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DISCLOSURE OF INFORMATION OF
PT CHANDRA DAYA INVESTASI TBK
This Disclosure of Information is prepared in order to fulfill the requirements of Regulation of
the Financial Services Authority of the Republic of Indonesia (“OJK”) Number
42/POJK.04/2020 on Affiliated Transaction and Transaction of Conflict of Interest (“POJK
42/2020”).
PT Chandra Daya Investasi Tbk
(the “Company”)
Line of Business:
Holding Company
Management Consultation
Head Office:
Wisma Barito Pacific Tower A, 5th Floor
Jl. Letjen S. Parman Kav. 62-63, Jakarta 11410
Telephone: (021) 530 7950
Faximile: (021) 530 8930
E-mail: corporatesecretary.cdi@capcx.com
Website: https://chandradaya-investasi.com/
Subject: Disclosure of Information on the Affiliated Transaction in connection with Capital
Injection and Share Acquisition of PT Chandra Shipping International and PT
Marina Indah Maritim by the Company
This Disclosure of Information is published in Jakarta on 3 October 2025
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BACKGROUND
PT Chandra Shipping International (“PT CSI”) and PT Marina Indah Maritim (“PT MIM”) are
entities engaged in sea transportation activities. Prior to the Transaction Date (as defined
below), the Company, which at that time was a Foreign Investment Company (Penanaman
Modal Asing or “PMA”), owned 49% (forty nine percent) of the issued shares in PT CSI and
PT MIM. Due to the foreign ownership restriction in sea transportation activities, the Company
involved PT Buana Primatama Niaga (“PT BPN”), a Domestic Investment Company
(Penanaman Modal Dalam Negeri or “PMDN”) established and existing under the laws of
Indonesia, to hold 51 (fifty one percent) of the shares in PT CSI and PT MIM.
The shareholding structure of PT CSI and PT MIM at that time is presented in the following
scheme:
Since PT CSI and PT MIM have commenced operations, both entities required additional
capital injection from their existing shareholders, namely the Company and PT BPN, in order
to expand their businesses in the logistic sector. Subsequently, following the Company’s
change of status into PMDN, the Company resolved to acquire the shares of PT CSI and PT
MIM owned by PT BPN. The explanation of each stage of the transaction is as follows:
1. Intercompany Loan Transaction
In essence, Presidential Regulation Number 10 of 2021 on Investment Business Fields
as amended by Presidential Regulation Number 49 of 2021 (“Positive Investment
List”) imposes restrictions on foreign ownership in companies engaged in sea
transportation activities. Aside from that, in its implementation, the Company also
considered the application of the national cabotage principle in shipping activities within
Indonesian seas, which, in principle, must be carried out by national companies.
Based on these restrictions, the Company and PT BPN were required to maintain their
respective shareholding portion in PT CSI and PT MIM at the time both entities needed
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additional capital for business expansion until the Company’s change of status into
PMDN became effective.
As a follow-up, the Company and PT BPN entered into a loan agreement dated 28 June
2024, as amended by the First Amendment to the Loan Agreement dated 10 June 2025
(“Loan Agreement”). This Loan Agreement served as the basis for the Company to
provide loan facilities to PT BPN to support PT BPN’s daily business operations,
including but not limited to equity participation in PT CSI and PT MIM, as well as advance
payment for the share acquisition of PT CSI and PT MIM by the Company.
2. Capital Injection Transaction in PT CSI
Pursuant to Deed of Restatement of Shareholders’ Resolution of PT CSI Number 1
dated 1 October 2025, drawn up before Jose Dima Satria, S.H., M.Kn., a Notary in
Jakarta, which has been approved by the Minister of Law of the Republic of Indonesia
(formerly known as the Minister of Law and Human Rights of the Republic of Indonesia,
hereinafter referred to as the “MOL”) by virtue of Decree Number AHU-
0066733.AH.01.02.TAHUN 2025 dated 2 October 2025 as well as has been notified to
the MOL by virtue of Notification Receipt on Amendment to the Articles of Association
of PT CSI Number AHU-AH.01.03-0240092 dated 2 October 2025, (“Capital Increase
Deed of PT CSI”), PT CSI increased its issued and paid-up capital from
Rp127,650,000,000.00 (one hundred twenty-seven billion six hundred fifty million
Rupiah) to Rp2,848,458,600,000.00 (two trillion eight hundred forty-eight billion four
hundred fifty-eight million six hundred thousand Rupiah), which was subscribed by:
(i) The Company, in the amount of 8,887,975 (eight million eight hundred eighty-
seven thousand nine hundred seventy-five) new ordinary shares equivalent to
Rp1,333,196,250,000.00 (one trillion three hundred thirty-three billion one
hundred ninety-six million two hundred fifty thousand Rupiah); and
(ii) PT BPN, in the amount of 9,250,749 (nine million two hundred fifty thousand seven
hundred forty-nine) new ordinary shares equivalent to Rp1,387,612,350,000.00
(one trillion three hundred eighty-seven billion six hundred twelve million three
hundred fifty thousand Rupiah).
Accordingly, the issued and paid-up capital structure of PT CSI became as follows:
NOMINAL AMOUNT NUMBER OF
NO. SHAREHOLDER NAME %
(IDR) SHARES
1. The Company 1,395,744,750,000 9,304,965 49
2. PT BPN 1,452,713,850,000 9,684,759 51
Total 2,848,458,600,000 18,989,724 100
3. Capital Injection Transaction in PT MIM
Pursuant to Deed of Restatement of Shareholders’ Resolution of PT MIM Number 2
dated 1 October 2025, drawn up before Jose Dima Satria, S.H., M.Kn., a Notary in
Jakarta, which has been approved by the MOL by virtue of Decree Number AHU-
0066742.AH.01.02.TAHUN 2025 dated 2 October 2025 as well as has been notified to
the MOL by virtue of Notification Receipt on Amendment to the Articles of Association
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of PT MIM Number AHU-AH.01.03-0240094 dated 2 October 2025, (“Capital Increase
Deed of PT MIM”), PT MIM increased its issued and paid-up capital
Rp523,680,000,000.00 (five hundred twenty-three billion six hundred eighty million
Rupiah) to Rp2,326,459,500,000.00 (two trillion three hundred twenty-six billion four
hundred fifty-nine million five hundred thousand Rupiah), which was subscribed by:
(i) The Company, in the amount of 8,833,619 (eight million eight hundred thirty-three
thousand six hundred nineteen) new ordinary shares equivalent to
Rp883,361,900,000.00 (eight hundred eighty-three billion three hundred sixty-one
million nine hundred thousand Rupiah); and
(ii) PT BPN, in the amount of 8,833,619 (eight million eight hundred thirty-three
thousand six hundred nineteen) new ordinary shares equivalent to
Rp883,361,900,000.00 (eight hundred eighty-three billion three hundred sixty-one
million nine hundred thousand Rupiah).
