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20250424_GHON_Rencana Transaksi Perubahan Kegiatan Usaha_31877954_lamp1.pdf
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Page 1
DISCLOSURE OF MATERIAL INFORMATION OR FACTS
TO THE SHAREHOLDERS OF
PT GIHON TELEKOMUNIKASI INDONESIA TBK
The Board of Commissioners and the Board of Directors of the Company (as defined below), both
individually and collectively, are responsible for the completeness and accuracy of all material
information or facts contained in this disclosure of information to the shareholders of the Company
(“Information Disclosure”). They hereby confirm that the information presented in this Information
Disclosure is true and that there are no undisclosed material facts that may cause the material
information in this Information Disclosure to be untrue and/or misleading.
In the event of any difficulty in understanding the information contained in this Information
Disclosure or any uncertainty in making a decision, please consult with a securities broker,
investment manager, legal advisor, public accountant, or other professional advisor without delay.
PT GIHON TELEKOMUNIKASI INDONESIA Tbk.
(the “Company” “GHON”)
Domiciled in West Jakarta
Line of Business:
Engaged in the fields of construction, information and communication, and leasing and rental activities
without option rights, employment services, travel agency services, and other supporting business
activities. To support its core business operations, the Company may also engage in ancillary business
activities, including the construction of telecommunication centers, telecommunication installations,
wired telecommunication activities, as well as leasing and rental activities without option rights for
machinery, equipment, and other tangible assets.
Head Office:
APL Tower – Central Park Lt. 19 Unit T-7
Jl. Letjend S. Parman Kav. 28, Tanjung Duren Selatan
Grogol Petamburan, Kota Administrasi Jakarta Barat,
Provinsi DKI Jakarta 11470
Telepon: 021-2527300/021-2527276
Email address: info@gihon-indonesia.com
Website: www.gihon-indonesia.com
This Information Disclosure is submitted by the Company in relation to its planned change in business
activities, specifically the addition of a new business line involving the leasing of electric power systems
using batteries for telecommunication towers.
This Information Disclosure is also submitted by the Company in connection with its plan to expand its
business activities to include the operation of electricity supply installations and the installation of
electrical system infrastructure. This disclosure is made to comply with the provisions of the Financial
Services Authority Regulation Number 31/POJK.04/2015 concerning Disclosure of Material
Information or Facts by Issuers or Public Companies in conjunction with Financial Services Authority
Regulation Number 17/POJK.04/2020 concerning Material Transactions and Changes in Business
Activities.
The General Meeting of Shareholders (GMS) to approve the Company's plan will be held on
June 2, 2025, at 13:30 WIB – until adjournment
This Information Disclosure was issued in Jakarta on April 24, 2025.
Page 2
DEFINISI
Public Appraisal Firm means a business entity licensed by the Minister of Finance to serve
as a professional platform for Public Appraisers in carrying out
valuation services and other related services.
KBLI means the Indonesian Standard Industrial Classification (Klasifikasi
Baku Lapangan Usaha Indonesia).
KJPP MPR means Kantor Jasa Penilai Publik Martokoesoemo, Pakpahan &
Rekan, a registered appraisal service firm with business license
number 2.09.0070, granted by Decree of the Minister of Finance of
the Republic of Indonesia No. 440/KM.1/2019, with a track record in
asset and business valuation under classification A (Assets) and B
(Business).
OJK means an independent institution with the function, duty, and
authority to regulate, supervise, examine, and investigate as
stipulated in Law No. 21 of 2011 concerning the Financial Services
Authority, as amended by the UUP2SK.
The Company or GHON PT Gihon Telekomunikasi Indonesia Tbk, domiciled in West Jakarta,
a publicly listed company established pursuant to the laws and
regulations of the Republic of Indonesia.
POJK No. 17/2020 means Financial Services Authority Regulation No.
17/POJK.04/2020 dated April 21, 2020 concerning Material
Transactions and Changes in Business Activities.
POJK No. 15/2020 means Financial Services Authority Regulation No.
