POJK on the Form and Content of Prospectuses for Capital Increases by Open Companies Granting Preemptive Rights

FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 33 /POJK.04/2015
ON
THE FORM AND CONTENT OF PROSPECTUSES IN THE CONTEXT OF CAPITAL INCREASES BY OPEN COMPANIES GRANTING PREEMPTIVE RIGHTS BY THE GRACE OF THE ALMIGHTY GOD THE BOARD OF COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY, Considering: that to improve the quality of information disclosure in Prospectuses in the context of capital increases by Open Companies by granting Preemptive Rights, it is necessary to perfect regulations regarding Guidelines on the Form and Content of Prospectuses in the Context of Issuing Preemptive Rights by establishing a Financial Services Authority Regulation on the Form and Content of Prospectuses in the Context of Capital Increases by Open Companies by Granting Preemptive Rights; Recalling: 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:
Establishing: FINANCIAL SERVICES AUTHABILITY REGULATION ON THE FORM AND CONTENT OF PROSPECTUSES IN THE CONTEXT OF CAPITAL INCREASES BY OPEN COMPANIES GRANTING PREEMPTIVE RIGHTS.

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

1. Preemptive Rights, hereinafter abbreviated as HMETD, are rights attached to shares that provide the opportunity for the respective shareholders to purchase shares and/or Equity-like Instruments, whether convertible into shares or providing the right to purchase shares, before being offered to other Parties.
2. Open Company means an Issuer that has conducted a Public Offering of Equity-like Instruments or is a Public Company.
3. Open Company Business Group means an Open Company and all companies whose financial statements are consolidated with the financial statements of the Open Company.
4. Standby Buyer means a Party that will purchase either part or all of the remaining shares and/or Equity-like Instruments not taken by HMETD holders.
5. Warrants are Instruments issued by an Open Company that give the right to the holder of the Instrument to order shares from such Open Company at a certain price after 6 (six) months or more since such Instrument was issued.
6. Subsidiary Company means a company whose financial statements are consolidated with the financial statements of the Open Company.

Article 2
(1) Prospectuses in the context of capital increases by granting HMETD must contain detailed Information or Material Facts regarding HMETD and information and/or statements that can influence investor decisions, which are known or reasonably known by the Open Company. (2) Prospectuses are prohibited from containing untrue statements about Material Facts or omitting correct statements about Material Facts required so that the Prospectus does not provide a misleading picture. (3) Prospectuses must be drafted in such a way that they are clear and communicative. (4) The presentation and delivery of important information in the Prospectus must not be obscured by less important information, resulting in such important information being overlooked by readers. (5) The most important facts and considerations must be summarized and disclosed in the early part of the Prospectus. (6) 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. (7) 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 the Prospectus as referred to in Article 2, Open Companies may make adjustments to the disclosure of Information or Material Facts, not limited only to Information or Material Facts regulated in this Financial Services Authority Regulation.

Article 4
Members of the Board of Directors and members of the Board of Commissioners of the Open Company at the time the Registration Statement becomes effective, Capital Market Supporting Institutions and Professions, or other Parties who provide opinions or statements and whose inclusion in the Prospectus is with their consent, whether individually or jointly, are responsible for ensuring that the Prospectus complies with the provisions of Article 2 paragraph (2).

Article 5
(1) Open Companies must disclose all parts contained in the Prospectus and compile the Prospectus in the order as regulated in this Financial Services Authority Regulation. (2) The disclosure of all parts contained in the Prospectus as referred to in paragraph (1) may be excluded if such disclosure is irrelevant or cannot be applied by the Open Company.

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 discussion and analysis;
i. Risk factors;
j. Important events after the date of the Accountant's report; k. Information regarding the Open Company, business activities, as well as trends and business prospects;
l. Equity;
m. Dividend policy; n. Taxation; o. Information regarding Standby Buyers and/or prospective Controllers of the Open Company (if any); p. Information regarding Collateral, in the event of issuing HMETD for Debt-like Instruments that can or must be converted into shares; q. Information regarding guarantors, in the event of issuing HMETD for Debt-like Instruments that can or must be converted into shares; r. Capital Market Supporting Institutions and Professions, as well as other professions; s. Procedures for ordering shares and/or other Equity-like Instruments; and t. Distribution of the Prospectus and forms for ordering the purchase of shares and/or other Equity-like Instruments.

CHAPTER III
CONTENT OF PROSPECTUS
First Section
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. date of the General Meeting of Shareholders; b. effective date of the Registration Statement from the Financial Services Authority;
c. date of the shareholder list entitled to receive HMETD;
d. date of distribution of HMETD certificates; e. date of the final implementation of HMETD and the final date for payment of shares and/or other Equity-like Instruments in the implementation of HMETD; f. trading period of HMETD; g. date for payment of additional share orders and/or other Equity-like Instruments; h. date for allocation of additional share orders and/or other Equity-like Instruments;
i. date for refund of additional share purchase orders and/or other Equity-like Instruments;
j. date of full payment by Standby Buyers (if any); k. full name of the Open Company, address, logo (if any), telephone/fax number, email, Website, and post office box (if any), including factories and representative offices (if any), as well as the main business activities of the Open Company;
l. description of the Instruments issued in the implementation of HMETD containing at least:

1. HMETD ratio to shares;
2. number and nominal value of new shares in the Public Offering for capital increase by granting HMETD;
3. price of new shares in the implementation of HMETD;
4. total value of the Public Offering; and
5. rating results of Debt-like Instruments that can be converted into shares and the name of the Rating Agency if the capital increase by granting HMETD is conducted through the purchase of Debt-like Instruments that can be converted into shares;
   m. form and amount of deposit objects in the event of depositing shares in forms other than money; n. information that HMETD not implemented by the final implementation date of HMETD is no longer valid; o. description of the treatment of shares and/or other Equity-like Instruments issued in the capital increase by granting HMETD that are not taken by those entitled; p. description of the treatment of HMETD in fractional form; q. name of the Stock Exchange where HMETD and the underlying shares or Equity-like Instruments (if any) are listed and traded; r. the following statement in capital letters that immediately attracts the reader's attention:
   “THE FINANCIAL SERVICES AUTHORITY DOES NOT GIVE A STATEMENT APPROVING OR DISAPPROVING THIS INSTRUMENT, 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”; s. statement in capital letters that the Open Company is fully responsible for the truth of all information and honesty of opinions disclosed in the Prospectus as follows:
   “THE ISSUER IS FULLY RESPONSIBLE FOR THE TRUTH OF ALL INFORMATION, FACTS, DATA, OR REPORTS AND THE HONESTY OF OPINIONS CONTAINED IN THIS PROSPECTUS”; t. brief statement in capital letters that immediately attracts the reader's attention regarding the main risks faced by the Open Company; u. brief statement in capital letters that immediately attracts the reader's attention regarding the dilution impact of issuing new shares;
   v. statement stating whether major shareholders will implement or not implement the HMETD they own and information on the name of the party receiving the transfer of HMETD (if any);
   w. full name of the Party acting as Standby Buyer/prospective Controller (if any); and
   x. place and date the Prospectus was issued.

Article 8
Information on the inner front cover of the Prospectus must contain at least:
a. statement that the Registration Statement has been submitted to the Financial Services Authority referring to the provisions of laws and regulations in the Capital Markets sector; b. statement that all Capital Market Supporting Institutions and Professions mentioned in the Prospectus are fully responsible for the data presented according to their functions and positions in accordance with the provisions of laws and regulations in the Capital Markets sector, and the code of ethics, norms, and professional standards of each;
c. statement that in connection with 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 Open Company; and
d. in the event the Prospectus includes the name of a party assisting the Open Company in preparing the Prospectus, such party must make a statement that they have provided written consent regarding the inclusion of their name in the Prospectus and have not withdrawn such consent.

Second Section
Table of Contents
Article 9
The Table of Contents as referred to in Article 6 letter b must include descriptions of sections and page numbers.

Third Section
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. information regarding HMETD and other accompanying Instruments (if any); b. plan for the use of funds from the Public Offering;
c. important financial data;
d. business risks; and e. dividend policy.

Fourth Section
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. description of the General Meeting of Shareholders that approved the capital increase by granting HMETD; b. information regarding HMETD containing at least:

1. description of the Instruments issued from the implementation of HMETD containing at least:
   a) date of the shareholder list entitled to receive HMETD; b) number, type, and nominal value of new shares in the Public Offering for capital increase by granting HMETD; c) HMETD ratio to shares; d) price of new shares in the implementation of HMETD; and e) total value of the Public Offering.
2. description of the procedure for transferring HMETD;
3. description of the treatment of shares and/or other Equity-like Instruments issued in the capital increase by granting HMETD that are not taken by those entitled;
4. description of HMETD in fractional form;
5. procedures for issuing and delivering HMETD proof and shares and/or other Equity-like Instruments;
6. criteria for recipients and holders of entitled HMETD;
7. trading of HMETD;
8. form of HMETD certificates (if any);
9. splitting of HMETD proof certificates (if any); and
10. theoretical value of HMETD.
    c. description of deposits for shares in forms other than money (if any) containing at least:
11. information regarding deposit objects;
12. summary of appraisal results containing at least:
    a) identity of the Party; b) Appraisal Object; c) purpose of appraisal; d) assumptions and limiting conditions; e) Appraisal Approach and Appraisal Method; f) value conclusion; and g) opinion on the fairness of the deposit transaction. d. in the event there are Warrants accompanying the capital increase by granting HMETD, the Open Company must contain at least:
13. ratio of Warrants to shares to be issued;
14. start date and end date of Warrant implementation;
15. price of new shares in Warrant implementation;
16. final value, if Warrants are not implemented;
17. information about Warrants that are permanent or conditional (if any);
18. changes in Warrant ratios as a result of splitting nominal share values or merging nominal share values; and
19. factors estimated to affect Warrant liquidity, including estimated number of Warrant holders, liquidity of underlying shares, and listing plans on the Stock Exchange (if any);
    e. shareholder rights, namely rights to dividends, HMETD, and other rights including limitations and/or qualifications regarding such rights (if any) and their impact on shareholder rights; f. in the event shares and/or Equity-like Instruments to be issued in the implementation of HMETD, Warrants, or conversion of Debt Instruments that can or must be converted into shares do not have the same characteristics as existing shares, a description of such shares and/or Equity-like Instruments with an explanation of the differences in characteristics and reasons for such differences must be disclosed; g. in the event shares and/or Equity-like Instruments to be issued have the same characteristics as shares listed on the Stock Exchange, containing at least:
20. historical performance of shares on the Stock Exchange including highest price, lowest price, and total trading volume, every month in the last 12 (twelve) months before the Registration Statement was submitted to the Financial Services Authority; and
21. information regarding the suspension of trading of the Open Company's shares occurring in the last 3 (three) years, or since listing if listed for less than 3 (three) years on the Stock Exchange (if any).
    h. statement stating whether major shareholders will implement or not implement the HMETD they own and information on the name of the party receiving the transfer of HMETD (if any);
    i. disclosure in the form of a share capital structure table at the time the Prospectus was issued must contain at least:
22. authorized capital, placed capital, and fully paid capital including number of shares, nominal value, and total nominal value or number and value of shares in the event of shares without nominal value;
23. details of share ownership by shareholders owning 5% (five percent) or more, members of the Board of Directors, and members of the Board of Commissioners including number of shares, total nominal value, and percentage or number, value of shares, and percentage in the event of shares without nominal value; and
24. treasury shares (portepel), including number of shares and nominal value or number and value of shares in the event of shares without nominal value;
    j. information regarding the Open Company's plan to issue shares and/or other Equity-like Instruments within 12 (twelve) months after the effective date (if any); k. information regarding the number and percentage of shares to be listed on the Stock Exchange as well as restrictions on share listing (if any);
    l. information regarding the number, acquisition value, and nominal value of shares of the Open Company owned by the Open Company itself (if any); and
    m. disclosure of approvals received from competent parties regarding the plan to issue HMETD (if any).

