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IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES


IMPORTANT: You must read the following before continuing. The following applies to the offering circular
following this page (the “Offering Circular”), and you are therefore advised to read this carefully before
reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you
agree to be bound by the following terms and conditions, including any modifications to them from time to time,
each time you receive any information from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES REFERRED TO IN THE
FOLLOWING OFFERING CIRCULAR HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THE SECURITIES
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES.
THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY
OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN
PARTICULAR, MAY NOT BE FORWARDED TO ANY PERSON IN THE UNITED STATES. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART
IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION
OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
CONFIRMATION OF YOUR REPRESENTATION: IN ORDER TO BE ELIGIBLE TO VIEW THE
OFFERING CIRCULAR, INVESTORS MUST COMPLY WITH THE FOLLOWING PROVISIONS. YOU
HAVE BEEN SENT THIS DOCUMENT AT YOUR REQUEST AND ON THE BASIS THAT YOU HAVE
CONFIRMED TO NOMURA SINGAPORE LIMITED (THE “SOLE GLOBAL COORDINATOR”) THAT
YOU (1) ARE OUTSIDE THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT (“REGULATION S”)) AND, TO THE EXTENT THAT YOU PURCHASE THE
SECURITIES DESCRIBED IN THE FOLLOWING OFFERING CIRCULAR, YOU WILL BE DOING SO IN
AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S) IN COMPLIANCE WITH
REGULATION S; AND (2) CONSENT TO DELIVERY OF THE FOLLOWING OFFERING CIRCULAR
AND ANY AMENDMENTS OR SUPPLEMENTS THERETO BY ELECTRONIC TRANSMISSION.
You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into
whose possession this Offering Circular may lawfully be delivered in accordance with the laws of the jurisdiction
in which you are located and you may not, nor are you authorized to, deliver this Offering Circular to any other
person.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or
solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the
offering be made by a licensed broker or dealer and the Sole Global Coordinator or any of their respective
affiliates is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Sole
Global Coordinator or such affiliate on behalf of PT Uni-Charm Indonesia Tbk (the “Company”) in such
jurisdiction.
The Offering Circular has been sent to you in electronic form. You are reminded that documents transmitted via
this medium may be altered or changed during the process of electronic transmission and consequently none of
the Company, the Sole Global Coordinator or any person who controls any of them or any of their respective
commissioners, directors, officers, employees, agents or affiliates accepts any liability or responsibility
whatsoever in respect of any discrepancies between the Offering Circular distributed to you in electronic format
and the hard copy version available to you on request from the Sole Global Coordinator.
The Sole Global Coordinator is acting exclusively for the Company and no one else in connection with the
offering described in the Offering Circular (the “Offering”). They will not regard any other person (whether or
not a recipient of this document) as their client in relation to the Offering and will not be responsible to anyone
other than the Company for providing the protections afforded to their clients nor for giving advice in relation to
the Offering or any transaction or arrangement referred to herein.
The following Offering Circular is not a prospectus for the purposes of the European Union’s Regulation ((EU)
2017/1129).
Notification under Section 309B(1)(c) of the Securities and Futures Act (“SFA”): The shares being offered by
this Offering Circular are prescribed capital markets products (as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018) and Excluded Investment Products (as defined in Monetary Authority of
Singapore (“MAS”) Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
NOT FOR DISTRIBUTION IN INDONESIA

PT UNI-CHARM INDONESIA TBK


(incorporated with limited liability in the Republic of Indonesia)

831,314,400 Offer Shares


Offer Price: Rp.1,500 per Share

This offering circular (“Offering Circular”) has been prepared by PT Uni-Charm Indonesia Tbk (the
“Company”) in connection with the offering of up to 831,314,400 newly-issued shares (the “Offer Shares”) of
the Company’s common shares of par value Rp.100 per share (such common shares, the “Shares”). The Offer
Shares are being offered (i) in connection with a public offer of Shares in the Republic of Indonesia (the
“Indonesian Offering”); and (ii) to eligible investors resident outside of the Republic of Indonesia (the
“International Offering” and together with the Indonesian Offering, the “Combined Offering”).
This Offering Circular is being made available with respect to the International Offering only. In connection with
the International Offering, Nomura Singapore Limited is acting as sole global coordinator (the “Sole Global
Coordinator”) and international selling agent (the “International Selling Agent”). The Sole Global Coordinator
is soliciting applications from eligible investors resident outside Indonesia on behalf of the Company and on
behalf of PT Sinarmas Sekuritas, as lead domestic underwriter (the “Lead Domestic Underwriter”). The
Indonesian Offering will be conducted by a group of underwriters (the “Underwriters”) in Indonesia,
represented by and including the Lead Domestic Underwriter.
We have applied to have the Company’s Shares (including the Offer Shares) listed on the Indonesia Stock
Exchange (“IDX”) upon completion of the Combined Offering. The Combined Offering is our initial public
offering, and no public market currently exists for our Shares. The Offer Price may not reflect the market price of
our Shares after the closing of the Combined Offering.
This Offering Circular may only be distributed outside Indonesia to persons who are neither citizens of Indonesia
(wherever located) nor residents of Indonesia.
Investing in the Offer Shares involves a high degree of risk. Before purchasing the Offer Shares, prospective
purchasers should carefully read “Risk Factors” beginning on page 16 of this Offering Circular.
Indonesian regulations permit the cancellation of the Combined Offering only in limited circumstances,
and you may be required to complete your acquisition of the Offer Shares if the Combined Offering is
required to proceed despite the occurrence of a material adverse change in conditions. See “Plan of
Distribution” and “Risk Factors—Risks Relating to an Investment in our Shares—You may be required to
complete your acquisition of the Offer Shares if the Indonesian Offering is required to proceed and complete
despite the occurrence of a material adverse change in international or national monetary, financial, political
or economic conditions or other force majeure events or any material adverse change in matters including our
business or financial condition.”
The Offer Shares have not been and will not be registered under the United States Securities Act of 1933,
as amended (the “Securities Act”), and may not be offered or sold within the United States except
pursuant to an exemption from or in a transaction not subject to, the registration requirements of the
Securities Act. The Offer Shares are being offered and sold outside the United States in accordance with
Regulation S under the Securities Act. The Offer Shares are not transferable except in accordance with
certain restrictions on transfer of such shares described under “Plan of Distribution” and “Transfer
Restrictions.”
The Sole Global Coordinator expects to deliver the Offer Shares to purchasers on or about December 19, 2019.
The Offer Shares will begin trading on the IDX on the listing date (the “Listing Date”, which is expected to be
on or about December 20, 2019.
Sole Global Coordinator and International Selling Agent
Nomura Singapore Limited

Lead Domestic Underwriter


PT Sinarmas Sekuritas

The date of this Offering Circular is December 3, 2019.


TABLE OF CONTENTS

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
SUMMARY OF THE OFFERING . . . . . . . . . . 7 REGULATORY OVERVIEW . . . . . . . . . . . . . 122
SUMMARY OF FINANCIAL MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . 127
INFORMATION AND OPERATING PRINCIPAL SHAREHOLDERS . . . . . . . . . . . 133
DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 RELATED-PARTY TRANSACTIONS . . . . . . 135
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . 16 DESCRIPTION OF OUR COMMON
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . 44 SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139
DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 INDONESIAN CAPITAL MARKETS . . . . . . 144
EXCHANGE RATES AND EXCHANGE TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 155
CONTROLS . . . . . . . . . . . . . . . . . . . . . . . . . 46 PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . 158
CAPITALIZATION AND TRANSFER RESTRICTIONS . . . . . . . . . . . . . 167
INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . 50 LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . 168
DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 INDEPENDENT ACCOUNTANTS . . . . . . . . 169
SELECTED FINANCIAL INFORMATION SUMMARY OF CERTAIN DIFFERENCES
AND OPERATING DATA . . . . . . . . . . . . . . 52 BETWEEN INDONESIAN FAS AND
MANAGEMENT’S DISCUSSION AND IFRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170
ANALYSIS OF FINANCIAL CONDITION INDEX TO CONSOLIDATED FINANCIAL
AND RESULTS OF OPERATIONS . . . . . . 57 STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . F-1
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . 83

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You should rely only on the information contained in this Offering Circular. We have not authorized anyone to
provide you with different information and if anyone provides you with different or inconsistent information, you
should not rely on it. Neither we, the International Selling Agent nor the Lead Domestic Underwriter are making
an offer of these securities in any jurisdiction where the offer is not permitted. Unless otherwise indicated, you
should not assume that the information contained in this Offering Circular is accurate as at any date other than
the date on the front of this Offering Circular.
No securities commissions or any regulatory authorities, including the United States Securities and Exchange
Commission and state securities regulators have approved of, disapproved of or recommended the Offer Shares,
nor have any of the foregoing authorities renewed, passed upon, determined or endorsed the merits of the
offering of the Offer Shares or the accuracy or adequacy of this Offering Circular. Any representation to the
contrary may be a criminal offense in certain jurisdictions. In addition, the Indonesian Financial Services
Authority or Otoritas Jasa Keuangan (“OJK”) does not declare its approval or disapproval of the Offer Shares,
nor does it declare the accuracy or adequacy of this Offering Circular. Any statement to the contrary is a
violation of Indonesian law. With effect from December 31, 2012, OJK replaced and assumed the function, duty
and authority of the Indonesian Capital Markets and Financial Supervisory Agency (Badan Pengawas Pasar
Modal dan Lembaga Keuangan) (“BAPEPAM-LK”). For the purposes of the Indonesian Offering, the formal
offering document is the Indonesian prospectus.
This Offering Circular is strictly confidential and has been prepared by us solely for use in connection with the
proposed offer of the Offer Shares to eligible investors outside of the Republic of Indonesia by way of the
International Offering. This Offering Circular is personal to each offeree and does not constitute an offer to any
other person or to the public generally to purchase, or otherwise acquire, the Offer Shares. Distribution of this
Offering Circular to any person other than the offeree and those persons, if any, retained to advise such offeree
with respect thereto is unauthorized and any disclosure of any of its contents, without our prior written consent, is
prohibited. Each prospective purchaser, by accepting delivery of this Offering Circular, agrees to the foregoing.
We have prepared this Offering Circular and are solely responsible for its contents. You are responsible for
making your own examination of us and your own assessment of the merits and risks of investing in the Offer
Shares. By purchasing the Offer Shares, you will be deemed to have made acknowledgements representations
and agreements forth under “Plan of Distribution” and “Transfer Restrictions.”
No representation or warranty, expressed or implied, is made by the International Selling Agent or the Lead
Domestic Underwriter, or their respective affiliates or representatives, as to the accuracy or completeness of the
information contained in this Offering Circular. Neither the delivery of this Offering Circular nor the offer of the
Offer Shares shall, under any circumstances, constitute a representation or create any implication that there has
been no change in our affairs since the date of this Offering Circular or that any information contained herein is
correct as at any date subsequent to the date hereof.
Neither we, the International Selling Agent, or the Lead Domestic Underwriter, nor any affiliate or representative
of ours, the International Selling Agent or the Lead Domestic Underwriter, is making any representation to any
purchaser of the Offer Shares regarding the legality of an investment by such purchaser under applicable laws. In
addition, you should not construe the contents of this Offering Circular as legal, business or tax advice. You
should be aware that you may be required to bear the financial risks of an investment in the Offer Shares for an
indefinite period of time. You should consult with your own advisors as to the legal, tax, business, financial and
related aspects of a purchase of the Offer Shares.
In making an investment decision, each prospective purchaser must rely on its own examination of us and the
terms of the Combined Offering, including the merits and risks involved. By receiving this Offering Circular,
each prospective purchaser acknowledges that (i) it has been afforded an opportunity to request from us and has
received all information considered necessary to verify the accuracy of, or to supplement, the information
contained in this Offering Circular, (ii) it has not relied on any of the International Selling Agent or the Lead
Domestic Underwriter or any person affiliated with the International Selling Agent or the Lead Domestic
Underwriter in connection with its investigation of the accuracy of any information in this Offering Circular or
its investment decision and (iii) no person has been authorized to give any information or to make any
representation concerning us or the Shares other than as contained in this Offering Circular and, if given or made,
any such other information or representation should not be relied upon as having been authorized by us, the
International Selling Agent or the Lead Domestic Underwriter or any affiliates of such persons.
This Offering Circular does not constitute an offer to sell, or an invitation by or on behalf of us or the
International Selling Agent or the Lead Domestic Underwriter or any affiliate or representative of any of ours or,
the International Selling Agent or the Lead Domestic Underwriter to purchase any of the Offer Shares, and may
not be used for the purpose of an offer to, or a solicitation by, anyone, in each case, in any jurisdiction or in any
circumstances in which such offer or solicitation is not authorized or is unlawful. There are restrictions on the

