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20250514_RSGK_Transaksi Material Tanpa Persetujuan RUPS_31885584_lamp3.pdf
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THE DISCLOSURE OF INFORMATION TO SHAREHOLDERS
REGARDING MATERIAL TRANSACTIONS OF PT KEDOYA ADYARAYA Tbk
THIS DISCLOSURE OF INFORMATION TO SHAREHOLDERS IS ISSUED BY PT KEDOYA ADYARAYA Tbk
(“COMPANY”) TO COMPLY WITH THE REQUIREMENTS FOR MATERIAL TRANSACTIONS AS STATED IN
FINANCIAL SERVICES AUTHORITY REGULATION NUMBER 17/POJK.04/2020 REGARDING MATERIAL
TRANSACTIONS AND CHANGES IN BUSINESS ACTIVITIES.
THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY DECLARE THAT THIS
TRANSACTION CONSTITUTES A MATERIAL TRANSACTION, WITH A VALUE EXCEEDING 20% BUT LESS
THAN 50% OF THE COMPANY'S EQUITY. CONSEQUENTLY, THE COMPANY IS OBLIGATED TO FULFILL THE
PROVISIONS AS SET FORTH IN ARTICLE 6 PARAGRAPH (1) LETTER (a), LETTER (b), AND LETTER (c) OF
POJK 17/2020.
THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY HEREBY DECLARE THEY
ARE FULLY RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION CONTAINED IN THIS DISCLOSURE
OF INFORMATION, WHICH HAS BEEN PREPARED FOLLOWING REASONABLE INVESTIGATIONS, AND
ALSO CONFIRM THAT ALL MATERIAL INFORMATION RELATED TO THE TRANSACTION WITHIN THIS
DISCLOSURE OF INFORMATION IS CORRECT AND THAT THERE ARE NO OTHER MATERIAL FACTS THAT
HAVE BEEN OMITTED OR UNDISCLOSED, WHICH COULD RENDER THE DISCLOSURE OF INFORMATION
INACCURATE AND/OR MISLEADING.
PT KEDOYA ADYARAYA Tbk
Domiciled in West Jakarta
Business Activities:
Human Health Activities and Wholesale and Retail Trade by carrying out
Main Business Activities (Private Hospital Activities, General Practitioner Practice Activities,
Specialist Doctors, and Dentists, as well as Health Service Activities by Paramedics,
Retail Trade of Pharmaceutical Goods in Pharmacies, and Private Polyclinic Activities)
and other activities to support the Main Business Activities.
Headquarters:
Jalan Panjang Arteri No. 26, Kedoya Utara, Kebon Jeruk,
West Jakarta 11520, Indonesia.
Tel. 150 789
Website: www.grhakedoya.com
Email: corsec.kedoya@emc.id
This Disclosure of Information was issued on 15 May 2025.
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INTRODUCTION
This Disclosure of Information to Shareholders (“Disclosure of Information”) contains information regarding
the sale and purchase transaction of a medical equipment, specifically the PET/CT Scanner Biograph Vision
Quadra, valued at Rp182,600,000,000 (one hundred eighty-two billion six hundred million Rupiah) and
conducted by and between the Company and PT Siemens Healthineers Indonesia (“Transaction”).
The Transaction was executed based on the Medical Equipment Sale and Purchase Agreement between the
Company and SHI dated 14 May 2025.
The Company has appointed KJPP Stefanus Tonny Hardi & Rekan as an independent appraiser to provide an
assessment and fairness opinion regarding the Transaction. This firm holds a business license from the
Minister of Finance of the Republic of Indonesia and is registered as a capital market supporting professional
with the Financial Services Authority.
The Board of Directors and Board of Commissioners of the Company, both individually and collectively,
hereby declare that the Transaction is classified as a Material Transaction according to POJK 17/2020 but is
not classified as an Affiliated Transaction and a Conflict of Interest Transaction as defined in POJK 42/2020.
This Disclosure of Information is issued to comply with the provisions of POJK 17/2020 and to provide the
Company's shareholders with information and explanations regarding the Transaction conducted by the
Company.
I. DEFINITION
BAE : Biro Administrasi Efek or Securities Administration Bureau.
BAPETEN : Badan Pengawas Tenaga Nuklir Nasional or National Nuclear Energy
Regulatory Agency.
