buku prospektus final bintraco bhs inggris lowress a4f21 2742 151

(1)

• Efective Date : March 30, 2017

• Public Ofering Period : March 31, April 3 - 4, 2017

• Allotment Date : April 6, 2017

• Refund Date : April 7, 2017

• Electronic Shares Distribution Date : April 7, 2017

• Listing Date : April 10, 2017

OJK DOES NOT PROVIDE STATEMENT TO HAVE AGREED OR DISAGREED TO THE SECURITIES DESCRIBED HEREIN, NOR DOES IT CONFIRM THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY STATEMENT CONTRARY THERETO SHALL CONSTITUTE AN UNLAWFUL ACT.

PT INDUSTRI DAN PERDAGANGAN BINTRACO DHARMA Tbk, ABBREVIATED AS PT BINTRACO DHARMA Tbk (“COMPANY”) AND THE JOINT LEAD UNDERWRITES ARE FULLY RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION OR MATERIAL FACTS AND THE OBJECTIVITY OF OPINIONS INCLUDED THEREIN. SHARES OFFERED IN THIS PUBLIC OFFERING ARE ENTIRELY LISTED ON INDONESIA STOCK EXCHANGE (“BEI”).

PT INDUSTRI DAN PERDAGANGAN BINTRACO DHARMA Tbk

(”PT BINTRACO DHARMA Tbk”)

Main Business Activities:

Engage in Trade, Authorized Dealer, Services including Financing Services Related to Motor Vehicle through Subsidiaries and Management Consulting Services

Domiciled in North Jakarta, Indonesia Head Oice:

Jalan Gaya Motor I No. 8 Sunter II, Jakarta 14330 Telepon: (+6221) 6511232

Fax: (+6221) 6512176

Operational Oice:

Sunburst CBD Lot II No. 3 BSD City, Kota Tangerang Selatan

15321

Telepon: (+6221) 22356800 Fax: (+6221) 22356801

Dealer Network and Branch Oice: 22 dealer network in Central Java and

DI Yogyakarta

37 inancing service oices in Jakarta, Central Java, DI Yogyakarta, West Java, East Java, Banten, Bali, North Sumatra, West Kalimantan and South Sulawesi website: www.bintracodharma.com

email: investor.relation@bintracodharma.com INITIAL PUBLIC OFFERING

A total of 150,000,000 (one hundred and ifty million) ordinary shares with a nominal value of Rp100 (one hundred Rupiah) per share, or as much as 10% (ten percent) of the issued and fully paid-up shares in the Company after the Public Ofering, ofered to the Public with an Ofer Price of Rp 1,750 (one thousand seven hundred ifty Rupiah) per share, to be paid in full at the time of iling the Share Subscription Form (“FPPS”). The overall amount of Public Ofering is Rp 262.500.000.000 (two hundred sixty two billion ive hundred million Rupiah).

Pursuant to Decision of the Board of Directors of the Company No. 002/HRD/SK/II/2017 dated January 18, 2017, the Company implements Employee Stock Allocation (“ESA”) program with the amount of a maximum of 10% (ten percent) of the amount ofered in the Initial Public Ofering or a maximum of 15,000,000 (ifteen million) shares. Detailed information about the ESA program can be found in Chapter I hereof.

All shares of the Company ofered in this Public Ofering gives the holder the same and equal rights in all respects with the other shares in the Company that have been issued and fully paid-up, including the right to dividend distribution, the right to vote at the GMS, the right to distribution of bonus shares and the rights issue, in accordance with Law No. 40 of 2007 on Limited Liability Companies (“Company Law”).

JOINT LEAD UNDERWRITERS

PT Ciptadana Sekuritas Asia PT CIMB Sekuritas Indonesia UNDERWRITERS

PT Erdikha Elit Sekuritas ● PT Magenta Kapital Indonesia ● PT Minna Padi Investama Sekuritas Tbk ● PT Phillip Securities Indonesia ● PT Proindo International Securities ● PT Shinhan Sekuritas Indonesia The Joint Lead Underwriters and the Underwriters Guarantee the Full Commitment to the Company’s Initial

Public Ofering

MAIN RISK FACED BY THE COMPANY IS RISK OF BUSINESS COMPETITION, WHICH CAN PROVIDE NEGATIVE IMPACTS ON BUSINESS ACTIVITIES, OPERATIONAL PERFORMANCE, FINANCIAL CONDITION AND BUSINESS PROSPECTS OF THE COMPANY. BUSINESS RISKS OF THE COMPANY ARE COMPLETELY LISTED IN CHAPTER VI HEREOF.

RISKS RELATED TO OWNERSHIP OF SHARES OF THE COMPANY ARE ILLIQUIDITY OF THE SHARES OFFERED ON THIS PUBLIC OFFERING, CONSIDERING THE NUMBER OF SHARES OFFERED BY THE COMPANY IS NOT TOO BIG, THEN THERE IS A POSSIBILITY THAT THE SHARES OF THE COMPANY WILL NOT BE LIQUID IN ITS TRADE. THUS, THE COMPANY CANNOT PREDICT WHETHER THE MARKET OF SHARES OF THE COMPANY WILL BE ACTIVE OR THE LIQUIDITY OF SHARES OF THE COMPANY WILL BE MAINTAINED.

(2)

The Company has submitted Securities Issuance Registration Statement in connection with the Public Ofering to the Chief Executive of Capital Market Supervisor of Financial Services Authority (hereinafter referred to “OJK”) with a Letter No. Leg/SRT-026/XII/2016 dated December 27, 2016 in accordance with the requirements stipulated in Law No. 8 of 1995 dated November 10, 1995 on Capital Market, State Gazette No. 64 of 1995, Supplemental State Gazette No. 3608 along with its implementing regulations and amendments thereto (hereinafter referred to as “Capital Market Law”).

Shares ofered in the Public Ofering are planned to be listed on the BEI in accordance with the Securities Registration Preliminary Agreement that has been made between the Company and BEI on December 21, 2016 if it meets the listing requirements set by BEI, among others, concerning the number of shareholders, both individuals and institutions in BEI and each shareholder has at least 1 (one) unit of share trading. If the listing requirements are not met, then the Public Ofering is null and void and payment of subscription of these shares must be returned to the subscriber in accordance with the provisions of the Capital Market Law, the Underwriting Agreement and Regulation No. IX.A.2. of Appendix to the Bapepam-LK Decision No. Kep-122/BL/2009 dated May 29, 2009.

All of the Capital Market Institutions and Supporting Professionals the in the Public Ofering are fully responsible for the data presented in accordance with their functions, in accordance with the regulations in force in the territory of the Republic of Indonesia and the code of ethics, norms and standards of their respective professions.

In connection with this Public Ofering, each ailiated parties are prohibited from providing information or statements concerning the data not disclosed therein without the written consent of the Company and the Lead Underwriters.

PT Ciptadana Sekuritas Asia and PT CIMB Sekuritas Indonesia as the Joint Lead Underwriters, other Underwriters and Capital Market Institutions and Supporting Professionals in this Public Ofering, irmly state not to be ailiated with the Company either directly or indirectly, as deined in the Capital Market Law. Further explanation on the absence of ailiation can be found in Chapter XIII on the Underwriting and Chapter XIV on Institutions and Professionals Supporting the Capital Market.

