Due Diligence Check List

[] (the Company)
As per []
We request the following information and copies of the following documents and
information be made available for our inspection.
Please be advised that as this is a comprehensive list, we understand that there
may be some requests for which the Company or shareholders thereof have no
relevant or responsive documents. If the Company or shareholders do not have any
document or information relating to or which is responsive to a request herein, then
please indicate N.A. (signifying not applicable) in your written response to the
relevant request herein:

NO
A

DOCUMENTS
STATUS
Corporate Documents and Records

A.1

Articles of Association (AOA) of the Company, including

Deed of Establishment, and any amendments thereto.

A.2

History and details of all issuance of shares of the

Company (including specification of the type and number
of shares issued).

A.3

Share transfer documents or deed, any shareholders or

voting agreements, and all of resolutions of the General
Meeting of Shareholders of the Company (GMOS)
authorizing or relating to any transfer of shares in the
Company.

A.4

Decree of the Minister of Law and Human Rights

(MOLHR) regarding the legalization of the Companys
legal entity.

A.5

Any decree of the MOLHR regarding approval on any

amendment to the Companys AOA(s).

A.6

Any evidence of notification acceptance by the MOLHR of

any amendment to the Companys AOA(s) and change to
the Companys shareholders, members of Direksi and
Komisaris.

A.7

All documents relating to any capital increase and capital

reduction to the Companys capitalization.

A.8

The Shareholders Registry and Special Register of the

Company.

NO

DOCUMENTS

A.9

The shares certificate in the Company.

STATUS

A.10

Agreements between the Company and any of its

shareholders, and agreements among such shareholders,
defining or limiting the rights of shareholders or granting
any option or any right with respect to management or
any capital stock of the Company.

A.11

Documents concerning any security interest or pledge or

similar interest of any third party on capital stock of the
Company or any guarantees of capital stock of the
Company.

A.12

A list of the current members of :

a. Dewan Komisaris of the Company (Komisaris);
and
b. Direksi of the Company (Direksi),
including copy of their respective passport or residential
identity card, as the case may be.

A.13

All resolutions of the GMOS, Direksi, or Komisaris of the

Company relating to the appointment, dismissal, or
suspension any of the current members of the Komisaris
and Direksi.

A.14

All other minutes of meetings and resolutions passed by

the GMOS, Direksi, and Komisaris of the Company.

A.15

Certificate
(TDP").

A.16

Certificate
of
Domicile/Surat
Keterangan
Domisili
Perusahaan ("SKDP) in respect of each office maintained
by the Company.

A.17

List of branches or representative offices of the Company,

if any.

A.18

Organization structure of shareholding of the Company

together with its holding and/or Subsidiaries.

A.19

Organization structure of the Company and list of key staf

and employees.

A.20

All contract, agreements, understanding or arrangements,

whether written or oral, between:
a. the Company; and

of

Registration/Tanda

Daftar

Perusahaan

NO

DOCUMENTS
b. any (i) shareholder, (ii) member of Direksi or (iii)
member of Komisaris.

Titles and Permits

B.1

Land titles (including any land use rights and right of way
of any type), or any other permits for the use of land.
Please provide a list and copies of documents evidencing
such titles.

B.2

Any authorization, permit, license, consent, letter, notice,

statement, ruling or decree issued by the local, regional or
central government or legislative bodies in Indonesia
which are required for or related to the operation of the
Companys business (collectively shall be referred to as
Permits),
including
but
not
limited
to
any
correspondences, notice and report required under such
Permits, as well as any warning, summoning or notice of
violation in connection therewith.

B.3

Any licenses, certificates, consent, letter or ruling issued

by any association or organization in which the Company
became member, which licenses, certificates, consent,
letter or ruling are required or related to the operation or
business of the Company or any of its employee or staf.

B.4

Trade Business Permit/Surat Izin Usaha Perdagangan

(SIUP").

B.5

Nuisance Permit ("HO") for each branch, office or other

facility maintained by the Company that is required to
possess one.

B.6

Business Premise Permit/Surat Izin Tempat Usaha (SITU)

for each branch, office or other facility maintained by the
Company that is required to possess one.

B.7

Zoning Permit/Ijin Lokasi for each branch, office or other

facility maintained by the Company which is required to
possess one.

C
C.1

Environmental Matters
Copies of all permits relating to environmental matters
(Such as the AMDAL, which is comprised of the ANDAL,
RKL, and RPL) and of any statements or reports given by
the Company to any central, regional, or local
governmental
department
or
agency
having
environmental regulatory authority in Indonesia, including
but not limited to the complete AMDAL study itself.

STATUS

NO

DOCUMENTS

C.2

All Notices, complaints, suits or similar documents sent to,

received by or served upon the Company by any central,
regional, or local governmental department or agency
having environmental regulatory authority, including but
not limited to any reviews of its AMDAL or investigations
for non compliance with its obligations under relevant
environmental regulations.

C.3

Details of all hazardous substance handled on any of the

present or former properties of the Company.

C.4

Details of all disposals of waste, effluent and emissions.