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distribution of this Offering Circular and the making of solicitations pursuant thereto in certain jurisdictions,
further details of which are set out under “Plan of Distribution.” Recipients of this Offering Circular are required
to inform themselves about and observe any applicable restrictions.
Each purchaser of the Offer Shares must comply with all applicable laws and regulations in force in each
jurisdiction in which it purchases, offers or sells such shares or possesses or distributes this Offering Circular and
must obtain any consent, approval or permission required by it for the purchase, offer or sale by it of such shares
under the laws and regulations in force in any jurisdictions to which it is subject or in which it makes such
purchases, offers or sales and none of us, the International Selling Agent or the Lead Domestic Underwriter or
any affiliates or representatives of the foregoing shall have any responsibility therefor.
The Offer Shares have not been, and will not be, registered under the Securities Act or any United States state
securities laws. Unless so registered, the Offer Shares may not be offered or sold or delivered within the United
States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act and applicable United States state securities laws. The Offer Shares are being offered or sold
outside the United States in reliance on Regulation S. Each purchaser of the Offer Shares in making its purchase
will be required to make or will be deemed to have made certain acknowledgements, representations and
agreements. For a description of these and certain further restrictions on offers, sales and transfers of our Shares,
see “Plan of Distribution” and “Transfer Restrictions.”

CONVENTIONS THAT APPLY TO THIS OFFERING CIRCULAR


In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to
“Indonesia” are references to the Republic of Indonesia. All references to the “Government” herein are
references to the Government of the Republic of Indonesia. All references to the “United States” or “U.S.” herein
are to the United States of America. All references to the “United Kingdom” herein are to the United Kingdom of
Great Britain and Northern Ireland. All references to “Rupiah” and “Rp.” herein are to the lawful currency of
Indonesia All references to “U.S. dollars” or “U.S.$” herein are to the lawful currency of the United States and
all references to “Japanese Yen” or “JPY” herein are herein are to the lawful currency of Japan.
For convenience, certain Rupiah amounts in this Offering Circular have been translated into U.S. dollar amounts.
Unless otherwise indicated, such translations have been made based on the middle exchange rate on June 28,
2019 (the last date in June where such data are available) of Rp.14,141 = U.S.$1.00, being the average of buying
and selling rates of exchange for Rupiah against U.S. dollars quoted by Bank Indonesia on that date. Such
translations should not be construed as representations that the Rupiah or U.S. dollar amounts referred to could
have been, or could be, converted into Rupiah or U.S. dollars, as the case may be, at that or any other rate or at
all. See “Exchange Rates and Exchange Controls” for further information regarding rates of exchange between
Rupiah and U.S. dollars.
In this Offering Circular, unless otherwise specified or the context otherwise requires:
• “we”, “us”, “our” and “Group” refer to PT Uni-Charm Indonesia Tbk and/or its subsidiary, as the context
requires;
• “Company” refers to PT Uni-Charm Indonesia Tbk;
• “Euromonitor Report” refers to a report compiled by Euromonitor International for PT Uni-Charm Indonesia
Tbk entitled “IPO Prospectus Research: Retail Disposable Hygiene Market in Indonesia” dated September
2019
• “JV Agreement” refers to the joint venture agreement between UC Japan and Purinusa dated May 6, 1997, as
amended by an amendment agreement to the joint venture agreement between UC Japan and Purinusa dated
September 2, 2019;
• “Principal Shareholders” refers to UC Japan and Purinusa;
• “Greater Jakarta” means Jakarta, Bogor, Depok, Tangerang and Bekasi;
• “Purinusa” refers to PT Purinusa Ekapersada;
• “Shares”, “common shares” and “our shares” refer to the common shares of par value Rp.100 per share in the
share capital of the Company;
• “UC Japan” means Unicharm Corporation;
• “UCNWI” means PT Unicharm Nonwoven Indonesia, our only consolidated subsidiary; and
• “Unicharm Group” means UC Japan and its consolidated subsidiaries.

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In this Offering Circular, certain information, including percentages and certain financial and operating data,
have been rounded for convenience. Accordingly, totals of columns or rows of numbers in tables may not be
equal to the apparent total of the individual items and actual numbers may differ from those contained herein due
to such rounding.

PRESENTATION OF FINANCIAL INFORMATION


In this Offering Circular, references to “2016”, “2017” and “2018” refer to the fiscal years ended December 31,
2016, 2017 and 2018, respectively. Our consolidated financial statements as at and for the three years ended
December 31, 2016, 2017 and 2018, and as at June 30, 2019 and for the six months ended June 30, 2018 and
2019, were audited by Kantor Akuntan Publik Tanudiredja, Wibisana, Rintis & Rekan, independent accountants
and a member of the PricewaterhouseCoopers network of firms (“KAP Tanudiredja, Wibisana, Rintis &
Rekan”), in accordance with generally accepted auditing standards established by the Indonesian Institute of
Certified Public Accountants (Institut Akuntan Publik Indonesia or “IAPI”), as stated in their audit report
appearing elsewhere in this Offering Circular. Our consolidated financial information as at September 30, 2019
and for the nine months ended September 30, 2018 and 2019, were reviewed by KAP Tanudiredja, Wibisana,
Rintis & Rekan, in accordance with SRE 2410 “Standard on Review Engagement” established by IAPI, as stated
in their review report appearing elsewhere in this Offering Circular.
By receiving this Offering Circular, prospective purchasers acknowledge that the consolidated financial
statements included in this Offering Circular have been prepared in accordance with Indonesian Financial
Accounting Standards (“Indonesian FAS”), which differ in certain respects from International Financial
Reporting Standards (“IFRS”), and are not comparable to the financial statements of a company prepared under
IFRS as issued by the International Accounting Standards Board. See “Summary of Certain Differences Between
Indonesian FAS and IFRS.”

NON-GAAP FINANCIAL MEASURES


See “Summary of Financial Information and Operating Data—Non-GAAP Measures and Other Financial Data”
and “Selected Financial Information and Operating Data—Non-GAAP Measures and Other Financial Data” for
a description of certain non-GAAP financial measures used in this Offering Circular such as EBITDA and
EBITDA Margin. EBITDA and EBITDA Margin presented in this Offering Circular are supplemental measures
of performance that are not required by, or presented in accordance with, Indonesian FAS or IFRS.
We calculate EBITDA by adding depreciation expense, finance costs to profit/loss before income tax for the year
or period and deducting finance income from profit/loss before income tax for the year or period. EBITDA is not
a standard measure under Indonesian FAS despite being a widely used financial indicator of a company’s ability
to service and incur debt. EBITDA should not be considered in isolation or construed as an alternative to cash
flows, profit/loss for the year/period or any other measure of performance or as an indicator of operating
performance, liquidity, profitability or cash flows generated by operating, investing or financing activities,
among other reasons, because it does not account for taxes, interest expense, depreciation or other non-operating
cash expense. In evaluating EBITDA, investors should consider, among other things, the components of
EBITDA such as revenues and operating expenses and the amount by which EBITDA exceeds capital
expenditures and other charges. EBITDA presented herein may not be comparable to similarly titled measures
presented by other companies. You should not compare EBITDA to similarly titled measures presented by other
companies because not all companies use the same definition. EBITDA and other non-GAAP financial measures
derived from it have limitations as analytical tools, and you should not consider them in isolation from, or as a
substitute for, your own analysis of our financial condition or results of operations, as reported under Indonesian
FAS.
Non-GAAP financial measures are not standardized terms. Because of these limitations, EBITDA and EBITDA
Margin should not be considered as measures of discretionary cash available to us to invest in the growth of our
businesses. See “Summary of Financial Information and Operating Data—Non-GAAP Financial Data” and
“Selected Financial Information and Operating Data—Non-GAAP Financial Data” for a reconciliation of profit/
loss before income tax for the year or period under Indonesian FAS to our definition of EBITDA.

INDUSTRY AND MARKET DATA


This Offering Circular includes market share, industry data and forecasts that we have obtained from industry
publications and surveys and internal company reports and surveys, as well as from industry data we
commissioned from Euromonitor International Limited (“Euromonitor”). The information that appears in the
section headed “Industry Overview” in this Offering Circular has been prepared by Euromonitor International
Limited. The information in the Euromonitor Report reflects estimates of market conditions based on publicly

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available sources and trade opinion surveys, and has been prepared primarily as a market research tool.
References to Euromonitor International Limited should not be considered as opinions of Euromonitor
International Limited as to the value of any security or the advisability of investing in the Company. Industry
publications and surveys and forecasts generally state that the information contained therein has been obtained
from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included
information. While we have taken reasonable actions to ensure that the information is extracted accurately and
used in its proper context, none of us, the International Selling Agent or the Lead Domestic Underwriter have
independently verified any of the data from third party sources or ascertained the underlying economic
assumptions they relied upon.

FORWARD-LOOKING STATEMENTS
Certain statements in this Offering Circular constitute “forward-looking statements”, which are, by their nature,
subject to significant risks and uncertainties. Such statements include statements regarding our expectations and
projections for future operating performance and business prospects. The words “believe”, “expect”, “anticipate”,
“estimate”, “project”, “will”, “aim”, “will likely result”, “will continue”, “intend”, “plan”, “contemplate”, “seek
to”, “future”, “objective”, “goal”, “should”, “will pursue” and similar expressions or variations of these
expressions identify forward-looking statements. In addition, all statements other than statements of historical
fact included in this Offering Circular, including without limitation, those regarding our financial position and
results, business strategies, plans and objectives of management for future operations (including development
plans and objectives relating to our products), are forward-looking statements. The future events referred to in
these forward-looking statements involve known and unknown risks, uncertainties and other factors, some of
which are beyond our control, which may cause the actual results, performance or achievements, or industry
results to be materially different from any future results, performance or achievements expressed or implied by
the forward-looking statements. These forward-looking statements are based on numerous assumptions regarding
our present and future business strategies and the environment in which we will operate in the future and are not
a guarantee of future performance. Important factors that could cause the actual results, performance or
achievements to differ materially from those in the forward-looking statements include, among others, the
following:
• our ability to be and remain competitive;
• the anticipated demand and selling prices for our products;
• the cost of capital expenditures and investments;
• the condition of and changes in the Indonesian, Asian or global economies and the social and political situation
in Indonesia;
• our ability to execute our strategy;
• our plans, targets, objectives or goals, including those related to our products and operations, such as product
development or capacity expansion plans, as well as the objectives of management for future operations;
• the growth of our business;
• our ability in developing new, and maintaining existing relationships with, distributors, logistic providers,
wholesalers and retailers for our products;
• cost of raw materials;
• fluctuations in our operating costs, in particular those beyond our control;
• if required, our ability to raise additional financing to pursue growth opportunities;
• labor unrest, work stoppages or similar situations;
• our ability to recruit, train and retain qualified personnel;
• our relationship with our principal shareholders;
• our ability to manage our inventory;
• changes in interest rates and the value of the Rupiah against the U.S. dollar, Japanese Yen and other currencies;
• the outcome of legal and regulatory proceedings in which we may be involved;
• the changes in laws, regulation, taxation, accounting standards or practices or policies of the Indonesian
government or in jurisdictions where we conduct business;
• other factors which may or may not be within our control;

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• other risk factors described herein; and
• our success at managing such risks.
This list of important factors is not exhaustive. Additional factors that could cause our actual results, performance
or achievements to differ materially include, but are not limited to, those discussed under “Risk Factors.” When
relying on forward-looking statements, prospective purchasers should carefully consider the foregoing factors
and other uncertainties and events, especially in light of the political, economic, social and legal environment in
which we operate. Such forward-looking statements speak only as at the date on which they are made and we do
not undertake any obligation to update or revise any of them, whether as a result of new information, future
events or otherwise. We do not make any representation, warranty or prediction that the results anticipated by
such forward-looking statements will be achieved, and such forward-looking statements represent, in each case,
only one of many possible scenarios and should not be viewed as the most likely or standard scenario.
Accordingly, prospective purchasers should not place undue reliance on any forward-looking statements.

