A deferred tax liability is recognized for all taxable temporary differences. A deferred tax asset is
recognized for deductible temporary differences to the extent that future taxable profits will be available
against which temporary differences can be utilized. Deferred tax assets are reviewed at each reporting date
and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

The Company has deferred tax liability balance of PKR 8.7 Million as at June 30, 2015.

3.20. SALES TAX ON SALE/PURCHASE OF SHARES

Under the Constitution of Pakistan and Articles 49 of the 7th NFC Award the Government of Sindh,
Government of Punjab and the Government of Khyber Pakhtunkhwa have promulgated the Sindh Sales Tax
through Services Act, 2011, Punjab Sales Tax through Services Act, 2012 and the Khyber Pakhtunkhwa Sales
Tax through Khyber Pakhtunkhwa Finance Act, 2013 respectively. The Sindh Revenue Board, the Punjab
Revenue Authority and the Khyber Pakhtunkhwa Revenue Authority administer and regulate the levy and
collection of the Sindh Sales Tax (SST), Punjab Sales Tax (PST) and Khyber Pakhtunkhwa Sales Tax
(KST) respectively on the taxable services provided or rendered in Sindh, Punjab or Khyber Pakhtunkhwa
respectively.

The value of taxable services for the purpose of levy of sales tax is the gross commission charged from clients
in respect of purchase or sale of shares in a Stock Exchange. The above mentioned Acts levy a sales tax on
Brokerage at the rate of 14% in Sindh and in Punjab the tax rate is 16%.Sales tax charged under the
aforementioned Acts is withheld at source under statutory requirements.

Page 42 of 93
3.21. CAPITAL VALUE TAX (CVT) ON PURCHASE OF SHARES

Pursuant to amendments made in the Finance Act, 1989 through Finance (Amendments) Ordinance, 2012
promulgated on April 24, 2012, 0.01% Capital Value Tax will be applicable on the purchase value of shares.

3.22. TAX CREDIT FOR INVESTMENT IN IPO

Under Section 62 of the Income Tax Ordinance, 2001, a resident person other than a Company, shall be
entitled to a tax credit for a tax year, as per the prescribed formula under the law, in respect of the cost of
acquiring in the year, new shares offered to the public by a public company listed on a stock exchange in
Pakistan, provided the resident person is the original allottee of the shares or the shares are acquired from the
Privatization Commission of Pakistan.

As per section 62(3) (b) of the Income Tax Ordinance, 2001, the time Limit for holding shares has been
designated as 24 months to avail tax credit.

3.23. TAX CREDIT FOR ENLISTMENT

Tax credit for enlistment Under Section 65C of the Income Tax Ordinance, 2001, tax credit at 20% of the tax
payable shall be allowed for the tax year in which a Company is listed on a Stock Exchange in Pakistan

3.24. JUSTIFICATION FOR THE PREMIUM

Commanding Market Position in High End Lubricant Segment

HTLLs salient feature has been to offer high-end synthetic products in price savvy market with a vision to
attract and retain the customers based on quality. The availability of imported lubricants in the market with a
wide-spread channel and high reliability of the end user has helped HTLL to gain competitive edge with the
leading position in the market.

The overall market share of HTLL has increased significantly in the last 3 years to around 7%. In the Passenger
Car Motor Oil (PCMO)) segment, HTLL commands a market share of around 16% and the future forecast
to lead the competition is quite promising. One of the many reasons to achieve such a phenomenal growth
trend has been the product quality and import of finished lubricants from SK Lubricants of South Korea which
owns of worlds largest petrochemical complex.

Stellar Growth

As a result of HTLLs experience in grass root marketing, the strong and motivated field staff with extensive
network of distributors all over the country, sales have increased by 2.4x from PKR 2,250mn in FY10 to PKR
5,467mn in FY015.

Sales (PKR mn)


5,274 5,467
4,265 4,597
3,316
2,250

2010* 2011* 2012 2013 2014 2015


*In 2010 and 2011, the business carried by the partnership firm which was taken over by HTLL in 2011 (refer to note 3.1(f))

Page 43 of 93
Strong Distribution Network

For the retail automotive sector, the Company has a network of more than 150 distributors across
all major cities of Pakistan spanning from Karachi to Peshawar including Gilgit Baltistan and Azad Jammu
and Kashmir.

Profitability& Stable Margins

Sales growth successfully translated into Companys profitability with gross margin averaging at
24.7%.EBITDA increased from PKR 319 million in FY10 to PKR 555 million in FY15 (margin of 10.2%)
and net profit increased from PKR 250 million in FY10 to PKR 338 million in FY15 (margin of 6.2%).

555
514
433 445
399
319 338
300 302
250 264 270

2010* 2011* 2012 2013 2014 2015

EBITDA (PKR mn) Net Income (PKR mn)

*In 2010 and 2011, the business carried by the partnership firm which was taken over by HTLL in 2011 (refer to note 3.1(f))

Page 44 of 93
World Renowned Manufacturer & Supplier - SK Lubricants of South Korea

As the exclusive distributor and commission agent in Pakistan, HTLL imports lubricants from the world
renowned SK Corporation of South Korea, which has the single largest Petrochemical Chemical Complex in
the world, having the state of the art upstream and downstream manufacturing facilities.SK Lubricants has
the highest market share in the South Korean lubricant automotive market and widespread distribution
channel. SK Group is the 3rd largest conglomerate in South Korea and ranked 70th on the world Forbes
list.

SKs global presence is shown below:

Certifications

HTLL is operating under the following certifications:


ISO 9001 Quality Standards
EMS 14001 Environment Standards
API Certification

Promising Future Outlook

HTLL continues to invest in future growth and plans to enter into the retail service center market. In backward
integration, blending plant will ensure right product to be delivered in time with enough storage to facilitate
future growth. The investment in blending plant will open new avenues to market HTLLs products and will
help to penetrate in industrial / OEM segment. Further, the state of the art production plant will also enable
HTLL to supply lubricants to the government sector.

Within the blending plant, HTLL is also expanding into bottle manufacturing by adding 10 Liters / 20 liters
Jerry Can and 200 Liters Plastic Drum production facility. Simultaneously new filling lines will be added to
support these packaging. Quality has to be checked at each and every stage of storage and filling. Therefore a
full fledge lab of international standard is going to be established which will ensure product quality to meet
API/SAE Standards.

Page 45 of 93
HTLLs forward integration, expansion into retail service centers, will enable its products to be sold directly
to the end customer with loyalty programs to benefit end users. A three tier model will be introduced based
on retail outlets across Pakistan. This one stop shop model will enhance HTLLs reach and provide a wide
variety of products available to its valued customers

Page 46 of 93
PART 4

4 UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES

4.1. UNDERWRITING

Book Building Portion

Arif Habib Limited has been mandated to act as the Book Runner to the Issue. The Book Runner shall
underwrite the Book Building Portion of the Issue of 21,750,500 ordinary shares as required under
Regulation 20(2)(viii) of the Regulations with limitations (in effect that the Book Runner shall only
underwrite the default portion of the Book Building, if any) to Regulation 20(2)(ii) of the Regulations at
the Strike Price determined through the Book Building process.

In the opinion of the Directors, the resources of the Underwriter are sufficient to discharge its
underwriting obligations/commitments.

Public Portion

As required under Rule 4(iii) of the Companies (Issue of Capital) Rules, 1996, the General Public Portion of
the Issue of 7,250,500 ordinary shares will be underwritten and within five (05) working days from the
close of Bidding Period, the names of the Underwriters will be published in the supplement to the
Prospectus in at least in all those newspapers in which the Prospectus was earlier published and also
disseminated through securities exchange where shares are to be listed.

4.2. UNDERWRITING COMMISSION

No underwriting commission will be paid for the amount of Book Building portion underwritten by the
Book Runner. Amount of security deposited by the defaulting Bidder shall however, be forfeited to the
Book Runner.

For general public portion, the underwriters will be paid an underwriting commission at the rate of 1.50%
of the amount of Issue underwritten by them. In addition, a take up commission at the rate of 1.50% shall
be paid to the underwriters on the value of shares required to be subscribed by them by virtue of their
respective underwriting commitments.

4.3. BUY BACK/REPURCHASE AGREEMENT

The underwriters have not entered into any buy back/re-purchase agreement with the issuer or any other
person in respect of this public issue.

Also, neither the issuer nor any of their associates have entered into any buy back/repurchase agreement with
the underwriters or their associates. The issuers and their associates shall not buyback/repurchase shares from
the underwriters and their associates.

4.4. COMMISSION TO THE BANKERS TO THE ISSUE

A commission at the rate of 0.50% of the amount collected on allotment in respect of successful applicants
will be paid by the Issuer to the Bankers for services to be rendered by them in connection with this Issue plus
Out of Pocket expenses, if any.

Page 47 of 93
4.5. BROKERAGE

For this issue, the Issuer will pay brokerage to the TREC holder of KSE, LSE and ISE at the rate of 1% of the
value of shares (including premium if any) on successful applicants. No brokerage shall be paid to the TREC
holders in respect of shares taken up by the underwriters by virtue of their underwriting commitments.

4.6. EXPENSES TO THE ISSUE

The expenses of this Issue are estimated around PKR 48.182 million. All such expenses are to be borne by
the Issuer. Details of the approximate expenses are mentioned below:

Expenses Rate Amount (PKR)


Financial Advisors and Lead Managers 1.10% 11,803,407
Underwriting Arrangement (For Public Portion only) 0.25% 670,648
Book Runner Fee (For Book Building Portion only) 0.50% 4,023,889
Underwriting Commission*(For Public Portion only) 1.50% 4,023,889
Take up Commission*(For Public Portion only) 1.50% 4,023,889
Brokerage to Members of the Stock Exchange (for public offering 1.00% 10,730,370
including book building portion)*
Bankers to the Offer Commission* 0.25%~0.5% 3,353,241
Marketing, Printing, Publication, and Miscellaneous, (tentative) 4,000,000
Stock Exchanges Initial Listing Fee, Annual Listing Fee, Service 2,142,344
Charges and Software Charges
SECP Application and Processing Fee 200,000
CDC Charges 960,000
Registrar/Balloting Agent 250,000
Legal Advisory and Documentation 1,000,000
Miscellaneous 1,000,000
Total 48,181,676
*Represent maximum amount that is expected to be paid based on the Floor Price of PKR 37.0 per share
**These amounts do not include Sindh Sales Tax, as mentioned in section 3.20, wherever applicable

Page 48 of 93
PART 5

5 HISTORY, PROSPECTS AND RISK FACTORS

5.1. BRIEF HISTORY HI-TECH LUBRICANTS LIMITED

HTLL is in the business of, as an exclusive distributor and commission agent of SK Lubricants, sale of
lubricants under the brand name of ZIC in Pakistan. The business was established as a partnership firm in
1997 which was taken over by Hi-Tech Lubricants (Pvt.) Limited in 2011. HTLL was incorporated in
September 01, 2008 as a Private Limited Company.

The Company was converted from Private Company into Public Unlisted Company on December 12, 2011.

2015
Revenues have
2014 crossed PKR 5.4bn
mark with a PCMO
Implemented oracle and total market
2013 financials to share of 16%. and
improve MIS and 7% respectively.
Backward performance and
2000 integration, set-up a online sales via
blending plant internet
Expanding the
1997 distribution network
other cities and
Commenced established regional
business as a offices in Karachi
partnership firm and & Islamabad
established its
distribution network
in Lahore

1997: Business Established

Hi-Tech Lubricants (Hi-Tech) was formed as an Association of Persons (AOP) in March, 1997 to market
lubricants, imported from YU Kong Ltd (Now known as SK Lubricants Ltd.), South Korea in sealed cartons,
in Pakistan. During the early days Hi-Tech established its own distribution in Lahore and created a sales team
to educate the local market on the use of synthetic lubricants.