THIS PUBLIC OFFERING IS NOT REGISTERED UNDER LAWS OR OTHER REGULATIONS OTHER THAN THOSE APPLICABLE IN INDONESIA. WHOEVER OUTSIDE INDONESIA RECEIVES THIS PROSPECTUS OR OTHER DOCUMENTS RELATED TO THIS PUBLIC OFFERING, THE PROSPECTUS OR DOCUMENTS ARE NOT INTENDED AS AN OFFER DOCUMENTS TO BUY SHARES, EXCEPT IF SUCH OFFER, OR PURCHASE OF SHARES ARE NOT CONTRARY OR NOT CONSTITUTE A VIOLATION AGAINTS LAWS AND REGULATIONS APPLICABLE IN THE COUNTRY.

(3)

DEFINITIONS AND ABBREVIATIONS

The terms and expressions therein have the following meanings:

Ailiates Means as referred to in Article 1 paragraph 1 of Capital Market Law,

namely:

a. family relationship by marriage and by blood up to the second degree, both horizontally and vertically;

b. relationship between employees, Directors and Commissioners of the party;

c. relationship between 2 (two) companies where there is 1 (one) or more same Directors or Commissioners;

d. relationship between the company and the parties, either directly or indirectly controlling or controlled by the company;

e. relationship between 2 (two) companies controlled either directly or indirectly, by the same party; or

f. relationship between the company and Main Shareholders.

Abridged Prospectus Means written statement or information which is a summary of the Preliminary Prospectus prepared and published by the Company supported by the Joint Lead Underwriter in accordance with Regulation No. IX.C.3, Appendix to the Head of Bapepam Decision No. Kep.43/ PM/2000 dated October 27, 2000 on Guidelines for the Form and

Content of Abridged Prospectus in the Framework of Public Ofering

and will be announced in no later than 2 (two) Business days after the receipt of a statement from the OJK that the Company may announce the Abridged Prospectus as stipulated in the Regulation No. IX.A.2. Account Holder Means the person whose name is listed as the owner of a Securities

Account in KSEI which includes the Custodian Bank and/or the Securities Company and/or other parties approved by KSEI with regard to the laws and regulations applicable in the capital market and KSEI regulations.

Allotment Date Means no later than 2 (two) Business days commencing after the

closing of the Initial Public Ofering Period, at which time the Allotment Manager sets the allotment Shares Ofered for each subscriber.

Allotment Manager Means PT Ciptadana Sekuritas Asia, responsible for allotment on the

sale of shares ofered to be performed if the number of orders on the shares exceeds the number of shares ofered in this public ofering,

pursuant to Regulation No. IX.A.7.

ATPM Means an abbreviation of Agen Tunggal Pemegang Merek (Trademark Holding Sole Agent), in this case is PT Toyota Astra Motor.

BAE Means an abbreviation of Biro Administrasi Efek (Securities Administration Bureau), in this case is PT Raya Saham Registra.

(6)

Bapepam-LK Means an abbreviation of the Capital Market Supervisory Agency and Financial Institution as referred to in the Minister of Finance of the Republic of Indonesia Decree No. 184/PMK.01/2010 dated October 11, 2010 on the Organization and Procedure of Capital Market Supervisory Agency and Financial Institution or its successors and recipients of rights and obligations formerly known as Bapepam.

BEI Means an abbreviation of PT Bursa Efek Indonesia (Indonesia Stock Exchange), a limited liability company domiciled in Jakarta, namely the party that organizes and provides a system and/or a means to bring

together ofers of sale and purchase of other parties’ securities with the

purpose of trading securities between them, as well as a place where the shares of the Company are listed.

BNRI Means Berarti Berita Negara Republik Indonesia (State Gazette of the Republic of Indonesia).

Business Day Monday to Friday, except national holidays set by the Government of the Republic of Indonesia.

Calender Day Means all days within 1 (one) year in accordance with the Gregorian calendar without exception, including Saturday, Sunday and national holidays which at times set by the Government and a regular work day

that is due to speciic circumstances set by the Government as not a

normal business day.

Capital Market Law Means Law No. 8 of 1995 on Capital Markets, the State Gazette of the Republic of Indonesia No. 64 of 1995, Supplemental No. 3608 and its implementing regulations.

Collective Depository Means depository services on securities owned jointly by more than one party whose interests are represented by the Custodian, as referred to in the Capital Market Law.

Company Means PT Industri dan Perdagangan Bintraco Dharma Tbk abbreviated as PT Bintraco Dharma Tbk, domiciled in North Jakarta, a limited liability company established under the laws and regulations of the Republic of Indonesia.

Company Law Means the Law of the Republic of Indonesia No. 40 of 2007 on Limited Liability Company.

Company Registration Requirement Law

Means the Law of the Republic of Indonesia No. 3 of 1982 on Company Registration Requirement.

Custodian Means the party providing securities custody services and other assets related to securities and other services, including the receipt of dividends, interest and other rights, completing securities transactions and representing the account holders who become its customers. Distribution Date Means the same date as the Payment Date, i.e. no later than 2 (two)

business days after the Allotment Date, on which the Shares Ofered

are distributed electronically by the KSEI to the Underwriter and then distributed to subscribers.

Efective Means the fulillment of the entire procedure and requirements in the

Registration Statement set forth in Capital Market Law and item 4 of Regulation No. IX.A.2, Appendix to Head of Bapepam-LK Decision No. KEP-122/BL/2009 dated May 29, 2009 concerning Registration

(7)

Efective Statement Means a statement issued by the OJK stating that Registraton

Statement is Efective.

EGMS Means the Extraordinary General Meeting of Shareholders held in accordance with the provisions of the articles of association of the Company, Company Law and Capital Market Law.

ESA Program Means abbreviati of the Emploee Stock Allocation Program, namely a

certain allocation granting program of the Ofered Shares in the Initial Public Ofering for employees of the Company speciied by the Board of

Directors pursuant to Decision No.002/HRD/SK/II/2017 dated January 18, 2017 in the maximum amount of 10% (ten percent) of the total

Oferred Shares or a maximum of 15,000,000 (ifteen million) shares.

Exchange Day Days where BEI or legal entity replacing it conduct stock exchange activities according to the legislation in force and the provisions of BEI. GMS Means the General Meeting of Shareholders held in accordance with

the articles of association of the Company, Company Law and Capital Market Law.

KAP Means Kantor Akuntan Publik (Public Accounting Firm).

KSEI Means an abbreviation of PT Kustodian Sentral Efek Indonesia, which is in charge of administering storage of securities based on Securities Registration Agreement on Collective Depository.

Lead Underwriter Means the party who will be responsible for the implementation of

Public Ofering, which in this case is PT Ciptadana Sekuritas Asia, a

limited liability company incorporated under the laws of the Republic of Indonesia and domiciled in Jakarta and PT CIMB Sekuritas Indonesia, a limited liability company incorporated under the laws of the Republic Indonesia and domiciled in Jakarta, in accordance with the terms and conditions of Underwriting Agreement.

Listing Date Means the registration date of shares to be traded on the Stock Exchange no later than 1 (one) Business day after the Distribution Date. Main Shareholders Means any party, either directly or indirectly, has at least 20% (twenty

percent) of the voting rights of all shares with voting rights issued by the Company.

Minister of Justice and Human Rights of the Republic of Indonesia

Means the Minister of Justice and Human Rights of the Republic of Indonesia, formerly called the Ministry of Justice of the Republic of Indonesia, which changed its name into the Ministry of Justice and

Legislation of the Republic of Indonesia, and inally changed into into

the Ministry of Justice and Human Rights of the Republic of Indonesia. New Shares Means ordinary shares with a nominal value of Rp100 (one hundred

Rupiah) per share to be issued from the deposits (portfolio) of the

Company, ofered and sold to the Public through Public Ofering in the total number of 150,000,000 (one hundred and ifty million) shares,

which subsequently listed on the BEI on the Listing Date.

