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11. List of the Company’s Assets Pledged as Collateral
Up to the issuance of this Prospectus, the locations of the Company’s fixed assets pledged as collateral are as follows:
No. Location
Proof of Ownership
Certificate Issuance Date
Expiry Date Area
M² Description
1. Betro Village,
Sedati District, Sidoarjo
Regency, East Java Province.
Right to Build Certificate the
SHGB No. 67Betro
July 13, 1992 July 12, 2022
9,475 As of the date of this Prospectus,
SHGB No. 67Betro is pledged as collateral to Exim.
2. Betro Village,
Sedati District, Sidoarjo
Regency, East Java Province.
SHGB No. 261Betro
May 19, 1997 September
24, 2023 3,540
As of the date of this Prospectus, SHGB No. 261Betro is pledged as
collateral to Exim.
3. Betro Village,
Sedati District, Sidoarjo
Regency, East Java Province.
SHGB No. 262Betro
May 19, 1997 September
24, 2023 3,495
As of the date of this Prospectus, SHGB No. 262Betro is pledged as
collateral to Exim.
4. Betro Village,
Sedati District, Sidoarjo
Regency, East Java Province.
SHGB No. 288Betro
April 10, 2007 April 3, 2027
57,463 As of the date of this Prospectus,
SHGB No. 288Betro is pledged as collateral to Exim.
5. Gemurung
Village, Gedangan
District, Sidoarjo Regency, East
Java Province. SHGB No.
806Gemurung February 8, 2006
February 6, 2026
63,053 As of the date of this Prospectus,
SHGB No. 806Gemurung is pledged as collateral to Exim.
6. Gemurung
Village, Gedangan
District, Sidoarjo Regency, East
Java Province. SHGB No.
807Gemurung February 8, 2006
February 6, 2026
60,000 As of the date of this Prospectus,
SHGB No. 807Gemurung is pledged as collateral to Exim.
12. Affiliated Transactions
In the normal course of business, the Company conducts transactions at arm’s length with Affiliated Parties in connection with its operations.
The following sets out the transactions between the Company and its Affiliated Parties:
Lease Agreement
1. Lease Agreement No. SS1610010 dated October 1, 2016, privately arranged and duly stamped,
between the Company and Interkayu the Agreement. Pursuant to the Agreement, the Company agrees to lease its building to Interkayu to be used as an office located at Raya Industri No. 678 RT.
013 RW.007, Betro Village, Sedati District, Sidoarjo Regency, East Java The Agreement is effective from October 1, 2016, up to October 1, 2017 with a room rental rate of Rp10,000,000 per annum.
During the term of the Agreement, the parties are prohibited from subletting the leased space to other third parties. Any disputes that may arise from this Agreement shall be resolved amicably between the
parties.
2. Lease Agreement No. SS1510007 dated October 2, 2015, privately arranged and duly stamped,
between the Company and ISA the Agreement. Pursuant to the Agreement, the Company agrees
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to lease its building to ISA to be used as an office located at Raya Industri No. 678 RT. 013 RW.007, Betro Village, Sedati District, Sidoarjo Regency, East Java with a room rental rate of Rp1,000,000 per
annum. The agreement is effective from October 3, 2015, up to October 2, 2017, and may be extended by submitting a written notice by no later than one month prior to the expiry of the Agreement. During
the term of the Agreement, the parties are prohibited from subletting the leased space to other third parties. Any disputes that may arise from this Agreement shall be resolved amicably between the
parties.
3. Lease Agreement No. SS1605006 dated May 3, 2016, privately arranged and duly stamped, between
the Company and Intera the Agreement. Pursuant to the Agreement, the Company agrees to lease its building to Intera to be used as an office located at Raya Industri No. 678, Betro Village, Sedati
District, Sidoarjo Regency, East Java with a room rental rate of Rp1,000,000 per annum. The agreement is effective from June 1, 2016, up to May 31, 2018, and may be extended by submitting a
written notice by no later than one month prior to the expiry of the Agreement. During the term of the Agreement, the parties are prohibited from subletting the leased space to other third parties. Any
disputes that may arise from this Agreement shall be resolved amicably between the parties.