ENFORCEABILITY OF CIVIL LIABILITIES


We are a limited liability company incorporated under the laws of the Republic of Indonesia. Substantially all of
our commissioners, directors and executive officers reside in Indonesia. Substantially all of our assets and a
substantial part of the assets of our Indonesian-citizen/ resident commissioners, directors and executive officers
are located in Indonesia. As a result, it may be difficult for purchasers to effect service of process upon such
persons, or to enforce against us or any of them any court judgments obtained in courts outside of Indonesia.
We have been advised by our Indonesian legal counsel, Hiswara Bunjamin & Tandjung, that judgments of
non-Indonesian courts are not enforceable in Indonesian courts. Accordingly, it may not be possible to enforce
judgments obtained in non-Indonesian courts against us, including any judgments on original actions brought in
Indonesian courts based solely upon the civil liability provisions of the laws of other jurisdictions. To obtain a
judgment from an Indonesian court, a claimant would be required to pursue his claim in an Indonesian court on
the basis of Indonesian law. A judgment from a foreign court could be offered and accepted into evidence in a
proceeding on the underlying claim in an Indonesian court and may be given such evidentiary weight as the
Indonesian court may deem appropriate at its sole discretion. A re-examination of the underlying claim de novo
will be required before the Indonesian courts. There can be no assurance that the claims or remedies available
under Indonesian laws will be the same or as extensive as those available in other jurisdictions.

NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SECURITIES AND FUTURES ACT


(THE “SFA”)
The Offer Shares are prescribed capital markets products (as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018) and Excluded Investment Products (as defined in Monetary Authority of
Singapore (“MAS”) Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).

vi
SUMMARY
This summary highlights information contained elsewhere in this Offering Circular. This summary does not
contain all the information that may be important to prospective purchasers in deciding to invest in the Offer
Shares. Prospective purchasers should read the entire Offering Circular, including the section entitled “Risk
Factors” and the consolidated financial statements and related notes included in this Offering Circular before
making an investment decision.

Overview
We are the leading producer of baby care products, feminine care products and healthcare adult incontinence
products in Indonesia. According to Euromonitor, we are the market leader in Indonesia across our three main
product categories, with a market share of approximately 49.8% in baby care products, 42.1% in feminine care
products and 46.3% in healthcare adult incontinence products, in each case, based on retail market value in 2018.
We are a subsidiary of UC Japan, with UC Japan owning a 74.0% equity interest and Purinusa owning a 26.0%
equity interest, prior to the Combined Offering. We are part of the Unicharm Group, a leading producer of
hygienic baby care, feminine care and healthcare adult incontinence products, as well as pet care, cosmetics and
household products.
We utilize advanced proprietary absorbent material and non-woven fabric technologies licensed from UC Japan,
which we believe, is the basis for our success in our key product categories. We manufacture hygienic disposable
products and sell them under UC Japan’s brands, including the “MamyPoko” line of baby diapers, the “Charm”
line of sanitary napkins and the “Lifree” line of healthcare adult incontinence products. We believe our products
and brands benefit from a favorable perception from consumers of safety and quality associated with our use of
Japanese technology, brand reputation and business ethos that is centered on product quality.

Our Key Strengths


Market leader in multiple segments of Indonesia’s hygienic disposable products sector, well-positioned to
benefit from favorable demographics, macro and consumer growth trends
We are the market leader in Indonesia across our three main product categories. According to Euromonitor, our
brands are market leaders in each of the baby care, feminine care and healthcare adult incontinence product
segments, with market shares of approximately 49.8%, 42.1% and 46.3% in each category, respectively, in each
case, based on retail market value in 2018.
According to Euromonitor, the baby care product market, the feminine care product market and the healthcare
product market are expected to grow at a Compound Annual Growth Rate (“CAGR”) of 10.8%, 9.4% and 15.7%
between 2018 to 2023. According to Euromonitor, our market growth is underpinned by a combination of
supportive macro-economic factors, including GDP growth, population growth, urbanization and rising
disposable income and the evolution of consumption patterns, with rising appreciation for the convenience and
hygiene benefits of disposable personal hygiene products. Urbanization and the change in lifestyles that are
typically driven by an increasingly urban society are key drivers to the growth of our baby care and feminine care
products, in particular.
Indonesia has the fourth largest population in the world with a population of approximately 265.0 million in
2018. According to Euromonitor, our baby care products cater to 24.2 million babies and young children aged
0-4 years and our feminine care products cater to 85.5 million females aged 12-54 years in 2018. The population
aged 65 years and older is expected to reach 24.4 million by 2030, according to Euromonitor, providing a
significant growth catalyst for our healthcare adult incontinence line of products. We see significant growth
potential from increasing usage by Indonesian consumers for our disposable products to replace traditional
solutions such as cloth diapers. For example, the average diaper or nappy consumption per child (aged 0-4 years)
in 2018 was less than one piece per day in Indonesia according to Euromonitor.
As the market leader in our industry, we are ideally positioned to benefit from the rising affluence of Indonesian
consumers, evolving lifestyles and appreciation for convenience from single-use hygiene products, all of which
are driving the increase in usage of our disposable hygiene products.

High-quality “Japanese technology stamped” personal care products, from basic to premium, offering
Indonesian consumers comfort and convenience in all stages of life, from babies to the elderly
Our products and brands benefit from a positive perception of safety and quality from consumers associated with
our use of Japanese technology, brand reputation and business ethos that is centered on product quality. As

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consumer affluence rises, we have observed an increasing demand for premium products particularly in the
largest urban areas in Indonesia. We believe our brands are well positioned to benefit from this trend as we
benefit from the use of high quality Japanese technology and know-how perception, which differentiates us from
some of our competitors. As such, we have re-designed the packaging for certain of our products to highlight the
superior “Japanese” quality of our products.
We also offer Indonesian consumers a wide variety of products, spanning a broad range of product types and
pricing levels to satisfy the purchasing power and needs of our customers at various stages of life. Our full range
of products allows us to reach customers of all segments in our markets, ranging from economy, middle to
premium price segments and from various stages of life, from infancy to advanced age. With such a broad range
of options available, consumers have the flexibility to choose among our various product offerings in the same
brands or categories according to their needs, preferences and budget. We believe our products are priced
competitively in each of the segments that we operate, from economy, middle range to premium.
For our baby care products, which are manufactured under the “MamyPoko” brand, we provide a range of basic
to premium quality baby diapers for use by premature or newborn babies to older infants (typically up to 3 years
old), aimed at differing price segments. We classify our diapers from economy to premium based on factors such
as absorption, leakage avoidance, rewet capacity, softness and fit. Our economy diapers meet the basic
absorption and fit requirements but have no extra features, whereas our middle and premium diaper products
offer better stretch, softness and absorption. For example, our “Mamypoko Open”, “Mamypoko Pants Premium”
and “MamyPoko Pants Airfit” products are aimed at the premium price segment, our “Mamypoko Pants Extra
Dry” products are aimed at the middle price segment, while our “Mamypoko Open Standar” and “Mamypoko
Pants Standar” products are aimed at the economy price segment.
Our feminine care products, manufactured under the “Charm” brand are also available in various product ranges
to target consumers in different price segments. We offer a variety of napkins for varied use, with different
thickness levels, material, softness and length, as well as with fragrance. For example, our “Charm Night”,
“Charm Slim” and “Charm Fragrance” products are aimed at the premium price segment while our “Charm
Maxi” products are aimed at the economy price segment.
Our healthcare products, consisting of adult incontinence products manufactured under the “Lifree” brand offers
a variety of products ranging from pants-type diapers to tape-type diapers, enabling consumers to select and
combine the products that are most suitable for their needs. See “Business—Operations.”

Extensive nationwide third-party distribution network supplying traditional and modern retailers, backed by
efficient inventory systems
We have established an extensive nationwide distribution network, consisting of 108 independent, third party
distributors who own an aggregate of 342 distribution centers, covering all five Indonesian major islands,
98 cities and 494 regencies across Indonesia, as at June 30, 2019. Our distribution network provides us with
access to more than 380,000 direct and indirect sales outlets across both general and modern trade channels
nationwide as at June 30, 2019.
Retail sales conducted over the internet have grown rapidly in recent years. Our sales conducted over the internet
represented 1.7% and 2.0% of our domestic sales in 2018 and for the six months ended June 30, 2019. We have
developed partnerships with leading online retailers such as Lazada, Shopee and Sociolla.
In addition, our distributors provide us with insight on market developments, trends and their respective local
markets. We believe our ability to build and maintain such an extensive distribution network constitutes a
significant entry barrier for potential new entrants to our markets.
Our sales team communicates regularly with our distributors to collect feedback and exchange ideas regarding
market trends as well as to introduce our new product launches. This close collaboration enables us to tailor both
our approach and response to market trends and our distributors’ needs, as well as assisting our distributors in
increasing the sales of our products. See “Business—Distribution, Marketing and Sales—Distributors.”
We use modern technology to drive efficiencies in our inventory control throughout our distribution network by
utilizing our GSS system, a proprietary system which we license from UC Japan for our IT platform. The GSS
system provides full financial reporting and integration capabilities across all of our operations and is also
integrated with the IT platform used by our third party logistics providers and distributors, which allows us to
access information regarding inventory levels, both at our warehouses as well as at our distributors’ and retailers’
facilities. This information management system allows us to improve operational efficiencies by maintaining

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close control over inventory levels and to ensure our distributors and retailers always have adequate supply of
our products available for sale. See “Business—Information Technology and Data.”

