DECISION OF BOARD OF DIRECTORS OF THE JAKARTA STOCK EXCHANGE INC.

Transcription

1 DECISION OF BOARD OF DIRECTORS OF THE JAKARTA STOCK EXCHANGE INC. NUMBER: Kep-308/BEJ/ CONCERNING DELISTING AND RELISTING OF SECURITIES AT THE EXCHANGE Considering : a. that in relation to improve investor protection by means of a simpler and more flexible provision without deteriorating the quality of requirements to remain listed and more reliance on the economic consideration for all parties, it is considered necessary to amend provision of letters E and F of Stock Listing Rule Number I-B concerning Terms and Procedures of Share Listing at The Exchange (Attachment to Decision of the Board of Directors of the Jakarta Stock Exchange Inc. Number Kep-316/BEJ/ dated 30 th June 2000) into a Decision of the Board of Directors; b. that to simplify and facilitate the business participant to understand and implement the stock listing provision, it is necessary to improve the compilation methodology and categorization of the provisions of the Stock listing rules from a set of rules and circulation letters into one rule; c. that upon the consideration as mentioned in letters a and b above, it is considered necessary to stipulate Decision of Board of Directors of the Jakarta Stock Exchange Inc. concerning Rule Number I-I concerning Delisting and Relisting of Securities at the Exchange. In View Of : 1. Article 9 of Law Number 8 of 1995 concerning Capital Market (State Gazette of 1995 Number 64, Supplement Number 3608); 2. Article 1 Government Regulation Number 45 of 1995 concerning the Implementation of the Capital Market Activities (State Gazette of 1995 Number 86, Supplement Number 3617) as amended by Government Regulation Number 12 of 2004 (State Gazette of 2004 Number 27, Supplement Number 4372); 3. Bapepam Regulation Number III-A.2 concerning the Procedure for Preparation of Regulation By The Stock Exchange (Attachment of the Decision of the Chairman of Bapepam Number Kep-03/PM/1996 dated 17 th January 1996) 4. Letter of the Chairman of the Capital Market Supervisory Agency Number S-2167/PM/2004 concerning Approval on Draft of Stock Listing Regulation of the Jakarta Stock Exchange Inc., dated 12 th July DECIDING: To Stipulate : 1. Rule Number I-I concerning Delisting And Relisting of Securities at the Exchange, as contained in Attachment to this Decision. 1

2 2. By the stipulation of this Decision, the provision of letters E and F of Stock Listing Rule Number I-B Concerning Requirements and Procedures of Share Listing at the Exchange (Attachment Decision of the Board of Directors of the Jakarta Stock Exchange Inc. Number Kep-316/BEJ/ dated 30 th June 2000) shall be revoked. 3. This decision shall be effective as of the stipulation date. Stipulated in : Jakarta On : 19 th July 2004 The Jakarta Stock Exchange Inc. Erry Firmansyah President Director Harry Wiguna Listing Director Carbon copy: 1. Chairman of the Capital Market Supervisory Agency (hereinafter referred to as Bapepam ); 2. Executive Secretary of Bapepam; 3. Head of the Market Institutions and Trading Bureau, Bapepam; 4. Head of the Regulation and Legal Counsel Bureau, Bapepam; 5. Board of Commissioners of the Jakarta Stock Exchange Inc. 2

3 ATTACHMENT Decision of the Board of Directors of PT Bursa Efek Jakarta Number : Kep-308/BEJ/ Dated : 19 th July 2004 RULE NUMBER I-I: CONCERNING DELISTING AND RELISTING OF SECURITIES AT THE EXCHANGE I. DEFINITIONS In this Rule, the following shall mean: I.1. I.2. I.3. I.4. I.5. I.6. I.7. I.8. I.9. Net Tangible Assets means Total Asset deducted by the Intangible Asset, Deferred Tax Assets, and Total Liabilities including Minority Interest. Prospective Listed Company means a Limited Liability Company which has filed the application for listing its Securities at the Exchange. Hearing means a kind of formal clarification request to the Listed Company concerning the information disclosure related issues which is conducted in a direct meeting of the Listed Company and the Exchange. Exchange Day means a day when Securities trading takes place at the Exchange namely Monday to Friday, except the national holiday or declared as the Exchange holiday by the Exchange. Independent Commissioner means as referred to in the provision of point 1.c. of Rule of Bapepam Number IX.I.5 concerning Guidelines on Establishment and Working Implementation of Audit Committee. Audit Committee means the Audit Committee as referred to in the provision of point 1.a. of the Rule of Bapepam Number IX.I.5 concerning Guidelines on Establishment and Working Implementation of Audit Committee. Financial Statement means a statement containing the financial information of the company consisting of components of Balance Sheet, Profit and Loss Statement, Statement of Changes in Equity, Cashflow Report and Notes to Financial Statement, which preparation and presentation is in accordance with Bapepam Rule Number VIII.G.7 concerning Guidelines for the Preparation of Financial Statements. Audited Financial Statement means the Financial Statement, attaching the opinion, which has been audited and signed by the public accountant registered with Bapepam. Main Board means the listing board which is provided for the listing of stocks securities of companies having the Net Tangible Assets of minimum Rp 100,000,000,000 (one hundred billion rupiah) and having been operating for a minimum period of 36 (thirty six) months. I.10. Development Board means the listing board which is provided for the listing of stocks securities of companies having the Net Tangible Assets of minimum Rp 3

