Form and Content of Prospectus and Short Prospectus in the Context of Public Offering of Debt Securities

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FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 9 /POJK.04/2017
CONCERNING
THE FORM AND CONTENT OF PROSPECTUS AND SHORT PROSPECTUS IN THE CONTEXT OF PUBLIC OFFERING OF DEBT SECURITIES BY THE GRACE OF GOD THE ALMIGHTY THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY,

Considering: that in order to adjust to international standards and to improve the quality of information disclosure in the Prospectus and Short Prospectus in the context of the public offering of debt securities, it is necessary to perfect regulations regarding guidelines on the form and content of the Prospectus in the context of Public Offering and regulations regarding guidelines on the form and content of the Short Prospectus in the context of Public Offering by establishing a Financial Services Authority Regulation concerning the Form and Content of Prospectus and Short Prospectus in the context of Public Offering of Debt Securities;

Recalling: 1. Law Number 8 of 1995 concerning the Capital Market (State Gazette of the Republic of Indonesia Year 1995 Number 64, Supplement to the State Gazette of the Republic of Indonesia Number 3608); FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA

Law Number 21 of 2011 concerning the Financial Services Authority (State Gazette of the Republic of Indonesia Year 2011 Number 111, Supplement to the State Gazette of the Republic of Indonesia Number 5253);

DECIDES:
Establish: FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING THE FORM AND CONTENT OF PROSPECTUS AND SHORT PROSPECTUS IN THE CONTEXT OF PUBLIC OFFERING OF DEBT SECURITIES.

CHAPTER I
GENERAL PROVISIONS

Article 1
In this Financial Services Authority Regulation, the following terms are defined as:

Prospectus is any written information related to the Public Offering with the aim for other Parties to purchase Securities.
Initial Prospectus is a written document containing all information in the Prospectus submitted to the Financial Services Authority as part of the Registration Statement, except for information regarding the nominal value, quantity, and offering price of the Securities, underwriting of the Securities issuance, bond interest rates, or other matters related to offering requirements that cannot yet be determined.
Short Prospectus is a summary of the content of the Initial Prospectus.
Public Offering is the offering activity of Securities conducted by the Issuer to sell Securities to the public according to the procedures regulated in Law Number 8 of 1995 concerning the Capital Market and its implementing regulations.
Registration Statement is a document that must be submitted to the Financial Services Authority by the Issuer in the context of the Public Offering.
Securities are negotiable instruments, namely debt acknowledgment instruments, commercial paper, shares, bonds, debt certificates, Investment Contract Units, futures contracts over Securities, and every derivative of Securities.
Issuer is the Party conducting the Public Offering.
Public Company is a Corporation whose shares are owned by at least 300 (three hundred) shareholders and have paid-up capital of at least Rp3,000,000,000.00 (three billion rupiah) or a number of shareholders and paid-up capital determined by Government Regulation.
Party is an individual, company, joint venture, association, or organized group.
Capital Market is activities related to Public Offering and trading of Securities, Public Companies related to the Securities they issue, and institutions and professions related to Securities.
Issuer Business Group is the Issuer and all companies whose financial reports are consolidated with the Issuer's financial reports.
Material Information or Fact is important and relevant information or facts regarding events, occurrences, or facts that can influence the price of Securities on the Stock Exchange and/or the decision of investors, prospective investors, or other Parties interested in such information or facts.
Public Accountant is a person who has obtained a license to provide services as regulated in statutory regulations concerning public accountants and is registered with the Financial Services Authority.
Legal Consultant is a legal expert who provides legal opinions to other Parties and is registered with the Financial Services Authority.
Notary is a public official authorized to make authentic deeds and is registered with the Financial Services Authority.
Appraiser is a person who, by virtue of their expertise, conducts valuation activities in the Capital Market and is registered with the Financial Services Authority.
Trust Agreement is an agreement between the Issuer and the Trustee in the context of the issuance of debt securities and/or sukuk made in notarial form.
Main Shareholder is a Party who, directly or indirectly, owns at least 20% (twenty percent) of the voting rights of all issued shares with voting rights of a company, or a smaller amount as determined by the Financial Services Authority.
Controller is a party that owns more than 50% (fifty percent) of all fully paid-up shares, or a party that has the ability to determine, directly or indirectly, in any way, the management and/or policy of the Issuer.
Securities Issuance Underwriter is a Party that makes a contract with the Issuer to conduct a Public Offering for the benefit of the Issuer with or without the obligation to purchase unsold Securities.
Subsidiary Company is a company whose financial reports are consolidated with the Issuer's financial reports.
Securities Rating Agency is an investment advisory limited liability company that conducts rating activities and provides ratings that has obtained a business license from the Financial Services Authority.
Trustee is a party representing the interests of debt security holders.
Board of Directors is the Issuer's organ authorized and fully responsible for managing the Issuer for the benefit of the Issuer, in accordance with the Issuer's purpose and objectives, and representing the Issuer, both in and out of court, according to the articles of association.
Board of Commissioners is the Issuer's organ tasked with conducting general and/or specific supervision according to the articles of association and providing advice to the Board of Directors.
Website is a collection of web pages containing information or data that can be accessed through an internet network system.
Stock Exchange is a Party that organizes and provides a system and/or facilities to meet the buy and sell offers of Securities of other Parties with the aim of trading Securities among them.

Article 2
(1) Prospectus and Short Prospectus in the context of the Public Offering of debt securities must contain details of Material Information or Facts regarding the Public Offering and information and/or statements that can influence investor decisions, which are known or should be known by the Issuer. (2) Prospectus and Short Prospectus are prohibited from containing untrue statements about material facts or omitting true statements about material facts required so that the Prospectus does not provide a misleading picture. (3) Prospectus and Short Prospectus must be prepared in such a way that they are clear and communicative. (4) The presentation and delivery of important information in the Prospectus and Short Prospectus must not be obscured by less important information that causes the important information to be overlooked by the reader. (5) The most important facts and considerations must be summarized and disclosed in the early part of the Prospectus and Short Prospectus. (6) Disclosure of Material Information or Facts and/or the use of photos, diagrams, and/or tables in the Prospectus and Short Prospectus is prohibited from providing a misleading picture. (7) Disclosure of Material Information or Facts in the Prospectus and Short Prospectus must be done clearly with emphasis appropriate to the business field or industry sector so that the Prospectus is not misleading.

Article 3
In preparing the Prospectus and Short Prospectus as referred to in Article 2, the Issuer may make adjustments to the disclosure of Material Information or Facts not limited only to the Material Information or Facts regulated in this Financial Services Authority Regulation.

Article 4
Members of the Issuer's Board of Directors and Board of Commissioners, as well as the securities issuance execution underwriter (if any) at the time the Registration Statement becomes effective, supporting capital market institutions and professions, or other parties who provide opinions or statements and whose consent is included in the Prospectus, individually or jointly, are responsible for ensuring that the Prospectus has met the provisions as referred to in Article 2 paragraph (2).

Article 5
(1) The Issuer must disclose all sections contained in the Prospectus and Short Prospectus and prepare the Prospectus and Short Prospectus in the order as regulated in this Financial Services Authority Regulation. (2) The disclosure of all sections contained in the Prospectus and Short Prospectus as referred to in paragraph (1) may be exempted if the disclosure is not relevant or cannot be applied by the Issuer.

CHAPTER II
FORM OF PROSPECTUS

Article 6
The Prospectus as referred to in Article 2 must contain at least the following sections:
a. information on the front cover of the Prospectus; b. table of contents;
c. prospectus summary;
d. Public Offering; e. use of funds obtained from the results of the Public Offering; f. debt statement; g. summary of important financial data; h. management's analysis and discussion;
i. risk factors;
j. significant events after the date of the Public Accountant's report; k. information about the Issuer, business activities, trends, and business prospects;
l. taxation;
m. securities issuance underwriting (if any); n. supporting capital market institutions and professions and other parties; o. information about the Trustee and guarantor (if any); p. ordering procedures for debt securities; q. dissemination of the Prospectus and order forms for the purchase of debt securities; r. legal opinion; s. financial statements; and t. Appraiser's report and expert's report (if any).

