20250718_FWCT_Laporan Informasi dan Fakta Material_31916032_lamp3.pdf

I. FOREWORD

  On June 18, 2025, PT Marina Andalan Jaya Utama (hereinafter referred to as “MAJU”), a Controlled
  Company of PT Wijaya Cahaya Timber Tbk (the “Company”) in which the Company holds 99.99%
  of the shares, and Hasan Holdings Pte Ltd (hereinafter referred to as “HHPL”), where both HHPL
  and the Company are owned by the same Controller/Ultimate Beneficial Owner, entered into an
  Inter-Company Loan Agreement (hereinafter referred to as the “Loan Agreement” or “LA”).

  MAJU is a Subsidiary of the Company under the same control and shares the same management.

  In accordance with the prevailing laws and regulations, particularly the provisions of OJK
  Regulation No. 42/2020, the Board of Directors of the Company hereby announces this
  Disclosure of Inormation with the intention of providing an explanation, considerations, and the
  reasons for conducting the Transaction to the Shareholders of the Company, as part of fulfilling
  the requirements of OJK Regulation No. 42/2020.

II. DESCRIPTION OF THE TRANSACTION

   A. Transaction, Object, and Value of the Transaction


       a. Transaction : the receipt of a loan facility by the Company’s Controlled Entity from HHPL
          (hereinafter referred to as the “Transaction”).

       b. Object of the Transaction : a loan facility granted by HHPL to the Company’s Controlled
          Entity under the Loan Agreement (LA), with a maximum facility amount of
          SGD 3,800,000 (three million eight hundred thousand Singapore Dollars), bearing
          interest at a rate of 6.5% per annum in SGD, and maturing three (3) years from the date
          of the LA.


   B. Description of the Parties to the Transaction

       1. The Company
          PT Wijaya Cahaya Timber Tbk was established on March 8, 2017, pursuant to Deed No.
          6 of Notary Rosdiana, S.H., a Notary in Bekasi. The deed of establishment was approved
          by the Minister of Law and Human Rights of the Republic of Indonesia through Decree
          No. AHU-0011300.AH.01.01.TAHUN 2017 dated March 8, 2017, and was published in
          the State Gazette of the Republic of Indonesia No. 39, Supplement No. 30485/2017
          dated March 8, 2017.
          The Company's Articles of Association have been amended several times, most recently
          by Notarial Deed No. 29 dated November 6, 2024, drawn up before Dr. Sugih Haryati,
          S.H., M.Kn., a Notary in Jakarta. This amendment was approved by the Minister of Law
          and Human Rights of the Republic of Indonesia through Decree No. AHU-AH.01.09-
          0272708 dated November 6, 2024.
          The Company is domiciled in West Jakarta with its office located at Puri Indah Financial
          Tower, 27th Floor, Jl. Puri Lingkar Dalam Blok T8, RT.001/RW.002, Kembangan Selatan,
          Kembangan, West Jakarta. The manufacturing facilities are located in Kasembon Village,
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    Bululawang Subdistrict, Malang Regency, East Java Province and Wirologi Village,
    Sumbersari Subdistrict, Jember Regency, East Java Province.

2. MAJU
   MAJU, domiciled in Jakarta, was established under the name PT Marina Andalan Jaya
   Utama, a limited liability company conducting its business activities in accordance with
   the prevailing laws and regulations of the Republic of Indonesia. The company was
   established pursuant to Deed of Establishment No. 03 dated January 3, 2025, drawn up
   before Dr. Sugih Haryati, S.H., M.Kn., Notary in the Special Capital Region of Jakarta,
   domiciled in South Jakarta. The deed has been approved by the Minister of Law and
   Human Rights of the Republic of Indonesia through Decree No. AHU-
   0000295.AH.01.01.TAHUN 2025 concerning the Legalization of the Establishment of
   the Legal Entity of PT Marina Andalan Jaya Utama, dated January 9, 2025, and has been
   duly registered under Company Registration Number AHU-0001379.AH.01.11.TAHUN
   2025 dated January 9, 2025.
   The company is domiciled in West Jakarta with its office located at Puri Indah Financial
   Tower, 27th Floor, Jl. Puri Lingkar Dalam Blok T8, RT.001/RW.002, Kembangan Selatan,
   Kembangan, West Jakarta.

