Form and Content of Prospectus for Public Offerings and Capital Increases with Preemptive Rights by Small or Medium Asset Emitters

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FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 54 /POJK.04/2017
CONCERNING
THE FORM AND CONTENT OF PROSPECTUS IN THE FRAMEWORK OF PUBLIC OFFERINGS AND CAPITAL INCREASES BY GRANTING PREEMPTIVE RIGHTS BY EMITTERS WITH SMALL ASSETS OR EMITTERS WITH MEDIUM ASSETS

BY THE GRACE OF GOD ALMIGHTY
THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY,

Considering:
a. that in order to improve the quality of information disclosure in prospectuses for public offerings and capital increases by granting preemptive rights by emitters with small assets or emitters with medium assets, it is necessary to refine the provisions of legislation in the capital market sector regarding guidelines on the form and content of prospectuses for public offerings by medium or small companies; b. that based on the considerations referred to in letter a, it is necessary to establish a Financial Services Authority Regulation on the Form and Content of Prospectus in the Framework of Public Offerings and Capital Increases by Granting Preemptive Rights by Emitters with Small Assets or Emitters with Medium Assets;

FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA

Considering: 1. Law Number 8 of 1995 concerning Capital Markets (State Gazette of the Republic of Indonesia Year 1995 Number 64, Supplement to the State Gazette of the Republic of Indonesia Number 3608);
2. 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 ON THE FORM AND CONTENT OF PROSPECTUS IN THE FRAMEWORK OF PUBLIC OFFERINGS AND CAPITAL INCREASES BY GRANTING PREEMPTIVE RIGHTS BY EMITTERS WITH SMALL ASSETS OR EMITTERS WITH MEDIUM ASSETS.

CHAPTER I
GENERAL PROVISIONS

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

1. Prospectus is any written information in connection with a public offering with the aim for other parties to purchase securities.
2. Emitter is a party conducting a public offering.
3. Emitter with Small Assets, hereinafter referred to as Small Scale Emitter, is an emitter in the form of a legal entity established in Indonesia that:
   a. has total assets or equivalent terms, not exceeding IDR 50,000,000,000.00 (fifty billion rupiah) based on the financial statements used in the registration statement document; and b. is not controlled, directly or indirectly, by:

1. controllers of Emitters or Public Companies that are not Small Scale Emitters or Emitters with medium assets; and/or
2. companies that have assets exceeding IDR 250,000,000,000.00 (two hundred fifty billion rupiah).

4. Emitter with Medium Assets, hereinafter referred to as Medium Scale Emitter, is an emitter in the form of a legal entity established in Indonesia that:
   a. has total assets or equivalent terms, more than IDR 50,000,000,000.00 (fifty billion rupiah) up to IDR 250,000,000,000.00 (two hundred fifty billion rupiah) based on the financial statements used in the registration statement document; and b. is not controlled, directly or indirectly, by:

1. controllers of Emitters or Public Companies that are not Small Scale Emitters or Medium Scale Emitters; and/or
2. companies that have assets exceeding IDR 250,000,000,000.00 (two hundred fifty billion rupiah).

5. Public Offering is a securities offering activity conducted by an Emitter to sell securities to the public in accordance with the procedures regulated in Law Number 8 of 1995 concerning Capital Markets and its implementing regulations.

6. Public Offering by Small Scale Emitters is a Public Offering conducted by Small Scale Emitters with the total value of offered securities, excluding other securities accompanying them, not exceeding IDR 50,000,000,000.00 (fifty billion rupiah).

7. Public Offering by Medium Scale Emitters is a Public Offering conducted by Medium Scale Emitters with the total value of offered securities, excluding other securities accompanying them, not exceeding IDR 250,000,000,000.00 (two hundred fifty billion rupiah).

8. Preemptive Rights to Purchase Securities, hereinafter abbreviated as HMETD, are rights attached to shares that give the opportunity for the respective shareholders to purchase shares and/or other equity-like securities, whether convertible into shares or providing the right to purchase shares, before being offered to other parties.

9. Registration Statement is a document that must be submitted to the Financial Services Authority by an Emitter in the context of a Public Offering or by a Public Company.

10. Securities are negotiable instruments, namely debt acknowledgment instruments, commercial papers, shares, bonds, debt certificates, investment contract units, futures contracts over Securities, and any derivatives of Securities.

11. Small Scale Emitter Group is a Small Scale Emitter and all companies whose financial statements are consolidated with the financial statements of the Small Scale Emitter.

12. Medium Scale Emitter Group is a Medium Scale Emitter and all companies whose financial statements are consolidated with the financial statements of the Medium Scale Emitter.

13. Standby Buyer is a party that will purchase either part or all of the remaining shares and/or other equity-like securities not taken by HMETD holders.

14. Warrants are Securities issued by a company that give the right to holders of Securities to purchase shares of that company at a certain price after 6 (six) months from the issuance of the relevant Securities.

15. Securities Issuance Underwriter is a party that enters into a contract with an Emitter to conduct a Public Offering on behalf of the Emitter with or without the obligation to purchase remaining unsold Securities.

16. Public Accountant is a person who has obtained a license to provide services as referred to in legislation regarding public accountants and is registered with the Financial Services Authority.

17. 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.

18. Trustee is a party representing the interests of holders of debt-like Securities.

19. Trust Agreement is an agreement between an Emitter and a Trustee in the context of the issuance of debt-like Securities and/or sukuk, made in notarial form.

20. Subsidiary Company is a company whose financial statements are consolidated with the financial statements of the Emitter.

21. Board of Directors is an organ of the Emitter authorized and fully responsible for the management of the Emitter for the interests of the Emitter, in accordance with the purpose and objectives of the Emitter, and representing the Emitter, both inside and outside of court, in accordance with the provisions of the articles of association.

22. Board of Commissioners is an organ of the Emitter tasked with conducting general and/or specific supervision in accordance with the articles of association and providing advice to the Board of Directors.

23. Stock Exchange is a party that organizes and provides systems and/or facilities to match buy and sell offers of Securities from other parties with the aim of trading Securities among them.

24. Information or Material Facts are 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, potential investors, or other interested parties regarding such information or facts.

25. Controller is a party holding more than 50% (fifty percent) of all fully paid-up shares, or a party having the ability to determine, directly or indirectly, in any manner, the management and/or policies of Small Scale Emitters or Medium Scale Emitters.