Significant operational and competitive benefits from our relationship with the Unicharm Group
As part of the Unicharm Group, we derive substantial competitive benefits from the Unicharm Group’s scale,
resources and know-how. We have access to UC Japan’s extensive product development and manufacturing
technologies. We are licensed by the Unicharm Group to market our products under UC Japan’s widely-
recognized brands, such as the “MamyPoko”, “Charm” and “Lifree” brands. In addition, we have access to and
benefit from UC Japan’s “marketing know-how” and marketing best practices. This includes, among others, UC
Japan’s marketing handbook and brand book, certain of UC Japan’s global marketing material and UC Japan’s
website design.
As innovation is one of the Unicharm Group’s fundamental values, our innovation initiatives for both products
and production processes enjoy significant support from UC Japan. By leveraging on over 60 years of experience
of UC Japan in the hygiene product segment, our relationship with UC Japan provides us with access to
information on global innovations, state-of-the-art production technology, production and other process
efficiencies, as well as operational and commercial best practices.
Through our license agreement, we have access to proprietary knowledge under UC Japan’s “manufacturing
know-how” for the manufacture of our products. This includes, among others, access to certain of UC Japan’s
patents, product designs and specifications, factory layouts, standard operating procedures (which also cover
quality and quality control standards) as well as Unicharm Total Management Strategic System guidelines. These
in turn provide us with the capability to improve the quality and functionality of our products for consumers at
various price points. Such proprietary production technology and knowledge allow us to manage high levels of
product complexity and enable us to offer hundreds of SKUs across our main product categories and develop
products of different sizes, thickness, concepts and absorbency levels. UC Japan is also available to support us
with any necessary assistance and training in the use of such manufacturing and marketing know-how. See
“Business—Intellectual Property.”
We possess modern, predominantly Japan-made production machinery, which were purchased from UC Japan
based on procurement plans implemented by UC Japan. Our product development, research and innovation team
also works closely with UC Japan in coordinating our product development strategy and to ensure rapid
development and launch of innovations and product upgrades.
Our relationship with UC Japan also allows us to benefit from UC Japan’s bargaining position in purchasing
certain key materials at competitive prices. UC Japan assists us in price negotiations with our suppliers with the
aim of enjoying greater economies of scale through broader group bulk purchasing.

Synergistic platform leveraging our sophisticated production and marketing know-how with our knowledge of
Indonesian consumers, and driving our ability to respond to the unique characteristics of the Indonesian
market
While we benefit from UC Japan’s manufacturing and marketing knowledge, our operations are deeply grounded
in the Indonesian market where we operate. We integrate local market insights to our strategic and business
decisions, including our observation and assessment of market conditions and the trends that we observe from
our competitors. Our business operations and product innovation efforts are based on the local insight that we
obtain from our own observations of the market and from the feedback we receive from our distributors.
We rely on consumer studies, questionnaires, market research, group interviews and retail consumer feedback to
help accelerate the rate at which our products are used by customers. We conduct detailed research into local
lifestyles in Indonesia by having some of our employees interact with our customers and observe their
interactions with their babies to help us better understand our consumer preferences and product expectations.
Our distributors provide us with access to close-to-ground knowledge of their respective customers, local
business conditions and practices. This insight helps us to adapt our products to the needs and preferences of
Indonesian consumers to sustain and strengthen our market leadership through innovation and by offering new
products not yet proposed by our competitors to the market. For example, based on customer studies, we
improved our baby diaper products by incorporating softer waistbands which make our diapers more comfortable
to wear. In 2008, we were also the first in the market to introduce individual diaper packages. Through our
analysis of consumer feedback from approximately 200 families that were surveyed, we were able to offer a
product of superior value as individually packed diapers combine the enhanced hygiene proposition offered by a
sealed single diaper and the convenience preferred by consumers who favor single diaper purchases.

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We have accelerated supply from the core Jakarta area to the regional cities as well as to the eastern parts of
Indonesia and the other islands by commencing operations in a third factory and fourth factory in Indonesia in
Mojokerto in 2013 and 2015, creating a distribution system that can rapidly deliver products to East Java and
Sulawesi. This demonstrates our ability to monitor our market environment and integrate such insight into our
operations.
A large proportion of our consumer base is of the Muslim faith and typically seek Halal certified products. The
Government has instituted a certification process whereby vendors that prepare, process and sell their products
according to certain standards, including standards of hygiene during the manufacture of such products, are
permitted to label and market their products as Halal. We have held Halal certification since December 2016 for
our baby diaper products under our “MamyPoko” brand, our feminine care products under our “Charm” brand,
adult incontinence products under our “Lifree” brand and baby wipes under our “MamyPoko” brand from the
Assessment Institute for Foods, Drugs, and Cosmetics of the Majelis Ulama Indonesia (MUI) which is required
for the use of our products by Muslims in accordance with Islamic practices.

Experienced and entrepreneurial management team with a track record of growth and profitability
We believe we have a strong and capable management team with extensive experience in the personal hygiene
products industry. Most of the members of our Board of Directors have been in service with the Unicharm Group
and our company for almost 25 years. Mr. Yuji Ishii, the current President Director, has been with the Company
for over eight years and with the Unicharm Group for 24 years.
Our experienced and entrepreneurial management team has, over the years, demonstrated the ability to
successfully grow our business, develop brand recognition across multiple consumer segments, grow and sustain
a culture of innovation and excellence across our entire organization and drive profitable growth. Led by this
team, who has been with the Company since its establishment, we have achieved a track record of stable and
profitable growth, by scaling up the business and driving profitability through economies of scale and operational
efficiencies. Our net revenue grew at a CAGR of 7.0% from Rp.6,812,884 million in 2016 to
Rp.8,350,583 million in 2018. We believe that the market experience and knowledge of our team and the
business relationships they have developed with key distributors, suppliers and customers will continue to benefit
our future growth and development.

Our Key Strategies


We follow the management philosophy established by the Unicharm Group that aims to create a better quality of
life by offering the finest products and services to our customers. We endeavor to be a leader in every market in
which we compete. Members of the Unicharm Group operate under the corporate philosophy that we refer to as
“NOLA&DOLA” (“Necessity of Life with Activities & Dreams of Life with Activities”), aiming to make full
use of the Unicharm Group’s processing and forming technologies of non-woven fabrics and absorbent materials
which the Unicharm Group has long developed since before our establishment in 1997.
In this regard, we are currently pursuing the following strategies:

Grow our sales and our market leading positions across all our segments
The baby care, feminine care and healthcare adult incontinence sectors in Indonesia offer significant growth
potential and as the market leader in all these categories, we believe we are ideally positioned to benefit from
rising product usage. As such, our broad ambition is to focus our manufacturing, operational and marketing
efforts on successfully addressing the growing demand for our products and further strengthen our market
leadership positions.
For baby care, the average diaper or nappy consumption per child (aged 0-4 years) in 2018 was less than one
piece per day in Indonesia compared to 4.8 pieces in Japan according to Euromonitor. We are particularly
focused on increasing sales in this market segment through our “MamyPoko” brand as market usage rises, in
particular, we intend to grow the sales of our pants-type diapers. We are also particularly focused on increasing
the sales of our baby care products through online channels that are experiencing high growth in sales.
Euromonitor expects the baby care segment to grow at a CAGR of 10.8% between 2018 and 2023.
In the feminine care segment, we have observed rising consumer demand in the premium segment for higher
quality and multi-feature products. We aim to focus on product differentiation, by providing consumers with a
variety of product choices. Our feminine care portfolio with 83 SKUs as at June 30, 2019 encompasses a range of
different features such as several thickness and fragrance options as well as night or day specific usage products.

4
We therefore believe our portfolio ideally positions us to address the market’s growing demand for diverse and
premium product features, particularly through the modern trade channels.
Our healthcare adult incontinence products have significant growth potential as the use of adult incontinence
products by consumers is increasing. Euromonitor estimates that the healthcare adult incontinence market
segment will be the fastest growing of all of our addressable segments with an estimated market growth CAGR
of 15.7% between 2018 to 2023. We plan to conduct specific advertisements and events aimed at illustrating how
our customers’ lives, particularly the elderly, can be enhanced by our healthcare adult incontinence products.

Focused marketing to further increase consumer awareness for our products and drive growth in our most
profitable categories
Our marketing and promotion efforts are aimed at growing recognition and consumer awareness of our brands.
We intend to achieve these objectives through an integrated advertising and promotion approach. Our advertising
focuses on advertisements on television (our principal advertising medium), in magazines, on billboards and
online ads. In-store programs consist of display management, brand ambassadors for in-store promotions,
samples, leaflets and test products. We also conduct out-of-store events to increase consumer awareness of our
products.
In urban areas, we have observed growing demand from middle to high-income consumers for higher quality
products for which we typically enjoy higher margins. We therefore aim to shift some of the consumption of our
products from those targeted at the economy segment to those targeted at the premium price segment by actively
promoting the higher-end products in our portfolio. For example, for baby care products, we aim to shift some of
the sales from our “standard” type of diapers to our “Premium” or “Night” pants or tape type diapers and for
feminine care products, from our standard “Charm Maxi” products to our extra comfort, night, slim or fragrance
variants.
Our marketing efforts are also focused on product packaging. We continuously assess and re-evaluate the design,
look and feel of our packaging. From time to time we change our designs to emphasize certain qualities of our
products, which we believe resonates with consumers. For example, in order to better highlight the competitive
advantage of our products, in 2017, we improved the design of our packaging materials to emphasize the high
absorbency and longer lasting feature of our baby diapers, our Halal certification and our proprietary Japanese
technology by prominently displaying such qualities in our packaging. In 2018, we also improved the packaging
design for our pants-type baby diapers by emphasizing our products’ gentleness on skin, due to the
implementation of softer waistbands for diaper products.

Continue to grow our routes to market, nurture and optimize our distribution network
Our distribution relies on our network of distributors that sell and distribute our products nationwide to general
trade and modern retailers. We have established strong relationships with our distributors over the years and
strive to maintain good relationships with them. We actively communicate with our distributors and our sales
teams work with and assist the distributors to improve their sales processes and also to ensure the successful
implementation of our marketing strategies. We continue to optimize our distributor mix by regularly reviewing
the composition of our distributors and their network coverage areas to ensure we continue to grow our routes to
market and product reach to both general trade and modern retailers. We are focused on improving our
operational efficiencies further by arranging for our products to be delivered directly from our production and
storage facilities to the distribution centers of the largest modern retailers that carry our products.
We aim to further expand the distribution of our products throughout the region and in particular in secondary
cities that we believe present significant growth potential across all our product categories. In order to do so, we
plan to continue growing our distribution via the large modern minimarket chains that have wide national reach
into such secondary cities and regions, such as Alfamart and Indomaret and via local and regional supermarkets
and minimarts such as PT. Pamela Swalayan in Yogyakarta and Brastagi Supermarket in Medan that have
strengths in distribution in specific regions. At the same time, we aim to enhance our general trade channel
distribution by allocating more products to distributors who have strong networks within the general trade
channel, especially in the secondary cities.
Finally, we continue to focus on increasing our sales through online channels, in particular, for our baby care
products.

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Further capitalize on our quality product ethos through innovation
We plan to continue our research and development efforts, in collaboration with UC Japan, to improve the
performance of our products and introduce new product variants that suit the needs and preferences of our
consumers according to evolving technologies, customs and consumption trends. Our product development,
research and innovation team evaluates the market via customer studies, regular discussions with our distributors
and consumers, as well as through conducting detailed research into lifestyles in Indonesia. We take into account
different regional cultures and lifestyles before developing products that are tailored to the needs of our market.
For example, in relation to our baby care products, consumers now demand greater comfort and performance in
our baby diapers. We have also noticed an increase in frequency in which parents change their babies’ diapers.
Therefore in our product development, we have focused on improving the softness and absorbency of our baby
diapers. In relation to our feminine care products, we have considered the comfort, security and performance
needs of our female consumers. In developing our sanitary napkins for night use, we have focused on improving
the shape, length and absorbency of our sanitary napkins to offer our female consumers hours of comfort and
protection through the night. As consumers’ needs change, we intend to stay ahead of the developments in
consumer preferences and to continue to introduce innovative products. We believe this has provided us with a
strong foundation in developing diverse product lines in response to consumer trends and will continue to be key
to maintaining and enhancing our long-term competitiveness. During 2016 to 2018, we launched 118, 72, and
12 new SKUs for baby care, feminine care and healthcare adult incontinence products, respectively. During the
six months ended June 30, 2019, we launched 3 and 16 new SKUs for baby care, and feminine care products. No
new SKUs were launched for healthcare adult incontinence products. See “Business—Product Development,
Research and Innovation”.

