Skip to content
Back to announcement

20250326_CBDK_Informasi Transaksi Afiliasi_31871315_lamp2.pdf

Asset transaction Needs review CBDK

Source file signed link, expires in 15 minutes

This browser can't display the PDF inline. Open it in a new tab.

Extracted text 10

Page 1
                       DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF
                                    PT BANGUN KOSAMBI SUKSES TBK
                                              (the “COMPANY”)


 THIS DISCLOSURE OF INFORMATION IS PUBLISHED BY THE COMPANY IN ORDER TO COMPLY WITH THE
PROVISIONS OF THE FINANCIAL SERVICES AUTHORITY REGULATION NO. 42/POJK.04/2020 CONCERNING
             AFFILIATED TRANSACTIONS AND CONFLICT OF INTEREST TRANSACTION




                                    PT BANGUN KOSAMBI SUKSES TBK


                                         Main Business Activities:
                            Engaged in Real Estate and Holding Company Activities

                                 Domiciled in Tangerang Regency, Indonesia

                    Head Office:                                           Correspondence Office:
 Jalan Inspeksi PIK 2, Terusan Jalan Perancis No. 5                Office Tower Agung Sedayu Group Lt 10
 Kelurahan Dadap, Kecamatan Kosambi, Kabupaten                   Jl. Marina Raya, Kamal Muara, Penjaringan,
            Tangerang 15211, Indonesia                                       Jakarta Utara, 14470
          Telephone: (+62) 21 - 50282888                                   Tel. (+62) 21 – 39734100
             Fax: (+62) 21 - 50282888                                      Fax. (+62) 21 - 39734111

                                    Email: corporate.secretary@cbdpik2.com
                                           Website: www.cbdpik2.com


                     This Disclosure of Information is published in Jakarta on 26 March 2025
Page 2
                                                           DEFINITION

 BKS                                :         means PT Bangun Kosambi Sukses Tbk, which constitutes as majority
                                              shareholder of MAS.


 MAS                                :         means PT Mega Andalan Sukses, which constitutes subsidiary of BKS.

 Menkumham                          :         means Menteri Hukum dan Hak Asasi Manusia Republik Indonesia or Minister
                                              of Law and Human Right of Republic of Indonesia.

 OJK                                :         means Otoritas Jasa Keuangan or Financial Services Authority.

 Company                            :         means PT Bangun Kosambi Sukses Tbk.

 OJK Regulation 17/2020             :         OJK Regulation Number 17/POJK.04/2020 on Material Transactions and
                                              Changes in Business Activities.

 OJK Regulation 42/2020             :         OJK Regulation Number 42/POJK.04/2020 on Affiliated Transactions and
                                              Conflict of Interest Transactions.

 Transaction                        :         means the increasing of paid up capital of MAS by its issuance of new shares
                                              which are entirely subscribed by BKS, hence there’s increase of capital in
                                              MAS and share investment by BKS in MAS as described in Description of
                                              Transaction




                                                      I.   INTRODUCTION

This Disclosure of Information is made in relation to the Transaction with a total value of IDR308,000,000,000, with the
increasing of paid up capital of MAS and issuance of new shares by MAS which are entirely subscribed by BKS, hence there
will be increase of capital in MAS and the share investment by BKS in MAS from 55.89% to 64,62%

As of the date of this Disclosure of Information is published, MAS has been already the subsidiary of BKS with the ownership
of 55.89%, hence in accordance with the provisions of POJK 42/2020, the Transaction in question is an Affiliate Transaction
that must comply with the provisions and procedures stipulated in POJK 42/2020.

                                        II.     DESCRIPTION OF THE TRANSACTION

1. Date of Transaction

   The date of Transaction is the date of issuance of approval and proof of notification to the Ministry of Law and Human
   Right of Republic of Indonesia on the Deed of Restatement of Circular Resolution of Shareholders of MAS No. 02 dated
   25 March 2025, made before Eriana Djingga, S.H., Notary in South Jakarta Administrative City, in accordance to Decision
   of Minister of Law and Human Right of Republic of Indonesia No. AHU-0021476.AH.01.02.TAHUN 2025, dated
   25 March 2025, and Letter of Receipt of Notification on the change of Articles of Association No. AHU-AH.01.03-0090839,
   dated 25 March 2025.