Article 2
(1) A Prospectus must contain detailed Information or Material Facts regarding the Public Offering and information and/or statements that can influence investor decisions, which are known or reasonably known by Small Scale Emitters or Medium Scale Emitters and the securities issuance underwriter (if using a securities issuance underwriter). (2) A Prospectus is prohibited from containing false statements about material facts or omitting correct statements about material facts required so that the Prospectus does not provide a misleading picture. (3) A Prospectus must be drafted in such a way that it is clear and communicative. (4) The presentation and delivery of important information in the Prospectus must not be obscured by less important information, resulting in the important information being overlooked by readers. (5) The disclosure of Information or Material Facts and/or the use of photos, diagrams, and/or tables in the Prospectus is prohibited from providing a misleading picture. (6) Disclosure of Information or Material Facts in the 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 a Prospectus as referred to in Article 2, Small Scale Emitters or Medium Scale Emitters may make adjustments to the disclosure of Information or Material Facts, not limited only to Information or Material Facts already regulated in this Financial Services Authority Regulation.

Article 4
Members of the Board of Directors and members of the Board of Commissioners of Small Scale Emitters or Medium Scale Emitters, and securities issuance underwriters (if using securities issuance underwriters) at the time the Registration Statement becomes effective, market auxiliary institutions and professions, or other parties providing opinions or statements and whose consent is included in the Prospectus, whether individually or jointly, are responsible for ensuring that the Prospectus meets the provisions referred to in Article 2 paragraph (2).

CHAPTER II
FORM OF PROSPECTUS

Article 5
A Prospectus as referred to in Article 2 must at least contain the following main sections:
a. information in the initial part of the Prospectus; b. table of contents;
c. information about the Securities offered;
d. use of funds obtained from the results of the Public Offering or capital increase by granting HMETD; e. analysis and discussion by management; f. risk factors; g. significant events after the date of the Public Accountant's report; h. information about Small Scale Emitters or Medium Scale Emitters, business activities, as well as trends and business prospects; and
i. ordering procedures for Securities.

Article 6
In the event that Small Scale Emitters or Medium Scale Emitters conduct a Public Offering of equity-like Securities, in addition to containing the main sections as referred to in Article 5, Small Scale Emitters or Medium Scale Emitters must add the following sections:
a. dividend policy; b. securities issuance underwriting (if using a Securities Issuance Underwriter);
c. legal opinions;
d. financial statements; and e. Appraiser's report and expert reports (if using Appraisers and experts).

Article 7
In the event that Small Scale Emitters or Medium Scale Emitters conduct a Public Offering of debt-like Securities, in addition to containing the main sections as referred to in Article 5, Small Scale Emitters or Medium Scale Emitters must add the following sections:
a. securities issuance underwriting (if using a Securities Issuance Underwriter); b. information about Trustees and guarantors (if guarantors exist);
c. legal opinions;
d. financial statements; and e. Appraiser's report and expert reports (if using Appraisers and experts).

Article 8
In the event that Small Scale Emitters or Medium Scale Emitters conduct capital increases by granting HMETD, in addition to containing the main sections as referred to in Article 5, Small Scale Emitters or Medium Scale Emitters must add the following sections:
a. dividend policy; b. information about Trustees and guarantors (if guarantors exist), in the case of issuing HMETD for debt-like Securities that can or must be converted into shares;
c. information regarding Standby Buyers and/or potential Controllers of Small Scale Emitters or Medium Scale Emitters (if Standby Buyers and/or potential Controllers of Small Scale Emitters or Medium Scale Emitters exist); and
d. summary of important financial data.

CHAPTER III
CONTENT OF PROSPECTUS

First Section
Information in the Initial Part of the Prospectus

Article 9
Information in the initial part of the Prospectus as referred to in Article 5 letter a must at least contain or disclose the following key information:
a. the effective date of the Registration Statement from the Financial Services Authority; b. the allocation date;
c. the date for refund of ordering money;
d. the distribution date of Securities; e. the listing date, if the Securities will be listed on a Stock Exchange; f. the full name of Small Scale Emitters or Medium Scale Emitters, address, logo (if any), telephone number, facsimile number, email, website, and post office including factories and representative offices (if any), and the main business activities of Small Scale Emitters or Medium Scale Emitters; g. the place and date the Prospectus was issued; h. the following statements in capital letters that immediately attract the reader's attention:
“THE FINANCIAL SERVICES AUTHORITY DOES NOT ISSUE A STATEMENT APPROVING OR DISAPPROVING 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.”; and “THIS PUBLIC OFFERING IS CONDUCTED BY EMITTERS WITH SMALL ASSETS OR EMITTERS WITH MEDIUM ASSETS, IN ACCORDANCE WITH THE FINANCIAL SERVICES AUTHORITY REGULATION ON REGISTRATION STATEMENTS IN THE FRAMEWORK OF PUBLIC OFFERINGS AND CAPITAL INCREASES BY GRANTING PREEMPTIVE RIGHTS BY EMITTERS WITH SMALL ASSETS OR EMITTERS WITH MEDIUM ASSETS.”;
i. a statement in capital letters that Small Scale Emitters or Medium Scale Emitters and securities issuance underwriters (if using securities issuance underwriters) are fully responsible for the truth of all information and honesty of opinions expressed in the Prospectus as follows:
“EMITTERS AND SECURITIES ISSUANCE UNDERWRITERS (if any) ARE FULLY RESPONSIBLE FOR THE TRUTH OF ALL INFORMATION, FACTS, DATA, OR REPORTS AND THE HONESTY OF OPINIONS CONTAINED IN THIS PROSPECTUS.”; j. a brief statement in capital letters that immediately attracts the reader's attention, regarding:

1. the main risks faced by Small Scale Emitters or Medium Scale Emitters; and
2. the risk of illiquidity of offered equity-like Securities (if any);
   k. a statement that the Registration Statement has been submitted to the Financial Services Authority referring to the provisions of legislation in the capital market sector;
   l. a statement that all market auxiliary institutions and professions mentioned in the Prospectus are fully responsible for the data presented in accordance with their functions and positions, in accordance with the provisions of legislation in the capital market sector, and the respective codes of ethics, norms, and professional standards;
   m. a statement that in connection with Public Offerings and capital increases by granting HMETD, any affiliated parties are prohibited from providing statements or information regarding data not disclosed in the Prospectus, without written consent from Small Scale Emitters or Medium Scale Emitters and securities issuance underwriters (if using securities issuance underwriters); and n. in the event that the Prospectus includes the name of parties assisting Small Scale Emitters or Medium Scale Emitters in preparing the Prospectus, such parties must make a statement that they have provided written consent regarding the inclusion of their names in the Prospectus and have not withdrawn such consent.