4 5,000,000,000 (five billion rupiah) and having been operating for a minimum period of 12 (twelve) months. I.11. Controlling Shareholder means any shareholder having 25% (twenty five percent) or more shares of the company, or any shareholder that has control, in any manner, to influence the management and/or policy of the company although the total of shares owned is less than 25% (twenty five percent). I.12. Listing means the listing of Securities in the Securities list registered with the Exchange so that they can be traded at the Exchange. I.13. Relisting means the relisting of Securities in the Securities list registered with the Exchange after the delisting of the said Securities from the Exchange. I.14. Penghapusan Pencatatan (Delisting) means the delisting of Securities from the Securities list listed at the Exchange, consequently they cannot be traded at the Exchange. I.15. Announcement means any information which is made available submitted by the Exchange either in writing, printed document, electronic data or display in a computer screen through the JATS or the Exchange website. I.16. Listed Company means Issuer or Public Company whose Securities are listed at the Exchange. I.17. The Jakarta Stock Exchange Inc. (Exchange) means the company domiciled in Jakarta which obtained the business license from Bapepam to organize and provide the system and or facility to converge the buying and selling orders of Securities for the purpose of Securities trading amongst them, as referred to in Article 1 paragraph 4 of Law Number 8 of 1995 Concerning the Capital Market. I.18. Total Asset means the total resources owned by the company which resulted from past performance and for the future economic benefits which are expected to be obtained by the company. I.19. Total Liabilities means the outstanding obligations of company that arisen from the past performance which source of the repayment is expected from the company s resources. II. GENERAL TERMS OF DELISTING AND RELISTING II.1. In order to protect public interest and in relation to the implementation of the Securities trading which is orderly, properly and efficient, the Exchange is authorized to: II.1.1. II.1.2. do the delisting of certain Securities at the Exchange; approve or reject any application of relisting including its placement on the listing board by considering the factors that have caused the Delistingapprove or reject an application of relisting including its position on the listing board by considering the factors which is the cause of the Delisting. 4

5 II.2. In making a decision which is related to the Delisting and the Relisting, The the Exchange requires requests the Listing Committee to render its opiniongive an advice. II.3. If the shares of the Listed Company are subject to Delistingbeing delisted, then all types of the said Listed Company s StocksSecurities are also delisted from the list of Stock Securities that is listed at the Exchange. II.4. In relation to the decision making in respectof the StockSecurities delisting, any approval or a rejection of on the relisting application of StockSecurities and its position placement at the Papan UtamaMain Board or the Papan PengembanganDevelopment Board as mentioned in this Rule, the Exchange shall verify conduct a research on the statements and documents submitted by the Listed Company or the Forthcoming Listed CompanyProspective Listed Company or other information which is obtained by the Exchange without by not merely taking into account only considers the formal aspect, but also considers the substance of the requirements and the advice opinion from of the StockSecurities Audit Committee. III. DELISTING OF SHARES III.1. Delisting of a share from the list of StockSecurities that is listed at the Exchange may occur ifdue to: III.1.1. the share Delisting application which is submitted by the relevant Listed Company; III.1.2. the delisting of the share is delisted by the Exchange in accordance with provision III.3 of this Rule. III.2. Delisting of shares at request of the upon the Listed Company s request: III.2.1. The requirements of the shares Delisting at upon the request of the Listed Company: III III III The submission of the shares Delisting application by the Listed Company as mentioned in provision III.1.1. above, can only be conducted if the shares have been listed at the Exchange at least for 5 (five) years. The Delisting proposal of the Delisting has been approved obtain an approval from by the General Meeting of the Shareholders (hereinafter referred to as GMS ) of the Listed Company. The Listed Company or other appointed party, must purchase a the shares of from the any shareholder who disapproved does not agree with the resolution of the GMS on at the price as mentioned in provision III of this Rule. 5

6 III The determination of the share purchase price as mentioned in provision III above is shall be in accordance with one of the prices below, which ever is one is the highest: III III III nominal price; highest price at the Regular Market for the last 2 (two) years prior to the advertisement of the announcement the GMS after taking into considerationconsidering the adjustment factor as a result of the change of nominal value since the last 2 (two) years until the GMS approving approves the Delisting, plus a premium of the investment return rate for 2 (two) years which is calculated at equals to the initial price of shares multiply multiplied by an average interest rate of the Certificate of Bank Indonesia (hereinafter referred to as SBI ) of 3 (three) months or another other similar equivalent government bond interest rates that which prevails on as of the stipulation date of the GMS resolution concerning the Delisting; or fair value proper price based onin accordance with an appraisal of an independent party which is listed at the Bapepam and appointed by the Listed Company or by the shares purchasing a party who will purchase the shares and approved by the GMS. III.2.2. The procedures of the shares Delisting at upon the request of the Listed Company: III The Listed Company must firstly submit a proposal of the Delisting to the Exchange prior to the submission of an initial disclosure of information disclosure to the public, including information regading the following: III III III any reason and purpose of the Delisting of its share; the any party whothat will wishes to purchase a the share from the a shareholder who that wishes is willing to sell the Listed Company s share; estimated of share purchase price of share. III to conduct an initial information disclosure of information to the public through at least 1 (one) national wide circulated newspaper that which at least includes any information as mentioned in provision III Such disclosure of 6

