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20260602_SMKM_Informasi Transaksi Afiliasi_32096394_lamp1.pdf
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INFORMATION DISCLOSURE TO SHAREHOLDERS OF PT SUMBER
MAS KONSTRUKSI TBK ("THE COMPANY") IN CONNECTION WITH
AFFILIATED TRANSACTIONS AS REFERRED TO FINANCIAL
SERVICES AUTHORITY ("OJK") REGULATION NO. 42/POJK.04/2020
CONCERNING AFFILIATED TRANSACTIONS AND CONFLICT OF
INTEREST TRANSACTIONS ("POJK 42/2020") ("INFORMATION
DISCLOSURE")
A
THIS INFORMATION DISCLOSURE WAS SUBMITTED BY THE COMPANY IN CONNECTION WITH
THE LOAN TRANSACTION FROM THE COMPANY TO PANASIA AQUACULTURE PTE. LTD. WHICH
IS AN AFFILIATED TRANSACTION AS REFERRED TO IN POJK 42/2020.
PT SUMBER MAS KONSTRUKSI TBK
Main Business Activities:
Engaged in the general construction services business
Located in South Jakarta
Head Office:
th
Graha Mustika Ratu Building, 5 Floor
Jl. Jend. Gatot Subroto Kav 74-75
South Jakarta 12870
Phone: (021) 8250 095
Fax: (021) 8370 7143
Website: www.konstruksimas.co.id
Email: corsec@konstruksimas.co.id
THE INFORMATION AS STATED IN THIS INFORMATION DISCLOSURE IS IMPORTANT TO BE
READ AND CONSIDERED BY THE COMPANY'S SHAREHOLDERS.
IF YOU HAVE DIFFICULTY OBTAINING THE INFORMATION AS SET FORTH IN THIS INFORMATION
DISCLOSURE YOU SHOULD CONSULT A LEGAL ADVISOR, PUBLIC ACCOUNTANT, FINANCIAL
ADVISOR OR OTHER PROFESSIONAL.
THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE COMPANY
DECLARE FULL RESPONSIBILITY FOR THE CORRECTNESS OF THE INFORMATION CONTAINED
IN THIS INFORMATION DISCLOSURE, AND THAT THE INFORMATION RELATED TO
TRANSACTIONS CONTAINED IN THIS INFORMATION DISCLOSURE IS TRUE AND THERE ARE NO
OTHER MATERIAL FACTS THAT ARE NOT DISCLOSED OR OMITTED THAT MAY RESULT IN THE
INFORMATION IN THE ABOVE INFORMATION DISCLOSURE BEING FALSE AND/OR MISLEADING
TO SHAREHOLDERS.
THE COMPANY'S BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS DECLARE THAT
THIS AFFILIATED TRANSACTION DOES NOT CONTAIN A CONFLICT OF INTEREST AS REFERRED
TO IN POJK 42/2020.
This Information Disclosure was published on 2 June 2026
Page 2
I. INTRODUCTION
In order to comply with the provisions of Article 4 paragraph (1) letter c POJK 42/2020, the Company
hereby announces this Information Disclosure to fulfill the Company's obligations for affiliated transactions
conducted between the Company and Panasia Aquaculture Pte. Ltd. ("Panasia").
On May 26, 2026, the Company has signed a Loan Agreement with Panasia, whereby Panasia is a
company controlled by Lim Shrimp Org Pte. Ltd. ("LSO") which is also the Controller of the Company. The
Company has agreed to provide a loan facility to Panasia with a maximum principal amount of IDR
30,000,000,000 (thirty billion Rupiah) ("Loan Transaction").
This Loan Transaction is an Affiliated Transaction as referred to in POJK 42/2020, where Panasia is a
company controlled by the same party as the Controller of the Company, namely LSO so that the Company
and Panasia are affiliated parties. However, this Loan Transaction is not a Conflict of Interest Transaction
as stipulated in POJK 42/2020.
In accordance with the provisions of Article 4 paragraph (1) letter a POJK 42/2020, this Loan Transaction is
an Affiliated Transaction that must use an independent appraiser to determine the fairness of the Affiliated
Transaction. In this regard, the Company has appointed Ihot, Dollar & Raymond Public Appraisal ("KJPP
IDR") as an independent appraiser to provide a fairness opinion on the Loan Transaction, as stated in the
Fairness Opinion Report No. 00888/2.0110-00/BS/02/0113/1/V/2026 dated May 26, 2026 ("Fairness
Opinion Report").