Article 10
In the event that Small Scale Emitters or Medium Scale Emitters conduct a Public Offering of equity-like Securities, in addition to containing the key information as referred to in Article 9, Small Scale Emitters or Medium Scale Emitters must add the following information:
a. the offering period; b. in the event that Small Scale Emitters or Medium Scale Emitters do not use the services of Securities Issuance Underwriters, Small Scale Emitters or Medium Scale Emitters must include the following statement in capital letters that immediately attracts the reader's attention:
“EMITTERS WITH SMALL ASSETS OR EMITTERS WITH MEDIUM ASSETS DO NOT USE THE SERVICES OF SECURITIES ISSUANCE UNDERWRITERS IN THIS PUBLIC OFFERING”;
c. in the event that Securities will be listed on a Stock Exchange, Small Scale Emitters or Medium Scale Emitters must provide information on the actions to be taken by Small Scale Emitters or Medium Scale Emitters if the Stock Exchange rejects the application for listing of such Securities;
d. a statement by Small Scale Emitters or Medium Scale Emitters regarding the plan for stabilizing the price of Securities, as follows:

1. if a more allocation option is planned as part of the Public Offering, a statement in capital letters that immediately attracts the reader's attention regarding the plan and purpose of implementing the more allocation option, including price stabilization plans, must be provided; and
2. if it is planned to stabilize the price of specific shares already listed on a Stock Exchange to facilitate the sale of equity-like Securities in the context of a Public Offering, a statement in capital letters that immediately attracts the reader's attention stating the following must be provided:
   “IN ORDER TO MAINTAIN THE MARKET PRICE OF SHARES OF THE SAME TYPE AND CLASS AS THOSE OFFERED IN THIS PUBLIC OFFERING, SECURITIES ISSUANCE UNDERWRITERS MAY PERFORM PRICE STABILIZATION AT A PRICE LEVEL HIGHER THAN MIGHT OCCUR ON THE STOCK EXCHANGE IF PRICE STABILIZATION IS NOT PERFORMED. IF SECURITIES ISSUANCE UNDERWRITERS PERFORM PRICE STABILIZATION, THEN BOTH PRICE STABILIZATION AND THE PUBLIC OFFERING MAY BE SUSPENDED AT ANY TIME.”

Article 11
In the event that Small Scale Emitters or Medium Scale Emitters conduct a Public Offering of debt-like Securities, in addition to containing the key information as referred to in Article 9, Small Scale Emitters or Medium Scale Emitters must add the following information:
a. the offering period; b. in the event that Small Scale Emitters or Medium Scale Emitters do not use the services of Securities Issuance Underwriters, Small Scale Emitters or Medium Scale Emitters must include the following statement in capital letters that immediately attracts the reader's attention:
“EMITTERS WITH SMALL ASSETS OR EMITTERS WITH MEDIUM ASSETS DO NOT USE THE SERVICES OF SECURITIES ISSUANCE UNDERWRITERS IN THIS PUBLIC OFFERING.”; and
c. in the event that Securities will be listed on a Stock Exchange, Small Scale Emitters or Medium Scale Emitters must provide information on the actions to be taken by Small Scale Emitters or Medium Scale Emitters if the Stock Exchange rejects the application for listing of such Securities.

Article 12
In the event that Small Scale Emitters or Medium Scale Emitters conduct capital increases by granting HMETD, in addition to containing the key information as referred to in Article 9, Small Scale Emitters or Medium Scale Emitters must add the following information:
a. the date of the General Meeting of Shareholders; b. the date of the register of shareholders entitled to receive HMETD;
c. the distribution date of HMETD;
d. the final date for implementing HMETD and the final date for paying for shares and/or other equity-like Securities in the implementation of HMETD; e. the trading period for HMETD; f. the date for payment for additional shares and/or other equity-like Securities; and g. the date for full payment by Standby Buyers (if any).

Second Section
Table of Contents

Article 13
The table of contents as referred to in Article 5 letter b must include descriptions of sections and pages.

Third Section
Information about the Securities Offered

Article 14
In the event that Small Scale Emitters or Medium Scale Emitters conduct a Public Offering of equity-like Securities, in the section on information about the Securities offered as referred to in Article 5 letter c, it must at least contain or disclose:
a. the type and number of equity-like Securities; b. nominal value (if nominal value is used);
c. offering price;
d. total value of the Public Offering; e. other accompanying Securities (if any), at least including:

1. for Warrants, at least including:
   a) the type and number of underlying Securities; b) the number of Warrants to be issued; c) the number of Warrants outstanding and to be outstanding; d) the start date and end date of Warrant implementation; e) the price of new shares in Warrant implementation; f) provisions regarding changes in exercise prices; and g) other material provisions of the relevant Warrants;
2. for Securities convertible into shares that can be repurchased, at least including:
   a) a description of conversion conditions, including whether conversion rights will be lost if not exercised before the date disclosed in the repurchase announcement; b) the start date and end date of conversion; and c) the type, frequency, and timing of repurchase announcements, including where such announcements will be published; f. the number of equity-like Securities allocated to employees (if any); g. shareholder rights including rights to dividends, HMETD, and other rights including limitations and/or qualifications on such rights (if any) and their impact on shareholder rights; h. restrictions on transfer rights or voting rights (if any);
   i. information on whether the issued and offered shares are fully paid-up shares (divestasi) and/or shares in storage (portepel shares);
   j. the name of the Stock Exchange (if the Securities will be listed) and information on the number and percentage of shares to be listed on the Stock Exchange, as well as restrictions on share listing (if any); k. information on the plan of Small Scale Emitters or Medium Scale Emitters to issue equity-like Securities within 12 (twelve) months after the effective date (if any);
   l. information on the capital structure and shareholders before and after the Public Offering in table form, including:
3. authorized capital and paid-up placed 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 case of shares without nominal value;
4. details of share ownership by shareholders with the condition that shareholders holding 5% (five percent) or more, members of the Board of Directors, and members of the Board of Commissioners must disclose names, number of shares, and total nominal value of shares and ownership percentage or the number and value of shares and ownership percentage in the case of shares without nominal value;
5. shares in storage (portepel shares), covering the number of shares, nominal value per share, and total nominal value of shares or the number and value of shares in the case of shares without nominal value; and
6. proforma equity table on the date of the latest financial statements representing the position of the latest capital change (if any) and assuming the Public Offering has occurred on the date of the latest financial statements; and

m. a description of debt-type securities that may or must be converted into shares (if issuing debt-type securities that may or must be converted into shares), must at a minimum contain or disclose:

1. the rights of holders of debt-type securities that may or must be converted into shares;

2. the nature of debt-type securities that may be converted into shares;

3. the nature of debt-type securities that may or must be converted into shares allowing for early repayment at the option of the Small-Scale Emitter or Medium-Scale Emitter or the holder of debt-type securities that may or must be converted into shares;

4. the price and interest rate of debt-type securities that may or must be converted into shares;

5. the repayment or installment schedule, including the amount;

6. the interest payment schedule;

7. the conversion schedule of debt-type securities into shares;

8. the rating result of debt-type securities that may be converted into shares and the name of the securities rating company;

9. provisions regarding repayment funds (if any);

10. the currency serving as the debt denomination and other currencies serving as alternatives (if any) used in the issuance of debt-type securities that may or must be converted into shares (if any);

11. a summary of any claims on the assets of the Small-Scale Emitter or Medium-Scale Emitter used as collateral for debt-type securities that may or must be converted into shares offered;

12. a statement regarding whether or not the debt-type securities that may or must be converted into shares are listed on the Stock Exchange; and

13. the number and percentage of debt-type securities that may or must be converted into shares, in the event that the debt-type securities that may or must be converted into shares as referred to in number 12 are listed on the Stock Exchange.

Article 15
In the event that a Small-Scale Emitter or Medium-Scale Emitter conducts a Public Offering of debt-type securities, in the section regarding information about the securities offered as referred to in Article 5 letter c, it must at a minimum contain or disclose:
a. the nominal amount and type of debt-type securities offered; b. the currency serving as the debt denomination;
c. the price, interest rate, or other remuneration determined for the debt-type securities, including the determination method, with the provision that if the interest rate is floating, a complete description of the method for determining the floating interest rate is provided;
d. the date of principal debt payment and the principal debt amount to be paid on that date; e. the interest payment date or other remuneration date; f. the bookkeeping unit and trading unit of the debt-type securities to be offered in the context of the Public Offering, including limitations on bookkeeping; g. the assets of the Small-Scale Emitter or Medium-Scale Emitter serving as collateral for debt arising from the securities offered, the timing of the effectiveness of such assets as collateral for holders of debt-type securities, and a summary of the valuation (if any); h. the rating result of the debt-type securities;
i. a summary of the key points of the Trust Agreement;
j. a summary of the key points of the debt guarantee agreement (if using a guarantor); and k. other obligations related to the debt-type securities offered.

Article 16
In the event that a Small-Scale Emitter or Medium-Scale Emitter increases capital by granting Preemptive Rights (HMETD), in the section regarding information about the securities offered as referred to in Article 5 letter c, in addition to the information mentioned in Article 14 except for the information mentioned in Article 14 letter f and letter i, the additional information must at a minimum contain or disclose:
a. a description of the General Meeting of Shareholders that approved the capital increase by granting Preemptive Rights; b. the Preemptive Rights (HMETD) ratio per share;
c. the dilution impact from the issuance of new shares;
d. a description of the procedure for transferring Preemptive Rights; e. a description of the treatment of shares and/or other equity-type securities issued in the capital increase by granting Preemptive Rights that are not taken by those entitled; f. a description of the treatment of Preemptive Rights in fractional form; g. the procedure for issuing and delivering proof of Preemptive Rights as well as shares and/or other equity-type securities; h. the qualifications for recipients and holders of Preemptive Rights who are entitled;
i. the form of Preemptive Rights certificates (if any);
j. the subdivision of Preemptive Rights certificates (if any); k. the procedure for implementing Preemptive Rights;

l. the ordering of additional share purchases and/or other equity-type securities;
m. the allocation of orders for additional share purchases and/or other equity-type securities; n. the theoretical value of Preemptive Rights; o. a statement indicating whether major shareholders will exercise or not exercise the Preemptive Rights they hold, and information regarding the name of the party receiving the transfer of Preemptive Rights (if any) and a brief description of the transfer of Preemptive Rights; p. a brief description of the standby buyer's purchase of remaining securities and the full name of the party acting as the Standby Buyer/candidate Controller (if any); and q. a description of the payment for shares in forms other than cash (if any) which must at a minimum contain or disclose:

1. information regarding the payment object; and
2. a summary of the valuation results from the Appraiser, which must at a minimum contain or disclose:
   a) the identity of the party; b) the valuation object; c) the purpose of the valuation; d) assumptions and limiting conditions; e) the valuation approach and valuation method; f) the value conclusion; and g) the opinion on the fairness of the payment transaction.

Part Four
Use of Funds Obtained from the Results of Public Offerings or Capital Increases by Granting Preemptive Rights

Article 17
In the section regarding the use of funds obtained from the results of Public Offerings or capital increases by granting Preemptive Rights as referred to in Article 5 letter d, it must at a minimum contain or disclose the following key information:
a. information regarding the purpose of the Public Offering or capital increase by granting Preemptive Rights and the use of funds obtained from the results of Public Offerings or capital increases by granting Preemptive Rights after deducting costs, prepared in detail in the form of amounts and/or percentages, with the provision that:

1. details of fund usage are disclosed in accordance with the purpose of the Public Offering or capital increase by granting Preemptive Rights; and
2. facts and the nature of affiliate relationships with the Small-Scale Emitter or Medium-Scale Emitter are disclosed in the event that:
   a) funds are used to pay off debts entirely or partially to affiliated creditors; and b) funds are used to purchase or invest in other companies (if any) if such companies are affiliated parties with the Small-Scale Emitter or Medium-Scale Emitter; and b. information regarding other sources of funds that will be used to finance an activity if funds from Public Offerings or capital increases by granting Preemptive Rights are insufficient.

Article 18
(1) In the event that there is a party making capital payments in forms other than cash as referred to in Article 16 letter q, which may result in such party becoming a new Controller of the Small-Scale Emitter or Medium-Scale Emitter and increasing the equity of the Small-Scale Emitter or Medium-Scale Emitter by 100% (one hundred percent) or more, the Prospectus must at a minimum contain or disclose:
a. in the event that capital payments are in the form of shares of other companies, the information that must be contained or disclosed at a minimum:

1. financial statements of such other companies;
2. pro forma financial information audited by a Public Accountant;
3. information regarding risk factors;
4. information regarding such other companies;
5. management analysis and discussion regarding such other companies;
6. business activities and prospects; and
7. legal opinions regarding such other companies; and/or
   b. in the event that capital payments are in the form of assets, the information to be disclosed consists of information regarding such assets as well as risks and business prospects regarding the use of such assets. (2) The disclosure as referred to in paragraph (1) is conducted in a separate section within the Prospectus.

