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100.0 or 500,000 shares of the nominal value of each shares which have been placed in the Company as mentioned above, or amounting to Rp500,000,000,000.00, were fully paid by each of the
Shareholders in the form of cash deposit as stated in the consolidated financial statements dated December 31, 2016, 2015 and 2014 which were audited by Teramihardja, Pradhono Chandra Rödl
Partner, Registered Public Accountants, an independent auditor.
The Company changed the nominal value of its shares to Rp100 per share as stated in the Deed of Minutes of Extraordinary General Shareholders of PT Integra Indocabinet No. 13 dated September 7,
2016, drawn up before Dina Chozie, S.H., substitute of Fathiah Helmi, S.H., a Notary in Jakarta.
The Company’s latest capital structure and shareholder composition as of the date of this Prospectus, pursuant to the Deed of Minutes of the Extraordinary General Meeting of Shareholders of PT Integra
Indocabinet No. 13 dated September 7, 2016, drawn up before Dina Chozie, S.H., substitute of Fathiah Helmi, S.H., a Notary in Jakarta, are as follows:
Share capital comprising of ordinary registered shares
with a nominal value of Rp100 per share Description
Number of Shares
Total Nominal Value Rp
Authorized Capital 20,000,000,000
2,000,000,000,000 Issued and Fully Paid-In Capital
-
PT Integra Indo Lestari 4,956,950,000
495,695,000,000 99.14
-
PT Sinergy Mentari Alam 43,050,000
4,305,000,000 0.86
Total Issued and Fully Paid-In Capital 5,000,000,000
500,000,000,000 100.0
Shares in Portfolio 15,000,000,000
1,500,000,000,000 -
The entire 5,000,000,000 shares with a nominal value per share of the Company’s issued shares referred to above, amounting to Rp500,000,000,000.00, have been paid in full by each of the Shareholders.
As of the date of this Prospectus, there are no changes to the Company’s capital structure and shareholder composition.
4. The Company’s Shareholders
A.
PT Integra Indo Lestari the IIL
IIL holds 4,956,950,000 shares, or 99.1 of the Company’s total issued and fully paid-in capital.
Deed of Establishment and Amendments Thereto
IIL was established pursuant to the Deed of Establishment of a Limited Liability Company PT Integra Indo Lestari No. 22 dated December 15, 2011, drawn up before Siti Nurul Yuliami, S.H.,
M.Kn., a Notary in Surabaya, which was approved by the MoLHR by Decree No. AHU- 02030.AH.01.01.Tahun 2012 dated January 12, 2012, and registered in the Company Register in
accordance with the Companies Law under No. AHU-0003255.AH.01.09.Tahun 2012 dated January 12, 2012, and announced in the Supplement No. 9149, State Gazette of the Republic of
Indonesia No. 32 dated April 19, 2013 the IIL’s Deed of Establishment.
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IIL’s Articles of Association has been amended several times, and the last amendment was made based on the Deed of Meeting Resolutions No. 11 dated August 25, 2016, drawn up before Dyah
Ayu Ambarwati, S.H., M.Kn., a Notary in Pasuruan Regency. The deed of which was approved and reported to the MoLHR and registered in the Legal Entity Administration System database of the
Ministry of Law and Human Rights under i Decree No. AHU-0015502.AH.01.02.TAHUN 2016 dated August 29, 2016, and ii the Receipt of Notification No. AHU-AH.01.03-0075424 dated
August 29, 2016, and registered in the Company Register in accordance with the Companies Law under No. AHU-0100371.AH.01.11.TAHUN 2016 dated August 29, 2016, the Deed No. 112016.
Management and Supervision
The composition of IIL’s Board of Commissioners and Directors as set out in the Deed of Shareholder Resolutions of IIL No. 10 dated September 2, 2016, drawn up before Dyah Ayu
Ambarwati, S.H., M.Kn., a Notary in Pasuruan Regency, which was reported to the MoLHR and registered in the Legal Entity Administration System database of the Ministry of Law and Human
Rights under Receipt of Notification of Company Data Change No. AHU-AH.01.01.03-0079879 dated September 14, 2016, and registered in the Company Register in accordance with the
Companies Law under No. AHU-0107033.AH.01.11.TAHUN 2016 dated September 14, 2016, is as follows:
Board of Commissioners Commissioner
: Meity Lin-lin
Directors President Director
: Widjaja Karli
Director :
Stephanie Kane Ilham
Capital Structure and Shareholder composition
Based on the Deed No. 112016, the capital structure and shareholder composition of IIL are as follows:
Share capital comprising of ordinary registered shares
with a nominal value of Rp1,000,000 per share Description
Number of Shares
Total Nominal Value Rp
Authorized Capital 366,000
366,000,000,000 Issued and Fully Paid-In Capital
-
PT Alam Mentari Sejahtera 128,100
128,100,000,000 35.0
-
PT Duta Emerald Utama 91,500
91,500,000,000 25.0
-
PT Sinergy Mentari Alam 146,400
146,400,000,000 40.0
Total Issued and Fully Paid-In Capital 366,000
366,000,000,000 100.0
Shares in Portfolio -
- -
Line of Business
Pursuant to IIL’s Deed of Establishment, the aims and objectives of IIL are to engage in the following lines of business: industry, service, trade, construction, transportation, agriculture, animal
husbandry, fisheries, plantation, forestry and mining.