7 informationinformation disclosure is conducted simultaneously together with the announcement regarding a summon of the GMS will to be conducted, and shall be immediately submitted to the Exchange as soon as possible. III If the GMS approves the proposal of the Delisting, then the Listed Company must conduct a disclosure of informationinformation disclosure through at least 1 (one) national wide circulated newspaper regarding the procedures of the shares repurchase which at least covers the following: III III the purchase price of share as mentioned in provision III above; the name of the party that who wishes is willing to purchase the share and affiliates with the Listed Company, if any; III the period of the purchase shall be is at least 5 (five) Exchange Days after the date of the advertisement of the GMS s result; III the appointment of the Member of the Stock Exchange acting who acts as a broker. III III III III The disclosure of informationinformation disclosure as mentioned in provision III above shall be immediately submitted to the Exchange as soon as possible. The Listed Company shall submit the share Delisting application to the Exchange together with the purchase of share implementation report and a legal opinion of an independent legal consultant stating which states that the process of the said purchase of share has already done and in accordance with the prevailing provision. The Exchange shall give do a Suspension toward of shares of the Listed Company proposing that proposes to do the Delisting of shares at upon a request of the Listed Company. The Delisting of shares upon the Listed Company s request Delisiting of shares at request of the Listed Company shall become effective after: III the Listed Company has fulfills fulfilled all its obligations to the Exchange; III the Listed Company has paid the StockSecurities Delisting fee amounting to in the amount of 2 (two) times of the last yearly annual StockSecurities listing fees. 7

8 III The Exchange issues gives the an approval of on the Delisting and announces it at the Exchange. III.3. Delisting of Shares by the Exchange: III.3.1. The Exchange Bursa shall delists the shares of the Listed Company in accordance with the provisions of this Rule if the Listed Company experiences encounters at least one of the following conditions: III III experiencing a condition, or an occurrence constituting a material adverse effect, which significantly gives a negative influence to the business existence of the Listed Company, either financially or legally, or to the existence status of the Listed Company as a Public Company, and the Listed Company cannot demonstrate a sufficient recovery n indication of a sufficient remedy; The shares of the Listed Company which resulted from the suspension at the Regular Market and the Cash Market, shall are only be traded at the Negotiable Market at the latest for the last 24 (twenty four) months. III.3.2. The procedures of the Delisting of Shares at the Exchange: III III III III If there is an indication that the Listed Company encounters experiences one or more conditions as mentioned in provision of III.3.1. above, then the Exchange shall conduct a Hearing with the Listed Company. In the event that the Exchange decides to do the Delisting, then the Exchange shall notify the a decision of the implementing the Delisting of Listed Company s shares of the relevant Listed Company s shares as well as the schedule thereto to the relevant Listed Company on on similar the Exchange Day as the same as the decision of the Delisting of shares with a copy to the Bapepam. The Exchange shall announce at the Exchange regarding the said decision of the Delisting of shares of the Listed Company s shares as well as the including the schedule thereto of the implementation of to the relevant Delisting of shares of the Listed Company. The announcement shall be conducted made at the latest on at the beginning commencement of session I of the next Exchange Day after the decision of the said Delisting of shares. If deemed necessary, the Exchange may imposegive a Suspension for 5 (five) Exchange Days and afterwards shall only be traded at the Negotiable Market for 20 (twenty) Exchange Days prior to the effective date of the Delisting. 8

9 III The Delisting shall be effective on as of the stipulation date by the Exchange in a of Delisting decision by the Exchange, and shall be announced at the Exchange. IV. RELISTING IV.1. General Requirements of the RelistingRelisting: IV.1.1. IV.1.2. Any Listed Company whose which shares are delisted from the list of StockSecurities listed at the Exchange, may apply for a the Relisting of its shares to the Exchange at the fastest earliest 6 (six) months after the such Delisting is implemented at by the Exchange. A Statement of RegistrationRegistration Statement which is submitted to the Bapepam still remains effective. IV.1.3. Having remedied Has fixed the conditions causing that causes the implementation of the Delisting by the Exchange or has having implemented basic brought about matters issues which serves as the basis of an the application of the Delisting of shares when previously became a Trade Listed. IV.1.4. A statement of the Board of Directors and the Board of Commissioners stating which states that the Forthcoming Listed CompanyProspective Listed Company is not in a legal dispute or faces encountering a problem which materially adverse effect predicted can influence the existence of the company. IV.1.5. The Forthcoming Listed CompanyProspective Listed Company may constitute as can be a subsidiary or a holding company of the Listed Company, provided that: IV IV IV upon the termination of affiliation relationship If the affiliate relation between the Forthcoming Listed CompanyProspective Listed Company and the Listed Company is terminated, the respective each company is able to sufficiently properly perform its operational activity pursuant to in accordance with an appraisal of an independent party; and pursuant to the pro-formal of Financial Statement of the Listed Company without consolidating with the Financial Statement of the Forthcoming Listed CompanyProspective Listed Company, the Listed Company remains to be able to fulfill the listing requirement; or pursuant to the pro-formal Financial Statement of the Forthcoming Listed CompanyProspective Listed Company without consolidating with the Financial Statement of the Listed Company, the Forthcoming Listed 9