Pursue value-accretive organic growth through strategic new machinery additions


We plan to continue investing in additional production capacity to meet the growing demand for our products, in
particular our production machinery, in order to provide improved products to our consumers. Our existing
factories have the capacity to accommodate additional production machinery. We currently plan to invest in two
new machines, in particular for our feminine care and healthcare adult incontinence products, over the next three
years. The new machinery for feminine care products is aimed to increase our production capacity to meet the
expected growing demand of our products as the feminine care market continues to grow. The new machinery for
healthcare products is designed to cater to new product specifications that we cannot achieve with our current
machines. We believe the new machinery will enhance our product offerings and competitive edge. The new
machinery will be purchased using proceeds from the Combined Offering. For more information, please see “Use
of Proceeds.

Continue to seek and implement initiatives to improve operating efficiencies and cost control
We will continue our efforts to control costs by optimizing our operational efficiencies and productivity. We
continue to seek better terms from our suppliers by leveraging on UC Japan’s bargaining position, efficient
utilization of raw materials, reducing rejection rates, continuing cost discipline, and reducing general and
administrative expenses. We are regularly re-evaluating our processing parameters with a focus on reducing
waste generated during production. We are also gradually increasing automation levels to enhance productivity
and continue to provide training for employees in order to increase their technical skills. We seek to benefit from
sharing experiences and best operational practices across the Unicharm Group globally. As a result of our focus
on cost and profitability, our gross profit margin increased from 19.8% in 2016 to 25.3% in 2018 and our total
selling expenses and general and administrative expenses decreased as a percentage of net revenue from 24.0% in
2016 to 19.2% in 2018.

Principal Offices
Our principal head office is located at Sinarmas MSIG Tower, Lantai 42 Jl. Jend. Sudirman Kav. 21 Karet,
Setiabudi, Jakarta Selatan 12920. Our telephone number at this address is (+6221) 2918 9191. Our production
facilities are located at Kawasan Industri KIIC, Jl. Maligi VI Lot 4-7, Teluk Jambe, Karawang 41361, Jawa
Barat. Our main website is http://www.unicharm.co.id/index.html. The information contained on our website is
not a part of this Offering Circular.

6
SUMMARY OF THE OFFERING
The following summary contains basic information about the Offer Shares and is not intended to be complete. It
does not contain all the information that may be important to prospective purchasers. For a more complete
understanding of the Offer Shares, please refer to the sections entitled “Plan of Distribution”, “Description of
Our Common Shares” and “Indonesian Capital Markets” in this Offering Circular.
The Company . . . . . . . . . . . . . . . . . . . . . PT Uni-Charm Indonesia Tbk
Offer Shares . . . . . . . . . . . . . . . . . . . . . . . 831,314,400 Offer Shares of par value Rp.100, the subject of the
Combined Offering.
Offer Price . . . . . . . . . . . . . . . . . . . . . . . . Rp.1,500 per Offer Share
Combined Offering . . . . . . . . . . . . . . . . . The Combined Offering comprises the concurrent Indonesian
Offering and the International Offering. The completion of the
International Offering is conditional upon the completion of the
Indonesian Offering. For more information, see “Plan of
Distribution.”
Indonesian Offering . . . . . . . . . . . . . . . . . The Offer Shares being offered through the Indonesian Offering are
being offered in Indonesia through the Lead Domestic Underwriter by
way of a public offering pursuant to applicable laws in Indonesia.
International Offering . . . . . . . . . . . . . . . The Offer Shares are being offered through the Lead Domestic
Underwriter’s arrangements with the International Selling Agent to
persons outside Indonesia and the United States in the International
Offering, in offshore transactions in reliance on the exemption from
registration under Regulation S under the Securities Act.
Clawback and Re-allocation . . . . . . . . . . The Offer Shares may be reallocated from the Indonesian Offering to
the International Offering, and vice versa.
Use of Proceeds . . . . . . . . . . . . . . . . . . . . The net proceeds we will receive from the Combined Offering, after
deducting underwriting fees and commissions and other expenses
related to the Combined Offering, are expected to be approximately
Rp.1,163 billion. We intend to use the proceeds as set forth in “Use of
Proceeds.”
Payment for and Delivery of the Offer
Shares . . . . . . . . . . . . . . . . . . . . . . . . . Payment to us for the Offer Shares is expected to be made on or about
December 19, 2019 in immediately available funds. Delivery of the
Offer Shares to successful applicants will be made in electronic
(scripless) form for their administration in Collective Depository of
the Indonesian Central Securities Depository, PT Kustodian Sentral
Efek Indonesia (“KSEI”). See “Indonesian Capital Markets” and
“Plan of Distribution—Registration of the Offer Shares in KSEI.” It is
expected that the Offer Shares will be delivered on or about
December 19, 2019.
Listing and trading . . . . . . . . . . . . . . . . . We have received in-principle approval from the IDX for the
admission of our common shares for trading on the IDX. Prior to the
Combined Offering, there has been no public market for our shares.
Trading in the Offer Shares on the IDX is expected to commence on
or about December 20, 2019.
Outstanding Shares . . . . . . . . . . . . . . . . . 3,325,257,900 common shares outstanding prior to the Combined
Offering and 4,156,572,300 common shares outstanding immediately
following the Combined Offering.
Lock-up . . . . . . . . . . . . . . . . . . . . . . . . . . Subject to certain exceptions, our Company has agreed that, without
the prior written consent of the Sole Global Coordinator, our
Company will not, during the period of 12 months after the effective
date of our registration statement with the OJK (the “Effective
Date”), (A) issue, offer, pledge, encumber, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to

7
sell, grant any option, right or warrant to purchase, lend, hypothecate
or otherwise transfer or dispose of, directly or indirectly, any Shares
or any securities convertible into or exercisable or exchangeable for
or which carry rights to subscribe or purchase Shares or file any
registration statement with respect to any of the foregoing, (B) enter
into any swap, hedge, derivative or other arrangement that transfers to
another, in whole or in part, directly or indirectly, any of the
economic consequences of ownership of the Shares or any securities
convertible into or exercisable or exchangeable for or which carry
rights to subscribe or purchase Shares, (C) deposit any Shares or any
securities convertible into or exercisable or exchangeable for or which
carry rights to subscribe or purchase Shares in any depository receipt
facilities or (D) publicly announce any intention to do any of the
above regardless of whether any such transaction described in clause
(A), (B) or (C) above is to be settled by delivery of Shares or such
other securities, in cash or otherwise.
Each of UC Japan and Purinusa has agreed to similar restrictions for a
period of six months following the Effective Date.
In addition, we have agreed with the OJK to not issue or list any new
Shares and/or other securities convertible to Shares within the period
of 12 months following the Effective Date.
For more information, see “Plan of Distribution—Lock-up
Arrangements.”
Employee Stock Allocation . . . . . . . . . . . Pursuant to General Meeting of Shareholders Resolution dated
September 20, 2019 and Deed No. 172 dated September 26, 2019, we
have agreed to grant an allocation of up to 1,699,600 Offer Shares to
our employees through an employee stock allocation program.
For more information, see “Management—Management and
Employee Stock Allocation.”
Voting Rights . . . . . . . . . . . . . . . . . . . . . Owners of the Offer Shares purchased in the Combined Offering will
be entitled to the same voting rights as other holders of our Shares.
See “Description of Our Common Shares—Shareholders’ Meetings
and Voting Rights.”
Dividends . . . . . . . . . . . . . . . . . . . . . . . . The declaration, amount and payment of future dividends on our
Shares, if any, is discretionary and will be subject to the
recommendation of our Board of Directors and approval at a general
meeting of our shareholders. For more information, see “Dividends.”
Distribution and Transfer Restrictions . . The Offer Shares will be subject to certain distribution and transfer
restrictions. See “Plan of Distribution—Selling Restrictions” and
“Transfer Restrictions.”
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . Investing in the Offer Shares involves risks. See “Risk Factors.”
Timetable . . . . . . . . . . . . . . . . . . . . . . . . . An indicative timetable in respect of the Combined Offering is set
forth in “Plan of Distribution—Important Dates.”

8
SUMMARY OF FINANCIAL INFORMATION AND OPERATING DATA
Prospective purchasers should read the summary consolidated financial information and other operating data
presented below in conjunction with our consolidated financial statements and the notes to the consolidated
financial statements included elsewhere in this Offering Circular. Prospective purchasers should also read the
section of this Offering Circular entitled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations.”
The following tables present our summary consolidated financial information and operating data as at the dates
or for each of the periods indicated. The summary consolidated statements of profit or loss and other
comprehensive income and other financial data for the years ended December 31, 2016, 2017 and 2018 and for
the six months ended June 30, 2018 and 2019 and the summary consolidated statements of financial position as at
December 31, 2016, 2017 and 2018 and as at June 30, 2019 in the tables below have been derived from our
historical consolidated financial statements included elsewhere in this Offering Circular and are qualified in its
entirety by reference to those consolidated financial statements and the related notes thereto. Our consolidated
financial statements as at and for the years ended December 31, 2016, 2017 and 2018 and as at June 30, 2019 and
for the six months ended June 30, 2018 and 2019, were audited by KAP Tanudiredja, Wibisana, Rintis & Rekan,
in accordance with the auditing standards established by IAPI, as stated in their audit report appearing elsewhere
in this Offering Circular. Our historical results for any prior or interim periods are not necessarily indicative of
results to be expected for a full fiscal year or for any future period.
This Offering Circular contains conversion of Rupiah amounts into U.S. Dollars at specified rates solely for the
convenience of the readers. Unless otherwise indicated, Rupiah amounts have been translated into U.S. Dollars,
based on the exchange rate of Rp.14,141 = U.S.$1.00 (rounded to millions). These translations have not been
audited and should not be construed as representations that Rupiah amounts have been, would have been or could
be converted into U.S. Dollars at such rate. See “Exchange Rates and Exchange Controls”.
Our consolidated financial statements are reported in Rupiah, and our functional currency is the Rupiah. We have
prepared and presented our consolidated financial statements in accordance with Indonesian FAS, which differs
in certain respects from IFRS. See “Summary of Certain Differences Between Indonesian FAS and IFRS.”