2. Object of Transaction

   The Capital payment injected by BKS to MAS with the paid up capital increase of MAS and issuance of new shares by
   MAS which are entirely subscribed by BKS.
Page 3
3. Value of the Transaction and Information On the Change of Share Ownership of BKS in MAS

 Value of Transaction                     The Value of the Transaction is in the amount of IDR308.000.000.000



 Change of Percentage of Share            COMPOSITION OF INITIAL SHAREHOLDING
 Ownership in MAS                         - PT Bangun Kosambi Sukses Tbk in the number of 126,682 shares, or equal
                                             to 55.89% of issued and paid up capital;
                                          - PT Agung Sedayu, in the number of 50,000 shares, or equal to 22.06% of
                                             issued and paid up capital; and
                                          - PT Tunas Mekar Jaya, in the number of 50,000 shares, or equal to 22.06%
                                             of issued and paid up capital.

                                          SUSUNAN PEMEGANG SAHAM SETELAH PENINGKATAN MODAL
                                          - PT Bangun Kosambi Sukses Tbk, in the number of 182,682 shares, or equal
                                              to 64.62% of issued and paid up capital;
                                          - PT Agung Sedayu, in the number of 50,000 shares, or equal to 17.69% of
                                              issued and paid up capital; and
                                          - PT Tunas Mekar Jaya, in the number of 50,000 shares, or equal to 17.69%
                                              of issued and paid up capital.

                                          LEGAL BASE OF THE CHANGE OF SHARE OWNERSHIP
                                          Deed of Circular Resolution of Shareholders of MAS No. 02 dated 25 March 2025,
                                          made before Eriana Djingga, S.H., Notary in Kota Administrasi Jakarta Selatan,
                                          with the approval on the change of Articles of Association from Ministry of Law and
                                          Human Right of Republic of Indonesia in accordance to Decision of Minister of Law
                                          and Human Right of Republic of Indonesia No. AHU-0021476.AH.01.02.TAHUN
                                          2025, dated 25 March 2025, and receipt of notification on the change of Articles of
                                          Association to Ministry of Law and Human Right of Republic of Indonesia in
                                          accordance to Letter of Receipt of Notification on the change of Articles of
                                          Association No. AHU-AH.01.03-0090839, dated 25 March 2025.


4.     Transactions Parties and Relation with the Company

       The Parties carried out the Transactions are consisting of:

       a.      The issuer of New Shares

               MAS, which constitues the subsidiary of BKS.

       b.      The Subcriber of the New Shares

               BKS, constitutes the majority shareholder of MAS.

5.     Nature of the Affiliated Relationships of Transaction Parties with the Company

       a.      From the Issuer of Share Side:
               55.89 % shares of MAS owned by BKS.

       b.      From the Subscriber of Share Side:
               BKS as the holder/owner of 55.89 % shares of MAS.
Page 4
6.       Considerations and Reasons for Conducting the Transaction Compared to Other Similar Transaction with
         Non-Affiliated Parties

         The Transaction was carried out with an Affiliated party and not with other third parties, with the consideration of
         maintaining or even increasing BKS's share ownership in MAS, hence reducing the risk of dilution of BKS's share
         ownership in MAS.

         By conducting the Transaction, the Company continuously seeks potential business opportunities that can maximize
         the investment value of the Company and its subsidiaries in the future. The Company views the property industry as
         having significant potential that can positively impact the Company's business development and create optimal
         business synergy, particularly in the development of the PIK 2 area. This, in turn, allows the Company and its
         subsidiaries to capitalize on a substantial portion of the potential profits generated in the future, ultimately enhancing
         the Company's consolidated financial performance and providing added value to its shareholders.

         The Transaction serves as one of the Company's strategic initiatives and risk mitigation measures to increase its
         ownership in MAS. The funds from the Transaction will be utilized to assist and support MAS in meeting its working
         capital and/or capital expenditure requirements, thereby improving efficiency and effectiveness in terms of funding
         sources related to its operational activities.

         Furthermore, the acquisition of new shares through the Transaction, leading to an increase in ownership structure in
         MAS, will further strengthen the Company's level of control over MAS in the future. Once the Transaction becomes
         effective, the Company expects to generate potential returns that can support increased liquidity and consolidated
         financial performance, ultimately providing added value to the Company and all its shareholders in the long term.