10 CompanyProspective Listed Company remains to be able to fulfill the listing requirement. IV.1.6. Has Having had an Independent Commissioner at least 30% (thirty percent) of the composition of the Board of Commissioners. IV.1.7. IV.1.8. Has Having had at least an unaffiliated Director at least 1 (one) person unaffiliated Director of in the composition of the Board of Directors. The unaffiliated Director as mentioned in provision IV.1.7. above shall mean: IV Does not have an affiliate relation with the Controlling Shareholder of the relevant Listed Company at least 6 (six) months prior to the appointment as the Unaffiliated Director; IV IV IV Does not have an affiliate relation with the other Board of Commissioners or Board of Directors of the Listed Company; Does not hold have a position as member of in the Board of Directors in other company; Has not been an Insider at Does not work in the supporting institution or profession of the capital market whose service is utilized by the Listed Company for 6 (six) months prior to the appointment as the Director. IV.1.9. Has Having had an Audit Committee. IV Having had Has a Corporate Secretary. IV The price of share and the nominal value of shares of the Forthcoming Listed CompanyProspective Listed Company shall be at least Rp. 100,- (one hundred rupiah) upon condition provided as follows: IV for a company which is listed at another Stock Exchange, the shares price of share as mentioned in provision IV above shall be based on in accordance with an the average price of the closing for 25 (twenty five) days of a transaction at the said other Stock Exchange; or IV for a company which is not listed at another Stock Exchange, the price of share price as mentioned in provision IV above shall be based on in accordance with an fair market value appropriate price of share pursuant to an the appraisal result of an independent party. IV The Board of Directors and the Board of Commissioners of the Forthcoming Listed CompanyProspective Listed Company must have a good reputation amongst other things are proved by the following: 10

11 IV Has never been sentenced for conducting a criminal act within the last 10 (ten) years; IV Has never been declared bankrupt; IV Has never been pleaded guilty that caused the company which was lead or being lead is declared bankrupt; IV Has never been dishonorable discharged from a job within the last 5 (five) years; IV Not under guardianship. IV.2. Procedures of the RelistingRelisting at in the Papan UtamaMain Board: IV.2.1. IV.2.2. IV.2.3. IV.2.4. Fulfill the general listing requirements as referred to in provision fulfills the general requirements of the Relisting of shares as mentioned in provision IV.1. above; Until the submission of the listing application, has been conducting an operational activity in the same core business at least for the 36 (thirty six) consecutive monthsuntil the submission of the listing application, has conducted an operational activity in the same core business at least for 36 (thirty six) months continuously; The Financial Statement of the Prospective Listed Company has been audited at least for the last 3 (three) financial years, provided that the Audited Financial Statement for the last 2 (two) financial years and the latest interim Audited Financial Statement (if any) obtain an Unqualified Opinion An audited Financial Statement of the Forthcoming Listed Company at least the last 3 (three) financial years, provided that the Audited Financial Statement of the last 2 (two) financial years and the latest Internal Audited Financial Statement (if any) obtain an opinion of Appropriate Without Exception (Wajar Tanpa Pengecualian (WTP); Having a Net Tangible Asset pursuant to the latest Audited Financial Statement of, at least Rp 100,000,000,000 (one hundred billion rupiah)pursuant to the latest Audited Financial Statement owns a Net Tangible Asset at least Rp ,- (one hundred billion rupiah); IV.2.5. The total shares owned by non Controlling Shareholders (minority shareholders) after the Public Offering or a company that has been listed at another Stock Exchange or an unlisted Public Company in the period of 5 (five) Exchange Days prior to the listing application are at least 100,000,000 (one hundred million) of shares or at least 35% (thirty five percent) of the paid in capital, whichever is lesserthe total of shares owned by a shareholder who is not the Controlling Shareholder (minority shareholders) that is listed on a certain date in the period of 5 (five) Exchange Days prior to the Relisting application at least (one hundred million) of shares or at least 35% (thirty five percent) of the paid in capital, which one is lesser; 11