Article 19
Small-Scale Emitters or Medium-Scale Emitters must disclose information regarding the estimated details of costs incurred by the Small-Scale Emitter or Medium-Scale Emitter in the context of Public Offerings and capital increases by granting Preemptive Rights, whether in the form of a specific percentage or absolute value in the currency denomination, which must at a minimum contain or disclose:
a. underwriting service fees (if any); b. organization service fees (if any);
c. sales service fees (if any);

d. supporting capital market professional service fees; e. supporting capital market institution service fees; f. financial consulting service fees (if any); and g. other miscellaneous fees.

Part Five
Management's Analysis and Discussion

Article 20
In the section regarding management's analysis and discussion as referred to in Article 5 letter e, it must at a minimum contain or disclose:
a. discussions providing a comprehensive overview of the business activities of the Small-Scale Emitter or Medium-Scale Emitter, including the financial condition and operational results of the Small-Scale Emitter or Medium-Scale Emitter, as well as changes and causes of changes in the financial condition and operational results of the Small-Scale Emitter or Medium-Scale Emitter, which must at a minimum include:

1. total assets;

2. total liabilities;

3. equity;

4. sales/business revenue;

5. business expenses;

6. operating profit (loss); and

7. net profit (loss);
   b. discussions regarding the sources and amounts of cash flows from operating, investing, and financing activities, as well as cash flow patterns linked to the characteristics and business cycle of the Small-Scale Emitter or Medium-Scale Emitter;
   c. discussions regarding material capital goods investment commitments made, with explanations regarding:

8. related parties in the agreement;

9. the total value, currency, and portion already realized;

10. the purpose of the capital goods investment;

11. the source of funds used;

12. the estimated period for the start and completion of the construction process in the context of capital goods investment (if any); and

13. the expected increase in production capacity from capital goods investment (if any);
    d. discussions regarding government policies and other institutions in the fields of fiscal, monetary, public economy, and politics that have direct or indirect impacts on the business activities and investments of the Small-Scale Emitter or Medium-Scale Emitter and Subsidiary Companies, as reflected in financial statements; e. discussions regarding abnormal and infrequent events or transactions that can affect revenue amounts and profitability; and f. discussions regarding material events occurring after the date of the financial statements and the Public Accountant's report.

Part Six
Risk Factors

Article 21
In the section regarding risk factors as referred to in Article 5 letter f, it must at a minimum contain or disclose risks arranged based on the weight of risks faced.

Part Seven
Important Events After the Date of the Public Accountant's Report

Article 22
In the section regarding important events after the date of the Public Accountant's Report as referred to in Article 5 letter g, it must at a minimum contain or disclose:
a. information regarding all important events occurring after the date of the Public Accountant's Report until the effective date of the Registration Statement; b. a statement regarding the existence or non-existence of obligations after the date of the Public Accountant's Report until the effective date of the Registration Statement; and
c. 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 that no important events exist.

Part Eight
Information Regarding Small-Scale Emitters or Medium-Scale Emitters, Business Activities, and Business Trends and Prospects

Article 23
In the section regarding information about Small-Scale Emitters or Medium-Scale Emitters, business activities, and business trends and prospects as referred to in Article 5 letter h, it must at a minimum contain or disclose:
a. information regarding Small-Scale Emitters or Medium-Scale Emitters, at a minimum including:

1. capitalization and shareholders, at a minimum:
   a) share ownership and the latest capital structure; b) the position of the Small-Scale Emitter or Medium-Scale Emitter and Subsidiary Companies within the Small-Scale Emitter Group or Medium-Scale Emitter Group, presented in the form of a diagram accompanied by ownership percentages; and

c) information regarding Controllers, whether direct or indirect, down to individual owners, and/or major shareholders, presented in the form of a scheme or diagram;
2. management and supervision, including names and biographies of members of the Board of Directors and members of the Board of Commissioners of the Small-Scale Emitter or Medium-Scale Emitter, as well as the company secretary, audit committee, and/or other committees (if any);
3. the organizational structure of the Small-Scale Emitter or Medium-Scale Emitter;
4. legal matters faced by the Small-Scale Emitter or Medium-Scale Emitter and Subsidiary Companies, as well as members of the Board of Directors and members of the Board of Commissioners of the Small-Scale Emitter or Medium-Scale Emitter, which have a material impact on the continuity of the business of the Small-Scale Emitter or Medium-Scale Emitter (if any);
5. material information regarding human resources;
6. transactions with affiliated parties; and
7. information regarding Subsidiary Companies and/or investments in other companies (if any), at a minimum including:
a) name; b) year of establishment; c) business activities described in general; d) capital structure and the latest composition of shareholders; e) management and supervision; and f) important financial data for the last 2 (two) fiscal years or since establishment if less than 2 (two) fiscal years; and

b. business activities of the Small-Scale Emitter or Medium-Scale Emitter as well as business trends and prospects, which must at a minimum contain or disclose:

1. a brief description of the main business activities of the Small-Scale Emitter or Medium-Scale Emitter or the Small-Scale Emitter Group or Medium-Scale Emitter Group (if the Small-Scale Emitter or Medium-Scale Emitter is a parent entity);
2. important agreements;
3. a management statement that there are no restrictions harming the rights of public shareholders;
4. a description of the main products and services offered by the Small-Scale Emitter or Medium-Scale Emitter;
5. general information regarding customers of the Small-Scale Emitter or Medium-Scale Emitter;
6. general information regarding suppliers of inventory for the Small-Scale Emitter or Medium-Scale Emitter;
7. general information regarding production facilities owned, leased from others, or controlled, such as land rights, buildings and infrastructure, as well as machinery and equipment, and their status;
8. any significant trends in production, sales, inventory, expenses, and sales prices since the last fiscal year that affect the business activities and financial prospects of the Small-Scale Emitter or Medium-Scale Emitter;
9. any trends, uncertainties, demands, commitments, or events that are known and can significantly affect net sales or business revenue, revenue from ongoing operations, profitability, liquidity, or capital sources, or events that will cause reported financial information to no longer serve as an indication of future operational results or financial conditions; and
10. in the event that there are no trends, uncertainties, demands, commitments, or events as referred to in numbers 8 and 9, the Small-Scale Emitter or Medium-Scale Emitter must provide an adequate statement regarding such matters.

