48 44
registered in the Company Registry under No. AHU-0066527.40.80.2014 dated 1 July 2014, which stipulated the approval of the shareholders to i increase the Company’s authorized capital, ii increase the
Company’s issued and paid-up capital.
f. In accordance with Deed of Shareholders Resolutions No. 14 dated 19 August 2014, drawn up before Irma
Bonita, SH., Notary in Central Jakarta, which has received approval from the Minister of Law and Human Rights by virtue of Decree No. AHU-06828.40.20.2014 dated 21 August 2014, and was registered in the
Company Register under TDP No. 09.03.1.70.86232 datd 12 September 2014, whereby the shareholders stipulated their approval to: i change the Company’s status from a Private Limited CompanyNon-public to
a Public Company, ii change the aims and objectives of the Company, iii execute the Company’s plan to conduct an initial public offering, iv list the entire Company’s shares on the Indonesian Stock Exchange, v
execute the Issuer’s Employee Stock Allocation ESA with regard to the Company’s Initial Public Offering of a maximum amount of 3 three percent of the total shares offered in the Company’s initial public offering
and delegate the authority to determine the related procedures to the Board of Directors, vi delegate the authority and power concerning the Substitution Right to the Company’s Board of Directors, vii amend the
Company’s Articles of Association in its entirety to conform with the provision concerning main substances of public company’s articles of association as stipulated in the Capital Market and Financial Institutions
Supervisory Board Rule No. IX.J.I Articles of Association of a Company Conducting an Equity-based Initial Public Offering and a Public Company.
The Company’s head office is located at Sudirman Plaza Building, Plaza Marein 21st Fl, Jl. Jenderal Sudirman Kav. 76-78, Jakarta.
The Company categorized its business activities in shipping and shipyard through the Subsidiaries also management consulting services.
2.
The Company‟s Business Licenses
In conducting its business activities, the Company has obtained the required licenses and approvals from the authorized government agencies, as required by the prevailing laws and regulations. The aforementioned
licenses and approvals are, among others, as follows:
No. License
Validity Issued by
1 Certificate of Company
Registration No. 09.03.1.70.86232
Valid from 12 September 2014 up to 12 September
2018 Head of South Jakarta Municipality
Cooperatives, Small and Medium Enterprises and Trade Department
2 Company Certificate of Domicile
No. 194-1.824.714 Valid from 12 April 2014 up to
12 April 2015 Head of Setiabudi Village
3 Trading Business Permit Surat
Izin Usaha Perusahaan, ―SIUP‖ No.03763-04PB1.824.271
From 9 September 2014, which shall remain valid as
long as the Company continues to operate its
business DKI Jakarta Cooperatives, Small and
Medium Enterprises and Trade Agency
Licenses of the Company‟s Subsidiaries 1 ABPL
In conducting its business activities, ABPL has obtained the required licenses and approvals from the authorized government agencies, as required by the prevailing laws and regulations. The aforementioned licenses and
approvals are, among others, as follows:
No. License
Validity Issued by
1 Certificate of Company
Registration No. 09.05.1.50.31545
Valid from 26 September 2013 up to 12 January 2017
Ministry of Trade, Head of of DKI Jakarta Province Cooperatives,
Small and Medium Enterprises and Trade Department as the Head of
Company Registration Office 2
Importer Identification Number for Producer Angka Pengenal
Importir – Produsen, ―API- P‖No. 090202618-P
From 23 November 2012, which shall remain valid as
long as ABPL continues to operate its business
Ministry of Trade, Head of DKI Jakarta Province Cooperatives,
Small and Medium Enterprises and Trade Department
3 Custom Identity Number
Nomor Identitas Kepabeanan, Indefinite period of time
Directorate General of Customs and Excise, Ministry of Finance of the
49 44
No.
2 omicile
4 up to ge
r 2014,
No.
of DKI
n Number r 2012,
d of
3 ber
ime ms and
45 ‖NIK‖ No. 09.015488
Republic of Indonesia 4
Marine Transportation Business Permit Surat Izin
Usaha Perusahaan Angkatan Laut, ―SIUPAL‖ No. BXXV-
960AL.58 From 18 March 2002, which
shall remain valid as long as ABPL continues to operate its
business Directorate General of Sea
Transport 5
Company Certificate of domicile No.