Consolidated Statements of Profits or Loss and Other Comprehensive Income

Year ended December 31 Six months ended June 30


2016 2017 2018 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
NET REVENUE . . . . . . . . . . . . . . 6,812,884 7,278,121 8,350,583 590.5 3,935,154 4,209,402 297.7
COST OF REVENUE . . . . . . . . . . (5,460,534) (5,383,384) (6,240,508) (441.3) (2,865,634) (3,169,835) (224.2)
GROSS PROFIT . . . . . . . . . . . . . . 1,352,350 1,894,737 2,110,075 149.2 1,069,520 1,039,567 73.5
Selling expenses . . . . . . . . . . . . . (1,456,194) (1,340,223) (1,432,461) (101.3) (663,941) (682,329) (48.3)
General and administrative
expenses . . . . . . . . . . . . . . . . . . (181,065) (248,590) (174,214) (12.3) (77,750) (122,566) (8.7)
Finance income . . . . . . . . . . . . . . 11,623 21,699 27,241 1.9 13,648 12,785 0.9
Finance costs . . . . . . . . . . . . . . . . (78,323) (71,006) (51,508) (3.6) (25,837) (24,903) (1.8)
Gain/(loss) on foreign exchange,
net . . . . . . . . . . . . . . . . . . . . . . 24,901 (53,734) (183,845) (13.0) (156,847) 7,823 0.6
Tax expenses . . . . . . . . . . . . . . . . (17,208) (10,192) (11,918) (0.8) (10,620) (19,310) (1.4)
Others, net . . . . . . . . . . . . . . . . . . 10,736 5,784 6,510 0.5 6,841 3,939 0.3
PROFIT/(LOSS) BEFORE
INCOME TAX . . . . . . . . . . . . . . (333,180) 198,475 289,880 20.5 155,014 215,006 15.2
INCOME TAX (EXPENSES)/
BENEFITS . . . . . . . . . . . . . . . . . 55,154 (88,334) (108,724) (7.7) (66,016) (61,080) (4.3)
PROFIT/(LOSS) FOR THE
PERIOD/YEAR . . . . . . . . . . . . . (278,026) 110,141 181,156 12.8 88,998 153,926 10.9

9
Year ended December 31 Six months ended June 30
2016 2017 2018 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
OTHER COMPREHENSIVE
INCOME/(LOSS)
Items that will not be reclassified
to profit or loss:
Remeasurement of employee
benefits obligation . . . . . . . . . . (9,163) (13,444) 24,470 1.7 10,283 (8,610) (0.6)
Related income tax . . . . . . . . . . . 2,291 3,361 (6,118) (0.4) (2,571) 2,152 0.2
TOTAL OTHER
COMPREHENSIVE (LOSS)/
INCOME, NET OF TAX . . . . . (6,872) (10,083) 18,352 1.3 7,712 (6,458) (0.5)
TOTAL COMPREHENSIVE
INCOME/(LOSS) FOR THE
PERIOD/YEAR . . . . . . . . . . . . . (284,898) 100,058 199,508 14.1 96,710 147,468 10.4
PROFIT/(LOSS) FOR THE
PERIOD/YEAR
ATTRIBUTABLE TO:
Owners of the parent . . . . . . . . . . (278,024) 110,198 181,256 12.8 89,098 153,909 10.9
Non-controlling interest . . . . . . . (2) (57) (100) (0.0) (100) 17 0.0
(278,026) 110,141 181,156 12.8 88,998 153,926 10.9
TOTAL COMPREHENSIVE
INCOME/(LOSS)
ATTRIBUTABLE TO:
Owners of the parent . . . . . . . . . . (284,895) 100,116 199,607 14.1 96,810 147,453 10.4
Non-controlling interest . . . . . . . (3) (58) (99) (0.0) (100) 15 0.0
(284,898) 100,058 199,508 14.1 96,710 147,468 10.4
EARNINGS/(LOSSES) PER
SHARE—BASIC AND
DILUTED (FULL
AMOUNT) . . . . . . . . . . . . . . . . . (11,560,250) 4,582,037 7,536,632 533.0 3,704,698 6,399,543 452.6

Consolidated Statements of Financial Position


As at December 31 As at June 30
2016 2017 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (U.S.$
million) million) million) million) million) million)
ASSETS
CURRENT ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . 862,760 1,110,939 1,140,083 80.6 1,392,304 98.5
Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . 1,323 1,332 1,133 0.1 1,107 0.1
Trade receivables
—Related parties . . . . . . . . . . . . . . . . . . . . 99,947 190,704 215,751 15.3 204,663 14.5
—Third parties . . . . . . . . . . . . . . . . . . . . . . 1,493,327 1,394,984 1,573,963 111.3 1,564,113 110.6
Other receivables
—Related parties . . . . . . . . . . . . . . . . . . . . 15,455 17,992 12,200 0.9 71,685 5.1
—Third parties . . . . . . . . . . . . . . . . . . . . . . 21,691 39,267 3,391 0.2 2,946 0.2
Derivative receivables . . . . . . . . . . . . . . . . . . 581 — — — — —
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . 589,431 513,517 724,227 51.2 735,411 52.0
Assets held for sale . . . . . . . . . . . . . . . . . . . . — — 60,492 4.3 — —
Prepaid taxes
—Corporate income tax . . . . . . . . . . . . . . . 287,865 288,954 140,812 10.0 139,255 9.8
—Other taxes . . . . . . . . . . . . . . . . . . . . . . . 86,519 105,733 169,753 12.0 132,845 9.4
Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . 385 387 — — — —
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . 70,295 52,829 103,391 7.3 116,516 8.2
Total Current Assets . . . . . . . . . . . . . . . . . . 3,529,579 3,716,638 4,145,196 293.1 4,360,845 308.4

10
As at December 31 As at June 30
2016 2017 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (U.S.$
million) million) million) million) million) million)
NON-CURRENT ASSETS
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . 3,571,483 3,234,381 2,940,768 208.0 2,804,142 198.3
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . 116,856 89,136 90,783 6.4 94,715 6.7
Refundable deposits . . . . . . . . . . . . . . . . . . . . 3,343 3,374 2,900 0.2 2,826 0.2
Total non-current assets . . . . . . . . . . . . . . . 3,691,682 3,326,891 3,034,451 214.6 2,901,683 205.2
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . 7,221,261 7,043,529 7,179,647 507.7 7,262,528 513.6
LIABILITIES
CURRENT LIABILITIES
Trade payables
—Related parties . . . . . . . . . . . . . . . . . . . . 31,888 32,628 46,659 3.3 29,723 2.1
—Third parties . . . . . . . . . . . . . . . . . . . . . . 698,257 756,269 885,017 62.6 815,436 57.7
Other payables
—Related parties . . . . . . . . . . . . . . . . . . . . 46,650 38,635 23,282 1.6 17,007 1.2
—Third parties . . . . . . . . . . . . . . . . . . . . . . 76,932 67,872 84,295 6.0 38,235 2.7
Accruals and provisions . . . . . . . . . . . . . . . . . 823,917 903,504 1,016,736 71.9 1,121,105 79.3
Derivative payables . . . . . . . . . . . . . . . . . . . . — 264 1,142 0.1 1,383 0.1
Taxes payable
—Corporate income tax . . . . . . . . . . . . . . . — 19,886 31,676 2.2 24,120 1.7
—Other taxes . . . . . . . . . . . . . . . . . . . . . . . 12,108 8,097 10,239 0.7 12,642 0.9
Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 954,968 526,728 256,364 18.1 245,686 17.4
Intercompany loans—current maturity . . . . . 35,616 35,913 38,386 2.7 37,485 2.7
Total Current Liabilities . . . . . . . . . . . . . . . 2,680,336 2,389,796 2,393,796 169.3 2,342,822 165.7
NON-CURRENT LIABILITIES
Intercompany loans . . . . . . . . . . . . . . . . . . . . 1,932,066 1,945,604 1,884,293 133.3 1,850,252 130.8
Employee benefits obligation . . . . . . . . . . . . 74,895 109,933 103,854 7.3 124,282 8.8
Total Non-current Liabilities . . . . . . . . . . . 2,006,961 2,055,537 1,988,147 140.6 1,974,534 139.6
TOTAL LIABILITIES . . . . . . . . . . . . . . . . 4,687,297 4,445,333 4,381,943 309.9 4,317,356 305.3
EQUITY
Share capital
Series A shares—authorized 20,000 shares,
issued and fully paid 6,350 shares with par
value of Rp.4,325,400 (full amount) per
share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,466 27,466 27,466 1.9 27,466 1.9
Series B shares—authorized 35,500 shares,
issued and fully paid 17,700 shares with
par value of Rp.17,235,000 (full amount)
per share . . . . . . . . . . . . . . . . . . . . . . . . . . . 305,060 305,060 305,060 21.6 305,060 21.6
Foreign exchange difference on paid-in
capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,503 11,503 11,503 0.8 11,503 0.8
Additional paid-in capital . . . . . . . . . . . . . . . — (8,849) (8,849) (0.6) (8,849) (0.6)
Merging entities equity . . . . . . . . . . . . . . . . . 33,998 — — — — —
Retained earnings
—Appropriated . . . . . . . . . . . . . . . . . . . . . 5,700 5,700 5,700 0.4 5,700 0.4
—Unappropriated . . . . . . . . . . . . . . . . . . . . 2,149,896 2,257,033 2,456,640 173.7 2,604,093 184.2
Equity attributable to owners of the
parent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,533,623 2,597,913 2,797,520 197.8 2,944,973 208.3
Non-controlling interest . . . . . . . . . . . . . . . . 341 283 184 0.0 199 0.0
TOTAL EQUITY . . . . . . . . . . . . . . . . . . . . . 2,533,964 2,598,196 2,797,704 197.8 2,945,172 208.3
TOTAL LIABILITIES AND EQUITY . . . 7,221,261 7,043,529 7,179,647 507.7 7,262,528 513.6

11
Consolidated Statements of Cash Flows Data

Year ended December 31 Six months ended June 30


2016 2017 2018 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
Net cash flows provided from
operating activities . . . . . . . . . . 262,108 791,842 651,971 46.1 632,646 320,432 22.7
Net cash flows used in investing
activities . . . . . . . . . . . . . . . . . . (81,856) (79,853) (135,037) (9.5) (11,215) (40,695) (2.9)
Net cash flows (used in)/provided
from financing activities . . . . . . 264,507 (463,894) (492,060) (34.8) (321,139) (27,108) (1.9)
Net increase in cash and cash
equivalents . . . . . . . . . . . . . . . . 444,759 248,095 24,874 1.8 300,292 252,629 17.9
Cash and cash equivalents at the
beginning of the period/year . . . 418,225 862,760 1,110,939 78.6 1,110,939 1,140,083 80.6
Foreign exchange difference on
cash and cash equivalents . . . . . (224) 84 4,270 0.3 869 (408) (0.0)
Cash and cash equivalents at the
end of the period/year . . . . . . . 862,760 1,110,939 1,140,083 80.6 1,412,100 1,392,304 98.5

Non-GAAP Measures and Other Financial Data

As at or for the six months ended


As at or for the year ended December 31 June 30
2016 2017 2018 2018 2018 2019 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
Net Revenue—Third
Parties(1) . . . . . . . . . . . . . . . . . 6,197,142 6,502,767 7,066,226 499.7 3,367,577 3,665,912 259.2
Net Revenue—Third Parties
(Year on Year Growth) . . . . . — 4.9% 8.7% — — 8.9% —
Sales Promotion and Sales
Return and Discount/Gross
Revenue(2) . . . . . . . . . . . . . . . . 22.7% 17.1% 15.9% — 15.8% 16.5% —
Gross Profit Margin(3) . . . . . . . . 19.8% 26.0% 25.3% — 27.2% 24.7% —
Net Profit Margin(4) . . . . . . . . . . (4.1%) 1.5% 2.2% — 2.3% 3.7% —
Selling Expenses/Net
Revenue . . . . . . . . . . . . . . . . . 21.4% 18.4% 17.2% — 16.9% 16.2% —
Selling Expenses and General
and Administrative Expenses/
Net Revenue . . . . . . . . . . . . . . 24.0% 21.8% 19.2% — 18.8% 19.1% —
Return on Assets(5) . . . . . . . . . . . (4.0%) 1.4% 2.8% — — 2.0% —
Return on Equity(6) . . . . . . . . . . . (11.2%) 3.9% 7.1% — — 5.0% —
Trade Receivables Turnover
Days(7) . . . . . . . . . . . . . . . . . . 84.2 78.4 77.2 — — 75.6 —
Trade Payables Turnover
Days(8) . . . . . . . . . . . . . . . . . . 48.1 52.8 53.7 — — 48.0 —
Inventory Turnover Days(9) . . . . 38.9 34.3 41.8 — — 41.8 —
EBITDA(10) . . . . . . . . . . . . . . . . . 107,509 622,020 659,276 46.6 338,753 402,143 28.4
EBITDA Margin(11) . . . . . . . . . . 1.6% 8.5% 7.9% — 8.6% 9.6% —
(1) Net revenue attributable to third parties refers to gross revenue attributable to third parties less sales promotion and sales return and
discount. See Note 20 to our audited consolidated financial statements.
(2) Gross revenue refers to gross revenue attributable to related and third parties before the deduction of sales return and discount and sales
promotion.
(3) Gross profit margin refers to gross profit as a percentage of net revenue.
(4) Net profit margin refers to profit/(loss) for the period/year as a percentage of net revenue.