                                              SUMMARY OF PROPERTY VALUATION

Kantor Jasa Penilai Publik (KJPP) Suwendho Rinaldy dan Rekan (KJPP SRR), an authorized KJPP based on the Decree of
the Minister of Finance No. 2.09.0059 dated August 20, 2009 which is registered as a capital market supporting profession at
OJK with a Letter of Registration of Capital Market Supporting Profession from OJK No. STTD.PPB-05/PJ-1/PM.02/2023
dated June 8, 2023 (Property and Business Valuer), has been assigned by the management of the Company to provide an
opinion as an independent valuer of the market value of the property of PT Mega Andalan Sukses (“MAS”) in accordance with
the proposal of KJPP SRR No. 250303.003/SRR-JK/SPN-A/CBDK/OR dated March 3, 2025 which has been approved by the
management of the Company.

The following is a summary of the property valuation report as outlined in the Property Valuation Report on/of the Name of
PT Cahaya Gemilang Indah No. 00118/2.0059-02/PI/03/0242/1/III/2025 dated March 14, 2025:

1. Objective and Purpose of the Valuation

     The objective of the valuation of the Object of Valuation is to provide an opinion on the market value, as of the valuation
     date, of the Object of Valuation, expressed in Rupiah. The purpose of the above assignment is to provide information to
     the Company regarding the market value of the Object of Valuation which will be used to support the valuation of MAS
     shares conducted by KJPP KR.

2. Assumptions and Limiting Conditions

     The assumptions and limiting conditions used in the valuation are as follows:

     -     The valuation report of the Object of Valuation is a non-disclaimer opinion report;
     -     KJPP SRR has reviewed the documents used in the valuation process of the Object of the Valuation;
     -     The data and information used in the valuation of the Object of the Valuation are sourced from and or validated by
           the Indonesian Society of Appraisers (“MAPPI”);
     -     KJPP SRR is responsible for the implementation of the preparation of the valuation report of the Object of Valuation;
     -     The valuation report of the Object of Valuation is a report that is open to the public unless there is confidential
           information, which may affect the Company's operations;
     -     KJPP SRR is responsible for the valuation report of the Object of Valuation and the conclusion of the final value;
     -     KJPP SRR has reviewed the legal status of the Object of Valuation.
Page 5
3. Main Assumptions

   The valuation does not take into account the costs and taxes incurred due to the sale and purchase, as regulated in OJK
   Regulation No. 28/POJK.04/2021 dated December 28, 2021 regarding Valuation and Presentation of Property Valuation
   Reports in the Capital Market (“POJK 28/2021”) and the Code of Ethics of Indonesian Appraisers and Indonesian Valuation
   Standards VII Edition 2018 (“KEPI & SPI”).

4. The Object of Valuation

   The object valued in this valuation is the Object of Valuation, namely property on/of the name of MAS in the form of land
   inventory of 558,030.00 m², land under development of 3,798,801.00 m², investment property (land [1,405.00 m²] and
   buildings [479.00 m²]), and fixed assets (buildings, inventory, equipment, motor vehicles, and CIP) located in Desa Tanjung
   Burung, Kecamatan Teluknaga, KabupatenTangerang, Propinsi Banten.

5. Inspection of the Object of Valuation

   Physical inspection of the Object of Valuation was conducted on March 4, 2025.

6. Date of Valuation

   The date of valuation is set as of December 31, 2024. This date was chosen based on consideration of the purpose and
   objective of the valuation.

7. Valuation Approach

   Approaches applied in this valuation are as follows:

   -     Market Approach

         The market approach is a valuation approach that uses transaction or offering data on properties that are
         comparable and similar to the Object of Valuation which is based on a comparison and adjustment process.

         The market approach is used in the valuation of Object of Valuation in the form of land and motor vehicles by
         considering that at the time of field inspection, comparable and similar property comparable data is found that can
         be used in the valuation process.

   -     Income Approach

         The income approach is a valuation approach that is based on the income and costs of the Object of Valuation per
         certain period, which can be generated by the Object of Valuation, which is then capitalized.

         The income approach is used in this valuation by considering that the Object of Valuation is a property that has the
         ability to generate income in the future.