Article 12
In the context of issuing HMETD for Debt-like Instruments that can or must be converted into shares, Open Companies must contain at least:
a. rights of holders of Debt-like Instruments that can or must be converted into shares; b. characteristics of Debt-like Instruments that can be converted into shares;
c. characteristics of Debt-like Instruments that can or must be converted into shares allowing for early repayment at the option of the Open Company or holders of Debt-like Instruments that can or must be converted into shares;
d. price and interest rate of Debt-like Instruments that can or must be converted into shares; e. repayment or installment schedule including the amount; f. interest payment schedule; g. conversion schedule of Debt Instruments into shares; h. rating results of Debt-like Instruments that can be converted into shares and the name of the Rating Agency;
i. provisions regarding redemption funds (if any);
j. currency used for debt denomination and other alternative currencies (if any) used in the issuance of Debt-like Instruments that can or must be converted into shares (if any); k. summary of any claims on assets of the Open Company pledged as collateral for Debt-like Instruments that can or must be converted into shares offered;
l. statement regarding whether Debt-like Instruments that can or must be converted into shares are listed on the Stock Exchange; and
m. number and percentage of Debt-like Instruments that can or must be converted into shares, in the event Debt-like Instruments that can or must be converted into shares as referred to in letter l are listed on the Stock Exchange.

Fifth Section
Use of Funds Obtained from the Results of the Public Offering in the Context of Capital Increases by Open Companies by Granting HMETD
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 regarding the use of funds obtained from the results of the Public Offering after deducting costs, made in detail such as development of existing facilities, diversification, addition of working capital, etc., with the following provisions:

1. in the event funds are used for debt repayment, whether in full or in part, information to be disclosed includes information regarding creditors, nature of Affiliation with creditors (if any), loan value or current debt amount if paid in part, interest rate, maturity, use of loans from debts to be repaid, debt history, procedures and terms for repayment or payment, debt balance if paid in part, and early repayment (if any);
2. in the event funds are used for the purpose of purchasing shares or acquisition or investment in other companies, information to be disclosed includes a brief description of the reasons and considerations for purchasing shares or acquisition or investment in other companies, name of the selling party, business activities of the other company whose shares will be purchased, and status of the share purchase, acquisition, or investment in the other company, as well as the nature of Affiliation (if any);
3. in the event funds are used for the purpose of obtaining assets directly or indirectly outside the Main Business Activities of the Open Company, information to be disclosed includes reasons and considerations for purchasing assets, amount of funds used, type of assets, name of the selling party, and the nature of its Affiliation with the Open Company (if any); and/or
4. in the event funds are used for the purpose of providing loans to Subsidiary Companies, information to be disclosed includes the name of the Subsidiary Company and the purpose of fund usage by the Subsidiary Company.
   b. information regarding other sources of funds that will be used to finance a certain activity if funds from the Public Offering are insufficient.
   c. in the event the Public Offering for capital increase by granting HMETD does not have a Standby Buyer or the Standby Buyer only commits to taking part of the remaining shares and/or Equity-like Instruments not taken by shareholders or HMETD holders, containing at least:
5. priority order of fund usage if funds obtained are insufficient to finance the entire plan for fund usage; and
6. risks and management plans in the event funds obtained from the Public Offering do not match the plan.
   d. information regarding the estimated detailed costs incurred by the Open Company in the context of the Public Offering, whether in a certain percentage or absolute value in currency denomination compared to the total value of the Public Offering, containing at least:
7. fees for Capital Market Supporting Professions;
8. fees for Capital Market Supporting Institutions;
9. financial consulting service fees; and
10. other miscellaneous costs.
    e. description of the remaining use of funds from previous Public Offerings in detail and reasons for the non-realization of the remaining use of such funds (if any).

Article 14
(1) In the event there are Parties making capital deposits in forms other than money that may result in such Parties becoming new Controllers of the Open Company and increasing the equity of the Open Company by 100% (one hundred percent) or more, the Prospectus must contain at least:
a. in the event capital deposits are in the form of shares of other companies, information to be contained or disclosed at least:

1. financial statements of such other companies;
2. audited pro forma financial information;
3. information regarding risk factors;
4. information regarding such other companies;
5. business activities and prospects; and
6. legal opinions regarding such other companies; and/or

b. in the event that capital contributions are in the form of assets, the information to be disclosed consists of details regarding such assets as well as the risks and business prospects of using such assets.

(2) Disclosure as referred to in paragraph (1) is conducted in a separate section in the Prospectus.