12 IV.2.6. The total number of shareholders having the Securities accounts at the Securities Exchange Member are at least 1,000 (one thousand) shareholders, provided as followsthe number of shareholders at least (one thousand) shareholders who have Stock accounts at the Member of the Stock Exchange, provided as follows: IV IV for the Forthcoming Listed CompanyProspective Listed Company which is not listed at another Stock Exchange, then the said number of shareholders shall be as who are listed on a certain date in the period of 5 (five) Exchange Days prior to the RelistingRelisting application; for the Forthcoming Listed CompanyProspective Listed Company which is listed at another Stock Exchange, then the said number of shareholders shall be calculated in accordance with monthly average during the last 6 (six) months. IV.3. Procedures of the RelistingRelisting at in the Papan PengembanganDevelopment Board IV.3.1. IV.3.2. IV.3.3. IV.3.4. IV.3.5. Fulfill the general listing requirements as referred to in provisionfulfills the general requirements of the listing of shares as mentioned in provision IV.1. above. Until the submission of the listing application, has been conducting an operational activity in the same core business at least for 12 (twelve) consecutive monthsuntil the submission of the listing application, has substantially conducted an operational activity in the same core business at least for 12 (twelve) months continuously. The Financial Statement of the Prospective Listed Company has been audited at least for the last 2 (two) financial years, provided that the Audited Financial Statement for the last 2 (two) financial years and the latest interim Audited Financial Statement (if any) obtain an Unqualified OpinionThe latest Audited Financial Statement which covers at least 2 (two) financial years and the latest internal Audited Financial Statement (if any) obtain an opinion of Appropriate Without Exception (Wajar Tanpa Pengecualian (WTP).. Having a owns a Net Tangible Asset at least Rp ,- (five billion rupiah). For the Forthcoming Listed CompanyProspective Listed Company which suffering from experiencing a business loss or failing to has not accounted the profit, then: IV at the latest at the end of the 2 nd (second) financial year as of the listed date has obtained business profit and net profit in accordance with the financial projection which is announced at the Exchange; 12

13 IV Particularly for the Prospective Listed Company whose nature of business needs more time to reach a break even point (titik impas) (such as: infrastructure, hard plants (tanaman keras) plantation, concession of the Forest Management Rights (konsesi Hak Pengelolaan Hutan/HPH) or Industrial Plantation (Hutan Tanaman Industri/HTI)) or other line of business which relates to the public services), then pursuant to the financial projection of the said Prospective Listed Company at the latest at the end of the 6 th (sixth) financial year as of the date of the listing has gained operating profit and net profitespecially for the Forthcoming Listed Company which line of business is in accordance with its type of business needs more time to reach a deadlock point (titik impas) (such as: infrastructure, tanaman keras plantation, concession of the Forest Management Rights (konsesi Hak Pengelolaan Hutan (HPH) atau Hutan Tanaman Industri (HTI) or other line of business which relates to the public services), then pursuant to the financial projection of the said Forthcoming Listed Company at the latest at the end of the 6 th (sixth) financial year as of the date of the listing has obtained business profit and net profit. IV.3.6. The total shares owned by non Controlling Shareholder (minority shareholders) after a Public Offering or for a company that has been listed at another Stock Exchange or an unlisted Public Company in the period of 5 (five) Exchange Days prior to the listing application at least 50,000,000 (fifty million) of shares or at least 35% (thirty five percent) of the paid in capital, whichever is lesserthe total of shares owned by a shareholder who is not the Controlling Shareholder (minority shareholders) that is listed on a certain date in the period of 5 (five) Exchange Days prior to the Relisting application at least (fifty million) of shares or at least 35% (thirty five percent) of the paid in capital, which one is lesser. IV.3.7. The number of shareholders having the Securities accounts at the Securities Exchange Member are at least 500 (five hundred) shareholders, provided as followsthe number of shareholders at least 500 (five hundred) shareholders who have Stock accounts at the Member of the Stock Exchange, provided as follows: IV IV for the Forthcoming Listed CompanyProspective Listed Company which is not listed at another Stock Exchange, then the abovementioned said number of shareholders shall be as who are listed on a certain date within the period of 5 (five) Exchange Days prior to the RelistingRelisting application; For the Prospective Listed Company listing at another Stock Exchange, the abovementioned number of shareholders shall be calculated based on the monthly average during the last 6 (six) monthsfor the Forthcoming Listed Company which is listed at another Stock Exchange, then the said number of shareholders shall be calculated in accordance with monthly average during the last 6 (six) months. 13

14 V. PROCEDURES OF THE RELISTING V.1. V.2. V.3. The Forthcoming Listed CompanyProspective Listed Company that intendsing to do the re-listing its shares at the Exchange, must submit a Relisting application to the Exchange and pay the registration of the listing application of Rp ,- (fifteen million rupiah) for the Papan UtamaMain Board or Rp ,- (ten million rupiah) for the Papan PengembanganDevelopment Board, provided that the registration fee of the Relisting application will be calculated as a subtraction of an initial listing fee as referred to in provided that the said registration fee of the Relisting application will be calculated as the subtracter of an initial listing fee as mentioned in provision VIII.2. Rule Number I-A concerning Tthe StockSecurities Listing and Equity-Type Securities Other Than Stock Quasi Equity Securities Other Than Stock Issued by the Listed Company, if the RelistingRelisting application is accepted. The RelistingRelisting application which is submitted by the Forthcoming Listed CompanyProspective Listed Company that is a Public Company or a company which is also listed at another Stock Exchange by using a form which form and content is in accordance with Attachment I-I.1 of this Rule. The listing application as mentioned in provision V.1. above must be completed at least with the following documents and information: V.3.1. V.3.2. V.3.3. V.3.4. V.3.5. V.3.6. Proof of Registration Statement (Bukti Pernyataan Pendaftaran) from the Bapepam still remains effective; Deed of Establishment/Articles of Association of the Forthcoming Listed CompanyProspective Listed Company which has been ratified by the competent authority including all the amendments thereto and Company Register; An Organization Structure of the Prospective Listed Company up to the first level official below the Board of Directors; A Group Organization Structure showing the position of the Prospective Listed Company in the Group (if any); The latest curriculum vitae of each member of the Board of Directors and Board of Commissioners signed by the person concerned which signed by the relevant member of the Board of Directors and the Board of Commissioners; A list of share ownership and business relation which relates to the Board of Directors, Commissioners and its family either in the Prospective Listed Company or the affiliate of the Prospective Listed CompanyA list of share ownership and business relation which relates to the Board of Directors, Board of Commissioners and its family either in the Forthcoming Listed Company or the affiliate of the said Forthcoming Listed Company; 14