4. Lease Agreement No. SS1509006 dated September 9, 2015, privately arranged and duly stamped,
between the Company and Intera the Agreement. Pursuant to the Agreement, the Company agrees to lease its building to Intera to be used as an office located at Raya Industri No. 678, Betro Village,
Sedati District, Sidoarjo Regency, East Java with a room rental rate of Rp1,000,000 per annum. The agreement is effective from September 9, 2015, up to September 8, 2017, and may be extended by
submitting a written notice by no later than one month prior to the expiry of the Agreement. During the term of the Agreement, the parties are prohibited from subletting the leased space to other third parties.
Any disputes that may arise from this Agreement shall be resolved amicably between the parties.
5. Lease Agreement No. SS1610010 dated October 5, 2015, privately arranged and duly stamped,
between the Company and Interkraft the Agreement. Pursuant to this Agreement, Interkraft agrees to lease its land owned under i Right to Build Hak Guna Bangunan, HGB Certificate No. 66 with a
total area of 11,190 m
2
and ii HGB Certificate No. 222 with a total area of 7,482 m
2
, both of which are located in Betro Village, Sedati District, Sidoarjo, East Java, to the Company to be used by the
Company or its Subsidiaries to carry out their trade andor warehouse business with a room rental rate of Rp6,000,000 per annum during the term of the Agreement. The Agreement is valid for five years,
effective from October 5, 2015, up to October 4, 2020. During the term of the Agreement, the Company is entitled to sublet the leased object or transfer a portion or all of the lease rights to other parties with
prior written consent from Interkraft. With respect to this Agreement and all the consequences thereof, the parties agree to select the Sidoarjo District Court Secretariat as a permanent and continuing
domicile.
6. Lease Agreement No. SS1511008 dated November, 2015, privately arranged and duly stamped,
between the Company and SMA the Agreement. Pursuant to the Agreement, the Company agrees to lease its building to SMA to be used as an office located at Raya Industri No. 678, Betro Village,
Sedati District, Sidoarjo Regency, East Java with a room rental rate of Rp1,000,000 per annum. The agreement is effective from November 4, 2015, up to November 3, 2017, and may be extended by
submitting a written notice by no later than one month prior to the expiry of the Agreement. During the term of the Agreement, the parties are prohibited from subletting the leased space to other third parties.
Any disputes that may arise from this Agreement shall be resolved amicably between the parties.
7. Deed of Lease Agreement No. 1 dated July 15, 2016, drawn up before Dyah Ayu Ambarwati, S.H., a
Notary in Pasuruan Regency, by and between the Company and WII the Agreement. Pursuant to this Agreement, the Company agrees to lease its land owned under i HGB Certificate No. 261 with a
total area of 1,914 m
2
and ii HGB Certificate No. 262 with a total area of 2,898 m
2
, both of which are
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located in Betro Village, Sedati District, Sidoarjo, East Java, and all the buildings thereon to WII, which shall be used as office and factory by WII with a land rental rate of Rp189,000,000 per month. The
Agreement is effective from June 1, 2016, up to May 30, 2017. During the term of the Agreement, WII is not entitled to sublet the leased object or transfer a portion or all of the lease rights to other parties with
prior written consent from the Company. With respect to this Agreement and all the consequences thereof, the parties agree to select the Sidoarjo District Court Secretariat as a permanent and
continuing domicile.
8. Lease Agreement dated February 22, 2016, privately arranged and duly stamped, between the
Company and WII the Agreement. Pursuant to this Agreement, the Company agrees to lease its land owned under i HGB Certificate No. 261 with a total area of 1,914 m
2
and ii HGB Certificate No. 222 with a total area of 7,482 m
2
, both of which are located in Betro Village, Sedati District, Sidoarjo, East Java, to the Company to be used by the Company or its Subsidiaries to carry out their trade andor
warehouse business with a land rental rate of Rp189,000,000 per month or totaling to Rp567,000,000. The Agreement is valid for five years, effective from October 5, 2015, up to October 4, 2020. During the
term of the Agreement, the Company is entitled to sublet the leased object or transfer a portion or all of the lease rights to other parties with prior written consent from Interkraft. With respect to this Agreement
and all the consequences thereof, the parties agree to select the Sidoarjo District Court Secretariat as a permanent and continuing domicile.
