Phousy Construction and Development Public Company Initial Public Offering (IPO) of Total 100,000,000 ordinary shares with par value of LAK 1,000 per share Offering Price: The public investors for 90,000,000 shares offering price LAK 1,200 per share The executives and employees of the Company for 10,000,000 shares offering price LAK 1,100 per share Subscription Period: Between 8:30a.m. - 03:30p.m. of During 17th- 21st July 2017 Financial Advisor: APM(LAO) Securities Co., Ltd. Lead Underwriter : Lanexang Securities Public Company External Auditor : PricewaterhouseCoopers (Lao) Sole Co., Ltd. Legal Advisor : Lao Law & Consultancy Group Sole Co., Ltd. Warning This prospectus has been conducted to investors for study before making a decision to invest in offering securities. The effectiveness of this prospectus does not representation that the Lao Securities Commission Office (LSCO) or Lao Securities Exchange (LSX) has recommended investment in the securities, nor assured the value or returns on investment of the securities, nor certified the accuracy and completeness of information contained in this prospectus. The liability for certification of the accuracy and completeness of information contained in this prospectus rests with the Company that offers of securities. If the prospectus contains any false or omits to state any material information which should be disclosed, shareholders who purchase the IPO shares and still hold that shares shall be entitled to claim damages from the Company pursuant to the relevant laws and regulations in the Lao PDR. Warning: Investing in the Company’s shares involves risk. Investors should consider the information herein before making a decision to invest. Phousy Construction and Development Public Company Phousy Construction and Development Public Company is offering 100,000,000 newly issued ordinary shares (“Offering Shares”), in accordance with the rules and regulations of LSCO pursuant to the Initial Public Offering (“IPO”). As part of the IPO, the Offering Shares are being allotted and offered in public to investors in Lao PDR, foreign investors and the executives and employees of the Company by Lanexang Securities Public Company (“LXS” or “Underwriter”) and Lao Development Bank (“LDB”) all branches in Lao PDR as selling agent. The Company has not submitted filing for approval to offering in other countries in reliance on applicable laws except in Lao PDR. --------------------------------------------- This prospectus originally written in Lao language (“Lao prospectus”) has been filed with LSCO. The English translation (“English prospectus”) of the Lao prospectus was prepared by the Company and APM(LAO) Securities Co., Ltd. (“FA” or “APMLAO”). Although care was taken to render the translation as reliable as possible, it does not carry any legal authority and no representation is made to its accuracy and the English prospectus is not a prospectus defined under the Securities Law No.21/NA (“SEC Law”). Only the original Lao prospectus has legal force under the SEC law and the Lao law requires the distribution of a prospectus that has become effective under the SEC Law in connection with any public offering of securities in Lao PDR. The offering will be in compliance with the applicable rules and regulations of the LSCO and the Lao prospectus was prepared specifically for the initial public offering of the Offering Shares in Lao PDR. The Offering Shares have not submitted filing for approval to offering in other countries, so this prospectus is not complied for rules and regulations of the other countries. The Lao prospectus and English prospectus should be read together prior to making an investment decision to buy the Offering Shares. This offering is the initial public offering of the Company’s newly issued shares and if the LSX approves the initial listing application of the Company, the Company’s ordinary shares will be listed on the LSX. The LSX is a secondary market which was established in October 2010 in order to be a place to trade and make liquidity of listed securities. The Company expects that payment for the Offering Shares will be occurred within the offering period. The delivery of the Offering Shares to shareholders will be made through the LSX’s depository with the Securities Depository Center. The Company also expects that the Company’s ordinary shares will be approved for listing on the LSX no more than 7 days after submitting the listing application. Prior to investment in the Offering Shares, investors should consider all risks involved by please read the sections titled “Risk Factors” prior to invest in the Offering Shares. All investment involves risk, Investors should consider the information herein before making a decision to invest. ==================== Phousy