CHAPTER III
CONTENT OF PROSPECTUS

First Part
Information on the Front Cover of the Prospectus

Article 7
Information on the outer front cover of the Prospectus must contain or disclose at least:
a. the effective date of the Registration Statement from the Financial Services Authority; b. the offering period;
c. the allocation date;
d. the date of refund of application money; e. the distribution date of the Securities; f. the listing date, if the Securities will be listed on the Stock Exchange; g. the full name of the Issuer, address, logo (if any), telephone number, fax number, email, Website, and post office box including factories and representative offices (if any), and the main business activities of the Issuer; h. the name of the Stock Exchange, if the Securities will be listed on the Stock Exchange;
i. the type of offering, including an explanation regarding:

type and quantity of debt securities;
brief explanation of the debt securities offered;
nominal value, offering price, and total offering value;
maturity date;
interest rate;
interest payment date;
portion of debt securities that are unsecured (if any);
provisions regarding early repayment;
Trustee;
collateral (if any);
guarantor (if any); and
rating result of the Securities from the securities rating agency;
j. the name of the securities issuance execution underwriter and Securities Issuance Underwriter (if any); k. the place and date the Prospectus is issued;
l. the following statement in capital letters that immediately attracts the reader's attention:
"THE FINANCIAL SERVICES AUTHORITY DOES NOT GIVE A STATEMENT OF APPROVAL OR DISAPPROVAL OF THIS SECURITY, NOR DOES IT STATE THE TRUTH OR ADEQUACY OF THE CONTENT OF THIS PROSPECTUS. ANY STATEMENT CONTRARY TO THESE MATTERS IS AN ILLEGAL ACT". "THIS PROSPECTUS IS IMPORTANT AND REQUIRES IMMEDIATE ATTENTION. IF THERE IS DOUBT ABOUT THE ACTION TO BE TAKEN, IT IS BETTER TO CONSULT WITH COMPETENT PARTIES."; m. a statement in capital letters that the Issuer and the securities issuance execution underwriter (if any) are fully responsible for the truth of all information and honesty of opinions disclosed in the Prospectus as follows:
"THE ISSUER AND THE SECURITIES ISSUANCE EXECUTION UNDERWRITER (if any) ARE FULLY RESPONSIBLE FOR THE TRUTH OF ALL INFORMATION, FACTS, DATA OR REPORTS AND THE HONESTY OF OPINIONS CONTAINED IN THIS PROSPECTUS"; and n. a brief statement, in capital letters that immediately attracts the reader's attention, regarding:
the main risks faced by the Issuer; and
the risk of the offered debt securities being illiquid (if any).

Article 8
Information on the inner front cover of the Prospectus must contain or disclose at least:
a. a statement that the Registration Statement has been submitted to the Financial Services Authority referring to statutory regulations in the Capital Market sector; b. a statement that all supporting capital market institutions and professions mentioned in the Prospectus are fully responsible for the data presented according to their functions and positions, in accordance with statutory regulations in the Capital Market sector, codes of ethics, norms, and professional standards of each;
c. a statement that in relation to the Public Offering, every affiliated party is prohibited from providing statements or opinions regarding data not disclosed in the Prospectus, without written consent from the Issuer and the securities issuance execution underwriter (if any);
d. in the event that debt securities will be listed on the Stock Exchange, the Issuer must provide information on the actions that will be taken by the Issuer if the Stock Exchange rejects the application for listing of the debt securities; and e. in the event that the Prospectus includes the name of a party assisting the Issuer in preparing the Prospectus, the party in question must make a statement that they have given written consent for the inclusion of their name in the Prospectus and have not withdrawn such consent.

Second Part
Table of Contents

Article 9
The table of contents as referred to in Article 6 letter b must include an explanation of sections and pages.

Third Part
Prospectus Summary

Article 10
In the prospectus summary section as referred to in Article 6 letter c, at least the following important information must be contained or disclosed:
a. the Issuer's business activities and business prospects; b. information about the debt securities offered;
c. information about debt securities that have not been fully paid off (if any);
d. plans for the use of funds from the Public Offering results; e. capital structure at the time the Prospectus is issued; f. important financial data; g. information about significant Subsidiary Companies in table form (if any); and h. business risks.

Fourth Part
Public Offering

Article 11
In the Public Offering section as referred to in Article 6 letter d, at least the following must be contained or disclosed:
a. information about the debt securities containing at least:

nominal value and type of debt securities offered;
book-entry unit and trading unit of the debt securities to be offered in the context of the Public Offering, including limitations in conducting book-entry;
summary of the rights of debt security holders;
summary of the nature of the debt securities that allow for early payment at the option of the Issuer or debt security holders;
requirements and/or restrictions on early payment of debt securities (if any);
price, interest rate, or other remuneration set for the debt securities, including the determination method, with the provision that if the interest rate is floating, a complete explanation of the method for determining the floating interest rate must be provided;
date of principal debt payment and the amount of principal debt to be paid on that date;
date of interest payment or other remuneration;
summary of requirements regarding debt repayment funds (if any); and
currency used for debt denomination;
b. information regarding debt guarantee (if any), at least covering:
name and address of the guarantor;
affiliation relationship between the Issuer and the guarantor (if any);
information about the guarantee scheme;
replacement of guarantor (if any);
duration of the guarantee; and
details of other important principal provisions of the debt guarantee agreement;
c. name, address, and explanation of the party acting as Trustee;
d. summary of the principal requirements in the Trust Agreement; e. Issuer's assets serving as collateral for debt arising from the offered Securities, the time when the assets become collateral for debt security holders, and a summary of the appraisal (if any); f. rating results of the debt securities; g. explanation of the portion of debt securities that are unsecured, in the event that not all offered debt securities are secured; h. restrictions or prohibitions aimed at protecting debt security holders (if any); and
i. full name, address, logo (if any), telephone number, fax number, email, Website, post office box number including factories and representative offices (if any), and main business activities of the Issuer.

Article 12
The summary of the principal requirements in the Trust Agreement as referred to in Article 11 letter d must at least include information about:
a. matters related to the seniority (priority rights) of debt relatively compared to other outstanding debts of the Issuer and additional debt that can be created by the Issuer in the future (if any), at least covering:

seniority (priority rights) level of the debt securities;
total amount of debt with seniority (priority rights) and restrictions on issuing additional debt with seniority (priority rights); and
restrictions on rights held by the debt securities due to the issuance of debt securities from different classes;
b. conditions that can cause default, including resolution methods;
c. repurchase of debt securities; and
d. reasons and procedures for holding a general meeting of debt security holders, quorum requirements for attendance and decisions, and requirements to be present at the meeting.

Fifth Part
Use of Funds Obtained from the Results of the Public Offering

Article 13
In the section on the use of funds obtained from the results of the Public Offering as referred to in Article 6 letter e, at least the following must be contained or disclosed:
a. information about the purpose of the Public Offering and the use of funds obtained from the results of the Public Offering after deducting costs, made in detail in the form of amounts and/or percentages, with the provision that:

in the event that the use of funds is for debt repayment in whole or in part, the information to be disclosed includes information regarding creditors, the nature of the affiliation relationship with creditors (if any), the value of the loan or current debt amount, interest rate, maturity, use of loan from debt to be repaid, debt history, repayment or payment procedures and requirements, debt balance (after partial payment), and early repayment (if any);
in the event that the use of funds is for the purpose of purchasing shares or acquisition or investment in other companies, the information to be disclosed includes a brief explanation of the business activities of the company whose shares will be purchased, reasons and considerations for purchasing shares or acquisition or investment in other companies, name of the selling party, method of determining transaction value, and stages of development status of the share purchase or acquisition or investment, as well as the nature of the affiliation relationship (if any).
in the event that the use of funds is for the purpose of obtaining assets directly or indirectly outside the Issuer's main business activities, the information to be disclosed includes reasons and considerations for the asset purchase, amount of funds used, type of assets, and name of the selling party, with the provision that if the assets are obtained from a party affiliated with the Issuer, this fact must be disclosed including the nature of its relationship with the Issuer and how the acquisition value of the assets is determined; and
in the event that the use of funds is for the purpose of providing loans to Subsidiary Companies, the information to be disclosed includes the name of the Subsidiary Company and the purpose of fund use by the Subsidiary Company; and
b. information regarding other sources of funds that will be used to finance an activity if the funds from the Public Offering results are insufficient.

Article 14
In the event that there is no Securities Issuance Underwriter or the Securities Issuance Underwriter does not guarantee fully, the Issuer must contain or disclose:
a. the minimum amount of funds that can be obtained through the Public Offering based on management's belief; b. the priority of use of funds obtained from the Public Offering; and
c. risks and management plans in the event that the offered debt securities are not sold as planned.

Article 15
The Issuer must disclose information about the estimated detailed costs incurred by the Issuer in the context of the Public Offering, either in the form of a certain percentage or absolute value in currency denomination, at least covering:
a. underwriting service fees; b. organization service fees;
c. sales service fees;
d. supporting capital market profession service fees; e. supporting capital market institution service fees; f. financial consulting service fees; and g. other costs.

Sixth Part
Debt Statement

Article 16
In the debt statement section as referred to in Article 6 letter f, at least the following must be contained or disclosed:
a. a statement regarding the position of all liabilities on the date of the latest financial report; b. the latest audited financial report that serves as the data source, including the name of the Public Accountant firm that audited it, accompanied by the opinion given;
c. an explanation of the details of each liability according to the liabilities in the financial position report;
d. commitments and contingencies according to the latest financial report; e. liabilities that have matured but have not been paid off (if any), accompanied by the cause or reason; f. loans received by the Issuer and/or Subsidiary Company and/or loans received for the benefit of the Issuer and/or Subsidiary Company that are material, covering the loan amount for the most recent determinable date, interest rate, nature of the loan, type of collateral provided, compliance with liability provisions, and transactions causing the occurrence of liabilities; and g. management statement.

