Regulation of the Financial Services Authority Number 53/POJK.04/2017 on Registration Statements for Public Offerings and Capital Increases with Preemptive Rights by Small-Scale or Medium-Scale Asset Issuers

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FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 53 /POJK.04/2017
ON
REGISTRATION STATEMENT IN THE FRAMEWORK OF PUBLIC OFFERING AND CAPITAL INCREASE BY GRANTING PREEMPTIVE RIGHTS BY ISSUER WITH SMALL SCALE ASSETS OR ISSUER WITH MEDIUM SCALE ASSETS BY THE GRACE OF GOD THE ALMIGHTY THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY, Considering: a. that in order to provide broader opportunities for issuers with small scale assets or issuers with medium scale assets to obtain funding through the capital market, it is necessary to refine the provisions of legislation in the capital market sector regarding guidelines on the form and content of registration statements in the framework of public offerings by medium or small companies; and b. that based on the considerations as referred to in letter a, it is necessary to establish a Financial Services Authority Regulation on Registration Statement in the Framework of Public Offering and Capital Increase by Granting Preemptive Rights by Issuer with Small Scale Assets or Issuer with Medium Scale Assets; FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA

Considering: 1. Law Number 8 of 1995 concerning the Capital Market (State Gazette of the Republic of Indonesia Year 1995 Number 64, Supplement to the State Gazette of the Republic of Indonesia Number 3608);
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);
DECIDING:
Establishing: FINANCIAL SERVICES AUTHORITY REGULATION ON REGISTRATION STATEMENT IN THE FRAMEWORK OF PUBLIC OFFERING AND CAPITAL INCREASE BY GRANTING PREEMPTIVE RIGHTS BY ISSUER WITH SMALL SCALE ASSETS OR ISSUER WITH MEDIUM SCALE ASSETS.
CHAPTER I
GENERAL PROVISIONS
Article 1
In this Financial Services Authority Regulation, the following terms are defined as:

1. Issuer is a Party that conducts a public offering.
2. Issuer with Small Scale Assets which hereinafter is referred to as Small Scale Issuer is an Issuer in the form of a legal entity established in Indonesia that:
   a. has total assets or other equivalent terms, not more than 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) the controller of the Issuer or Public Company that is not a Small Scale Issuer or Issuer with medium scale assets; and/or
   2) a company that has assets more than IDR 250,000,000,000.00 (two hundred fifty billion rupiah).
3. Issuer with Medium Scale Assets which hereinafter is referred to as Medium Scale Issuer is an Issuer in the form of a legal entity established in Indonesia that:
   a. has total assets or other 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) the controller of the Issuer or Public Company that is not a Small Scale Issuer or Medium Scale Issuer; and/or
   2) a company that has assets more than IDR 250,000,000,000.00 (two hundred fifty billion rupiah).
4. Registration Statement is a document that must be submitted to the Financial Services Authority by the Issuer in the framework of a public offering or Public Company.
5. Public Offering is the activity of offering securities conducted by the Issuer to sell securities to the public based on the procedures regulated in Law Number 8 of 1995 concerning the Capital Market and its implementing regulations.
6. Securities are negotiable instruments, namely debt acknowledgment instruments, commercial paper, shares, bonds, debt certificates, investment contract units,

future contracts on Securities, and any derivatives of Securities.
7. Controller is a party that owns more than
50% (fifty percent) of all fully paid-up shares, or a party that has the ability to determine, directly or indirectly, by any means, the management and/or policy of the Small Scale Issuer or Medium Scale Issuer.
8. Public Offering by Small Scale Issuer is a
Public Offering conducted by the Small Scale Issuer with the total value of Securities offered, excluding other Securities accompanying it, with an amount not more than IDR 50,000,000,000.00 (fifty billion rupiah).
9. Public Offering by Medium Scale Issuer is a
Public Offering conducted by the Medium Scale Issuer with the total value of Securities offered, excluding other Securities accompanying it, with an amount not more than IDR 250,000,000,000.00 (two hundred fifty billion rupiah).
10. Preemptive Rights which hereinafter is abbreviated as HMETD is a right attached to shares that gives the opportunity to the relevant shareholder to buy shares and/or other equity-like Securities that can be converted into shares or that give the right to buy shares, before being offered to other parties.
11. Warrant is a Security issued by a company that gives the right to the holder of the Security to order shares from that company at a certain price after 6 (six) months since the Security in question is issued.
12. Trust Agreement is an agreement between the
Issuer and the trustee in the framework of the issuance of debt-like Securities made in the form of a notarial deed.