Part Six
Debt Statements

Article 15
In the debt statement section as referred to in Article 6 letter f, it must at least contain or disclose:
a. a statement regarding the position of all liabilities as of 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 Accounting 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 yet been paid off (if any), accompanied by the cause or reason; f. loans received by the Open Company and/or the Subsidiary Company, and/or loans received for the benefit of the Open Company and/or the Subsidiary Company that are material, which include the loan amount for the most recent determinable date, interest rate, nature of the loan, type of collateral provided, compliance with provisions related to liabilities from loans and transactions that caused the occurrence of liabilities; and g. management statement.

Article 16
Disclosure of the management statement as referred to in Article 15 letter g is as follows:
a. all liabilities of the Open Company as of the date of the latest financial report have been disclosed in the Prospectus; b. the existence or non-existence of material facts that cause significant changes in:

1. liabilities and/or obligations after the date of the latest financial report up to the date of the Accountant's report; and
2. liabilities and/or obligations after the date of the Accountant's report up to the effective date of the Registration Statement,
   in a detailed description of the material facts and significant changes that occurred in the aforementioned liabilities;
   c. management's commitment to settle all liabilities of the Open Company as referred to in letter a;
   d. the existence or non-existence of violations of requirements in credit agreements conducted by the Open Company or the Subsidiary Company in the Open Company Business Group that have a material impact on the continuity of the Open Company's business, along with an explanation of the requirements in the credit agreement that were violated, and actions that have been or will be taken by the Open Company or the Subsidiary Company in the Open Company Business Group, including the latest developments of negotiations regarding credit restructuring (if any); e. the existence or non-existence of default on principal and/or loan interest payments after the date of the latest financial report up to the effective date of the Registration Statement, including the latest developments of negotiations regarding debt restructuring (if any); and

f. no restrictions that disadvantage the rights of public shareholders.

Part Seven
Summary of Important Financial Data

Article 17
(1) In the summary of important financial data section as referred to in Article 6 letter g, it must at least contain or disclose:
a. information stating that the Open Company's financial report is the data source; b. information regarding the audit of the financial report that has been conducted, including information about the Accountant, the Public Accounting Firm, and the opinion given by the Accountant;
c. financial data for the last 2 (two) years plus interim (if any), which include the financial position report, income statement and other comprehensive income report, and cash flow report;
d. in the event there is interim period financial data, disclosure is presented with a comparison to the same interim period from the previous fiscal year (not necessarily audited), except for the financial position report; e. the form and content of the reports as in letter c must be the same as those presented in the financial report; and f. financial ratios at least:

1. profit (loss) ratio to total assets;

2. profit (loss) ratio to equity;

3. profit (loss) ratio to revenue;

4. current ratio;

5. liability to equity ratio;

6. liability to total assets ratio; and

7. other relevant financial information and ratios with the company and its industry type.
   (2) The summary of important financial data presented as referred to in paragraph (1) must be consistent with the Open Company's financial report, including the line item names used.

Part Eight
Management's Discussion and Analysis

Article 18
In the management's discussion and analysis section as referred to in Article 6 letter h, the Open Company must provide a brief description discussing and analyzing the financial report and other information or facts listed in the Prospectus.

Article 19
The discussion and analysis as well as information as referred to in Article 18 must at least contain or disclose:
a. an analysis of comprehensive financial performance covering a comparison of financial performance in the last 2 (two) fiscal years, an explanation of the causes of changes and the impact of such changes, at least covering:

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

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

3. equity; and

4. revenue, expenses, profit (loss), other comprehensive income, and total comprehensive profit (loss).
   b. a discussion regarding operations per operating segment (if any) linked to the overall financial condition of the Open Company, which at least covers:

5. production;

6. sales or business revenue;

7. contribution to sales or revenue and business profit of the Open Company;

8. profitability; and

9. increase or decrease in production capacity;
   c. a discussion regarding the liquidity of the Open Company which at least contains or discloses:

10. internal and external sources of liquidity;

11. material liquidity sources that have not yet been used;

12. known trends, demands, obligations or commitments, events, and/or uncertainties that may cause material increases or decreases in the liquidity of the Open Company; and

13. a statement by the Open Company regarding the adequacy of working capital or, if working capital is insufficient, the steps the Open Company will take to obtain the necessary additional working capital;
    d. a discussion regarding the sources and amounts of cash flows from operating, investing, and financing activities and cash flow patterns linked to the characteristics and business cycle of the Open Company; e. a discussion regarding restrictions on the ability of the Subsidiary Company to transfer funds to the Open Company and the impact of such restrictions on the Open Company's ability to meet cash payment obligations; f. a discussion regarding material capital goods investment commitments that have been made, with an explanation regarding:

14. parties involved in the agreement;

15. total value, currency, and portion that has been realized;

16. sanctions;

17. purpose of the capital goods investment;

18. geographical distribution of the investment;

19. sources of funds used;

20. currency that is the denomination in the event the source of funds comes from loans;

21. actions that the Open Company will take to protect against risks from fluctuations in foreign exchange rates related (if any);

22. forecast of the period for the start and completion of the construction process for capital goods investment; and