Article 17
(1) The management statement referred to in Article 16 letter g must contain or disclose at least:
a. all liabilities of the Issuer as of the date of the latest financial report have been disclosed in the Prospectus; b. the existence or non-existence of material facts resulting in significant changes to:

liabilities and/or obligations after the date of the latest financial report until the date of the Public Accountant's report; and
liabilities and/or obligations after the date of the Public Accountant's report until the effective date of the Registration Statement;
c. management's ability to settle all liabilities of the Issuer as referred to in letter a;
d. the existence or non-existence of violations of credit agreement requirements by the Issuer or Subsidiary Companies within the Issuer's Business Group that have a material impact on the continuity of the Issuer's business, including an explanation of the violated credit agreement requirements, and actions taken or to be taken by the Issuer or Subsidiary Companies within the Issuer's Business Group, including the latest developments of credit restructuring negotiations (if any); and e. the existence or non-existence of default on principal and/or interest payments after the date of the latest financial report until the effective date of the Registration Statement, including the latest developments of debt restructuring negotiations (if any). (2) In the event that material facts resulting in significant changes to liabilities as referred to in paragraph (1) letter b are stated, a detailed description of the material facts and significant changes occurring in the aforementioned liabilities must be disclosed.

Part Seven
Summary of Important Financial Data
Article 18
(1) In the summary of important financial data as referred to in Article 6 letter g, it must contain or disclose at least:
a. information on audited financial reports that are the source of data, including Public Accountant information, the name of the Public Accountant's office, the opinion given, and an explanation of the financial report period covered; b. financial data for the last 2 (two) fiscal years or since establishment if less than 2 (two) fiscal years, plus interim data (if any);
c. in the event there is interim period financial data, it must be presented in comparison with the same period of the previous year (not necessarily audited), except for the financial position report;
d. financial data as referred to in letter b must include at least:

revenue;
gross profit (loss);
current year profit (loss);
other comprehensive income;
total comprehensive income for the current year;
the amount of profit (loss) attributable to the owners of the parent entity and non-controlling interests;
the amount of comprehensive income attributable to the owners of the parent entity and non-controlling interests;
earnings (loss) per share;
total current assets, total non-current assets, and total assets;
total short-term liabilities, total long-term liabilities, and total liabilities;
total equity;
ratio of current year profit (loss) to total assets;
ratio of current year profit (loss) to equity;
ratio of current year profit (loss) to revenue;
current ratio;
liability-to-equity ratio;
liability-to-total assets ratio;
other relevant financial information and ratios for the company and its industry type; and
exchange rate information, in the event the Issuer's financial report is prepared other than in Rupiah currency, including at least:
a) the exchange rate value on the latest date known; b) the highest and lowest exchange rate values for each month during the last 6 (six) months; c) the average exchange rate value for each year and interim period presented in the financial report, calculated using the average exchange rate value on the last day of each month in the aforementioned period; and d) the source of information for the disclosure of the exchange rate values used. (2) The summary of important financial data presented as referred to in paragraph (1) must be consistent with the Issuer's financial reports, including the name of the line items used.

Part Eight
Management's Discussion and Analysis
Article 19
In the management discussion and analysis section as referred to in Article 6 letter h, the Issuer must provide a brief discussion and analysis of the financial reports and other information or facts contained in the Prospectus.
Article 20
The discussion, analysis, and information as referred to in Article 19 must contain or disclose at least:
a. comprehensive financial performance analysis including a comparison of financial performance in the last 2 (two) fiscal years or since establishment if less than 2 (two) fiscal years, an explanation of the causes of changes and the impact of those changes, at least covering:

current assets, non-current assets, and total assets;
short-term liabilities, long-term liabilities, and total liabilities;
equity; and
revenue, expenses, current year profit (loss), other comprehensive income, and total comprehensive income for the current year;
b. discussion regarding operations by operating segment (if any) linked to the Issuer's overall financial condition, at least covering:
production;
sales or business revenue;
contribution to sales or revenue and business profit of the Issuer;
profitability; and
increase or decrease in production capacity;
c. discussion regarding the Issuer's liquidity at least containing or disclosing:
internal and external liquidity sources;
unused material liquidity sources;
known trends, demands, obligations, commitments, events, and/or uncertainties that may cause material increases or decreases in the Issuer's liquidity; and
the Issuer's statement regarding the adequacy of working capital or, if working capital is insufficient, the steps the Issuer will take to obtain additional working capital needed;
d. discussion regarding the sources and amounts of cash flows from operating, investing, and financing activities, as well as cash flow patterns linked to the Issuer's characteristics and business cycle; e. discussion regarding existing restrictions on the ability of Subsidiary Companies to transfer funds to the Issuer and the impact of such restrictions on the Issuer's ability to meet cash payment obligations; f. discussion regarding material capital investment commitments made, with an explanation of:
related parties in the agreement;
total value, currency, and portion already realized;
sanctions;
purpose of the capital investment;
geographical distribution of investments;
funding sources used;
currency denomination in the event funding sources come from loans;
actions taken by the Issuer to protect against risks from foreign exchange rate fluctuations related (if any);
forecast of the period for the start and completion of the capital investment construction process; and
expected increase in production capacity from the capital investment;
g. discussion regarding risks of foreign exchange rate or reference loan interest rate fluctuations and their impact on the Issuer's business results or financial condition in the future, accompanied by information on all loans and obligations or commitments without protection stated in foreign currency, or loans whose interest rates are not determined in advance; h. discussion regarding abnormal and infrequent events or transactions, or significant changes in the economy that can affect the reported revenue and profitability amounts in the financial reports audited by the Public Accountant, as contained in the Prospectus, with emphasis on the latest financial report;
i. discussion regarding important components of revenue or other expenses deemed necessary by the Issuer to determine the Issuer's business results;
j. discussion in the event financial reports disclose material increases in sales or net revenue, including a discussion on the extent to which such increases can be linked to price increases, volume or quantity of goods or services sold, or the existence of new products or services, accompanied by an explanation of the causes of price or volume increases; k. discussion regarding the impact of price changes on the Issuer's sales and net revenue, as well as the Issuer's operating profit, over the last 2 (two) years or during the Issuer's operation if establishment is less than 2 (two) years, as well as the impact of inflation and foreign exchange rate changes, if material;
l. discussion regarding changes in accounting policies within the last 2 (two) fiscal years or since establishment for Issuers established for less than 2 (two) fiscal years, including:
summary of material changes in accounting policies;
reasons for changes in accounting policies; and
quantitative impact of such changes on the Issuer's financial performance;
m. discussion regarding government and other institutional policies in fiscal, monetary, public economic, and political fields that have direct or indirect impacts on the Issuer's and Subsidiary Companies' business activities and investments reflected in the financial reports; n. discussion regarding the amount of outstanding loans as of the date of the latest financial report, seasonal loan needs, loan maturity analysis, loan facilities from banking, loan usage restrictions, and guarantees (if any), with the provision that in the event loans come from abroad, they must be disclosed separately with their foreign currency amounts; and o. discussion regarding capital investments issued to fulfill regulatory requirements and environmental issues (if any).
Article 21
In the event prospective financial reports in the form of financial forecasts are disclosed in the management discussion and analysis section, such disclosure must be accompanied by a discussion of forecasts for sales or business revenue, net profit, and overall financial condition, with the provisions:
a. financial forecasts must be prepared carefully, objectively, and based on reasonable and credible assumptions; b. financial forecasts must be accompanied by an explanation of the extent to which sales or business revenue forecasts are based on definite contracts or orders, the reasons why such forecasts can be achieved, and the impact of changes in business and operational conditions on such forecasts;
c. the reasonableness of the preparation of financial forecasts must be examined by the Public Accountant, and the Public Accountant's examination results must be disclosed in the management discussion;
d. the Issuer is responsible for the feasibility of such financial forecasts.

Part Nine
Risk Factors
Article 22
In the risk factors section as referred to in Article 6 letter i, it must contain or disclose at least:
a. main risks that have a significant impact on the continuity of the Issuer's business; b. material business risks, both directly and indirectly, that can affect the Issuer's business results and financial condition, arising from at least including:

competition;
investments or corporate actions;
the Issuer's failure to comply with applicable laws and regulations in its industry;
technological changes;
scarcity of resources; and
supply of raw materials;
c. general risks, arising from at least including:
macro or global economic conditions;
foreign exchange rate changes;
compliance with applicable laws and regulations related to the Issuer's business field;
legal claims or lawsuits;
government policies; and
regulations of other countries or international regulations;
d. risks for investors; and e. a statement that business risk factors and general risks are prepared based on the weight of risks faced by the Issuer.
Article 23
(1) Business risk factors and general risks as referred to in Article 22 letters b and c must be prepared based on the weight of risks.
(2) Disclosure of risk factors as referred to in paragraph (1) must be elaborated in detail, accompanied by the impact of each risk on the Issuer's performance.