Construction and Development Public Company ➢ Issuer: ➢ Financial Advisor: Phousy Construction and Development Public APM (LAO) Securities Co., Ltd. Company APMLAO Building, Khounbulom Road, 6th Floor, Vientiane Plaza Hotel, Sailom Road, Hatsady Village, Chanthabouly District, Hatsady Village, Chanthabouly District, Vientiane Vientiane Capital Capital Tel: (+856 21) 2353420 Tel: (+856-21) 265394 Fax: (+856-21) 265394 ➢ Legal Advisor: ➢ External Auditor: Lao Law & Consultancy Group Sole Co., PriceWaterhouseCoopers (Lao) Sole Ltd. Co., Ltd. LLC Building, Nongbone Road, ANZ Commercial Building, 4th Fl. Nongbone Village, Saysettha District, Lane Xang Avenue, Hatsady Village, Vientiane Capital Chanthabouly District, Vientiane Capital Tel: (+856 21) 261391, 264866, 264877 Tel: (+856 21) 222718-9 Fax: (+856 21) 264334 Fax: (+856 21) 222723 ➢ Underwriter: ➢ Selling Agent: Lanexang Securities Public Company Lao Development Bank (LDB) Lao Securities Exchange Building., 5th Fl. Sihom Village, Chanthabouly District, T4 Road, Phonthan Village Vientiane Capital Saysettha District, Vientiane Capital Tel: (+856 21) 213300 Tel: (+856 21) 265461-4 Fax: (+856 21) 241275 Fax: (+856 21) 265465-6 And all LDB’s branches in Lao PDR (Details in Part 2.0) ==================== Phousy Construction and Development Public Company Contents Defination Part 1 Phousy Construction and Development Public Company 1.0 Executive Summary Part 1.0-1 1.1 Issuing Company Part 1.1-1 1.2 Use of Proceeds Part 1.2-1 1.3 Risk Factors Part 1.3-1 1.4 Current Business Part 1.4-1 1.5 Future Plan Part 1.5-1 1.6 Asset Used in Business Operation Part 1.6-1 1.7 Legal Disputes Part 1.7-1 1.8 Capital Structure Part 1.8-1 1.9 Management and Corporate Governance Part 1.9-1 1.10 Internal Control Part 1.10-1 1.11 Related Party Transactions Part 1.11-1 1.12 Financial and Operating Results Part 1.12-1 Part 2 Information Relating to the Offering 2.1 Description of ordinary shares Part 2-1 2.2 Share Transfer Restriction Part 2-3 2.3 Determination of Offering Price Part 2-3 2.4 Distribution, Subscription and Allocation of IPO Part 2-3 2.5 Delivery of Share Part 2-8 2.6 Offering Plan and Use of Proceeds Part 2-8 2.7 Objective of using fund from IPO Part 2-9 Part 3 Certification of the Accuracy 3.1 Certification by the Company Part 3-1 3.2 Certification by the Financial Advisor Part 3-2 3.3 Certification by the Underwriter Part 3-3 Appendix I Information of Board of Director and Executives Appendix II Financial Statement for the year 2013-2015 and 6 period ended 30th June 2016 Appendix III Subscription Form Phousy Construction and Development Public Company Table of Contents Table 1.1.1: Summary of Highlighted Events Part 1.1-1 Table 1.1.2: Related parties Summary Part 1.1-2 Table 1.2.1: Uses of proceeds from IPO Part 1.2-1 Table 1.4.1: Details of the registration form enterprises. Part 1.4-1 Table 1.4.2: Highlighted Projects Part 1.4-3 Table 1.4.3: Table of projects that have been signed and continued for Part 1.4-7 Construction or project that has not been handed-over on the Date of 30-Jun-2016 Table 1.4.4: Table of projects under design phase to prepare for the bidding Part 1.4-8 And contract signing in 2016 Table 1.4.5: Investment Indicator Part 1.4-18 Table 1.5.1: The use of proceeds from IPO Part 1.5-1 Table 1.6.1: Net Book Value as in Financial Statement Year 2015 Part 1.6-1 Table 1.6.2: Details of Lands own by the Company Part 1.6-1 Table 1.6.3: Contract of the road upgrading project on the route number 3503 Part 1.6-2 Table 1.6.4: Contract of Road 2 – levels asphalt paving on the route Part 1.6-3 Number 2501 Table 1.6.5: Road construction project along the borders of Part 1.6-4 Laos-Vietnam-Cambodia Table 1.6.6: Contract of loan from ST Bank, Luang Prabang Province branch Part 1.6-6 Table 1.6.7: Contract of loan from ST Bank, Luang Prabang Province branch Part 1.6-6 Table 1.8.1: The Company’s shareholding structure before and after IPO Part 1.8-1 Table 1.9.1: Name lists of Board of Directors Part 1.9-2 Table 1.9.2: Remuneration of Board of Directors and the Committee of Part 1.9-8 Board of Directors Table 1.9.3: Number of Employee from 2014 to 30th June 2016 Part 1.9-8 Table 1.11.1: List of connected persons Part 1.11-1 Table 1.11.2: Summary of Related Parties’ Transaction Part 1.11-2 Table 1.12.1: Summary of Audited Financial Report Part 1.12-1 Table 1.12.2: Balance Sheet Part 1.12-2 Table 1.12.3: Income Statement Part 1.12-3 Table 1.12.4: Cash flow statement Part 1.12-3 Table 1.12.5: Financial Ratio Part 1.12-4 Table 1.12.6: Revenue Structure based on Construction Project Part 1.12-5 Table 1.12.7: Amount of Trade and other receivables Part 1.12-7 Table 1.12.8: Land, building, and equipment at the end of 31st December 2015 Part 1.12-7 Table 2.3.1 : The comparing