Loan Agreements
1. Loan Agreement and Promissory Notes dated December 23, 2015, privately arranged and duly
stamped, between Belayan and IIL the Agreement. Pursuant to the Agreement, IILagrees to grant a loan to Belayan up to a maximum sum of Rp42,500,000,000, which shall be used to finance
working capital subject to the terms and conditions of this Agreement. The applicable interest rate is 12.0 per annum. The Agreement is valid from January 1, 2016, up to December 31, 2016, and
may be extended upon the mutual agreement of both parties. With respect to this Agreement, the parties agree to choose the Sidoarjo District Court Secretariat as a choice of forum for dispute
resolution. The parties are in the process of extending the Agreement. The parties remain subject to the Agreement and continue to perform their rights and obligations pursuant to this Agreement.
2. Loan Agreement and Promissory Notes dated December 23, 2015, privately arranged and duly
stamped, between Integriya and IIL the Agreement. Pursuant to the Agreement, IIL agrees to grant a loan to Integriya up to a maximum sum of Rp67,900,000,000, which shall be used to finance
working capital subject to the terms and conditions of this Agreement. The applicable interest rate is 12.0 per annum. The Agreement is valid from January 1, 2016, up to December 31, 2016, and
may be extended upon the mutual agreement of both parties. With respect to this Agreement, the parties agree to choose the Sidoarjo District Court Secretariat as a choice of forum for dispute
resolution. The parties are in the process of extending the Agreement. The parties remain subject to the Agreement and continue to perform their rights and obligations pursuant to this Agreement.
3. Loan Agreement and Promissory Notes dated December 23, 2015, privately arranged and duly
stamped, between Intertrend and IIL the Agreement. Pursuant to the Agreement, IIL agrees to grant a loan to Intertrend up to a maximum sum of Rp20,000,000,000, which shall be used to
finance working capital subject to the terms and conditions of this Agreement. The applicable interest rate is 12.0 per annum. The Agreement is valid from January 1, 2016, up to December
31, 2016, and may be extended upon the mutual agreement of both parties. With respect to this Agreement, the parties agree to choose the Sidoarjo District Court Secretariat as a choice of forum
for dispute resolution. The parties are in the process of extending the Agreement. The parties remain subject to the Agreement and continue to perform their rights and obligations pursuant to
this Agreement.
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4. Loan Agreement and Promissory Notes dated December 23, 2015, privately arranged and duly
stamped, between Narkata and IIL the Agreement. Pursuant to the Agreement, IIL agrees to grant a loan to Narkata up to a maximum sum of Rp17,100,000,000, which shall be used to finance
working capital subject to the terms and conditions of this Agreement. The applicable interest rate is 12.0 per annum. The Agreement is valid from January 1, 2016, up to December 31, 2016, and
may be extended upon the mutual agreement of both parties. With respect to this Agreement, the parties agree to choose the Sidoarjo District Court Secretariat as a choice of forum for dispute
resolution. The parties are in the process of extending the Agreement. The parties remain subject to the Agreement and continue to perform their rights and obligations pursuant to this Agreement.
5. Loan Agreement and Promissory Notes dated December 23, 2015, privately arranged and duly
stamped, between Integriya and the Company the Agreement. Pursuant to the Agreement, the Company agrees to grant a loan to Integriya up to a maximum sum of Rp17,100,000,000, which
shall be used to finance working capital subject to the terms and conditions of this Agreement. The applicable interest rate is 12.0 per annum. The Agreement is valid from January 1, 2016, up to
December 31, 2016, and may be extended upon the mutual agreement of both parties. With respect to this Agreement, the parties agree to choose the Sidoarjo District Court Secretariat as a choice of
forum for dispute resolution. The parties are in the process of extending the Agreement. The parties remain subject to the Agreement and continue to perform their rights and obligations pursuant to
this Agreement.
13. Material Transactions and Agreements with Third Parties
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