23. expected increase in production or service capacity from capital goods investment;
    g. a discussion regarding the risk of foreign exchange rate or reference loan interest rate fluctuations and their impact on the business results or financial condition of the Open Company in the future, accompanied by details regarding all loans and obligations or commitments without protection stated in foreign currency, or loans whose interest rates are not determined in advance; h. a discussion regarding abnormal and infrequent events or transactions or significant changes in the economy that can affect the amount of revenue and profitability reported in the financial reports audited by the Accountant listed in the Prospectus, with emphasis on the latest financial report;
    i. a discussion regarding important components of revenue or other expenses that the Open Company deems necessary in order to understand the business results of the Open Company;
    j. a discussion in the event the financial report discloses a material increase in sales or net revenue, which includes a discussion regarding the extent to which the increase can be linked to increases in price, volume, or quantity of goods or services sold, or the existence of new products or services, accompanied by an explanation of the causes of the price or volume increase; k. a discussion regarding the impact of price changes on the sales and net revenue of the Open Company as well as the operating profit of the Open Company for the last 2 (two) years or during the time the Open Company has been in business if established for less than 2 (two) years, as well as the impact of inflation and foreign exchange rate changes, if material;
    l. a discussion regarding changes in accounting policies within the last 2 (two) years or since establishment for companies established for less than 2 (two) fiscal years, including:

24. summary of material changes in accounting policies;

25. reasons for changes in accounting policies; and

26. quantitative impact of such changes on the financial performance of the Open Company;
    m. a discussion regarding government policies and other institutions in the fields of fiscal, monetary, public economy, and politics that have a direct or indirect impact on the business activities and investments of the Open Company and the Subsidiary Company as reflected in the financial report; n. a discussion regarding the amount of loans still owed as of the date of the latest financial report, seasonal loan needs, analysis of loan maturities, loan facilities from banks, restrictions on loan usage and collateral (if any), with provisions in the event loans come from abroad, the discussion on this matter must be disclosed separately with the foreign currency amount; and o. a discussion regarding capital goods investments issued in the context of fulfilling regulatory requirements and environmental issues (if any).

Article 20
In the event financial projections are disclosed in the management's discussion and analysis section, such disclosure must be accompanied by a discussion regarding the forecast and/or projection of sales or business revenue, net profit, and overall financial condition with the following provisions:
a. financial projections must be prepared carefully, objectively, and based on reasonable and believable assumptions; b. financial projections must be accompanied by an explanation regarding the extent to which the projection of sales or business revenue is based on definite contracts or orders, the reason why the projection can be achieved, and the impact of changes in business and operational conditions on the projection;
c. the reasonableness of the preparation of financial projections must be checked by the Accountant, and the results of the Accountant's check must be disclosed in the management discussion; and
d. the Open Company is responsible for the feasibility of the forecast and/or financial projection.

Part Nine
Risk Factors

Article 21
In the Risk Factors section as referred to in Article 6 letter i, it must at least contain or disclose:
a. main risks that have a significant influence on the continuity of the Open Company's business; b. material business risks, both directly and indirectly, that can affect the business results and financial condition of the Open Company, arising from at least including:
regulations...

1. competition;
2. investment or corporate actions;
3. failure of the Open Company to comply with applicable laws and regulations in its industry;
4. technological changes;
5. scarcity of resources; and
6. supply of raw materials.
   c. general risks arising from at least including:
7. macro and global economic conditions;
8. changes in foreign exchange rates;
9. compliance with applicable laws and regulations related to the business field of the Open Company;
10. legal claims or lawsuits;
11. government policies; and
12. provisions of other countries or international regulations; and
    d. a statement that risk factors are compiled based on the risk weight faced by the Open Company.

Article 22
(1) Business risk factors and general risk factors as referred to in Article 21 must be compiled based on risk weight.
(2) Disclosure of risk factors as referred to in paragraph (1) must be done in detail, accompanied by a description of the impact of each risk on the performance of the Open Company.

Part Ten
Important Events After the Date of the Accountant's Report

Article 23
In the important events after the date of the Accountant's report section as referred to in Article 6 letter j, it must at least contain or disclose:

a. information about all important events that occurred after the date of the Accountant's report up to the effective date of the Registration Statement; and b. a management statement regarding the non-existence of important events after the date of the Accountant's report up to the effective date of the Registration Statement, in the event there are no important events.

Part Eleven
Information Regarding the Open Company, Business Activities, and Business Trends and Prospects

Article 24
In the section regarding information about the Open Company, business activities, as well as business trends and prospects as referred to in Article 6 letter k, it must at least contain or disclose:
a. information about the Open Company, at least:

1. capitalization and shareholders, at least:
   a) ownership of shares and the latest capital structure; b) the position of the Open Company and the Subsidiary Company in the Open Company Business Group made in the form of a diagram accompanied by ownership percentage; and c) information about the Controller, both directly and indirectly, down to individual owners, and/or major shareholders presented in the form of a scheme or diagram.
2. management and supervision which includes the names and list of resumes of members of the Board of Directors and members of the Board of Commissioners of the Open Company as well as the Company Secretary, Audit Committee and/or other committees (if any);
3. brief information about material Subsidiary Companies and their activities, at least:

a) name; b) business activities; c) year the Open Company started investment in the Subsidiary Company; d) operational status; and e) permits related to business activities.
4. cases faced by the Open Company, the Subsidiary Company, members of the Board of Directors, and members of the Board of Commissioners of the Open Company that have a material impact on the continuity of business, business activities and/or operations of the Open Company (if any); and
5. important agreements;
b. business activities of the Open Company as well as business trends and prospects which at least contain or disclose:

1. a brief description of the main business activities of the Open Company or the Open Company Business Group (if the Open Company is the parent entity);
2. 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 Open Company;
3. any known trends, uncertainties, demands, commitments, or events that 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;
4. in the event there are no trends, uncertainties, demands, commitments, or events as referred to in number 3, the Open Company must provide a statement regarding this matter;
5. the validity period of patents, trademarks, licenses, franchises, and concessions owned and/or controlled by the Open Company and/or the Subsidiary Company and the importance of such for the Open Company;
6. the degree of dependence on certain suppliers;
7. the degree of dependence on one and/or a group of customers;
8. the degree of dependence on contracts with the government;
9. the seasonal nature of business activities (if any);
10. the competitive situation in the industry and the position of the Open Company in that competition (if there are reliable data sources); and
11. a description of the business prospects of the Open Company linked to the industry, the economy in general, and the domestic or international market, which can be accompanied by quantitative supporting data if there are reliable data sources.