3. HHPL
   HHPL is a legal entity established under the name Hasan Holdings Pte Ltd pursuant to
   the laws of the Republic of Singapore on January 24, 1981, and is domiciled at 61
   Shelford Road, Watten Estate, Singapore (288451). HHPL is engaged in the business of
   a holding company.

4. Nature of Affiliated Relationship
   The parties to the transaction are HHPL and MAJU, with HHPL acting as the lender and
   MAJU as the borrower.

    Shareholding Relationship

               ARSO



        HHPL          FAST


                      FWCT


                      MAJU


   Description:
   ARSO      : Aris Sunarko
   HHPL      : Hasan Holdings Pte. Ltd.
   FAST      : PT Fortuna Anugrah Sumber Terpadu
   FWCT      : PT Wijaya Cahaya Timber Tbk
   MAJU      : PT Marina Andalan Jaya Utama


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          Based on the analysis of the shareholding structure, there is a shareholding relationship
          between HHPL and MAJU, whereby ARSO holds 55.88% of the shares in HHPL and
          indirectly holds 99.99% of the shares in MAJU through FWCT, which owns 60.80% of the
          shares in FAST, and FAST holds 99.99% of the shares in MAJU. Accordingly, there exists a
          shareholding relationship between HHPL and MAJU.

          Management Relationship
           No.        Name                     FWCT   MAJU HHPL
               Erwin Kurnia
            1                                   KU
               Winenda
            2 Selviana Rumondang                K
            3 Budi Tjahjadi                    DU      D
            4 Stendy                           D       K
            5 Aris Sunarko                                      D
            6 Edwin Sunarko                                     D

          Description:
          KU        : President Commissioner
          K         : Commissioner
          DU        : President Director
          D         : Director


          Based on the analysis of management relationships, there is a management affiliation
          between FWCT and MAJU, whereby Budi Tjahjadi serves as the President Director of
          FWCT and also as a Director of MAJU, and Stendy serves as a Director of FWCT and also
          as a Commissioner of MAJU. However, there is no management relationship between
          FWCT and MAJU with HHPL. Accordingly, there is no management relationship between
          HHPL and MAJU.

          Therefore, the Proposed Transaction constitutes an affiliated transaction as referred to
          in OJK Regulation No. 42/2020.


III. SUMMARY OF REPORT OF THE APPRAISER

  The Public Appraisal Firm Iskandar dan Rekan has obtained a business license from the
  Minister of Finance pursuant to Decree No. 772/KM.1/2013 dated November 12, 2013, and
  is registered with the Financial Services Authority (OJK) based on Letter No. S-
  774/PM.25/2013 dated November 27, 2013, under the Capital Market Supporting
  Professional Registration Certificate, which has been re-registered under No. STTD.PPB-
  33/PJ-1/PM.02/2023 dated July 6, 2023, as a Property/Asset and Business Appraiser in the
  Capital Market.

                                  Appraiser Identity
                  KANTOR JASA PENILAI PUBLIK ISKANDAR DAN REKAN
                        Business License No.: 772/KM.1/2013
                   Graha IDR, Rukan Malaka Country Estate Complex,

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                Jalan Malaka Merah II No. 5-6-7, Jakarta 13460, Indonesia
                                (+62-21) 86611148-49
                           www.kjppiskandardanrekan.com

The Company has appointed KJPP Iskandar dan Rekan (IDR) as the Appraiser pursuant to
Engagement Letter No. 088.1/IDR/DO.2/Pr-FO/V/2025 dated May 30, 2025, to provide a
Fairness Opinion on the Proposed Transaction concerning the receipt of a Loan Facility from
Hasan Holdings Pte. Ltd. by PT Marina Andalan Jaya Utama (a Controlled Entity of PT Wijaya
Cahaya Timber Tbk).