Ofer Price Means the price per share ofered, through Public Ofering where the price has been determined through a bookbuilding process, namely

(8)

OJK Means Otoritas Jasa Keuangan/the Financial Services Authority which is an institution recognized as independent and free from interference of other parties, which have functions, duties and authorities to regulate, supervise, inspect and investigate as stipulated in Law No. 21 of 2011 on the Financial Services Authority (“OJK Law”) in which the

duties and authority include the regulation and supervision of inancial

services activities in the banking, capital market, insurance, pension

funds, inancial services institutions and other inancial institutions

sector. Since December 31, 2012, the functions, duties and authority of

regulation and supervision of inancial services activities in the capital

market sector switch from Bapepam to the OJK, or its successors and recipients of rights and obligations, in accordance with Article 55 of the OJK Law.

OJK Regulation No. 30/2015 Means the OJK Regulation No. 30/POJK.04/2015 dated December 16,

2015 on Report on Utilization of Funds from Public Ofering.

OJK Regulation No. 32/2014 Means the OJK Regulation No. 32/POJK.04/2014 on the Planning and Implementation of the General Meeting of Shareholders of Public Company.

OJK Regulation No. 33/2014 Means the OJK Regulation No. 33/POJK.04.2014 on Directors and Board of Commissioners of Issuer or Public Company.

OJK Regulation No. 34/2014 Means the OJK Regulation No. 34/POJK.04/2014 on the Nomination Committee or Issuer Remuneration or Public Companies.

Payment Date Means the payment date of proceeds from the sale of Shares ofered in the initial market that must be paid by the Underwriters to the Company through the Joint Lead Underwriters, namely on the Distribution Date. Preliminary Prospectus Means a written document prepared by the Company and the Lead

Underwriters in the framework of Initial Public Ofering and contains

all information therein submitted to the OJK as part of the Registration

Statement, unless the information on the number, the Ofer Price, the underwriting or other matters related to the terms of ofer cannot be

determined, in accordance with the Regulation No. IX.A.8.

Priority Shares Means the shareholders granted the priority rights to purchase shares to

be issued within a month after the notiication by the Board of Directors

to issue such shares.

Prospectus Means the inal written document prepared by the Company together with the Lead Underwriters, which contains all information and important

and relevant facts about the Company and the Shares Ofered in the

form and substance in accordance with Regulation No. IX.C.2, Appendix to the Head of Bapepam Decision No. Kep-51/PM/1996 dated January 17, 1996 on Guidelines for the Form and Content of Prospectus for

Public Ofering.

Public Means individuals and/or entities and/or legal entities, both Indonesian citizens and/or Indonesian agencies and/or legal entities as well as foreign citizens and/or foreign agencies and/or foreign legal entities, either residing or incorporated in Indonesia or residing or incorporated

abroad allowed to have Shares Ofered with regared to the legislation

(9)

Public Ofering or Initial Share

Public Ofering Means any ofering for Shares Ofered made by the Company to the Public bearing in mind the terms and conditions as set out in the Underwriting Agreement and the procedures stipulated in the Capital Market Law and regulations applicable in the Indonesia Stock Exchange.

Public Ofering Period Means the period for the Public to be able to apply for the subscription

of Shares Ofered, unless the Public Ofering Period is closed earlier

as provided in the Underwriting Agreement, but shall not be less than

1 (one) Business day and a maximum of ive (5) Business days.

Refund Date Means the date to refund the subsription of Shares Ofered by the Lead Underwriters through the Underwriters to subscribers that part or all of its subscription cannot be met due to the allotment or in the event that the

Initial Public Ofering is canceled or postponed, however the Subsription

Refund Date shall not be later than 2 (two) Business days after the Allotment Date or 2 (two) Business days after the announcement date

for cancellation or delay of the Initial Public Ofering.

Register of Share Subscription (Daftar Pemesanan

Pembelian Saham (DPPS))

Means the Register which contains the names of subscriber and the number of shares ordered and organized by the Share Subscription Form made by each Underwriter.

Registration Statement Means a document which shall be submitted by the Company to the

OJK before the Company makes an ofer and sale of Shares Ofered

as referred to in Article 1 (19) of Capital Market Law in conjunction with Regulation No. IX.C.1, Appendix to the Head of Bapepam Decision No. Kep-42/PM/2000 dated October 27, 2000 on Guidelines for the Form and Content of Registration Statement in the Framework of Public

Ofering and with regard to the provisions in Regulation No. IX.A.2 and

Regulation No. IX.A.1, Appendix to the Head of Bapepam Decision No. Kep-690/BL/2011 dated December 30, 2011 on the General Provisions for Filing of Registration Statement.

Regulation No. IX.A.2 Means Bapepam-LK Regulation No. IX.A.2, Appendix to the Head of Bapepam-LK Decision No. KEP-122/BL/2009 dated May 29, 2009 on

Registration Procedures for Public Ofering.

Regulation No. IX.A.7 Means Bapepam-LK Regulation No. IX.A.7, Appendix to the Head of Bapepam-LK Decision No. KEP-691/BL/2011 dated November 30,

2011 on Subscription and Allotment of Securities in Public Ofering.

Regulation No. IX.E.1 Means Bapepam-LK Regulation No. IX.E.1, Appendix to the Head of Bapepam-LK Decision No. Kep-412/BL/2009 dated November 25,

2009 on Ailiated Transactions and Conlicts of Interest on Certain

Transactions.

Regulation No. IX.E.2 Means Bapepam-LK Regulation No. IX.E.2, Appendix to the Head of Bapepam-LK Decision No. Kep-614/BL/2011 dated November 28, 2011 on Material Transactions and Changes in Main Business Activities. Regulation No. IX.J.1 Means Bapepam-LK Regulation No. IX.J.1, Appendix to the Head of

Bapepam-LK Decision No. Kep-179/BL/2008 dated May 14, 2008 on the Principles of the Articles of Association of Companies Making Public

Ofering of Equity Securities and Public Companies.

Securities Listing Preliminary Agreement

Means the Securities Listing Preliminary Agreement, made by and between the Company and the BEI on December 21, 2016.

Share Allotment Conirmation

Form (Formulir Konirmasi

Penjatahan Saham (FKPS))

(10)

Share Subscription Form (Formulir Pemesanan

Pembelian Saham (FPPS))

Means the original copy of the subscription form related to Shares

Ofered to be made in 5 (ive) copies, where each copy must be illed completely, aixed by signature of original subscriber and iled by the

prospective subscriber to the Underwriter and sales agent (if any) at

the time of ordering Shares Ofered during the Public Ofering Period.

Shareholders Register (Daftar

Pemegang Saham (DPS))

Means the Register issued by KSEI which contains information about the ownership of securities by the securities holders in Collective Depository in KSEI based on data provided by the account holder in KSEI.

Shares Ofered Means New Shares, namely as many as 150,000,000 (one hundred

and ifty million) shares, subsequently listed on the BEI on the Listing

Date.

SKS Means Shares Collective Letter (Surat Kolektif Saham)

Stock Exchange Means the stock exchange as deined in Article 1 paragraph 4 of the Capital Market Law, in this case organized by BEI.

Subsidiary Means companies in which i) the Company has share ownership with voting rights of more than 50%, either directly or indirectly, or ii) if the Company has a 50% or less on the shares with voting rights, the

Company has the ability to control the Subsidiary or iii) the inancial

statements are consolidated with the Company in accordance with accounting standards applicable in Indonesia.

