66
on AGM dated June 30, 2015 amounted to Rp399.3 billion, partly offset by total comprehensive income fo the period amounted to Rp168.8 billion for the six month period ended June 30, 2015.
The year ending December 31, 2014 compared to the year ending December 31, 2013 and comparison of financial position at December 31, 2014 and December 31, 2013
Profit before tax increased by 62.3 or Rp809.6 billion mainly due to increase in revenue of 45.9 or Rp2,846.6 billion causes by increase in subsidiaries revenue due to increase in sales volume and selling price,
and partially compensated by the increase in cost of goods sold of 39.9 or Rp2,362.8 billion caused by the increase in excise fee and raw material price.
Asset increased by 62.3 or Rp809.6 billion due to an increase in short term receivable of Rp279.1 billion and partialycompensated by decrease in inventory and fixed asset Rp15.8 billion and Rp11.5 billion
respectively.
2. Sampoerna Printpack a. Brief History
Sampoerna Printpack is a limited company established pursuant to the prevailing regulations in Indonesia, located in Surabaya. Sampoerna Printpack was established in 1982 pursuant to the Deed of Establishment
No.44 dated 26 February 1982, as amended in the Deed of Minutes of Meeting No.6 dated June 3, 1986, both made in the presence of Sastra Kosasih, Notary in Surabaya, whose deed has been approved by the Minister
of Justice in the Decree No. C2-6705HT01.01TH86, dated September 27, 1986 and was announced in Berita Negara Republik Indonesia No. 95 dated November 28, 1986, Additional No. 1476.
The Articles of Association had been amended several times. The last amendment was as attached in the Deed of Resolution Statement of the Shareholders of Sampoerna Printpack without the Conduct of an Extraordinary
Annual General Meeting No.6, dated August 20, 2008, made in the presence of Khusnul Yaqin, S.H., M.Hum., Notary in Surabya, whose deed has been approved by the Minister of Law and Human Rights in accordance
with the Decree No. AHU-73448.AHU.01.02. in 2008, dated October 14, 2008.
b. Business Activities
Sampoerna Printpack is a company in the printing and packaging industry.
c. Capital Structure and Share Ownership
Based on the latest version of Article of Association, the shareholding structure of Sampoerna Printpack is as follows:
Description Par Value of Rp5,000,000 per Share
Share Amount Par Value Amount Rp
Authorized Capital 36,000
180,000,000,000 Issued and Paid-Up Capital
1.
The Company 28,808
144,040,000,000 80.02
2.
Union Sampoerna 7,192
35,960,000,000 19.98
Number of Issued and Fully Paid 36,000
180,000,000,000 100
Unissued Shares -
- -
d. Management and Monitoring
Based on the Deed of Resolution Statement of Sampoerna Printpack General Meeting of Shareholder No.34, dated Januari 10, 2014, made in the presence of Aryanti Artisari, S.H., M.Kn., Notary in Jakarta, whose deed
has been notified to the Minister of Justice and Human Rights according to the Receipt Letter of Notification No. AHU-AH.01.10-03810, dated February 10, 2014 and as of the date this Prospectus is publishes, the
structure of the Board of Commissioners and Board of Directors of Sampoerna Printpack is as follows:
Board of Commissioner
Commissioner : Maria Lingkan Setyawti Bera
Board of Directors
Director : Sugiharto Hartono
e. Important Financial Information
67
The following table illustrates the financial milestone of Sampoerna Printpack whose numbers are quoted from their auditedfinancial statement for the 6 six month period ending June 30, 2015, and the year ending
December 31, 2014, 2013 and 2012. The financial statements had been audited based on audit standard by Indonesan Institute Of Certifed
Public Accountants “IICPA” by by KAP Tanudiredja, Wibisana Partner member of PriceWaterhouseCoopers with unqualified opinion in regards to those financial statements.