1.   SUMMARY OF THE FAIRNESS OPINION REPORT ON THE TRANSACTION
     The summary of the Fairness Opinion Report on the Proposed Transaction for the receipt of
     a Loan Facility from Hasan Holdings Pte. Ltd. (HHPL) by PT Marina Andalan Jaya Utama
     (MAJU) (a Controlled Entity of PT Wijaya Cahaya Timber Tbk (FWCT)) as stated in the Fairness
     Opinion Report No. 00121/2.0118-00/BS/03/0520/1/VI/2025 dated June 13, 2025, is as
     follows:

     1.1 Parties Involved in the Transaction
         The Parties who involve with the transaction are HHPL and MAJU, where HHPL acting as
         the lender and MAJU as the borrower.
     1.2 Object of the Valuation
         The object of the valuation is the proposed transaction for the receipt of loan facility
         from HHPL by MAJU.
     1.3 Valuation Date (Cut Off Date)
         The valuation date is December 31, 2024, determined based on the Company’s audited
         financial statements for the year ended December 31, 2024, audited by the Public
         Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar & Rekan and signed by Public
         Accountant Tjun Tjun, who is registered with the Financial Services Authority.
     1.4 Purpose and Objective of the Valuation
         The objective of the valuation is to provide a fairness opinion on the Proposed
         Transaction for the purpose of executing the Proposed Transaction.
     1.5 Assumptions and Limiting Conditions
          • This Valuation Report is a non-disclaimer opinion.
          • The Appraiser has reviewed the legal status of the documents used in the valuation
             process.
          • Data and information used in the valuation are derived from sources deemed
             reliable and accurate.
          • The financial projections used are adjusted projections that reflect the
             reasonableness of the financial forecasts prepared by management along with
             their achievability (fiduciary duty), if the valuation is based on financial projections.
          • The Appraiser is responsible for conducting the valuation and assessing the
             reasonableness of the financial projections.
          • This Valuation Report is publicly accessible, except for confidential information
             that may affect the Company’s operations.

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              •   The Appraiser is responsible for the Valuation Report and the final value
                  conclusion.
              •   The Appraiser obtained information regarding the legal status of the Valuation
                  Object from the assignor.
              •   Other assumptions and limiting conditions are disclosed in the report.

         1.6 Valuation Approach and Method
             In accordance with the scope of the valuation, the approaches and methods used
             include:
               a. Conducting a transaction analysis.
               b. Performing a qualitative analysis of the proposed transaction.
               c. Performing a quantitative analysis of the proposed transaction.
               d. Analyzing the collateral associated with the transaction.
               e. Analyzing the fairness of the transaction value.
               f. Analyzing other relevant factors.
         1.7 Fairness Opinion on the Transaction
             The amount of funds involved in the transaction, in the form of a loan facility received
             by MAJU from HHPL, can be repaid at maturity. Therefore, it can be concluded that the
             amount of funds in the transaction is fair.
             The result of the analysis on the loan interest rate charged by HHPL to MAJU indicates
             that it falls within the range of comparable interest rates from several previous
             transactions. Accordingly, it can be concluded that the interest rate charged by HHPL
             to MAJU is fair.
             The analysis of the financial impact of the transaction on the interests of the
             shareholders concludes that the transaction is expected to increase the Company’s
             consolidated revenue, profit, and profitability, thereby creating added value for the
             Company and aligning with the interests of the shareholders.
             The result of the analysis of the business rationale used by the Company’s management
             in relation to the Proposed Transaction concludes that HHPL will support the
             diversification of the Company’s business portfolio through MAJU, in line with the
             interests of the shareholders.
             Based on the above conclusions from the analyses, we are of the opinion that the
             transaction is fair.