15/POJK.04/2020 dated April 21, 2020 concerning the Planning and
Organization of General Meetings of Shareholders for Public
Companies.
Business Activity Change means the planned addition of business activities involving the
Plan leasing of power supply systems for telecommunication towers to the
Company's customers.
GMS means the General Meeting of Shareholders.
Business Feasibility Study means a professional appraisal assignment carried out by a
Business Appraiser that provides an opinion regarding the feasibility
of a business or project.
Valuation Date in this report has the same meaning as the Business Feasibility
Study Date, which refers to the date on which the opinion on the
feasibility of a business or project is issued.
UUP2SK means Law No. 4 of 2023 dated January 12, 2023 concerning the
Development and Strengthening of the Financial Sector, State
Gazette of the Republic of Indonesia Year 2023 No. 4, Supplement
No. 6845.
Page 3
I. INFORMATION ABOUT THE COMPANY
The Company was established under the name PT Gihon Telekomunikasi Indonesia, domiciled in
Jakarta, pursuant to Deed No. 58 dated April 27, 2001, drawn up before Notary Nurmiati, S.H., and was
approved by the Minister of Law and Human Rights of the Republic of Indonesia (“MOLHR”) through
Decree No. C-00673.HT.01.01.TH.2001 dated May 10, 2001.
The Company’s Articles of Association as set forth in the Deed of Establishment have been amended
several times, most recently by the Deed of Statement of Meeting Resolutions on the Amendment of the
Articles of Association No. 34 dated May 31, 2022, drawn up before Ashoya Ratam, S.H., M.Kn., Notary
in the Administrative City of South Jakarta (“Deed No. 34/2022”). This amendment was approved by the
MOLHR pursuant to Decree No. AHU-0040996.AH.01.02.TAHUN 2022 dated June 16, 2022 and
registered in the Company Register under No. AHU-0113119.AH.01.11.TAHUN 2022 on the same date.
Under Deed No. 34/2022, the shareholders in the Company’s General Meeting of Shareholders
approved, among other things, the amendment of Article 3 of the Articles of Association to align with the
2020 Indonesian Standard Industrial Classification (KBLI).
In accordance with Article 3 of the Company’s Articles of Association, the purpose and objective of the
Company is to engage in the fields of construction, information and communication, and leasing and
rental activities without option rights, employment services, travel agency services, and other supporting
business activities. To support its main business activities, the Company may also conduct supporting
activities including the construction of telecommunication centers, telecommunication installations, wired
telecommunication activities, as well as leasing and rental activities without option rights for machinery,
equipment, and other tangible assets not categorized under other sectors. As of now, the Company has
carried out all business activities in accordance with Article 3 of its Articles of Association.
Capital Structure and Shareholding Composition
Based on the Company’s Shareholder Register as of March 31, 2025, issued by PT Datindo Entrycom
as the Securities Administration Bureau, the capital structure and shareholding composition of the
Company are as follows:
Description Nominal Value per Share
Number of Total Nominal Value (IDR) Voting Rights %
Shares
Authorized Capital 950.000.000 95.000.000.000