13. Securities Underwriter is a Party that makes a contract with the Issuer to conduct a Public Offering for the benefit of the Issuer with or without the obligation to buy the remaining Securities that are not sold.
14. 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.
15. Main Shareholder is a party that, directly or indirectly, owns at least 20% (twenty percent) of the voting rights of all issued shares with voting rights of a company or a smaller amount as determined by the Financial Services Authority.
16. Standby Buyer is a party that will buy either part or all of the remaining shares and/or other equity-like Securities that are not taken by the HMETD holder.
    Article 2
    Public Offerings by Small Scale Issuers or Medium Scale Issuers must follow the provisions of legislation in the capital market sector regarding the procedures for registration in the framework of Public Offerings and the provisions of legislation in the capital market sector regarding the procedures to request changes and/or additional information on the Registration Statement.
    Article 3
    Small Scale Issuers conducting a Public Offering with a total value of offered Securities more than IDR 50,000,000,000.00 (fifty billion rupiah) and not more than IDR 250,000,000,000.00 (two hundred fifty billion rupiah), excluding other Securities accompanying the offered Securities, must follow the provisions of Public Offerings by Medium Scale Issuers.

Article 4
In the event that a Public Offering is accompanied by the issuance of Warrants, the number of Warrants to be issued and Warrants that have been in circulation must not exceed 35% (thirty-five percent) of the number of shares that have been placed and fully paid-up at the time the Registration Statement is submitted to the Financial Services Authority.
Article 5
Capital increases by Small Scale Issuers or Medium Scale Issuers by granting HMETD must follow the provisions as regulated in the Financial Services Authority Regulation regarding capital increases of open companies by granting HMETD, except as specifically regulated in this Financial Services Authority Regulation.
Article 6
Prospectuses in the framework of Public Offerings and capital increases by granting HMETD by Small Scale Issuers or Medium Scale Issuers must follow the provisions as referred to in the Financial Services Authority Regulation regarding the form and content of prospectuses in the framework of Public Offerings and capital increases by granting HMETD by Issuers with Small Scale Assets or Issuers with Medium Scale Assets.
CHAPTER II
REGISTRATION STATEMENT BY SMALL SCALE ISSUER
Article 7
(1) The Registration Statement in the framework of a Public Offering by a Small Scale Issuer must at least consist of:
a. a cover letter for the Registration Statement in accordance with the format of the Cover Letter for Registration Statement as contained in the Appendix which is an integral part of this Financial Services Authority Regulation; b. a prospectus; and
c. other documents that must be submitted as
part of the Registration Statement.
(2) Other documents as referred to in paragraph (1) letter c include:
a. financial statements that have been audited by a Public Accountant; b. legal opinion;
c. biographies of members of the board of commissioners or equivalent bodies and members of the board of directors or equivalent bodies;
d. agreement with the Securities Underwriter (if using a Securities Underwriter); e. statement from the securities issuance executor underwriter (if using a securities issuance executor underwriter) in accordance with the format of the Statement of Securities Issuance Executor Underwriter as contained in the Appendix which is an integral part of this Financial Services Authority Regulation; f. statement from the Small Scale Issuer in accordance with the format of the Statement of Small Scale Issuer as contained in the Appendix which is an integral part of this Financial Services Authority Regulation; g. statement from capital market supporting professions in accordance with the format of the Statement of Capital Market Supporting Professions as contained in the Appendix which is an integral part of this Financial Services Authority Regulation; h. statement regarding the commitment of the Small Scale Issuer to meet the provisions regarding organs and/or governance functions for the Issuer based on regulations applicable in the capital market in accordance with the format of the Statement regarding Commitment in Fulfillment of Organs and/or Governance Functions by the Small Scale Issuer as contained in the Appendix which is an integral part of this Financial Services Authority Regulation (if required); and
i. documents containing other information as requested by the Financial Services Authority deemed necessary in the review of the Registration Statement, as long as they can be announced to the public without harming the interests of the Small Scale Issuer.
Article 8
In the event that a Small Scale Issuer submits a Registration Statement in the framework of a capital increase by granting HMETD, in addition to being required to submit documents as referred to in Article 7 except for Article 7 paragraph (2) letter b, letter e, and letter h, the Small Scale Issuer must submit documents:
a. proof of fund adequacy from:

1. Main Shareholders (if the Main Shareholder exercises its rights);
2. Standby Buyer (if there is a Standby Buyer);
   and/or
3. party that obtains the transfer of HMETD from the Main Shareholder (if there is a party that obtains the transfer of HMETD);
   b. agreement to purchase remaining Securities (if there is a Standby Buyer);
   c. legal opinion related to the legal aspects of the capital increase by granting HMETD including the use of its funds;
   d. letter of revocation of restrictions that may harm the interests of public shareholders from creditors; and

e. documents related to capital increases in other forms other than cash, at least including:

1. appraiser's report on the deposit object;
2. legal opinion on the deposit object; and
3. financial statements of other companies, in the event the deposit object is shares of other companies, which are audited by a Public Accountant that is the deposit object for the last 2 (two) years or since its establishment, except if the other company is outside the Indonesian jurisdiction, it can be audited by an accountant registered in the respective country.
   Article 9
   In the event that a Small Scale Issuer submits a Registration Statement in the framework of a Public Offering of debt-like Securities, in addition to submitting other documents as referred to in Article 7 paragraph (2), the Small Scale Issuer must submit documents:
   a. ratings issued by a securities rating company on debt-like Securities and/or sukuk; b. Trust Agreement; and
   c. collateral agreement (if any).
   Article 10
   (1) In the event that a Small Scale Issuer submits a Registration Statement in the framework of a Public Offering of sukuk, in addition to submitting other documents as referred to in Article 7 paragraph (2), the Small Scale Issuer must submit documents as referred to in the Financial Services Authority Regulation regarding the issuance and requirements of sukuk except for the obligation to submit a statement of Shariah compliance. (2) The obligation to submit a statement of Shariah compliance as referred to in paragraph (1) must be submitted before receiving the statement from the Financial Services Authority that the Small Scale Issuer is required to announce information disclosure.
   Article 11
   Financial statements as referred to in Article 7 paragraph (2) letter a, must meet the following provisions:
   a. financial statements for the last 1 (one) year or since establishment for Issuers established for less than 1 (one) year; b. the preparation and presentation of financial statements can use accounting standards for entities without public accountability;
   c. in the event that the effectiveness of the Registration Statement exceeds 6 (six) months from the last annual financial statement, the last annual financial statement must be supplemented with interim financial statements that have been audited by a Public Accountant, so that the time period between the effective date of the Registration Statement and the date of the interim financial statement does not exceed 6 (six) months;
   d. interim financial statements as referred to in letter c must be presented with a comparison of the same interim period from the previous 1 (one) fiscal year, except for the financial position statement; and e. interim financial statements used as a comparison do not have to be audited.
   Article 12
   In the event that a Small Scale Issuer applies accounting standards for entities without public accountability on financial statements as referred to in Article 11, the provisions of legislation in the capital market sector regarding the presentation and disclosure of financial statements of Issuers or public companies are declared not applicable to Small Scale Issuers.