Based on the Company's Annual Financial Statements for the financial year ended December 31, 2025,
which has been audited by KAP Mirawati Sensi Idris as stated in the Independent Auditor's Report No.
00149/3.0478/AU.1/03/0929-5/1/III/2026 dated March 30, 2026, the Company has an equity value of IDR
206,669,711,253 (two hundred six billion six hundred sixty-nine million seven hundred eleven thousand two
hundred and fifty-three Rupiah). Thus, the value of the Loan Transaction of IDR 30,000,000,000 (thirty
billion Rupiah) is equivalent to 14.52% (fourteen point five two percent) of the value of the Company's
equity so that the Loan Transaction is not a material transaction as referred to in OJK Regulation No.
17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities ("POJK 17/2020"),
where the value of the Loan Transaction does not exceed 20% (twenty percent) of the Company's equity
value.
This Loan Transaction has gone through the procedures as stipulated in Article 3 of POJK 42/2020 and has
been carried out in accordance with generally applicable business practices and applicable laws and
regulations.
In addition, the Company is also required to submit the Information Disclosure and Fairness Opinion Report
to the OJK no later than 2 (two) working days after the date of signing the Loan Agreement as stipulated in
the Loan Agreement and Article 4 paragraph (3) letter a POJK 42/2020.
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II. DESCRIPTION OF AFFILIATED TRANSACTIONS
Transaction Objects and Values
The Company has signed a Loan Agreement with Panasia on May 26, 2026 with a maximum principal
amount of IDR 30,000,000,000 (thirty billion Rupiah). The following is a description of the Loan Agreement
between the Company and Panasia as follows:
Details Remarks
Name of Agreement : Loan Agreement between PT Sumber Mas Konstruksi Tbk and Panasia
Aquaculture Pte. Ltd. dated May 26, 2026
Parties : The Company as a Lender
Panasia as a Borrower
Number of Loan : Up to IDR 30,000,000,000 (thirty billion Rupiah)
Facilities
Interest Rate : 6% (six percent) per annum
Maturity : 1 (one) year after the date of first withdrawal of the Loan Facilities
Purpose of Using : Capital Expenditure, Working Capital, Investment and Operational Needs
Loans
Late Fees : 0.05% (zero point zero five percent) per day of late payment amount
Early Payment : The borrower can make an upfront payment on all or part of the loan amount
Procedures and owed (including interest) before the maturity date
Terms
Nature of Affiliate : Panasia is a company controlled by LSO which is also the Controller of the
Relationship with the Company.
Company
Dispute Resolution : Indonesian National Arbitration Board (BANI)
Details of the Borrower
Panasia is a company established on January 6, 2025 in Singapore under the name Panasia Aquaculture
Pte. Ltd. with Company Number 202506088N based on ACRA Certificate dated September 11, 2025.
Panasia is engaged in other Holding Company Activities (SSIC 64202) and has its headquarters at 16
Kallang Place, #03-02, Singapore 339156.
The following is Panasia's capital structure based on the ACRA Certificate dated September 11, 2025 as
follows:
Nominal Value SGD1 per share
Shareholder Name
Number of Shares Total Face Value (SGD) %
Issued Capital
LSO 3 3 100%
Total Issued Capital 3 3 100%
The following is the composition of Panasia's management based on the ACRA Certificate dated September
11, 2025 as follows:
Director : Chang, Yun Peng
Director : Chong Chee Hoong
Secretary : Sim Siang Hwee, Ivan
The Company and Panasia have an affiliate relationship because both have the same Controlling Party,
namely LSO. LSO has 25% (twenty-five percent) of the Company's shareholdings and 100% (one hundred
percent) of its shareholdings in Panasia.
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III. SUMMARY OF THE TRANSACTION FAIRNESS OPINION REPORT
KJPP IDR, as an official KJPP based on the Business License from the Minister of Finance No.
1408/KM.1/2012 dated November 27, 2012 and has met the professional education requirements
determined and/or organized by the Government-recognized Appraisal Association with MAPPI No.: 03-S-
01751 and Permit No.: STTD. PB-13/PJ-1/PM.02/2023. KJPP IDR has been appointed by the Company's
management to provide a fairness opinion on the Loan Transaction in accordance with the letter of
assignment No. 045/III/FO/26/KJPPID&R dated March 26, 2026 which has been approved by the Company's
management.
The following is a summary of the Fairness Opinion Report on Loan Transactions based on report No.
