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VII. Description of The Company and Subsidiaries
1. Brief History
The Company previously known as PT Tri Polyta Indonesia Tbk, domiciled in West Jakarta, is the surviving company in the merger process between TPI and CA pursuant to the Deed of Merger No. 15 dated 9 November 2010, drawn before Amrul Partomuan Pohan, S.H., LL.M.,
Notary in Jakarta, which took effect on 1 January 2011 the “Merger”. Pursuant to the Articles of Association of the Company, the Company’ business activities are to engage in industry, petrochemical, trading, freight
and services. The Company’s Subsidiaries, which are SMI, PBI, Altus, and RPU, are respectively engaged in styrene monomer production and ethyl benzene production, industry, finance, and tank storage
services. The business activities of SMI and PBI are highly related to petrochemical business activities which are conducted by the Company. Altus is a Subsidiary used for financing purposes and RPU provides tank storage service and transportation service with pipe and jetty
management services. The Company was initially established under the name of PT Tri Polyta Indonesia, domiciled in West Jakarta, pursuant to the Deed of
Establishment No. 40 dated 2 November 1984, drawn before RidwanSuselo, S.H., Notary in Jakarta, as a Domestic Investment Company pursuant to Law No. 6 of 1968 on Domestic Investment as amended with Law No. 25 of 2007 on Investment. The Deed of Establishment of TPI
has been amended by the Deed of Entry and Resignation of the Company’s Founder and Amendment to the Articles of Association No. 117 dated 7 November 1987, drawn before J.L Waworuntu, S.H., Notary in Jakarta, which have been ratified by MOLHR pursuant to Decree No.
C2.1786.HT.01.01- Th’88 dated 29 February 1988, registered in the registry book at the Registrar Office of West Jakarta District Court on 30
June 1988 under No. 6391988 and No. 6401988, and announced in the Supplement No. 779 to the State Gazette of the Republic of Indonesia No. 63 dated 5 August 1988 “Deed of Establishment”.
On 27 September 2010, the shareholders of the Company have approved the merger plan with PT Chandra Asri CA whereas the Company becomes the surviving company in such merger process. The Merger took effect on 1 January 2011. In accordance with Article 122 paragraph
1 of the Company Law, the Merger caused the merged company, in this case CA, being dissolved by law and thus all
CA’s assets and liabilities are transferred by law to the Company.
Furthermore, in connection to the Merger and after the Merger, the Articles of Association of the Company has been amended several times, as stated under the following deeds:
1. Deed of Statement of Resolutions of Extraordinary General Meeting of Shareholders No. 23 dated 28 October 2010, drawn before DR.
Amrul Partomuan Pohan, S.H., LL.M., Notary in Jakarta “Deed No. 232010”, whereby the shareholders of the Company resolved to:
a. Restate the resolutions stipulated in the Minutes of Extraordinary General Meeting of Shareholders dated 30 September 2010 and Deed of Statement of Resolutions of Extraordinary General Meeting of Shareholders No. 19 dated 30 September 2010, drawn before
DR. Amrul Partomuan Pohan, S.H., LL.M., Notary in Jakarta, among others, to approve the changes of the Company’s status in
relation to the sharesownership in the Company, from previously as a Domestic Investment Company into Foreign Investment Company, and thus amend article 2 of the Company’s Articles of Association;
b. Restate the resolutions stipulated in the Minutes of Extraordinary General Meeting of Shareholders dated 27 October 2010, among others, as follows:
i approve the merger between the Company and CA, where the Company is the surviving entity; ii
approve the amendment to the Company’s Articles of Association to be in compliance with the Merger Plan and Concept of the Deed of Merger, among others as follows:
- Changes
of the Company’s name from PT Tri Polyta Indonesia Tbk to PT Chandra Asri Petrochemical Tbk and therefore amend article 1 paragraph 1 of the Company’s Articles of Association;
- Changes of the purposes and objectives as well as the
business activities of the Company in accordance with the “Concept of Amendment to the Articles of Association of
PT Tri Polyta Indonesia Tbk” and to amend article 3 paragraph 1 and 2 of the Company’s Articles of Association;
- Increase of authorized capital of the Company from Rp.1,030,000,000,000.00 to Rp.12,264,785,664,000.00 and therefore
amend article 4 paragraph 1 of the Company’s Articles of Association; -
Increase of issued and paid up capital of the Company from Rp.728,401,000,000.00 to Rp.3,066,196,416,000.00 and amend article 4 paragraph 2 of the Company’s Articles of Association;
- Changes of number of members of the Board of Directors of the Company and therefore amend article 13 paragraph 1 of
the Company’s Articles of Association; -
Change of number of members of the Board of Commissioners of the Company and therefore amend article 17 paragraph 1 of the Company’s Articles of Association;
iii Approve the amendment to the Company’s Articles of Association to be adjusted with Bapepam and LK Regulation No. IX.J.1 on
Articles of Association of Companies Conducting Equity Public Offerings and Public Companies; whereas all of the changes above took effect as of 1 January 2011.