12
(5) Return on Assets is calculated by dividing total comprehensive income/(loss) for the period/year with total asset.
(6) Return on Equity is calculated by dividing total comprehensive income/(loss) for the period/year with total equity.
(7) Trade receivables turnover days are calculated by dividing our trade receivables as at the end of the relevant period by the net revenue
per day for the relevant period. Net revenue per day for the relevant period is calculated by dividing net revenue for the relevant period
by 360 days for the years ended December 31, 2016, 2017 and 2018 and by 180 days for the six months ended June 30, 2018 and 2019.
(8) Trade payables turnover days are calculated by dividing our trade payables of related and third parties as at the end of the relevant period
by the cost of revenue per day for the relevant period/year. Cost of revenue per day for the relevant period/year is calculated by dividing
cost of revenue for the relevant year by 360 days for the years ended December 31, 2016, 2017 and 2018 and by 180 days for the six
months ended June 30, 2018 and 2019.
(9) Inventory turnover days are calculated by dividing our inventories as at the end of the relevant period by the cost of revenue per day for
the relevant period/year. Cost of revenue per day for the relevant period/year is calculated by dividing cost of revenue for the relevant
year by 360 days for the years ended December 31, 2016, 2017 and 2018 and by 180 days for the six months ended June 30, 2018 and
2019.
(10) We calculate EBITDA by adding depreciation expense, finance costs to profit/loss before income tax for the year or period and
deducting finance income from profit/loss before income tax for the year or period.
(11) EBITDA margin refers to EBITDA divided by net revenue.

Non-GAAP Financial Data


Year ended December 31 Six months ended June 30
2016 2017 2018 2018 2018 2019 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
Profit/(loss) before income tax . . . . . . . . (333,180) 198,475 289,880 20.5 155,014 215,006 15.2
Add:
Depreciation expenses . . . . . . . . . . . . . 373,989 374,238 345,129 24.4 171,550 175,019 12.4
Finance costs . . . . . . . . . . . . . . . . . . . . 78,323 71,006 51,508 3.6 25,837 24,903 1.7
Less:
Finance income . . . . . . . . . . . . . . . . . . (11,623) (21,699) (27,241) (1.9) (13,648) (12,785) (0.9)
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . 107,509 622,020 659,276 46.6 338,753 402,143 28.4

Operational Data
As at December 31 As at June 30
2016 2017 2018 2019

Production Capacity (in million pieces)


Baby care products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,787 5,805 5,831 2,916
Feminine care products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,619 2,851 2,857 1,428
Healthcare products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81 98 123 62
Aggregate utilization rate of production facilities (%)
Baby care products(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77% 75% 83% 80%
Feminine care products(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87% 82% 87% 85%
Healthcare products(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49% 65% 81% 90%
Number of Distributors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 85 90 108
(1) Utilization rate for year/period ended

Recent Developments
The Company issued its unaudited consolidated interim financial information as at September 30, 2019 and for
the nine months ended September 30, 2018 and 2019 on November 1, 2019. Such financial information was
reviewed by KAP Tanudiredja, Wibisana, Rintis & Rekan (a member of the PricewaterhouseCoopers network of
firms), in accordance with SRE 2410 “Standard on Review Engagement” established by IAPI, as stated in their
review report included elsewhere in this Offering Circular. Our results for the nine months ended September 30,
2019 should not be considered indicative of results to be expected for a full fiscal year or for any future period.
Subsequent to the listing of its Shares on the IDX, the Company will be required to prepare quarterly financial
reports pursuant to the rules of the IDX.
One of our top ten distributors, PT Mega Maju Mandiri, is subject to bankruptcy proceedings which have been
commenced against it recently. Sales to PT Mega Maju Mandiri accounted for less than 10.0% of our gross
revenue for the six months ended June 30, 2019. We cannot assure you that we will recover our outstanding trade
receivables due from this distributor as a result of such proceedings.

13
Recent financial performance
The tables below set out certain financial information of the Company as at and for the periods indicated.

Nine months ended September 30


2018 2019
(Rp. million) (Rp. million) (U.S.$ million)(1)
Certain Line Items in the Consolidated Statements of Profits or
Loss and Other Comprehensive Income
Net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,056,919 6,254,553 442.3
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,494,766) (4,699,424) (332.3)
Selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (983,314) (876,171) (62.0)
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . (155,222) (182,073) (12.9)
Profit before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194,163 468,348 33.1
Profit for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113,754 329,268 23.3
Total comprehensive income for the period . . . . . . . . . . . . . . . . . . . . . . 126,772 319,682 22.6

As at
December 31,
2018 As at September 30, 2019
(Rp. million) (Rp. million) (U.S.$ million)(1)
Certain Line Items in the Consolidated Statements of Financial
Position
Assets
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,145,196 4,424,650 312.9
Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,034,451 2,820,254 199.4
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,179,647 7,244,904 512.3
Liabilities
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,393,796 2,150,722 152.1
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,988,147 1,976,796 139.8
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,381,943 4,127,158 291.9
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,797,704 3,117,386 220.5

Nine months ended September 30


2018 2019
(Rp. million) (Rp. million) (U.S.$ million)(1)
Certain Line Items in the Consolidated Statements of Cash Flows
Net cash flows provided from operating activities . . . . . . . . . . . . . . . . 780,864 292,602 20.7
Net cash flows provided from/ (used in) investing activities . . . . . . . . . (97,123) 12,448 0.9
Net cash flows used in financing activities . . . . . . . . . . . . . . . . . . . . . . (500,223) (138,588) (9.8)
(1) Converted into U.S. Dollars based on the exchange rate of Rp.14,174 = U.S.$1.00 on September 30, 2019 for the convenience of the
reader. See “Exchange Rates and Exchange Controls”.

Discussion of recent trends


Our net revenue increased by Rp.197,634 million (U.S.$14.0 million), or 3.3%, to Rp.6,254,553 million
(U.S.$442.3 million) in the nine months ended September 30, 2019 from Rp.6,056,919 million in the nine
months ended September 30, 2018. The increase in net revenue was primarily as a result of an increase in gross
revenue attributable to third parties which increased by Rp.431,355 million (U.S.$30.5 million), or 6.9%, to
Rp.6,707,681 million (U.S.$474.3 million) in the nine months ended September 30, 2019 from
Rp.6,276,326 million in the nine months ended September 30, 2018, partly offset by a decrease in gross revenue
attributable to related parties, which decreased by Rp.127,459 million (U.S.$9.0 million), or 13.5%, to
Rp.815,388 million (U.S.$57.7 million) in the nine months ended September 30, 2019 from Rp.942,847 million
in the nine months ended September 30, 2018. The decrease in related party sales was due to a reduction in the
sale of baby care products to our related party in India in the nine months ended September 30, 2019 as such
related party resumed its production activities. Gross revenue attributable to third parties increased in line with
our higher sales volume and price increases in our baby care, feminine care and healthcare adult incontinence
products.

14
As a consequence of the discontinuation of our agreement with PT. Unirama Duta Niaga effective August 2019,
our sales to PT. Unirama Duta Niaga were reduced significantly in August and September 2019. While we have
appointed new distributors to replace PT Unirama Duta Niaga and engaged in direct sales on a temporary basis
with certain of our key accounts in the modern trade channel, the loss of business from PT Unirama Duta Niaga
was not fully absorbed in August and September of 2019, which resulted in a decrease in the growth of gross
revenue attributable to third parties in the third quarter of our financial year.
Sales promotion and sales return and discount (which only relate to sales made to third parties) as a percentage of
gross revenue increased slightly from 16.1% to 16.9% in the nine months ended September 30, 2018 and 2019,
respectively. This was driven by an increase in sales return and discounts as a percentage of gross revenue from
1.0% to 2.0%, offsetting the decrease in sales promotion as a percentage of gross revenue from 15.1% to 14.9%
in the nine months ended September 30, 2018 and 2019, respectively. Net revenue attributable to third parties
(net of sales promotion and sales return and discount) grew by 6.4% during the period.
Our cost of revenue increased by Rp.204,658 million (U.S.$14.5 million), or 4.6%, to Rp.4,699,424 million
(U.S.$332.3 million) in the nine months ended September 30, 2019 from Rp.4,494,766 million in the nine
months ended September 30, 2018, primarily due to an increase in the cost of raw materials used and direct labor
costs.
As a result of the foregoing, our gross profit decreased slightly by Rp.7,024 million (U.S.$0.5 million) to
Rp.1,555,129 million (U.S.$110.0 million) in the nine months ended September 30, 2019 from
Rp.1,562,153 million in the nine months ended September 30, 2018. Our gross profit as a percentage of net
revenue decreased slightly from 25.8% in the nine months ended September 30, 2018 to 24.9% in the nine
months ended September 30, 2019.
Our selling expenses decreased by Rp.107,143 million (U.S.$7.6 million), or 10.9%, to Rp.876,171 million
(U.S.$62.0 million) in the nine months ended September 30, 2019 from Rp.983,314 million in the nine months
ended September 30, 2018, primarily due to a decrease in sales promotion expense and freight expense, partially
offset by an increase in advertising and marketing expense. In the nine months ended September 30, 2019, we
recorded sales promotion income of Rp.483 million as a result of a reversal of sales promotion expense of
Rp.116 billion (which was accrued in 2016, pursuant to a tax assessment notice) following receipt of the
assessment result in September 2019, while we recorded sales promotion expense in the six months ended
June 30, 2019 and the nine months ended September 30, 2019.
As a result of the foregoing, our profit for the period increased by Rp.215,514 million (U.S.$15.2 million) to
Rp.329,268 million (U.S.$23.3 million) in the nine months ended September 30, 2019 from Rp.113,754 million
in the nine months ended September 30, 2018.
Net cash provided by operating activities was Rp.292,602 million (U.S.$20.7 million) for the nine months ended
September 30, 2019 and was Rp.780,864 million for the nine months ended September 30, 2018. The decrease in
net cash from operating activities was primarily as a result of an increase in cash outflows relating to payment to
suppliers and other parties by Rp.387,183 million and payment of corporate income tax by Rp.16,356 million and
a decrease in cash inflows from tax refunds from tax assessment by Rp.118,959 million in the nine months ended
September 30, 2019 compared to the same period in 2018.
Net cash received from investing activities was Rp.12,448 million (U.S.$0.9 million) for the nine months ended
September 30, 2019 and net cash used in investing activities was Rp.97,123 million for the nine months ended
September 30, 2018. The change was primarily due to a decrease in cash outflows relating to purchase of fixed
assets by Rp.56,980 million in the nine months ended September 30, 2019 compared to the same period in 2018
and cash inflows of Rp.51,829 million relating to sale of assets held for sale in the nine months ended
September 30, 2019.
Net cash used in financing activities was Rp.138,588 million (U.S.$9.8 million) for the nine months ended
September 30, 2019 and was Rp.500,223 million for the nine months ended September 30, 2018. The decrease in
net cash used in financing activities was primarily as a result of a decrease in payment of bank loans by
Rp.268,384 million and a decrease in payment of intercompany loans by Rp.106,537 million in the nine months
ended September 30, 2019 compared to the same period in 2018.