Accordingly, the issued and paid-up capital structure of PT MIM became as follows:
NOMINAL AMOUNT NUMBER OF
NO. SHAREHOLDER NAME %
(IDR) SHARES
1. The Company 1,139,965,100,000 11,399,651 49
2. PT BPN 1,186,494,400,000 11,864,944 51
Total 2,326,459,500,000 23,264,595 100
4. Share Acquisition Transaction of PT CSI and PT MIM by the Company and PT
Chandra Samudera Port (“PT CSP”)
The Company officially changed its status from PMA to PMDN pursuant to Deed of
Restatement of Shareholders’ Resolution on Amendment to the Articles of Association
of PT Chandra Daya Investasi Tbk Number 83 dated 15 July 2025, drawn up before
Jose Dima Satria, S.H., M.Kn., a Notary in Jakarta, which has been notified to the MOL
based on Notification Receipt of Amendment to the Articles of Association Number AHU-
AH.01.03-0187701 dated 17 July 2025 (“The Company’s Articles of Association”).
Following the Company’s change of status to PMDN, the Company was able to become
the majority shareholders in PT CSI and PT MIM, therefore the Company carried out the
share acquisition of PT CSI as set out in Deed of Share Acquisition of PT CSI Number
4 dated 1 October 2025, drawn up before Jose Dima Satria, S.H., M.Kn., a Notary in
Jakarta (“Acquisition Deed of PT CSI”). Based on the Acquisition Deed of PT CSI, it
was agreed that PT BPN sold its shares in PT CSI to the Company amounting to
9,684,758 (nine million six hundred eighty-four thousand seven hundred fifty-eight)
shares with a transaction value of Rp1,461,586,299,084.00 (one trillion four hundred
sixty-one billion five hundred eighty-six million two hundred ninety-nine thousand eighty
four Rupiah)
Furthermore, pursuant to Deed of Sale and Purchase of Shares of PT CSI Number 5
dated 1 October 2025, drawn up before Jose Dima Satria, S.H., M.Kn., a Notary in
Jakarta (“Sale and Purchase Deed of PT CSI”), it was agreed that PT BPN sold 1 (one)
share in PT CSI to PT CSP, Rp150,916.00 (one hundred fifty thousand nine hundred
sixteen Rupiah)
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Accordingly, following the execution of the Acquisition Deed of PT CSI and the Sale and
Purchase Deed of PT CSI, the shareholding structure of PT CSI became as follows:
NEW COMPOSITION
PREVIOUS COMPOSITION
(BASED ON ACQUISITION DEED OF PT CSI AND
(BASED ON CAPITAL INCREASE DEED OF PT CSI)
NO . SALE AND PURCHASE DEED OF PT CSI)
SHAREHOLDER NOMINAL AMOUNT NUMBER OF SHAREHOLD NOMINAL AMOUNT NUMBER OF
% %
NAME (IDR) SHARES ER NAME (IDR) SHARES
1. Company 1,395,744,750,000 9,304,965 49 Company 2,848,458,450,000 18,989,723 99.99
2. PT BPN 1,452,713,850,000 9,684,759 51 PT CSP 150,000 1 0.01
Total 2,848,458,600,000 18,989,724 100 Total 2,848,458,600,000 18,989,724 100
Aside from that, the Company also carried out the share acquisition of PT MIM as set
out in Deed of Share Acquisition of PT MIM Number 7 dated 1 October 2025, drawn up
before Jose Dima Satria, S.H., M.Kn., a Notary in Jakarta (“Acquisition Deed of PT
MIM”). Based on the Acquisition Deed of PT MIM, it was agreed that PT BPN sold its
shares in PT MIM to the Company amounting to 11,864,943 (eleven million eight
hundred sixty-four thousand nine hundred forty-three) shares with a transaction value of
Rp1,223,475,346,883.00 (one trillion two hundred twenty-three billion four hundred
seventy-five million three hundred forty-six thousand eight hundred eighty-three
Rupiah).
Furthermore, pursuant to Deed of Sale and Purchase of Shares of PT MIM Number 8
dated 1 October 2025, drawn up before Jose Dima Satria, S.H., M.Kn., a Notary in
Jakarta (“Sale and Purchase Deed of PT MIM”), it was agreed that PT BPN sold 1
(one) share in PT MIM to PT CSP, with a transaction value of Rp103,117.00 (one
hundred three thousand one hundred seventeen Rupiah).
Accordingly, following the execution of the Acquisition Deed of PT MIM and the Sale
and Purchase Deed of PT MIM, the shareholding structure of PT MIM became as
follows:
NEW COMPOSITION
PREVIOUS COMPOSITION
(BASED ON ACQUISITION DEED OF PT MIM AND
(BASED ON CAPITAL INCREASE DEED OF PT MIM)
NO . SALE AND PURCHASE DEED OF PT MIM)
SHAREHOLDER NOMINAL AMOUNT NUMBER OF SHAREHOLD NOMINAL AMOUNT NUMBER OF
% %
NAME (IDR) SHARES ER NAME (IDR) SHARES
1. Company 1.139.965.100.000 11.399.651 49 Company 2.326.459.400.000 23.264.594 99.99
2. PT BPN 1.186.494.400.000 11.864.944 51 PT CSP 100.000 1 0.01
Total 2.326.459.500.000 23.264.595 100 Total 2.326.459.500.000 23.265.595 100
Henceforth, the transactions as referred to points 1, 2, 3 and 4 above shall be jointly referred
to as the “Transaction”.
This Transaction constitutes an affiliated transaction as referred to in POJK 42/2020 due to
the affiliate relationship between the Company and PT CSI, PT MIM, PT CSP and PT BPN,
whether in terms of ownership and control of the companies or in terms of management of the
companies, as further described in this Disclosure of Information.
This Disclosure of Information is prepared to comply with the provisions stipulated in Article
22 of POJK 42/2020, in which if the Affiliated Transaction is carried out by the Controlled
Company that is not a Public Company (as referred to in POJK 42/2020) but its financial
statements are consolidated with a Public Company, then the Public Company is required to
carry out the procedures as stipulated in POJK 42/2020.
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This Transaction has gone through the procedures as stipulated in Article 3 of POJK 42/2020
and has been executed in accordance with the generally accepted business practices.
In accordance with the provisions of Article 4 paragraph 1 of POJK 42/2020, the disclosure of
information to the public regarding the Affiliated Transaction and submission of its supporting
documents to the OJK must be submitted by the Public Company to the public no later than 2
(two) working days after the Affiliated Transaction is conducted and shall engage with an
Appraiser to determine the fair value and/or fairness of the Affiliated Transaction, in which said
fairness transaction must be announced to the public. The Appraisal Report used is the report
issued by Kusnanto & Partner (“KR”) Public Appraisal Firm (“KJPP”) with report Number
00147/2.0162-00/BS/02/0153/1/X/2025 dated 1 October 2025 (“Fairness Opinion Report”).
This Transaction is not (i) a Conflict-of-Interest Transaction, (ii) a Material Transaction as
referred to in OJK Regulation Number 17/POJK.04/2020 on Material Transactions and
Change of Business Activities, and (iii) a transaction that may disrupt the continuity of the
Company’s business, and therefore does not require prior approval from the Company’s
independent shareholder in a general meeting meeting of shareholders as regulated in POJK
42/2020.
In carrying out this Transaction, the Company complies with the provisions of the prevailing
laws and regulation, including but not limited to the regulations in the Capital Market sector
and other regulations including Law Number 40 of 2007 on Limited Liability Companies as
lastly amended by Government Regulation in lieu of Law Number 2 of 2022 on Job Creation
as ratified by Law Number 6 of 2023.