IV. CONSIDERATION, AND EXPLANATION ON THE IMPACT OF THE ADDITIONAL BUSINESS
    ACTIVITIES ON THE FINANCIAL CONDITION OF THE COMPANY
     V.
    The reasons for undertaking the transaction include the following:
    - Through the transaction, HHPL will support the diversification of the Company’s business
        portfolio through MAJU
    - With the financial support provided by HHPL, MAJU will be able to commence commercial
        operations promptly.
    - The qualitative benefit for the Company is that HHPL, as an affiliate of MAJU, can accelerate
        the expansion process without waiting for banking procedures, allowing the Company to build
        a reputation as a professional holding company in managing its group of companies.
    - There are no qualitative disadvantages to the Company resulting from the transaction.
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The table below presents the Company’s pro forma financial information as follows:




Based on the analysis of the Company’s Pro Forma Financial Statements as of December 31,
2024, prepared by the Company’s management, the Proposed Transaction will result in, among
others, the following:
 a. Analysis of the Impact of Leverage on the Company’s Finansial Position
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      The Company’s pro forma and projected Debt to Equity Ratio (DER) and Debt to Asset Ratio
      (DAR), both with and without the transaction, as well as the industry average, are as follows:




      After the transaction, the Company’s pro forma DER and DAR increased from 96.07% and
      49.00% to 109.59% and 52.29%, respectively.
      The higher a company’s DER or DAR, the lower its solvency. The projected DER and DAR with
      the transaction show an increase compared to without the transaction, indicating that the
      Company’s solvency has declined as a result of the transaction. This implies a reduced ability
      of the Company to settle its liabilities using either equity or assets.
      However, the Company’s solvency condition, both with and without the transaction, remains
      within the solvable range.

  b. Analysis of the Impact of Liquidity on the Company’s Finansial Position
     The pro forma and projected liquidity based on the current ratio (CR), which reflects the
     Company's liquidity position after/with the transaction and before/without the transaction, are
     as follows:




      After the transaction, the Company’s pro forma liquidity, as measured by the CR, shows an
      increase compared to before the transaction. However, under the transaction scenario, the
      projected liquidity for the years 2025–2029 shows a decline when compared to the projected
      liquidity for the same period without the transaction.
      The higher the CR of a company, the greater its liquidity or its ability to meet short-term
      liabilities.


V. STATEMENT OF THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS

  a. The Board of Commissioners and the Board of Directors declare that the Company has carried
     out the Affiliated Transaction in compliance with the provisions of Article 3 of OJK Regulation
     No. 42/2020, including, among others, by having adequate procedures in place to ensure that
     the Affiliated Transaction is conducted in accordance with generally accepted business
     practices.


  b. The Board of Commissioners and the Board of Directors declare that all material information
     and opinions disclosed in this Information Disclosure are true and accountable, and that there
     is no other undisclosed information that would render this statement untrue or misleading.

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   c. The Board of Commissioners and the Board of Directors declare that the Transaction does not
      constitute a Conflict of Interest Transaction, as there is no discrepancy between the economic
      interest of the Company and the economic interests of the Board of Directors, the Board of
      Commissioners, and the Controlling Shareholder of the Company that may result in a loss due
      to the Transaction.


   d. The Transaction is an Affiliated Transaction as referred to in Article 4 of OJK Regulation No.
      42/2020, which must be reported to the Financial Services Authority (OJK) within two business
      days after the date of the Affiliated Transaction and disclosed to the public through the
      Company's website and the Indonesia Stock Exchange website.


VI. ADDITIONAL INFORMATION

  For the Company’s Shareholders who require further information regarding the Transaction as
  disclosed in this Information Disclosure, please contact:

                                 PT Wijaya Cahaya Timber Tbk
                                       Corporate Secretary
       Puri Indah Financial Tower Lantai 27, Jl. Puri Lingkar Dalam Blok T8, RT.001/RW.002
         Kelurahan Kembangan Selatan, Kecamatan Kembangan, Jakarta Barat, 11610
                         Telp: +62 21 22585789, Fax: +62 21 22585413
                             Website: www.wijayacahayatimber.com
                             Email: corsec@wijayacahayatimber.com




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