Tower Bersama
Infrastructure 277.337.700 27.733.770.000 50,43%
Rudolf P Nainggolan 198.395.080 19.839.508.000 36,07%
Felix Ariodamar 1.986.090 198.609.000 0,36%
Yoyong 307.500 30.750.000 0,05%
Public 71.973.630 7.197.363.000 13,09%
Total Issued and Paid-Up
Capital 550.000.000 55.000.000.000 100,00%
Shares in Portfolio 400.000.000 40.000.000.000
Page 4
Composition of the Board of Commissioners and Board of Directors
Based on the Deed of Statement of Meeting Resolutions No. 09 dated May 31, 2024 (“Deed 9/2024”)
drawn up before Titik Krisna Murti Wikaningsih Hastuti, S.H., M.Kn., which was duly notified to the
Minister of Law and Human Rights (MOLHR) under Notification Receipt of Amendment to Company
Data No. AHU-AH.01.09-0211723 dated June 7, 2024 and registered in the Company Register under
No. AHU-0112823.AH.01.11.TAHUN 2024 on the same date, the composition of the Company’s Board
of Commissioners and Board of Directors is as follows:
President Commissioner : Drs. Kumari AK
Commissioner : Johanes Adi Sasongko
Independent Commissioner : Aria Kanaka
President Director : Rudolf P Nainggolan
Director : Felix Ariodamar
Director : Yoyong
Audit Committee
In accordance with the Financial Services Authority (OJK) Regulation No. 55/POJK.04/2015 dated
December 29, 2015 regarding the Establishment and Guidelines for the Implementation of Audit
Committee Work, the Company has established an Audit Committee pursuant to the Circular Decision
of the Board of Commissioners dated June 5, 2020, with the following composition:
Chairperson : Aria Kanaka
Member : Andreas Adoe
Member : Juwita Apriliaty
Nomination and Remuneration Committee
Pursuant to OJK Regulation No. 34/POJK.04/2014 dated December 8, 2014 regarding the Nomination
and Remuneration Committee of Issuers or Public Companies, the Company has formed a Nomination
and Remuneration Committee as stipulated in the Decision of the Board of Commissioners No.
004/Let/GTI/I/2018 dated January 16, 2018, with the following composition:
Chairperson : Aria Kanaka
Member : Drs Kumari AK
Member : Johanes Adi Sasongko
Corporate Secretary
The Company has appointed a Corporate Secretary based on the Board of Directors' Decree No.
001/BOD/GTI/IX/2019 dated September 23, 2019 concerning the Appointment of Corporate
Secretary, in accordance with OJK Regulation No. 35/POJK.04/2014. As of the date of this disclosure,
the Corporate Secretary is:
Name : Yoyong
Office Address : APL Tower – Central Park Lt. 19 Unit T-7 Jl. Letjend S. Parman Kav. 28,
Tanjung Duren Selatan Grogol Petamburan, Kota Administrasi Jakarta
Barat, Provinsi DKI Jakarta 11470
Phone Number : 0818-762-222
Page 5
Keterangan Mengenai Entitas Anak
No Company Business Domicile Year of Year of Year of Ownership (%)
Name Activities Investmen Establis Commercial Direct Indirect
t by the hment Operation
Company
1 PT Global Construction Tangerang 2023 2018 2018 80% -
Patra Services for Selatan
Sinertama Communication
Installations
Summary of the Company’s Financial Data
The Company’s Consolidated Financial Statements for the period ended December 31, 2024, have
been audited by the Public Accounting Firm Suharli, Sugiharto & Rekan, with an unqualified opinion
in all material respects, as stated in the Independent Auditor’s Report No.
00094/2.1315/AU.1/06/1017-1/1/II/2025 dated March 26, 2025, signed by Riki Afrianof, CPA.