INFORMATION ON THE TRANSACTION
A. Description of the Transaction
i. Transaction Date
1 October 2025
ii. Transaction Object and Transaction Value
The objects of this Transaction include the following:
1. Transaction Object I is the provision of loan by the Company to BPN in a
maximum amount of Rp1,000,000,000,000.00 (one trillion Rupiah) with an
interest rate of 3-month JIBOR + 1.75% (one point seven five percent),
payable on the 25th of March, June, September, and December, with the
loan maturity date no later than 31 December 2032.
2. Transaction Object II is the issuance of new shares by PT CSI in the amount
of 18,138,724 (eighteen million one hundred thirty-eight thousand seven
hundred twenty-four) shares subscribed by the Company and PT BPN, with
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a total value of Rp2,720,808,600,000.00 (two trillion seven hundred twenty
billion eight hundred eight million six hundred thousand Rupiah).
3. Transaction Object III is the issuance of new shares by PT MIM in the
amount of 18,027,795 (eighteen million twenty-seven thousand seven
hundred ninety-five) shares subscribed by the Company and PT BPN, with
a total value of Rp1,802,779,500,000.00 (one trillion eight hundred two
billion seven hundred seventy-nine million five hundred thousand Rupiah).
4. Transaction Object IV is the acquisition of shares of PT CSI and PT MIM
owned by PT BPN by the Company and PT CSP, with a total value of
Rp2,685,061,900,000.00 (two trillion six hundred eighty-five billion sixty-one
million nine hundred thousand Rupiah).
Upon the completion of Transaction Object IV, PT BPN subsequently repaid the
loan to the Company under Transaction Object I, thereby declaring that all of PT
BPN’s obligations under the loan to the Company have been fully settled.
iii. Names of the Parties involved in the Transaction
1. The Company
a. General Information
The Company was established in Indonesia based on Deed of
Establishment Number 26 dated 8 February 2023, made before Jose
Dima Satria, S.H., M.Kn., a Notary in Jakarta, that has obtained
approval from the Minister of Law and Human Rights of the Republic
of Indonesia based on Decree Number AHU-
0011651.AH.01.01.TAHUN 2023 dated 13 February 2023.
The Company has amended its articles of association several times.
The latest amendment to the Articles of Association are contained in
the Company’s Articles of Association.
Furthermore, the latest change in the composition of the Board of
Directors (“BOD”) and Board of Commissioners (“BOC”) of the
Company is contained in Deed of Statement of Shareholders’
Resolution of the Company Number 78 dated March 14, 2025, drawn
up before Jose Dima Satria, S.H., M.Kn., Notary in Jakarta, which has
been notified to the Minister of Law and Human Rights based on
Notification Receipt of Amendment to the Articles of Association
Number AHU-AH.01.03-0080705 and Notification Receipt of
Amendment to Company Data Number AHU-AH.01.09-0146825, both
dated March 17, 2025 (“Deed No. 78/2025”).
b. Business Activities
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Based on The Company’s Articles of Association, the Company
engages in the activities of holding company and management
consultation.
In addition, to achieve the above business activities, the Company may
also carry out the following supporting business activities:
(i) Conducting business, either directly or indirectly through
operational cooperation, investment or divestment of capital in
connection with the main business activities of the Company,
including conducting joint ventures with other parties.
(ii) Providing loan facilities, funding, financing and/or other facilities
in any form (including but not limited to letters of credit, bank
guarantee and other facilities that generally provided between
companies) to its subsidiaries for the purposes of the main
business activities of the Company and/or its subsidiaries.
(iii) Providing guarantees, either material or personal (including
guarantees) to its subsidiaries in connection with loan facilities
that are being carried out for the purposes of the main business
activities of the Company and/or its subsidiaries.
(iv) Purchasing, selling or transferring securities or marketable
securities issued by its subsidiaries for the purposes of the main
business activities of the Company and/or its subsidiaries.
(v) Providing funding and/or financing required by other companies
in order to implement the share participation in the said company
or company group or within the framework of investment in other
assets in the said company or company group.
c. Management Structure
Based on Deed No. 78/2025, the latest composition of the BOC and
BOD of the Company is as follows:
BOC
President Commissioner* : Erry Riyana Hardjapamekas
Commissioner* : Ade Supandi, SE
Commissioner : Erwin Ciputra
Commissioner : Andre Khor Kah Hin
Commissioner : Prasit Laohawirapap
Commissioner : Thawat Hirancharukorn
*) Also acting as an Independent Commissioner
BOD
President Director : Fransiskus Ruly Aryawan
Director : Jonathan Kandinata
Director : Saksit Suntharekanon
Director : Agus Lukmanul Hakim
Director : Merly
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d. Capital Structure and Shareholding Composition
The Company’s capital structure and shareholding composition on the
date of this Disclosure of Information is issued are as follows:
(i) Authorized Capital of the Company: Rp20,000,000,000,000.00.
(ii) Issued Capital of the Company: Rp12,482,937,470,000.00.
(iii) Paid-Up Capital of the Company: Rp12,482,937,470,000.00.
The Company’s authorized capital is divided into 200,000,000,000
(two hundred billion) shares, each with par value of Rp100 (one
hundred) per share.
The shareholding composition of the Company based on the
Shareholder Register as of 31 August 2025 are as follows:
NOMINAL AMOUNT
NO. SHAREHOLDERS NAME NUMBER OF SHARES %
(IDR)
PT Chandra Asri Pacific
1. 7,489,762,080,000 74,897,620,800 60
Tbk
2. Phoenix Power B.V. 3,744,881,640,000 37,448,816,400 30
3. Public 1.248,293,750,000 12,482,937,500 15
Total 12,482,937,470,000 124,829,374,700 100
2. PT CSI as a Controlled Entity of the Company
a. General Information
PT CSI was established in Indonesia based on Deed of Establishment
Number 83 dated 14 March 2025, drawn up before Jose Dima Satria
S.H., M.Kn., a Notary in Jakarta, which has been approved by the MOL
based on Decree Number AHU-0020372.AH.01.01.TAHUN 2024
dated 14 March 2025.
As of the date of this Disclosure of Information, PT CSI has amended
its articles of association several times. The latest articles of
association of PT CSI are contained in Capital Increase Deed of PT
CSI.
In addition, the latest composition of the BOD and BOC of PT CSI is
contained in Deed of Restatement of Shareholders’ Resolution of PT
CSI Number 3 dated 1 October 2025, drawn up before Jose Dima
Satria, S.H., M.Kn., a Notary in Jakarta, which has been notified to the
MOL based on Notification Receipt of Amendment to the Company
Data of PT CSI Number AHU-AH.01.09-0345634 dated 2 October
2025.
b. Business Activities
PT CSI engages in the business of sea transportation activities.