Part Twelve
Equity

Article 25
(1) In the section regarding information about Equity as referred to in Article 6 letter l, it must at least contain or disclose:
a. an equity table containing details of equity as of the date of the financial report for all periods presented in the financial report; b. changes in capital structure that occurred after the date of the latest financial report up to the effective date of the Registration Statement;

c. plans for the Public Offering of shares or other Equity-like Securities for capital increase by providing Preemptive Rights (HMETD) which include the type and number of shares or other Equity-like Securities offered, nominal value per share, and offering price per share or other Equity-like Securities;
d. a pro forma equity table as of the date of the latest financial report with the assumption that the changes as referred to in letter b and the Public Offering of shares or other Equity-like Securities for capital increase by providing Preemptive Rights (HMETD) as referred to in letter c have occurred as of the date of the latest financial report; and e. a pro forma table as referred to in letter d that describes the equity position as of the date of the financial report with the assumption that all Debt-like Securities that can or must be converted into shares have been exchanged into shares, in the event the Securities in the Public Offering are Debt-like Securities that can or must be converted into shares. (2) Disclosure regarding equity as referred to in paragraph (1) letter a must be based on financial reports audited by the Accountant.

Part Thirteen
Dividend Policy

Article 26
In the dividend policy section as referred to in Article 6 letter m, it must contain or disclose information regarding dividend policy and the history of dividend payments.

Part Fourteen
Taxation

Article 27
In the taxation section as referred to in Article 6 letter n, it must contain or disclose information regarding applicable taxes for both investors and the Open Company and special tax facilities obtained.

Part Fifteen
Information Regarding the Ready Buyer and/or Prospective Controller of the Open Company

Article 28
Disclosure of the Ready Buyer and/or prospective Controller of the Open Company in the Prospectus as referred to in Article 6 letter o is only conducted if there is a Ready Buyer and/or Prospective Controller of the Open Company and with the provision that disclosure in the section regarding information about the Ready Buyer and/or prospective Controller of the Open Company must at least contain or disclose:
a. name of the Ready Buyer and/or prospective Controller of the Open Company; b. domicile address or headquarters of the Ready Buyer and/or prospective Controller of the Open Company;
c. business field (if any);
d. legal entity status (if any); e. composition of management and supervision (if any); f. capital structure or equivalent information; g. beneficial owner of the new prospective Controller (if any); h. source of funds used by the Ready Buyer and/or prospective Controller of the Open Company;
i. nature of Affiliation relationship with the Open Company (if any);

j. information regarding the portion to be taken by the Ready Buyer and/or prospective Controller of the Open Company; k. description of important requirements of the agreement for the purchase of remaining Securities or approval to purchase Securities by the Ready Buyer; and
l. description of approval from the competent party (if any).

Part Sixteen
Information Regarding Trusteeship

Article 29
In the section regarding information about trusteeship as referred to in Article 6 letter p, it must at least contain or disclose:
a. information regarding the Trustee which includes name, headquarters address, and description regarding the party acting as the Trustee (if any); and b. summary of the main points of the trusteeship contract, as well as the seniority level of the debt compared to the existing debt of the Open Company and other debts that the Open Company may obtain in the future, principal and interest at maturity, collateral (if any), paying agent, as well as duties and functions of the Trustee.

Part Seventeen
Information Regarding Guarantors

Article 30
In the section regarding information about guarantors as referred to in Article 6 letter q, it must at least contain or disclose:
a. information regarding the guarantor which includes name, headquarters address, and description regarding the party acting as the guarantor (if any); and

b. summary of the main points of the guarantee agreement (if any).

Part Eighteen
Capital Market Supporting Institutions and Professions and Other Professions

Article 31
(1) In the section regarding Capital Market Supporting Institutions and Professions and other professions as referred to in Article 6 letter r, it must at least contain or disclose:
a. name, address, and description regarding the duties and responsibilities of Notaries, Legal Consultants, Accountants, Appraisers, and other professions that play a role in the Public Offering; and b. professional qualifications, for professions other than those registered in the Capital Market (if any). (2) In the section regarding Capital Market Supporting Institutions and Professions and other professions as referred to in Article 6 letter r, the Open Company must state the non-existence of an Affiliation relationship between the Open Company and the Trustee, if the Open Company conducts a capital increase by providing Preemptive Rights (HMETD) by issuing Debt-like Securities that can or must be converted into shares. (3) The provisions as referred to in paragraph (2) do not apply in the event an Affiliation relationship between the Open Company and the Trustee occurs due to government ownership or capital participation.