KJPP STH or Appraiser : KJPP Stefanus Tonny Hardi & Rekan, an independent appraiser who has a
Public Appraisal Office Business License issued by the Minister of Finance
of the Republic of Indonesia and is registered as a capital market
supporting profession with the Financial Services Authority (OJK).
Company's Consolidated : The Company's Consolidated Financial Statements for the year ended 31
Financial Statement December 2024, audited by the Public Accounting Firm Purwantoro,
Sungkoro & Surja and signed by Mento on 17 March 2025 with an
unqualified opinion.
Menkeu : Menteri Keuangan Republik Indonesia or Minister of Finance of the
Republic of Indonesia.
Menkumham : Menteri Hukum dan Hak Asasi Manusia Republik Indonesia or Minister of
Law and Human Rights of the Republic of Indonesia.
Transaction Value : has the meaning as described in Part II, Description of Transaction.
Transaction Object : has the meaning as described in Part II, Description of Transaction.
OJK : Financial Services Authority, an independent institution, which has the
functions, duties, and permits for regulation, supervision, inspection, and
investigation in the Capital Market, Insurance, Pension Fund, Financing
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Institutions and other Financial Services Institutions sectors as referred to
in Law No. 21 of 2011 dated 22 November 2011 (regarding the Financial
Services Authority which is the replacement body for Bapepam-LK which
came into effect on 31 December 2012).
Company : PT Kedoya Adyaraya Tbk, a public company whose shares are listed on the
Indonesia Stock Exchange, which is established and operated under the
laws of the Republic of Indonesia and is domiciled in West Jakarta.
POJK 17/2020 : OJK Regulation No.17/POJK.04/2020 concerning Material Transactions and
Changes in Business Activities.
POJK 42/2020 : OJK Regulation No.42/POJK.04/2020 concerning Affiliate Transactions and
Conflict of Interest Transactions.
SHI : PT Siemens Healthineers Indonesia, a limited liability company with foreign
investment status, established and operated under the laws of the
Republic of Indonesia, and is domiciled in South Jakarta.
Transaction : The sale and purchase transaction of the Biograph Vision Quadra PET/CT
Scanner medical equipment, valued at Rp182,600,000,000 (one hundred
eighty-two billion six hundred million Rupiah), was conducted by and
between the Company and PT Siemens Healthineers Indonesia based on
the Medical Equipment Sale and Purchase Agreement dated 14 May 2025.
II. DESCRIPTION OF THE TRANSACTION
On 14 May 2025, the Company and SHI entered into a Medical Device Sales and Purchase Agreement with
details as follows:
The Parties : 1. PT Kedoya Adyaraya Tbk (“Perseroan”) as Purchaser.
2. PT Siemens Healthineers Indonesia (“SHI”) as Seller.
Objectives The Parties agreed that the Company will purchase a medical
equipment from SHI for the operational needs of RS EMC Grha
Kedoya.
Effective Date : 14 May 2025
Transcation Object : 1 (one) unit of Biograph Vision Quadra Whole Body PET CT Scanner
medical equipment, with the following details:
Merk : SIEMENS Biograph Vision Quadra
Risk Group : Electromedic Radiation / C
Product Category : Diagnostic Radiology Equipment
Product Type : Emission Computed Tomography System
Packaging : Unit
Manufacturer : Siemens Medical Solutions USA, Inc.
Transcation Value : Rp182,600,000,000 (one hundred eighty-two billion six hundred
million Rupiah)
Note: The Transaction Value does not include VAT but includes costs
for shipping, installation and end users training, among others.
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Terms of Payment : a. The initial payment will be a down payment of 10%. This
payment will be issued by the Company following the receipt of
the Purchase Order (PO) and will occur no later than 30 working
days after the complete and accurate billing documents are
received.
b. The second payment amounting to 10% will be made upon the
delivery of the Transaction Object to the Company. This
payment is to be completed by the Company no later than 30
working days after the complete and accurate billing
documents are received.
c. A grace period of three months will be provided post-handover
and the granting of the operational license by BAPETEN, during
which payments may be deferred.
d. The final payment, representing 80% of the total, will be
structured into 10 installments. The Company will initiate these
payments every six months, commencing after the conclusion
of the three-month grace period.
Period : 5 years since the Effective Date.
