Mr.

Zhao
Chief Executive Officer (CEO)
Barisal Electric Power Company Limited (BEPCL)
House-12KA, Road-10, Baridhara Diplomatic Zone, Dhaka

December 21, 2023

Mr. Md. Moinul Alam

Managing Director
ISO Tech Electrification Company
House 57, Road 04, Block C, Banani, Dhaka 1213

Re: ITECL/BEPCL-PCR/Due.CSA/001/12/2023

Dear Mr. Moinul,

I am writing in response to your request letter dated December 18, 2023 wherein you made
certain demands related to the due payment of CSA.

After reviewing the contents of your letter and discussing it with our legal consultant, I would
like to address the concerns and issues you have raised:

1. Concern over CIB report’s effects on the operational procedure of BEPCL

In your letter, you mentioned that you have defaulted in the repayment of the loan of BDT
154.06 million availed from Trust Bank Limited in due time and the bank has marked the
loan accounts as Bad Loan (BL) to CIB Database. You believe your default will affect CIB
Report, CAMELS Rating and operational procedures of BEPCL as well since you are still a
Director of BEPCL through Iso Tech Electrification Company Limited.

I would like to clarify that the loan of BDT 154.06 you availed against your another company
‘Intelli Engineering Limited’ has nothing to do with BEPCL as the loan you procured was for
a different entity not connected with BEPCL. The ‘Intelli Engineering Limited’ is neither a
shareholder nor a subsidiary company of BEPCL. Considering the above facts, we, at the
advice of our consultants, hold that BEPCL shall not bear any responsibility for the default of
a loan not availed by you in the capacity of BEPCL’s director.
We also completely disagree with your factual assessment that your default in the said loan
could influence our CIB Report, CAMELS Rating and operational procedures of BEPCL and
we hold them groundless.

2. Concerns over Trust Bank’s letter to RJSC, BIDA and Bangladesh Bank
You also mentioned that Trust Bank Limited has issued several Letters to RJSC, BIDA, The
Central Bank requesting not to convert any USD in favor of BEPCL until repayment of my
defaulted liabilities. As per the professional opinion of our Legal Counsel, such letters from
Trust Bank to RJSC, BIDA or BB do not have any legal effect and are outside the scope of
existing laws. As we mentioned earlier, you are only a minor shareholder director in BEPCL
who owns just 400 shares out of 144,535,666 shares of the company. Thus we understand that
the concerned authorities cannot take any punitive action against BEPCL for the personal
default of any of its minor shareholder directors in matters not related to BEPCL.

3. Regarding attachment of your shares in BEPCL.

You further mentioned that You have given a Personal Guarantee to the Bank, they can attach
any of your property including the shares of BEPCL through court’s order. We agree with
you on the point that the court can attach all your properties for loan default, but we also hold
that attaching your 400 shares out of 144,535,666 shares of the company will not have
notable effects on the operation of BEPCL. Even if you are arrested by court’s order, your
absence will not hamper the decision making process of our company because as per the
AOA of BEPCL, the quorum can be fulfilled without your participation.

4. Regarding Claim of USD 8.35 million

You also claimed that according to our last amended CSA signed with HLPI, all the
conditions have been fulfilled (COD achieved and Land Lease Completed). Thus, a payment
of USD 8.35 million has been due for your company ESPMS (Instead of VPL) since October
20. Regarding this we strongly disagree with you and we maintain that you did not fulfill
your promised service and you failed to accomplish the task as per stipulated terms of CSA.
Because of your non-performance, our company suffered losses and thus we are entitled to
claim damages from you. Additionally, you did not even pay the price of 400 shares you
subscribed to in our company. We have rightfully communicated our dissatisfaction with
your performance and you are well aware of that. So your claim of the said 8.35 USD is
baseless.
As a gesture of goodwill and in the interest of resolving this matter amicably, I propose you
to avail the prescribed legal procedure as per the CSA.

Please let me know your thoughts on my proposal. If you have further details or documents
that you believe I should consider, please forward them to my attention.

Thank you for your understanding, and I look forward to resolving this matter to our mutual
satisfaction.

Sincerely,

Mr. Zhao

Phone Number:

Email:

Enclosures: [List of any enclosed documents if any]