   -     Cost Approach

         The cost approach is a valuation approach to obtain an indication of the value of the Object of Valuation based on
         the cost of reproduction new dan cost of replacement new cut-off date after deducting depreciation.

         Cost approach is used in this valuation considering that cost of reproduction/replacement new and depreciation of
         buildings, inventory, and equipment can be estimated and at the time of site inspection.

8. Valuation Conclusion

   Based on the result of valuation from the independent valuer KJPP SRR, the market value of the property on/of the name
   of MAS as of December 31, 2024 is amounted to Rp 9,723,910,932,000.00.
Page 6
                      III.   SUMMARY OF APPRAISER’S REPORT ON THE SHARE VALUATION

Kantor Jasa Penilai Publik (“KJPP“) Kusnanto & Rekan (“KR“) as registered KJPP based on the Ministry of Finance Decree
No. 2.19.0162 dated 15 July 2019 and listed as a capital market supporting profession of the OJK under Registered Letter of
Capital Market Supporting Profession of OJK No. STTD.PB-01/PJ-1/PM.223/2023 (business appraiser), has appointed by the
Company’s management to give an opinion as independent appraisers on the market value of 100.00% minority shares of
MAS in accordance to the engagement letter No. KR/241216-002 dated 16 December 2024 which was approved by the
Company’s management.

The following is a summary of the report of the market value of 100.00% minority shares of MAS as stated in report
No. 00038/2.0162-00/BS/03/0153/1/III/2025 dated 24 March 2025.

1.   Transaction Parties

     The transacting parties in the Transaction are the Company and MAS

2.   The Valuation Object

     The valuation object is the market value of 100.00% minority shares of MAS.

3.   The Objective and Purpose of The Valuation

     The objective of the valuation is to obtain an independent opinion on the market value of the valuation object stated in
     Rupiah and/or its equivalency as of 31 December 2024.

     The purpose of the valuation is to provide an overview on the market value of the valuation object which would then be
     used as a reference and consideration by the Company's management in accordance to the implementation of the
     Transaction and to comply with the applicable regulations, i.e. OJK Regulation 42/2020.

     This valuation was performed in compliance with the provisions of POJK 35/2020 and Indonesian Valuation Standards
     2018, Revised Edition SPI300, SPI310, SPI320, SPI330.

4.   Assumptions and Limiting Conditions

     This valuation was prepared based on the market and economic conditions, general business and financial conditions
     as well as applicable Government regulations until the date of issuance of this valuation report.

     The valuation of the Valuation Object performed with the discounted cash flow method was based on MAS’s financial
     statements projections prepared by the management of MAS. In preparing the financial statements projections, various
     assumptions were developed based on the performance of MAS in previous years and management’s plan for the future.
     KJPP KR have made some adjustments to the financial statements projections in order to describe the operating
     conditions and performance of MAS more fairly during the valuation. Overall, there were not any significant adjustments
     that have been applied to the performance targets of MAS and reflect its fiduciary duty. KJPP KR are responsible for the
     valuation and the fairness of the financial statements projections based on the historical performance of MAS and the
     information from the management of MAS to such financial statements projections. KJPP KR are also responsible for the
     valuation report of MAS and the final value conclusion.

     In the valuation assignment, KJPP KR assumed the fulfillment of all conditions and obligations of the Company. KJPP
     KR also assumed that from the date of the valuation until the date of issuance of the valuation report, there were no
     changes that could materially affect the assumptions used in the valuation. KJPP KR are not responsible to reaffirm or
     to supplement or to update KJPP KR opinion due to the changes in the assumptions and conditions as well as events
     occurring after the report date.

     In performing the analysis, KJPP KR assumed and relied on the accuracy, reliability, and completeness of all financial
     information and other information provided to us by the Company and MAS or publicly available which were essentially
     true, complete and not misleading and KJPP KR are not responsible to perform an independent investigation of such
     information. KJPP KR also relied on assurances from the management of the Company and MAS that they did not know
     the facts which led to the information given to us to be incomplete or misleading.
Page 7
     The valuation analysis of the valuation object was prepared using the data and information as disclosed above. Any
     changes to the data and information may materially affect the outcome of KJPP KR opinion. KJPP KR are not responsible
     for the changes in the conclusions of KJPP KR valuation as well as any losses, damages, costs or expenses caused by
     undisclosed information which led the data obtained to be incomplete and/or could be misinterpreted.