Governing Law : The Law of the Republic of Indonesia
Dispute Resolution : If there is a dispute arising from the Agreement, the Parties must
resolve it in the following manner:
e. The Parties will first attempt to reach a mutual agreement
within 14 calendar days of the dispute occurring; or
f. If the dispute cannot be resolved through mutual agreement,
The Parties will proceed to mediation; or
a. If mediation does not resolve the dispute, arbitration will take
place in accordance with the regulations of the Indonesian
National Arbitration Board (BANI).
III. PARTIES INVOLVED IN THE TRANSACTION
A. PT Kedoya Adyaraya Tbk as Purchaser
Overview
The Company was established under the name of PT Kedoya Adyaraya Tbk based on Deed No. 104 dated
11 June 1990 which drawn up before Darsono Purnomosidi, S.H., Notary in Jakarta, which has been
approved by the Minister of Law and Human Rights based on Decree No. C2-6463 HT.01.01.Th91, dated
7 November 1991, which has been registered in the Book of the Registrar of the West Jakarta District
Court No. 1060/1991 dated 14 November 1991. On 8 September 2021, the Company went public by
officially listing its shares on the IDX.
The Company is domiciled in West Jakarta with an office address at RS EMC Grha Kedoya, Jalan Panjang
Arteri No. 26, North Kedoya, Kebon Jeruk, West Jakarta.
The Company's shareholders have approved the amendment of the entire articles of association, among
others, to comply with Bapepam-LK Regulation IX.J.1, POJK 15/2020 in conjunction with POJK 16/2020,
and POJK 33/2014, as stated in Deed No. 68 dated 4 June 2021 which drawn up before Jose Dima Satria,
S.H., M.Kn., Notary in South Jakarta, which has obtained approval from the Minister of Law and Human
Rights through Decree No. AHU-0032247.AH.01.02.TAHUN 2021 dated 4 June 2021.
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After that, the Company's articles of association was amended as lastly stated in Deed No. 69 dated 14
October 2021 which drawn up before Jose Dima Satria, S.H., M.Kn., Notary in South Jakarta, which has
been notified to and received by the Minister of Law and Human Rights through the Letter of Receipt of
Notification of Amendment to the Articles of Association No. AHU-AH.01.03-0468634 dated 3 November
2021 ("Company's Articles of Association")
Business Activities
Based on Article 3 of the Company's Articles of Association, the Company's purpose and objective is to
engage in human health activities, by carrying out the following business activities:
1. Main Business Activities, in the form of:
(i) Private Hospital Activities;
(ii) General Practitioner Practice Activities;
(iii) Specialist Doctor Practice Activities;
(iv) Dentist Practice Activities; and
(v) Health Service Activities carried out by Paramedics;
(vi) Retail Trade of Pharmaceutical Goods in Pharmacies; and
(vii) Private Polyclinic Activities.
2. Other business activities that support the Main Business Activities, including:
(i) Other Hospital Activities; and
(ii) Health Support Service Activities.
Capital Structure and Share Ownership
Based on the Company's Shareholder List conveyed by PT Raya Registra as the Company's BAE, the
following is the Company's Shareholders Records as of 30 April 2025:
Nominal Value per Share
Description Rp200
Number of Shares Nominal Value (Rp) %
Authorized Capital 2,974,940,000 594,988,000,000 -
Issued and Paid-Up Capital
Shareholders:
1. PT Sarana Meditama Metropolitan Tbk 742,242,200 148,448,440,000 79.84
2. PT Bestama Medikacenter 122,055,540 24,411,108,000 13.13
3. Public 65,377,260 13,075,452,000 7.03
Total of Issued and Paid-Up Capital 929,675,000 185,935,000,000 100
Total of Porfolio Shares 2,045,265,000 409,053,000,000 -
Management
Based on Deed No. 30 dated 11 June 2024 which drawn up before Aulia Taufani, S.H., Notary in South
Jakarta, which has been notified to and received by the Minister of Law and Human Rights through the
Letter of Receipt of Notification of Changes to Company Data No. AHU-AH.01.09-0222527 dated 5 July
2024, the composition of the Company's Board of Directors and Board of Commissioners is as follows:
Board of Commissioners
President Commissioner : Jusup Halimi
Vice President Commissioner : dr. Liem Kian Hong
Commissioner : Hungkang Sutedja
Independent Commissioner : Murniadi Chandra
Independent Commissioner : dr. Yanto Sandy Tjang
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Board of Directors
President Director : Juniwati Gunawan
Director : Hendra Munanto
Director : Armen Antonius Djan
Director : drg. Nailufar, MARS
As of the date of this Information Disclosure, the Company's Board of Directors and Board of
Commissioners are not involved in any material cases or disputes, either in court or out of court, which
may have a negative impact on the continuity of the Company's business and/or controlled companies
and the implementation of the Transaction.