Article 24
In the event that a Small-Scale Emitter or Medium-Scale Emitter conducts a Public Offering of equity-type securities, in addition to the key information as referred to in Article 23, the Small-Scale Emitter or Medium-Scale Emitter must add information:
a. the establishment of the Small-Scale Emitter or Medium-Scale Emitter, at a minimum including the date of the establishment deed, the composition of shareholders, the name of the Small-Scale Emitter or Medium-Scale Emitter, and its business activities, including a brief history regarding the establishment, form, and organizational name if not a company; b. important events related to business development; and
c. the chronology of changes in the composition of shareholders and share ownership over the last 2 (two) years or since establishment if less than 2 (two) years prior to the submission of the Registration Statement.

Part Nine
Ordering Procedures for Securities

Article 25
In the section regarding ordering procedures for securities, as referred to in Article 5 letter i, it must at a minimum contain or disclose the following key information:
a. the submission of order forms, payment requirements, order cancellation, and receipts for orders; b. an explanation regarding restrictions on parties who can order (if any);
c. the start and end dates of ordering; and
d. the date for the return of order funds, and the distribution of securities or other proof of ownership of securities.

Article 26
In the event that a Small-Scale Emitter or Medium-Scale Emitter conducts a Public Offering of equity-type securities and/or a Public Offering of debt-type securities, in addition to the key information as referred to in Article 25, the Small-Scale Emitter or Medium-Scale Emitter must add information at a minimum regarding an explanation of the allocation method for ordering as well as the allocation of orders to specific parties (if any).

Part Ten
Dividend Policy

Article 27
In the section regarding dividend policy as referred to in Article 6 letter a and Article 8 letter a, it must contain or disclose information regarding dividend policy as well as the history of dividend payments.

Part Eleven
Underwriting of Securities Issuance

Article 28
In the section regarding the underwriting of securities issuance as referred to in Article 6 letter b and Article 7 letter a, it must at a minimum contain or disclose:
a. a description of the important provisions and requirements of the securities issuance underwriting agreement; b. the name of the executing underwriter and the issuing underwriter;
c. the form of underwriting;
d. the percentage and value of underwriting; and e. the nature of affiliate relationships between the Issuing Underwriter and the Small-Scale Emitter or Medium-Scale Emitter (if any).

Part Twelve
Legal Opinions

Article 29
In the section regarding legal opinions as referred to in Article 6 letter c and Article 7 letter c, the opinion from legal counsel must at a minimum contain or disclose:
a. the validity of the establishment deed; b. the conformity of the latest articles of association with capital market regulatory provisions;
c. the validity of agreements in the context of Public Offerings or capital increases by granting Preemptive Rights and other important agreements;
d. the basic permits and approvals required for the implementation of business activities or planned business activities of the Small-Scale Emitter or Medium-Scale Emitter; e. the ownership status, encumbrances, insurance, and disputes regarding assets of the Small-Scale Emitter or Medium-Scale Emitter that are material; f. important and relevant legal matters, civil or criminal lawsuits, and other legal actions concerning the Small-Scale Emitter or Medium-Scale Emitter 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 Small-Scale Emitter or Medium-Scale Emitter and any changes over the last 2 (two) years prior to the Registration Statement or since establishment for Small-Scale Emitters or Medium-Scale Emitters established for less than 2 (two) years, which must comply with regulatory provisions; and h. other material legal aspects related to the Small-Scale Emitter or Medium-Scale Emitter and the securities offering to be implemented.

Part Thirteen
Financial Statements

Article 30
In the section regarding financial statements as referred to in Article 6 letter d and Article 7 letter d, financial statements must be presented in accordance with the provisions regulated by the Financial Services Authority regarding Registration Statements in the context of Public Offerings and capital increases by granting Preemptive Rights by Small-Scale Emitters or Medium-Scale Emitters.

Part Fourteen
Appraiser Reports and Expert Reports

Article 31
(1) In the event that there are Appraiser Reports and expert reports, in the section regarding Appraiser Reports and expert reports as referred to in Article 6 letter e and Article 7 letter e, it must at a minimum contain or disclose:

a. a summary of the Appraiser's report 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 provided approval for the inclusion of the summary of the said report in the Prospectus in the event that the Prospectus contains a summary of the report from the expert. (2) Appraiser Reports as referred to in paragraph (1) letter a must comply with regulatory provisions in the capital market sector regarding valuation guidelines and the presentation of valuation reports in the capital market.

Part Fifteen
Information Regarding Trustees and Guarantors

Article 32
In the section regarding information about Trustees and guarantors as referred to in Article 7 letter b and Article 8 letter b, it must at a minimum contain or disclose:
a. the name, address, and description of the party acting as Trustee and guarantor (if a guarantor exists); and b. a statement from the guarantor (if a guarantor exists) that:

1. the guarantor is able to guarantee in accordance with the obligations or capabilities of the guarantee as stated in the guarantee agreement; and
2. the existence or non-existence of legal matters regarding finance currently being pursued by the guarantor.

Part Sixteen
Information Regarding Standby Buyers and/or Candidate Controllers of Small-Scale Emitters or Medium-Scale Emitters

Article 33
In the section regarding information about Standby Buyers and/or candidate Controllers of Small-Scale Emitters or Medium-Scale Emitters as referred to in Article 8 letter c, it must at a minimum contain or disclose:
a. the name and domicile address or headquarters of the Standby Buyer and/or candidate Controller of the Small-Scale Emitter or Medium-Scale Emitter; b. the field of business (if any);
c. the legal entity status (if any);
d. the composition of management and supervision (if any); e. the capital structure or equivalent information; f. the beneficial owners of the new candidate Controller (if any); g. the source of funds used by the Standby Buyer and/or candidate Controller of the Small-Scale Emitter or Medium-Scale Emitter; h. the nature of affiliate relationships with the Small-Scale Emitter or Medium-Scale Emitter (if any); and
i. a description of the important requirements of the agreement for the standby buyer's purchase of remaining securities or approval to purchase securities by the Standby Buyer.

