Professional Documents
Culture Documents
We, the undersigned below, as shareholders of PT. PRIMA HEALTHCARE SOLUTION, a limited
liability company incorporated under the laws of Republic of Indonesia and having its corporate seat
at the Municipality of South Jakarta ( hereinafter will be referred as “Company”) :
1. Mr. JONATHAN TAHIR, private person, Indonesian, holder of Resident Identity Card
with Resident Identity Number 09.5305.260287.7015 as holder and owner of 450.000
(four hundred and fifty thousand) shares of Company;
2. Mr. CHEN JIANWEN, private person, Singaporean, holder of Republic of Singapore’s
Passport number E3491504L, as holder and owner of 50.000 (fifty thousand) shares of
Company.
In pursuant to the provisions of Law Of the Republic Indonesia No.40 Year 2007 concerning Limited
Liability Company, article 91, which stipulated that the shareholders can also adopt binding
resolutions outside the Extraordinary General Meeting of the Shareholders, provided that all the
shareholders with the voting rights approve in written by signing the proposal concerned
I. To approve the changes of Company’s type from limited liability company of Foreign
Investment into limited liability company of Special Business Field;
II. To approve the changes of Article 3 of Company’s Article Of Association regarding the
purposes and objectives as well as business activities of Company, hence afterward will be
written as follows :
III. To approve the increased of the Authorized, Issued and Paid-up Capital of the Company:
- Authorized Capital of the Company, originally Rp.11.600.400.000 (eleven billion six hundred
million and four hundred thousand Rupiah) divided into 1,200,000 (one million and two
hundred thousand) shares, now increased to Rp.145,005,000,000 (one hundred and forty-five
billion five million Rupiah), divided into 15,000,000 (fifteen million) shares;
- Issued and fully paid Capital, originally amounting to Rp. 4,833,500,000 (four billion, eight
hundred and thirty-three million five hundred thousand Rupiah), divided into 500,000 (five
hundred thousand) shares, now increased to Rp.38,668,000,000 (thirty-eight billion six hundred
and sixty-eight million Rupiah), divided into 4,000,000 (four million) shares, which had been
offered to all shareholders of the Company, were all taken, subscribed and paid by:
- Mr. JONATHAN TAHIR aforementioned, 3,500,000 (three million five hundred thousand)
shares, with a total nominal value of Rp.33.834.500.000 (thirty-three billion, eight hundred
and thirty-four million five hundred thousand Rupiah);
- While the other shareholders in the Company, Mr. CHEN JIANWEN, did not take part of
the increased capital, and hereby explicitly declared to waive his right to take part of the
increased capital.
- Due to above aforementioned, change the Article 4 paragraph (1) and (2) of the Articles of
Association of the Company, so that henceforth written and read as follows:
---------------------------------- CAPITAL--------------------------------------------------------
---------------------------------- ARTICLE 4 -----------------------------------------------------
1. The authorized capital of the Company is Rp.145.005.000.000 (one hundred and
forty-five billion five million Rupiah), divided into 15,000,000 (fifteen million)
shares, each share having nominal value of Rp. 9.667 (nine thousand six hundred
sixty seven Rupiah).
2. The authorized capital has been subscribed and paid-up by amount of 4,000,000 (four
million) shares with a total nominal value of Rp.38.668.000.000 (thirty-eight billion
six hundred and sixty-eight million Rupiah), by the shareholders who have taken part
in shares and the nominal value of shares as well as the details mentioned at the end
before closure of the deed.
- Hence after the increased of subscribed and paid up capital aforementioned, the composition
of Company’s shareholder are as follows:
a. Mr. JONATHAN TAHIR aforementioned, 3.950.000 (three million nine hundred fifty
thousand) shares, with a total nominal value of Rp.38.184.650.000 (thirty-eight billion one
hundred and eighty-four million six hundred fifty thousand Rupiah);
b. Mr. CHEN JIANWEN aforementioned, 50.000 (fifty thousands) shares, with total nominal
amount at Rp.483.350.000 (four hundred eighty three million three hundred and fifty
thousand Rupiah)
- Making grand total of 4.000.000 (four millions) shares, with grand total nominal amount at
Rp.38.668.000.000 (thirty-eight billion six hundred and sixty-eight million Rupiah).
IV. To give approval to Mr. CHEN JIANWEN aforementioned, to grant all of his shares which is
50.000 (fifty thousand) shares of Company to Ms. JOCELIN SITORUS, private person,
Indonesian, holder of Resident Identity Card with Resident Identity Number
1271167007880001;
a. Mr. JONATHAN TAHIR aforementioned, 3.950.000 (three million nine hundred fifty
thousand) shares, with a total nominal value of Rp.38.184.650.000 (thirty-eight billion one
hundred and eighty-four million six hundred fifty thousand Rupiah);
b. Ms. JOCELIN SITORUS aforementioned, 50.000 (fifty thousands) shares, with total
nominal amount at Rp.483.350.000 (four hundred eighty three million three hundred and fifty
thousand Rupiah)
-Making grand total of 4.000.000 (four millions) shares, with grand total nominal amount at
Rp.38.668.000.000 (thirty-eight billion six hundred and sixty-eight million Rupiah).
V. To approve the changes of Article 10 Paragraph (1) and (5) of Company’s Article of
Association regarding quorum, voting rights and Resolution of The General Shareholders
Meeting, so that henceforth Article 10 Paragraph (1) and (5) written and read as follows:
VI. To approve the amendment and re-composition of all the Company’s article of association due
to the changes of Company’s type aforementioned.
Further in regards with the aforementioned matters, give power and authority to the Board of
Directors of Company and/or either jointly or respectively with substitution rights, to restate the
contain of this resolutions in notarial deed before the Notary and/or the other authorized officers, for
which purposes shall be entitled to appear whenever required, to request or provide information,
prepare or request to be prepared and sign the deed and all required letter and other documents and
perform whatsoever required and in good manners to accomplish all of the above mentioned.
Thus, this Circular Resolution is made and signed by the Shareholders of Company and is effective on
the date of last signature