     Since the result of KJPP KR valuation extremely depended on the data and the underlying assumptions, the changes in
     the data sources and assumptions based on market data would change the result of our valuation. Therefore, KJPP KR
     stated that the changes to the data used could affect the result of the valuation and that such differences could be
     material. Although the content of this valuation report had been prepared in good faith and in a professional manner,
     KJPP KR are unable to accept the responsibility for the possibility of the differences in KJPP KR conclusion caused by
     additional analysis, the application of the valuation result as a basis to perform the analysis of the transaction or any
     changes in the data used as the basis of the valuation. The valuation report of the Valuation Object represents a
     non-disclaimer opinion and is an open-for-public report unless there was confidential information on such a report, which
     might affect the operation of the Company and MAS.

     KJPP KR’s work related to the valuation of the Valuation Object was not and could not be interpreted in any form, a
     review or an audit or implementation of certain procedures of financial information. The work was also not intended to
     reveal weaknesses in internal control, errors or irregularities in the financial statements or violation of the law.
     Furthermore, KJPP KR have also obtained the information on the legal status MAS based on the articles of association
     of MAS.

5.   The Valuation Methods Applied

     The valuation methods applied in the valuation of the valuation object were discounted cash flow method and capitalized
     excess earning method.

     The discounted cash flow method was used considering that the operations carried out by MAS in the future will still
     fluctuate according to the estimated MAS’s business development. In performing the valuation through this method,
     MAS’s operations were projected based on the estimated MAS’s business development. Future cash flows generated by
     financial statements projections were converted into the present value using an appropriate discount rate to the level of
     risks. The indicative value was the total present value of future cash flows.

     The capitalized excess earning method used in the MAS’s valuation is a valuation method based on the asset approach.
     With this method, the value of all asset and liability components must be adjusted to their market value, except for
     components that have shown their market value (such as cash/bank or bank debt).

     In addition to tangible assets, the market value of intangible assets such as patents, licenses, research and development
     costs, trained and ready-to-work employees, and subscription lists must also be calculated. The market value of intangible
     assets is obtained by assessing each asset separately. The market value of equity (net worth) is then obtained by
     calculating the difference between the value of all assets and adjusted liabilities.

     As a next step, the net cash flow of the company being assessed needs to be calculated. The difference between net
     cash flow and expected income is the excess income generated by net tangible assets. The value of intangible assets is
     then calculated by capitalizing the excess income at the appropriate capitalization rate. The next step is to calculate the
     stock market value indication by adding the net tangible asset value and the intangible asset value.

     The approaches and valuation methods above KJPP KR are considered to be the most suitable to be applied in this
     assignment and had been approved by the management of the Company. It is possible that the application of other
     valuation approaches and methods may give different results.

     Furthermore, the values obtained from each of these methods are reconciled by weighting.

6.   The Valuation Conclusion

     Based on the analysis of all data and information that KJPP KR have received and by considering all relevant factors
     affecting the valuation, therefore in KJPP KR opinion, the market value of the valuation object as of 31 Desember 2024
     was Rp 1,339.77 billion.
Page 8
              IV.   SUMMARY OF APPRAISER'S REPORT ON THE FAIRNESS OF THE TRANSACTION

KJPP KR as the official KJPP based on the Decree of the Minister of Finance No. 2.19.0162 dated 15 July 2019 and registered
as a capital market support professional service office at the OJK with a Capital Market Support Professional Registration
Certificate from the OJK No. STTD. PB-01/PJ-1/PM.223/2023 (business appraiser), has been appointed by the Company's
management to provide a fair opinion on the Transaction in accordance with the letter of assignment No. KR/241216-002
dated 16 December 2024 that has been approved by the Company's management.

The following is a summary of the report of the fairness opinion on the Transaction as stated in report
No. 00039/2.0162-00/BS/03/0153/1/III/2025 dated 25 March 2025.

1.   Parties Involved in The Transaction

     The transacting parties in the Transaction are the Company and MAS.