2000: Expansion Year

With 3 years of local marketing experience, the business was ready to expand its footprint to other cities of
Pakistan. In 2000, Hi-Tech established its regional offices in Islamabad and Karachi with a dedicated sales
force to handle local operations of those regions.

It was a big ask to an unknown brand and a young company to compete against the industry giants. Hi-Techs
management with focus and hard work achieved its challenges / milestones with effective controls. New door-
to-door delivery systems were introduced to lubricant retailers and they were offered credit on product
deliveries. Education was given to the resellers and end customers on lubricant grade/applications. All
mediums were used to educate the user and seller of lubricants. Their sales team played a pivotal role in
creating ZIC as a premium lubricant household name in Pakistan.

Page 49 of 93
2010: ISO Certification

HTLL became an ISO certified Company and they delivered as per as per 9001:2008 quality standards with
excellent quality management system in place. They followed the principles to engage with the customers,
sell products and retained sustainability. Their channels for supply chain and sales became risk free with more
than 400 dedicated field force & support teams offering satisfaction at the doorstep of customers.

2011: Takeover of AOP by Private Limited Company

In 2011, the AOP was bought over by Hi-Tech Lubricants (Pvt.) Limited which in the same year was
converted into a public unlisted company, now known as Hi-Tech Lubricants Limited (HTLL).

2013: Investment in Blending Plant

In 2013, HTLL diversified from trading to manufacturing and decided to invest in a wholly owned subsidiary,
Hi-Tech Blending (Pvt.) Limited, to set up a state of the art blending plant in Bhai Kot adjacent to Sunder
Industrial Estate, Lahore.

The investment in blending will give HTLL the benefits of importing in bulk as compared to sealed cartons,
hence reducing cost of lubricants and savings in other overheads. The new plant will also produce its own
HDPE bottle/Cap and filling lines for lubricant bulk imports.

The local filling and bottle manufacturing will open new avenues for HTLL sales to not only OEMs and
institutions but also in Plastic related products manufacturing /trading. The Company will have the ability to
market lubricants to different automotive and industrial brands. Moreover, filling and packaging can be done
on different Shop Keeping Units (SKUs). Government sector clients will be another addition to HTLL
portfolio due to indigenous status.

The details of the plant are as follows:

Ownership 100% wholly owned subsidiary of HTLL


Land 29Acres
Blending Capacity 30,000 MT per annum
Tankage 3,600 (KL)/ 3,200 MT per annum
Blow Moulding 4,000 MT per annum
Injection Moulding 1,500 MT per annum
Total project cost PKR 1.7 Billion*
Debt: Equity 38:62
Estimated Completion 4Q 2015
Commercial Run 1Q 2016
*This excludes the project cost of additional filling lines i.e. PKR 200 million.

2014: Oracle Financial and Business Intelligence Implementation

In order to follow the best practices of the industry and standards adopted by leading organization of the
world, HTLL implemented oracle financials to its core business operations. This resulted in enhanced
performance and helped HTLL to become a major player in Pakistans lubricant industry. This
implementation was completed in a record time of 6 month in partnership of Companys financial department
and dedicated team of A. F. Ferguson & Co. (PWC). All operations of the Company were automated including
payroll and provident fund.

Page 50 of 93
Online Sales www.zicoil.pk

In 2014 HTLL became the first lubricant Company to market its products to end consumers via internet. The
products were sold cash on delivery basis with zero delivery charges and on every purchase of ZIC products
a loyalty point system was introduced. Now with the help of points, customers can redeem and benefit at any
particular purchase. This online platform was highly appreciated by the loyal ZIC customers and it generated
well-off revenues for HTLL.

2015: Taking HTLL to Capital Markets

HTLL is now on the edge of taking the Company to the domestic capital markets via an Initial Public Offering
(IPO). The blending plant is expected to come online in first quarter of the calendar year 2016 to produce
HDPE packaging and filling.

5.2.SALES & DISTRIBUTION AGREEMENT WITH SK LUBRICANTS

Salient features of the agreement between SK Lubricants (SKL) and HTLL are as below:

HTLL will act as an exclusive distributor and commission agent for the sale of
Exclusivity
SKLs products.

HTLL shall engage in distribution activities only within the territory and
cannot permit any of its sub-distributor, agents or buyer to engage in any of
Territory for Distributor the activities of the products outside the Territory. The territory includes
geographical areas within the national border line of Pakistan and
Afghanistan.

Restriction on HTLL must not engage in activities like import, sell, promote, distribute,
Distributors Activities display for its own or third-party product within the Territory.

HTLL, during the term and after expiration of the agreement, will never
Trade Names contest the validity of the registration of the trade name, trademarks including
licensed trademark, designs, copyrights and/or patents of SKL.

Appointment of sub- Distributor can appoint sub-distributor or agents subject to the approval of
distributor SKL.

Sales Target HTLL shall meet the sales target to be agreed with SKL from time to time.

SK Lubricants will sell its products to HTLL and provide advisory service
Obligation Of SK
including technical data, specification, codes and work plans for achieving
Lubricants
optimum production.

HTLL and SK Lubricants will enter into certain incentive bonus agreement or
Incentive Plan
scheme on or around the start of the year and set targets to be met by HTLL.

SKL and HTLL to engage in discussion with regards to construction, owning


Blending Plant
and operating a lubricant oil and greasing plant, i.e. blending plant.

The agreement is terminated if any of the parties is in breach of the terms and
Termination Of The conditions of the agreement. If HTLL fails to meet the sales target, SK
Agreement Lubricants may terminate the agreement unless both parties reach to a
resolution.

Page 51 of 93
SKL has granted HTLL the non-exclusive license to use the Licensed
License Trademark only for carrying out the activities of the products in accordance
with the agreement.

5.3.PRODUCT PORTFOLIO

HTLL provides a wide range of lubricants to automotive and industrial sectors in Pakistan. Their principal
supplier, SK lubricants base oil plant is the largest API Group III base oil plant in the world. SK API Group
III production meets more than 50% of world's demand for similar base oils. ZIC Lubricants are ISO 9001,
EMS14001certified ensuring highest quality with maximum engine protection and machine wear. ZIC is
produced by using (VHVI TECH) Synthetic base oil formulation in a fully automated computerized PLC
controlled plant. In result, ZIC products deliver more power, less fuel consumption, low noise, quick starting
& extended engine life.

Core Product Line:

ZIC Synthetic and Semi Synthetic Lubricant Range (Gasoline)

ZIC Synthetic Oil based on VHVI technology is Very High Viscosity Index Engine Oil that offers
various Grades in Fully Synthetic Oil, providing superior Engine Protection and Advanced Fuel
Savings. The enhanced viscosity improver used in ZIC provides ultimate long term protection for
both types of Gasoline and Diesel engines vehicle.

ZIC 0W30 & 5W40 are both API SN & ILSAC GF-5 Grades that provide better ODI, Engine
Protection and fuel savings without losing its viscosity under all types of driving conditions(extreme
temperature and heavy load),at the same time extending engine service life by keeping the running
engine cleaner. Its typical properties provide improved fuel saving benefits up to 10 % compared to
conventional motor oils and delivers better performance.

ZIC fully Synthetic series consists of following:


- Gasoline Synthetic Engine Oil :
- X7 FE, X7, X9, X7 FE

X7 FEX7 X9X7 FE
5W-20 10W-40 5W-40 0W-30

- Gasoline Semi Synthetic Engine Oil : ZIC X5X5 & ZIC X3X3

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M5 20W-40 M7 10W-40 X5 X3
JASO MA 2 JASO MA 2 20W-50 15W-40

ZIC Semi Synthetic Range (Diesel Engine Oils):

X7000 X7000 X5000 X3000


15W-40 \ CI-4 10W-40\ CI-4 15W-40 CH-4 20W-50 CF-4

The biggest strength of ZIC lies in the fact that it uses YUBASE (Group III base oil with a viscosity
index of 120 or higher). The use of YUBASE guarantees that ZIC maintains viscosity better than any
other engine oils of which viscosity index is artificially enhanced by viscosity index-enhancing agents
mixed with low-quality base oil. By using ZIC fine ability to maintain viscosity brings you the
following benefits: Exceptional Engine Protection, Longer Oil Change Intervals. ZIC Semi Synthetic
series consists of the following:

Industrial Oils, Greases, Hydraulics, ATF, Gear Oils, Brake Fluids and Coolants

ZIC Coolants have high quality long life for radiators that (ethylene glycol based) that provides
outstanding performance in all cooling systems. ZIC coolants are pre-diluted for customers
convenience mixed (50: 50) with water and ethylene glycol.

ZIC Vega series is a high quality hydraulic oil providing semi anti-wear performance coupled with
excellent oxidation stability. It has great low temperature performance by applying SKs proprietary
technology, VHVI Tech and holds its viscosity under high temperature operating conditions.

ZIC Dexron is fully synthetic ATF engineered with SKs proprietary VHVI Tech and advanced
additive technology. It meets all the stringent requirements of all kind of automotive transmission
requirements and is fully backward / serviceable.

ZIC Super Gear EP Series is premium quality extreme pressure gear oils. They contain Sulfur /
Phosphorous extreme pressure additive system giving load carrying ability and protection against
wear. In addition these oils provide excellent protection against corrosion of steel and copper
containing alloys.

SK Super Freeze refrigeration oil series is made from high quality naphthenic base stock and high
quality additive package which is intended to be used in refrigeration compressors.

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SK Super Compressor oil series is formulated from premium quality, high viscosity index base stock
combined with selective additives to satisfy the lubrication requirements of all kind of rotary screw /
rotary vane compressors used in industrial applications.

SK Super Therm 300 is formulated from high quality base stock with advance additive package
system which provides high stability when heated for heat transfer applications.

SK Super Brake Fluid is a high quality brake fluid providing outstanding performance for all
hydraulics brake systems.

ZIC Royal Grease series is multipurpose lithium soap-thickened grease available in NLGI grades 0,
1, 2, and 3, formulated with paraffinic mineral oil base oils, and also containing additives to control
oxidation and rust formation. ZIC Greases can be used in a wide range of industrial and automotive
applications, where there is no requirement for load-carrying properties.

Power Generation/ Gen-Set Oils

ZIC is composed of YUBASE (Group III base oil with a viscosity index of 120 or higher).The use of
YUBASE guarantees that ZIC will maintain viscosity better than any other Oil of which viscosity
index is artificially enhanced by viscosity index-enhancing agents mixed with low-quality base oil.

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ZIC Diesel Generator Engine oils provide excellent wear protection along with advance fuel
economy. ZIC 5000 Power and SD 5000 are synthetic Formula lubricants which provide long drain
capability, low emission with exhaust treatments for equipment like catalytic converters and DPF.

5.4.HTLL DISTRIBUTION NETWORK

HTLL has a strong channel of over 150 distributors nationwide which ensures presence and product
availability in the far reaching areas of the country in meeting customer requirements.

HTLL sales cycle comprises of key elements including sales planning with periodic reviews, systematic
channel development, engaging distributors through targeted revenue generation and range trade reward
schemes, retention of key players in the market. Their audit and control measures are in place to avoid major
risks prevalent in the markets. This systematic process is not achievable without the support of highly mature
and capable sales team which is spread across Pakistan. Presently HTLL has a head count of more than 300
dedicated sales professionals nationwide engaged in attracting, engaging and retaining the distributors,
corporate and industrial clients.