B. PT Siemens Healthineers Indonesia as Seller
Overview
SHI was established under the name of PT Samudia Bahtera based on Deed No. 239 dated 25 November
2010 which drawn up before Humberg Lie, S.H., S.E., M.Kn., Notary in North Jakarta, which has been
approved by the Minister of Law and Human Rights based on Decree No. AHU-01330.AH.01.01.TAHUN
2011 dated January 11, 2011 and has been registered in the Company Register No. AHU-
0002243.AH.01.09.TAHUN 2011 dated 11 January 2011.
SHI then changed its name to PT Siemens Healthineers Indonesia based on Deed No. 130 dated 30
September 2019 which drawn up before Mala Mukti, S.H., LL.M., Notary in Jakarta, which has been
approved by the Minister of Law and Human Rights based on Decree No. AHU-0079270.AH.01.02.TAHUN
2019 dated 7 October 2019 and has been registered in the Company Register No. AHU-
0187857.AH.01.11.TAHUN 2019 dated 7 October 2019.
SHI is domiciled in South Jakarta with an office address at Arkadia Office Park, Tower F, 18th Floor, Jl.
Tahi Bonar Simatupang Kav. 88, Pasar Minggu, South Jakarta.
The SHI Articles of Association have undergone the latest amendment as stated in Deed No. 32 dated 13
March 2024 which drawn up before Mala Mukti, S.H., LL.M., Notary in Jakarta, which has been notified
to and accepted by the Minister of Law and Human Rights through a Letter of Receipt of Notification of
Amendment to the Articles of Association No. AHU-0016362.AH.01.02.TAHUN 2024 dated 14 March
2024 (“SHI Articles of Association”).
Business Activities
Based on Article 3 of the SHI Articles of Association, the purposes and objectives of SHI is to conduct
business in the field of engage in trade, services and industry, by carrying out the following business
activities:
a. Wholesale of Laboratory Equipment, Pharmaceutical Equipment, and Medical Equipment for
Humans;
b. Wholesale of Radioactive Substances and Ionizing Radiation Generators;
c. Wholesale of Telecommunication Equipment;
d. Other Management Consulting Activities;
e. Laboratory Testing Services;
f. Medical Device Testing and/or Calibration Activities and Inspection of Health Facilities and
Infrastructure.
g. Irradiation/X-Ray Equipment Industry, Supplies, and the Like;
h. Electromedical Equipment and Electrotherapy Industry.
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Capital Structure and Share Ownership
As of the date of this Disclosure of Informatoin, SHI has Foreign Investment (PMA) status with capital
structure and shareholder composition as follows:
Nominal Value per Share
Description Rp8,905
Number of Shares Nominal Value (Rp) %
Authorized Capital 300,000 2,671,500,000 -
Issued and Paid-Up Capital
Shareholders:
1. Siemens Healthineers Holding III B.V. 277,584 2,471,885,520 98.88
2. Siemens Healthineers Beteiligungen 3,158 28,121,990 1.12
GmbH & Co.
Total of Issued and Paid-Up Capital 280,742 2,500,007,510 100
Total of Porfolio Shares 19,258 171,492,490 -
Management
Based on Deed No. 89 dated 24 June 2022 which drawn up before Mala Mukti, S.H., LL.M., Notary in
Jakarta, which has been notified to and received by the Minister of Law and Human Rights through the
Letter of Receipt of Notification of Changes to Company Data No. AHU-AH.01.09-0026216 dated 27 June
2022, the composition of the Board of Directors and Board of Commissioners of SHI is as follows:
Board of Commissioners
Commissioner : Fabrice Andre Hugues Leguet
Board of Directors
President Director : Alfred Ing. Fahringer
Director : Rishi Chopra
Director : Anjar Purwanti Martanty
IV. RELATIONSHIP AND NATURE OF THE MATERIAL TRANSACTION
The Transaction Value is 22.87% of the Company's total equity of Rp798,460,905,896 (seven hundred ninety-
eight billion four hundred sixty million nine hundred five thousand eight hundred ninety-six Rupiah) as stated
in the Company's Consolidated Financial Statements for the financial year ended 31 December 2024 audited
by the Public Accounting Firm Purwantono, Sungkoro & Surja. Therefore, the Transaction is a Material
Transaction as defined in the Financial Services Authority Regulation Number 17/POJK.04/2020 concerning
Material Transactions and Changes in Business Activities ("POJK 17/2020").