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In addition, to achieve the above business activities, the Company may
carry out the following activities:
(i) Domestic sea transportation for general cargo;
(ii) Domestic sea transportation for special cargo;
(iii) Overseas sea transportation for general cargo; and
(iv) Overseas sea transportation for special cargo.
c. Management Structure
The management structure of PT CSI is as follows:
BOC
President Commissioner : Baritono Prajogo Pangestu
Commissioner : Fransiskus Ruly Aryawan
BOD
President Director : Lingga Widastri
Director : Erri Dewi Riani
3. PT MIM as a Controlled Entity of the Company
a. General Information
PT MIM was established in Indonesia based on Deed of Establishment
Number 01 dated 1 August 2018, drawn up before Merry Eddy, S.H.,
M.Kn., a Notary in Jakarta, which has been approved by the MOL
based on Decree Number AHU-0036877.AH.01.01.TAHUN 2018
dated 7 August 2018.
As of the date of this Disclosure of Information, PT MIM has amended
its articles of association several times. The latest articles of
association of PT MIM are contained in Capital Increase Deed of PT
MIM.
In addition, the latest composition of the BOD and BOC of PT MIM is
contained in Deed of Restatement of Shareholders’ Resolution of PT
MIM Number 06 dated 1 October 2025, drawn up before Jose Dima
Satria, S.H., M.Kn., a Notary in Jakarta, which has been notified to the
MOL based on Notification Receipt of Amendment to the Company
Data of PT MIM Number AHU-AH.01.09-0345648 dated 2 October
2025.
b. Business Activities
PT MIM engages in the business of sea transportation activities.
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In addition, to achieve the above business activities, PT MIM may carry
out the following activities:
(i) Overseas liner and tramper sea transportation for passengers;
(ii) Domestic sea transportation for general cargo;
(iii) Domestic sea transportation for special cargo;
(iv) Overseas sea transportation for general cargo;
(v) Overseas sea transportation for special cargo;
(vi) Overseas see transportation for people’s shipping;
(vii) Domestic pioneering sea transportation for cargo; and
(viii) Domestic sea transportation for people’s shipping.
c. Management Structure
The management structure of PT MIM is as follows:
BOC
President Commissioner : Baritono Prajogo Pangestu
Commissioner : Fransiskus Ruly Aryawan
BOD
President Director : Lingga Widastri
Director : Erri Dewi Riani
4. PT CSP as a Controlled Entity of the Company
a. General Information
PT CSP was established in Indonesia based on Deed of Establishment
Number 15 dated 7 September 2023, drawn up before Jose Dima
Satria, S.H., M.Kn., a Notary in Jakarta, which has been approved by
the MOL pursuant to Decree Number AHU-
0067254.AH.01.01.TAHUN 2023 dated 7 September 2023.
As of the date of this Disclosure of Information, PT CSP has amended
its articles of association several times. The latest articles of
association of PT CSP are contained in Deed of Statement of
Shareholders’ Resolution of Amendment to the Articles of Association
of PT CSP Number 133 dated 21 August 2025, drawn up before Jose
Dima Satria, S.H., M.Kn., a Notary in Jakarta, which has been
approved by the MOL pursuant to Decree Number AHU-
0057024.AH.01.02.TAHUN 2025 dated 25 August 2025 and has been
notified to the MOL based on Notification Receipt of Amendment to the
Articles of Association of PT CSP Number AHU-AH.01.03-0225724
dated 25 August 2025.
In addition, the latest composition of the BOD and BOC of PT CSP is
contained in Deed of Statement of Shareholders’ Resolution of PT
CSP Number 51 dated 12 January 2024, drawn up before Jose Dima
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Satria, S.H., M.Kn., a Notary in Jakarta, which has been notified to the
Minister of Law and Human Rights based on Notification Receipt of
Amendment to Company Data of PT CSP Number AHU-AH.01.09-
0015906 dated 12 January 2024.
b. Business Activities
PT CSP engages in holding company activities and management
consultation activities.
c. Management Structure
The management structure of PT CSP is as follows:
BOC
President Commissioner : Baritono Prajogo Pangestu
Commissioner : Suryandi
BOD
President Director : Erwin Ciputra
Director : Pholavit Thiebpattama
Director : Andre Khor Kah Hin
Director : Fransiskus Ruly Aryawan
Director : Anawat Chansaksoong
d. Capital Structure and Shareholding Composition
The capital structure and shareholding composition of PT CSP as of
the issuance date of this Disclosure of Information are as follows:
(i) Authorized Capital of PT CSP: Rp1,500,000,000,000.00
(ii) Issued Capital of PT CSP: Rp1,112,686,575,000.00
(iii) Paid-up Capital of PT CSP: Rp1,112,686,575,000.00
The authorized capital of PT CSP is divided into 74,197,105 (seventy-
four million one hundred seventy-nine thousand one hundred five)
shares, with a nominal value of Rp15,000.00 (fifteen thousand Rupiah)
per share.
The shareholding composition of PT CSP is as follows:
NOMINAL AMOUNT NUMBER OF
NO. SHAREHOLDERS NAME %
(IDR) SHARES
1. The Company 1,112,686,560,000 74,179,104 99.99
2. PT BPN 15,000 1 0.01
Total 1,112,686,575,000 74,179,105 100
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5. PT BPN
a. General Information
PT BPN was established in Indoneia based on Deed of Establishment
Number 2 dated 3 April 2017, drawn up before Jose Dima Satria, S.H.,
M.Kn., a Notary in Jakarta, which has been approved by the MOL
pursuant to Decree Number AHU-0017786.AH.01.01.TAHUN 2017
dated 17 April 2017.
As of the date of this Disclosure of Information, PT BPN has amended
its articles of association several times. The latest articles of
association of PT BPN are contained in Deed of Statement of
Shareholders’ Resolution of Amendment to the Articles of Association
of PT BPN Number 148 dated 18 April 2022, drawn up before Jose
Dima Satria, S.H., M.Kn., a Notary in Jakarta, which has been
approved by the MOL pursuant to Decree Number AHU-
0028702.AH.01.02.TAHUN 2022 dated 20 April 2022 and has been
notified to the MOL based on Notification Receipt of Amendment to
Company Data of PT BPN Number AHU-AH.01.09-0006858 dated 20
April 2022.
In addition, the latest composition of the BOD and BOC of PT BPN is
contained in Deed of Statement of Shareholders’ Resolution of PT
BPN Number 148 dated 25 March 2025, drawn up before Jose Dima
Satria, S.H., M.Kn., a Notary in Jakarta, which has been notified to the
MOL based on Notification Receipt of Amendment to Company Data
of PT BPN Number AHU-AH.01.09-0188292 dated 15 April 2025.
b. Business Activities
PT BPN engages in trading and industrial activities.
In addition, to achieve the above business activities, PT BPN may
carry out the following business activities:
(a) Conducting trading business, which include:
(i) Wholesale trade of various goods;
(ii) Trade in basic chemical materials and goods;
(iii) Wholesale trade of fertilizers and agrochemical products;
(iv) Wholesale trade of rubber and plastics in basic forms.
(b) Conducting industrial business, which include plastics and fiber
industry
c. Management Structure
The BOC and BOD structure of PT BPN is as follows:
Page 13 from 26
Page 14
BOC
Commissioner : Suhat Miyarso, Master of
Science
BOD
Director : Erri Dewi Riani
d. Capital Structure and Shareholding Composition
The capital structure and shareholding composition of PT CSP as of
the issuance date of this Disclosure of Information are as follows:
(i) Authorized Capital of PT BPN: Rp4,500,000,000.00
(ii) Issued Capital of PT BPN: Rp4,500,000,000.00
(iii) Paid-up Capital of PT BPN: Rp4,500,000,000.00
The authorized capital of PT BPN is divided into 4,500,000 (four million
five hundred thousand) shares, with a nominal value of Rp1,000.00
(one thousand Rupiah) per share.