5.5.EXPANSION PLAN

HTLL envisages a total estimated investment requirement of PKR 1,250 million, break-down of which is as
follows:

Proceeds Utilization PKR Million


Investment in Company
Land 470
Building 128
Plant, Machinery & Equipment 139
Pre-operating costs 33
Working Capital 280
Sub-total (funds required by HTLL) 1,050
Investment in 100% owned subsidiary
Additional Filling Lines for Blending Plant, Hi-Tech Blending (Pvt.) Limited 200
Total Requirement 1,250
IPO Proceeds 1,073
Internally generated resources, if required 177

At a floor price of PKR 37 per share, HTLL expects to raise PKR 1,073 million from the IPO. Balance money,
if any, will be financed by HTTLs internal sources. Excess funds, in case of a higher strike price, will be first
utilized to cover the investment requirement of PKR 1,250 million and then meeting Companys current and
future working capital requirements.

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Investment in Company: Retail Outlets - Service Delivery Categorization/Plan

Under this expansion HTLL plans to offer state of the art retail outlets across Pakistan with multitude of
unique services and technical support for our customers. This business expansion plan is the part of HTLLs
forward integration strategy.

Oil Change Coolants Car Wash


Car Care accessories Exhaust Systems Full Car Service
Polishes Ignition Switch Fully Trained Auto mechanic
Air Fresheners Fan Belt Services
Mats Central Locking System Wheel Alignment
Decorations Spark Plugs Wheel Balancing
Viper Blades Tires (Multi Range) Car Foaming
Vehicle Accessories Rims (Multi Range) Auto Wheel Changer
Car Stereo Batteries Car Polishing
Amplifiers Battery Water Compound Polish
Speakers Tire Change & Punctures
Tuck shops for FMCGs

With this expansion, the Company expects to generate over PKR 6.0 billion in incremental revenues during
the span of 5 years.

The Retail outlets plan will be executed initially based on 3-Tier Business Model:

Platinum
Retail Outlet /franchise
Gold covering the area upto
Retail Outlet /franchise 10,000 sq.ft.
Silver covering the area upto
Retail Outlet /franchise 5,000 sq.ft.
covering the area upto
2,500 sq.ft.

The plan of 2015-16 covers 37 grand outlet openings in 11 major cities of Pakistan including Lahore,
Gujranwala, Sialkot, Faisalabad, Multan, Islamabad, Rawalpindi, Karachi & Hyderabad. The concept of retail
service centers is to provide hassle free service by technically trained staff with a wide range of products to
choose as per their automotive consumption and requirements. HTLL would provide services which will cater
to all types of vehicle users. These retail outlets will be established under the ownership of HTLL as well as
having the option of franchise ownership.

The following table shows the categories of equipment that will be installed at the service centers along with
the estimated cost during the year 2015 16:
Components (PKR) Silver Gold Platinum
Oil Change Equipment 65,000 130,000 130,000
Car Wash/ Service Equipment 750,000 750,000 900,000
Auto Mechanic Equipment 312,000 312,000 312,000
Other Machinery and equipment - 1,830,000 6,395,000
Electricity equipment 95,000 170,000 960,000

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IT/Display Others 430,000 715,000 1,410,000
Total 1,652,000 3,907,000 10,107,000
NO. OF ZIC SERVICE CENTERS 20 11 6
Servers 200,000 1,000,000 800,000
TOTAL COST OF ZIC SERVICE CENTERS 33,240,000 43,977,000 61,442,000
GRAND TOTAL 138,659,000

Tentative Timelines / Roll-Out Strategy

Area surveys are being conducted by HTLL. Proceeds from IPO will be invested in Hi-Tec Service centers
that includes launch of 8 owned outlets in Lahore (3), Gujranwala (1), Faisalabad (1), Islamabad (1) and
Karachi (2) during 2015-16. Over a period of 5 years, HTLL plans to open 75 retail outlets (including 67
rented) across 16 major cities of Pakistan.

Roll Out for Service Centers to be opened during the year 2015 16:

8 Owned Centers Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16

Land Identification

Land Acquisition

Documentation

Layout

Site Development

Opening

29 Rented Centers Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16

Area Identification

Rental Agreement

Layout

Site Development

Opening

Following the possession of land either through acquisition or rent, the following indicative timelines are
required to bring a service center online:
Milestone Time Horizon
Layout / Designing 3 - 4 Weeks
Civil Construction 9 - 12 Weeks
Machinery Installation 3 Weeks
Furniture and Fixtures 2 Weeks
Pre-Launch Marketing 1-2 Weeks

Investment in Hi-Tech Blending (Pvt.) Limited (HTBL) 100% owned Subsidiary of HTLL

Most recently HTLL has ventured into Blending Facility that has been located outside Sundar Industrial
Estate, at Bahikot Raiwand Road, Lahore. HTLL has incorporated a 100% wholly owned subsidiary named

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Hi-Tech Blending (Pvt.) Limited with a total investment of PKR 776 million as of June 30, 2015. The
upcoming Plant is an integrated unit Producing International Standard Specifications Lubricants in HDPE
bottles, filling, capping & labeling of finished products on an automated high accuracy filling line. As per the
agreement between HTLL and SK Lubricant, HTLL is allowed to invest in a blending plant.

The following table shows component wise project cost of blending plant:
Cost Component Expected Cost (Rs. '000')
Land 180,186
Additional development on land 40,358
Buildings & Admin Block 392,682
Plant, machinery and equipment 709,024
Tanks 116,359
Instrumentation 20,000
Vehicles 31,088
Furniture and fixture 1,291
Office and other equipment 17,306
Computers and Software 13,759
Pre-operating & Contingencies 80,947
Total capital cost 1,603,000
Working Capital 110,000
Original Project Cost 1,713,000
Expansion through Additional Lines 200,000
Total Project Cost 1,913,000

Details of source of funding of the project cost and status of the project:
Source of funding Rs. '000' % of Total
Equity 1,000,000 52%
IPO proceeds 200,000 10%
Total Equity 1,200,000 62%
Director loan 88,000 5%
Bank loan & lease 625,000 33%
Total Debt 713,000 38%
Total 1,913,000 100%
Status as of 30th June 2015 Rs. 000 % of Total
Capital expenditure incurred 1,216,865
Through Equity 776,410 64%
Through Debt 440,455 36%

This investment & business expansion plan offers multitude of opportunities to strengthen the local business
line in Pakistan. HTLLs prime focus is to offer customized product range with diversified business line in
the automotive & retail sector with unique selling propositions. No doubt the long sighted vision is the initial
step, however; HTLL is determined to capitalize this plan with business knowledge and customized facility
by carefully addressing the risk factors. The salient objectives include the following:

Cost effectiveness / Competitiveness


Effective Supply Chain Management
Investing for the Sustainability and Support of Local Business Growth especially in Motorcycle (MCO)
& Heavy duty Diesel oils (HDDO)
Introducing the Indigenous Product Line with International Blending & Packaging Standards with
Capturing the Local & Government Mainstream Institutions
OEM supplies

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Exports to Afghanistan & CIS Countries
Enhanced Product Portfolio (Industrial & process Oils)
Diversification in Plastic products & trading

Further Investment in the Addition of New Filling Lines

HTLL now plans to invest further in the HTBL to introduce Jerry Can and Drum filling lines. Details of the
investment requirement is as follows:

Freight,
Duty & PKR in
Component Vendor Origin Currency FOB Total
Taxes Millions
21%
South
Drum Filling Packon US$ 68,800 14,448 83,248 8.7
Korea
Drum Full Shine
Taiwan US$ 433,600 91,056 524,656 55.0
Manufacturing engineering
Jerry Can South
Packon US$ 132,500 27,825 160,325 16.8
Filling Korea
Jerry Can ACE South
US$ 320,000 67,200 387,200 40.7
Manufacturing Corporation Korea
Transformer Meier-
Germany EURO 198,650 41,717 240,367 27.9
Oil Group
Master Batch Torninova Italy EURO 199,950 41,990 241,940 28.1
Local
23
Components
Total 200

Implementation schedule for the additional filling lines:


Milestone Schedule
Identification of supplier & quotation July 2014 - March 2015
Final negotiation November 2015
LC opening December 2015
Pre-shipment March 2016
Shipment April 2016
Installation June 2016
Test run July 2016
Commercial run August 2016

Benefits of installing additional filling line

Bulk Product Selling


Packaging and sales of Industrial Products and Process Oils
Selling of Drums and Jerry Cans to other user, e.g. Chemicals , Paints etc
Tapping huge potential of bulk sales in Export in Afghanistan

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5.6.RISK FACTORS

a) Regulatory Risk

Imposition/enhancement of duties, taxes, levies and other conditions may adversely affect the operations
of HTLL (e.g. change in duty and tax structure).

b) Political Risk

Political instability coupled with law and order situation may cause interruption or halt Company sales.

c) Competition Risk

Competition from other players can potentially squeeze margins and can affect Company revenues.

d) Human Resource Risk

Competition for skilled human resources may lead to high employee turnover.

e) Foreign Exchange Risk

The Company is exposed to foreign exchange risk on account of product imports.

f) Product Supply Risk

The sales & distribution agreement between HTLL and SK Lubricants is the most critical part of the
business as it governs the terms & conditions for supply and distribution of SK Lubricants product by
HTLL in Pakistan. The Company may suffer significant loss of revenue in case the agreement between the
parties is terminated or SK Lubricants is unable to supply the products to HTLL.

g) Bad Debt Risk

The Companys customers may default in paying their dues.

Note: IT IS STATED THAT ALL MATERIAL RISK FACTORS HAVE BEEN DISCLOSED AND
THAT NOTHING HAS BEEN INTENTIONALLY CONCEALED IN THIS RESPECT.

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PART 6
6 FINANCIAL INFORMATION
6.1. AUDITORS REPORT UNDER CLAUSE 28 OF SECTION 2 OF PART I OF THE SECOND
SCHEDULE TO THE COMPANIES ORDINANCE, 1984, FOR THE PURPOSE OF
INCLUSION IN THE PROSPECTUS

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6.2. SHARE BREAK-UP VALUE CERTIFICATE

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6.3. AUDITORS CERTIFICATE ON ISSUED, SUBSCRIBED AND PAID-UP CAPITAL

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6.4. SUMMARY FINANCIAL HIGHLIGHTS

Hi-Tech Lubricants Limited


(Amount in PKR 'mn') 30-Jun-12 30-Jun-13 30-Jun-14 30-Jun-15
Income Statement
Sales - net 4,264.7 4,597.3 5,273.8 5,466.9
Cost of Goods Sold 3,290.6 3,451.6 3,968.9 4,129.2
Gross Profit 974.1 1,145.8 1,305.0 1,337.8
EBITDA 432.5 445.5 514.1 555.3
Operating Profit 391.4 414.2 462.2 526.3
Financial Charges 28.3 26.7 25.4 24.5
Profit Before Tax 363.1 387.5 436.8 501.8
Profit After Tax 264.3 270.1 302.1 337.6

Balance Sheet
Non Currents Assets 101.5 219.1 511.8 1,014.6
Current Assets 887.7 1,073.8 1,374.2 1,001.1
Total Assets 989.2 1,292.9 1,886.0 2,015.7
Share Capital 250.0 250.0 750.0 870.0
Total Equity 471.1 668.6 908.6 1,237.5
Long Term Liabilities 14.5 32.2 39.3 37.2
Current Liabilities 503.6 592.1 938.0 741.0
Total Equity and Liabilities 989.2 1,292.9 1,886.0 2,015.7

Financial Ratios
Gross Margin % 22.8% 24.9% 24.7% 24.5%
Operating Profit Margin 9.2% 9.0% 8.8% 9.6%
Net Margin 6.2% 5.9% 5.7% 6.2%
Reported EPS (PKR) 11.7 10.8 4.0 4.4
EPS -restated (PKR)* 3.0 3.1 3.5 3.9
Current Ratio 1.8 1.8 1.5 1.4
Breakup Value Per Share 18.8 26.7 12.1 14.2
Debt to Equity Ratio % 39.9% 29.2% 25.7% 4.2%
Return on Assets 26.7% 20.9% 16.0% 16.7%
Return on Equity 56.1% 40.4% 33.2% 27.8%
* Using 87 million shares

1) On April 25, 2015 shares were issued at par against the share deposit money of PKR 120mn, as a result
the paid-up capital increased to PKR 870mn.