8791.824IV2014 Valid from 28 May 2014 up to
28 May 2015 Head of South Mangga Dua Village
6 Letter of Reference No.
8791.824IV2014 28 May 2014
Head of South Mangga Dua Village
2 IEL In conducting its business activities, IEL has obtained the required licenses and approvals from the authorized
government agencies, as required by the prevailing laws and regulations. The aforementioned licenses and approvals are, among others, as follows:
No. License
Validity Issued by
1 Certificate of Company
Registration No. 09.05.1.50.60900
Valid from 21 August 2014 up to 14 November 2018
Head of Central Jakarta Cooperatives, Small and Medium
Enterprises and Trade Department. 2
Company Certificate of Domicile No. 9701. 824VI2014
Valid from 13 June 2014 up to 13 June 2015
Head of South Mangga Dua Village 3
Importer Identification Number for Producer API-P No.
090206990-P From 2 February 2011, which
shall remain valid as long as IEL continues to operate its
business DKI Jakarta Cooperatives, Small
and Medium Enterprises and Trade Department
4 Marine Transportation Business
Permit SIUPAL No. B XXXIV- 586AT.54
From 30 October 2008, which shall remain valid as long as
IEL continues to operate its business
Directorate General of Sea Transport
5 Custom Identity Number NIK
No. 09.020582 Indefinite period of time
Directorate General of Customs and Excise
3 SOKL
In conducting its business activities, SOKL has obtained the required licenses and approvals from the authorized government agencies, as required by the prevailing laws and regulations. The aforementioned licenses and
approvals are, among others, as follows:
No. License
Validity Issued by
1 Certificate of Company
Registration No. 09.05.1.50.79844
Valid from 26 September 2013 up to 26 September
2018 Head of DKI Jakarta Province
Cooperatives, Small and Medium Enterprises and Trade Department
2 Importer Identification Number
for Producer API-PNo. 090202467-P
From 20 November 2012, which shall remain valid as
long as SOKL continues to operate its business
Ministry of Trade, Head of DKI Jakarta Province Cooperatives,
Small and Medium Enterprises and Trade Department
3 Custom Identity Number NIK
No. 09.021097 Indefinite period of time
Directorate General of Custom and Excise, Ministry of Finance of the
Republic of Indonesia 4
Marine Transportation Business Permit
SIUPAL No. BXXV-728AL.58
Indefinite period of time
Directorate General of Sea Transport
5 LetterCertificate of Domicile No.
7951.824V2014 Valid from 14 May 2014 up to
14 May 2015 Head of South Mangga Dua Village
4 AMO In conducting its business activities, AMO has obtained the required licenses and approvals from the authorized
government agencies, as required by the prevailing laws and regulations. The aforementioned licenses and approvals are, among others, as follows:
50 46
No. License
Validity Issued by
1
Certificate of Company Registration
No. 09.03.1.50.81665
Valid from 5 September 2014 up to 31 January
2018
Head of South Jakarta Municipality Cooperatives, Small and Medium
Enterprises and Trade Department
as the Head of Company Registration Office
2
Importer Identification
Number for Producer API-P
Nomor: 090507669 From 24 April 2013, which
shall remain valid as long as AMO continues to
operate its business
Head of DKI Jakarta Province Cooperatives, Small and Medium
Enterprises and Trade Department, Ministry of Trade
3 Custom Identity Number NIK
No. 09.041617 Indefinite period of time
Directorate General of Custom and Excise, Ministry of Finance of the
Republic of Indonesia 4
Marine Transportation Business Permit
SIUPAL No. B.X-9AL 001
From 4 January 2013, which shall remain valid
as long as AMO continues to operate its business
Directorate General of Sea Transport
5
Company Certificate of
Domicile
No. 83-1.824.72014 Valid from 10 February
2014 up to 10 February 2015
Head of Setiabudi Village
5 MOS In conducting its business activities, MOS has obtained the required licenses and approvals from the authorized
government agencies, as required by the prevailing laws and regulations. The aforementioned licenses and approvals are, among others, as follows:
No. Izin
Jangka waktu Dikeluarkan oleh
1
Importer Identification Number for Producer API-P
No. 310200004-K Valid from 29 October
2012 up to 29 October 2017
Head of Karimun Free Trade and Free Port Areas Management
Board, Ministry of Trade
2 Custom Identity Number NIK
No. 05.022117 Indefinite period of time
Directorate General of Custom and Excise
3 Decision Letter of the Ministry of
Trade No. KP 17 Tahun 2013 From 7 January 2013,
which shall remain valid as long as the Private
Interest is managed to support MOS’ business
activities Minister of Trade
4 Grant of License to Reclaim
Land No KP.109 tahun 2013 04 February 2013
Ministry of Trade 5
Certificate of Company
Registration
under No 33.05.1.33.00506
Valid from 24 September 2014 up to 12 June 2019
Government of Karimun Regency, Head of Integrated Licensing and
Capital Investment Board of Karimun Regency
6 Building Permit under No
1611BPPTIMB-502011 Indefinite period of time
Head of Integrated Licensing Services of Karimun Regency
7 Building Permit under No
1672BPPTIMB-572011 Indefinite period of time
Head of Integrated Licensing Services of Karimun Regency
8
Agreement on Environmental Impact Analysis Terms of
Reference Kerangka Acuan Analisis Dampak Lingkungan
Hidup, “KA-ANDAL‖ under
No. 142.D year 2013 -
Regent of Karimun
9
Certificate of Environmental Feasibility of Shipyard
Industry Development Activities
under No. 169. C. Year 2013
- Regent of Karimun
10
Certificate of Environmental Permit of Shipyard Industry
Development Activities
under -
Regent of Karimun
51 46
No.