Financial Documents

D.1

All audited accounts and management accounts (if any) of

the Company and all audited or unaudited financial
statements of the Company for the last 3 years.

D.2

a. Schedule(s) of any and all indebtedness and loans

owed by the Company or any of its subsidiaries and
details of any borrowings or other amounts currently
outstanding to their creditors, whether or not financial
institution, and detail of any actual or proposed
discharge of such indebtedness; and
b. Details of any unsettled claims (Which have matured)
by such creditors against the Company.

D.3

Details of all loans made to or by the Company, including

all loans and indebtedness to directors, officers,
employees or shareholders of the Company (or any
relatives thereof within the third degree of kinship) or in
respect of any subsidiary or affiliated. Please provide any
agreement(s) evidencing such loans and indebtedness.

D.4

All outstanding mortgages, fiducia security, pledge, charge

(whether registered or not) and other security
arrangements and documents to which the Company is
bound. Please provide any document(s) evidencing such
mortgage, fiducia security, pledge, charge and any other
security.

D.5

Details and copies of all guarantees and indemnities and

other contingent obligations (i) given by the Company in
relation to the obligations of any other person and (ii)
given by any other person in respect of the obligation of
the Company.

STATUS

NO

DOCUMENTS

D.6

All hire purchase or installment purchase agreements,

finance lease, letter of credit, performance and other
bonds and similar documents involving or relating to the
Company.

D.7

Details of all factoring, of balance sheet or other unusual

financing
arrangements
and
copies
of
related
documentation.

D.8

Details of all material contingent liabilities and

commitments not recorded in the books of the Company.

D.9

Details of all contracts or commitments for capital or

development expenditure or other expenditure not in the
ordinary course of business.

D.10 Name and branch address of all banks at which the

Company or any subsidiary of the Company has a bank
account and copies of all existing bank mandates.

Asset and Property

E.1

a. All documents or evidence of ownership of the

Companys fixed or movable asset.
b. If such property is merely occupied or used, but not
owned, by the Company, details of the ownership
thereof and the terms upon which the property is
occupied or used by the Company. Please provide any
agreement or arrangement related thereto.

E.2

Details of all leasehold property occupied by the Company,

including address approximate area, term, rent, rent
review provisions, use, title number, copies of lease and
details of any services or management charges paid by
the Company. Please provide any agreement or
arrangement related thereto.

E.3

Details and copies of all material easements and other

rights necessary for the proper use and enjoyment of the
properties.

E.4

Correspondence regarding any alleged defaults or

breaches by any party under any of the leases or use
agreements.

E.5

Details any dispute with landlord, neighbors, local

authorities or other concerning any property or its use.

STATUS

NO
F

DOCUMENTS
Employment Matters

F.1

Organization charts for the employees of the Company.

F.2

Employment(s) agreement between the Company and its

employees.

F.3

All employment and golden parachute agreements,

consultancy agreements, and all agreements with present
or former employees in respect of confidentiality, noncompetition or indemnities.

F.4

Copies of any share option, share incentive, profit sharing,

phantom scheme or similar arrangements for employees.

F.5

Company Regulation or Collective Employment Agreement

and its evidence of registration to the Manpower and
Transmigration Ministry.

F.6

Manpower Report Obligation/Wajib Lapor Tenaga Kerja

(WLTK) and details of Employee.

F.7

Validity of Foreign Worker Utilization Plant/Rencana

Penggunaan Tenaga Kerja Asing (RPTKA) issued by the
Head of Manpower and Transmigration Official (If the
Company employs foreign manpower).
Passport, Limited Stay Permit/Kartu Izin Tinggal Terbatas
(KITTAS), or Permanent Stay Permit/Kartu izin Tinggal
Tetap (KITTAP) of the foreign manpower (if any) issued
by the Immigration Directorate (If the Company employs
foreign manpower).

F.8

F.9

Permit to Employ Foreign Manpower/Izin Mempekerjakan

Tenaga Kerja Asing (IMTA) (If the Company employs
foreign manpower).

F.10 Certificate of Manpower Social Guarantee/Jaminan Sosial

Tenaga Kerja (Jamsostek) and its payment evidence.
F.11 Details of the pension or life assurance schemes, if any,
operated by the Company or in which it participates,
including (i) a list of members and pensioners and latest
audited accounts of the pension scheme; (ii) Copies of the
pension scheme deed and rules and any booklets and/or
announcements to employees; (iii) details of the policies
or investment securing the schemes; (iv) details of any
pension liabilities; and (v) copies of latest investment
managers report.