TDP Means the Company Registration Certiicate (Tanda Daftar Perusahaan)

Underwriter Means parties who enter into an agreement with the Company and will

be responsible, individually and jointly to ofer and sell Shares Ofered

to the Public with full commitment and make payment of the Public

Ofering in the initial market to the Company through the Underwriters

with due regard to the terms and conditions of Underwriting Agreement, namely PT Erdikha Elit Sekuritas, PT Magenta Kapital Indonesia, PT Minna Padi Investama Sekuritas Tbk, PT Phillip Securities Indonesia,

PT Proindo International Securities, and PT Shinhan Sekuritas

Indonesia.

(11)

COMPANY’S NAME ABBREVIATIONS

Subsidiaries’ Name Abbreviations

AFI Means PT Andalan Finance Indonesia. BMN Means PT Bahtera Multi Niaga. CPM Means PT Chandra Pratama Motor. GAI Means PT Gema Adipradana Indah. GBM Means PT Graha Bahana Mandiri. Meka Means PT Meka Adipratama. MMN Means PT Meka Mekar Niaga. NAS Means PT Nasmoco.

NBM Means PT Nasmoco Bahtera Motor. NBnM Means PT Nasmoco Bahana Motor. NKM Means PT Nasmoco Karangjati Motor. NPM Means PT Nasmoco Pratama Motor. NRM Means PT New Ratna Motor.

SDC Means PT Semarang Diamond Citra. SBM Means PT Sumber Bahtera Mandiri.

Company Shareholders’ Name Abbreviations

(12)

SUMMARY

This summary contains most important facts and considerations to the Company which are an integral part and should be read in conjunction with the more detailed information as well as Consolidated

Financial Statements and descriptions listed therein. All the inancial information of the Company

incorporated in Indonesia are arranged in Rupiah and in accordance with the Financial Accounting Standards in Indonesia.

INFORMATION ABOUT THE COMPANY

The Company was established in Semarang with the name of PT Industri dan Perdagangan Bintraco Dharma or abbreviated as “PT Bintraco Dharma” by the Deed of Establishment No. 1 dated June 1, 1969, as amended by the Deed of Amendment to the Articles of Association No. 64 dated August 26, 1970, both made before Raden Mas Suprapto, SH, Notary in Semarang. The Deed of Establishment has been approved by the Minister of Justice and Human Rights Decree No. J.A. 5/120/23 dated October

30, 1970 and registered in the register book at the Semarang District Court Clerk’s Oice, respectively

under No. 278/1970 and 279/1970 and 279 A/1970, all dated December 7, 1970, and announced in the State Gazette of the Republic of Indonesia No. 12 dated February 9, 1971, Supplemental No. 69. The Articles of Association of the Company has been amended several times with the latest amendment in accordance with the Deed of Resolution of the Shareholders of PT Industri dan Perdagangan Bintraco Dharma abbreviated as PT Bintraco Dharma No. 11 dated November 11, 2016 made before Kumala Tjahjani Widodo, SH, Notary in Jakarta, which has been approved by the Minister of Justice and Human

Rights Decree No. AHU-0021171.AH.01.02 of 2016 dated November 11, 2016 and notiied to the

Minister of Justice and Human Rights by Letter No. AHU-AH.01.03-0098120 dated November 11, 2016. According to Article 3 of the Articles of Association, the purposes and objectives of the Company are to

engage in the ield of services, trade, workshop, property and real estate industry and investments in

companies.

Currently the main business activities of the Company and Subsidiaries include:

• Automotive Business Activities

Automotive group of the Company is one of the founders of the Toyota dealership in Indonesia in marketing products of Toyota for Central Java and DI Yogyakarta through Nasmoco Group network. At the date hereof, there are 22 dealers of Nasmoco network with sales service of vehicle units, after-sales services, namely workshop services and the supply of spare parts scattered in almost all major cities in Central Java and DI Yogyakarta,

• Financing Business Activities

Financing business group of the Company provides motor vehicle inancing services, whether

for corporate or individual consumers. The inancing group of the Company starts to operate commercially by the Company in 2004. At the date hereof is issued, the inancing business group

of the Company has 37 branches of inancing services scattered in Java and several major cities in Indonesia, namely Medan, Pontianak, Makassar and Denpasar.

(13)

PUBLIC OFFERING

1. Total Ofered Shares : A total of 150,000,000 (one hundred and ifty million) ordinary

shares with a nominal value of Rp100 (one hundred Rupiah) per share, or as much as 10% (ten percent) of the issued and fully

paid-up shares in the Company after the Public Ofering

2. Nominal Value : Rp100 (one hundred Rupiah) per share

3. Ofer Price : Rp1,750 (one thousand seven hundred and ifty Rupiah)

4. Total Public Ofering : Rp262,500,000,000 (two hundred and sixty-two billion ive hundred

million Rupiah)

5. Total Registered Shares : A total of 1,500,000,000 (one billion ive hundred million) share

Shares Ofered in the framework of Share Initial Public Ofering are entirely New Shares derived from

the portfolio, to be listed on the BEI and will give the holder the same and equal rights in all respects with other Company’s shares issued and fully paid-up, including the rights to the distribution of dividends, the right to vote at the GMS, the right to the distribution of bonus shares and rights issue in accordance with the provisions of the Company Law.

CAPITAL STRUCTURE BEFORE AND AFTER PUBLIC OFFERING

At the date hereof, the capital structure and composition of shareholders of the Company are as follows:

Capital Share

Consisting of Ordinary Shares

With a nominal value of Rp100 (one hundred Rupiah) per share

Description Total Share Total Nominal Value of @Rp100

per share (Rp) %

Authorized Capital 5,400,000,000 540,000,000,000

Issued and Fully Paid-Up Capital

PT Ahabe Niaga Selaras 1,215,000,000 121,500,000,000 90.00

PT Superior Coach 135,000,000 13,500,000,000 10.00

Total Issued and Fully Paid-Up Capital 1,350,000,000 135,000,000,000 100.00 Total Shares in Portfolio 4,050,000,000 405,000,000,000

With the sale of the entire Shares Ofered by the Company in this Public Ofering, the capital structure and composition of shareholders of the Company before and after the Public Ofering in a proforma

basis are as follows:

Description

Before Public Ofering After Public Ofering

Total Share

Total Nominal Value of @Rp100 per

share (Rp)

% Total Share

Total Nominal Value of @Rp100 per share

(Rp)

%

Authorized Capital 5,400,000,000 540,000,000,000 5,400,000,000 540,000,000,000

Issued and Fully Paid-Up Capital

PT Ahabe Niaga Selaras 1,215,000,000 121,500,000,000 90.00 1,215,000,000 121,500,000,000 81.00

PT Superior Coach 135,000,000 13,500,000,000 10.00 135,000,000 13,500,000,000 9.00

Public* - - - 150,000,000 15,000,000,000 10.00

Total Issued and Fully Paid-Up

Capital 1,350,000,000 135,000,000,000 100.00 1,500,000,000 150,000,000,000 100.00

Total Shares in Portfolio 4,050,000,000 405,000,000,000 3,900,000,000 390,000,000,000

(14)

Along with the Share Public Ofering, the Company holds an employee stock allocation program (ESA) with a maximum number of 10% (ten percent) of the total number of Shares Ofered to a maximum of 15,000,000 (ifteen million) shares.

Implementation of the purchase of shares in particular will be implemented in accordance with Regulation No. IX.A.7.