Consolidated Statement of Financial Position:
In Thousands of Rupiah
Dec 2024 Dec 2023
Total Assets 1.427.439.424 1.359.147.579
Total Liabilities 580.628.884 524.102.658
Total Equity 846.810.540 835.044.921
Consolidated Statement of Profit or Loss and Other Comprehensive Income:
Description D In Thousands of Rupiah
Dec 2024 Dec 2023
Revenue 211.679.065 203.637.725
Gross Profit 162.645.245 154.981.092
Operating Profit 141.942.912 137.592.830
Profit Before Final Tax and Income Tax 107.712.978 120.573.086
Profit Before Income Tax 89.629.882 104.582.737
Net Profit for the Year 86.401.684 100.226.779
Total Comprehensive Income (Loss) for the
Year 108.140.619 102.873.879
Basic Earnings per Share Attributable to 157 182
Owners of the Parent Entity (full amount)
Page 6
II. INTRODUCTION This Disclosure of Information is presented to the Company’s shareholders as a basis for consideration in connection with the Company’s plan to expand its line of business by adding a new activity, namely leasing electrical power systems using batteries for telecommunication towers. Prior to implementing this business expansion, the Company is required to obtain approval from its shareholders in the General Meeting of Shareholders (GMS) in accordance with the provisions of Article 32 in conjunction with Article 22 paragraph (1) point a of OJK Regulation No. 17/2020. This business expansion is also conducted in compliance with the Regulation of the Central Bureau of Statistics No. 2 of 2020 concerning the Indonesian Standard Industrial Classification (KBLI). III. BRIEF DESCRIPTION OF THE TRANSACTION 1. BRIEF INFORMATION Company History GHON is domiciled in Jakarta and was established based on Deed No. 58 dated 27 April 2001, made before Notary Nurmiati, S.H., and was approved by the Minister of Law and Human Rights of the Republic of Indonesia through Decree No. C-00673.HT.01.01.TH.2001 dated 10 May 2001. The Company’s Articles of Association have undergone several amendments, with the most recent amendment based on Deed No. 34/2022, which reflects the resolutions of the General Meeting of Shareholders. This amendment has been approved by the Minister of Law and Human Rights of the Republic of Indonesia as stated in Decree No. AHU-0040996.AH.01.02.TAHUN 2022 dated 16 June 2022. Business Activities Based on Article 3 of the Company’s Articles of Association, the Company is engaged in business activities in the fields of construction, information and communication, and leasing and lease financing activities without purchase options, manpower services, travel agency services, and other supporting business activities. To support its main business activities, the Company may also conduct supporting business activities such as telecommunications central construction, telecommunications installation, wired telecommunications activities, as well as leasing and lease financing without purchase options for machinery, equipment, and other tangible goods not classified elsewhere.
Page 7
2. AILABILITY OF EXPERTISE RELATED TO THE PROPOSED CHANGE IN BUSINESS ACTIVITIES In implementing the business activity of leasing electric power systems using batteries for telecommunications towers, the Company will not add internal human resources. Operational activities and unit installations will be carried out in collaboration with partners who possess the necessary experience and capabilities in the installation and management of battery-based power systems. Accordingly, the labor needs for this activity can be efficiently met without significantly affecting the Company’s organizational structure or operational costs. 3. EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE PROPOSED CHANGE IN BUSINESS ACTIVITIES The Company’s core business activity focuses on leasing space at telecommunications tower sites used for the installation of antennas and other supporting devices for wireless signal transmission. This cooperation is conducted through long-term agreements with wireless telecommunications operators. Additionally, the Company provides network access devices such as repeaters and in- building systems to support telecommunications connectivity, particularly in high-density urban areas. In conducting its main business, the Company’s management often encounters customer needs that go beyond tower space leasing, including the provision of supporting equipment or accessories, such as power supply devices, including batteries and rectifiers, which are leased to support the operation of customer equipment. In response to the evolving customer needs and the growing demand for efficient and sustainable electrical solutions, the management considers it necessary to offer more comprehensive services that align with current customer expectations. Therefore, as part of its long-term business strategy, the management intends to expand the Company’s business activities to include the leasing of power supply systems, particularly to existing customers, both at current tower sites and at new sites to be developed in the future. In other words, the Company aims to broaden the range of services offered to its existing customers—extending beyond tower space leasing to include the provision of electrical systems that support the operation of customer equipment more efficiently and sustainably. This is also in line with telecommunications industry trends that are beginning to adopt battery-based power systems to enhance efficiency and reduce dependence on fossil fuel-powered generators. In relation to this, the Company intends to add the following business activities: a. Operation of electric power generation installations (KBLI: 35121); and b. Installation of electrical systems (KBLI: 43211) This addition of business activities also forms part of a service diversification and integration strategy that remains aligned with the Company’s core business lines and is expected to provide added value to customers while enhancing the Company’s competitive edge on a sustainable basis.