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PART 7

7 MANAGEMENT OF THE COMPANY

7.1. POLICY MATTERS

All policy-related matters are managed by the board of Directors of the Company (the Board), headed by
the Chairman of the Board. At present, the Board comprises of ten (10) Directors including the CEO. The
Directors are elected by the shareholders in accordance with the relevant provisions of the Ordinance.

BOARD OF DIRECTORS OF THE COMPANY

Name Designation Other Directorships


Mas Associates (Pvt) Limited
Mr. Shaukat Hassan Chairman Mas Infosoft (Pvt) Limited
Pakistan-France Business Alliance
Mr. Hassan Tahir Chief executive Hi- Tech Blending (Pvt.) Limited
Hi-Tech Energy (Pvt) Limited
Hi- Tech Blending (Pvt.) Limited
Mr. Muhammad Basit Hassan Director Hi-Tech Energy (Pvt.) Limited
Gulf Rubber Products (Pvt) Limited
Mr. Tahir Azam Director MAS associates (Pvt) Limited
MAS Infosoft (Pvt) Limited
Mr. Muhammad Ali Hassan Director Hi- Tech Blending (Pvt.) Limited
Hi-Tech Energy (Pvt) Limited
Mr. Zalmai Azam Director None
Mr. Muhammad Tabassum
Director Synthetic Products Enterprise Limited
Munir MTM Securities (Pvt) Limited
Pak Agro Packaging (Pvt.) Ltd
Hilal Meat Processing Co. (Pvt.) Ltd
Dr. Safdar Ali Butt Director Chip Training And Consulting (Pvt.)
Ltd
Ujala Educational Trust
Mr. Syed Asad Abbas Hussain Director None in Pakistan
Mr. Syed Mujahid Jameel
Director None
Ghaznavi

7.2. OVER DUE LOANS

There are no overdue loans (local or foreign currency) on the Company or its Directors.

7.3. DIVIDEND RECORD OF ASSOCIATED COMPANIES LISTED ON STOCK


EXCHANGE(S)

Associated Undertaking Dividend Period


Synthetic Enterprises Products Limited 10% June 30, 2015

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7.4. PROFILE OF DIRECTORS

Mr. Shaukat Hassan Chairman Board of Directors

Mr. Shaukat Hassan holds a masters degree in economics from Punjab University Lahore and is the chairman
of Board of Directors. Having more than 4 decades of financial and entrepreneurial expertise, he is an
enthusiast and wise individual. Mr. Shaukat has a proven track record for his excellent business
professionalism and he is one of the core partners since the inception of business operations for the Group
starting 1976.

He has actively lead and created a strong foundation of financial systems for HTLL. Apart from financials,
his core areas of interests include human resources, employee training and talent retention. His diversified
skills also include the business development and sales of Industrial equipment to leading E&P Companies
Internationally. Mr. Shaukat is actively involved for joint business collaborations with organizations having
multi-national presence.

He has been an active member of various profit & non-profit based organization including LCCI, EDAS and
currently serving as Vice President and Director of PFBA in Pakistan. He is a choicest mentor and coach for
many leading entrepreneurs from the recent times.

Apart from his business interests, Mr. Shaukat is keenly involved in CSR & SHT activities mainly focused at
minimizing the life challenges of financially underprivileged sector of the community.

Mr. Hassan Tahir Chief Executive Officer

Mr. Hassan Tahir holds an MBA degree in banking / finance from Lahore School of Economics (LSE) and is
the CEO of HTLL. Mr. Hassan is a working professional since 2001 and believes that a satisfied customer
brings in not just more business but also increases the goodwill of the Company.

His drive for excellent interpersonal skills and highest customer satisfaction led him to set up IT operations
with back office processing (BOP) and IT infrastructure for major clients in UK/ Europe.

With his motivational experience and hard work he helped the Company in launching mid-tier lubricant range
in Pakistani Market in partnership with worlds two major oil companies. Mr. Hassan went on to launch
another semi-synthetic range in Pakistan and was an even a bigger success. Rewarding achievements and
motivating employees, that is how he turned HTLL into a strong family.

Mr. Muhammad Basit Hassan Director

Mr. Muhammad Basit Hassan holds an MBA degree in banking / finance from Lahore School of Economics
(LSE) and is working as an Executive Director for HTLL. He is leading the Sales, Finance, Accounts and
Supply Chain functions of the Company. His worthy experience spans for more than a decade and he has
managed this Company with his outstanding leadership qualities and interpersonal skills.

His expertise and qualification has inclined sales team towards greater output both quantitative and
qualitative. Backed up with Mr. Muhammad Basits entrepreneurial abilities, HTLL has risen to newer heights
of success and will continue to do so.

Mr. Tahir Azam - Director

Mr. Tahir Azam holds a masters degree in economics from Punjab University Lahore and is working as a
Non-Executive Director for the Company. He has over 4 decade of experience in research, management and
consultancy of setting up successful businesses. Mr. Tahir has also led various US AID funded
entrepreneurship programs and training programs across Pakistan.

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He is one of the founder member of the Company who led the sales and marketing of HTLL during the first
10 years of business. Establishing distribution networks and creating sale teams was his milestone
achievements on which HTLL stands today.

Being an entrepreneur and managing Director of associated business companies, Mr. Tahir Azam has
inculcated his excellent standard in sales department into producing exceptional results. He has proved with
his entrepreneurial abilities that business opportunities are not given rather they are created.

Mr. Muhammad Ali Hassan - Director

Mr. Muhammad Ali Hassan holds a bachelor degree in Marketing and HR from Sydney University, Australia.
Mr. Ali apart from sales he was also leading the HR and Administrative Functions at HTLL. Mr. Muhammad
Ali Hassan using his theoretical knowledge converted in to creating best practices across the Company.

Mr. Ali has built outstanding business partnerships and strategic alliances with clients which is a true reflection
of his abilities to lead this corporate world. He is a true leader who believes in quantitative output and skillful
organizational culture.

Mr. Zalmai Azam Director

Mr. Zalmai Azam holds a Bachelor in Arts from Government College, Lahore. He is an experienced banker
by profession offers more than 4 decades of sound knowledge and exposure to business while being associated
with highly credible institutions locally as well internationally.

Mr. Zalmai has started his career back in 1971 with Standard Bank Ltd. Based on his dedicated commitment
and knowledge base he was assigned various projects to work with different banks internationally, a few to
be mentioned include his role as Country Manager in Sierra Leaon West Africa and in Kenya as Bank
Manager from 1985-86. His last assignment was with The Bank of Punjab as General Manager in 2009.

Mr. Zalmai known for his effective planning coupled with excellent peoples management skills, has
significantly contributed in inventory planning and control processes for HTLL.

Mr. Muhammad Tabassum Munir Director

Mr. M. Tabassum Munir has worked for more than three decades, as Member Lahore Stock Exchange, till
January 15, 2014. He had served as its Vice President, too. He was also Member Pakistan Mercantile
Exchange. He has worked as Director of Annoor Textile Mills Ltd from 1987 to 1989. He is currently the
member of the Board of Directors at M/s Synthetic Products Enterprises Limited (SPEL).

His skills of working, managing and participating in all-inclusive Capital Market and its infrastructural
development matters, were widely acknowledged. He has participated in numerous seminars, roundtables,
conferences, workshops, etc. and has gained useful domain knowledge and experience. It has strengthened
his dedicated role and capacity, in the management of finance and delivering advisory services.

Dr. Safdar Ali Butt Director

Dr. Safdar Ali Butt represents as a financial expert, a trainer, an academician and a literary person. Dr. Safdar
Ali butt holds a master degree in commerce from Karachi and PHD in financial management from Canada.
He is a member of several professional bodies in Accounting, Finance and Management fields.

Dr. Safdar Ali butt worked at notable positions overseas like Chief Accountant with Johnson & Johnson,
Group Chief Accountant with Caltex Oil and Group Financial Controller with Simba Colt Motors in Kenya.
He has worked as CFO with Army Welfare Trust, was a director of Askari Bank, Askari Leasing, Askari

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General Insurance and several other companies. He also served in a position of director Bank of Azad Jammu
& Kashmir, as a nominee of AJK Government.

Dr. Safdar Ali butt spent 24 years in academics working as dean of faculty and at senior lecturer positions of
various institutions locally and internationally. He is currently on the board of several companies working in
the fields of food processing, packaging and consulting. He is also a serving professor at Emeritus of Finance
& Corporate Governance at Mohammad Ali Jinnah University, Islamabad.

Apart from his professional work he is author of 34 text books on various business related subjects of which
8 published from UK, 19 from Kenya and 7 from Pakistan and also author of over 100 articles and papers on
various finance and management related issues.

Mr. Syed Asad Hussain Director

A highly innovative, creative, and self-motivated Entrepreneur with over 25 years of proven experience in
senior roles within the Consumer Electronics, Technology and IT Industries. Has developed multiple routes
to market and solid business relationships with Global vendors such as Microsoft, Intel, Hewlett Packard,
Toshiba, Lenovo and Asus, as well as the leading distributers of consumer goods in the UK.

After completing his education in London, Asad successfully pursued his career within the retail sector before
founding his own companies which grew into multi-million pound turnover businesses and between 1995 to
2005 his companies exceeded turnover of 100 million. He is a marketing director of 5 leading retail sector
companies in UK.

Asad is also a trustee of Al Mudassar Trust, a UK-based educational charity, which supports a state-of-the-art
school in Pakistan for children with disabilities and special needs.

Mr. Syed Mujahid Jameel Ghaznavi Director

Mr. Syed Mujahid Jameel Ghaznavi holds a masters degree in economics from Punjab University Lahore.
He has almost 30 years of experience of sales, marketing and commercial banking. With profound knowledge
and exposure he has served multi billion multinational and local organizations.

Mr. Syed Mujahid Jameel Ghaznavi started his career back in 1974 with Habib Bank Limited. After leaving
HBL, he served in FMCGs like EBM and National foods leading sales and marketing. With his brilliance,
market understanding, foresight and dedication, the sales of both entities grew at a healthier pace and
multiplied to many times. He was also engaged in sea food business supplying huge quantities to international
hotel chains and retail side.

Mr. Syed Mujahid Jameel Ghaznavi is known for his entrepreneurial abilities coupled with effective sales
planning and management skills.

7.5. KEY MANAGEMENT PROFILE

Mr. Muhammad Imran - CFO & Company Secretary

By profession a Chartered Accountant and have acquired four years mandatory completion with A. F.
Ferguson & Co. a member firm of Price Water House Coopers - PWC, a world renowned consultancy firm.
With over 10 years of professional experience Mr. Imran has gained substantial knowledge and experience of
Audit, Finance, Corporate Laws, Taxation, Financial and Management Reporting including implementation
of Enterprise resource Planning Oracle financial. He had the opportunity to work with organizations across
the broad spectrum including banks and financial institutions, manufacturing concerns and service

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organizations. Such experience helped him acquire in-depth knowledge of industry wide operations, processes
and practices and has improved his planning and managerial skills and decision- making capabilities.

Mr. Imran is currently managing financials department that includes treasury and finance, accounts, Taxation
department and Secretarial law division.