Part Ten
Important Events After the Date of the Public Accountant's Report
Article 24
In the section on important events after the date of the Public Accountant's report as referred to in Article 6 letter j, it must contain or disclose at least:
a. information on all important events occurring after the date of the Public Accountant's report until the effective date of the Registration Statement; and b. the management's statement regarding the non-existence of important events after the date of the Public Accountant's report until the effective date of the Registration Statement, in the event no important events exist.

Part Eleven
Information on the Issuer, Business Activities, as well as Business Trends and Prospects
Article 25
In the section on information on the Issuer, business activities, as well as business trends and prospects as referred to in Article 6 letter k, it must contain or disclose at least:
a. the Issuer's history, including information on:

the establishment of the Issuer, at least including the date of the establishment deed, shareholder composition, name of the Issuer, and its business activities, including a brief history regarding establishment, form, and organization name if not a company;
share capital structure at the time the Prospectus is issued, including:
a) authorized capital, placed capital, and fully paid capital, including the number of shares, nominal value per share, and total nominal value of shares, or the number and value of shares in the event of shares without nominal value; b) information on the number, book value, and nominal value of the Issuer's own shares (if any); and c) information on share ownership by members of the Board of Directors and/or members of the Board of Commissioners, along with their ownership percentages;
important events affecting the development of the Issuer's business, including:
a) the nature and consequences of bankruptcy, events occurring under curatorship in relation to bankruptcy processes or suspension of debt payment obligations, or similar processes concerning the Issuer and the Issuer's Business Group that have a significant impact on the Issuer (if any); b) the nature and consequences of restructuring, mergers, acquisitions, separations, or consolidations conducted by the Issuer or Subsidiary Companies that are significant (if any); c) material assets purchased and/or sold outside main business activities; d) any changes in business activities, including name changes and Controllers (if any); and e) addition of important production facilities or use of new technology;
changes in shareholder composition and share ownership during the last 2 (two) years or since establishment if less than 2 (two) years before the submission of the Registration Statement;
permits held by the Issuer and Subsidiary Companies, regulations governing the business activities of the Issuer and Subsidiary Companies, including the name of the institution issuing the permits and the relevant regulations;
important agreements;
important fixed assets owned and/or controlled by the Issuer, including current use or utilization;
legal provisions, government policies, or environmental issues that may have a material impact on the use of the Issuer's assets and costs incurred by the Issuer for environmental management responsibilities; and
the share ownership structure of the Issuer's Business Group (if any) presented in diagram form;
b. information on Controllers, including information on Controllers, both directly and indirectly, down to individual owners, and/or Major Shareholders, presented in the form of a scheme or diagram, with the provisions:
in the event Controllers and/or Major Shareholders are legal entities, information to be disclosed includes establishment, business activities, capital structure and shareholder composition, and management and supervision; and
in the event there are agreements that may result in changes to Controllers, such matters must be disclosed;
c. management and supervisors, including:
names accompanied by photos of members of the Board of Directors and members of the Board of Commissioners;
brief descriptions of each member of the Board of Commissioners or equivalent organs, including:
a) citizenship; b) age; c) current and previous positions; d) work experience and relevant businesses; e) formal education, including school name, field of study, and graduation year; and f) term of office;
brief descriptions of each member of the Board of Directors or equivalent organs, including:
a) citizenship; b) age; c) current and previous positions; d) work experience and relevant businesses; e) formal education, including school name, field of study, and graduation year; f) other interests that are material outside their capacity as members of the Board of Directors related to the Public Offer of Debt Securities or listing on the Stock Exchange (if any); g) matters that may hinder the ability of Board of Directors members to perform their duties and responsibilities as Board of Directors members for the benefit of the Issuer (if any); and h) term of office;
the nature of family relationships among members of the Board of Directors, members of the Board of Commissioners, and shareholders of the Issuer (if any); and
information on agreements or understandings between members of the Board of Commissioners and members of the Board of Directors with Major Shareholders, customers, suppliers, and/or other parties related to placement or appointment as members of the Board of Commissioners and members of the Board of Directors of the Issuer (if any).
d. corporate governance, including a brief description of the application of corporate governance practices implemented during the last annual financial report period and to be implemented by the Issuer, at least containing or disclosing:
Board of Commissioners, including independent commissioners, at least including:
a) description of task implementation in the last 1 (one) year; b) disclosure of procedures for determining and the amount of remuneration; c) frequency of meetings and attendance levels of Board of Commissioners members; and d) contracts related to post-employment benefits (if any);
Board of Directors, at least including:
a) scope of work and responsibilities; b) disclosure of the amount of remuneration; c) frequency of meetings and attendance levels of Board of Directors members; d) training programs to enhance competence (if any); and e) contracts related to post-employment benefits (if any);
Company Secretary, at least including:
a) name, address, phone number, and email; b) description of work experience; c) description of duties and responsibilities; and d) training programs to enhance competence (if any);
committees owned (if any), at least including:
a) legal basis for committee appointment; b) names and descriptions of work experience of each committee member; c) description of duties and responsibilities of the committee; d) frequency of meetings and attendance levels of committee members; and e) brief report on committee activity implementation;
description of the internal control system applied by the Issuer and description of internal supervision implementation;
explanation of efforts made to manage risks;
description of social and environmental responsibilities (if any); and
Issuer's organizational structure;
e. human resources, at least including:
detailed number of permanent employees of the Issuer and Subsidiary Companies during the last 2 (two) years or since establishment if less than 2 (two) years, presented in a table, by position, education, and age level, including an explanation if there are significant changes in the number of such employees;
details of employees based on main activities and location of the Issuer;
detailed number of non-permanent employees of the Issuer and Subsidiary Companies during the last 2 (two) years or since establishment if less than 2 (two) years (if any);
information on employees with special expertise in their fields (if any), at least including name, age, work experience, duties, and permits;
education and training facilities (if any);
details of foreign workforce usage and their permits (if any);
welfare facilities (if any), including:
a) medical treatment; b) transportation; c) collective labor agreements; d) insurance; e) cooperatives; and f) pension funds;
information on the existence and activities of labor unions and their relationship with management; and
description of agreements to involve employees and management in share ownership of the Issuer, including agreements related to the Issuer's employee share ownership program or members of the Board of Directors and members of the Board of Commissioners (if any);
f. legal cases faced by the Issuer and Subsidiary Companies, as well as members of the Board of Directors and members of the Board of Commissioners of the Issuer, that have a material impact on the continuity of the Issuer's business (if any); g. information on Subsidiary Companies and/or associated companies (if any), consisting of at least:
Subsidiary Companies that contribute 10% (ten percent) or more of total assets, total liabilities, or profit (loss) before tax from consolidated financial reports, at least including:
a) name; b) year of establishment; c) business activities described generally; d) capital structure and latest shareholder composition; e) permits related to business activities; f) management and supervision; g) key financial data for the last 2 (two) fiscal years or since establishment if less than 2 (two) fiscal years; h) analysis and discussion of significant changes in key financial data and other important events in Subsidiary Companies; i) proportion of voting rights owned if different from the proportion of share ownership by the Issuer; j) revenue contribution of Subsidiary Companies to the Issuer; and k) year the Issuer began investments in Subsidiary Companies; and
associated companies that contribute 10% (ten percent) or more of total assets, total liabilities, or profit (loss) before tax from consolidated financial reports, at least including name, business activities described generally, and percentage of share ownership; and
h. the Issuer's business activities as well as business trends and prospects, including:
a general description of the main products and/or services provided, including production or operations;
information on the sources and availability of raw materials, price levels, and raw material price volatility;
information on the production process of goods and/or services and quality control, recognition

from certain institutions or bodies (if any) regarding goods and/or services, a general description of the development status of specific goods and/or services, and the material investment needs;