The Transaction value does not exceed 50% of the Company's equity so that in order to carry out the
Transaction, referring to the provisions of POJK 17/2020, the Company is not required to obtain prior
approval from the General Meeting of Shareholders but has the obligation to:
(i) obtain a fairness opinion from the Appraiser on the object and fairness of the Transaction;
(ii) submit information disclosure to the public no later than 2 (two) working days after the Settlement Date
(as defined below); and
(iii) submit supporting documents to the Financial Services Authority (OJK).
At the time the Transaction was carried out, the Company as the buyer and SHI as the seller did not have an
Affiliate relationship as referred to in the Financial Services Authority Regulation Number 42/POJK.04/2020
concerning Affiliate Transactions and Conflict of Interest Transactions ("POJK 42/2020") and on that account,
the Company has no obligation to fulfill the provisions of POJK 42/2020.
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V. EXPLANATION, CONSIDERATIONS AND REASONS
FOR IMPLEMENTING THE TRANSACTION
In recent years, the healthcare industry in Indonesia has continued to experience growth driven by several
factors, one of which is public health awareness. This increase in public health awareness is an opportunity
for healthcare providers to improve the quality of healthcare that offered to the public. This is also in line
with Indonesia's national development agenda which prioritizes the improvement of quality and accessibility
of healthcare. Hospitals play a crucial role in healthcare and are continually expanding in various areas, such
as building new facilities, enhancing infrastructure, and improving the quality of medical personnel. To
broaden its opportunities as a healthcare provider, the Company was acquired by PT Sarana Meditama
Metropolitan Tbk (SAME) in 2021 and became part of the EMC Healthcare hospital group owned by SAME.
The Company has notably developed its two hospital units, which includes a change in their business names.
In 2024, RS Grha Kedoya was rebranded as RS EMC Grha Kedoya, following the rebranding of RS Grha Cibitung
in 2022.
Moreover, health technology has become essential to the healthcare industry in Indonesia, resulting in a
transformation of Indonesian healthcare. Innovations such as telemedicine, Artificial Intelligence (AI), and
Big Data have opened up new opportunities for healthcare providers in diagnosing, treating, and curing.
These health technologies have proven to help hospitals improve the efficiency and quality of service as well
as the accessibility of healthcare. Many hospitals have carried out digital transformation of their hospital
information systems and medical equipment so that they can have high technology. The Company itself has
carried out digital transformation of both RS EMC Grha Kedoya and RS EMC Cibitung. In 2023, RS EMC Grha
Kedoya implemented the Intersystems TrakCare digital hospital information system, followed by RS EMC
Cibitung in 2024. Additionally, in 2023, RS EMC Grha Kedoya launched robotic-assisted rehabilitation therapy
technologies known as LEXO and DIEGO. As the first Austrian robotic technology introduced in Indonesia,
LEXO is designed to assist with the movement of the lower extremities (legs) to help patients regain the ability
to walk, while DIEGO is a designed to assist with the movement of the upper extremities (arms) to enable
patients to move their arms.
Furthermore, an equally important factor in driving the growth of Indonesia's healthcare industry is the
change in disease patterns. Changes in disease patterns, or what is often referred to as epidemiological
transition, are changes in disease trends that cause death, influenced by, among others, changes in activity
(due to demographic changes), unhealthy lifestyles, and environmental changes. Since 2017, the Minister of
Health of the Republic of Indonesia has called for the Healthy Living Community Movement (Gerakan
Masyarakat Hidup Sehat/ GERMAS) to the public. GERMAS was driven by changes in disease patterns in
Indonesia that were marked by increasing deaths caused by non-communicable diseases, such as stroke,
heart disease, diabetes, and cancer. Changes in disease patterns create more complex healthcare needs,
which open up opportunities for innovation and growth in hospitals, pharmacies, and other healthcare
providers.
Cancer, as one of the non-communicable diseases, has a continuously increasing number Ministry of Health
of cases in Indonesia. In February 2025, the Ministry of Health of the Republic of Indonesia (Kemenkes)
predicted that the number of cancer cases in Indonesia would increase by more than 70% in 2050 if
prevention and early detection measures were not strengthened. Currently, according to the Kemenkes,
around 400,000 new cases of cancer are detected each year in Indonesia, while the death rate from cancer
reaches at least 240,000 cases each year.