Consolidated financial information of Sampoerna Printpack for the six month period ending June 30, 2014 adopted from Panamas concolidated financial statement were not audited for the six month period ended
June 30, 2014 were prepared and presented accordance with the Financial Accounting Standards “FAS” in Indonesia.
in billion Rupiah
Description June 30, 2015
December 31 2014
2013 2012
Asset 251.6
244.8 256.4
267.4 Liabilities
27.0 20.6
24.5 34.4
Equity 224.6
224.2 231.9
233.0 in billion Rupiah
Description For the six months ended June 30
For the year ended December 31 2015
2014 2014
2013 2012
Net Revenue 46.0
37.7 82.4
80.8 77.3
Selling expenses 42.9
35.4 88.0
72.2 56.9
Profitloss before tax 0.9
1.4 8.6
0.8 1.1
Net profit for the period and total comprehensive income
0.6 1.2
6.8 1.1
0.6
Six-month period ending June 30, 2015 compared to the six month period ending June 30, 2014 unaudited and comparison of financial position for June 30, and December 31, 2014
Sampoerna Printpack recorded profit before tax of Rp0.9 billion for six month period copared to loss before income tax of Rp1.4 billion for the same period in 2014. This is mainly caused by increased in revenue by
22.1 or Rp8.3 billion compensated by increase in selling expense by 21.1 or Rp7.5. Sampoerna Printpack asset increased by 2.8 or Rp6.8 billion due to increasein short term receivable of
Rp13.7 billion compensated by decreased in inventory of Rp6.5. Sampoerna Printpack liability increased by 31.4 or 6.4 due to increase in account receivable.
Increased in Sampoerna Printpack equity of Rp0.4 billion mainly caused by net income for the six month period ended on June 30, 2015.
The year ending December 31, 2014 compared to the year ending December 31, 2013 and comparison of financial position on December 31, 2014 and December 31, 2013.
Loss before tax for period ended December 31, 2014 increased by Rp7.8 billion, mainly caused by fixed asset depreciation of Rp6.4 billion in 2014.
Asset decreased by 4.5 or Rp11.6 billion billion due to asset depreciation of Rp6.4 billion and decreased in inventory of Rp7.1 billion caused by decrease in raw material purchased, partialy compensated by increased
in short term receivable of Rp2.8 billion. Liabilities decreased by 16.2 or Rp3.9 billion mainly caused by decreased in income tax payable of Rp4.6
billion related to fiscal lost for the year ended on December 31, 2014. Decreased in equity of Rp7.7 billion caused by net loss of Sampoerna Printpact of the year ended on December
31, 2014.
3.
Union Sampoerna
a.
Brief History
Union Sampoerna is a limited company established pursuant to the prevailing regulations in Indonesia, located in South Jakarta. Union Sampoerna was established in 1999 pursuant to the Deed of Establishment No.76
dated September 18, 1999, made in the presence of Sutjipto, S.H., then Notary in Jakarta, whose deed has been approved by the Minister of Justice in the Decree No. C4969 HT.01.01.TH.2000, dated March 3, 2000
and was registered in Company List on The Authorized Indonesia Official For Certificate Of Origin in North
68
Jakarta No. 1579BH 09.01IX2005 dated September 26, 2005. The Articles of Association had been amended several times. The last amendment was as attached in the Deed
of Shareholders’ Resolution Statement on Amendment of Articles of Association No.61, dated May 7, 2010, made in the presence of Aulia Taufani, S.H., as a replacement to Sutjipto, S.H., then Notary in Jakarta, whose
deed has been approved by the Minister of Law and Human Rights in accordance with the Decree No. AHU- 27101.AH.01.02. in 2008, dated May 27, 2010 and announced in Berita Negara Republik Indonesia No. 48
dated June 17, 2011,additional No. 14996.
Business Activities
Union Sampoerna is a company in the general trade industry.
b. Capital Structure and Share Ownership
Based on the latest version of the Article of Association, the shareholding structure of Union Sampoerna is as follows:
Description Par Value of Rp1,000,000 per Share
Share Amount Par Value Amount Rp
Authorized Capital 18.000
Rp18.000.000.000 Issued and Paid-Up Capital
1. The Company 7.999
Rp7.999.000.000 99,99
2.