With the sale of the entire Shares Ofered by the Company in this Public Ofering and the implementation of ESA, the capital structure and shareholding structure of the Company before and after the Public Ofering and the implementation of ESA in proforma basis are as follows:

Description

Before Public Ofering and the Implementation of ESA

After Public Ofering and the Implementation of ESA

Total Share Total Nominal Value of @Rp100 per

share (Rp) % Total Share

(Rp) %

PT Ahabe Niaga Selaras 1,215,000,000 121,500,000,000 90.00 1,215,000,000 121,500,000,000 81.00 PT Superior Coach 135,000,000 13,500,000,000 10.00 135,000,000 13,500,000,000 9.00

Public* - - - 135,000,000 13,500,000,000 9.00

Employees (ESA Program) - - - 15,000,000 1,500,000,000 1.00

Capital 1,350,000,000 135,000,000,000 100.00 1,500,000,000 150,000,000,000 100.00

*Public each with the ownership below 5%

PLAN FOR THE SALE OF SHARES BY SHAREHOLDERS THROUGH PRIVATE PLACEMENT

In addition to the Public Ofering, as mentioned above, PT Superior Coach as a shareholder of the Company will also conduct a private placement of shares it owns in the maximum amount of 135,000,000 (one hundred and thirty ive million) registered ordinary shares or by a maximum of 9% (nine percent) of issued and paid-up capital of the Company after the Public Ofering to certain parties inside and outside the territory of Indonesia. The parties to be the target of shares ofering in the private placement by PT Superior Coach are major investors, pension funds, insurers, long-term domestic and international investors,, hedge funds and wealth management.

The capital structure and proforma shareholding structure before and after the implementation of the private placement by PT Superior Coach shall be as follows:

Description

After Public Ofering and ESA Implementation but

prior to Private Placement After Public Ofering, ESA Impelemtantion and Private Placement

Total Shares Total Nominal Values @Rp100 per share

(Rp) % Total Shares

Total Nominal Values @Rp100 per share

(Rp) %

PT Superior Coach 135,000,000 13,500,000,000 9.00 - -

-Public* 135,000,000 13,500,000,000 9.00 270,000,000 27,000,000,000 18.00

Employees (ESA Program) 15,000,000 1,500,000,000 1.00 15,000,000 1,500,000,000 1.00

Capital 1,500,000,000 150,000,000,000 100.00 1,500,000,000 150,000,000,000 100.00

(15)

PLAN FOR USE OF PROCEEDS

The proceeds from the Public Ofering, after being deducted by the costs for issuance of shares, will be

fully used by the Company:

1. Approximately 33% will be used by the Company either directly or indirectly through NRM for capital expenditures related to the Company and/or its Subsidiaries’ business development, among others, for the construction of new dealers and their facilities to expand its Toyota network within a period of 2017 - 2019.

The distribution of proceeds from Initial Public Ofering to NRM, engaged in trading ield, authorized

dealer, and vehicle repair services, shall be granted by the Company in the form of unsecured loans with the reasonable interest rate applicable at the time of loans granted within a loan period of 3

(three) to 5 (ive) years.

2. Approximately 33% will be used by the Company within a period of 2017 - 2019 to make investments related to acquisition opportunities for expansion and development of business activities of the Company and the Subsidiaries including the acquisition of dealers, the acquisition of shares of the company which owns dealership facilities, and establish a new company in order to strengthen the

network for the automotive business activities and provide beneits that support the Company’s

business activities. Until the issuance hereof, there has been no acquisition target of dealers, acquisition of shares of the company that has dealer facilities or establish a new company.

3. The rest will be used by the Company, either directly or indirectly through NRM and/or AFI for working capital, among others, the Company’s operational costs such as the purchase of cars and

spare parts inventory, consumer inancing working capital and other costs.

The distribution of the proceeds from Initial Public Ofering to NRM, which is engaged in trade ield, authorized dealers, and vehicles repair services, and/or AFI, which is engaged in inancial services,

provided by the Company in the form of unsecured loans with a reasonable interest applicable at the time loans granted by the loan period of less than 1 (one) year.

After the loans granted by the Company are fully repaid by the Subsidiaries, the amount will be used by the Company for business development of the Company and/or its Subsidiaries, among others in the form of capital expenditure as for the construction of the new dealership and its facilities thereof or additional new investment having strategic value and can support the Company’s business activities, as well as for working capital

COMPANY BUSINESS STRATEGY

a. Always focusing on business activities conducted at this time b. Expanding its distribution network

c. Increasing revenues through business development with a high rate of return and integrated in the automotive industry

d. Using information technology systems connected online e. Promoting prudential principles

f. Improving synergies between business activities g. Improving the quality of human resources

(16)

BUSINESS RISKS

Business Risks of the Company and Subsidiaries 1. Risks of Business Competition

2. Risks of Brand Holder Sole Agent Policy 3. Risk of Concentrated Sales Territory 4. Risks of Reliance on Subsidiaries

5. Risks of Reliance on Bank Loan and External Financing for Running and Developing Business Activities

6. Risks of Financing 7. Risks of Operation

8. Risks of Government Policy 9. Risks of Economy

Risks over Shareholding of the Company 1. Risks of Share Liquidity

2. Risks of Share Price to Fluctuate

3. Risks of The Company’s ability to Pay Dividends in the Future will Rely on Retained Earnings, Financial Condition, Cash Flow and Working Capital Needs in the Future

4. Risks of Future Sales of Shares may Afect the Market Price of the Company Shares

DIVIDEND POLICY

The entire issued and fully paid-up ordinary shares , including registered ordinary shares ofered in this Initial Share Public Ofering, has the same and equal rights including the right to dividend distribution.

In accordance with Indonesian laws and regulations, in particular the Company Law, the Company may distribute dividends. Dividend payment refers to the provisions contained in the Articles of Association of the Company and approval of shareholders at the GMS and considers the fairness of such payments and also the interests of the Company. Dividend payment can only be made if the Company recors positive retained earnings.

The interim dividend can be distributed at the end of the inancial year provided that it does not violate

the provisions of the Articles of Association and the distribution does not cause the Company’s net assets smaller than the issued and paid-up capital. The distribution of the interim dividend is determined

by the Board of Directors upon approval of the Board of Commissioners. If at the end of the inancial year the Company sufers a loss, the interim dividend that has been distributed must be returned by the

shareholders to the Company. In the event that the shareholders cannot return the interim dividend, the Board of Directors and the Board of Commissioners shall be liable jointly and severally for the losses of the Company.

Determination, amount and payment of dividends on the shares at a later date, if any, will depend on the following factors, including:

• The results of operations, cash lows and inancial condition; • The development plan of the Company in the future; and

• Other factors considered important by the Company’s management.

Notwithstanding the foregoing, the Company plans to distribute the cash dividends as much as up to

50% of net proit for the current year before other comprehensive income after setting aside mandatory reserves commencing from the iscal year of 2017. The Company has no negative covenants with

(17)

FINANCIAL HIGHLIGHTS

The following table illustrates the Consolidated Financial Highlights of the Company for the period of nine months ended September 30, 2016 and 2015 (unaudited) and for the years ended December 31,

2015, 2014, 2013, 2012 and 2011. The important inancial data derived from the Consolidated Financial

Statements of the Company and Subsidiaries for the period of nine months ended September 30, 2016 that have been audited by Kantor Akuntan Publik Amir Abadi Jusuf, Aryanto, Mawar & Rekan, member of

the RSM network, with unqualiied opinion signed by Rudi Hartono Purba, for the year ended December

31, 2015 audited by Kantor Akuntan Publik Amir Abadi Jusuf, Aryanto, Mawar & Rekan, member of the

RSM network with unqualiied opinion signed by Rudi Hartono Purba, for the year ended December

31, 2014 that have been audited by Kantor Akuntan Publik Aryanto, Amir Jusuf, Mawar & Saptoto with

unqualiied opinion signed by Saptoto Agustomo, for the years ended December 31, 2013 and 2012 audited by Kantor Akuntan Publik Aryanto, Amir Jusuf, Mawar & Saptoto with unqualiied opinion signed

by Dudi Hadi Santoso and for the year ended December 31, 2011 audited by Kantor Akuntan Publik

Aryanto, Amir Jusuf, Mawar & Saptoto with unqualiied opinion signed by Mawar I.R. Napitupulu.