Cancer is a complex disease that can eliminate body productivity, impact the mental health of sufferers, and
require high treatment costs. Cancer is no longer just a medical challenge but also a social and economic
problem. Effective follow-up is needed to reduce the burden of cancer for the sake of public health and
economy.
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Indonesia currently faces challenges in implementing early cancer detection due to a lack of awareness
among the population regarding the importance of regular health check-ups. Many cancer patients begin
treatment only at an advanced stage, which often leads to suboptimal treatment outcomes and a decreased
success rate, all while incurring high medical costs. Therefore, prioritizing early cancer detection is essential
as a strategy to help prevent the spread of the disease and improve treatment effectiveness.
The Biograph Vision Quadra Whole Body PET/CT Scanner, also known as the Transaction Object, is a cutting-
edge scanning device from Siemens Healthineers. It combines Positron Emission Tomography (PET) and
Computed Tomography (CT) technologies to deliver detailed anatomical and functional images of the entire
body. With a 106 cm axial PET field of view, this scanner allows for full-body imaging from head to thigh in a
single position. The Biograph Vision Quadra is particularly effective in detecting and staging cancer, including
lymphoma and other cancers characterized by high metabolic rates. Its excellent image quality and speed
enhance diagnostic accuracy and enable more personalized treatment plans. The Transaction Object marks
its debut in Asia at RS EMC Grha Kedoya, which is the first hospital in Indonesia to feature a PET/CT scanner
with such advanced technology, allowing for comprehensive full-body scans in one position.
By conducting this Transaction, the Company, through RS EMC Grha Kedoya, is committed to making
significant strides in cancer prevention in Indonesia. The Company believes that this initiative will support
the government's efforts, particularly the Ministry of Health, which has launched the National Cancer Action
Plan for 2024-2034 as part of a national strategy to promote community engagement in cancer screenings
and early detection. The Company is optimistic that the purchase of this asset will aid cancer patients in the
appropriate detection and treatment of cancer.
VI. IMPACT OF THE TRANSCATION ON THE COMPANY’S FINANCIAL POSITION
The following is the Company's consolidated financial position report before the Transaction and an overview
of the conditions and effects of the Transaction on the Company's consolidated financial position report after
the Transaction.
Pro Forma
(in millions of Rupiah) Pre-Transaction Adjustment
Post-Transaction
ASSETS
Current Assets
Cash and cash equivalents 54,397 - 54,397
Time deposits 4,500 - 4,500
Accounts receivable 49,676 - 49,676
Other receivables 1,289 - 1,289
Inventories 15,531 - 15,531
Prepaid expenses 1,838 - 1,838
Prepaid taxes 6 - 6
Other current assets - - -
Total Current Assets 127,237 - 127,237
Non-Current Assets
Fixed assets 682,881 220,069 902,950
Advance for purchase of fixed 20,579 (20,269) 311
assets
Deferred tax assets 16,942 - 16,942
Related party receivables 27,248 - 27,248
Other non-current assets 12,741 - 12,741
Total Non-Current Assets 760,391 199,800 960,191
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Pro Forma
(in millions of Rupiah) Pre-Transaction Adjustment
Post-Transaction
TOTAL ASSETS 887,628 199,800 1,087,428
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable 37,419 - 37,419
Other liabilities 895 199,800 200,695
Taxes payable 5,663 - 5,663
Accrued expenses 9,862 - 9,862
Short-term employee benefits
15,073 - 15,073
liabilities
Contract liabilities 742 - 742
Total Current Liabilities 69,654 199,800 269,454
Non-Current Liabilities 19,512 - 19,512
Long-term employee benefits
- - -
liabilities
Other non-current liabilities 19,512 - 19,512
Equity 798,461 - 798,461
TOTAL LIABILITIES AND EQUITY 887,628 - 1,087,428
In the Company’s pro forma consolidated financial position report above, the total fixed assets after the
Transaction are projected to increase by Rp220,069,000,000. This increase is due to two factors: (i) the
purchase of the Transaction Object, which is valued at Rp202,686,000,000 (this includes the Transaction
Value plus VAT costs), and (ii) the renovation of the RS EMC Grha Kedoya building to accommodate the
installation of the Transaction Object, which will cost Rp17,383,000,000.