Part Seventeen
Summary of Important Financial Data

Article 34
(1) In the section regarding the summary of important financial data as referred to in Article 8 letter d, it must at a minimum contain or disclose:
a. information regarding audited financial statements that serve as the data source, including information

---

Public Accountant, the name of the Public Accountant's office, the opinion given, and an explanation of the period of financial reports 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 of interim period financial data, it is presented in comparison with the same period of the previous year (not necessarily audited), except for the financial position report;
d. the form and content of the financial data as referred to in letter b must be the same as that presented in the financial report; and e. the financial data as referred to in letter b must at least include:

1. revenue;

2. gross profit (loss);

3. profit (loss) for the current year;

4. other comprehensive income;

5. total comprehensive income for the current year;

6. amount of profit (loss) attributable to owners of the parent entity and non-controlling interests;

7. amount of comprehensive income attributable to owners of the parent entity and non-controlling interests;

8. earnings per share;

9. dividends per share (if dividends are distributed);

10. total current assets, total non-current assets, and total assets;

11. total short-term liabilities, total long-term liabilities, and total liabilities;

12. total equity;

13. ratio of profit (loss) for the current year to total assets;

14. ratio of profit (loss) for the current year to equity;

15. ratio of profit (loss) for the current year to revenue;

16. current ratio;

17. debt-to-equity ratio;

18. debt-to-total assets ratio;

19. other relevant financial information and ratios related to the Controller of Small-Scale Asset Issuers or Medium-Scale Asset Issuers and their industry type; and

20. exchange rate information, in the event that the financial report of the Controller of Small-Scale Asset Issuers or Medium-Scale Asset Issuers is prepared other than in rupiah, at least including:
    a) the exchange rate value on the latest date that can be 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 said period; and d) the source of information on 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 financial report of the Small-Scale Asset Issuer or Medium-Scale Asset Issuer, including the name of the items used.

CHAPTER IV
OTHER PROVISIONS
Article 35
In the event that a Small-Scale Asset Issuer or Medium-Scale Asset Issuer submits a Registration Statement in the context of a Sukuk Public Offering, in addition to being required to comply with the provisions in this Financial Services Authority Regulation, the Small-Scale Asset Issuer or Medium-Scale Asset Issuer must comply with the provisions as referred to in the Financial Services Authority Regulation regarding the issuance and requirements of sukuk.
Article 36
In the event that a Small-Scale Asset Issuer or Medium-Scale Asset Issuer will issue convertible debt securities through a Public Offering, the nature of such convertible debt securities must be mandatory convertible debt securities.
CHAPTER V
SANCTION PROVISIONS
Article 37
(1) Without prejudice to criminal provisions in the capital market field, the Financial Services Authority has the authority to impose 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 on business activities;
d. suspension of business activities; e. revocation of business license; f. cancellation of approval; and/or g. cancellation of registration.
(2) Administrative sanctions as referred to in paragraph (1) letters b, c, d, e, f, or g may be imposed with or without prior imposition of administrative sanctions in the form of a written warning as referred to in paragraph (1) letter a. (3) Administrative sanctions in the form of a fine as referred to in paragraph (1) letter b may be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (1) letters c, d, e, f, or g.
Article 38
In addition to administrative sanctions as referred to in Article 37 paragraph (1), the Financial Services Authority may take certain actions against any party that violates the provisions of this Financial Services Authority Regulation.
Article 39
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 37 paragraph (1) and certain actions as referred to in Article 38 to the public.
CHAPTER VI
TRANSITIONAL PROVISIONS
Article 40
For Small-Scale Asset Issuers and Medium-Scale Asset Issuers that have submitted a Registration Statement in the context of a Public Offering and capital increase by issuing Preemptive Rights to the Financial Services Authority but the said Registration Statement has not become effective before this Financial Services Authority Regulation comes into force, the Prospectus submitted by the Small-Scale Asset Issuer and Medium-Scale Asset Issuer in the context of the Public Offering and capital increase by issuing Preemptive Rights shall continue to follow Regulation Number IX.C.8, attachment of the Decision of the Chairman of the Capital Market Supervisory Board Number Kep-56/PM/1996 dated January 17, 1996 concerning Guidelines on the Form and Content of Prospectus in the Context of Public Offerings by Medium or Small Enterprises.
CHAPTER VII
CLOSING PROVISIONS
Article 41
At the time this Financial Services Authority Regulation comes into force, the Decision of the Chairman of the Capital Market Supervisory Board Number Kep-56/PM/1996 dated January 17, 1996 concerning Guidelines on the Form and Content of Prospectus in the Context of Public Offerings by Medium or Small Enterprises, along with Regulation Number IX.C.8 which is its attachment, are repealed and declared invalid.
Article 42
This Financial Services Authority Regulation comes into force on the date of its promulgation.

This copy is in accordance with the original
Director of Law 1
Law Department signed
Yuliana
To ensure everyone knows, orders the promulgation of this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.
Determined in Jakarta on July 19, 2017
CHAIRMAN OF THE BOARD OF COMMISSIONERS
FINANCIAL SERVICES AUTHORITY, signed
MULIAMAN D. HADAD
Promulgated in Jakarta on July 27, 2017
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signed
YASONNA H. LAOLY
STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2017 NUMBER 172

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 54 /POJK.04/2017
CONCERNING
THE FORM AND CONTENT OF PROSPECTUS IN THE CONTEXT OF PUBLIC OFFERINGS AND CAPITAL INCREASES BY ISSUING PREEMPTIVE RIGHTS BY ENTERPRISES WITH SMALL-SCALE ASSETS OR ENTERPRISES WITH MEDIUM-SCALE ASSETS
I. GENERAL
As regulated in Article 70 paragraph (1) of Law Number 8 of 1995 concerning the Capital Market, which essentially regulates that any party intending to conduct a Public Offering must submit a Registration Statement to the Financial Services Authority and said Registration Statement must become effective. Based on Law Number 8 of 1995 concerning the Capital Market, the Financial Services Authority has the authority to regulate documents that must be submitted at the time of submitting the Registration Statement. Regulations regarding the form and content of the Prospectus that must be submitted for the submission of the Registration Statement in the context of Public Offerings of Equity Securities, Debt Securities, and Sukuk of Small-Scale Asset Issuers or Medium-Scale Asset Issuers are currently regulated by Regulation Number IX.C.8, attachment of the Decision of the Chairman of the Capital Market Supervisory Board Number Kep-56/PM/1996 dated January 17, 1996 concerning Guidelines on the Form and Content of Prospectus in the Context of Public Offerings by Medium or Small Enterprises. However, in its development, there is a need for adjustments regarding the form and content of the Prospectus in the context of Public Offerings so as to facilitate access for Small-Scale Asset Issuers or Medium-Scale Asset Issuers to utilize the capital market as a funding source. Adjustments to Regulation Number IX.C.8 are made for the purpose of improving the quality of information disclosure in the Prospectus of Small-Scale Asset Issuers or Medium-Scale Asset Issuers so that it is expected that the public investing in Small-Scale Asset Issuers or Medium-Scale Asset Issuers will have sufficient knowledge to make decisions. The adjustments to information made regarding the provisions of legislation regarding guidelines on the form and content of the Prospectus in the context of Public Offerings by Small-Scale Asset Issuers or Medium-Scale Asset Issuers include, among others:
a. for Public Offerings of Equity Securities and Public Offerings of Debt Securities, additional information is added:

1. significant events after the date of the Public Accountant's report;
2. underwriting of securities issuance;
3. legal opinion; and
4. Valuer's report and expert's report (if any);
   b. specifically for Public Offerings of Equity Securities, additional information is added regarding over-allotment options in the context of the Public Offering;
   c. additional information related to capital increases by issuing Preemptive Rights:
5. information regarding Standby Buyers and/or prospective Controllers of Small-Scale Asset Issuers or Medium-Scale Asset Issuers (if any);
6. summary of important financial data;
7. schedule related to capital increases by issuing Preemptive Rights;
8. description of the Preemptive Rights offered;
9. payment for shares in forms other than money;
10. a statement indicating whether major shareholders will exercise or not exercise the Preemptive Rights held and information on the name of the party who will receive the transfer of Preemptive Rights;
11. full name of the Party acting as Standby Buyer and/or prospective Controller;
12. description of Debt Securities that can or must be converted into shares;
13. parties making capital payments in forms other than money that may cause such parties to become new Controllers of Small-Scale Asset Issuers or Medium-Scale Asset Issuers and increase the equity of Small-Scale Asset Issuers or Medium-Scale Asset Issuers by 100% (one hundred percent) or more, the Prospectus must at least contain or disclose:
    a) in the event that the capital payment is in the form of shares of another company, the information that must be contained or disclosed at least:

1. the financial report of the other company;
2. proforma financial information audited by the Public Accountant;
3. information on risk factors;
4. information about the other company;
5. business activities and prospects, and
6. legal opinion of the other company;
   and/or b) in the event that the capital payment is in the form of assets, the information to be disclosed consists of information regarding the assets and the business risks and prospects of using the assets.
   II. ARTICLE BY ARTICLE
   Article 1
   Clear enough.
   Article 2
   Clear enough.
   Article 3
   Clear enough.
   Article 4
   Clear enough.

Article 5
Clear enough.
Article 6
Clear enough.
Article 7
Clear enough.
Article 8
Clear enough.
Article 9
Clear enough.
Article 10
Clear enough.
Article 11
Clear enough.
Article 12
Clear enough.
Article 13
Clear enough.
Article 14
Clear enough.
Article 15
Letter a
Clear enough.
Letter b
Clear enough.
Letter c
Clear enough.

Letter d
Clear enough.
Letter e
Clear enough.
Letter f
Clear enough.
Letter g
Clear enough.
Letter h
Clear enough.
Letter i
Example of the summary of the main points of the Trust Agreement includes, among others:

1. summary of the rights of holders of Debt Securities;
2. summary of the nature of Debt Securities that allow for early payment at the option of the Small-Scale Asset Issuer or Medium-Scale Asset Issuer or holders of Debt Securities;
3. seniority rights compared to other debts of the Small-Scale Asset Issuer or Medium-Scale Asset Issuer that exist and may arise; and
4. summary of requirements regarding debt redemption funds (sinking fund), (if any);
   Letter j
   Clear enough.
   Letter k
   Clear enough.
   Article 16
   Clear enough.
   Article 17
   Letter a
   Number 1
   Examples of use of funds include, among others, for the development of existing facilities, diversification, and working capital.

Number 2
The term "affiliation" refers to affiliation as referred to in Law Number 8 of 1995 concerning the Capital Market.
Letter b
Clear enough.
Article 18
Clear enough.
Article 19
Letter a
In practice, underwriting service fees are called underwriting fee.
Letter b
In practice, organization service fees are called management fee.
Letter c
In practice, sales service fees are called selling fee.
Letter d
Clear enough.
Letter e
Clear enough.
Letter f
In practice, financial advisory service fees are called financial advisory fee.
Letter g
Clear enough.
Article 20
Clear enough.
Article 21
Risks faced can include, among others:

1. main risks that have a significant influence on business continuity;

2. business risks;

3. general risks; and

4. risks for investors.
   Article 22
   Clear enough.
   Article 23
   Letter a
   Number 1
   Clear enough.
   Number 2
   Clear enough.
   Number 3
   Clear enough.
   Number 4
   Clear enough.
   Number 5
   Clear enough.
   Number 6
   Clear enough.
   Number 7
   Clear enough.
   Letter b
   Number 1
   Clear enough.
   Number 2
   The term "important agreement" includes, among others:

5. raw material purchases;

6. marketing;

7. distribution; or

8. financing.
   Number 3
   Clear enough.
   Number 4
   Clear enough.

Number 5
Clear enough.
Number 6
Clear enough.
Number 7
The term "general information about production facilities owned, leased from others, or controlled" includes, among others:

1. land rights, buildings, and infrastructure; and
2. machinery and equipment and their status.
   Number 8
   Clear enough.
   Number 9
   Clear enough.
   Number 10
   Clear enough.
   Article 24
   Letter a
   Clear enough.
   Letter b
   The term "significant events related to business development" includes, among others:
3. change of ownership;
4. material investment in fixed assets, development of new products or services; and
5. important marketing activities.
   Letter c
   Example 1:
   In 2012 and 2013, PT A increased paid-up capital. In 2014 and 2015, there were no changes in capital structure, but in April 2016 and September 2016, paid-up capital was increased again. In 2017, PT A submitted a Registration Statement to OJK. Therefore, the changes in shareholder composition and share ownership in the last 2 (two) years that must be disclosed before the Registration Statement are the capital structure changes in April 2016, September 2016, and the capital structure of 2015 referring to the capital structure changes of 2013. Example 2:
   In 2012 and 2013, PT A increased paid-up capital. In 2014, 2015, and 2016, there were no changes in capital structure. In 2017, PT A submitted a Registration Statement to OJK.
   Therefore, the changes in shareholder composition and share ownership in the last 2 (two) years that must be disclosed before the Registration Statement are the capital structure changes of 2013.
   Article 25
   Clear enough.
   Article 26
   Clear enough.
   Article 27
   Clear enough.
   Article 28
   Clear enough.
   Article 29
   Clear enough.
   Article 30
   Clear enough.
   Article 31
   Clear enough.
   Article 32
   Clear enough.

Article 33
Clear enough.
Article 34
Clear enough.
Article 35
Clear enough.
Article 36
Clear enough.
Article 37
Clear enough.
Article 38
Clear enough.
Article 39
Clear enough.
Article 40
Clear enough.
Article 41
Clear enough.
Article 42
Clear enough.
SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6106