The shareholding composition of PT BPN is as follows:
NOMINAL AMOUNT NUMBER OF
NO. SHAREHOLDERS NAME %
(IDR) SHARES
Baritono Prajogo
1. 4,499,550,000 4,499,550 99.99
Pangestu
2. Erwin Ciputra 450,000 450 0.01
Total 4,500,000,000 4,500,000 100
iv. Nature of the Affiliated Relationship of the Parties Involved in the
Transaction
1. Affiliated relationship in terms of ownership and control of the company after
the transaction
The relationship between the Company and PT CSP, PT CSI and PT MIM
is established becaused PT CSP, PT CSI and PT MIM are controlled entities
Page 14 from 26
Page 15
of the Company in which the Company has direct control over PT CSP, PT
CSI and PT MIM.
2. Affiliated relationship in terms of the company’s management
Fransiskus Ruly Aryawan, who serves as the President Director of the
Company, also serves as a Director of PT CSP and as a Commissioner of
PT CSI and PT MIM. Furthermore, Andre Khor Kah Hin, who serves as a
Commissioner of the Company, also serves as a Director of PT CSP. In
addition, Erwin Ciputra, who serves as a Commissioner of the Company,
also serves as the President Director of PT CSP as well as the President
Commissioner of PT CSI and PT MIM.
Furthermore, there exists an affiliated relationship between PT BPN with the
Company and PT CSP, arising from the affiliated relationship between the
ultimate beneficial owner of the Company and PT CSP with the ultimate
beneficial owner of PT BPN.
SUMMARY OF THE APPRAISER REPORT
KR, as a registered KJPP pursuant to Decree of the Minister of Finance of the Republic of
Indonesia Number 2.19.0162 dated 15 July 2019 and registered as a capital market supporting
professional services firm with the OJK under Capital Market Supporting Professional
Registration Letter from OJK Number STTD.PB-01/PJ-1/PM.223/2023 (business appraiser),
has been appointed by the Company’s management to provide an opinion as an independent
appraiser on the fairness of the Intercompany Loan Transaction and Share Acquisition
Transactions of PT CSI and PT MIM in accordance with the engagement letter Number
KR/250723-001 dated 23 July 2025, which has been approved by the Company’s
management.
1. Summary of the Appraisal Report of 51.00% Shares of PT CSI
The following is a summary of the appraisal report of 51.00% (fifty-one percent) shares
of PT CSI as stated in Report Number 00143/2.0162-00/BS/02/0153/1/IX/2025 dated 29
September 2025:
a. Parties to the Transaction
The parties involved in the transaction are the Company, PT CSP, PT BPN and
PT CSI.
b. Appraisal Object
The appraisal object is the market value of 51.00% (fifty-one percent) shares of
PT CSI.
Page 15 from 26
Page 16
c. Effective Appraisal Date
The market value of the Appraisal Object in the appraisal is calculated as of 30
June 2025. This date was selected considering the interests and purposes of the
appraisal and the financial data of PT CSI received by KR. Such financial data
consists of PT CSI’s consolidated financial statements for the six-month period
ended on 30 June 2025, which form the basis of this appraisal.
d. Purpose and Objective of the Appraisal
The purpose of the appraisal is to obtain an independent opinion in the market
value of the Appraisal Object expressed in USD (United States Dolalrs) and/or its
equivalent as of 30 June 2025.
The objective of the appraisal is to provide an overview of the market value of the
Appraisal Object, which will subsequently be used as reference and consideration
by the Company’s management in the implementation of the Intercompany Loan
Transaction and Share Acquisition Transaction of PT CSI and PT MIM and to
comply with POJK 42/2020.
This appraisal is carried out in compliance with the provisions of OJK Regulation
Number 35/POJK.04/2020 on “Appraisal and Presentation of Business Appraisal
Reports in the Capital Market” dated 25 May 2020 (“POJK 35/2020”) as well as
the Indonesian Appraisal Standards 2018, Revised Edition SPI300, SPI310,
SPI320, SPI330 (“SPI”).
e. Limiting Conditions and Principal Assumptions
This appraisal is prepared based on market and economic conditions, general
business and financial conditions, and applicable government regulations up to
the date of issuance of this appraisal report.
The appraisal of this Appraisal Object conducted using the discounted cash flow
method is based on the financial projections of PT CSI and Chandra Maritime
International Pte. Ltd. (“CMIPL”) prepared by the management of PT CSI and
CMIPL. In preparing the financial projections, various assumptions were
developed based on the performance of PT CSI and CMIPL in previous years and
the management’s plans for the future. KR has made adjustments to such financial
projections to better reflect the operating conditions and performance of PT CSI
and CMIPL appraised as of the appraisal date. In general, KR did not make
significant adjustments to the performance targets of PT CSI and CMIPL being
appraised, which already relfect their ability to achieve such targets (fiduciary
duty). KR is responsible for the execution of appraisal and the fairness of the
financial projections based on the historical performance of PT CSI anf CMIPL and
the management information of PT CSI and CMIPL relating to such financial
projections. KR is also responsible for the appraisal report of PT CSI and the final
conclusion of value.
Page 16 from 26
Page 17
In this appraisal engagement, KR assumes that all conditions and obligations of
the Company are fulfilled. KR also assumses that from the appraisal date until the
issuance date of this appraisal report, there are no changes materially affecting
the assumptions used in the appraisal. KR is not responsible for reaffirming,
supplementing or updating its opinion due to changes in assumptions and
conditions or events occuring after the date of this report.
In conducting its analysis, KR has assumed and relied on the accuracy, realibility
and completeness of all financial and other information provided to KR by the
Company and PT CSI or publicly available, which are essentially true, complete
and not misleading, and KR is not responsible for conducting an independent
verification of such information. KR also relies on assurances from the
management of the Company and PT CSI that they are not aware of any facts that
would render the information provided to KR inclomplete or misleading.
The appraisal analysis of the Appraisal Object has been prepared using data and
information as disclosed above. Any changes to such data and information may
materially affect KR’s final opinion. KR is not responsible for any changes in its
appraisal conclusion or for any loss, damage, costs, or expenses caused by the
lack of disclosure of information, rendering the data obtained by KR incomplete
and/or subject to misinterpretation.
As the results of KR’s appraisal are highly dependent on the underlying data and
assumptions, changes in such data sources and market-based assumptions will
alter the results of KR’s appraisal. Therefore, KR conveys that changes to the data
used may affect the appraisal results and that the resulting differences may be
material. Although the contents of this appraisal report have been prepared in
good faith and in a professional manner, KR cannot accept responsibility for
potential differences in conclusions caused by additional analyses, the application
of the appraisal results as a basis for transaction analysis, or changes in the data
forming the basis of this appraisal. The appraisal report of the Appraisal Object is
a non-disclaimer opinion and is a public report, except for confidential information
that may affect the operations of the Company and PT CSI.