Article 13
In the event that a Small Scale Issuer submits a Registration Statement in the framework of a capital increase by granting HMETD, the provisions of Article 7 paragraph (2) letter a do not apply, but it is required to submit interim financial statements audited by a Public Accountant with the following provisions:
a. if the last annual financial statement that has been submitted to the Financial Services Authority will be older than 6 (six) months at the time the Registration Statement becomes effective; and b. the time period between the date of the interim financial statement audited by a Public Accountant and the effectiveness of the Registration Statement is not more than 6 (six) months.
Article 14
(1) Legal opinions as referred to in Article 7 paragraph (2) letter b cover all legal aspects of the Small Scale Issuer, except:
a. examination of the articles of association only covers the articles of association at the time of establishment and the last articles of association; and b. examination of capital structure and share ownership changes only covers the last 2 (two) years or since establishment if less than 2 (two) years before the Registration Statement. (2) In the event that in the time period as referred to in paragraph (1) letter b there are no changes in capital structure and share ownership, the legal examination report covers the examination of the last capital structure and share ownership.
Article 15
(1) The Financial Services Authority may request information and/or other documents that are not part of the Registration Statement including:
a. a stamped statement from the Small Scale Issuer, members of the board of directors or equivalent bodies, and/or members of the board of commissioners or equivalent bodies regarding involvement or non-involvement in legal cases; b. statements from parties assisting in the preparation of the prospectus (if any):
1. statement of consent to include the name of such party in the prospectus; and/or
2. letter of revocation in the event that such party revokes its consent;
c. other information received by the Financial Services Authority from parties assisting in the Public Offering to support the adequacy and accuracy of the required disclosures (if any); and/or
d. other documents needed.
(2) Requests for information and/or other documents as referred to in paragraph (1) are not intended to be announced to the public because they may harm the interests of the Small Scale Issuer or affiliated parties. (3) Revocation of consent as referred to in paragraph (1) letter b number 2 can only be done before the effectiveness of the Registration Statement.
CHAPTER III
REGISTRATION STATEMENT BY MEDIUM SCALE ISSUER
Article 16
(1) The Registration Statement in the framework of a Public Offering by a Medium Scale Issuer must at least consist of:
a. a cover letter for the Registration Statement in accordance with the format of the Cover Letter for Registration Statement as contained in the Appendix which is an integral part of this Financial Services Authority Regulation; b. a prospectus; and
c. other documents that must be submitted as
part of the Registration Statement.
(2) Other documents as referred to in paragraph (1) letter c include:
a. financial statements that have been audited by a Public Accountant; b. legal opinion;
c. biographies of members of the board of commissioners or equivalent bodies and members of the board of directors or equivalent bodies;
d. agreement with the Securities Underwriter (if using a Securities Underwriter); e. statement from the securities issuance executor underwriter (if using a securities issuance executor underwriter) in accordance with the format of the Statement of Securities Issuance Executor Underwriter as contained in the Appendix which is an integral part of this Financial Services Authority Regulation; f. statement from the Medium Scale Issuer in accordance with the format of the Statement of Medium Scale Issuer as contained in the Appendix which is an integral part of this Financial Services Authority Regulation; g. statement from capital market supporting professions in accordance with the format of the Statement of Capital Market Supporting Professions as contained in the Appendix which is an integral part of this Financial Services Authority Regulation; h. statement regarding the commitment of the Medium Scale Issuer to meet the provisions regarding organs and/or governance functions based on regulations applicable in the capital market in accordance with the format of the Statement regarding Commitment in Fulfillment of Organs and/or Governance Functions by the Medium Scale Issuer as contained in the Appendix which is an integral part of this Financial Services Authority Regulation (if required); and
i. documents containing other information as requested by the Financial Services Authority deemed necessary in the review of the Registration Statement, as long as they can be announced to the public without harming the interests of the Medium Scale Issuer.
Article 17
In the event that a Medium Scale Issuer submits a Registration Statement in the framework of a capital increase by granting HMETD, in addition to being required to submit documents as referred to in Article 16 except for Article 16 paragraph (2) letter b, letter e, and letter h, the Medium Scale Issuer must submit documents:
a. proof of fund adequacy from:
1. Main Shareholders (if the Main Shareholder exercises its rights);
2. Standby Buyer (if there is a Standby Buyer);
and/or
3. party that obtains the transfer of HMETD from the Main Shareholder (if there is a party that obtains the transfer of funds);
b. agreement to purchase remaining Securities (if there is a Standby Buyer);
c. legal opinion related to the legal aspects of the capital increase by granting HMETD including the use of its funds;
d. letter of revocation of restrictions that may harm the interests of public shareholders from creditors; and

e. other documents related to capital increases in other forms other than cash, at least including:

1. appraiser's report on the deposit object;
2. legal opinion on the deposit object; and
3. financial statements of other companies, in the event the deposit object is shares of other companies, which are audited by a Public Accountant that is the deposit object for the last 2 (two) years or since its establishment, except if the other company is outside the Indonesian jurisdiction, it can be audited by an accountant registered in the respective country.
   Article 18
   In the event that a Medium Scale Issuer submits a Registration Statement in the framework of a Public Offering of debt-like Securities, in addition to submitting other documents as referred to in Article 16 paragraph (2), the Medium Scale Issuer must submit documents:
   a. ratings issued by a securities rating company on debt-like Securities and/or sukuk; b. Trust Agreement; and
   c. collateral agreement (if any).
   Article 19
   (1) In the event that a Medium Scale Issuer submits a Registration Statement in the framework of a Public Offering of sukuk, in addition to submitting other documents as referred to in Article 16 paragraph (2), the Medium Scale Issuer must submit documents as referred to in the Financial Services Authority Regulation regarding the issuance and requirements of sukuk except for the obligation to submit a statement of Shariah compliance. (2) The obligation to submit a statement of Shariah compliance as referred to in paragraph (1) must be submitted before receiving the statement from the Financial Services Authority that the Medium Scale Issuer is required to announce information disclosure.
   Article 20
   Financial statements as referred to in Article 16 paragraph (2) letter a, must meet the following provisions:
   a. financial statements for the last 2 (two) years or since establishment for Issuers established for less than 2 (two) years presented in accordance with the provisions of legislation in the capital market sector regulating the presentation and disclosure of financial statements of Issuers or public companies and the provisions of legislation in the capital market sector regulating the guidelines for accounting standards for Securities companies; b. in the event that the effectiveness of the Registration Statement exceeds 6 (six) months from the last annual financial statement, the last annual financial statement must be supplemented with interim financial statements that have been audited by a Public Accountant, so that the time period between the effective date of the Registration Statement and the date of the interim financial statement does not exceed 6 (six) months;
   c. interim financial statements as referred to in letter b must be presented with a comparison of the same interim period from the previous 1 (one) fiscal year, except for the financial position statement; and
   d. interim financial statements used as a comparison do not have to be audited.
   Article 21
   In the event that a Medium Scale Issuer submits a Registration Statement in the framework of a capital increase by granting HMETD, the provisions of Article 16 paragraph (2) letter a

not applicable, but required to submit audited interim financial reports with the following conditions:
a. if the last annual financial report submitted to the Financial Services Authority will be older than 6 (six) months at the time the Registration Statement becomes effective; and b. the time period between the date of the audited interim financial report by the Public Accountant and the effectiveness of the Registration Statement is not more than 6 (six) months.

Article 22
(1) The legal opinion as referred to in Article 16 paragraph (2) letter b covers all legal aspects of the Medium-Scale Asset Emitter, except:
a. the examination of the articles of association only covers the articles of association at the time of establishment and the latest articles of association; and b. the examination of capital structure and share ownership changes only covers the last 2 (two) years or since establishment if less than 2 (two) years before the Registration Statement.

(2) In the event that there are no changes in capital structure and share ownership within the time period referred to in paragraph (1) letter b, the legal examination report covers the latest examination of capital structure and share ownership.

Article 23
(1) The Financial Services Authority may request information and/or other documents that are not part of the Registration Statement, including:
a. a stamped declaration letter from the Medium-Scale Asset Emitter, members of the Board of Directors, or other equivalent organs, and/or members of the Board of Commissioners or other equivalent organs regarding involvement or non-involvement in legal cases;

b. declaration letters from parties assisting in the preparation of the prospectus (if any):

1. a declaration letter approving the inclusion of their name in the prospectus; and/or
2. a withdrawal letter in the event such party withdraws their consent;
   c. other information received by the Financial Services Authority from parties assisting in a Public Offering to support the adequacy and accuracy of the required disclosures (if any); and/or
   d. other required documents.

(2) Requests for information and/or other documents as referred to in paragraph (1) are not intended to be announced to the public as this may harm the interests of the Medium-Scale Asset Emitter or affiliated parties of the Medium-Scale Asset Emitter.

(3) Withdrawal of consent as referred to in paragraph (1) letter b number 2 can only be done before the Registration Statement becomes effective.

CHAPTER IV
INFORMATION DISCLOSURE

Article 24
(1) After the submission of the Registration Statement in the context of a Public Offering, Small-Scale Asset Emitters and Medium-Scale Asset Emitters, as well as any party providing opinions or statements and with their consent, where such opinions or statements are included in the Registration Statement and supporting documents, are prohibited from announcing information openness regarding the Public Offering until the Financial Services Authority's statement is received that the Small-Scale Asset Emitter or Medium-Scale Asset Emitter is required to announce information openness.

(2) Information openness regarding the Public Offering as referred to in paragraph (1) must be announced at the latest 2 (two) working days after receiving the Financial Services Authority's statement that the Small-Scale Asset Emitter or Medium-Scale Asset Emitter can conduct initial offerings and/or distribute information related to the Public Offering.