00888/2.0110-00/BS/02/0113/1/V/2026 dated May 26, 2026:
a. Parties to Transactions
The parties involved in this Loan Transaction are the Company and Panasia Aquaculture Pte. Ltd.
b. Transaction Objects in the Fairness Opinion Report
Provide a fairness opinion for the Company on the plan to provide loans by the Company to Panasia,
which is an affiliated party.
c. Meaning and Purpose of Fairness Opinion
The Fairness Opinion Report aims to provide a Fairness opinion on the plan to provide loans by the
Company to Panasia, which is its affiliated party.
Regarding Loan Transactions, the Company is required to follow the provisions stipulated in POJK
42/2020. In POJK 42/2020, it is stated that what is meant by an affiliated transaction is any activity
and/or transaction carried out by a public company or a controlled company with an affiliate of a public
company or an affiliate of a member of the board of directors, members of the board of
commissioners, major shareholders, or controllers, including any activity and/or transaction carried out
by a public company or controlled company for the benefit of affiliates of a public company or Affiliates
of members of the board of directors, members of the board of commissioners, major shareholders, or
controllers.
Loan Transactions are not categorized as Material Transactions because the value of regulated inter-
company loans is a maximum of IDR 30 Billion where the amount does not exceed 20% of the
Company's equity amounting to IDR 206.7 Billion as of December 31, 2025, as stated in the
Company's Financial Statements as of December 31, 2025 which has been audited by KAP Mirawati
Sensi Idris with a reasonable opinion without modification, signed by Emanuel Handojo Pranadjaja.
The purpose of providing this Fairness opinion is to provide an opinion on whether the Loan
Transaction is a reasonable transaction, as stipulated in POJK 42/2020. Furthermore, in the analysis
of the Loan Transaction, KJPP IDR considers the qualitative and quantitative aspects as well as the
impact on the Company and the Company's Shareholders, including financial risks.
d. Limiting Conditions and Basic Assumptions
1. Produce reports that are non-disclaimer opinions.
2. KJPP IDR has conducted a review of the data and information used in the assessment process
prepared by the Company's management.
3. The data and information obtained come from sources that can be trusted for their accuracy.
4. KJPP IDR uses adjusted financial projections that reflect the fairness of the financial projections
made by management with its fiduciary duty.
5. KJPP IDR is responsible for the implementation of the assessment and fairness of financial
projections that have been adjusted in this fairness opinion report.
6. KJPP IDR produces a Fairness opinion report that is open to the public, unless there is
confidential information that may affect the company's operations.
7. KJPP IDR is responsible for the report of the Fairness opinion and the conclusion of the
assessment carried out.
8. KJPP IDR has obtained information on the legal status of the assessment object from the
Company.
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e. Fairness Opinion Approach and Procedure on Loan Transactions
In analyzing the overall fairness of Loan Transactions, KJPP IDR takes the following approaches and
procedures:
Transaction Analysis
Transaction analysis includes the identification and relationship of the parties involved in the
transaction, analysis of agreements and terms agreed in the transaction, analysis of the benefits
and risks of the transaction plan, analysis of the impact of the transaction plan on the Company's
finances and liquidity analysis.
Qualitative Analysis
Qualitative analysis includes a brief history and business activities, industry and business analysis,
operational analysis and business prospects, reasons and background of transaction plans,
qualitative profit and loss analysis of transaction plans, analysis of the impact of leverage on
finances and analysis of the impact of liquidity on finances.
Quantitative Analysis
Quantitative analysis includes historical performance assessment, assessment of financial
projections, financial ratio analysis, analysis of financial statements before the transaction plan and
proforma financial statements after the transaction plan is carried out, added value contribution to
the company, relevant cost or revenue estimates, other relevant financial information and decision-
making procedures on transaction plans.
Fairness Analysis
Transaction Value Analysis of the fairness of transaction value includes an analysis of the fairness
of interest rates, an analysis of the feasibility of debt repayment, an analysis of the overall proforma
position of the transaction plan as well as an incremental and profitability analysis.
f. Conclusion
Based on the consideration of qualitative and quantitative analysis of the Loan Transaction, the analysis
of the fairness of the transaction and the relevant factors in providing a Fairness Opinion on the Loan
Transaction, KJPP IDR is of the opinion that the Loan Transaction conducted by the Company is fair.