Page 8
4. EXPLANATION OF THE IMPACT OF THE PROPOSED ADDITION OF BUSINESS ACTIVITIES
ON THE COMPANY'S FINANCIAL CONDITION
The proposed addition of business activities is projected to contribute positively to the sustainability
and growth of the Company’s business. By expanding the scope of services offered, it is expected
to drive increased business revenue and lead to asset growth for the Company over the medium
to long term. The financial implications of this initiative are also anticipated to create added value
for shareholders by strengthening the Company’s fundamentals and overall financial performance.
IV. SUMMARY OF THE FEASIBILITY STUDY ON THE ADDITION OF BUSINESS ACTIVITIES
The Company has appointed KJPP MPR, an officially registered Public Appraisal Service Office with
business license number 2.09.0070 through the Decree of the Minister of Finance No. 440/KM.1/2019
dated August 12, 2019, to provide an opinion on the feasibility of the Business Activity Change Plan
in the form of adding the Company's business activities, specifically power supply leasing, as part of
the Operation of electricity supply installations (KBLI: 35121) and Installation system installation (KBLI:
43211) to the Company's customers.
Below is a summary of the feasibility study report on the Business Activity Change Plan as outlined in
the Business Feasibility Study Report for PT Gihon Telekomunikasi Indonesia Tbk, No. 00010/2.0070-
00/BS/06/00168/1/IV/2025 dated April 22, 2025 ("Feasibility Study Report"):
a. Purpose of the Feasibility Study Report
The purpose of this Feasibility Study Report is to examine the Business Feasibility Study
Object in relation to the upcoming General Meeting of Shareholders concerning the Plan for
the Addition of Business Activities, reviewed from various aspects, including:
Market feasibility analysis covering market conditions, competitors, and marketing
strategies;
Technical feasibility analysis covering capacity, availability and quality of resources,
including raw materials, labor, professionals, and production processes;
Business model feasibility analysis, including competitive advantages due to the
uniqueness of the business model, competitors' ability to imitate the product, and the ability
to create value;
Management model feasibility analysis covering workforce availability, intellectual property
management, risk management, management capacity and capabilities, and alignment of
organizational structure and management;
Financial feasibility analysis covering financial projections, break-even analysis, profitability
analysis, and return on investment.
The goal of the Feasibility Study Report is to provide an overview of the feasibility of the
Business Activity Addition Plan, which will subsequently be used as a reference and
consideration by the Company's management to comply with POJK 17/2020.
Page 9
b. Limiting Conditions and Key Assumptions
Key Assumptions:
All data and information obtained from the Company’s management are accurate;
Both macroeconomic and industry conditions are based on the latest available data
from the current or forthcoming fiscal year, adjusted to the Feasibility Study Business
Date that has taken into account the current conditions related to the Feasibility Study
Object;
The Company has ensured that the Feasibility Study Object is not involved in any
legal issues or lawsuits from third parties;
The limited review results for the purpose and scope of the assignment are sufficient
to meet quantitative analysis requirements;
There is no tax dispute, and the Company is able to fulfill all its tax obligations
concerning the Feasibility Study Business Object, both as part of the business entity
and as a whole;
The financial projections of the Feasibility Study Business Object are assumed to be
achievable and have considered both risks and benefits for the Company.
The conclusions on feasibility or infeasibility are based on the availability of information and
data obtained from the Company and external information believed to be accurate, based
on the Assessment Date set by the Company.
c. Conclusion / Opinion on the Feasibility of the Business Activity Change
Based on the analysis of market feasibility, technical feasibility, business model feasibility,
management model feasibility, and financial feasibility, it can be concluded that the addition of
the power supply leasing activity (KBLI: 35121 — Operation of Electricity Supply Installations)
and (KBLI: 43211 — Installation System Installation) to existing customers has the potential to
provide a return higher than the Company's WACC. Considering the strong market access,
the Group's experience in the industry, and the potential return levels, the Appraiser opines
that the addition of the power supply leasing business activity is feasible.