15 V.3.7. V.3.8. V.3.9. V V V V The Audited Annual Financial Statement for the last 3 (three) financial years and the latest Audited Interim Financial Statement (if any) or the Audited Financial Statement as of the commencement of the operational of the Prospective Listed Company whose operational period is less than 3 (three) yearsthe last 3 (three) financial year of the Yearly Audited Financial Statement and the latest Intern Audited Financial Statement (if any) or the Audited Financial Statement as of the commencement of the operational of the Forthcoming Listed Company which operational period is less than 3 (three) years; A brief history of the company; A description of the company s business activitiesan explanation of the company s line of business; Taxpayer Identification NumberA copy of Taxpayer Identification Number; An analysis and review by the management concerning business activities, performance and financial positionan analysis and review by the management concerning line of business, performance and financial position; An analysis of business risk and business prospectan analysis of business risk and prospect; A financial projection for a period of at least 3 (three) years including its assumptions or the feasibility study of the Prospective Listed Company, such financial projection or feasibility study will be announced at the ExchangeA financial projection for at least 3 (three) years and the assumption which is utilized or the feasibility study for the Forthcoming Listed Company, such financial projection or feasibility study will be announced at the Exchange; V A statement of on the total number of the listed Securities which are listed; V V V Dividend policies; transactions/agreements, receivables and payables to the affiliate (including amount and its condition)transactions/agreements, receivables and debts to the affiliate (including amount and its condition); receivables of the Prospective Listed Company which is secured by the affiliated party, and or third party s payables or affiliated party s payables which is secured by the Prospective Listed CompanyReceivables of the Forthcoming Listed Company which secured by the affiliated party, and/or third party s debt or affiliated party s debt which secured by the Forthcoming Listed Company; V A summary of contracts which have material valuea summary of contracts which have material value; 15

16 V Ratios of performance, operating, growth, liquidity and solvencya ratio of performance, operational, development, liquidity and solvability; V A legal opinion from a Legal Consultant registered with the BapepamA legal opinion from a Legal Consultant which is listed at the Bapepam; V V A payment receipt of registration fee of the listing application as referred to in provision A payment receipt of registration fee of the listing application as mentioned in provision V.1. above; An appraisal statement by the Independent Appraisal registered with the Bapepam, (if any)an appraisal statement by the Independent Appraisal which listed in the Bapepam, (if any); V A copy of contract of Securities administration management with the Securities Administration Agency or a statement from the Prospective Listed Company if the Securities administration thereof is managed by itselfa copy of contract of Stock administration management with the Stock Administration Bureau or a statement from the Forthcoming Listed Company if Stock administration thereof is managed by itself ; V A copy of license required by the competent Authority concerning the analysis of the environmental impact for the Prospective Listed CompanyA copy of permits required by the competent authority concerning an analysis of the environmental impact for the Forthcoming Listed Company; V Specifically for the Prospective Listed Company whose line of business is in mining industry Especially for the Forthcoming Listed Company which line of business is in mining industry: V A statement letter concerning valid concession from an authority who grants the consession righta valid letter concerning concession from an authority who grants the concession right; V V V A statement letter concerning contract of work or a Mining Concession or a Regional Mining Permit from an authority who grants such permitsa letter concerning work contract or a Mining Authority or a Regional Mining Permit from an authority who grants such permits; Supporting documents showing that the member of the Board of Directors has technical abilities and experiences in mining in accordance with the line of business of the companysupporting documents which reveal that the member of the Board of Directors has technical abilities and experiences in mining in accordance with the line of business of the company; A statement letter from an independent party stating that the Prospective Listed Company has already owned a proven deposit or its equivalent to the type of its mininga statement 16