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IV. IMPACT OF TRANSACTIONS ON THE COMPANY'S FINANCIAL CONDITION
After the implementation of the Loan Transaction, there will be an adjustment to the Company's balance
sheet position, especially in the Company's asset and liabilities accounts. The table below shows the
Company's financial condition before and after the implementation of the Loan Transaction as follows:
Balance Sheet Report
Before Loan After Loan
1) Customization
Transaction Transaction
ASSETS
Current Assets
2)
Cash and banks 11.094.166.937 23,000,000,000 34.094.166.937
3)
Accounts Receivable 74.948.779.151 (38,000,000,000) 36.948.779.151
Advances 108.944.663.958 - 108.944.663.958
4)
Receivables – related parties - 30,000,000,000 30.000.000.000
Total Current Assets 194.987.610.046 15.000.000.000 209.987.610.046
Non-Current Assets
Fixed assets 15.849.274.989 - 15.849.274.989
Intangible assets 429.538.725 - 429.538.725
Total Non-Current Assets 16.278.813.714 - 16.278.813.714
Total Assets 211.266.423.760 15.000.000.000 226.266.423.760
LIABILITIES
Short-Term Liability
Taxes payable 3.829.435.574 - 3.829.435.574
5)
Note payable - 15,000,000,000 15.000.000.000
Total Short-Term Liabilities 3.829.435.574 15.000.000.000 18.829.435.574
Long-Term Liability
Employment benefit liabilities 767.276.933 - 767.276.933
Total Liability 4.596.712.507 15.000.000.000 19.596.712.507
EQUITY
Share capital 125.300.000.000 - 125.300.000.000
Additional paid-up capital 38.214.800.000 - 38.214.800.000
Retained Earnings
Appropriated 400.000.000 - 400.000.000
Unappropriated 42.754.911.253 - 42.754.911.253
Total Equity 206.669.711.253 - 206.669.711.253
Total Liabilities and Equity 211.266.423.760 15.000.000.000 226.266.423.760
Note:
1) Based on the Company's Annual Financial Statements for the financial year ended December 31, 2025
2) Derived from note payable receipts of IDR 15,000,000,000, collection of accounts receivables of IDR 38,000,000,000, and loans to Panasia of IDR
30,000,000,000
3) Derived from the collection of the Company's accounts receivable
4) Loan Facility to Panasia
5) Note payable obtained from third parties
V. EXPLANATION, CONSIDERATIONS, AND REASONS FOR AFFILIATED TRANSACTIONS
The Company chooses to provide loans to Panasia as an affiliate of the Company because currently the
Company has the availability of funds derived from the collection of accounts receivable so that the provision
of the loan is also expected to provide additional interest income for the Company. In addition, in connection
with Panasia's plan to become part of the Company, the Company views that Panasia has a strategic role in
the Company's business development plan in the future. This loan is also intended to support business
development and help the smooth running of Panasia's operational activities so that it continues to run well.
This Loan Transaction has also been reviewed by an independent appraiser as stated in the Fairness
Opinion Report that has been issued by KJPP, so that the implementation of this Loan Transaction has been
carried out in accordance with generally accepted business practices and the principle of fair transaction
(arm's length principle).
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VI. STATEMENT OF THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS
The Board of Commissioners and the Board of Directors of the Company, either individually or jointly,
declare that all material information in connection with the Loan Transaction has been disclosed and such
information is not misleading. In addition, this Loan Transaction is not a Conflict of Interest Transaction as
referred to in POJK 42/2020 and is not a Material Transaction as referred to in POJK 17/2020, because the
value of the Loan Transaction does not reach 20% (twenty percent) of the value of the Company's equity
based on the Company's Annual Financial Statements for the financial year ended December 31, 2025.
The Company's Board of Directors also states that the Loan Transaction has gone through adequate
procedures to ensure that the Affiliated Transaction is carried out in accordance with generally applicable
business practices and the provisions of applicable laws and regulations.
VII. ADDITIONAL INFORMATION
For the Company's Shareholders who require further information in connection with the Loan Transaction,
they can contact the Company via:
PT Sumber Mas Konstruksi Tbk
Corporate Secretary
th
Graha Mustika Ratu Building, 5 Floor
Jl. Jend. Gatot Subroto Kav 74-75
South Jakarta 12870
Phone: (021) 8250 095
Fax: (021) 8370 7143
Website: www.konstruksimas.co.id
Email: corsec@konstruksimas.co.id
7
Names mentioned 11 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1
unresolved
org
TRANSACTION FROM THE COMPANY TO PANASIA AQUACULTURE PTE. LTD.
p.1
unresolved
org
Panasia Aquaculture Pte. Ltd.
p.2 ×4
unresolved
org
KJPP IDR
p.2 ×12
unresolved
org
Mirawati Sensi Idris
p.2 ×2
unresolved
org
Minister of Finance
p.4
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confidence 0.091
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12 Sep 2026 22:17
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