Mr. Tamur Shah Head of Administration

Mr. Tamur Shah joined as first employee of the Group and has over 3 decade of working experience at
different position from sales, marketing, taxation, HR and administration including people management.

Mr. Tamur has been an exceptional performer in different areas of managerial and operational controls. He is
currently working as Head of Administration function for HTLL. His expertise in operations, fleet, asset
management and other operational areas of administration proves him as a seasoned professional.

He is one of the core employees since inception and has contributed as an integral part towards growth and
prosperity of the Company.

Mr. Shahzad Sohail - Head of Supply Chain & Procurement

Mr. Shahzad holds a Master Degree in Business Administration and finance. Mr. Shahzad is currently working
with HTLL as head of Supply Chain & Procurement. He has been associated with HTLL for last 18 years and
is offering significant services in the areas of finance, Supply Chain management, Import management and
warehousing and other functions related to Procurement.

He also has an educational qualification in accountancy. His detailed orientation in similar field and team
management expertise make him an exceptional part of HTLL management team.

Mr. Ahmed Shuja Country Head Sales

Mr. Ahmed Shuja holds a Masters Degree in Business Administration and currently working as country head
sales for ZIC synthetic lubricants. He joined HTLL, in 2001 as Assistant Manager Sales and earned
experience / expertise dealing with B2B / B2C customers. He has diversified exposure for different markets
across Pakistan and with his hard work he uplifted himself to a driving force in HTLL.

Before joining HTLL, he had working experience with ORASCOM Telecom (Mobilink) 1994, Prime Dairies
Ltd. 1996 and WAVES Pakistan in 1998.

He transformed his prior experience to HTLL vision for delivering Best Quality Lubricants to the end users.
He has participated in various workshops and seminars in successfully delivering companys message across
wide range of channel partners/ customers.

Mr. Muhammad Ashraf Head of IT

Mr. Muhammad Ashraf holds a Masters Degree in Computer Sciences and has worked as a keynote speaker
in security seminars at the launch of VistaWiz / SafeNet within the Middle East region.

Mr. Ashraf is a Technology leader with 14 years of proven IT Management experience and Analytical IT
Skills. He is an expert for Linux/Windows Security roles with extensive background in security architecture
designing, data security and deploying mission critical applications within enterprise environments. He holds
extensive knowledge for conducting the IT security audits and is also a certified engineer for two factor
authentication/ content security.

Page 72 of 93
His areas of expertise include Oracle E- Business Suite, Oracle Database, network performance monitoring
and other areas of information security management.

He has also worked closely with U.A.E. financial regulators on two-factor authentication guidelines and
conducted vulnerability / risk assessments along with penetration testing for financial institutions in
compliance with regulators certification. His expertise makes him the integral part of state of the art
technological infrastructure of HTLL.

Mr. Amjad Shahzad Head of Sales Analysis

Mr. Amjad Shahzad holds Masters in Computer Sciences from Hamdard University and MBA from
University of Management and Technology. He is the Head of Sales Analysis function, concerned with the
strategic development at HTLL.

With more than 10 years of experience and his expertise include sales team transformation, devising sales
action plans based on analysis, statistical territory potential, penetration, determine key metrics to identify
gaps and improve sales planning.

He always enjoys himself while enlightening human capital and by enhancing intellectual capabilities of
human resource. He conducts workshops on different areas of functional & professional competence with a
local flavor but strategically global perspective. He is an inspirational speaker, corporate trainer and teacher
as well. He is a change agent specializing in unleashing human genius through transformation of Human
Perception. Mr. Amjad has also served in various software houses at key posts and currently serving as visiting
professor at number of prestigious universities / business schools. He has also earned several local and
international certifications.

Ms. Shumaila Hameed Head of Human Resource

Ms. Shumaila Hameed holds a degree in Masters of Public Administration on scholarship from University of
the Punjab and she is also a core team member for Pakistan Human Capital Forum PHCF.

Ms. Shumaila is currently performing the role of HR Head for HTLL and offers an in depth practical exposure
over the span of 10 progressive years in the Human Resource Management Fields. Having provided
exceptional HR Services to various sectors including globally recognized FMCG Brand in Retail,
Distribution, Sales and Banking sectors.

As a certified HR Professional from Pakistan Institute of Quality Control, her core areas of HR Services
include facilitation for Rewards, Employee Engagement, Training / development and Policy Development.
She works as a lead resource for Employee Coaching Programs for HTLL, Internationally and Locally.

She is a key resource for quarterly publication for HTLL. Her professional background encompasses superior
work ethics and commitment to organization's objectives. A proactive professional, enthused to work in teams
and challenging assignments. Deliberating a strong ability to attract and secure significant Employee
Relations.

Mr. Omer Farooq Head of Marketing

Mr. Omer Farooq holds a Master in Business Administration and joined HTLL with an experience of more
than a decade that is a compilation of Product and Brand management.

Mr. Omer is working as Head of Marketing and has been part of Hi- Tech Lubricants Limited for almost 4
years. His diversified experience in consumer marketing along with a blend of research and advertisement has
given HTLL various successful trade and consumer campaigns.

Page 73 of 93
Mr. Omer was recently asked by LUMS Rausing Institute to judge a display of work on Advertisement
campaigns by fresh-men nationwide. His aggressive planning and positive attitude has been the success
mantra of HTLL. He is also a visiting faculty member in Business Management of some prominent
Universities of Lahore.

Mr. Qaisar Abbas Rana Manager Sales ZIC Mid-Tier

Mr. Qaisar Abbas holds MBA degree in Marketing Management and started his professional career at Yamaha
in January, 2000 and worked till 2011 at various managerial positions. In June 2011 he joined HTLL as head
of Central region ZIC mid-tier sales head.

At HTLL he is responsible for overall sales function to achieve budgeted targets for revenue, profitability,
sales growth and market share. He is currently leading sales team, managing distribution network, retail
channel, maintaining focus on the companys strategic goals, establishing and monitoring performance goals
of team on a continual basis with effective execution of Trade Schemes. Mr. Qaiser has more than 15 years
of combined result oriented career in sales / marketing at Yamaha and HTLL. During his stay in HTLL he
refined his skills in team management, sales management, channel management, relationship management,
new product introduction, resource management and leadership qualities.

Mr. Muhammad Ali Khalid - Head of Internal Audit & Planning

An Associate Member of the Institute of Forensic Accountants of Pakistan and CA background having around
five years of practical work experience in the field of auditing, accounting and reporting across Oil & Gas,
Telecom, INGO, Hospitality and other different industries.

He had 3 years experience in the field of Strategic Planning, Budgeting, Financial Forecasting and Group
Financial Reporting in the Manufacturing industry. Mr. Ali Khalid has been associated with HTLL since
January 2014 and currently leading the Internal Audit, Risk Advisory, Budgeting and ISO quality compliance
division as Functional Head and reporting directly to the Audit Committee of the Board of Directors.

7.6. NNUMBER OF DIRECTORS

Pursuant to Section 174 of Ordinance, the Company shall not have less than seven (7) Directors. At present
the Board consists of ten (10) Directors including the CEO.

7.7. QUALIFICATION OF DIRECTORS

No person shall be appointed as a Director of the Company who is ineligible to be appointed as Director on
any one or more of the grounds enumerated in Section 187 of the Ordinance or any other law for the time
being in force.

7.8. REMUNERATION OF THE DIRECTORS

As per Article 49 of the Articles of Association of the Company, the remuneration of the Directors shall from
time to time be determined by the Board of Directors. The remuneration of a Director for performing extra
services, including holding of the office of Chairman, and the remuneration to be paid to any Directors for
attending the meetings of the Directors or a Committee of Directors shall from time to time be determined by
the Board of Directors.

7.9. BENEFITS TO THE PROMOTERS AND OFFICERS

No amount of benefits have been paid or given during the last year or is intended to be paid or given to any
promoter or to any officer of the Company other than as remuneration for services rendered to the Company.

Page 74 of 93
7.10. INTEREST OF DIRECTORS IN THE COMPANY

The Directors may be deemed to be interested to the extent of fees payable to them for attending Board and
Committee meetings. The Directors performing whole time service to the Company may also be deemed
interested in the remuneration payable to them from the Company. The Directors may also be deemed to be
interested, to the extent of any shares held by them in the Company and the dividends to be declared on their
shareholding in the Company.

None of the Directors of the Company have or had any interest in any property acquired by the Company.

7.11. APPOINTMENT/ ELECTION OF DIRECTORS

The Directors of the Company are elected for a term of three years in accordance with the procedure laid
down in section 178 of the Ordinance. The Directors shall comply with the provisions of Sections 174 to 178
and Sections 180 and 184 relating to the election of Directors and matters ancillary thereto.
Subject to the provisions of the Ordinance, the Company may from time to time increase or decrease the
number of Directors.

Any casual vacancy occurring on the Board of Directors may be filled up by the Directors, but the person so
appointed shall be subject to retirement at the same time as if he / she had become a Director on the day on
which the Director in whose place he / she is chosen was last elected as Director. The Company may remove
a Director in accordance with the provisions of the Ordinance. The present Directors of the Company were
elected on October 31, 2015 for the period of three years.

7.12. VOTING RIGHTS

The rights and privileges, including voting rights, attached to the Ordinary Shares of the Company are equal.
In the case of any equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at
which the show of hands takes place, or at which the poll is demanded, shall have and exercise a second or
casting vote.

7.13. AUDIT COMMITTEE / CONSTITUTION OF AUDIT COMMITTEE

Auditors of the Company are appointed and their duties are regulated in accordance with Section 252 to
Section 260 of the Ordinance. Accordingly, the Audit Committee of the Board has been formed to comply
with the Code of Corporate Governance, which comprises of following Directors:

1. Mr. Muhammad Tabassum Munir as Chairman / Independent Director


2. Mr. Shaukat Hassan as Member
3. Mr. Tahir Azam as Member
4. Mr. Muhammad Ali Hassan as Member

7.14. HUMAN RESOURCE AND REMUNERATION COMMITTEE

The Board of Directors has formed Human Resource and Remuneration Committee comprising of the
following members:

1. Mr. Tahir Azam as Chairman


2. Mr. Shaukat Hassan as Member
3. Mr. Muhammad Ali Hassan as Member
4. Mr. Zalmai Azam as Member

Page 75 of 93
7.15. INTERNAL AUDIT

The Board has setup an effective internal audit function outsourced to a firm of Chartered Accountants Ernest
Young Ford Rhodes Sidat Hyder directly reporting to Audit Committee. The in house internal audit
department is equipped with suitable and experienced personnel who are conversant with the policies and
procedures of the Company and are working in liaison with internal audit firm on a full time basis.

7.16. BORROWING POWERS OF DIRECTORS

Subject to the provisions of the Ordinance the Directors may from time to time at their discretion borrow or
raise money and secure the payment of any sum or sums of money for the purposes of the Company on such
terms and conditions as they may consider fit.

7.17. POWERS OF DIRECTORS

The business of the Company shall be managed by the Directors, who may pay all expenses incurred in
promoting and registering the Company, and may exercise all such powers of the Company as are not by the
Ordinance or any statutory modification thereof for time being in force, or by the articles of association,
required to be exercised by the Company in general meeting.

7.18. INDEMNITY

Pursuant to Article 104 of the Companys Articles of Association, every member of the Company and of the
Board, the Chairman, Chief Executive Officer or any other officer or employee shall be indemnified by the
Company against all costs, losses which they may incur or become liable to pay by reason of any contract
entered into or act or deed done by them in discharge of their duties in good faith and any loss occasioned by
any error of judgment, damage or misfortune which may happen in execution of their duties in connection
with affairs of the Company.