(3) Information openness regarding the Public Offering as referred to in paragraph (2) must be announced on the website of the Small-Scale Asset Emitter or Medium-Scale Asset Emitter or the website of the Underwriter (if using an Underwriter).

Article 25
Information contained in the information openness as referred to in Article 24 paragraph (2) must at least include:
a. the date related to the Public Offering; b. the number of Securities offered;
c. nominal value (if any);
d. offering price (if any); e. total value of the Public Offering; f. other accompanying Securities (if any); g. plans for the use of funds; h. the results of the rating of Securities by a Securities Rating Agency; and
i. statements indicating that the prospectus and order forms for purchasing Securities are available at the offices of the Small-Scale Asset Emitter or Medium-Scale Asset Emitter or the Underwriter's office and/or the website of the Small-Scale Asset Emitter or Medium-Scale Asset Emitter or the website of the Underwriter.

Article 26
In the event that Small-Scale Asset Emitters or Medium-Scale Asset Emitters conduct capital increases by granting Preemptive Rights (HMETD), in addition to the information as referred to in Article 25, Small-Scale Asset Emitters or Medium-Scale Asset Emitters must add information:
a. the date and results of the General Meeting of Shareholders' decision approving the capital increase by granting Preemptive Rights; b. the ratio of Preemptive Rights to shares or an indication of the ratio of Preemptive Rights to shares if the ratio cannot yet be determined;
c. a description of the treatment of Preemptive Rights in fractional form;
d. the ratio of other accompanying Securities to the shares to be issued; e. statements regarding plans to issue shares and/or other equity-like Securities within 12 (twelve) months after the effective date (if any); f. statements indicating whether Major Shareholders will exercise or not exercise their Preemptive Rights and information on the name of the party receiving the transfer of Preemptive Rights (if any); g. information regarding Ready Buyers and/or potential Controllers (if any); h. the dilution impact on shareholders from the issuance of new shares;
i. a description of the payment for shares in forms other than cash, at least including:
1) information on the object of payment;
2) the results of the valuation of the fair value of the payment object and the fairness of the payment transaction;
3) the name of the party making the payment; and
4) the amount of capital payment; and
j. a brief description of debt-like Securities that can or must be converted (if issuing such Securities).

CHAPTER V
OTHER PROVISIONS

Article 27
(1) For Small-Scale Asset Emitters who have not yet met the requirements regarding organs and/or governance functions, must meet such requirements at the latest 12 (twelve) months from the effectiveness of the Registration Statement for the Initial Public Offering of Securities.

(2) For Medium-Scale Asset Emitters who have not yet met the requirements regarding organs and/or governance functions, must meet such requirements at the latest 6 (six) months from the effectiveness of the Registration Statement for the Initial Public Offering of Securities.

Article 28
(1) In the event that a Small-Scale Asset Emitter that has conducted a Public Offering no longer meets the criteria as a Small-Scale Asset Emitter as referred to in Article 1 number 1, the Small-Scale Asset Emitter is prohibited from using accounting standards for entities without public accountability.

(2) Small-Scale Asset Emitters as referred to in paragraph (1) must present and disclose their financial reports in accordance with the guidelines for the presentation and disclosure of financial reports as regulated in regulations concerning guidelines for the disclosure and presentation of financial reports for Emitters or public companies for financial reporting periods starting 1 (one) year after the Small-Scale Asset Emitter no longer meets the criteria for a Small-Scale Asset Emitter.

Article 29
The provisions of this Financial Services Authority Regulation do not apply to Emitters meeting the criteria for Small-Scale Asset Emitters or Medium-Scale Asset Emitters who have submitted Registration Statements to the Financial Services Authority and whose Registration Statements have obtained an effective statement from the Financial Services Authority at the time this Financial Services Authority Regulation is promulgated.

Article 30
Circular Letter of the Capital Market Supervisory Agency and Financial Institutions Number SE-06/BL/2010 regarding the Use of Accounting Standards for Entities without Public Accountability by Entities Conducting Activities in the Capital Market or Raising and/or Managing Community Funds through the Capital Market, Public Companies, and Non-Bank Financial Institutions, does not apply to Small-Scale Asset Emitters using accounting standards for entities without public accountability in accordance with this Financial Services Authority Regulation.