Page 10
V. GENERAL MEETING OF SHAREHOLDERS
Approval for the Business Activity Addition Plan will be requested from the shareholders in the General
Meeting of Shareholders (GMS) to be held by the Company on:
Day and Date : Monday, June 2, 2025
Time : 13:30 WIB – until completion
Venue : Pondok Indah Golf Course, Pine Room, Golf Gallery 2nd floor
Jl. Metro Pondok Indah, Pd. Pinang, Kec. Kby. Lama, Jakarta, Daerah
Khusus Ibukota Jakarta 12310
The agenda items that will be proposed in relation to the planned transaction are:
"Approval of the business activity addition plan (including discussion of the business feasibility study
related to the aforementioned plan) to be undertaken by PT Gihon Telekomunikasi Indonesia Tbk, in
the form of adding business activities related to leasing electrical systems using batteries for
telecommunication towers to comply with the provisions of Article 32 in conjunction with Article 22
paragraph (1) point a POJK Number 17/POJK.04/2020 concerning Material Transactions and
Changes in Business Activities."
The GMS will be conducted in accordance with the provisions of Article 13 paragraph 6 of the
Company’s Articles of Association, Article 32 in conjunction with Article 22 paragraph (1) point a of
POJK No. 17/2020, and Article 42 POJK No. 15/2020. Thus, for the agenda item related to the planned
transaction, the GMS may be held to discuss the item if the meeting is attended by shareholders or
their proxies representing more than 2/3 (two-thirds) of the total shares with valid voting rights. The
GMS decision for this agenda item will be valid if approved by more than 2/3 (two-thirds) of the total
shares with valid voting rights present at the GMS.
If the quorum for the first GMS as described above is not reached, a second GMS may be held under
the condition that the second GMS is valid and authorized to make decisions if the second GMS is
attended by shareholders or their proxies representing at least 3/5 (three-fifths) of the total shares with
valid voting rights. Decisions made at the second GMS will be valid if approved by more than 1/2 (one-
half) of the total shares with valid voting rights present at the second GMS.
In the event the quorum for attendance at the second GMS, as described above, is not met, a third
GMS may be held under the condition that the third GMS is valid and authorized to make decisions if
attended by shareholders representing the quorum for attendance and decision-making as established
by the OJK upon the Company’s request.
Based on POJK No. 17/2020, if the Business Activity Change Plan does not receive approval from the
GMS, the Business Activity Change Plan may be resubmitted for GMS approval no earlier than 12
(twelve) months after the GMS that did not approve it.
Page 11
Key Dates Related to the General Meeting of Shareholders (GMS):
1 Announcement of GMS and Disclosure of Information
regarding the Business Activity Change Plan through the
Indonesia Stock Exchange website and the Company’s
website www.gihon-indonesia.com April 24, 2025
2 Record date for shareholders eligible to attend the GMS May 8, 2025
3 GMS invitation via the Indonesia Stock Exchange website
and the Company’s website www.gihon-indonesia.com May 9, 2025
4 Changes or additions to the Information Disclosure on the
Indonesia Stock Exchange website and the Company’s
website www.gihon-indonesia.com (if any) May 28, 2025
5 Date of the General Meeting of Shareholders June 2, 2025
6 Announcement of the Summary of GMS Minutes through the
Indonesia Stock Exchange website and the Company’s
website www.gihon-indonesia.com June 4, 2025
VI. INFORMASI TAMBAHAN
For further details regarding the above matters, you can contact the Company during business hours
at the following address:
Corporate Secretary
PT GIHON TELEKOMUNIKASI INDONESIA Tbk.
APL Tower – Central Park Lt. 19 Unit T-7
Jl. Letjend S. Parman Kav. 28, Tanjung Duren Selatan
Grogol Petamburan, Kota Administrasi Jakarta Barat,
Provinsi DKI Jakarta 11470
Phone: 021-2527300/021-2527276
Email address: info@gihon-indonesia.com
Website: www.gihon-indonesia.com
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KJPP MPR
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Ashoya Ratam
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confidence 0.091
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12 Sep 2026 22:51
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