2.   The Valuation Object

     The object of the transaction in the fairness opinion of the Transaction is the transaction where MAS has increased its
     authorized capital from 906,728 shares, equivalent to Rp 453.36 billion, to 1,130,728 shares, equivalent to
     Rp 565.36 billion with a nominal value of Rp 500,000 per share. Subsequently, it has increased its issued and paid-up
     capital, which will be subscribed by the Company for 56,000 shares with a nominal value of Rp 500,000 per share,
     equivalent to 19.81% of MAS shares, at an exercise price of Rp 5.50 million per share, resulting in a total transaction
     value of Rp 308.00 billion.

3.   Purpose of Fairness Opinion

     Purpose and objective of the preparation of the fairness opinion on the Transaction is to provide an overview on the
     fairness of the Transaction to the Company’s Directors from financial aspects and to comply with the applicable
     regulations, i.e. OJK Regulation 42/2020.

     The fairness opinion report was prepared in compliance with the provisions of POJK 35/2020 and SPI.

4.   Assumptions and Limiting Conditions

     The fairness opinion analysis on the Transaction was prepared using the data and information as disclosed above, such
     data and information of which KJPP KR have reviewed. In performing the analysis, KJPP KR relied on the accuracy,
     reliability and completeness of all financial information, information on the legal status of the Company and other
     information provided to us by the Company or publicly available and KJPP KR are not responsible for the accuracy of
     such information. Any changes to the data and information may materially influence the outcome of our opinion. KJPP
     KR also relied on assurances from the management of the Company that they did not know the facts which led to the
     information given to us to be incomplete or misleading. Therefore, KJPP KR are not responsible for the changes in the
     conclusions of our fairness opinion caused by changes in those data and information.

     The Company's financial projections before and after the Transaction was prepared by the Company's management.
     KJPP KR have reviewed such financial projections and those financial projections have described the operating
     conditions and performance of the Company. Overall, there were not any significant adjustments to be made to the
     performance targets of the Company.
Page 9
     KJPP KR did not perform an inspection of the Company's fixed assets or facilities. In addition, KJPP KR also did not give
     an opinion on the tax impact of the Transaction. The service KJPP KR provided to the Company in connection with the
     Transaction merely was the provision of the fairness opinion on the Transaction, not accounting services, auditing or
     taxation. KJPP KR did not perform observation on the validity of the Transaction from legal aspects and implication of
     taxation aspects. The fairness opinion on the Transaction was only performed from economic and financial aspects. The
     fairness opinion report on the Transaction represented a non-disclaimer opinion and was an open-for-public report unless
     there was confidential information on such report, which might affect the Company's operations. Furthermore, KJPP KR
     have also obtained the information on the legal status of the Company and MAS based on the articles of association of
     the Company and MAS.

     KJPP KR’s work related to the Transaction was not and could not be interpreted in any form, a review or an audit or an
     implementation of certain procedures of financial information. The work was also not intended to reveal weaknesses in
     internal control, errors or irregularities in the financial statements or violation of law. In addition, KJPP KR did not have
     the authority and was not in a position to obtain and analyse a form of other transactions that existed and might be
     available to the Company other than the Transaction and the effect of these transactions to the Transaction.

     This fairness opinion was prepared based on the market and economic conditions, general business and financial
     conditions as well as government regulations related to the Transaction on the issuance date of this fairness opinion.

     In preparing the fairness opinion, KJPP KR applied several assumptions, such as the fulfilment of all conditions and
     obligations of the Company as well as all parties involved in the Transaction. Transaction would be executed as described
     accordingly to a predetermined time period and the accuracy of the information regarding the Transaction which was
     disclosed by the Company's management.

     The fairness opinion should be viewed as a whole and the use of partial analysis and information without considering
     other information and analysis as a whole may cause a misleading view and conclusion on the process underlying the
     fairness opinion. The preparation of the fairness opinion was a complicated process and might not be possible to perform
     through incomplete analysis.

     KJPP KR also assumed that from the issuance date of the fairness opinion until the execution date of the Transaction,
     there were no changes that could materially affect the assumptions used in the preparation of the fairness opinion. KJPP
     KR are not responsible to reaffirm or to supplement or to update our opinion due to the changes in the assumptions and
     conditions as well as events occurring after the letter date. The calculation and analysis in the fairness opinion have been
     performed properly and KJPP KR are responsible for the fairness opinion report.