In 2024, the Company made a down payment of Rp20,268,600,000 for the purchase of the Transaction Object
based on a Purchase Order (PO) from SHI. This down payment was also necessary for the Company to fulfill
one of the requirements for submitting a construction permit and an operational permit to BAPETEN. As a
result, according to the proforma of the Company's consolidated financial position report, the Company's
other debts increased by Rp199,800,400,000, which reflects the total amount of installments required for
the purchase of the Transaction Object.
As of the date of this Disclosure of Information, the Company has obtained an OSS Construction Permit for
In Vivo Diagnostic Nuclear Medicine Facilities which was issued based on BAPETEN's recommendation.
VII. SUMMARY OF ASSESSMENT REPORT
In order to implement the Transaction, the Company has appointed KJPP Stefanus Tonny Hardi & Rekan as
an independent appraiser registered based on Public Appraiser Office Business License No. 2.08.0007 and
Public Appraiser License No. B-1.17.00490 issued by the Minister of Finance of the Republic of Indonesia and
Capital Market Supporting Professional Registration Certificate No. STTD.PB-39/PJ-1/PM.02/2023 issued by
the Financial Services Authority (“KJPP STH”). KJPP STH in this case was assigned by the Company to provide
a fairness opinion on the Transaction based on Assignment Letter No. STH-059/PR.007/MW/II/2025 dated
28 February 2025.
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According to Appraisal Report No. 00029/2.0007-00/BS/10/0490/1/V/2025-SF concerning the Fairness
Assessment of the Purchase Transaction of PET CT Scan Quadra dated 14 May 2025, below is a summary of
the fairness opinion of KJPP STH regarding the Transaction:
A. The Parties
The parties to the Transaction are the Company as the purchaser and SHI as the seller.
B. Assessment Object
The object of the assessment is the transaction for purchasing medical devices carried out by the
Company in the form of 1 unit of Biograph Vision Quadra 2020 (PET CT Scan Quadra) amounting to
Rp182,600,000,000 (the amount does not include VAT but does cover fees for transportation,
installation, and application training for end users).
C. Purpose and Objectives of the Assessment
The purpose of the assessment is to provide a fairness opinion on the Transaction. The purpose of the
assessment is to meet the transaction requirements in the capital market according to POJK 17/2020.
D. Date of the Assessment
This fairness opinion was provided as of 31 December 2024.
E. Assumptions and Limiting Conditions
In preparing a fairness opinion on the Transaction, KJPP STH uses several assumptions, including:
1. The Fairness Opinion Report produced by the appraiser is a non-disclaimer opinion.
2. The Appraiser has reviewed the documents used in the appraisal process.
3. The data and information obtained by the Appraiser come from sources that are reliable in terms of
accuracy and that all data and information are correct.
4. The Appraiser uses adjusted financial projections that reflect the fairness of the financial projections
made by management with the ability to achieve them (fiduciary duty).
5. The Appraiser is responsible for the implementation of the assessment and the fairness of the
adjusted financial projections.
6. The Appraiser produces a Fairness Opinion Report that is open to the public, unless there is
confidential information that may affect the company's operations.
7. The Appraiser is responsible for the Fairness Opinion Report and Fairness Opinion Conclusion.
8. The Appraiser has obtained information on the legal status of the object of the assessment from the
Company.
In addition, KJPP STH adheres to the management's statement letter stating that management has
submitted all important and relevant information regarding the Transaction and to the best of the
Company's management's knowledge there are no material factors that have not been disclosed and
could be misleading.
F. Assessment Approaches and Methods
The fairness analysis of this Transaction is conducted through transaction analysis, qualitative analysis,
and quantitative analysis, which includes performance and incremental analyses. This approach helps
determine the fairness of the Transaction based on its financial impact on the Company's shareholders,
as follows:
1. Transaction Analysis used in assessing the identity of each party in the Transaction and the
relationship between the parties. In addition, the assessment also carried out on the benefits of the
Transaction which have a good effect on the increase in outpatient volume, increase in revenue, and
a good reputation for EMC Healthcare. The Transaction was inseparable from risks related to legality
and licensing, competition with competitors, limited supply, availability of personnel, and clinical
results. In this case, the Company has had mitigation to avoid these risks.