Panamas 1
Rp1.000.000 0,01
Number of Issued and Fully Paid 8.000
Rp8.000.000.000 100,00
Unissued Shares 10.000
Rp10.000.000.000 -
c. Management and Monitoring
Based on the Deed of Resolution Statement of Shareholder No.36, dated January 10. 2014, made in the presence of Aryanti Artisari, S.H., M.Kn., Notary in Jakarta, whose deed has been notified to the Minister of
Justice and Human Rights according to the Receipt Letter of Notification No. AHU-AH.01.10-02914, dated January 27, 2014 and as of the date this Prospectus is publishes, the structure of the Board of Commissioners
and Board of Directors of Union Sampoerna is as follows: Board of Commissioner
Commissioner
: Henny Susanto
Board of Directors Director
: Maria Lingkan Setyawati Bera
d. Important Financial Information
The following table illustrates the financial milestone of Sampoerna Printpack whose numbers are quoted from their audited financial statement for the 6 six month period ending June 30, 2015, and the year ending
December 31, 2014, 2013 and 2012. The financial statements had been audited based on audit standard by Indonesan Institute Of Certifed Public Accountants “IICPA” by by KAP Tanudiredja, Wibisana Partner
member ofPriceWaterhouseCoopers with unqualified opinion in regards to those financial statements. Consolidated financial information of Union Sampoerna for the six month period ending June 30, 2014
adopted from Panamas concolidated financial statement were not audited for the six month period ended
June 30, 2014 were prepared and presented accordance with the Financial Accounting Standards “FAS” in Indonesia.
in billion Rupiah
Description June 30, 2015
December 31 2014
2013 2012
Asset 38.1
38.1 38.1
45.5 Liabilities
0.0 0.0
0.0 0.0
Equity 38.1
38.1 38.1
45.5
69
in billion Rupiah
Description For the six months ended June 30
For the year ended December 31 2015
2014 2014
2013 2012
Finance Income 0.0
0.0 0.0
0.2 0.2
Finance Cost 0.0
0.0 0.0
0.0 0.0
Profit before tax 0.0
0.0 0.0
0.2 0.2
Net profit for the period and total comprehensive income
0.0 0.0
0.0 0.1
0.1
Union Sampoerna is a dormant company, statement of financial position and statements of income and other comprehensive income for period ending June 30 2015 and 2014 and for the year ended December 31, 2014,
2013, did not show significant movement.
4.
Wahana Sampoerna a. Brief History
Wahana Sampoerna is a limited company established pursuant to the prevailing regulations in Indonesia, located in South Jakarta. Wahana Sampoerna was established in 1989 pursuant to the Deed of Establishment
No.7 dated Apri 10,l 1989, made in the presence of Sastra Kosasih, S.H., Notary in Surabaya, whose deed has been approved by the Minister of Justice in the Decree No. C2.7620.HT.01.01-Th.89, dated August 19, 1989
and was announced in Berita Negara Republik Indonesia No. 75 dated September 18, 1990, Additional No. 3456.
The Articles of Association had been amended several times. The last amendment was as attached in the Deed of Resolution Statement of the Shareholders of Panamas without the Conduct of an Extraordinary Annual
General Meeting No.6, dated July 21, 2008, made in the presence of Khusnul Yaqin, S.H., M.Hum., Notary in Surabaya, whose deed has been approved by the Minister of Law and Human Rights in accordance with the
Decree No. AHU-50789.AH.01.02. in 2008, dated August 13, 2008.
b. Business Activities
Wahana Sampoerna is a company in the property, trade and services industry.