in the event that there is information as referred to in item 3 that could harm the competitive position of the Issuer, such information does not have to be disclosed;
production capacity for the last 2 (two) years or since the company was established if less than 2 (two) years;
the Issuer's main goods and/or services products and the parties or industries that are the end users (if any);
any significant trends in production, sales, inventory, expenses, and sales prices since the last fiscal year that affect the Issuer's business activities and financial prospects;
any trends, uncertainties, demands, commitments, or known events that may significantly affect net sales or business revenue, income from ongoing operations, profitability, liquidity, or sources of capital, or events that would cause reported financial information to no longer be indicative of future operating results or financial conditions;
in the event that there are no trends, uncertainties, demands, commitments, or events as referred to in items 7 and 8, the Issuer must provide an adequate statement regarding such matters;
the validity period of patents, trademarks, licenses, franchises, and concessions owned and/or controlled by the Issuer and/or by Subsidiary Companies and the importance of such to the Issuer;
the seasonal nature of the Issuer's business activities (if any);
the Issuer's business activities related to working capital that pose special risks;
a description of backlog orders, the development of such orders in the last 2 (two) years or since establishment if less than 2 (two) years, the causes of the backlog, and the potential for future backlogs (if any);
the competitive situation in the industry including the Issuer's position in the industry based on reliable data sources (if any);
a description of the Issuer's research and development policies including costs incurred in the last 2 (two) years or since establishment if less than 2 (two) years and its percentage of sales or net revenue;
a description of marketing activities covering:
a) product marketing areas; b) sales and distribution systems; and c) sales data from the Issuer and Subsidiary Companies, in reporting currency units and amounts (if any) for the last 2 (two) years or since establishment if less than 2 (two) years by main product groups and marketing areas;
a description of the Issuer's business prospects in relation to the industry, the general economy, and domestic or international markets, which may be accompanied by quantitative supporting data if reliable data sources are available;
the extent of the Issuer's dependence on industrial, commercial, or financial contracts, including contracts with customers, suppliers, and/or the government;
a description of affiliate transactions and/or transactions involving conflicts of interest (if any) which include the names of parties, types, values, and purposes of transactions during the last 2 (two) years or since the Issuer was established if less than 2 (two) years;
if members of the Board of Directors, members of the Board of Commissioners, Controllers, or Major Shareholders of the Issuer, or affiliates of members of the Board of Directors, members of the Board of Commissioners, Controllers, or Major Shareholders of the Issuer have interests in other companies conducting the same business or producing the same products as the Issuer or the Issuer's Business Group, the following must be disclosed:
a) the name of the other company where members of the Board of Directors, members of the Board of Commissioners, Controllers, or Major Shareholders of the Issuer, or affiliates of members of the Board of Directors, members of the Board of Commissioners, Controllers, or Major Shareholders of the Issuer have interests; b) the names of members of the Board of Directors, members of the Board of Commissioners, Controllers, or Major Shareholders of the Issuer who have interests; c) the extent of the interests held by members of the Board of Directors, members of the Board of Commissioners, Controllers, or Major Shareholders of the Issuer, or affiliates of members of the Board of Directors, members of the Board of Commissioners, Controllers, or Major Shareholders of the Issuer in such company and the extent to which such parties are involved in the management of such other company, directly or indirectly; and d) mitigations that have been or will be taken against potential conflicts of interest.

Part Twelve
Taxation
Article 26
In the taxation section as referred to in Article 6 letter l, it must contain or disclose information regarding applicable taxes for both investors and the Issuer and any special tax facilities obtained.

Part Thirteen
Underwriting of Securities Issuance
Article 27
In the securities issuance underwriting section as referred to in Article 6 letter m, it must contain or disclose a description of the important terms and conditions of the securities issuance underwriting agreement, at least covering:
a. the name of the Lead Underwriter; b. the name of the Underwriter;
c. the form of underwriting;
d. the percentage and value of the underwriting; e. the nature of the affiliate relationship between the Underwriter and the Issuer (if any); and f. a description of the approach or method in determining the price of debt securities including factors and parameters used in price determination.

Part Fourteen
Capital Market Supporting Institutions and Professions and Other Parties
Article 28
In the section on capital market supporting institutions and professions as well as other parties as referred to in Article 6 letter n, it must at least contain or disclose:
a. the names, addresses, and descriptions of the duties and responsibilities of capital market supporting institutions and professions and other parties involved in the Public Offering;

b. professional qualifications, for parties other than those registered in the Capital Market (if any);
c. information regarding the membership of capital market supporting professions in associations;
d. a statement from the Issuer regarding the absence of an affiliate relationship between the Issuer and capital market supporting professions; e. a statement from the Issuer regarding the existence or non-existence of a credit relationship between the Issuer and the Trustee; and f. in the event that the Issuer has a credit relationship with the Trustee, information regarding the amount, duration, and other terms must be disclosed.

Part Fifteen
Trustee and Guarantor
Article 29
In the section on information about the Trustee and Guarantor as referred to in Article 6 letter o, it must at least contain or disclose:
a. information about the Trustee and Guarantor (if any) which includes:
1. full name and address;
2. capital structure;
3. Board of Commissioners and Board of Directors;
4. business activities and permits;
5. main duties of the Trustee and Guarantor;
6. replacement of the Trustee or Guarantor;
7. a summary of important financial data of the Trustee and Guarantor with a comparison of at least the last 2 (two) fiscal years or since establishment if less than 2 (two) fiscal years;
8. affiliate relationship between the Issuer and the Trustee arising from government ownership or participation; and
9. affiliate relationship between the Issuer and the Guarantor, including the type and nature of such affiliate relationship; and
b. a statement from the Guarantor (if any) that:
1. the Guarantor is able to guarantee according to the obligations or commitments stated in the guarantee agreement; and
2. the existence or non-existence of financial cases currently being pursued against the Guarantor.

Part Sixteen
Ordering Procedures for Debt Securities
Article 30
In the section on ordering procedures for debt securities as referred to in Article 6 letter p, it must at least contain or disclose:
a. submission of orders for the purchase of debt securities; b. acceptable ordering requirements;
c. the minimum amount that can be ordered for each order;
d. submission of order forms; e. the duration of the Public Offering; f. the allocation date; g. payment requirements including payment deadlines; h. receipts for order forms;
i. the method of allocation of debt securities;
j. criteria for order cancellation; k. refund of order money which includes:
1. the interest rate to be used as the basis for calculating compensation for delayed refund of order money for the purchase of debt securities, stating the percentage interest rate or other benchmark; and
2. the method to be used in refunding order money for the purchase of debt securities and compensation, at least regarding:
a) types of payment instruments; and b) payment methods; and
l. distribution of debt securities.

Part Seventeen
Dissemination of Prospectus and Order Forms for Purchase of Debt Securities
Article 31
In the section on the dissemination of the prospectus and order forms for the purchase of debt securities as referred to in Article 6 letter q, it must at least contain or disclose:
a. an explanation of the names, addresses, and telephone numbers of the Issuer, Underwriter, and securities sales agents or parties performing the function of securities sales agents; b. an explanation of the methods and deadlines for the dissemination of the Prospectus;
c. the locations where the Prospectus and order forms for the purchase of debt securities or other documents related to the Public Offering or copies thereof mentioned in the Prospectus can be obtained; and
d. the locations and parties that can be contacted to obtain the Prospectus.

Part Eighteen
Legal Opinions
Article 32
In the section on legal opinions as referred to in Article 6 letter r, the opinion from the Legal Consultant must at least contain or disclose:

a. the validity of the deed of establishment; b. the compliance of the latest articles of association with capital market regulatory provisions;
c. the validity of agreements in connection with the Public Offering and other important agreements;
d. the main permits and approvals required for the implementation of business activities or planned business activities of the Issuer; e. the ownership status, encumbrances, insurance, and disputes over material assets of the Issuer; f. important and relevant cases, civil or criminal lawsuits, and other legal actions concerning the Issuer and Subsidiary Companies, members of the Board of Directors or members of the Board of Commissioners (if any); g. the capital structure and shareholders of the Issuer and any changes thereof during the last 2 (two) years prior to the Registration Statement or since establishment for Issuers established less than 2 (two) years, which must be in accordance with regulatory provisions; and h. other material legal aspects related to the Issuer and the debt securities offering to be implemented.

Part Nineteen
Financial Reports
Article 33
In the financial report section as referred to in Article 6 letter s, it must at least contain or disclose:
a. financial reports for the last 2 (two) fiscal years or since establishment for Issuers established less than 2 (two) fiscal years, presented in accordance with capital market regulatory provisions governing the presentation and disclosure of financial reports of Issuers or Public Companies as well as capital market regulatory provisions governing accounting guidelines for securities companies; and b. a report from the Public Accountant regarding the presented financial reports.

Article 34
In the event that the effectiveness of the Registration Statement exceeds 6 (six) months from the last annual financial report, the last annual financial report must be supplemented with an interim financial report audited by a Public Accountant, so that the time period between the effective date of the Registration Statement and the date of the interim financial report does not exceed 6 (six) months.

Article 35
(1) Interim financial reports must be presented with a comparison of the same interim period from the previous 1 (one) fiscal year, except for the financial position report. (2) Interim financial reports used as a comparison do not have to be audited.

Article 36
In the event that after the date of the Issuer's last financial report, transactions occur that have a significant impact on the Issuer's assets, liabilities, and operating results, the Issuer must disclose proforma financial information.

Part Twenty
Valuer Reports and Expert Reports
Article 37
(1) In the event that there are Valuer reports and expert reports, in the section on Valuer reports and expert reports as referred to in Article 6 letter t, it must at least contain or disclose:

a. a summary of the Valuer's or expert's report; and b. for experts, it must also disclose information including the name, address, and qualifications of the expert as well as a statement that the expert has given consent to the inclusion of the summary of the said report in the Prospectus in the event that the Prospectus contains a summary of the expert's report. (2) The Valuer's report as referred to in paragraph (1) letter a must comply with capital market regulatory provisions governing valuation guidelines and the presentation of property valuation reports in the Capital Market.