     The conclusion of the fairness opinion is applicable for no changes that might materially impact on the Transaction. Such
     changes include, but not limited to, the changes in conditions both internally on the Company and externally on the market
     and economic conditions, general conditions of business, trading and financial as well as government regulations of
     Indonesia and other relevant regulations after the issuance date of the fairness opinion report. Whenever after the
     issuance date of the fairness opinion report such changes occur, the fairness opinion on the Transaction might be
     different.

5.   The Approach and Valuation Method

     In evaluating the fairness opinion on the Transaction, KJPP KR had performed analysis through the approaches and
     procedures of the fairness opinion on the Transaction as follows:

     •    Analysis of the Transaction;
     •    Qualitative and quantitative analysis of the Transaction; and
     •    Analysis of the fairness on the Transaction.
Page 10
6.   Fairness Opinion on the Transaction

     Based on the scope of works, assumptions, data, and information acquired from the Company's management which was
     used in the preparation of this fairness opinion report, a review of the financial impact on the Transaction as disclosed in
     the fairness opinion report, therefore in KJPP KR’s opinion, the Transaction is fair.


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

1.     Statement of the Board of Directors

       The Board of Directors declares that this Affiliated Transaction has fulfilled adequate procedures in accordance with
       the Company's internal policies in order to ensure that Affiliated Transactions are carried out in accordance with good
       and generally accepted business practices; and

       The Board of Directors declares that Transaction is Affiliated Transaction as referred in OJK Regulation No. 42/2020,
       however, is not Material Transaction as referred in OJK Regulation No. 17/2020.

2.     Statement of the Board of Commissioners and Board of Directors

       The Board of Commissioners and the Board of Directors declare that:the Transaction is not a Conflict of Interest
       Transactions as referred to in OJK Regulation No. 42/2020 and all material information has been disclosed in this
       Disclosure of Information and the information is not misleading and can be properly accountable.

                                            VI.   ADDITIONAL INFORMATION

If the shareholders require further information on the Transaction, the shareholders may contact the Company at the address,
as follows:

                                              PT Bangun Kosambi Sukses Tbk

                       Head Office:                                                Correspondence Office:
                   Jalan Inspeksi PIK 2,                                   Office Tower Agung Sedayu Group Lt 10
               Terusan Jalan Perancis No. 5                              Jl. Marina Raya, Kamal Muara, Penjaringan,
     Kelurahan Dadap, Kecamatan Kosambi, Kabupaten                                   Jakarta Utara, 14470
               Tangerang 15211, Indonesia                                          Tel. (+62) 21 – 39734100
              Telephone: (+62) 21 - 50282888                                       Fax. (+62) 21 - 39734111
                 Fax: (+62) 21 – 50282888

                                          Email: corporate.secretary@cbdpik2.com
                                                 Website: www.cbdpik2.com

File

File Open PDF
Source IDX
Size0.3 MB
Published26 Mar 2025
Pages10
Characters35,003
Text sourceEmbedded text layer
OCR confidence—

Names mentioned 19 people and organisations named in the text · linked when the evidence is strong

linked org BANGUN KOSAMBI SUKSES TBK p.1 ×20
linked org PT Mega Andalan Sukses p.2 ×3
possible org Otoritas Jasa Keuangan p.2
possible org PT Agung Sedayu p.3 ×3
possible org PT Tunas Mekar Jaya p.3 ×3
unresolved org FINANCIAL SERVICES AUTHORITY p.1 ×2
unresolved org Menteri Hukum dan Hak Asasi Manusia Republik Indonesia p.2
unresolved org Ministry of Law and Human Right of Republic of Indonesia p.2 ×2
unresolved person Eriana Djingga · Notaris p.2 ×3
unresolved org Minister of Law and Human Right of Republic of Indonesia No. AHU- p.2 ×2
unresolved org Ministry of Law p.3
unresolved org Suwendho Rinaldy dan Rekan p.4
unresolved org KJPP SRR p.4 ×7
unresolved org Minister of Finance p.4 ×2
unresolved org PT Cahaya Gemilang Indah p.4
unresolved org KJPP KR. p.4 ×40
unresolved org Kusnanto & Rekan p.6
unresolved org Ministry of Finance Decree p.6
unresolved org KJPP KR’s p.7 ×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 3396 ms 12 Sep 2026 22:52
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}
↑↓ select ↵ open ⇧↵ see every result