11
Page 12
Unofficial Translation
2. Qualitative Analysis used in assessing the placement of PET CT Scan Quadra at RS EMC Grha Kedoya
which is influenced by several reasons, including (i) strategic location in the center of Jakarta, (ii)
referral priority because hospitals around RS EMC Grha Kedoya do not yet have PET CT Scan
equipment, (iii) potential referrals from other hospitals of EMC Healthcare that are quite close to RS
EMC Grha Kedoya, such as RS EMC Alam Sutera and RS EMC Tangerang, (iv) the supplier of
fluorodeoxyglucose (FDG) as the main component of PET CT Scan is located close to RS EMC Grha
Kedoya, and (v) RS EMC Grha Kedoya has sufficient space capacity for the development of PET CT
Scan Quadra which requires a space of around 600-1,000 m2.
3. Quantitative Analysis highlights the Company’s historical performance, demonstrating its ability to
generate profits, as evidenced by positive Return on Sales (ROS) and Return on Equity (ROE) ratios.
The analysis compares two scenarios: one where the Company engages in the Transaction and
another where it does not. The projections for profit and loss, financial ratios, net cash flow, and
overall financial position indicate a more favorable pro forma outcome if the Company proceeds
with the Transaction, compared to the scenario of not conducting it. Furthermore, the Transaction
involves relevant costs, including equipment licensing and appraisal service fees, to comply with
POJK 17/2020. Renting equipment is not a feasible alternative for the Transaction since the Quadra
PET CT Scan is a unique type of PET CT Scan that is not currently available in Indonesia and requires
specialized experts for its operation.
G. Fairness Opinion on the Transaction
Based on transaction analysis, qualitative analysis, quantitative analysis and fairness analysis of the
Transaction, KJPP STH is of the opinion that the Transaction is fair.
VIII. STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
The information outlined in this Disclosure of Information has been approved by the Board of Commissioners
and Board of Directors of the Company, who are responsible for the validity of all information disclosed. The
Board of Commissioners and Board of Directors of the Company hereby declare that all material information
and opinions expressed in this Disclosure of Information are true and can be accounted for and there is no
other information that has not been disclosed that may cause incorrect or misleading information. The Board
of Commissioners and Board of Directors of the Company have reviewed the Transaction, including assessing
the risks and benefits for the Company and all shareholders. Therefore, the Board of Directors and Board of
Commissioners of the Company are of the opinion that the Transaction is the best option to obtain the
greatest benefits for the Company.
IX. ADDITIONAL INFORMATION
Shareholders seeking additional information related to this Disclosure of Information can contact the
Company on Working Days at the following address:
Headquarters:
Jalan Panjang Arteri No. 26, Kedoya Utara, Kebon Jeruk,
West Jakarta 11520, Indonesia.
Tel. 150 789
Website: www.grhakedoya.com
Email: corsec.kedoya@emc.id
Jakarta, 15 Mei 2025
PT Kedoya Adyaraya Tbk
Board of Directors
12
Names mentioned 35 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×9
unresolved
org
PT Siemens Healthineers Indonesia
p.2 ×6
unresolved
org
KJPP Stefanus Tonny Hardi & Rekan
p.2 ×3
unresolved
org
KJPP Stefanus Tonny Hardi
p.2 ×3
unresolved
org
Minister of Finance
p.2 ×4
unresolved
org
Pengawas Tenaga Nuklir Nasional
p.2
unresolved
org
KJPP STH
p.2 ×7
unresolved
org
Menteri Keuangan Republik Indonesia
p.2
unresolved
org
Menteri Hukum dan Hak Asasi Manusia Republik Indonesia
p.2
unresolved
org
Minister of Law and Human Rights
p.2 ×9
unresolved
org
Bapepam-LK
p.3 ×4
unresolved
org
Indonesia Stock Exchange
p.3
unresolved
person
Darsono Purnomosidi
· Notaris
p.4
unresolved
org
West Jakarta District Court
p.4
unresolved
person
Jose Dima Satria
· Notaris
p.4 ×3
unresolved
org
PT Raya Registra
p.5
unresolved
person
Aulia Taufani
· Notaris
p.5
unresolved
org
PT Samudia Bahtera
p.6
unresolved
person
Humberg Lie
· Notaris
p.6
unresolved
person
Mala Mukti
· Notaris
p.6 ×5
unresolved
org
Siemens Healthineers Holding III B.V.
p.7
unresolved
org
Minister of Health
p.8
unresolved
org
Ministry of Health
p.8 ×3
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
4639 ms
12 Sep 2026 22:51
Raw output
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