STATUS

NO

DOCUMENTS

F.12 Details of all other benefits provided to employees of the

Company including cars, loan arrangements, housing,
permanent health, and medical insurance and relocation
arrangements.
F.13 All employment booklets, manual, reports to government
agencies or other literature issued by the Company
regarding occupational accidents, hazards or other health
and safety matters, term and conditions of the
employment generally furnished to employees, including
details of any grievance and disciplinary procedures,
normal working hours, guaranteed pay, maternity
arrangements, health and safety procedures and policy,
and sick pay.
F.14 All Information with respect to labor unions and collective
bargaining agreements in respect of the Company
employee representative, and minutes of meetings with
any such bodies.
F.15 Details of any industrial action or dispute since
incorporation/ formation of the Company, or in respect of
any of its subsidiaries.
F.16 Details of any redundancies or lay ofs in respect of former
employees of the Company during the last 3 years or
termination of the Company employees in anticipation of
this transaction, manpower levels and future manpower
projections and jobs protection arrangement.
F.17 Details of salary and wage review in respect of the
employees of the Company.

Taxation

G.1

Taxation documents which are :

a. Tax Registered Certificate/Surat Keterangan Terdaftar
(SKT).
b. Evidence of the Companys Tax-Payer Registration
Number/Nomor Pokok Wajib Pajak ("NPWP").
c. Evidence of the Companys Taxable Entrepreneur
Confirmation Number/Nomor Pengukuhan Pengusaha
Kena Pajak ("NPPKP").

G.2

Any writ, summon or warning related to taxation issued by

relevant tax authorities against the Company.

G.3

Any objection, tax proceeding or otherwise filed by or

continuing related to the Companys taxation matter.

STATUS

NO
H

DOCUMENTS
Contract

H.1

All contracts or agreements to which the Company is a

party or bound, or which is in respect of the Company
(whether or not the Company is a party to such contract or
agreement), including but not limited to any option
agreement,
shareholder
agreement,
joint
venture
agreement,
cooperation
agreement,
partnership
agreement, consortium agreement, license agreement,
distribution agreement, agency agreement, research and
development
agreement,
marketing
agreement,
consulting and management agreement, construction
agreement, services agreement, sales agreement,
technical assistance agreement, and/or credit, loan, or
financing agreements, and the like.

H.2

Copies of all material contracts to which the Company is a

party, and which :
a. contain long-term, unusual and/or onerous provisions;
b. contain exclusivity, non competition or confidentiality
provisions; or
c. could give grounds for terminations thereof or require
the consents of a third party in the event of any change
of ownership or control of the Company.

H.3

Details of breaches of any material contracts to which the

Company is bound, whether currently outstanding or in
the past.

H.4

Details of any outstanding quotations or tender for major

contract made to or submitted by the Company.

H.5

All agreements with central, regional, or local government

and any government agency thereof.

Intellectual Property

I.1

Schedule of all patents, trademarks, services marks, trade

names, copyrights, know-how and registered designs
owned by or licensed to or by or used by any of the
Company and all other material intellectual property of the
Company, and copies of all relevant registrations,
applications, consents, licenses and sub- licenses.

I.2

A list of authors, contributors, independent contractors

and employees involved in the development of the
Companys intellectual property, and copies of any related

STATUS

NO

DOCUMENTS

STATUS

employment, commissioning or development agreements

and material related records and correspondences.
I.3

Details of any opposition proceedings petitions or

challenge to any of the Companys intellectual property
rights.

I.4

Details of any infringement or alleged infringement of the

intellectual property rights of the Company, or any such
rights of others by the Company, and related
correspondence and documentations.

I.5

All assignment of intellectual property rights by or to the

Company.

I.6

All
technical
assistance
agreements,
agreements and similar agreements to
Company is bound or a party.

I.7

Details of all software and hardware used by the

Company, indicating the licensor/owner of any software
used and details of any royalties or continuing payments
required to be made for the use of any software.

know-how
which the

Legal Proceedings, Dispute, and Investigation

J.1

Details of all pending or threatened litigation, arbitration,

mediation, or other alternative dispute resolutions
proceedings,
or
governmental
investigations
and
administrative proceedings (whether civil or criminal, or
domestic or foreign in nature) in respect of the Company,
including parties, damages and remedies sought, nature of
action, details of any actual or potential breaches of
contract, failure to perform obligations or infringement of
rights by the Company.

J.2

All pleadings and other material documents relating to any

material litigation, arbitration, mediation, or other kind of
alternative dispute resolution proceedings and/or any
governmental investigations or administrative proceedings
in respect of the Company.

J.3

Schedule of all orders, writs, decrees, injunctions,

judgment or rulings (Including consent decree and
judgments)
by
the
court,
arbitration
panel
or
governmental agency afecting or in respect of the
Company.

J.4

All

correspondence

relating

to

any

threatened

NO

DOCUMENTS
governmental investigations or alleged violation of the law
or regulation in respect of the Company.

J.5

Details of any past or present monopoly or merger

investigations of the Company or group in which the
Company forms a part.

Insurance Policies

K.1

Details of all insurance policies taken out by or on behalf

of the Company, or in which they participated (e.g. group
policies) and copies of all contract, policies, premium
receipts and certificates of insurance.

K.2

Copies of any reports or correspondence regarding the

adequacy of any insurance coverage, reservation of rights
or denial of liability or coverage under such policies in
respect of the Company.

K.3

Details of the Companys claims records, rejections and

copies of related reports and correspondences (only to the
outstanding claims).

STATUS