mpany nicipality
tion
, which
vince
r NIK m and
tation
2013,
of Sea ficate of
ruary
No. tu
tion
ctober
de and
2 r NIK
iod of time m and
2013,
4 claim
2013
any egency,
6 r No
iod of time
sing
7 r No
iod of time
sing nvironmental
mental
mental
47 No. 169.D Year 2013
11 Office Location License under
No 121.B year 2008 -
Regent of Karimun 12
Business License under No I3IUPMDNIndustri2012
From 25 May 2012, which shall remain valid as long
as MOS continues to operate its business
Head of Karimun Free Trade and Free Port Areas Management
Board
13 Company Certificate of Domicile
No. 10 DPII2014 From 10 February 2014,
which shall remain valid as long as there is no
changes in domicile
Head of Pangke Village, Karimun Regency, Meral District, Pangke
Village
14 Trade Business License No.
1573BPMPTSIUP- PB15VI2014
Valid from 12 June 2014 up to 12 June 2019
Head of Integrated Licensing and Capital Investment Board of
Karimun Regency
15 Business Location Permit No.
1555BPMPTSITU- 5892014 12 June 2014, with
compulsory reporting on 31 December 2014
Head of Integrated Licensing and Capital Investment Board of
Karimun Regency
16 Industry Business License No.
503.BPPT-IUIVIII201101 23 August 2011
Head of Integrated Licensing Board of Karimun Regency
6 PUL In conducting its business activities, PUL has obtained the required licenses and approvals from the authorized
government agencies, as required by the prevailing laws and regulations. The aforementioned licenses and approvals are, among others, as follows:
No. License
Validity Issued by
1
Certificate of Company Registration
No. 09.05.1.50.68396
Valid from 22 August 2014 up to 8 April 2016
Head of Central Jakarta Municipality Cooperatives, Small
and Medium Enterprises and Trade Department
2 Company Certificate of Domicile
No. 8801.824V2014 Valid from 28 May 2014
from 28 May 2015 Head of South Mangga Dua Village
3
Marine Transportation Business Permit
SIUPAL No. 16 XXXIV.114AT.54
From 17 February 2011, which shall remain valid
as long as PUL continues to operate its business
Directorate General of Sea Transport
4
Importer Identification Number for Producer
API-P No. 090201233-P
From 3 October 2012, which shall remain valid
as long as PUL continues to operate its business
Head of DKI Jakarta Province Cooperatives, Small and Medium
Enterprises and Trade Department
5 Customs Identity Number NIK.
Under No. 09.025017 Indefinite period of time
Directorate General of Customs and Excise
7 SML
In conducting its business activities, SML has obtained the required licenses and approvals from the authorized government agencies, as required by the prevailing laws and regulations. The aforementioned licenses and
approvals are, among others, as follows:
No. License
Validity Issued by
1 Certificate of Company
Registration No. 09.03.1.49.89031
Valid from 12 February 2014 up to 12 February
2019
Head of South Jakarta Municipality Cooperatives, Small and Medium
Enterprises and Trade Department
2 Marine Transportation Business
Permit SIUPAL No. B.X-738AL 001
Indefinite period of time Directorate General of Sea Transport in
Jakarta 3
Company Certificate of Domicile No. 145-1.824.7201
Valid from 13 March 2013 up to 13 March
2015 Head of Setiabudi Village
52 48
3. Development of the Company‟s Share Ownership
From the date of establishment up to the date of issuance of this Prospectus, the development of capital structure and share ownership of the Company is as follows:
Year 2010 Based on the Company’s Deed of Establishment, i.e., Deed No. 16 dated 13 August 2010, the Company’s capital
structure and share ownership is as follows:
No. Description
Nominal Value Rp 1,000,000 per share Number of
Shares Total Nominal Rp
Authorized Capital 200,000
200,000,000,000 Issued and Paid-up Capital:
1. PT, Soechi Group
50,000 50.000.000.000
99.9 2.
Go Darmadi 50
50.000.000 0.1
Total Issued and Paid-up Capital 50,050
50,050,000,000 100.0
Shares in Portfolio
149,950 149,950,000,000
At the time of establishment has been fully paid in cash to the Company. Year 2012
Based on Deed of PT Soechi Lines Shareholders Resolution No. 52 dated 13 December 2012, drawn up before Yulia, SH., Notary in South Jakarta, which was approved by the Minister of Law and Human Rights by virtue of
Decree No. AHU-64231.AH.01.02.Tahun 2012 dated 14 December 2012, registered in the Company Registry No. AHU-0108796.AH.01.09.Tahun 2012 dated 14 December 2012, and registered in the Company Register under
Certificate of Company Registration No. 09.03.1.70.86232 dated 13 September 2013, which stipulated the shareholders’ approval to: i change the nominal value of the shares from Rp 1,000,000 one million Rupiah per
share to Rp 100 one hundred Rupiah, ii increase the Company’s authorized capital from Rp 200,000,000,000 two hundred billion Rupiah to Rp 400,000,000,000 four hundred billion Rupiah and increase the Company’s
issued and paid-up capital from Rp 50,050,000,000 fifty five billion fifty million Rupiah to Rp 107,208,100,000 one hundred seven billion two hundred eight million one hundred thousand Rupiah, thereby changing the
Company’s shareholding structure to the following:
No. Description
Nominal Value Rp 100 per share Number of
Shares Total NominalRp
Authorized Capital 4,000,000,000
400,000,000,000 Issued and Paid-up Capital:
1. PT Soechi Group
1,007,756,141 100.775.614.100
94.00 2.
Go Darmadi 21,441,620
2.144.162.000 2.00
3. Paulus Utomo
21,441,620 2.144.162.000
2.00 4.
Hartono Utomo 21,441,620
2.144.162.000 2.00
Total Issued and Paid-up Capital 1,072,081,001
107,208,100,100 100.00
Shares in Portfolio 2,927,918,999
292,791,899,900
The Company’s capital structure referred to above, which was stated in accordance with the Deed of Shareholders Resolution No 52 dated 13 December 2012, have been conducted entirely in cash by PT Soechi
Group Rp50,775,614,100 507.756.141 shares, Go Darmadi Rp2,094,162,000 20.941.620 shares, Paulus Utomo Rp2,144,162,000 21.441.620 shares, and Hartono Utomo Rp2,144,162,000 21.441.620 shares price
paid at face value Rp100, and paid-up capital placed by the Company’s shareholders Year 2013
Based on PT Soechi Lines Shareholders Resolution NO. 192 dated 21 June 2013, drawn up before Yulia, SH., Notary in South Jakarta, which was approved by the Minister of Law and Human Rights by virtue of Decree No.