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article 1 paragraph 1, article 3 and article 4 of the Company’s Articles of Association have been approved by MOLHR pursuant to its Decree No. AHU.54545.AH.01.02.Tahun 2010 dated 22 November 2010 and have been registered in the Company
Register under No. AHU-0084333.AH.01.09.Tahun 2010 dated 22 November 2010. The amendments to the other articles have been notified to MOLHR pursuant to Notification Letter No. AHU-AH.01.10-30299 dated 25 November 2010, and have been registered in the
Company Register under No. AHU-0085705.AH.01.09.Tahun 2010 dated 25 November 2010.
2. Deed of Statement of Resolutions of Extraordinary General Meeting of Shareholders No. 40 dated 8 December 2011, drawn before FathiahHelmi, S.H., Notary in Jakarta “Deed No. 402011”, whereby the shareholders of the Company resolved to amend the article 17
paragraph 1 of the Articles of Association regarding the Board of Commissioners, into “The Board of Commissioners consists of at least 2 Commissioners and a maximum of 7 Commissioners, 2 of which shall be appointed as the President Commissioner and the Vice President
Commissioner”. Such amendment has been notified to MOLHR pursuant to Notification Letter No. AHU-AH.01.10-40244 dated 12 December 2011 and registered in the Company Register under No. AHU-0101199.AH.01.09.Tahun 2011 dated 12 December 2011.
As of the issuance date of this Prospectus, the Company has 2 plants which are located at Jl. Raya Anyer Km. 123, Ciwandan, Cilegon, Banten 42447 and Jl. Raya Bojonegara, Desa Mangunreja, Kecamatan Bojonegara, KabupatenSerang, Banten 42456.
In conducting its core business, the Company has obtained the following licenses:
No. License Holder
Remarks Expiry Date
General Licenses 1.
Company Registration Certificate “TDP” Company
TDP No. 09.02.1.20.24999 dated 7 January 2011, for the main office; TDP No. 300412000085 dated 22 March 2011, for the branch office in Cilegon.
10 January 2015; 22 March 2016.
Investment License PMA 1.
Company Decree of the Head of the Capital Investment Coordinating Board BKPM No.
51IUIVPMAINDUSTRI2010 dated 31 December 2010 on Merger Business License BKPM grants this license with the following details:
a. Surviving Company: the Company;
b. Merging Company : CA;
c. Merger Company : the Company.
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Operational Licenses 1.
Importer’s Identification Number Company
Importer’s Identification Number – Producer API-P No. 090404518-B dated 11 January 2011 issued by the Head of BKPM on behalf of the Minister of Trade.
Valid as long as the importer conduct its business activities.
2. Sea Water Withdrawal Permit Ijin Pengambilan Air Laut -
“SIPAL” Company
Decree of Cilegon Mayor No. 658.31Kep.433-BLH2011 dated 24 August 2011 24 August 2014
SIPAL shall be renewed at least 3 month prior to its expiry date.
3. Electric Power Business License for Private Use Ijin Usaha Ketenagalistrikan untuk Kepentingan Sendiri -
“IUKS” Company
IUKS Steam Turbine Generator“STG”: Decree of the Head of Industry, Trade and
Cooperative Service Office of Cilegon Municipality No. 671.1147PE2012 dated 28 December 2012.
5 years since 28 December 2012 and shall be re-registered every 2 years to
the Industry, Trade and Cooperative Service Office of Cilegon Municipality.
Company First IUKS Genset: Decree of the Head of Industry, Trade and Cooperative Service
Office of Cilegon Municipality No. 671.1120PE2012 dated 4 October 2012; Second IUKS Genset: Decree of the Head of Industry, Trade and Cooperative
Service Office of Cilegon Municipality No. 671.1119PE2012 dated 4 October 2012.
Shall be re-registered every 2 years to the Industry, Trade and Cooperative
Service Office of Cilegon Municipality.
Company IUKS Genset: Decree of the Head of Industry, Trade and Cooperative Service
Office of Cilegon Municipality No. 671.1148PE2012 dated 28 December 2012. 5 years since 28 December 2012 and
shall be re-registered every 2 years to the Industry, Trade and Cooperative
Service Office of Cilegon Municipality.
4. Power Plant Registration Letter Surat Tanda Daftar Pembangkit Tenaga Listrik
Company Extension of Power Plant Registration Letter No. 671.1149PE2012 dated 28
December 2012, issued by the Head of Industry, Trade and Cooperative Service Office of Cilegon Municipality, Merk: Cummin
5 years since 28 December 2012 and shall be re-registered every 2 years to
the Industry, Trade and Cooperative of Cilegon Municipality.
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