c. Capital Structure and Share Ownership
Based on the latest version of the Article of Association, the shareholding structure of Wahana Sampoerna is as follows:
Description Par Value of Rp5,000,000 per Share
Share Amount Par Value Amount Rp
Authorized Capital 3,000
Rp15,000,000,000 Issued and Paid-Up Capital
1. The Company 1,729
Rp8,64y5,000,000 99.94
2. Panamas 1
Rp5,000,000 0.06
Number of Issued and Fully Paid 1,730
Rp8,650,000,000 100.00
Unissued Shares 1,270
Rp6,350,000,000 -
d. Management and Monitoring
Based on the Deed of Resolution Statement of Shareholder No. 50, dated July 10, 2015, made in the presence of Aryanti Artisari, S.H., M.Kn., Notary in South Jakarta, whose deed has been notified to the Minister of Justice
and Human Rights according to the Receipt Letter of Notification of Data Changes of Wahana Sampoerna No. AHU-3531997.AH.01.11.Year 2015 dated 10 Juli 2015 and as of the date this Prospectus is publishes, the
structure of the Board of Commissioners and Board of Directors of Wahana is as follows: Board of Commissioner
Commissioner : Sugiharto Hartono
Board of Directors
Director : Maria Lingkan Setyawati Bera
e. Important Financial Information
The following table illustrates the audited financial milestone of Wahana Sampoerna whose numbers are quoted from their financial statement for the 6 six month period ending June 30, 2015, and the year ending December
70
31, 2014, 2013 and 2012. The financial statements had been audited based on audit standard by Indonesan Institute Of Certifed Public Accountants “IICPA” by by KAP Tanudiredja, Wibisana Partner member of
PriceWaterhouseCoopers with unqualified opinion in regards to those financial statements.Consolidated financial information of Wahana Sampoerna for the six month period ending June 30, 2014 adopted from
Panamas concolidated financial statement were not audited for the six month period ended June 30, 2014 were
prepared and presented accordance with the Financial Accounting Standards “FAS” in Indonesia.
in billion Rupiah
Description June 30, 2015
December 31 2014
2013 2014
Asset 21.4
16. 3 11. 2
13.4 Liabilities
6.1 5.9
0. 5 0.4
Equity 15.3
10.4 10.7
13.0 in billion Rupiah
Description For the six months ended June 30
For the year ended December 31 2015
2014 2015
2014 2012
Revenue 0.6
0.6 1.3
2.0 2.0
General and Administrative Expense 0.1
0.2 0.5
0.7 0.5
Profitloss before tax 5.9
0.1 0.1
0.1 42.4
Net profit for the period and total comprehensive income
6.5 0.4
0.7 1.1
38.5
Description 5.0
0.4 0.6
1.1 38.5
Six-month period ending June 30, 2015 compared to the six month period ending June 30, 2014 unaudited and comparison of financial position for June 30, and December 31, 2014
Wahana Sampoerna recorded an increased in profit before tax by 1,441.5 or Rp6.1 billion mainly caused by increased in other income of Rp6.0 billion mainly from income on the sale of land and building. This resulted
increase in net income for the period amounted to 1127.5 or Rp4.6 billion. Total asset increased by 31. 6 or Rp5.2 billion due to increase in short term financial asset of Rp5.0 billion.
Liabilities increased by 2.9 or Rp0.2 billion, from increase in tax payable. Equity increased by 48.0 or Rp5.0 billion from net income for the period.
The year ending December 31, 2014 compared to the year ending December 31, 2013 and comparison of financial position on December 31, 2014 and December 31, 2013.
Profit befor tax fot Wahana Sampoerna decreased by 39.8 or Rp0.5 billion mainly caused by decreased in rent income from land and building in 2014. Laba sebelum pajak penghasilan Wahana Sampoerna menurun
sebesar 39.8 atau sebesar Rp0.5 miliar terutama disebabkan penurunan pendapatan sewa tanah dan bangunan pada tahun 2014. This resuted in decreased in income for the year by 40.5 or Rp0.4 billion.
Wahana Sampoerna Asset increased by 45.5 or Rp5.0 billion because of increase in other short term financial asset. Liabilities increased by 1,193.0 or Rp5.5 billion caused by advanced payment of land sold.Equity
decreased by 3.7 or Rp0.4 billion because of dividend payment in 2014 of Rp1.0 billion Ekuitas mengalami penuruan sebesar 3.7 atau sebesar Rp0.4 miliar karena pembayaran dividen di tahun 2014 sebesar Rp1.0
miliar which partially offset by profit in 2014 of Rp0.6 billion.
5.
HMSE
a.