KR’s work in relation to the appraisal of the Appraisal Object does not constitute
and cannot be interpreted in any form as a review or audit or the performance of
specific procedures on the financial information. Such work is also not intended to
disclose weaknesses in internal controls, errors or irregularities in the financial
statements, or violations of law. Furthermore, KR has also obtained information
on the legal status of PT CSI based on its articles of association.
f. Appraisal Methods Used
The appraisal methods used in this appraisal of the Appraisal Object are the
Discounted Cash Flow (“DCF”) method and the guideline publicly traded company
method.
The DCF method was selected considering that the business activities of PT CSI
and CMIPL in the future will continue to fluctuate in line with the estimated
Page 17 from 26
Page 18
development of PT CSI and CMIPL’s business. In conducting the appraisal using
this method, the operations of PT CSI and CMIPL were projected in line with the
estimated development of their business. The projected cash flows were
discounted to present value at a discount rate commensurate with the risk level.
The value indication is the total present value of such cash flows.
The guideline publicly traded company method was used in this appraisal
because, although no comparable listed companies with equivalent scale of
business and assets were found in the stock market, the available data on listed
companies is deemed usable as comparison data for the shares owned by PT CSI
and CMIPL.
The above approaches and appraisal methods are considered by KR to be the
most appropriate for application in this engagement and have been agreed upon
by the management of the Company and PT CSI. Other approaches and appraisal
methods that may produce different results are not precluded.
Subsequently, the values obtained from each method were reconciled by applying
weighting.
g. Conclusion
Based on the analysis of all data and information received by KR and by taking
into account all relevant factors affecting the appraisal, in the opinion of KR, the
market value of the Appraisal Object as of 30 June 2025 is US$91.90 million
(ninety-one point nine million United States Dollars) or equivalent to Rp1,491.78
billion (one thousand four hundred ninety-one point seventy-eight billion Rupiah)
based on the Bank Indonesia middle exchange rate as of 30 June 2025 of
Rp16,233 per USD.
2. Summary of the Appraisal Report of 51.00% Shares of PT MIM
The following is a summary of the appraisal report of 51.00% (fifty-one percent) shares
of PT MIM as stated in Report Number 00142/2.0162-00/BS/02/0153/1/IX/2025 dated
29 September 2025:
a. Parties to the Transaction
The parties involved in the transaction are the Company, PT CSP, PT BPNand PT
MIM.
b. Appraisal Object
The appraisal object is the market value of 51.00% (fifty-one percent) shares of
PT MIM.
Page 18 from 26
Page 19
c. Effective Appraisal Date
The market value of the Appraisal Object in the appraisal is calculated as of 30
June 2025. This date was selected considering the interests and purposes of the
appraisal and the financial data of PT MIM received by KR. Such financial data
consists of PT MIM’s consolidated financial statements for the six-month period
ended on 30 June 2025, which form the basis of this appraisal.
d. Purpose and Objective of the Appraisal
The purpose of the appraisal is to obtain an independent opinion on the market
value of the Appraisal Object expressed in USD (United States Dollars) and/or its
equivalent as of 30 June 2025.
The objective of the appraisal is to provide an overview of the market value of the
Appraisal Object, which will subsequently be used as reference and consideration
by the Company’s management in the implementation of the Intercompany Loan
Transaction and Share Acquisition Transaction of PT CSI and PT MIM as well as
to comply with POJK 42/2020.
This appraisal has been carried out in compliance with the provisions of POJK
35/2020 as well as SPI.
e. Limiting Conditions and Principal Assumptions
This appraisal is prepared based on market and economic conditions, general
business and financial conditions, and applicable Government regulations up to
the date of issuance of this appraisal report.
The appraisal of the Appraisal Object conducted using the DCF method is based
on the financial projections of PT MIM prepared by the management of PT MIM.
In preparing the financial projections, various assumptions were developed based
on the performance of PT MIM in previous years and the management’s plans for
the future. KR has made adjustments to such financial projections to better reflect
the operating conditions and performance of PT MIM appraised as of the appraisal
date. In general, KR did not make significant adjustments to the performance
targets of PT MIM being appraised, which already reflect its ability to achieve such
targets (fiduciary duty). KR is responsible for the execution of the appraisal and
the fairness of the financial projections based on the historical performance of PT
MIM and the management information of PT MIM relating to such financial
projections. KR is also responsible for the appraisal report of PT MIM and the final
conclusion of value.
In this appraisal engagement, KR assumes that all conditions and obligations of
the Company are fulfilled. KR also assumes that from the appraisal date until the
issuance date of this appraisal report, there are no changes materially affecting
the assumptions used in this appraisal. KR is not responsible for reaffirming,
supplementing, or updating its opinion due to changes in assumptions and
conditions or events occurring after the date of this report.
Page 19 from 26
Page 20
In conducting its analysis, KR has assumed and relied upon the accuracy,
reliability, and completeness of all financial and other information provided to KR
by the Company and PT MIM or publicly available, which are essentially true,
complete, and not misleading, and KR is not responsible for conducting an
independent verification of such information. KR also relies on assurances from
the management of the Company and PT MIM that they are not aware of any facts
that would render the information provided to KR incomplete or misleading.
The appraisal analysis of the Appraisal Object has been prepared using data and
information as disclosed above. Any changes to such data and information may
materially affect KR’s final opinion. KR is not responsible for any changes in its
appraisal conclusion or for any loss, damage, costs, or expenses caused by the
lack of disclosure of information, rendering the data obtained by KR incomplete
and/or subject to misinterpretation.
As the results of KR’s appraisal are highly dependent on the underlying data and
assumptions, changes in such data sources and market-based assumptions will
alter the results of KR’s appraisal. Therefore, KR conveys that changes to the data
used may affect the appraisal results and that the resulting differences may be
material. Although the contents of this appraisal report have been prepared in
good faith and in a professional manner, KR cannot accept responsibility for
potential differences in conclusions caused by additional analyses, the application
of the appraisal results as a basis for transaction analysis, or changes in the data
forming the basis of this appraisal. The appraisal report of the Appraisal Object is
a non-disclaimer opinion and is a public report, except for confidential information
that may affect the operations of the Company and PT MIM.
KR’s work in relation to the appraisal of the Appraisal Object does not constitute
and cannot be interpreted in any form as a review or audit or the performance of
specific procedures on the financial information. Such work is also not intended to
disclose weaknesses in internal controls, errors or irregularities in the financial
statements, or violations of law. Furthermore, KR has also obtained information
on the legal status of PT MIM based on its articles of association.
f. Appraisal Methods Used
The appraisal methods used in this appraisal of the Appraisal Object are the DCF
method and the guideline publicly traded company method.
The DCF method was selected considering that the business activities of PT MIM
in the future will continue to fluctuate in line with the estimated development of PT
MIM’s business. In conducting the appraisal using this method, the operations of
PT MIM were projected in line with the estimated development of its business. The
projected cash flows were discounted to present value at a discount rate
commensurate with the risk level. The value indication is the total present value of
such cash flows.
Page 20 from 26
Page 21
The guideline publicly traded company method was used in this appraisal
because, although no comparable listed companies with equivalent scale of
business and assets were found in the stock market, the available data on listed
companies is deemed usable as comparison data for the shares owned by PT
MIM.
The above approaches and appraisal methods are considered by KR to be the
most appropriate for application in this engagement and have been agreed upon
by the management of the Company and PT MIM. Other approaches and
appraisal methods that may produce different results are not precluded.