Part Nineteen
Procedure for Ordering Shares and/or Equity-like Securities

Article 32
In the section regarding the procedure for ordering shares and/or Equity-like Securities as referred to in Article 6 letter s, it must at least contain or disclose:

a. information that the parties entitled to subscribe for shares and/or other Equity-type Securities issued in the capital increase by granting Preemptive Rights (HMETD) are the holders of HMETD; b. distribution of HMETD;
c. procedures for implementing HMETD;
d. subscription for additional shares and/or other Equity-type Securities; e. allocation of subscription for additional shares and/or other Equity-type Securities; f. payment requirements for both the purchase of shares and/or other Equity-type Securities as the implementation of HMETD and the purchase of additional shares and/or other Equity-type Securities, as well as the payment deadline; g. proof of receipt of subscription for the purchase of shares and/or other Equity-type Securities; h. criteria for cancellation of subscription;
i. refund of subscription money, including:

1. the interest rate to be used as the basis for calculating compensation for delays in refunding subscription money for the purchase of shares and/or other Equity-type Securities, stating the interest percentage or other measure; and
2. the procedure to be used in refunding subscription money for the purchase of shares and/or other Equity-type Securities and compensation, at minimum regarding:
   a) the type of payment instrument; and b) the payment method.

Part Twenty
Dissemination of Prospectus and Subscription Forms for the Purchase of Shares and/or other Equity-type Securities
Article 33
In the part regarding the dissemination of the Prospectus and subscription forms for the purchase of shares and/or other Equity-type Securities as referred to in Article 6 letter t, it must at least contain or disclose:
a. an explanation of the name, address, and telephone number of the Open Company and the Securities Administration Office, if using a Securities Administration Office; b. an explanation of the method and deadline for disseminating the Prospectus;
c. the location where the Prospectus, certificates or coupons for HMETD if the underlying shares are in negotiable form, and subscription forms for the purchase of shares and/or other Equity-type Securities or other documents related to the Public Offering or copies thereof mentioned in the Prospectus can be obtained; and
d. the location and name of the authorized party to provide additional information.

CHAPTER V
SANCTION PROVISIONS
Article 34
(1) Without prejudice to criminal provisions in the Capital Market sector, the Financial Services Authority is authorized to impose administrative sanctions on any party that violates the provisions of this Financial Services Regulation, including parties causing the violation, 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 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 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 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 35
In addition to administrative sanctions as referred to in Article 34 paragraph (1), the Financial Services Authority may take specific actions against any party that violates the provisions of this Financial Services Regulation.

Article 36
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 34 paragraph (1) and specific actions as referred to in Article 35 to the public.

CHAPTER VI
TRANSITIONAL PROVISIONS
Article 37
For Open Companies that will conduct a capital increase by granting Preemptive Rights (HMETD) and have already submitted the meeting agenda regarding the capital increase by granting HMETD to the Financial Services Authority before this Financial Services Regulation takes effect, the capital increase by granting HMETD by the aforementioned Open Company shall continue to follow Regulation Number IX.D.3, Appendix of the Decision of the Head of the Capital Market Supervisory Board Number: KEP-09/PM/2000 dated March 13, 2000 concerning Guidelines on the Form and Content of Prospectuses in the Framework of Issuing Preemptive Rights.

CHAPTER VII
CLOSING PROVISIONS
Article 38
Upon the time this Financial Services Regulation takes effect, the Decision of the Head of the Capital Market Supervisory Board Number: KEP-09/PM/2000 dated March 13, 2000 concerning Guidelines on the Form and Content of Prospectuses in the Framework of Issuing Preemptive Rights, together with Regulation Number IX.D.3 which is its appendix, are revoked and declared invalid.

Article 39
This Financial Services Regulation takes effect on the date of enactment.

To ensure that everyone knows it, ordering the enactment of this Financial Services Regulation by placing it in the State Gazette of the Republic of Indonesia.

Established in Jakarta on December 16, 2015
CHAIRMAN OF THE COMMISSIONERS
FINANCIAL SERVICES AUTHORITY, signature
MULIAMAN D. HADAD

Enacted in Jakarta on December 22, 2015
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signature
YASONNA H. LAOLY
STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2015 NUMBER 308 Copy in accordance with the original Legal Director 1 Legal Department signature Sudarmaji

EXPLANATION
OF
FINANCIAL SERVICES REGULATION
NUMBER 33/POJK.04/2015
CONCERNING
THE FORM AND CONTENT OF PROSPECTUSES IN THE FRAMEWORK OF CAPITAL INCREASE BY OPEN COMPANIES GRANTING PREEMPTIVE RIGHTS

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 context of a Public Offering. Therefore, the information contained in the Prospectus must contain matters that truly reflect the condition of the Open Company and the securities offering being conducted, so that if the information presented is incorrect regarding material facts, or does not disclose correct information regarding material facts, it may result in investors making inappropriate investment decisions.

In practice, disclosures in Prospectuses have undergone significant development, both to accommodate the development of 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.

Considering the above, it is necessary to完善 Regulation Number IX.D.3, Appendix of the Decision of the Head of the Capital Market Supervisory Board Number: KEP-09/PM/2000 dated March 13, 2000 concerning Guidelines on the Form and Content of Prospectuses in the Framework of Issuing Preemptive Rights.

II. ARTICLE BY ARTICLE
Article 1
Sufficiently clear.

Article 2
Sufficiently clear.

Article 3
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Article 4
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Article 5
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Article 6
Letter a
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Letter b
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Letter c
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Letter d
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Letter e
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Letter f
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Letter g
Sufficiently clear.

Letter h
Sufficiently clear.

Letter i
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Letter j
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Letter k
In practice, the aforementioned tendency is also known as a trend.

Letter l
Sufficiently clear.

Letter m
Sufficiently clear.

Letter n
Sufficiently clear.