17 letter from an independent party which states that the Forthcoming Listed Company has already owned a proven deposit or its equivalent in accordance with its type of mining; V For the Prospective Listed Company whose line of business needs a concession or management permits as for the forest cultivation or toll roads, a statement letter from an authority who grants such concession or management permitsfor the Forthcoming Listed Company which line of business needs a concession or management permits as for the forest cultivation or toll roads, a letter from an authority who grants such concession or management permits; V A copy of contract with the KSEI concerning the registration of its Securities in the Collective Custody at the KSEI A copy of contract with the KSEI concerning the listing of its Stock at the Collective Deposit (Penitipan Kolektif) at the KSEI; V (five) copies of information disclosuresdisclosures of Information in the maximum of 5 (five) copies of book; V A statement of the composition of the Shareholders in the form and substance which is in accordance with Attachment I-I.2 to this RuleA statement of the composition of the Shareholders which form and content are in accordance with Attachment I-I.2 of this Rule; V A list of names and specimens of signature of the officials who are authorized to sign the correspondences submitted to the ExchangeA list of names and specimens of signature of the officials who are given an authorization to sign the correspondences submitted to the Exchange; V A statement letter concerning the compliance with the rules which have been signed by the Board of Directors of the Forthcoming Listed CompanyProspective Listed Company in the which form and substance which content is in accordance with Attachment I-I.3 of to this Rule; V A list of names of the Audit Committee; V A statement letter concerning the unaffiliated Board of Directors as mentioned referred to in provision IV.1.8. above (the form and substance of which content of the statement letter is in accordance with Attachment I-I.4. of to this Rule); V A statement letter concerning the qualification fulfillment of the Board of Directors and the Board of Commissioners as mentioned in provision IV above (the form and substance of which content of the statement letter is in accordance with Attachment I-I.5. of to this Rule). V.4. The Listing Application shall be deemed received if the application and all of the attachments as referred to in provisions V.1. and V.3. above have been completely received by the ExchangeA Listing Application is deemed to be received if the application and all attachments as mentioned in provision V.1. and V.3. above has been completely received by the Exchange. 17

18 V.5. V.6. V.7. V.8. V.9. The Prospective Listed Company must conduct a presentation concerning its company to the Exchange A company which applies a Relisting application must conduct a presentation concerning its company to the Exchange. If necessary, the Exchange may require additional documents and information or require additional explanations directly to from the company s management, or require explanations from other party and/or require advices from an independent party. An approval or a rejection of the RelistingRelisting shall be given by the Exchange at the latest 10 (ten) Exchange Days as of the complete receipt of Exchange obtains complete documents and/ or information by Exchange. The Forthcoming Listed CompanyProspective Listed Company must pay an initial listing fee and an annual yearly listing fee as mentioned in provision VIII Rule Number I-A Concerning Listing of Shares and Equity-Type Securities Other Than Stock Quasi Equity Securities which Issued by the Listed Company at the latest 2 (two) Business Days prior to the date of the RelistingRelisting and send the receipt to the Exchange. The delay of the payment of the listing fee above can cause the delay of the shares listing and trading of the said Forthcoming Listed CompanyProspective Listed Company. The Exchange shall announce the listing and trading of shares of the said Forthcoming Listed CompanyProspective Listed Company at the latest 1 (one) Exchange Day prior to the commencement of the shares trading. Stipulated in : Jakarta On : 19 th July 2004 The Jakarta Stock Exchange Inc. Erry Firmansyah President Director Harry Wiguna Listing Director 18

19 Number :.(domicile), (dtd/month/year).. Attachment : To : The Listing Director of The Jakarta Stock Exchange Inc. Attn. Div. Head of Real Sector Listing/Div. Head of Service Sector Listing *) Jakarta Stock Exchange Building Jl. Jend.Sudirman Kav Jakarta 12190, Indonesia Subject : Shares Listing Application In relation to our company s plan to re-list the shares, we hereby submit shares listing application to the Jakarta Stock Exchange Inc. For your consideration, we are enclosing the documents and information in respect of the company as follows: I. General 1. Name of Company : 2. Line of Business : 3. Address : Head Office : Factory (if any) : PT Telephone Facsimile Telephone Facsimile 4. Nominal value : Rp. /shares 5. Estimated value of shares upon : Rp. /shares listing 6. Number of shares to be listed : shares II. Attachment of Submitted Documents and Information 1. Evidence of Registration Statement (Bukti Pernyataan Pendaftaran) which submitted to the Bapepam has become effective; 2. Deed of Establishment/Articles of Association of the Prospective Listed Company which has been ratified by the competent authority including all the amendments thereto and Company Register, respectively 1 (one) copy; 3. An Organization Structure of the Prospective Listed Company (Calon Perusahan Tercatat) up to the official who is one rank lower than the Board of Directors; 19

20 4. A Group Organization Structure showing the position of the Prospective Listed Company in the Group (if any); 5. A recent curriculum vitae of the respective member of the Board of Directors and the Board of Commissioners signed by the relevant member of the Board of Directors and the Board of Commissioners; 6. A list of share ownership and business relation in respect of the Board of Directors, Board of Commissioners and its family either in the Prospective Listed Company or the affiliate of the said Prospective Listed Company; 7. The last 3 (three) financial year of the Yearly Audited Financial Statement and the latest Internal Audited Financial Statement (if any) or the Audited Financial Statement as of the commencement of the operational of the Prospective Listed Company whose operational period is less than 3 (three) years; 8. A brief history of the company; 9. A description of the company s line of business; 10. Taxpayer Identification Number; 11. An analysis and review by the management concerning business activities, performance and financial position; 12. An analysis of business risk and prospect; 13. A financial projection for at least 3 (three) years and the assumption which is utilized or the feasibility study for the Prospective Listed Company, such financial projection or feasibility study will be announced at the Exchange; 14. A statement of the total number of listed Securities; 15. Dividend policies; 16. Transactions/agreements, receivables and liabilities to the affiliate (including amount and its condition); 17. Receivables of the Prospective Listed Company which is secured by the affiliated party, and/or third party s debt or affiliated party s debt which is secured by the Prospective Listed Company; 18. A summary of contracts which have material value; 19. A ratio of performance, operational, development, liquidity and solvability; 20. A legal opinion from a Legal Consultant which is listed at Bapepam; 21. A payment receipt of registration fee of the listing application as mentioned in provision IV.2.1. above; 22. An appraisal statement by the Independent Appraisal registered with Bapepam, (if any); 20