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To achieve the aims and the objectives referred to above, IIL may carry out the following business activities:
a. To engage in industrial activities; b. To engage in the provision of services;
c. To engage in general trade, at company’s own risk or on behalf of other parties, including export- import trade and inter-island trade, as well as to act as an agent, purveyor, wholesaler,
distributor, or supplier; d. To provide construction services as a general contractor, including, among others, real estate,
office buildings, plants, buildings, bridges, irrigations, electricity, phone, water, gas and other installations related to construction works, including construction planning, implementation and
monitoring. e. To engage in freight and transportation services; and
f. To engage in agriculture, animal husbandry, fisheries, plantation, forestry and mining. IIL’s main business activities currently focus on management services in the areas of information
technology, human resources and financial development.
Key Financial Highlights
in Rupiah
December 31, 2016
Total Assets 682,268,049,666
Total Liabilities 250,934,550,068
Equity 431,333,499,598
Revenue 21,417,461,000
Operating Profit 398,597,050
Profit for the Year 216,172,867,211
A.
PT Sinergi Mentari Alam the SMA
SMA holds 43,050,000 shares, or 0.9 of the Company’s total issued and fully paid-in capital.
Deed of Establishment and Amendments Thereto
SMA was established pursuant to the Deed of Establishment of a Limited Liability Company PT Sinergy Mentari Alam No. 206 dated October 31, 2011, drawn up before Sylvia Gunawan, S.H.,
M.Kn., a Notary in Sidoarjo Regency, which was approved by the MoLHR by Decree No. AHU- 55614.AH.01.01.Tahun 2011 dated November 15, 2016, and was registered in the Company
Register in accordance with the Companies Law under No. AHU-0092225.AH.01.09.Tahun 2011 dated November 15, 2011 the SMA’s Deed of Establishment.
SMA’s Articles of Association has been amended several times, and the last amendment was made based on the Deed of Meeting Resolutions of SMA No. 8 dated August 25, 2016, drawn up before
Dyah Ayu Ambarwati, S.H., M.Kn., a Notary in Pasuruan Regency. The deed of which was reported to the MoLHR and registered in the Legal Entity Administration System of the Ministry of Law and
Human Rights under Receipt of Notification of Amendment to SMA’s Articles of Association No. AHU-AH.01.03-0075426 dated August 29, 2016, and registered in the Company Register in
accordance with the Companies Law under No. AHU-0100374.AH.01.11.TAHUN 2016 dated August 29, 2016, the Deed No. 82016.
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Management and Supervision
The composition of SMA’s Board of Commissioners and Directors as set out in the Deed of Establishment of SMA are as follows:
Board of Commissioners Commissioner
: Stephanie Kane Ilham
Directors Director
: Fransiskus Budi Laksono
Capital Structure and Shareholder composition
Based on the Deed No. 82016, the capital structure and shareholder composition of SMA are as follows:
Share capital with a nominal value of Rp500,000 per share
Description Number of
Shares Total Nominal Value
Rp Authorized Capital
200,000 100,000,000,000
Issued and Fully Paid-In Capital -
PT Intergreen Sinergy Alam 93,264
46,632,000,000 58.0
-
Halim Rusli 67,536
33,768,000,000 42.0
Total Issued and Fully Paid-In Capital 160,800
80,400,000,000 100.0
Shares in Portfolio 39,200
19,600,000,000 -
Line of Business
Pursuant to SMA’s Deed of Establishment, the aims and objectives of SMA are to engage in trade, ground transportation services, construction services and industrial activities.
To achieve the aims and objectives referred to above, SMA may carry out the following business activities:
a. To carry import and export trade as well as domestic trade for products produced independently or by other companies;
b. Act as a wholesaler, supplier, purveyor, franchisee or other similar roles; c. Act as a distributor, agent and representative of other domestic and international companies;
d. To engage in transportation activities, including freight, container, tracking trailer, and other related businesses;
e. To engage in passenger transportation using bus, sedan, and other ground transportation modes;
f. To engage in the provision of services, except for legal and tax services. g. To engage in heavy equipment leasing and machinery leasing services;
h. To engage in motor vehicle operating and capital leases and other related businesses; i. To engage in freight forwarding, packaging and warehousing except veem business, which
includes warehousing and other related businesses; j. To provide construction services as a general contractor, including the construction of real
estate, industrial estate, buildings, apartments, office buildings and hospitals;
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k. To act as a developer, providing construction planning, implementation, monitoring, land acquisition, land opening, back filing and leveling services;
l. To undertake the construction and renovation of buildings, fields, bridges, roads, parks, irrigation dams, airports, including the installation of pilespipes, concrete components, pre-cast concrete,
railway sleepers, other concrete products and other related businesses; and m. To engage in manufacturing of motor vehicle spare parts, wood works and furniture, including
manufacturing and design, sawing, drying, veneer mini plywood, molding and saw milling SMA is currently a non-operating holding company.
Key Financial Highlights
in Rupiah
December 31, 2016
Total Assets 151,955,637,104
Total Liabilities 1,138,450,000
Equity 80,400,000,000
Revenue -
Operating Profit 5,128,212
Profit for the Year 70,367,750,000
5. Organizational Structure