CHAPTER VI
SANCTION PROVISIONS

Article 31
(1) Without prejudice to criminal provisions in the field of capital markets, the Financial Services Authority has the authority to impose administrative sanctions on any party violating the provisions of this Financial Services Authority Regulation, including parties causing the violation, in the form of:
a. written warnings; b. fines, namely the obligation to pay a certain amount of money;
c. restriction of business activities;
d. suspension of business activities; e. revocation of business licenses; f. cancellation of approvals; and/or g. cancellation of registrations.

(2) Administrative sanctions as referred to in paragraph (1) letters b, c, d, e, f, or g can be imposed with or without prior imposition of administrative sanctions in the form of written warnings as referred to in paragraph (1) letter a.

(3) Administrative sanctions in the form of fines as referred to in paragraph (1) letter b can 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 32
In addition to administrative sanctions as referred to in Article 31 paragraph (1), the Financial Services Authority can take specific actions against any party violating the provisions of this Financial Services Authority Regulation.

Article 33
The Financial Services Authority can announce the imposition of administrative sanctions as referred to in Article 31 paragraph (1) and specific actions as referred to in Article 32 to the public.

CHAPTER VII
TRANSITIONAL PROVISIONS

Article 34
For Small-Scale Asset Emitters or Medium-Scale Asset Emitters who have submitted Registration Statements for Public Offerings to the Financial Services Authority but such Registration Statements have not yet become effective before this Financial Services Authority Regulation takes effect, the Registration Statement documents submitted by Small-Scale Asset Emitters or Medium-Scale Asset Emitters in the context of Public Offerings continue to follow Regulation Number IX.C.7, appendix of the Decision of the Chairman of the Capital Market Supervisory Agency Number Kep-11/PM/1997 regarding Guidelines on the Form and Content of Registration Statements in the Context of Public Offerings by Medium or Small Companies.

Article 35
For Small-Scale Asset Emitters or Medium-Scale Asset Emitters who have submitted Registration Statements for capital increases by granting Preemptive Rights (HMETD) to the Financial Services Authority but such Registration Statements have not yet become effective before this Financial Services Authority Regulation takes effect, the Registration Statement documents submitted by Small-Scale Asset Emitters or Medium-Scale Asset Emitters in the context of capital increases by granting Preemptive Rights continue to follow Financial Services Authority Regulation Number 32/POJK.04/2017 regarding Capital Increases of Open Companies by Granting Preemptive Rights.

CHAPTER VIII
CLOSING PROVISIONS

Article 36
At the time this Financial Services Authority Regulation takes effect, the Decision of the Chairman of the Capital Market Supervisory Agency Number Kep-11/PM/1997 regarding Guidelines on the Form and Content of Registration Statements in the Context of Public Offerings by Medium or Small Scale Companies, along with Regulation Number IX.C.7 which is its appendix, are repealed and declared invalid.

Article 37
This Financial Services Authority Regulation takes effect on the date of promulgation.

A copy of this is consistent with the original Director of Law 1 Legal Department signed Yuliana

So that everyone knows, ordering the promulgation of this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.

Established in Jakarta on July 19, 2017
CHAIRMAN OF THE COMMISSIONERS BOARD
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 171

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 53 /POJK.04/2017
ON
REGISTRATION STATEMENTS IN THE CONTEXT OF PUBLIC OFFERINGS AND CAPITAL INCREASES BY GRANTING PREEMPTIVE RIGHTS BY EMITTERS WITH SMALL-SCALE ASSETS OR EMITTERS WITH MEDIUM-SCALE ASSETS

I. GENERAL
As regulated in Article 70 paragraph (1) of Law Number 8 of 1995 concerning Capital Markets, which essentially regulates that any party conducting a Public Offering must submit a Registration Statement to the Financial Services Authority and such Registration Statement must become effective. Furthermore, based on the authority granted by Law Number 8 of 1995 concerning Capital Markets, the Financial Services Authority has the authority to regulate documents that must be submitted at the time of submitting the Registration Statement. Regulations regarding documents that must be submitted for the submission of Registration Statements in the context of Public Offerings by Small-Scale Asset Emitters or Medium-Scale Asset Emitters are currently regulated by Regulation Number IX.C.7, appendix of the Decision of the Chairman of the Capital Market Supervisory Agency Number Kep-11/PM/1997 regarding Guidelines on the Form and Content of Registration Statements in the Context of Public Offerings by Medium or Small Companies. However, in development, there is a need to adjust the definitions regarding Small-Scale Asset Emitters or Medium-Scale Asset Emitters and simplify the Registration Statement documents so as to facilitate access for Small-Scale Asset Emitters or Medium-Scale Asset Emitters to utilize the capital market as a funding source through Public Offerings.