Letter o
The term "Controller of an Open Company" refers to the Controller as referred to in the legislation in the Capital Market sector regulating the Takeover of Open Companies. At the time this Financial Services Regulation takes effect, the legislation in the Capital Market sector regulating the Takeover of Open Companies is Regulation Number IX.H.1, Appendix of the Decision of the Head of the Capital Market Supervisory Board and Financial Institution Supervisory Board Number: KEP-264/BL/2011 dated May 31, 2011 concerning the Takeover of Open Companies.

Letter p
Sufficiently clear.

Letter q
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Letter r
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Letter s
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Letter t
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Article 7
Letter a
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Letter b
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Letter c
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Letter d
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Letter e
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Letter f
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Letter g
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Letter h
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Letter i
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Letter j
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Letter k
In practice, the aforementioned "electronic letter" is also known as e-mail.

Letter l
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Letter m
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Letter n
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Letter o
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Letter p
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Letter q
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Letter r
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Letter s
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Letter t
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Letter u
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Letter v
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Letter w
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Letter x
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Article 8
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Article 9
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Article 10
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Article 11
Letter a
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Letter b
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Letter c
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Letter d
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Letter e
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Letter f
Examples of characteristics of shares and/or other Equity-type Securities include voting rights or dividends.

Letter g
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Letter h
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Letter i
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Letter j
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Letter k
The term "restrictions on share listing" refers to restrictions imposed by the authority regulating certain industries.

Letter l
Sufficiently clear.

Letter m
Examples of approvals from authorized parties include capital increases in State-Owned Enterprises requiring prior approval from the relevant agency or institution.

Article 12
Letter a
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Letter b
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Letter c
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Letter d
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Letter e
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Letter f
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Letter g
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Letter h
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Letter i
In practice, the aforementioned settlement funds are also known as a sinking fund.

Letter j
Sufficiently clear.

Letter k
Sufficiently clear.

Letter l
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Letter m
Sufficiently clear.

Article 13
Letter a
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Letter b
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Letter c
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Letter d
Number 1
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Number 2
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Number 3
In practice, the aforementioned financial consulting services are also known as financial advisory fees.

Number 4
Sufficiently clear.

Letter e
Sufficiently clear.

Article 14
The term "increase in Open Company equity by 100% (one hundred percent)" refers to the increase in equity based on the equity position in the latest audited financial statements.

Article 15
Sufficiently clear.

Article 16
Letter a
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Letter b
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Letter c
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Letter d
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Letter e
In practice, the aforementioned state of negligence is also known as default.

Letter f
In practice, the aforementioned restriction is also known as a negative covenant.

Article 17
Sufficiently clear.

Article 18
The brief description in this Article aims to provide an explanation regarding the financial conditions, changes in financial conditions, and business activities of the Open Company at the time the Prospectus is issued and the conditions expected in the future.

Article 19
Letter a
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Letter b
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Letter c
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Letter d
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Letter e
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Letter f
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Letter g
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Letter h
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Letter i
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Letter j
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Letter k
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Letter l
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Letter m
Sufficiently clear.

Letter n
In practice, the aforementioned outstanding amounts are also known as outstanding.

Letter o
Sufficiently clear.

Article 20
Sufficiently clear.

Article 21
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Article 22
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Article 23
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Article 24
Letter a
Number 1
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Number 2
Examples of other committees include the Nomination and Remuneration Committee and the Risk Management Committee.

Number 3
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Number 4
Sufficiently clear.

Number 5
The term "important agreements" includes licenses, major buyers, appointment of agents or single distributors for important products, technical agreements, and/or corporate guarantees that have a significant impact on the operations and profitability of the Open Company.

Letter b
Number 1
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Number 2
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Number 3
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Number 4
Sufficiently clear.

Number 5
In practice, the aforementioned franchise is also known as a franchise.

Number 6
The extent of dependence on specific suppliers is disclosed quantitatively, for example, in percentages.

Number 7
The extent of dependence on one and/or a group of customers is disclosed quantitatively, for example, in percentages.

Number 8
The extent of dependence on contracts with the government is disclosed quantitatively, for example, in percentages.

Number 9
Sufficiently clear.

Number 10
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Number 11
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Article 25
Sufficiently clear.

Article 26
Dividend policy is disclosed in the form of whether dividends will be distributed or not. An example of disclosing dividend policy is by stating that the company will distribute dividends at a certain percentage if the company earns a profit.

Article 27
The term "taxes" in this Article refers to taxes relevant to investor decision-making in the implementation of HMETD.

Article 28
Letter a
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Letter b
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Letter c
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Letter d
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Letter e
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Letter f
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Letter g
In practice, the aforementioned beneficiary is also known as the beneficial owner.

Letter h
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Letter i
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Letter j
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Letter k
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Letter l
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Article 29
Sufficiently clear.

Article 30
Sufficiently clear.

Article 31
Paragraph (1)
Letter a
Other professions, for example, mining experts.

Letter b
Professions other than those registered in the Capital Market, for example, experts in the mining sector.

Paragraph (2)
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Paragraph (3)
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Article 32
Sufficiently clear.

Article 33
Letter a
Sufficiently clear.

Letter b
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Letter c
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Letter d
In practice, the aforementioned "authorized party to provide additional information" is also known as a contact person.

Article 34
Sufficiently clear.

Article 35
The term "specific actions" may include, for example:
a. postponement of the issuance of an effectiveness statement, for example, an effectiveness statement for business mergers or consolidations; and b. postponement of the issuance of a statement by the Financial Services Authority that there are no further responses to documents submitted to the Financial Services Authority in the context of capital increase by Preemptive Rights of Open Companies.

Article 36
Sufficiently clear.

Article 37
Sufficiently clear.

Article 38
Sufficiently clear.

Article 39
Sufficiently clear.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 5782