CHAPTER IV
FORM OF SHORT PROSPECTUS
Article 38
The Short Prospectus must at least contain the following information:
a. information about the debt securities offering; b. information about the use of funds obtained from the Public Offering;
c. information about a summary of important financial data;
d. information about management's discussion and analysis; e. information about risk factors; f. information about material events after the date of the Public Accountant's report; g. brief information about the Issuer and Subsidiary Companies; h. information about the ordering procedures for debt securities; and
i. information about the dissemination of the Prospectus and order forms for the purchase of debt securities.

CHAPTER V
CONTENT OF SHORT PROSPECTUS
Article 39
Information about the debt securities offering as referred to in Article 38 letter a must at least contain the following information:
a. the date of the announcement of the Short Prospectus approval; b. the duration of the Initial Offering;
c. the estimated effective date of the Registration Statement from the Financial Services Authority;
d. the estimated offering period; e. the estimated allocation date; f. the estimated date for refund of order money; g. the estimated distribution date of the Securities; h. the estimated listing date, if the Securities will be listed on the Stock Exchange;
i. the full name, address, logo (if any), telephone or fax number, email, Website, and post office including factories and representative offices (if any), and main business activities of the Issuer;
j. the name of the Stock Exchange, if the Securities will be listed on the Stock Exchange; k. the type of offering, including a description of the nature, a brief description of the debt securities offered, nominal value, and a description of the estimated quantity and estimated price, or approach and/or method in determining the price of debt securities including factors and parameters used in price determination;
l. in the event of a floating interest rate, a complete description of the method for determining the floating interest rate;
m. the share capital structure at the time the Prospectus is issued, including authorized capital, issued capital, and fully paid-up capital; n. the range of the quantity of debt securities as well as the range of interest rates or remuneration or approach and method in determining the interest rate or remuneration of debt securities including factors and parameters used in determining the interest rate or remuneration by other means established for the debt securities; o. the book-entry unit and trading unit of the debt securities to be offered in connection with the Public Offering, including limitations on book-entry transfers; p. a summary of holders' rights; q. a summary of the nature of debt securities that allow for early payment at the option of the Issuer or the holder of the debt securities; r. requirements and/or restrictions on early repayment of debt securities (if any); s. the price, interest rate, or other remuneration established for the debt securities, including the determination method, with the provision that if the interest rate is floating, a complete description of the method for determining the said floating interest rate must be provided; t. the date of principal debt payment and the amount of principal debt to be paid on that date; u. the date of interest payment or other remuneration;
v. a summary of requirements regarding debt redemption funds (if any);
w. the currency in which the debt is denominated;
x. details of the main provisions of the debt guarantee agreement, the name and address of the Guarantor and the affiliate relationship between the Issuer and the Guarantor, including information about the guarantees provided, replacement of the Guarantor, and the duration of the guarantee (if any);
y. the name, address, and description of the party acting as the Trustee; z. a summary of the main requirements in the Trust Agreement; aa. the Issuer's assets serving as collateral for debts arising from the offered Securities, the time when such assets become collateral for holders of the debt securities, and a summary of the valuation (if any); bb. the rating result of the debt securities;
cc. a summary of restrictions or prohibitions intended to protect holders of debt securities (if any);
dd. an explanation of the portion of debt securities that is not guaranteed, in the event that not all offered debt securities are guaranteed; ee. the estimated full name of the Lead Underwriter and Underwriter (if any); ff. the estimated full name of capital market supporting institutions and professions as well as other parties; gg. the estimated name and full address of the securities sales agents; hh. the estimated place and date of the Prospectus issuance;
ii. a statement in capital letters, bold type, which immediately attracts the reader's attention, namely:
"INFORMATION IN THIS DOCUMENT MAY STILL BE COMPLETED AND/OR CHANGED. THIS SECURITIES REGISTRATION STATEMENT HAS BEEN SUBMITTED TO THE FINANCIAL SERVICES AUTHORITY BUT HAS NOT YET OBTAINED AN EFFECTIVE STATEMENT FROM THE FINANCIAL SERVICES AUTHORITY. THIS INFORMATION MAY ONLY BE USED IN CONNECTION WITH THE INITIAL OFFERING OF THESE SECURITIES. THESE SECURITIES CANNOT BE SOLD BEFORE THE REGISTRATION STATEMENT SUBMITTED TO THE FINANCIAL SERVICES AUTHORITY BECOMES EFFECTIVE. ORDERS TO PURCHASE THESE SECURITIES MAY ONLY BE EXECUTED AFTER THE PROSPECTIVE BUYER OR ORDERER RECEIVES OR HAS THE OPPORTUNITY TO READ THE PROSPECTUS." "COMPLETE INFORMATION REGARDING THE PUBLIC OFFERING IS CONTAINED IN THE PROSPECTUS."; jj. the following statement in capital letters which immediately attracts the reader's attention:
"THE FINANCIAL SERVICES AUTHORITY DOES NOT GIVE A STATEMENT OF APPROVAL OR DISAPPROVAL OF THESE SECURITIES, NOR DOES IT STATE THE TRUTH OR ADEQUACY OF THE CONTENT OF THIS SHORT PROSPECTUS. ANY STATEMENT CONTRARY TO THESE MATTERS IS AN ILLEGAL ACT." "THE ISSUER AND THE LEAD UNDERWERITER OF THE SECURITIES ISSUANCE (if any) ARE FULLY RESPONSIBLE FOR THE TRUTH OF ALL MATERIAL INFORMATION OR FACTS AND THE HONESTY OF OPINIONS CONTAINED IN THIS SHORT PROSPECTUS."; and kk. a statement that in connection with the Public Offering, every affiliated party is prohibited from providing information or statements regarding data not disclosed in the Prospectus without the written consent of the Issuer and the Lead Underwriter (if any).

Article 40
Information about the use of funds obtained from the Public Offering as referred to in Article 38 letter b contains a summary of information regarding matters as referred to in Article 13 letter a.

Article 41
Information about the summary of important financial data as referred to in Article 38 letter c must at least contain or disclose:
a. revenue; b. profit (loss) for the current year;
c. total comprehensive income for the current year;
d. total assets; e. total liabilities; f. total equity; g. the ratio of profit (loss) for the current year to total assets; h. the ratio of profit (loss) for the current year to equity; and
i. financial ratios relevant to the Issuer's industry.

Article 42
Information about management's discussion and analysis as referred to in Article 38 letter d contains a brief discussion of matters as referred to in Articles 19 through 21.

Article 43
Information about risk factors as referred to in Article 38 letter e contains a summary of matters as referred to in Article 22.

Article 44
Information about material events after the date of the Public Accountant's report as referred to in Article 38 letter f includes information about all material facts occurring after the date of the Public Accountant's report.

Article 45
Brief information about the Issuer and Subsidiary Companies as referred to in Article 38 letter g must at least contain and disclose:
a. brief information about the Issuer including business activities and the names of members of the Board of Directors and members of the Board of Commissioners of the Issuer; and b. brief information about Subsidiary Companies including the business activities of such Subsidiary Companies.

Article 46
Information about the ordering procedures for debt securities as referred to in Article 38 letter h contains a summary of matters as referred to in Article 30.

Article 47
Information about the dissemination of the Prospectus and order forms for the purchase of debt securities as referred to in Article 38 letter i contains a summary of matters as referred to in Article 31.

CHAPTER VI
OTHER PROVISIONS
Article 48
In the event that the Issuer submits a Registration Statement in connection with a Sukuk Public Offering, in addition to being required to meet the provisions in this Financial Services Authority Regulation, the Issuer is required to meet the provisions as referred to in the Financial Services Authority Regulation regarding the Issuance and Requirements of Sukuk.

CHAPTER VII
SANCTION PROVISIONS
Article 49
(1) Without prejudice to criminal provisions in the Capital Market sector, the Financial Services Authority has the authority to impose administrative sanctions on any party that violates the provisions of this Financial Services Authority Regulation, including parties who cause the violation to occur, in the form of:
a. written warning; b. fine, namely the obligation to pay a certain amount of money;
c. restriction of business activities;
d. suspension of business activities; e. revocation of business license; f. cancellation of approval; and g. cancellation of registration.
(2) Administrative sanctions as referred to in paragraph (1) letter b, letter c, letter d, letter e, letter f, or letter g may be imposed with or without prior imposition of an administrative sanction in the form of a written warning.

as referred to in paragraph (1) letter a.
(3) Administrative sanctions in the form of fines as referred to in paragraph (1) letter b may be imposed separately or concurrently with the imposition of administrative sanctions as referred to in paragraph (1) letter c, letter d, letter e, letter f, or letter g.

Article 50
In addition to administrative sanctions as referred to in Article 49 paragraph (1), the Financial Services Authority may take specific actions against any party that violates the provisions of this Financial Services Authority Regulation.

Article 51
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 49 paragraph (1) and specific actions as referred to in Article 50 to the public.