Brief History
HMSE is a limited company established pursuant to the prevailing regulations in Indonesia, located in Siduarjo. HMSE was established in 1990 pursuant to the Deed of Establishment No.78 dated 19 April 1990, as amended
in the Deed of Amandment No.27 dated October 10, 1991 and Deed of Amandment No.104 dated November 28, 1991, both made in the presence of Rukmasanti Hardjasatya S.H.,, Notary in Jakarta, whose deed has been
approved by the Minister of Justice in the Decree No. C2-7694 HT.01.01.Th91, dated March 11, 1995, Additional No. 3165.
The Articles of Association had been amended several times. The last amendment was as attached in the Deed of Resolution Statement of the Shareholders of HMSE without the Conduct of an Extraordinary Annual General
Meeting No.165, dated July 17, 2009, made in the presence of Khusnul Yaqin, S.H., M.Hum., Notary in Surabaya, whose deed has been approved by the Minister of Law and Human Rights in accordance with the
Decree No. AHU-50789.AH.01.02. in 2009, dated August 26, 2009 and was registered in Company List on Integrated Permit Service Agency Siduarjo District dated August 2, 2012.
b. Business Activities
71
HMSE is a company in cigarette manufacturer and trades.
c. Capital Structure and Share Ownership
Based on the latest version of the Article of Association, the shareholding structure of HMSE is as follows:
Description Par Value of Rp10,000 per Share
Share Amount Par Value Amount Rp
Authorized Capital 500,000
Rp5,000,000,000 Issued and Paid-Up Capital
1. The Company 399,999
Rp3,999,990,000 99.99
2. Panamas 1
Rp10,000 0.01
Number of Issued and Fully Paid 400,000
Rp4,000,000,000 100.00
Unissued Shares 100,000
Rp1,000,000,000 -
d. Management and Monitoring
Based on the Deed of Resolution Statement of Shareholder No. 30, dated February 12, 2014, made in the presence of Aryanti Artisari, S.H., M.Kn., Notary in Jakarta, whose deed has been notified to the Minister of
Justice and Human Rights according to the Receipt Letter of Notification No. AHU-AH.01.10-02914, dated February 21, 2014 and as of the date this Prospectus is publishes, the structure of the Board of Commissioners
and Board of Directors of HMSE is as follows: Board of Commissioner
Commissioner : Henny Susanto
Board of Directors
Director : Efendy Anggono
e. Important Financial Information
The following table illustrates the financial milestone of HMSE whose numbers are quoted from their auditedfinancial statement for the 6 six month period ending June 30, 2015, and the year ending December
31, 2014, 2013 and 2012. The financial statements had been audited based on audit standard by Indonesan Institute Of Certifed Public Accountants “IICPA” by by KAP Tanudiredja, Wibisana Partner member
ofPriceWaterhouseCoopers with unqualified opinion in regards to those financial statements. Consolidated financial information of HMSE for the six month period ending June 30, 2014 adopted from
Panamas concolidated financial statement were not audited for the six month period ended June 30, 2014 were prepared and presented accordance with the Financial Accounting Standards “FAS” in Indonesia.
in billion Rupiah
Description June 30, 2015
December 31 2014
2013 2014
Asset 4.4
4.6 9.2
36.2 Liabilities
46.7 44.8
37.0 50.0
Equity 42.3
40.2 27.8
13.8 in billion Rupiah
Description For the six months ended June 30
For the year ended December 31 2015
2014 2015
2014 2012
Revenuenet of return 0.1
19.7 19.9
262.5 277.8
Cost of Goods Sold, General and Administrative Expense
0.2 10.7
10.6 274.1
294.3 Profitloss before tax
2.0 10.1
12.1 14.1
19.1 Net profit for the period and total
comprehensive income 2.0
9.2 12.4
14.0 19.1
HMSE has stopped its production since July 2013 and become a dormant company, statement of financial position and statements of income and other comprehensive income for period ending June 30 2015 and
2014 and for the year ended December 31, 2014, 2013, did not show significant movement, expecpt for matters relating to cessation of production.
72
6. Persada a. Brief History