7.19. INVESTMENTS IN ASSOCIATED COMPANIES

The Company has no investment in associates.

7.20. INVESTMENT IN SUBSIDIARIES

The Company has one 100.00% owned subsidiary namely Hi-Tech Blending (Pvt.) Limited which has a paid-
up capital of PKR 100,000,500/-. In addition, the Company has also paid share deposit money of PKR
676,409,500 for purchase of shares in Hi-Tech Blending (Pvt.) Limited as at June 30, 2015. Therefore, the
total cost of investment stands at PKR 776,410,000.

Hi-Tech Blending (Pvt.) Limited was incorporated on 13 March 2014 to construct, own and operate state of
the art lubricating oil blending plant and is expected to commence trial operations in the last quarter of calendar
year 2015.

Page 76 of 93
PART 8

8 MISCELLANEOUS INFORMATION
REGISTERED OFFICE 1-A Danepur Road, GOR-1, Lahore
Arif Habib Limited
Arif Habib Center,
23, MT Khan Road, Karachi
LEAD MANAGER AND ARRANGER Tel: 021-32468117
Fax: 021-32429653
Email: zeshan.afzal@arifhabibltd.com
Website: www.arifhabibltd.com
Arif Habib Limited
Arif Habib Center,
23, MT Khan Road, Karachi
BOOK RUNNER Tel: 021-32468117
Fax: 021-32429653
Email: zeshan.afzal@arifhabibltd.com
Website: www.arifhabibltd.com
BANKER TO ISSUE (BOOK BUILDING PORTION) Summit Bank Limited
BANKERS TO ISSUE (GENERAL PUBLIC PORTION) Bank Al Habib Limited
Bank Alfalah Limited
Bank of Punjab
Habib Bank Limited
Habib Metropolitan Bank
MCB Bank Limited
Meezan Bank Limited
Samba Bank Limited
Summit Bank Limited
United Bank Limited
Bank Alfalah Limited
Bank Al Habib Limited
Askari Bank limited
Habib Bank Limited
Habib Metropolitan Bank Limited
BANKERS TO THE COMPANY
MCB Bank Limited
National Bank of Pakistan Limited
Standard Chartered Bank Limited
Bank of Punjab
United Bank Limited
Riaz Ahmad& Co.,
Chartered Accountants
10,B, Saint Mary Park, Main Boulevard,
AUDITORS
Gulberg III, Lahore
T +92 42 35718137-9
F +92 42 35718136

Page 77 of 93
Lashari Law Associate
2 Munawar Chambers, 1 Mozang Road,
LEGAL ADVISOR TO THE COMPANY Lahore Pakistan
T +92 42 37359287 37224639
F +92 42 37321471
Central Depository Company of
Pakistan.
COMPUTER BALLOTER AND SHARES REGISTRAR
99-B, Block B, S.M.C.H.S. Main
Shahra-e-Faisal, Karachi

8.1 UNDERWRITING AGREEMENTS*

S.no Underwriters No. of Shares Date of Agreement

8.2 DUE DILIGENCE REPORTS*

S.no Underwriters Date of Due Diligence Report

*Detail of underwriting and due diligence will be issued through a supplement in a newspaper within five
working days of the close of Bidding Period.

8.3 MATERIAL CONTRACTS / DOCUMENTS

Date of Party to the Agreement Nature of the Agreement


Contract
Feb 01, 2014 SK Lubricants Co., Ltd Distributor agreement pursuant to which HTLL acts as an
exclusive distributor and commission agent for the sale of SK
Lubricants Co. Ltds products in Pakistan.

Page 78 of 93
8.4 DETAILS OF ASSOCIATED COMPANIES AND ASSOCIATED UNDERTAKINGS OF
THE ISSUER

Name of company Status Registered office UINs


address (Incorporation / NTN no.)
HI-TECH WHOLLY
1-A DANEPUR ROAD
BLENDING (PVT) OWNED 0087364 / 4247720-4
GOR-1, LAHORE
LIMITED SUBSIDIARY
HI-TECH ENERGY ASSOCIATED 1-A DANEPUR ROAD
0066529 / 3222650-7
(PVT) LIMITED COMPANY GOR-1, LAHORE
MAS ASSOCIATES
ASSOCIATED 1-A DANEPUR ROAD
(PVT) LIMITED L 07610 / 0161292-1
COMPANY GOR-1, LAHORE
MAS INFOSOFT ASSOCIATED 1-A DANEPUR ROAD
L 10941 / 1412089-5
(PVT) LIMITED COMPANY GOR-1, LAHORE
ASSOCIATED 1-A DANEPUR ROAD
MAS SERVICES NIL / 1325368-9
FIRM / AOP GOR-1, LAHORE
GULF RUBBER
ASSOCIATED 44-A MAIN ROAD
PRODUCTS (PVT) 0091776 / 4377502-5
UNDERTAKING GULBERG LAHORE
LIMITED
SYNTHETIC
127-S, Q.I.E,
PRODUCTS
ASSOCIATED TOWNSHIP,
ENREPRISE 0009432 / 0688349-4
UNDERTAKING KOTLAKHPAT,
LIMITED
LAHORE
101, LAHORE STOCK
MTM SECURITIES ASSOCIATED
EXCHANGE L 09878 / 1253386-6
(PVT) LIMITED UNDERTAKING
BUILDING, LAHORE
PAK FRANCE
ASSOCIATED D-118/2 KEHKASHAN
BUSINESS 0088332 / 4288492-6
UNDERTAKING 5, CLIFTON, KARACHI
ALLIANCE
PAK AGRO
ASSOCIATED 2 ND FLOOR 1-A
PACKAGING (PVT) P-00158/1142661-6
UNDERTAKING PLAZA, ISLAMABAD
LTD
HILAL MEAT FAYYAZ MARKET,
ASSOCIATED
PROCESSING CO. STREET NO. 9 0075357 /3704913-5
UNDERTAKING
(PVT) LTD ISLAMABAD
CHIP TRAINING PLOT NO.05, STREET
ASSOCIATED
AND CONSULTING NO.09 OPPOSITE NIH 0063808 / 3092086-8
UNDERTAKING
(PVT) LTD G-8/2, ISLAMABAD
UJALA 130 STREET 48, NEAR
ASSOCIATED
EDUCATIONAL MAJOR ROAD 0075019 /3687334-9
UNDERTAKING
TRUST ISLAMABAD

8.5 RESTRICED EMPLOYEES

LIST OF RESTRICTED EMPLOYEES OF HI-TECH LUBRICANTS LIMITED


S.no Name Designation CNIC
1 Mr. Muhammad Imran CFO / Company Secretary 35202-7974957-1
2 Mr. Ahmad Shuja Country Head Sales 35202-7152979-7
3 Mr. Shahzad Sohail GM Procurement 35200-1145924-9
4 Mr. Shafqat Ali GM Associated Company 35202-2587908-9

Page 79 of 93
5 Mr. Tamur Shah Senior Manager Administration 35202-9463859-5
6 Mr. Ali Khalid Head Planning and Internal Audit 37405-0634742-1
7 Mr. Omer Bajwa Manager Marketing 35202-6278237-3
8 Mr. Muhammad Ashraf Manager I.T. 35201-1247825-3
9 Mr. Qaisar Abbas Manager Sales 31303-5865802-5
10 Mr. Amjad Shahzad Manager Sales Analysis 35202-2487662-5
11 Ms. Shumaila Hameed Manager HR 35202-5378738-6
12 Mr. Omer Aftab Rana Manager Sales 35202-3015302-9
13 Mr. Fawad Nafees Manager Operations 42101-1714261-3
Mr. Syed Muhammad
14 Iftikhar Senior Manager Sales 42101-8881496-7
15 Mr. Rafique Muhammad Manager Sales 17301-5954403-7
16 Mr. Muhammad Ejaz Khattak Manager Sales 61101-1520007-5
17 Mr. Hashim Iqbal Deputy Manager Financials 42301-4124367-3
18 Mr. Junaid Malik Manager Sales 42301-0923316-5
19 Mr. Kashif Pervez Assistant Manager Corporate 35202-9051994-3
20 Mr. Hamza Assistant Manager Internal Audit 35202-3408452-9
21 Ms. Imrana Designer 35201-3583175-4

LIST OF BOARD OF DIRECTORS OF HI-TECH LUBRICANTS LIMITED

S.no Name Designation CNIC


1 Mr. Hassan Tahir Chief Executive Officer 35202-0561257-7
2 Mr. Mohammad Basit Hassan Executive Director 35202-2936471-7
3 Mr. Mohammad Ali Hassan Non-Executive Director 35202-8680689-3
4 Mr. Tahir Azam Non-Executive Director 35202-1586099-7
5 Mr. Shaukat Hassan Chairman Board of Directors 35202-2937890-9
6 Mr. Zalmai Azam Non-Executive Director 35202-8613893-1
7 Mr. Tabassum Munir Independent Director 35201-2475737-5
8 Dr. Safdar Ali Butt Independent Director 61101-1938034-7
9 Mr. Syed Asad Abbas Hussain Independent Director 611017-914566-9
10 Mr. Syed Mujahid Jameel Ghaznavi Non-Executive Director 61101-0907195-1

LIST OF RESTRICTED EMPLOYEES OF THE BOOK RUNNER

S.no Name (as per CNIC) Designation UIN/CNIC


1 Mr. Muhammad Shahid Ali Chief Executive Officer 42301-0870728-7
2 Mr. Syed Kashif ul Hassan Managing Director, Investment Banking 42301-2295321-7
Shah
3 Mr. Nasim Beg Advisor to Corporate Finance 42301-5558488-3
Executive Director & Head of Corporate
4 Mr. Zeshan Afzal 42501-8031535-3
Finance
5 Mr. Rafique Bhundi Sr. Vice President, Corporate Finance 42201-2497903-1
6 Mr. Ahmed Rajani Vice President, Corporate Finance 42201-4832681-5
7 Mr. Syed Saquib Ali Vice President, Corporate Finance 42201-4292146-1
8 Mr. Abdul Qadir Analyst, Corporate Finance 42301-2989158-1

Page 80 of 93
9 Mr. Muhammad Ali Siddiqui Analyst, Corporate Finance 42501-2740531-7
10 Ms. Shaima Ghani Analyst, Corporate Finance 42201-1517006-6
11 Ms. Amira Aswani Analyst, Corporate Finance 42301-0725240-6
12 Mr. Tahir Abbas Asst. Vice President, Research 42201-9867974-9
13 Mr. Shahbaz Ashraf Head of Research 42201-3317016-7
14 Mr. Sarwar Khan Head of Compliance 54400-1389625-3
15 Mr. Sardar Khan Library Assistant, Research 42501-2640314-3
16 Mr. Saeed Ahmed Officer, Corporate Finance 42201-2425208-1

8.6 INSPECTION OF DOCUMENTS AND CONTRACTS

Copies of the memorandum and articles of association, the audited financial statements, the Auditors
certificates, information memorandum and copies of agreements referred to in this Prospectus may be
inspected during usual business hours on any working day at the registered office of the Company from the
date of publication of this Prospectus until the closing of the subscription list.

8.7 LEGAL PROCEEDINGS

There are no litigations or proceedings by or against the Company pending before any court of law or
authority.

8.8 MEMORANDUM OF ASSOCIATION

The memorandum of association of the Company (MOA), inter alia, contains the objects for which the
Company was incorporated and the business that the Company is authorized to undertake. A copy of the MOA
is annexed to this Prospectus and with every issue of the Prospectus except the one that is released in
newspapers as advertisement.

8.9 FINANCIAL YEAR OF THE COMPANY

The financial year of the Company commences on July 1st and ends on June 30th each year.