STATEMENTS OF FINANCIAL POSITION

(in billion Rupiah)

Description

As of September

30 As of December 31

2016 2015 2014 2013 2012 2011

Total Assets 6,301.9 5,858.0 5,490.3 4,809.8 3,440.4 2,506.3

Total Liabilities 4,844.5 4,560.0 4,296.1 3,733.7 2,597.2 1,898.7

Total Equities 1,457.4 1,298.0 1,194.2 1,076.01 843.2 607.6

STATEMENTS OF PROFIT OR LOSS

(in billion Rupiah)

Description

Period of nine months

ended September 30 Year ended December 31

2016 2015 2015 2014 2013 2012 2011

Revenue 4,980.8 4,028.8 5,657.2 5,926.1 5,862.3 4,374.8 3,794.3

Gross Proit 854.6 666.8 884.3 867.0 896.9 905.2 809.2

Total Comprehensive Income of

Current Year/Period 176.9 114.3 140.8 158.2 258.4 233.1 144.2

DESCRIPTION ABOUT SUBSIDIARIES

On the issuance date hereof, the Company has Subsidiaries, either directly or indirectly, as follows:

Direct Investments in Subsidiaries

Trade 99.99 - 99.99 2008 2002

2. PT Andalan

Trading, Retailer 36.7 - 36.7 2004 2004

5. PT Semarang Diamond Citra

(18)

Indirect Investments in Subsidiaries

(19)

I. PUBLIC OFFERING

A total of 150,000,000 (one hundred and ifty million) ordinary shares with a nominal value of Rp100 (one hundred Rupiah) or 10% (ten percent) of the issued and fully paid-up capital in the Company after the Publoc Ofering, ofered to the Public with an Ofer Price of Rp1,750 (one thousand seven hundred and ifty Rupiah), which must be paid in full at the time of iling the Share Subscription Form (“FPPS”), The total number of Public Ofering is Rp262,500,000,000 (two hundred and sixty-two billion ive hundred million Rupiah).

PT INDUSTRI DAN PERDAGANGAN BINTRACO DHARMA Tbk

(”PT BINTRACO DHARMA Tbk”)

Main Business Activities:

Engage in Trade, Authorized Dealer, Services including Financing Services Related to Motor Vehicle through Subsidiaries and Management Consulting Services

Domiciled in North Jakarta, Indonesia

Head Oice:

Jalan Gaya Motor I No. 8 Sunter II, Jakarta 14330 Telepon: (+6221) 6511232

Fax: (+6221) 6512176

Operational Oice:

Sunburst CBD Lot II No. 3 BSD City, Kota Tangerang

Selatan 15321 Telepon: (+6221) 22356800

Fax: (+6221) 22356801

Dealer Network and Branch Oice:

22 dealer network in Central Java and DI Yogyakarta

37 inancing service oices in Jakarta, Central Java, DI Yogyakarta, West Java, East Java, Banten, Bali, North Sumatra, West Kalimantan and South Sulawesi website: www.bintracodharma.com

email: investor.relation@bintracodharma.com

MAIN RISKS FACED BY THE COMPANY ARE RISKS OF BUSINESS COMPETITION, WHICH CAN PROVIDE NEGATIVE IMPACTS ON BUSINESS ACTIVITIES, OPERATIONAl PERFORMANCE, FINANCIAL CONDITION AND BUSINESS PROSPECTS OF THE COMPANY. BUSINESS RISKS OF THE COMPANY ARE COMPLETELY LISTED IN CHAPTER VI HEREOF.

(20)

On the issuance date hereof, the capital structure and composition of the shareholders of the Company are as follows:

Capital Share

Consisting of Registered Ordinary Shares

With a Nominal Value of Rp100 (one hundred Rupiah) per share

Description Total Share Total Nominal Value of @Rp100

per share (Rp) %

Authorized Capital 5,400,000,000 540,000,000,000

PT Ahabe Niaga Selaras 1,215,000,000 121,500,000,000 90.00

PT Superior Coach 135,000,000 13,500,000,000 10.00

Total Issued and Fully Paid-Up Capital 1,350,000,000 135,000,000,000 100.00 Total Shares in Portfolio 4,050,000,000 405,000,000,000

In the framework of this Public Ofering, the New Shares ofered entirely consist of registered ordinary shares derived from the portfolio and will give the holders the same and equal rights in all respects with other Company’s issued and fully paid-up shares, including the right to the distribution of dividends, the right to vote at the GMS, the right to distribution of bonus shares and rights issue in accordance with the provisions of the Company Law.

With the sale of the entire Shares Ofered by the Company in this Public Ofering, the capital structure and composition of shareholders of the Company before and after the Public Ofering in a proforma basis are as follows:

Description

Before Public Ofering After Public Ofering

Total Share

share (Rp)

% Total Share

(Rp)

%

Public* - - - 150,000,000 15,000,000,000 10.00

Capital 1,350,000,000 135,000,000,000 100.00 1,500,000,000 150,000,000,000 100.00

Employee Stock Allocation or “ESA”

ESA program is a program granting an allotment of shares that are part of the Initial Public Ofering of the Company’s Share to the Company’s employees, including employees of the Company’s Subsidiaries to subscribe shares in the Public Ofering of a maximum of 10% (ten percent) of the number of Shares Ofered, or as many as 15,000,000 (ifteen million) shares. The implementation price for ESA Program is the same as the ofering Price upon the Initial Public Ofering of Shares. If there are remaining shares not subscribed by the Company’s employees, then the remaining shares will be ofered to the public.

(21)

The implementation of the ESA Program will follow the provisions contained in the Regulation No. IX.A.7.

Terms and Conditions of ESA Program

Participants that are eligible to participate in this ESA Program are employees with the following conditions:

a. Employees of the ESA program participants are all employees of the Company and the Subsidiaries of the Company with the status of permanent employees by job level of Supervisor, Manager, General Manager and or other equivalent positions.

b. Such employees mentioned above are not in the status of an administrative sanction upon the implementation of the ESA program.

c. Not intended for the Board of Directors and Board of Commissioners of the Company and the Subsidiaries of the Company.

The allocation of shares for the ESA program consists entirely of certain allocation shares with the lock-up period of 6 (six) months to one (1) year. The lock-lock-up period tenor will be arranged at the ESA Program policies approved by the Board of Directors.

Implementation of Shares Issuance

The program participants who wish to purchase the ofered shares with a certain allocation shall apply for ordering certain allocation shares as much as possible in accordance with the amount allocated in the name of the participants. The Company will issue a conirmation of the shares allocation to the participants certainly after obtaining an efective statement from OJK. On the Allotment Date, the participants will receive a conirmation of allotment of shares upon certain allotment shares ordered through the ESA Program.

The ESA Program shall be held in the same time with the implementation schedule of the Initial Public Ofering of the Company.

The ESA Program Costs are costs of participants who obtained loan facilities of the Company and the Company is therefore not charged any cost in the implementation of the ESA Program, however, the Company shall bear the costs for the formation of the administration of the ESA Program.