21 23. A copy of contract of Securities administration management with the Securities Administration Agency or a statement from the Prospective Listed Company if the Securities administration thereof is managed by itself; 24. A copy of permits required by the competent authority concerning an analysis of the environmental impact for the Prospective Listed Company; 25. Especially for the Prospective Listed Company whose line of business is in mining industry: a. A valid statement letter concerning concession from an authority who grants the concession right; b. A statement letter concerning work contract or a Mining Authority or a Regional Mining Permit from an authority who grants such permits; c. Supporting documents showing that the member of the Board of Directors has technical abilities and experiences in mining in accordance with the line of business of the company; d. A statement letter from an independent party which states that the Prospective Listed Company has already owned a proven deposit or its equivalent in accordance with its type of mining. 26. For the Prospective Listed Company whose line of business needs a concession or management permits as for the forest cultivation or toll roads, a letter from an authority who grants such concession or management permits; 27. A copy of contract with the KSEI concerning the listing of its Securities in the Collective Deposit (Penitipan Kolektif) at the KSEI; (five) copies of information disclosures; 29. A statement of the composition of the Shareholders in the form and substance which is in accordance with Attachment I-I.2 to this Rule; 21

22 30. List of names and specimens of signature of the officials who are authorized to sign any correspondences submitted to the Exchange; 31. A statement letter concerning the compliance with the rules signed by the Board of Directors of the Prospective Listed Company in the form and substance which is in accordance with Attachment I-I.3 to this Rule; 32. A list of names of Audit Committee; 33. A statement letter concerning the unaffiliated Board of Directors; 34. A statement letter concerning the qualification fulfillment of the Board of Directors and the Board of Commissioners..(domicile),.date,. Board of Directors, President Director Director 22

23 REPORT ON SHAREHOLDERS COMPOSITION Applicant : Shares Classification : Report date : A. Shareholding Composition Total Shareholders Total Shares owned Total Shares B. List of Shareholders Own 5 % or more more Total No Name Total Shares Nationality Status (I/A) Status (Controlling/ Non Controlling) Note: If the shareholder is a limited liability company (Perseroan Terbatas), then the list of shareholders having 5% or more shares in such company is required C. List of Controlling Shareholders, commissioners and directors No Name Total Shares a. The total shares owned by the Controlling Shareholder, commissioners or directors. b. The total shares owned by employees, if any. Note : TOTAL SHARES (a + b) Total shares of the company owned by the non controlling shareholders (absolute amount and % of the paid up capital) If the shareholder is a limited liability company (Perseroan Terbatas), then the list of controlling shareholders in such company is required. Securities Administration Agency Director of Company 23

24 STATEMENT LETTER The undersigned : 1. Name Position 2. Name Position : : : :......*).. In accordance with the Articles of Association of PT, domiciled at. with the following: Head Office address : No/Date of Business Permit from Bapepam : NPWP : Hereby duly states that : 1. has read and understood the entire provisions and regulations that apply at the Jakarta Stock Exchange. 2. undertakes to comply with the relevant regulations issued by Jakarta Stock Exchange Inc. and other Laws and Regulations in the Capital Market and all of its implementing rules. This statement cannot be amended or revoked except with the consent of Jakarta Stock Exchange Inc. In witness whereof, this statement has been duly made to be used as appropriate. Jakarta, PT... Board of Directors, Stamp duty Rp 6.000,- (...) Name, company s stamp 24

25 STATEMENT LETTER REQUIREMENTS FULFILLMENT OF THE UNAFFILIATED DIRECTOR PT.. PURSUANT TO SECTION IV.1.8. OF RULE NUMBER I-I: CONCERNING DELISTING AND RELISTING OF SHARES IN THE EXCHANGE The undersigned : Name : Position : Name of Company Office Address : Address of domicile (pursuant to KTP or other identity) : Hereby states that Mr being the Company s Director pursuant to the resolution of the General Meeting of The Shareholders dated is an Unaffiliated Director as referred to in section III.1.6 of Rule Number I-A: Concerning The Stock Listing and Equity-Type Securities Other Than Stock Issued by The Listed Company and has fulfilled the following requirements as an Unaffiliated Director : 1. Does not have an affiliate relation with the Controlling Shareholder (Pemegang Saham Pengendali) of the relevant Listed Company at least 6 (six) months prior to the appointment as the Unaffiliated Director; 2. Does not have an affiliate relation with the other Board of Commissioners or Board of Directors of the Listed Company; 3. Does not have a position in the Board of Director in other company. 4. Does not work as Insider at any capital market supporting institution or profession whose service is utilized by the Listed Company for 6 (six) months prior to the appointment as the Director. This statement is truthfully made Jakarta,.. (date/month/year) Stamp Duty Name President Director PT Name Unaffiliated Director PT. 25