8.10 REVALUATION OF FIXED ASSETS

Assets are reported at cost less accumulated depreciation and no revaluation has been conducted.

8.11 CAPITALIZATION
Bonus Shares of PKR 500,020,000/- were issued during the financial year 2014 details of which are as
follows:
Sr # SHAREHOLDER Number of Shares Rupees
1. Mrs. Arifa Shaukat 1,500,060 150,006,000
2. Mrs. Uzra Tahir 2,000,080 200,008,000
3. Mr. Muhammad Basit Hassan 500,020 50,002,000
4. Mr. Hassan Tahir 500,020 50,002,000
5. Mr. Muhammad Ali Hassan 500,020 50,002,000
5,000,200 500,020,000

Page 81 of 93
PART 9

9 APPLICATION AND ALLOTMENT INSTRUCTIONS

9.1 GENERAL INSTRUCTIONS

9.1.1 Eligible investors include:

a. Pakistani citizens resident in or outside Pakistan or persons holding two nationalities including Pakistani
nationality;

b. Foreign Nationals whether living in or outside Pakistan;

c. Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to
the extent permitted by their constitutive documents and existing regulations, as the case may be);

d. Mutual funds, provident/pension/gratuity funds/trusts, (subject to the terms of the trust deed and existing
regulations); and

e. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

9.1.2 APPLICATION MUST BE MADE ON THE COMMISSIONS APPROVED APPLICATION FORM


OR A LEGIBLE PHOTOCOPY THEREOF ON A PAPER OF A4 SIZE WEIGHING AT LEAST 62
GM.

9.1.3 Copies of this Prospectus and applications forms can be obtained from members of KSE& LSE, the Bankers
to the Issue and their Branches, the Lead Managers and the Book Runner, and the registered office of the
Company. The Prospectus and the Bidding Form can also be downloaded from the following websites:
http://www.hitechlubricants.com and http://www.arifhabibltd.com.

9.1.4 The applicants opting for scrip less form of shares are required to complete the relevant sections of the
application. In accordance with the provisions of the Central Depositories Act, 1997 and the CDCPL
Regulations, credit of such shares is allowed ONLY in the applicants own CDC account. In case of
discrepancy between the information provided in the application form and the information already held by
CDS, the Company reserves the right to issue shares in physical form.

9.1.5 Name(s) and address(s) must be written in full block letters, in English and should not be abbreviated.

9.1.6 All applications must bear the name and signatures corresponding with that recorded with the applicant's
banker. In case of difference of signatures with the bank and computerized national identity card (CNIC) or
national identity card for overseas Pakistanis (NICOP) or passport both the signatures should be affixed on
the application form.

9.1.7 APPLICATIONS MADE BY INDIVIDUAL INVESTORS

(i) In case of individual investors, an attested photocopy of CNIC (in case of resident Pakistanis)/passport (in
case of non-resident Pakistanis) as the case may be, should be enclosed and the number of CNIC/passport
should be written against the name of the applicant. Copy of these documents can be attested by any
federal/provincial government gazette officer, councilor, oath commissioner or head master of high school
or bank manager in the country of applicant's residence.

(ii) Original CNIC/passport, along with one attested photocopy, must be produced for verification to the Banker
to the Issue and the applicant's banker (if different from the Banker to the Issue) at the time of presenting the

Page 82 of 93
application. The attested photocopy will, after verification, be retained by the bank branch along with the
application.

9.1.8 APPLICATIONS MADE BY INSTITUTIONAL INVESTORS

(i) Applications made by companies, corporate bodies, mutual funds, provident/pension/gratuity funds/trusts and
other legal entities must be accompanied by an attested photocopy of their memorandum and articles of
association or equivalent instrument/document. Where applications are made by virtue of power of attorney,
the same should also be submitted along with the application. Any federal/provincial government gazette
officer, councilor, bank manager, oath Commissioner and head master of high school in the country of
applicant's residence can attest copies of such documents.

(ii) Attested photocopies of the documents mentioned in paragraph 9.1.8 (i) must be produced for verification to
the Banker to the Issue and the applicant's banker (if different from the banker to the Issue) at the time of
presenting the application. The attested copies, will after verification, be retained by the bank branch along
with the application.
9.1.9 Only one application will be accepted against each applicant, however, in case of joint account, one
application may be submitted in the name of each joint account holder.

9.1.10 Joint application in the name of more than two persons will not be accepted. In case of joint application each
applicant must sign the application form and submit attested copies of their CNICs/passport. The shares will
be dispatched to the person whose name appears first on the application form while in case of CDS, it will be
credited to the CDS account mentioned on the face of the form and where any amount is refundable, in whole
or in part, the same will be refunded by cheque or other means by post, or through the bank where the
application was submitted, to the person named first on the application form, without interest, profit or return.
Please note that joint application will be considered as a single application for the purpose of allotment of
shares

9.1.11 Subscription money must be paid by cheque drawn on applicant's own bank account or pay order/bank draft
payable to one of the Bankers to the Issue in favor of account IPO of Hi-Tech Lubricants Limited
General Public Account and crossed A/C PAYEE ONLY.

9.1.12 For the applications made through pay order/bank draft, it would be permissible for a Banker to the Issue to
deduct the bank charges while making refund of subscription money to unsuccessful applicants through pay
order/bank draft individually for each application.

9.1.13 The applicant should have at least one bank account with any of the commercial banks. The applicants not
having a bank account at all (non-account holders) are not allowed to submit application for subscription of
Shares.

9.1.14 Applications are not to be made by minors and/or persons of unsound mind.

9.1.15 Applicants should ensure that the bank branch, to which the application is submitted, completes the relevant
portion of the application form.

9.1.16 Applicants should retain the bottom portion of their application forms as provisional acknowledgement of
submission of their applications. This should not be construed as an acceptance of the application or a
guarantee that the applicant will be allotted the number of Shares for which the application has been made.

Page 83 of 93
9.1.17 Making of any false statements in the application or willfully embodying incorrect information therein shall
make the application fictitious and the applicant or the bank shall be liable for legal action.

9.1.18 Bankers to the Issue are prohibited to recover any charges from the subscribers for collecting subscription
applications. Hence, the applicants are advised not to pay any extra charges to the Bankers to the Issue.

9.1.19 It would be permissible for a Banker to the Issue to refund subscription money to unsuccessful applicants
having an account in its bank by crediting such account instead of remitting the same by cheque, pay order or
bank draft. Applicants should, therefore, not fail to give their bank account numbers.

9.1.20 Submission of Fictitious and multiple applications (more than one application by same person) is prohibited
and such Application Money may be forfeited under section 87(8) of the Securities Act, 2015.

ADDITIONAL INSTRUCTIONS FOR FOREIGN/NON-RESIDENT INVESTORS

9.1.21 In case of foreign investors that are not individuals, applications must be accompanied with a letter on the
applicant's letterhead stating the legal status of the applicant, place of incorporation and operations and line
of business. A copy of memorandum of association or an equivalent document should also be enclosed, if
available. Where applications are made by virtue of Power of Attorney, the same must be lodged with the
application. Copies of these documents can be attested by the bank manager in the country of applicant's
residence.

9.1.22 Applicants may also subscribe using their Special Convertible Rupee Account (SCRA) as set out under the
State Bank of Pakistan's Foreign Exchange Manual.

BASIS OF ALLOTMENT

9.1.23 The basis and conditions of transfer of shares to the General Public shall be as follows:

a) The minimum amount of application for subscription of 500 ordinary shares is Issue Price x
500Shares.Application for Shares below the respective amounts mentioned in this paragraph shall not be
entertained.
b) Application for Shares must be made for 500 Shares or in multiple thereof only. Applications, which are neither
500 Shares nor for multiple thereof, shall be rejected.
c) Allotment/Transfer of Shares to successful applicants shall be made in accordance with the allotment
criteria/instructions disclosed in the Prospectus.
d) Allotment of Shares shall be subject to scrutiny of applications in accordance with the criteria disclosed in the
Prospectus and / or the instructions by the Securities and Exchange Commission of Pakistan.
e) Applications, which do not meet the above requirements, or applications which are incomplete will be rejected.
The applicants are, therefore, required to fill in all the data fields in the Application Form.
f) The Company will dispatch shares to successful applicants through their Bankers to the Issue or credit the
respective CDS accounts of the successful applicants (as the case may be).

9.2 BANKERS TO THE ISSUE

Code No. Bank Code No. Bank


01 Bank Al Habib Limited 06 MCB Bank Limited
02 Bank Alfalah Limited 07 Meezan Bank Limited
03 Bank of Punjab 08 Samba Bank Limited
04 Habib Bank Limited 09 Summit Bank Limited*
05 Habib Metropolitan Bank 10 United Bank Limited*

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9.3 E-IPO FACILITIES*

In order to facilitate the investors, the Issuer has arranged provision of e-IPO facility through United
Bank Limited (UBL) and Summit Bank Limited that are among the Bankers to the Issue. The
accountholders of United Bank Limited can use UBLs net-banking to submit their applications online
via link http://www.ubldirect.com/corporate/ebank and the accountholders of Summit Bank Limited
can use Summit Bank Limiteds net-banking to submit their application via
https://ib.summitbank.com.pk. The accountholders of United Bank Limited & Summit Bank can submit
their applications through this links 24 hours a day during the subscription period which will close at
12:00 midnight on January 27, 2016.

9.4 DIVIDEND MANDATE OPTION:

Investors are encouraged to fill in the column under the heading, Dividend Mandate Option given in the
Shares Subscription Form to enable the Company to directly credit the future cash dividends, if any, into the
shareholders respective bank accounts.

9.5 CODE OF OCCUPATION

Code No. Occupation Code No. Occupation


01 Business 06 Professional
02 Business Executive 07 Student
03 Service 08 Agriculturist
04 Housewife 09 Industrialist
05 Household 10 Others

9.6 NATIONALITY CODE

Code No. Name of country Code No. Name of country


001 U.S.A 006 Bangladesh
002 U.K 007 China
003 U.A.E 008 Bahrain
004 K.S.A 009 Other
005 Oman

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PART 10

10 REGISTRATION FORM & BIDDING FORM OF HI-TECH LUBRICANTS LIMITED

Registration and Bidding Forms will be included in the printed version of the Prospectus

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PART 11
11 SIGNATORIES TO THE PROSPECTUS

-sd- -sd-
----------------------- ---------------------
Mr. Shaukat Hassan Mr. Muhammad Ali Hassan
Chairman Director

-sd- -sd-
---------------------- ---------------------
Mr. Hassan Tahir Mr. Zalmai Azam
CEO Director

-sd- -sd-
---------------------- ---------------------
Mr. Muhammad Basit Hassan Mr. Muhammad Tabassum Munir
Director Director

-sd- sd-
--------------------- ---------------------
Mr. Tahir Azam Dr. Safdar Ali Butt
Director Director

sd- sd-
--------------------- ---------------------
Mr. Syed Asad Abbas Hussain Mr. Syed Mujahid Jameel Ghaznavi
Director Director

Signed by the above in presence of witnesses:

Witness 1 Witness 2

-sd- -sd-
__________________ __________________

Mr. Muhammad Imran Mr. Ahmad Shuja

CFO and Company Secretary Country Manager Sales

Dated: November 02, 2015

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PART 12
12 MEMORANDUM OF ASSOCIATION

THE COMPANIES ORDINANCE, 1984

(COMPANY LIMITED BY SHARES)

MEMORANDUM OF ASSOCIATION

OF

HI-TECH LUBRICANTS LIMITED


I) The name of the Company is HI-TECH LUBRICANTS LIMITED.

II) The Registered Office of the Company will be situated in the Province of Punjab.