With the sale of the entire Shares Ofered by the Company in this Public Ofering and the implementation of ESA, the capital structure and composition of shareholders of the Company before and after the Public Ofering and the implementation of ESA in a proforma basis are as follows:

Description

Before Public Ofering and the implementation of ESA

After Public Ofering and the implementation of ESA

Total Share

share (Rp)

% Total Share

share (Rp)

%

Public* - - - 135,000,000 13,500,000,000 10.00

Employees (ESA Program) - - - 15,000,000 1,500,000,000 1.00

Capital 1,350,000,000 135,000,000,000 100.00 1,500,000,000 150,000,000,000 100.00

(22)

PLANS FOR SALE OF SHARES BY SHAREHOLDERS THROUGH PRIVATE PLACEMENT

In addition to the Public Ofering as mentioned above, PT Superior Coach as the shareholder of the Company will also conduct a private placement on the shares it owns in the maximum amount of 135,000,000 (one hundred and thirty ive million) registered ordinary shares or by a maximum of 9% (nine percent) of issued and paid-up capital in the Company after the Public Ofering to the Ofering Price to certain parties inside and outside Indonesia. The parties who will be the share ofering target in the private placement by PT Superior Coach are major investors, pension funds, insurance, domestic and international long-term investors, hedge funds and wealth management. Until now, there is no investor who becomes the share ofering target in the private placement owned by PT Superior Coach.

The shares owned by PT Superior Coach ofered through a private placement are not included as

shares prohibited from being transferred (lock-up) according to Bapepam and LK Regulation No. IX.A.6

on Limitation of Shares Issued Prior to Public Ofering. Submission or closing of transaction of shares owned by PT Superior Coach will be made by the BEI via the Secondary Market on the Listing Date or other date after the Listing Date. Any costs issued in the private placement shall be fully responsibility of PT Superior Coach and shall not be any part of costs borne by the Company.

This share disengagement plan by PT Superior Coach is a private placement and not a public ofering of shareholders. PT Superior Coach will relinquish rights to shares held by the Company to certain investors (not an Indonesian citizen and made outside the territory of Indonesia), and will not be ofered in Indonesia or ofered to Indonesian citizens to more than 100 parties or sold to more than 50 parties. Thus, the share disengagement plan of Seller Stockholders is not a Public Ofering based on Capital Market Law.

The capital structure and composition of shareholders in a proforma basis before and after the private placement by PT Superior Coach are as follows:

Description

After Public Ofering and the Implementation of

ESA but before Private Placement After Public Ofering, the Implementation of ESA and Private Placement Total Shares _{@Rp100 per share (Rp)}Total Nominal Value of % Total Shares _{@Rp100 per share (Rp)}Total Nominal Value of %

PT Superior Coach 135,000,000 13,500,000,000 9.00 - -

-Public* 135,000,000 13,500,000,000 9.00 270,000,000 27,000,000,000 18.00

Employee (ESA Program) 15,000,000 1,500,000,000 1.00 15,000,000 1,500,000,000 1.00

Capital 1,500,000,000 150,000,000,000 100,00 1,500,000,000 150,000,000,000 100.00

COMPANY’S SHARES LISTING IN THE INDONESIA STOCK EXCHANGE

Along with the listing of 150,000,000 (one hundred and ifty million) registered ordinary shares which are new shares of the Company, which are all ofered in the Public Ofering or amounting to 10% (ten percent) of the issued and paid-up capital after the public ofering, the Company will also list all of the shares owned by the founding shareholders in the BEI. Thus the entire number of shares to be listed by the Company on the BEI is 1,500,000,000 (one billion ive hundred million) shares or amounting to 100% (one hundred percent) of the total issued and paid-up capital after the Public Ofering.

(23)

II. PLAN FOR USE OF PROCEEDS FROM THE PUBLIC

OFFERING

The proceeds from the Public Ofering, after being deducted by the costs for issuance of shares, will be fully used by the Company:

1. Approximately 33% will be used by the Company either directly or indirectly through NRM for capital expenditures related to the Company and/or Subsidiaries’ business development, among others, for the construction of new dealers and their facilities to expand its Toyota network within a period of 2017-2019.

The distribution of the proceeds from Initial Public Ofering to NRM, which is engaged in trade, authorized dealers, and repair of vehicles, shall be provided by the Company in the form of unsecured loans with a reasonable interest rate in force at the time the loans were given with the loan period of 3 (three) to 5 (ive) years..

2. Approximately 33% will be used by the Company within a period of 2017 - 2019 to make investments related to acquisition opportunities for expansion and development of business activities of the Company and the Subsidiaries including the acquisition of dealers, the acquisition of shares of the company which owns dealership facilities, and establish a new company in order to strengthen the network for the automotive business activities and provide beneits that support the Company’s business activities. Until the issuance hereof, there has been no acquisition target of dealers, shares acquisition on the company having dealer facilities and to establish a new company.

3. The rest will be used by the Company, either directly or indirectly through NRM and/or AFI for working capital, among others, the operational costs such as the purchase of cars and spare parts inventory, consumer inancing working capital and other costs.

The distribution of the proceeds from Initial Public Ofering to NRM, which is engaged in trade, authorized dealers, and repair of vehicles, and/or AFI, which is engaged in inancial services, shall

be provided by the Company in the form of unsecured loans with a reasonable interest rate in force

when the loans are granted by the loan period of less than 1 (one) year.

The Company made disbursements in the form of loans to the Subsidiaries in order that the Company had funds in the future. After the loans granted by the Company are fully repaid by the Subsidiaries, the amount will be used by the Company for business development of the Company and/or its Subsidiaries, among others in the form of capital expenditure as for the construction of new dealers and their facilities or other additional new investment having strategic value and can support the Company’s business activities, as well as for working capital.

In the event of the amount of the proceeds from this Public Ofering is not suicient for capital expenditures, investments and working capital of the Company, the Company will use the proceeds of the loan facility of a third party, the funds raised from the capital market such as the issuance of bonds or private placement and/or funds from the Company’s internal.

(24)

In accordance with OJK Regulation No. 30/2015, the total estimated cost incurred by the Company is approximately 4.8165% of the value of the Initial Public Ofering that includes:

1. Management fee, underwriting fee and selling fee of 0.9500%, with the details: a. Management fee of 0.4500%

b. Underwriting fee of 0.1000% c. Selling fee of 0.4000%

2. Institutions and Professionals Supporting the Capital Market fee of 2.2260% consisting of service fees:

a. Public Accountant of 0.9228% b. Legal Consultant of 1.2042% c. Notary of 0.0686%

d. Securities Administration Bureau of 0.0305%

3. Listing fee in the BEI, KSEI registration fee, registration statement fee to the OJK, fee of Due Diligence Meeting and Public Expose, newspaper ads, prospectuses and forms printing, the implementation of public ofering and others of 1.6404%.

The Company will report actual use of fund from the Public Ofering to the OJK in accordance with the OJK Regulation No. 30/2015. The actual use of proceeds from the public ofering will be accounted for on a regular basis every year to our shareholders in the General Meeting of the Company. The report on the realization of the use of proceeds submitted to the OJK is made periodically every 6 (six) months with the reporting date of June 30 and December 31 and the irst shall be made at the nearest reporting date after the date of the Initial Share Public Ofering. The submission of the report shall be no later than the 15th of the following month.

In case of changes in the use of funds, the Company shall:

a. submit plans and reasons for the change in the use of funds from the Public Ofering along with the notiication of GMS agenda to the OJK; and

b. obtain prior approval of the GMS in advance.