Subsequently, the values obtained from each method were reconciled by applying
weighting.
g. Conclusion
Based on the analysis of all data and information received by KR and by taking
into account all relevant factors affecting the appraisal, in the opinion of KR, the
market value of the Appraisal Object as of 30 June 2025 is US$77.19 million
(seventy-seven point nineteen million United States Dollars) or equivalent to
Rp1,253.05 billion (one thousand two hundred fifty-three point zero five billion
Rupiah), based on the Bank Indonesia middle exchange rate as of June 30, 2025
of Rp16,233 per USD.
3. Summary of Fairness Opinion Report of the Intercompany Loan Transaction and
Share Acquisition Transaction of PT CSI and PT MIM
The following is a summary of the fairness opinion report of the Intercompany Loan
Transaction and Share Acquisition Transaction of PT CSI and PT RPU as stated in
Report Number 00147/2.0162-00/BS/02/0153/1/X/2025 dated 1 October 2025:
a. Parties to the Transaction
The Parties involved in the Intercompany Loan Transaction and Share Acquisition
Transaction of PT CSI and PT MIM are the Company, PT BPN, PT CSI, PT MIM
and PT BPN.
b. Transaction Object in the Fairness Opinion Report
The transaction objects in the Fairness Opinion Report on the Intercompany Loan
Transaction and Share Acquisition Transaction of PT CSI and PT MIM are as
follows:
(i) The Company has provided a loan facility in the amount of up to Rp1.00 (one
trillion Rupiah) with an interest rate of 3-month JIBOR + 1.75% (one point
seven five percent), payable on the 25th of March, June, September, and
December, with the loan maturity date no later than 31 December 2032,
subject to the fulfillment of all conditions precedent as agreed upon by the
parties under the Loan Agreement.
Page 21 from 26
Page 22
(ii) The Company has received the transfer of 9,684,758 (nine million six
hundred eighty-four thousand seven hundred fifty-eight) shares or
equivalent to 50.99999% of shares in PT CSI from PT BPN with a transaction
value of Rp 1,461,586,299,084.00 (one trillion four hundred sixty-one billion
five hundred eighty-six million two hundred ninety-nine thousand eighty-four
Rupiah).
(iii) PT CSP has received the transfer of 1 (one) share or equivalent to 0.00001%
of shares in PT CSI from PT BPN with a transaction value of Rp 150,916.00
(one hundred fifty thousand nine hundred sixteen Rupiah).
(iv) The Company has received the transfer of 11,864,943 (eleven million eight
hundred sixty-four thousand nine hundred forty-three) shares or equivalent
to 50.999998% of shares in PT MIM from PT BPN with a transaction value
of Rp1,223,475,346,883.00 (one trillion two hundred twenty-three billion four
hundred seventy-five million three hundred forty-six thousand eight hundred
eighty-three Rupiah).
(v) PT CSP has received the transfer of 1 (one) share or equivalent to
0.000004% of shares in PT MIM from PT BPN with a transaction value of
Rp103,117.00 (one hundred three thousand one hundred seventeen
Rupiah).
c. Purpose and Objective of the Fairness Opinion Report
The purpose and objective of preparing the Fairness Opinion Report on the
Intercompany Loan Transaction and Share Acquisition Transaction of PT CSI and
PT MIM are to provide the Company’s BOD with an overview regarding the
fairness of the Intercompany Loan Transaction and Share Acquisition Transaction
of PT CSI and PT MIM from a financial perspective and to comply with the
prevailing regulations, namely POJK 42/2020.
This Fairness Opinion Report is prepared in compliance with the provisions of
POJK 35/2020 as well as SPI.
d. Limiting Conditions and Principal Assumptions
The analysis in the Fairness Opinion Report on the Intercompany Loan
Transaction and Share Acquisition Transaction of PT CSI and PT MIM is prepared
using the data and information as disclosed above, which have been reviewed by
KR. In conducting the analysis, KR relied on the accuracy, reliability, and
completeness of all financial information, legal status information of the Company,
and other information provided to KR by the Company or publicly available, and
KR is not responsible for the truthfulness of such information. Any changes to such
data and information may materially affect KR’s final opinion. KR also relied on
representations from the management of the Company that they were not aware
Page 22 from 26
Page 23
of any facts that would cause the information provided to KR to be incomplete or
misleading. Therefore, KR is not responsible for any changes to the conclusions
of this Fairness Opinion Report due to changes in such data and information.
The consolidated financial projection of the Company before and after the
Intercompany Loan Transaction and Share Acquisition Transaction of PT CSI and
PT MIM was prepared by the Company’s management. KR has reviewed such
financial projections, and the financial projections reflect the Company’s
operational conditions and performance. In general, there were no significant
adjustments required by KR to the Company’s performance targets.
KR did not conduct inspections of the Company’s fixed assets or facilities. In
addition, KR does not provide any opinion on the tax impact of the Intercompany
Loan Transaction and Share Acquisition Transaction of PT CSI and PT MIM. The
services rendered by KR to the Company in relation to the Intercompany Loan
Transaction and Share Acquisition Transaction of PT CSI and PT MIM are limited
to the preparation of the Fairness Opinion Report on the Intercompany Loan
Transaction and Share Acquisition Transaction of PT CSI and PT MIM and do not
include accounting, audit, or tax services. KR did not conduct a review on the legal
validity of the Intercompany Loan Transaction and Share Acquisition Transaction
of PT CSI and PT MIM or its tax implications. The Fairness Opinion on the
Intercompany Loan Transaction and Share Acquisition Transaction of PT CSI and
PT MIM is assessed only from an economic and financial perspective. The
Fairness Opinion Report is a non-disclaimer opinion and is a report open to the
public, except for any confidential information that may affect the operations of the
Company. Furthermore, KR has also obtained information on the legal status of
the Company, PT BPN, PT CSI, and PT MIM based on the articles of association
of the Company, PT BPN, PT CSI, and PT MIM.
KR’s work related to the Intercompany Loan Transaction and Share Acquisition
Transaction of PT CSI and PT MIM does not and cannot be interpreted as, in any
form, a review or audit, or the performance of certain procedures on the financial
information. Such work also cannot be intended to disclose weaknesses in internal
control, errors or irregularities in the financial statements, or violations of law. In
addition, KR does not have the authority nor is in a position to obtain and analyze
any other form of transactions outside of the Intercompany Loan Transaction and
Share Acquisition Transaction of PT CSI and PT MIM that may be available to the
Company and the impact of such transactions on the Intercompany Loan
Transaction and Share Acquisition Transaction of PT CSI and PT MIM.
This Fairness opinion is prepared based on market and economic conditions,
general business and financial conditions, as well as applicable government
regulations related to the Intercompany Loan Transaction and Share Acquisition
Transaction of PT CSI and PT MIM as of the date this fairness opinion is issued.
In preparing this Fairness Opinion, KR has applied several assumptions, including
the fulfillment of all conditions and obligations of the Company and all parties
involved in the Intercompany Loan Transaction and Share Acquisition Transaction
of PT CSI and PT MIM. The Intercompany Loan Transaction and Share Acquisition
Page 23 from 26
Page 24
Transaction of PT CSI and PT MIM will be carried out as described in accordance
with the agreed timeline and the accuracy of the information regarding the
Intercompany Loan Transaction and Share Acquisition Transaction of PT CSI and
PT MIM as disclosed by the Company’s management.