CHAPTER VIII
TRANSITIONAL PROVISIONS

Article 52
For Issuers who have submitted a Registration Statement in the framework of a Public Offering of Debt Securities to the Financial Services Authority but the aforementioned Registration Statement has not become effective before this Financial Services Authority Regulation comes into force, the Prospectus submitted by the Issuer in the framework of a Public Offering of Debt Securities shall continue to follow Regulation Number IX.C.2, appendix of the Decision of the Chairman of the Capital Market Supervisory Board Number: Kep-51/PM/1996 dated January 17, 1996 concerning Guidelines on the Form and Content of Prospectus and Short Prospectus in the Framework of Public Offerings and Regulation Number IX.C.3, appendix of the Decision of the Chairman of the Capital Market Supervisory Board Number: Kep-43/PM/2000 dated October 27, 2000 concerning Amendment to Regulation IX.C.3 concerning Guidelines on the Form and Content of Short Prospectus in the Framework of

This copy is consistent with the original
Director of Law 1
Legal Department signed
Yuliana
Public Offerings.

CHAPTER IX
CLOSING PROVISIONS

Article 53
This Financial Services Authority Regulation shall come into force on the date of its promulgation.
To ensure that everyone knows it, order the promulgation of this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.

Determined in Jakarta on March 14, 2017
CHAIRMAN OF THE BOARD OF COMMISSIONERS
FINANCIAL SERVICES AUTHORITY, signed
MULIAMAN D. HADAD

Promulgated in Jakarta on March 14, 2017
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signed
YASONNA H. LAOLY

STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2017 NUMBER 46

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 9 /POJK.04/2017
CONCERNING
FORM AND CONTENT OF PROSPECTUS AND SHORT PROSPECTUS IN THE FRAMEWORK OF PUBLIC OFFERING OF DEBT SECURITIES

I. GENERAL
One of the sources of information required by shareholders or investors in making investment decisions is the Prospectus, which is the main document in the framework of a Public Offering. Therefore, the information contained in the Prospectus must truly reflect the condition of the Issuer and the securities offering being conducted, so that if the information presented is incorrect regarding material facts, or fails to disclose correct information regarding material facts, it may result in investors making inappropriate investment decisions.

In practice, disclosure in Prospectuses has undergone significant development, both in terms of the transaction schemes conducted and the need for more comprehensive information openness to fulfill the principle of openness as regulated in Law Number 8 of 1995 concerning the Capital Market and to provide protection to the public. Furthermore, while still prioritizing the quality of information openness, some simplifications, particularly regarding historical information, are necessary with the aim of improving the quality of the Prospectus.

Currently, provisions regarding openness in Prospectuses and Short Prospectuses for Public Offerings of Equity Securities, Debt Securities, and Sukuk are regulated in Regulation Number IX.C.2, appendix of the Decision of the Chairman of the Capital Market Supervisory Board Number Kep-51/PM/1996 dated January 17, 1996 concerning Guidelines on the Form and Content of Prospectus and Short Prospectus in the Framework of Public Offerings and Regulation Number IX.C.3, appendix of the Decision of the Chairman of the Capital Market Supervisory Board Number Kep-43/PM/2000 dated October 20, 2000 concerning Amendment to Regulation IX.C.3 concerning Guidelines on the Form and Content of Short Prospectus in the Framework of Public Offerings. However, fundamentally, Equity Securities and Debt Securities have different characteristics, so with this consideration, Regulation Number IX.C.2 and Regulation Number IX.C.3 need to be revised and separated into 2 (two) Financial Services Authority Regulations. Furthermore, in the revision of this regulation, adjustments have also been made to the ASEAN Debt Securities Disclosure Standards.

The main provisions in the regulation concerning guidelines on the form and content of Prospectuses and Short Prospectuses in the framework of Public Offerings of Debt Securities include, among others:
a. adding provisions regarding disclosure that the issued Prospectus is important and requires immediate attention and that prospective investors should consult with competent parties; b. adding provisions regarding disclosure of the name of the party assisting the Issuer in preparing the Prospectus;
c. adding other information openness specifically related to the public offering of Debt Securities, including as follows:

explanation regarding the portion of Debt Securities that is not guaranteed, in the event that not all offered Debt Securities are guaranteed; and
important agreements containing restrictions or prohibitions aimed at protecting holders of Debt Securities.

II. ARTICLE BY ARTICLE EXPLANATION

Article 1
It is clear enough.

Article 2
It is clear enough.

Article 3
It is clear enough.

Article 4
The term "accountability" refers to accountability as referred to in Law Number 8 of 1995 concerning the Capital Market.

Article 5
It is clear enough.

Article 6
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
It is clear enough.
Letter d
It is clear enough.
Letter e
It is clear enough.
Letter f
It is clear enough.
Letter g
It is clear enough.
Letter h
It is clear enough.
Letter i
It is clear enough.
Letter j
It is clear enough.
Letter k
In practice, the aforementioned "trend" is also known as trend.
Letter l
It is clear enough.
Letter m
It is clear enough.
Letter n
It is clear enough.
Letter o
It is clear enough.
Letter p
It is clear enough.
Letter q
It is clear enough.
Letter r
It is clear enough.
Letter s
It is clear enough.
Letter t
It is clear enough.

Article 7
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
It is clear enough.
Letter d
It is clear enough.
Letter e
It is clear enough.
Letter f
It is clear enough.
Letter g
In practice, the aforementioned "electronic letter" is also known as e-mail.
Disclosure of factories and representative offices is required if the operational office is not at the headquarters.
Letter h
It is clear enough.
Letter i
It is clear enough.
Letter j
It is clear enough.
Letter k
It is clear enough.
Letter l
It is clear enough.
Letter m
It is clear enough.
Letter n
It is clear enough.

Article 8
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
The term "affiliation" refers to affiliation as referred to in Law Number 8 of 1995 concerning the Capital Market.
Letter d
It is clear enough.
Letter e
Examples of parties assisting in the preparation of the Prospectus include financial advisors.

Article 9
It is clear enough.

Article 10
It is clear enough.

Article 11
Letter a
Number 1
It is clear enough.
Number 2
It is clear enough.
Number 3
It is clear enough.
Number 4
It is clear enough.
Number 5
It is clear enough.
Number 6
It is clear enough.
Number 7
The principal payment date may differ from the maturity date in the event that the principal payment of the Debt Securities is not made all at once at the time of maturity. Number 8 It is clear enough. Number 9 It is clear enough. Number 10 It is clear enough. Letter b It is clear enough. Letter c It is clear enough. Letter d It is clear enough. Letter e It is clear enough. Letter f It is clear enough. Letter g It is clear enough. Letter h Examples of restrictions or prohibitions aimed at protecting holders of Debt Securities include:
a. requirements for certain financial ratios; b. restrictions on increasing debt; and
c. restrictions on pledging/mortgaging assets or Subsidiary Companies that result in creditors obtaining a higher position compared to the offered Securities.
Letter i
In practice, the aforementioned "electronic letter" is also known as e-mail.
Disclosure of factories and representative offices is required if the operational office is not at the headquarters.

Article 12
Letter a
It is clear enough.
Letter b
In practice, the aforementioned "default condition" is also known as default.
Letter c
It is clear enough.
Letter d
It is clear enough.

Article 13
Letter a
Examples of the use of funds obtained from the results of a Public Offering include the development of existing facilities, diversification, and addition of working capital. Letter b It is clear enough.

Article 14
It is clear enough.

Article 15
Letter a
In practice, "underwriting service fees" are called underwriting fee.
Letter b
In practice, "management service fees" are called management fee.
Letter c
In practice, "selling service fees" are called selling fee.
Letter d
It is clear enough.
Letter e
It is clear enough.
Letter f
In practice, "financial consulting service fees" are called financial advisory fee.
Letter g
It is clear enough.

Article 16
It is clear enough.

Article 17
Paragraph (1)
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
It is clear enough.
Letter d
It is clear enough.
Letter e
In practice, the default condition regarding principal and/or loan interest payments is also known as default.
Paragraph (2)
It is clear enough.

Article 18
It is clear enough.

Article 19
The brief description aims to provide an explanation regarding the financial condition, changes in financial condition, and business activities of the Issuer at the time the Prospectus is issued and as expected in the future.

Article 20
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
It is clear enough.
Letter d
It is clear enough.
Letter e
It is clear enough.
Letter f
It is clear enough.
Letter g
It is clear enough.
Letter h
It is clear enough.
Letter i
It is clear enough.
Letter j
It is clear enough.
Letter k
It is clear enough.
Letter l
It is clear enough.
Letter m
It is clear enough.
Letter n
In practice, "still owed" is also known as outstanding.
Letter o
It is clear enough.

Article 21
It is clear enough.

Article 22
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
It is clear enough.
Letter d
Examples of risks for investors include the illiquidity of the Securities offered by the Issuer and the decline in the price of Securities.
Letter e
It is clear enough.

Article 23
It is clear enough.

Article 24
It is clear enough.