Based on the above, in the revision of Regulation Number IX.C.7, changes are made to the definitions of Small-Scale Asset Emitters or Medium-Scale Asset Emitters by separating the definitions for each Emitter and regulating the classification limits of total assets and the amount of Public Offerings that can be conducted by Small-Scale Asset Emitters or Medium-Scale Asset Emitters. Small-Scale Asset Emitters or Medium-Scale Asset Emitters in this regulation revision are Emitters in the form of legal entities, including limited liability companies, foundations, and cooperatives. Furthermore, the Registration Statement documents in the context of Public Offerings by Small-Scale Asset Emitters or Medium-Scale Asset Emitters are simplified, including:
a. the use of different accounting standards for Small-Scale Asset Emitters, where Small-Scale Asset Emitters can use accounting standards for entities without public accountability; b. shortening the audit period requirements for financial reports in the context of Public Offerings, where for Small-Scale Asset Emitters audited financial reports must be 1 (one) year or since establishment if less than 1 (one) year, while for Medium-Scale Asset Emitters must be 2 (two) years or since establishment if less than 2 (two) years; and
c. removing the requirement to use comfort letters and management statements in the field of accounting as Registration Statement documents in the context of Public Offerings for Small-Scale Asset Emitters or Medium-Scale Asset Emitters.

In addition to the above, flexibility is provided in the application of governance provisions for Small-Scale Asset Emitters or Medium-Scale Asset Emitters.

II. ARTICLE BY ARTICLE

Article 1
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Article 2
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Article 3
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Article 4
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Article 5
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Article 6
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Article 7
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Article 8
Letter a
Proof of fund adequacy from each party to support each of their declaration letters, for example, bank statements showing that each party has sufficient funds to fulfill their obligations to purchase shares.

Letter b
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Letter c
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Letter d
In practice, restrictions are also known as negative covenants. Example: restrictions on dividend distribution by debtors to shareholders.

Letter e
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Article 9
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Article 10
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Article 11
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Article 12
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Article 13
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Article 14
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Article 15
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Article 16
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Article 17
Letter a
Proof of fund adequacy from each party to support each of their declaration letters, for example, bank statements showing that each party has sufficient funds to fulfill their obligations to purchase shares.

Letter b
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Letter c
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Letter d
In practice, restrictions are also known as negative covenants. Example: restrictions on dividend distribution by debtors to shareholders.

Letter e
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Article 18
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Article 19
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Article 20
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Article 21
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Article 22
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Article 23
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Article 24
Paragraph (1)
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Paragraph (2)
In practice, initial offerings are also known as bookbuilding.

Paragraph (3)
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Article 25
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Article 26
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Article 27
Paragraph (1)
Organs and/or functions related to governance include independent commissioners, audit committees, internal audit units, company secretaries, and remuneration and nomination committees.

Paragraph (2)
Organs and/or functions related to governance include independent commissioners, audit committees, internal audit units, company secretaries, and remuneration and nomination committees.

Article 28
Paragraph (1)
Example: PT A Tbk has total assets of Rp 51 Billion or is an affiliate or controlled by a company that is not a Small-Scale Asset Emitter or Medium-Scale Asset Emitter based on annual financial reports for the period ending December 31, 2015, then financial reports for the period January 1, 2016 to December 31, 2016 can still use accounting standards for entities without public accountability. PT A Tbk cannot use accounting standards for entities without public accountability for financial reports starting January 1, 2017. If PT A Tbk experiences a decrease in assets during the period January 1, 2016 to December 31, 2016 such that it meets the criteria for a Small-Scale Asset Emitter, PT A Tbk is still not allowed to use accounting standards for entities without public accountability.

Paragraph (2)
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Article 29
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Article 30
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Article 31
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Article 32
The term "specific actions" includes, among others:
a. postponement of granting effective statements, for example, effective statements for business mergers and consolidations; and b. postponement of granting statements from the Financial Services Authority that there are no further responses to documents submitted to the Financial Services Authority in the context of capital increases by granting Preemptive Rights (HMETD) for Open Companies.

Article 33
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Article 34
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Article 35
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Article 36
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Article 37
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SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6105