(25)

III. STATEMENT OF LIABILITIES

Based on the Consolidated Financial Statements as of September 30, 2016 which has been audited by

the Kantor Akuntan Publik Amir Abadi Jusuf, Aryanto, Mawar & Rekan, member of the RSM network and

signed by Rudi Hartono Purba with an unqualiied opinion, liabilities of the Company and the Subsidiaries as of September 30, 2016 amounted to Rp4,844.5 billion with the following details:

(In billion Rupiah)

Description Total

SHORT-TERM LIABILITIES

Short-Term Loan 949.5

Trade Payables

Third Parties 176.7

Other Short-Term Financial Liabilities

Related Parties 10.1

Third Parties 178.7

Accrued Expense 67.5

Unearned Revenue 6.9

Taxes Payable 52.6

Long-Term Loan 1,518.6

Total Short-Term Liabilities 2,960.6

LONG-TERM LIABILITIES

Long-Term Loans 1,768.6

Post-Employment Beneits 115.3

Total Long-Term Liabilities 1,883.9

Total Liabilities 4,844.5

SHORT-TERM LIABILITIES

Short-Term Loans

Short-term loans of the Company and the Subsidiaries as of September 30, 2016 amounted to Rp949.5 billion, consist of:

(In billion Rupiah) Total

PT Bank CIMB Niaga Tbk 211.9

PT Bank Mandiri (Persero) Tbk 145.0

PT Bank Central Asia Tbk 144.8

PT Bank Resona Perdania 132.0

PT Bank Permata Tbk 133.7

PT Bank Danamon Tbk 46.6

PT Bank Negara Indonesia (Persero) Tbk 50.0

PT Bank Maybank Indonesia Tbk 85.5

(26)

PT Bank CIMB Niaga Tbk

1. PT New Ratna Motor (NRM)

In accordance with the Deed of Credit Agreement No. 3 dated November 14, 2000 from Bonaventura Idi Pangestu Suhendro SH, Notary in Semarang, last amended by Letter No. 008/416/SMG/RAH/16 dated September 28, 2016, NRM has a credit facilities from PT Bank CIMB Niaga Tbk (Niaga) as follows:

• Current Account Loan with a ceiling of Rp35,000,000,000 with maturity of up to November 3, 2017 and an interest rate of 11% per year - loating;

• Revolving Fixed Loan with a ceiling of Rp90,000,000,000 with maturity of up to November 3, 2017 and an interest rate of 11% per year - loating;

• Special Transaction Loan with a ceiling of Rp260,000,000,000 with maturity of up to November 3, 2017 and interest rate of 11% per year - loating;

• Special Transaction Loan - 2 with a ceiling of Rp260,000,000,000 with maturity of 84 months after the loan withdrawal (including grace period) and interest rate of 11% per year - loating; • Bank Guarantee with a ceiling of Rp25,000,000,000 with maturity of up to November 3, 2017.

The purpose of this loan is to inance working capital for NRM.

The collaterals for this loan facility are cross collateralized and cross default on the credit facility granted to the business group of NRM with the following details:

• Right to Build Certiicates No. 66, 68, 69, 78, 84, 86, 88, 90, 92 Karanganyar Village, Tugu

District, Semarang, Central Java Province covering an area of 81,847 m2_{registered in the}

name of SDC;

• Right to Build Certiicates No. 95 and 96 Ngesrep Village, Banyumanik District, Semarang,

Central Java Province covering an area of 2,832 m2_{registered in the name of NRM;}

• Right to Build Certiicate No. 120 Jajar Village, Laweyan District, Surakarta Municipality, Central

Java Province covering an area of 3,695 m2_{registered in the name of PT Bengawan Abadi}

Mandiri, a related party;

• Right to Build Certiicate No. 06201 located in Kavling Sunburst Blok CBD-II No. 3 BSD City,

South Tangerang City, Banten Province covering with a land area of 6,646 m2_{and a building}

area of 16,308.66 m2_{registered in the name of NRM;}

• Right to Build Certiicates No. 1020 and 1021 located in Jl. Gerilya Timur No. 56, Purwokerto registered in the name of Stephanus Harso Budhi, the Board of Director of NRM;

• Right to Build Certiicate No. 346, located in Jl. Puspowarno No. 21, Semarang registered in the name of NRM;

• Right to Build Certiicates No. 00653 and 00654 located in Jl. Lingkar Selatan Banguntapan, Bantul registered in the name of SBM, a related party;

• Fiduciary of Toyota brand vehicle supplies of various types bound by notary and registered to the Fiduciary Registry Oice;

• Fiduciary of receivables with a total value of iduciary of at least Rp250,000,000,000 bound by notary and registered to the Fiduciary Registry Oice.

Payments made by NRM for the period of 9 (nine) months ended September 30, 2016 amounted to Rp3,321,048,596,848.

Commercial loan balance as of September 30, 2016 amounted to Rp163,969,997,777.

2. PT Chandra Pratama Motor (CPM)

(27)

The purpose of this loan is to inance working capital for CPM.

The collaterals given on this facility are as follows:

• Right to Build Certiicates No. 66, 68, 69, 78, 84, 86, 88, 90 and 92 in Karanganyar Village,

Tugu District, Semarang, Central Java Province covering an area of 81,847 m2_{registered in the}

name of SDC, a subsidiary;

• Right to Build Certiicate No. 120 in Jajar Village, Laweyan District, Surakarta Municipality,

Central Java Province covering an area of 3,695 m2_{registered in the name of PT Bengawan}

Abadi Mandiri, a related party;

• Fiduciary of receivables with a total value of iduciary of at least Rp250,000,000,000 bound by notary and registered to the Fiduciary Registry Oice.

Payments made by CPM for the 9 (nine) months period ended September 30, 2016 amounted to Rp42,000,000,000.

Commercial loan balance as of September 30, 2016 amounted to Rp3,000,000,000.

3. PT Nasmoco Bahtera Motor (NBM)

In accordance with the Deed of Credit Agreement No. 34 dated November 15, 2013 from Hari Bagyo SH, Notary in Semarang, last amended by Letter No. 008/416/SMG/RAH/16 dated September 28, 2016, NBM has a ixed loan credit facility from PT Bank CIMB Niaga Tbk (Niaga) with a maximum loan of Rp15,000,000,000. This loan facility is due on November 3, 2017 with an interest rate of 11% per year - loating.

The purpose of this loan is to inance working capital for NBM.

The collaterals given on this facility are as follows:

• Right to Build Certiicates No. 66, 68, 69, 78, 84, 86, 88, 90 and 92 in Karanganyar Village,

Tugu District, Semarang, Central Java Province covering an area of 81,847 m2_{registered in the}

name of SDC, a subsidiary;

• Right to Build Certiicate No. 120 in Jajar Village, Laweyan District, Surakarta Municipality,

Central Java Province covering an area of 3,695 m2_{registered in the name of PT Bengawan}

Abadi Mandiri, a related party;

buku prospektus final bintraco bhs inggris lowress a4f21 2742 151

PT INDUSTRI DAN PERDAGANGAN BINTRACO DHARMA Tbk

TABLE OF CONTENTS

DEFINITIONS AND ABBREVIATIONS

COMPANY’S NAME ABBREVIATIONS

SUMMARY

I. PUBLIC OFFERING

PT INDUSTRI DAN PERDAGANGAN BINTRACO DHARMA Tbk

II. PLAN FOR USE OF PROCEEDS FROM THE PUBLIC

OFFERING

III. STATEMENT OF LIABILITIES