Article 25
Letter a
Number 1
It is clear enough.
Number 2
It is clear enough.
Number 3
It is clear enough.
Number 4
The change in share ownership referred to is based on the legal documents underlying the change, including but not limited to transfer deeds.
If the Issuer conducts a Public Offering in close proximity and within less than 2 (two) years, the disclosure of share ownership change information must still be presented for a period of 2 (two) years prior to the Registration Statement. For example, Issuer ABC was established in 1990. On August 3, 2014, Issuer ABC submitted a Registration Statement for the initial public offering of shares, and subsequently on March 10, 2015, Issuer ABC submitted a Registration Statement for the Public Offering of Bonds. In the Prospectus for the Public Offering of Bonds, regarding share ownership changes, the Issuer must disclose share ownership changes for 2 (two) years prior to March 10, 2015. Number 5 It is clear enough. Number 6 The term "important agreement" includes, among others, licenses, major buyers, appointment of agents or exclusive distributors for important products, technical agreements, and/or corporate guarantees that have a significant impact on the Issuer's operations and profitability. Number 7 Examples of important fixed assets owned and/or controlled by the Issuer include land, buildings, and factories, along with their location and status. Number 8 It is clear enough. Number 9 It is clear enough. Letter b It is clear enough. Letter c Number 1 It is clear enough. Number 2 It is clear enough. Number 3 It is clear enough. Number 4 The term "family relationship" in this number refers to family relationships as referred to in the definition of affiliation in Law Number 8 of 1995 concerning the Capital Market. Number 5 It is clear enough. Letter d Number 1 It is clear enough. Number 2 It is clear enough. Number 3 It is clear enough. Number 4 Examples of committees owned include audit committees, nomination and remuneration committees, risk committees, and other committees. Number 5 It is clear enough. Number 6 It is clear enough. Number 7 It is clear enough. Number 8 It is clear enough. Letter e Number 1 It is clear enough. Number 2 It is clear enough. Number 3 It is clear enough. Number 4 It is clear enough. Number 5 It is clear enough. Number 6 It is clear enough. Number 7 Letter a) It is clear enough. Letter b) It is clear enough. Letter c) As defined in Law Number 13 of 2003 concerning Manpower, the term "collective labor agreement" refers to an agreement that is the result of negotiations between labor unions/workers' unions or several labor unions/workers' unions registered with the competent manpower authority with employers, or several employers or employer associations, containing working conditions, rights, and obligations of both parties. Letter d) It is clear enough. Letter e) It is clear enough. Letter f) It is clear enough. Number 8 It is clear enough. Number 9 In practice, "employee stock ownership program or Directors and Board of Commissioners" is known as employee stock option plan or management stock option plan. Letter f It is clear enough. Letter g Number 1 Letter a) It is clear enough. Letter b) It is clear enough.
Letter c) It is clear enough. Letter d) It is clear enough. Letter e) It is clear enough. Letter f) It is clear enough. Letter g) Financial information of the Subsidiary Company is obtained from the financial statements of the Subsidiary Company. Letter h) It is clear enough. Letter i) It is clear enough. Letter j) It is clear enough. Letter k) It is clear enough. Number 2 It is clear enough. Letter h Number 1 It is clear enough. Number 2 It is clear enough. Number 3 It is clear enough. Number 4 It is clear enough. Number 5 It is clear enough. Number 6 It is clear enough. Number 7 In practice, the aforementioned "trend" is also known as trend. Number 8 It is clear enough. Number 9 It is clear enough. Number 10 In practice, "franchise" is also known as franchise. Number 11 It is clear enough. Number 12 Examples of specific risks that may arise from working capital in relation to the Issuer's business activities include:

holding significant inventory;
providing opportunities for product returns; or
providing flexible payment terms to customers.
Number 13
It is clear enough.
Number 14
It is clear enough.
Number 15
It is clear enough.
Number 16
It is clear enough.
Number 17
Disclosure examples can be done quantitatively in the form of percentages.
Number 18
It is clear enough.
Number 19
Affiliate transactions and/or transactions containing conflicts of interest as referred to in this number refer to legislation in the Capital Market sector regulating affiliate transactions and specific conflict of interest transactions. At the time this Financial Services Authority Regulation comes into force, the legislation in the Capital Market sector regulating affiliate transactions and specific conflict of interest transactions in effect is Regulation Number IX.E.1, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institutions Number Kep-412/BL/2009 dated November 25, 2009 concerning Affiliate Transactions and Specific Conflict of Interest Transactions. Number 20 It is clear enough.

Article 26
It is clear enough.

Article 27
It is clear enough.

Article 28
Letter a
The term "Capital Market Supporting Institution" includes, among others, securities administration bureaus.
The term "Capital Market Supporting Profession" includes:

Public Accountants;
Legal Consultants;
Appraisers;
Notaries; and
other professions determined by Government Regulation.
The term "other parties" includes, for example, experts in the mining field.
Letter b
It is clear enough.
Letter c
It is clear enough.
Letter d
It is clear enough.
Letter e
It is clear enough.
Letter f
It is clear enough.

Article 29
It is clear enough.

Article 30
It is clear enough.

Article 31
It is clear enough.

Article 32
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
It is clear enough.
Letter d
The term "main permits and approvals" refers to material permits and approvals related to business activities, ownership of specific assets, permits and approvals related to business activities according to its industry. Letter e It is clear enough. Letter f It is clear enough. Letter g It is clear enough. Letter h It is clear enough.

Article 33
At the time this Financial Services Authority Regulation comes into force, the legislation in the Capital Market sector regulating the presentation and disclosure of financial reports of Issuers or Public Companies in effect is Regulation Number VIII.G.7, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institutions Number Kep-347/BL/2012 dated June 25, 2012 concerning the Presentation and Disclosure of Financial Reports of Issuers or Public Companies, and legislation in the Capital Market sector regulating accounting guidelines for Securities Companies is Regulation Number VIII.G.17, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institutions Number Kep-689/BL/2011 dated December 30, 2011 concerning Accounting Guidelines for Securities Companies.

Article 34
It is clear enough.

Article 35
Paragraph (1)
It is clear enough.
Paragraph (2)
The term "not required to be audited" refers to both those undergoing review engagements and those not undergoing review engagements.

Article 36
Examples of transactions that have a significant impact on the Issuer's assets, liabilities, and operating results include business combinations, acquisitions, divestitures, and cessation of significant operating segments.

Article 37
Paragraph (1)
It is clear enough.
Paragraph (2)
At the time this Financial Services Authority Regulation comes into force, the legislation in the Capital Market sector regulating valuation guidelines and the presentation of property valuation reports in the Capital Market in effect is Regulation Number VIII.C.4, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institutions Number Kep-478/BL/2009 dated December 31, 2009 concerning Guidelines for Valuation and Presentation of Property Valuation Reports in the Capital Market.

Article 38
It is clear enough.

Article 39
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
It is clear enough.
Letter d
It is clear enough.
Letter e
It is clear enough.
Letter f
It is clear enough.
Letter g
It is clear enough.
Letter h
It is clear enough.
Letter i
In practice, the aforementioned "electronic letter" is also known as e-mail.
Disclosure of factories and representative offices is required if the operational office is not at the headquarters.
Letter j
It is clear enough.
Letter k
It is clear enough.
Letter l
The range of interest rates or returns is not the final interest rate or return level. The interest rate or return level may be outside the range.
Letter m
It is clear enough.
Letter n
It is clear enough.
Letter o
It is clear enough.
Letter p
It is clear enough.
Letter q
It is clear enough.
Letter r
It is clear enough.
Letter s
It is clear enough.
Letter t
It is clear enough.
Letter u
It is clear enough.
Letter v
It is clear enough.
Letter w
It is clear enough.
Letter x
It is clear enough.
Letter y
It is clear enough.
Letter z
It is clear enough.
Letter aa
It is clear enough.
Letter bb
It is clear enough.
Letter cc
It is clear enough.
Letter dd
It is clear enough.
Letter ee
It is clear enough.
Letter ff
It is clear enough.
Letter gg
It is clear enough.
Letter hh
The purpose of the Issuer estimating the date the Prospectus is issued is to provide information about changes and/or additional information to prospective investors. Letter ii It is clear enough. Letter jj It is clear enough. Letter kk It is clear enough.

Article 40
It is clear enough.

Article 41
It is clear enough.

Article 42
It is clear enough.

Article 43
It is clear enough.

Article 44
It is clear enough.

Article 45
It is clear enough.

Article 46
It is clear enough.

Article 47
It is clear enough.

Article 48
It is clear enough.

Article 49
It is clear enough.

Article 50
The term "specific actions" includes, among others, the postponement of the issuance of an effective statement for the Registration Statement in the framework of a Public Offering.

Article 51
The announcement of the imposition of administrative sanctions and specific actions by the Financial Services Authority can be done, among others, through the Financial Services Authority's website or the Financial Services Authority's annual report.

Article 52
It is clear enough.

Article 53
It is clear enough.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6030

Form and Content of Prospectus and Short Prospectus in the Context of Public Offering of Debt Securities

Lineage: In force

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