This fairness opinion must be viewed as a whole, and the use of parts of the
analysis and information without considering other information and analyses in
their entirety may result in misleading views and conclusions on the process
underlying this fairness opinion. The preparation of this fairness opinion is a
complex process and may not be conducted through incomplete analysis.
KR also assumed that from the date of issuance of this fairness opinion until the
date of the Intercompany Loan Transaction and Share Acquisition Transaction of
PT CSI and PT MIM, there will be no changes that may materially affect the
assumptions used in preparing this fairness opinion. KR is not responsible for
reaffirming, supplementing, or updating KR’s opinion due to changes in
assumptions and conditions, and events occurring after the date of this report. The
calculations and analyses conducted in connection with the issuance of this
fairness opinion have been carried out properly, and KR is responsible for the
Fairness Opinion Report.
The conclusion of this fairness opinion is valid provided there are no changes that
materially impact the Intercompany Loan Transaction and Share Acquisition
Transaction of PT CSI and PT MIM. Such changes include, but are not limited to,
changes in conditions either internally within the Company or externally, namely
market and economic conditions, general business, trade, and financial
conditions, as well as Indonesian government regulations and other related
regulations after the date this Fairness Opinion Report is issued. Should such
changes occur after the issuance date of this Fairness Opinion Report, the fairness
opinion on the Intercompany Loan Transaction and Share Acquisition Transaction
of PT CSI and PT MIM may differ.
e. Approach and Procedures of the Fairness Opinion on the Transaction
In evaluating the Fairness Opinion on the Intercompany Loan Transaction and
Share Acquisition Transaction of PT CSI and PT MIM, KR has conducted analysis
through the following approaches and procedures:
(i) Analysis on the Intercompany Loan Transaction and Share Acquisition
Transaction of PT CSI and PT MIM;
(ii) Qualitative and Quantitative Analysis of the Intercompany Loan Transaction
and Share Acquisition Transaction of PT CSI and PT MIM; and
(iii) Analysis of the Fairness of the Intercompany Loan Transaction and Share
Acquisition Transaction of PT CSI and PT MIM.
f. Conclusion
Based on the scope of work, assumptions, data, and information obtained from
the Company’s management used in the preparation of this report, and the review
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Page 25
of the financial impact of the Intercompany Loan Transaction and Share
Acquisition Transaction of PT CSI and PT MIM as disclosed in this Fairness
Opinion Report, KR is of the opinion that the Intercompany Loan Transaction and
Share Acquisition Transaction of PT CSI and PT MIM is fair.
EXPLANATION, CONSIDERATIONS AND REASONS FOR CONDUCTING THE
TRANSACTION, COMPARED TO A SIMILAR TRANSACTION IF CONDUCTED WITH A
NON-AFFILIATED PARTY
The Company’s BOD affirms that this Transaction has undergone appropriate procedures and
ensures that it has been carried out in accordance with generally accepted business practices,
namely by applying procedures that compare the terms and conditions of similar transactions
between unaffiliated parties, and conducted on an arm’s-length basis.
STATEMENTS OF THE BOD AND THE BOC
1. The information disclosed in this Disclosure of Information is complete and in
accordance with the provisions of POJK 42/2020.
2. The Transaction has been carried out in accordance with the procedures for affiliated
party transactions implemented by the Company as stipulated under POJK 42/2020.
3. The Transaction does not constitute a conflict of interest transaction as referred to in
POJK 42/2020.
4. The Transaction does not constitute a material transaction as defined under OJK
Regulation Number 17/POJK.04/2020 on Material Transactions and Changes in
Business Activities.
5. The BOC and BOD of the Company hereby declare that all material information or facts
relating to the Transaction contained in the Disclosure of Information have been fully
disclosed, and that such information does not contain any false or misleading facts.
Page 25 from 26
Page 26
ADDITIONAL INFORMATION
For further information regarding the above matters, the stakeholder can contact the Company
through one of the following communication media during business hours.
Head Office
Wisma Barito Pacific Tower A, 5th Floor
Jl. Let. Jend. S. Parman Kav-62-63, Jakarta 11410
Telp: (62-21) 530 7950
Fax: (62-21) 530 8930
E-mail: corporatesecretary.cdi@capcx.com
U.P.: Corporate Secretary
Thus, the Disclosure of Information that we can convey. We thank you for your attention and
cooperation.
Yours faithfully,
PT Chandra Daya Investasi Tbk
Merly
Director
Page 26 from 26
Names mentioned 55 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
PT Chandra Shipping International
p.1 ×2
unresolved
org
PT Marina Indah Maritim
p.1 ×2
unresolved
org
PT CSI
p.2 ×101
unresolved
org
PT MIM
p.2 ×92
unresolved
org
PT MIM. Due
p.2
unresolved
org
PT Buana Primatama Niaga
p.2
unresolved
org
PT BPN
p.2 ×47
unresolved
org
PT BPN’s
p.3 ×2
unresolved
org
PT CSI Pursuant
p.3
unresolved
person
Jose Dima Satria
· Notaris
p.3 ×33
unresolved
org
Minister of Law
p.3
unresolved
org
Minister of Law and Human Rights
p.3 ×4
unresolved
org
PT CSI Number AHU-AH.
p.3 ×2
unresolved
org
PT MIM Pursuant
p.3
unresolved
org
PT MIM Number AHU-AH.
p.4 ×2
unresolved
org
PT Chandra Samudera Port
p.4
unresolved
org
PT CSP
p.4 ×34
unresolved
—
Erry Riyana Hardjapamek
· Commissioner
p.8
unresolved
person
Ade Supandi
p.8
unresolved
org
PT CSI. In
p.9
unresolved
person
Merry Eddy
· Notaris
p.10
unresolved
org
PT MIM. In
p.10 ×2
unresolved
org
PT CSP Number AHU-AH.
p.11 ×2
unresolved
org
PT BPN Number AHU-AH.
p.13 ×2
unresolved
org
PT MIM. Furthermore
p.15 ×2
unresolved
org
PT CSP. In
p.15
unresolved
org
PT BPN. SUMMARY OF THE APPRAISER REPORT KR
p.15
unresolved
org
Minister of Finance
p.15
unresolved
org
PT CSI. Page
p.15
unresolved
org
PT CSI’s
p.16
unresolved
org
Chandra Maritime International Pte. Ltd.
p.16
unresolved
org
PT CSI. KR’s
p.17
unresolved
org
PT CSI. Other
p.18
unresolved
org
Bank Indonesia
p.18 ×2
unresolved
org
PT BPNand
p.18
unresolved
org
PT MIM. Page
p.18
unresolved
org
PT MIM’s
p.19 ×2
unresolved
org
PT MIM. KR’s
p.20 ×2
unresolved
org
PT MIM. Other
p.21
unresolved
org
PT RPU
p.21
unresolved
org
PT MIM. This Fairness
p.23
unresolved
org
PT MIM. The Intercompany Loan Transaction
p.23
unresolved
org
PT MIM. Such
p.24
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
3823 ms
12 Sep 2026 22:35
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}