III) The objects for which the Company is established are all or any of the following:-

1) To carryon business in oil, petroleum and gas sector of purchase and sale, import and export
of products, to act as dealers and distributors, to fabricate, construct, erect, lay, and
manufacture plant and machinery and apparatus for oil and petroleum, gas and chemical
installations and to purchase or otherwise acquire, produce, manufacture, refine, treat, purify,
blend, reduce, distill, store, transport, market, distribute, supply, sell and otherwise dispose
off and generally trade in any and all kinds of oil, petroleum and gas and their products,
providing consultancy services, preparation of feasibilities, projections, surveys, due
diligence reports, assistance in enhanced oil methodology and technology, specific technical
solutions, facilitation assistance and participation in studies and workings in oil and gas sector
by own or through entering into contracts with National, International and multinational
organizations.

2) To construct, own and operate oil refineries, blending plant for lubricant and for grease petrol
pumps, service stations, workshops, and other facilities, and to purchase or otherwise acquire,
produce, manufacture, refine, treat, purify, reduce, distil, store, transport, market, distribute,
supply sell and otherwise dispose of and generally trade in any and all kinds of petroleum and
petroleum products, oils, gas, hydrocarbons, petrochemicals, asphalt, bituminous substances
and the products and byproducts which may be derived, produced, repaired, developed,
compounded, made or manufactured there from and or acquire and take over the running or
like to be running business of alike nature with or without assets, liabilities, rights, privileges,
goodwill, registration, trade mark, import and export registration, or any other facilities.

3) To setup, install, erect, establish, run, control, manage and operate an industrial undertaking
for the manufacture, production, formulation and blending of lubricating oils anywhere in
Pakistan.

4) To import, export and sell or otherwise deal in oil, petroleum and gas products and to own,
purchase or otherwise acquire or hire services for introduction and promotion of sale of oil,
petroleum and gas products either under the brand name or otherwise.

5) To refine, process, formulate, produce, buy, sell, export, import, indenting or otherwise deal
in all types of chemicals, petro-chemicals and petroleum industry or any nature, used or
capable of being used in the petro-chemical industry, industrial chemicals or any mixtures,
derivatives and compounds thereof.

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6) To carry on the business of running petrol pumps, diesel pumps, CNG pumps, sale of Mobil
oil, filters, blending and re-processing of all kinds of lubricants, greases and other related
products and to acquire, lease, rights, privileges, license, patents from government, semi-
government and private organizations for Liquid Petroleum Gas and to manufacture, pressure
vessels, metal containers and their parts LPG Cylinders of different capacities and sizes.

7) To establish mechanical workshops, units for wheel alignments & balancing, Lube Oils and
Grease processing, blending & reclamation plant and white oil production unit and to market
the above mentioned products through dealers, stockiest and other sales organizations all over
Pakistan.

8) To carry on the business of importers and exporters of all kinds of goods, articles and things
either manufactured semi-manufactured or raw materials.

9) To carryon and undertake legally permissible trading business of all sorts and to act as
indenters, importers, exporters, traders, suppliers manufacturers and commission agents and
retailers of products, commodities and materials in any farm or shape manufactured or
supplied by any company, firm, association of persons, body, whether incorporation or not,
individuals Government, Semi-Government or any Local authority.

10) To carry on the business of general order suppliers including Government, Semi-Government
Agencies, Armed Forces, Army, Military or Defence and commission agents, indenters,
traders and as general merchant wholesalers, retailers, dealers, distributors, stockiest agents,
sub-agents in any goods or products or within the scope of the object of the Company and
subject to any permission required under the law.

11) To apply for, tender, offer and accept purchase or otherwise acquire any contracts and
concession for in relation to the projection, execution carrying out improvements,
management, administration or control of works and conveniences and undertake, execute,
carry out, dispose of or otherwise turn to account the same.

12) To carry on in or outside Pakistan the business of manufacturers, importers, exporters,


indenters, transporters, dealers in all articles and commodities akin to or connected with any
off the business of the Company capable of being conveniently carried on or necessary for
the promotion of the objects herein contained, as permissible, under law.

13) To carry on business and obtain licenses for shipping agents, clearing and forwarding agents,
purchasing and indenting agents, selling agents, (except managing agent) on such terms and
conditions as the Company may think proper subject to any permission as required under the
law:

14) To carry on agency business (except managing agency) and to acquire and hold selling
agencies and to act as selling agents, commission agents, manufacturers representatives and
distributing agents of and for the distribution of all kinds of merchandise, goods,
commodities, products, materials, substances, articles and thinks whether finished, semi-
finished, raw, under process, refined, treated or otherwise pertaining to trade and commerce
and for that purpose to remunerate them and to open and maintain depots and branches as
allowed under the law.

15) To purchase, take on Lease or in exchange, hire, apply for or otherwise acquire and hold for
any interest, any rights, privileges, easements, trademarks, patents, patent, right, copyrights,
licenses, machinery, plants, stock-in-trade, and any movable and immovable property of any
kind necessary or convenient for the purposes of or in connection with the Company's

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business or any branch or department thereof and to use, exercise, rights, and information so
acquired, subject to any permission required under the law.

16) To acquire by concession, grant, purchase, barter, licence either absolutely or conditionally
and either solely or jointly with others any machinery, plants, equipments, privileges, rights,
licenses, trade, marks, patents, and other movable and immovable property of any description
which the Company may deem necessary or which may seem to the Company capable of
being subject to any permission as required under the law.

17) To act as representatives, for any person, firm or company and to undertake and perform sub-
contracts, and also act in the business of the Company through or by means of agents, sub-
contractors and to do all or any things mentioned herein in any part of the world and either
alone or in collaboration with others and by or through agents, sub-contractors, or otherwise.

18) To go in for, buy otherwise acquire and use any patent design, copy right, license, concession,
convenience, innovation invention, trademarks, or process, rights, or privileges, plants, tools
or machinery and the like in Pakistan or elsewhere, which may for the time being appear to
be useful or valuable for adding to the efficiency or productivity of the Company's work or
business, as permissible under the law.

19) To acquire and carry on all or any part of the business or property of any person, firm,
association or company suitable for any of the purposes of the Company or carrying on any
business which this Company is authorized to carryon and in consideration for the same, to
pay cash or to issue shares of the Company.

20) To enter into arrangements with the government or authority (supreme, municipal, local or
otherwise) or any corporation, company, or persons that may seem conducive to the
Company's objects or any of them and to obtain from any such government, authority,
corporation, company or person any charters, contracts, rights, privileges and commission
which the Company may think desirable and to carryon exercise and comply with any such
charters, contracts, decrees, rights, privileges and concessions.

21) To enter into partnership, to amalgamate, or merge and/or to buy on all interests, asset,
liabilities, stocks, or to make any arrangement for sharing profits, union of interests, co-
operation, joint-venture reciprocal concession or otherwise with any person, firm or company
carrying on or proposing to carry on any business which this Company is authorized to carry
on or which is capable of being conducted so as directly or indirectly to benefit this Company
and to have foreign collaborations and to pay royalties / technical fees to collaborators subject
to the provisions of the Companies Ordinance, 1984.

22) To establish, promote or assist in establishing or promoting and subscribe to or become a


member of any other company, association or club whose objects are similar or Part similar
to the objects of this Company or the establishment or promotion of which may be beneficial
to the Company, as permissible under the law.

23) To open accounts with any Bank or Banks and to draw, make, accept, endorse, execute, issue,
negotiate and discount cheques, promissory notes, bills of exchange, bills of lading, warrants,
deposit notes, debentures, letter of credit and other negotiable instruments and securities.

24) To arrange local and foreign currency Loans from scheduled banks, industrial banks and
financial institutions for the purpose of purchase, manufacture, market, supply, export and
import of machinery, construction of factory, building and for the purpose of working capital
or for any other purpose.

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25) To sell or otherwise dispose of the whole or any part of the undertaking of the Company,
either together or in portions for such consideration as the Company may think fit and in
particular, for shares, debenture-stock or securities of any Company purchasing the same.

26) To borrow or raise money by means of loans or other legal arrangements from banks, or other
financial institutions, or Directors in such manner as the Company may think fit and in
particular by issue of debentures, debenture stock, perpetual or otherwise convertible into
shares and to mortgage, or charge the whole-or any part of the property assets of the
Company, present or future, by special assignment or to transfer or convey the same
absolutely or in trust as may seem expedient and to purchase, redeem or payoff any such
securities.

27) To pay all costs, charges, and expenses preliminary or incidental, incurred in formation or
about the promotion and establishment of the Company and to remunerate any person, firm
or company for services rendered or to be rendered in or about the formation or promotion of
the Company or the conduct of its business.

28) To give any servant or employee of the Company commission in the profits of the Company's
business or any branch thereof and for the purpose to enter into any agreement or scheme of
arrangement as the Company may deem fit and to procure any servants or employees of the
Company to be insured against risk of accident in the course of their employment by the
Company.

29) To establish and support or aid in the establishment and Support of associations, institutions,
funds and conveniences calculated to benefit persons who are or have been Directors of or
who have been employed by or who are serving or have served the Company or any other
Company which is a subsidiary or associate of the Company or the dependents or connection
of such persons and to grant pensions, gratuities, allowances, reliefs and payments in any
other manner calculated to benefit the persons described herein.

30) To distribute any of the Company's property and assets among the members in specie or in
any manner whatsoever in case of winding up of the company.

31) To issue/accept guarantees for the performance of the contracts, agreements, obligations or
discharge of any debt of the company or on behalf of any associated company/undertaking
in relation to the payment of any financial facility including but not limited to loans, advances,
letters of credit or other obligations through creation of any or all types of mortgages, charges,
hypothecations, on execution of the usual banking documents or instruments or otherwise
encumbrance on any or all of the moveable or immovable properties of the Company either
present or future or both and issuance of any other securities or sureties by any other means
in favor of any banks, non-banking finance companies, or any finance institutions and to
borrow money for the purpose of the company or any associated company/undertaking on
such terms and conditions as may be considered appropriate by the Company.".

32) To carry out joint venture agreements with other companies or countries within the scope of
the objects of the Company.

33) To cause the Company to be registered or recognized in any foreign country.

34) To do and perform all other legally permissible acts and things as are incidental or conducive
to the attainment of the above objects or any of them.

35) To apply for and obtain necessary consents, permissions and licenses from any Government,
State, Local and other Authorities for enabling the Company to carry on any of its objects
into effect as and when required by law.

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36) To take over the running business now carried on by the partnership firm, M/S HI-TECH
LUBRICANTS, Lahore with all its assets, liabilities, stocks, contracts, right, privileges,
properties, both movable and immovable with the exclusive right to use its name.

37) It is declared that notwithstanding anything contained in the foregoing object clauses of this
Memorandum of Association nothing contained therein shall be construed as empowering the
Company to undertake or to indulge in business of banking company, banking, leasing,
investment, managing agency or insurance business directly or indirectly as restricted under
the law or any unlawful application.

38) It is further declared that notwithstanding anything stated in any object clause, the Company
shall obtain such other approval or licence from the competent authority, as may be required
under any law for the time being in force, to undertake a particular business.

IV) The liability of the members is limited.

V) The Authorized Capital of the Company is Rs. 1,500,000,000/- (Rupees One Billion Five Hundred
Million only) divided into 150,000,000 (One Hundred Fifty Million) ordinary shares of Rs. 10/-
(Rupees Ten only) each with powers to increase and reduce the Capital of the Company and to divide
the shares in the Capital for the time being into several classes in accordance with the provisions of
the Companies Ordinance, 1984.

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PART 13

13 APPLICATION FORM

Application Form will be included in the printed version of the Prospectus

Page 93 of 93