AHU-34706.AH.01.02.Tahun 2013 dated 26 June 2013, registered in the Company Registry No. AHU- 0060720.AH.01.09 Tahun 2013 dated 26 June 2014, which stipulated the shareholders approval to: i increase
the Company’s authorized capital from Rp 400,000,000,000 four hundred billion Rupiah to Rp 1,400,000,000,000 one trillion four hundred billion Rupiah, ii increase the Company’s issued and paid up
capital from Rp 107,208,100,100 one hundred seven billion two hundred eight million one hundred thousand one hundred Rupiah to Rp 357,208,100,100 three hundred fifty seven billion two hundred eight million one hundred
thousand one hundred Rupiah, thereby changing the Company’s shareholding composition to the following:
53 48
ber of Shares
Rp 200,000
200,000,000,000
1. 50,000
50.000.000.000 99.9
2. 50
50.000.000 0.1
50,050 50,050,000,000
100.0
149,950 149,950,000,000
ber of Shares
p 4,000,000,000
400,000,000,000
1. 756,141
14.100 94.00
2. 1,441,620
2.144.162.000 2.00
3. 1,441,620
2.144.162.000 2.00
4. 1,441,620
2.144.162.000 2.00
1,072,081,001 107,208,100,100
100.00 7,918,999
292,791,899,900
49
No. Description
Nominal Value Rp 100 per share Number of
Shares Total Nominal Rp
Authorized Capital 14,000,000,000
1,400,000,000,000 Issued and Paid-up Capital:
1. PT Soechi Group
3,357,756,141 335.775.614.100
94.00
2. Go Darmadi
71,441,620 7.144.162.000
2.00
3. Paulus Utomo
71,441,620 7.144.162.000
2.00
4. Hartono Utomo
71,441,620 7.144.162.000
2.00 Total Issued and Paid-up Capital
3,572,081,001 357,208,100,100
100.00 Shares in Portfolio
10,427,918,999 1,042,791,899,900
The Company’s capital structure referred to above, which was stated in accordance with the Deed of Shareholders Resolution No 192 dated 21 June 2013, has been contributed entirely in cash by PT Soechi Group
Rp235,000,000,000 2.350.000.000 shares, Go Darmadi Rp5,000,000,000 50.000.000 shares, Paulus Utomo Rp5,000,000,000 50.000.000 shares, and Hartono Utomo Rp5,000,000,000 50.000.000 shares price paid at
face value Rp100, and paid-up capital placed by the Company’s shareholders Year 2014
Based on Deed of Shareholders Resolutions No. 16 dated 30 June 2014, drawn up before Doddy Natadihardja, SH., Notary in Tangerang, which was approved by the Minister of Law and Human Rights of the Republic of
Indonesia by virtue of Decree No. AHU-04800.40.20.2014 Tahun 2014 dated 1 July 2014, registered in the Company Registry No. AHU-0066527.40.80.2014 dated 1 July 2014, and registered in the Company Register
under Certificate of Company Registration No. 09.03.1.70.86232 dated 12 September 2014, which stipulated the shareholders approval to: i increase the authorized capital from Rp 1,400,000,000,000.00 one trillion four
hundred billion Rupiah to Rp 2,300,000,000,000.00 two trillion three hundred billion Rupiah, ii increase the Company’s issued and paid-up capital from Rp 357,208,100,100.00 three hundred fifty seven billion two hundred
eight million one hundred thousand one hundred to Rp 600,000,000,000.00 six hundred billion Rupiah, thereby changing the Company’s capital structure and shareholding composition to be the following:
No. Description
Nominal Value Rp 100 per Share Number of
Shares Total NominalRp
Authorized Capital 23.000.000.000
2.300.000.000.000 Issued and Paid-up Capital
1. PT Soechi Group
5,640,000,000 564.000.000.000
94.00 2.
Go Darmadi 120,000,000
12.000.000.000 2.00
3. Paulus Utomo
120,000,000 12.000.000.000
2.00 4.
Hartono Utomo 120,000,000
12.000.000.000 2.00
Total Issued and Paid-up Capital 6,000,000,000
600,000,000,000 100.00
Shares in Portfolio 17,000,000,000
1,700,000,000,000
The Company’s capital structure referred to above, which was stated in accordance with the Deed of Shareholders Resolution No 16 dated 30 June 2014, has been contributed entirely in cash by PT Soechi Group
Rp228,224,385,900 2.282.243.859 shares, Go Darmadi Rp4,855,838,000 48.558.380 shares, Paulus Utomo Rp4,855,838,000 48.558.380 shares, and Hartono Utomo Rp4,855,838,000 48.558.380 shares price paid at
face value Rp100, and paid-up capital placed by the Company’s shareholders The capital structure presented in the above table is the Company’s latest capital structure as of the date of
issuance of this Prospectus.
4. Management and Supervision
As of the date of issuance of this Prospectus, composition of the Company’s Board of Commissioners and Directors as stated in the Deed of Shareholders Resolutions No. 14 dated 19 August 2014 is as follows:
Board of Commissioners: President Commissioner
: Paulus Utomo
Commissioner :
Johanes Utomo
Independent Commissioner :
Edy Sugito