15
RISK FACTORS
An investment in the Offer Shares involves risks. You should consider carefully all of the information contained
in this Offering Circular, especially the following risk factors, in evaluating whether to purchase the Offer
Shares. Additional risks not presently known to us or that we currently deem immaterial may also materially and
adversely impair our business, cash flows, results of operations, financial condition or prospects. The market
price of the Offer Shares could decline due to any one of these risks and you may lose all or part of your
investment. You should also note that certain of the statements set forth below constitute “forward-looking
statements” as discussed in “Forward-Looking Statements.” The risks described below are not the only ones that
may affect us or the Offer Shares. In general, investing in securities of companies in emerging market countries
such as Indonesia involves risks not typically associated with investing in the securities of companies in more
developed economies. To the extent the description in this section relates to the Government, Indonesian
macroeconomic data or information regarding the industry we operate in, such information has been extracted
from official Government publications or other third party sources and has not been independently verified by us.

Risks relating to our Business and Industry


If we are unable to predict or meet consumer preferences or market trends, our products may lose their appeal
to consumers.
Our business relies on continued consumer demand for our brands and products. Consumers may be tempted to
change their choices and preferences when new products are launched or introduced by our competitors. Our
success depends on our ability to predict, identify and interpret the needs, tastes and habits of consumers and to
offer products that appeal to those preferences and trends. In order to maintain our position in this competitive
market, we need to keep improving our existing products and develop new and innovative products to respond to
consumers’ needs, demands and market changes.
Our ability to develop innovative or improved products which can successfully compete in the market is affected
by whether we can anticipate consumer needs and preferences successfully and in a timely manner, develop and
fund technological innovations, and receive and maintain necessary intellectual property protection. We must
also be able to distinguish between short-term fads, mid-term trends and long-term changes in consumer
preferences. If we are unable to accurately predict shifts in consumer preferences, or if we fail to introduce new
and improved products to satisfy those preferences, or if we fail to satisfy consumer preferences relative to our
competitors, our business, operations and growth potential would be adversely affected.
In addition, virtually all of our main products rely on absorbent non-woven materials as their key component, and
if the non-woven materials technology relied by us were to lose its competitive edge as a result of introduction of
new technologies which make our non-woven technology obsolete, our competitive position may be adversely
affected and in turn, may have negative effect on our business, results of operations, financial condition and
prospects.
Because of our varied consumer base, we also must offer a sufficient array of products to satisfy a broad
spectrum of consumer preferences. If we fail to expand our product offerings successfully across product
categories, to rapidly develop products in faster growing and more profitable categories, or to execute our
marketing strategy successfully, our business, results of operations, financial condition and prospects could be
adversely affected.

We face intense competition, and if we fail to compete effectively, we may lose market share and our results of
operations may be adversely affected.
The Indonesian consumer goods industry is highly competitive, and we expect it to become even more
competitive in the future. We currently compete intensely against other well-known domestic and international
manufacturers of hygienic disposable products, primarily on the basis of product quality, price, product
differentiation and brand name recognition. We also anticipate both product and price competition to become
increasingly severe in the future. Our main competing brands in Indonesia for baby care products include
“Sweety” by PT Softex Indonesia, “Pampers” by Procter and Gamble and “Merries” by Kao. Our main
competing brands in Indonesia for feminine care products include “Laurier” by Kao and “Softex” by PT Softex
Indonesia. Our main competing brands in Indonesia for adult incontinence products include “Confidence” by PT
Softex Indonesia.
The selling environment is heavily impacted by our pricing of products, expenditures and marketing efforts and
activities as well as those of our competitors. From time to time, we may adjust our pricing strategy in response
to competitive pressures. Increasing competition may make it necessary for us to lower prices on our products
and/or increase spending on sales promotions and advertising, which could adversely affect our results of

16
operations and financial condition. In addition, as we expand our business and diversify our product offerings, we
may face additional competition. To sustain our competitive edge, we must continue to make investments in
product development, advertising and marketing activities and, as the case may require, reduce cost of revenue.
Some of our competitors may have greater financial resources than ours, and may be able to spend more
aggressively on research, development, advertising and marketing activities, introduce competing products more
quickly and respond more effectively to changing business and economic conditions than us. Furthermore,
competition may lead competitors to substantially increase their advertising expenditures and promotional
activities or to engage in irrational or predatory pricing behavior. We cannot assure you that we will be able to
compete effectively against current and future competitors or that third parties will not actively engage in
activities, whether legal or illegal, designed to undermine our brand and product quality or to influence consumer
confidence in our products.
Additionally, the competitive nature of our selling environment may be intensified and our market share may be
eroded if new market entrants, in particular those with established consumer distribution networks such as
operators of supermarkets, hyper-marts and minimarket chains, decide to compete with our products by
introducing their own “private label” products, or, if they already possess such competing “private label”
products, they may decide to boost their sales and marketing efforts for such products.
Increased competition may result in price reduction, loss of market share, decline in sales and greater operating
costs, which could have a material adverse impact on our business, results of operations, financial condition and
prospects.

Our performance and sales of our products may be materially and adversely affected if we fail to effectively
promote our brands.
Our “MamyPoko”, “Charm” and “Lifree” brands are leading brands for hygienic disposable products in
Indonesia. Our brand image and the strength of our brands can influence consumers’ decisions in purchasing our
products and we believe the reputation and market recognition of our brands is one of the significant contributing
factors to our success. Our business and market positions largely depend on our ability to successfully promote
our brands and our brand image. We promote and enhance our brand image through marketing and advertising
methods, including television commercials, advertisements, in-store marketing and promotional activities,
merchandising materials, social media campaigns and industrial promotional exhibitions. These marketing
strategies, in particular television commercials, play an important role in building up our brand image.
Our advertising and marketing expenses (which forms a part of our selling expenses) as a percentage of net
revenue were 1.3%, 1.1%, 1.6%, 1.2% and 1.4% for the years ended December 31, 2016, 2017, 2018 and the six
months ended June 30, 2018 and 2019, respectively. Our advertising and marketing expenses may increase due to
competition. We cannot assure you that our marketing and promotional activities will remain effective. If market
conditions change and if we fail to promote and enhance the image of our brands to adapt to such changes, our
reputation would be adversely affected and the demand for our products may decline or fail to increase to the
degree we have expected. As a result, we would lose our competitive advantages. In addition, as we advertise our
products, we could be the target of claims relating to alleged false or deceptive advertising under applicable laws
and regulations or face restrictions on our advertisements of our products. Any of the foregoing could have a
material adverse effect on our business, results of operations, financial condition and prospects.

Our efforts to innovate and develop our products may not be successful.
The markets for our products are characterized by the frequent introduction of new products, improvement of
existing products and other innovations. As such, one of our key business strategies is the development of new
products and brands to complement our existing product lines and the improvement of existing products to
maintain our position in the competitive hygienic disposable products market. For the years ended December 31,
2016, 2017, 2018, and the six months ended June 30, 2018 and 2019, we spent Rp.10,353 million,
Rp.7,456 million, Rp.10,073 million (U.S.$0.7 million), Rp.4,597 million and Rp.1,367 million (U.S.$0.1
million), respectively, on research and development efforts. Our recent innovative products include MamyPoko
Royal Soft, our pants-type diaper product and Charm Cooling Fresh, our new feminine care product, both of
which were launched in 2018 and are aimed at the premium price segment. In 2019, we introduced MamyPoko
Slim, our pants-type diaper product, which is an improvement from MamyPoko Extra Dry whereas, MamyPoko
Slim is slimmer than MamyPoko Extra Dry but with the same absorbency capacity.
The development of products can be complex, uncertain and costly. While we intend to continue to introduce
new and improved products, our ability to successfully develop new products and improve existing products can
be affected by many factors beyond our control, such as consumers’ and retailers’ acceptance, the actions of our

17
competitors, as well as our ability to meet the relevant regulatory standards and requirements. We also rely on
our significant shareholder, UC Japan, in connection with product developments and technological innovations.
See “—We rely heavily on our significant shareholder, UC Japan.”
We incur development costs in introducing innovative products and technologies, and the introduction of a new
or improved consumer product often requires expenditures for advertising and marketing to gain recognition in
the relevant market and/or to maintain our relative market position. The failure to successfully translate market
trends into attractive product offerings may result in us being unable to recover development, production and
marketing costs of unsuccessful new products or maintain the quality of our products in the future. This would
adversely affect our market share, financial condition and overall profitability and financial performance.
There can be no assurance that we will always be successful in developing innovative or improved products and
technologies necessary to compete successfully in the market or that we will be successful in advertising and
marketing its products and/or launching them in a timely manner. Failure of any of our new brands or new
products could lead to wasted resources, lower profit margins, and adversely affect our business, results of
operations, financial condition and prospects.

We may be unable to effectively manage our distribution network.


Aside from our limited direct sales to an operator of a nation-wide minimarket chain, all of our products are
distributed to wholesalers and retailers, for further on-sale to consumers, by our distributors within our
nationwide distribution network. Our distributors purchase our products as principal, at pre-set purchase prices,
and on-sell them to retail and wholesale customers, at pre-set selling prices that we determine, through various
trade channels. We do not own or franchise any distributors. As at June 30, 2019, our distribution network
consists of 108 independent, third party distributors who own an aggregate of 342 distribution centers. Sales to
our top ten distributors accounted for 62.7%, 59.1%, 59.3% and 58.0% of our gross revenue for the years ended
December 31, 2016, 2017 and 2018, and for the six months ended June 30, 2019, respectively. See “Business—
Distribution, Marketing and Sales.”
Effective from August 31, 2019, our largest distributor at the time, PT. Unirama Duta Niaga, terminated its
distribution agreement with us, effectively ceasing our distribution arrangement with it. In the past, we were
heavily reliant on PT. Unirama Duta Niaga for the distribution of a significant portion of our products. Sales to
PT. Unirama Duta Niaga alone accounted for 27.7%, 25.4%, 21.9% and 20.7% of our gross revenue for the years
ended December 31, 2016, 2017, 2018 and the six months ended June 30, 2019, respectively. Such sales were
primarily in the modern trade channel. While we have appointed new distributors to take up the proportion of our
products formerly distributed by PT Unirama Duta Niaga, there is no assurance that such distributors will be able
to absorb the excess products formerly taken by PT Unirama Duta Niaga in a timely manner or at all, or that they
will be able to successfully market and sell our products. If there is a delay in distribution of our products due to
changes in our distributors or such distributors are unsuccessful in distributing our products, this may lead to a
significant reduction in our sales and our business, results of operations, financial condition and prospects may be
materially and adversely affected. See “Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Recent Developments.” Furthermore, as at September 30, 2019, PT Unirama Duta Niaga
had outstanding trade receivables owed to us in the amount of Rp.291,775 million, or 14.56% of our total trade
receivables. We are currently under discussion with PT Unirama Duta Niaga on collection, but there is no
assurance that such collection can be made in a timely manner or at all, or can be made without incurring
significant costs and efforts. If we encounter significant delays or obstacles in collection of amounts owing from
PT Unirama Duta Niaga, or are otherwise unable to recover our trade receivables from it, our business, results of
operations, financial condition and prospects may be adversely affected.
Additionally, our significant reliance on our distributors as a whole to distribute our products means that their
sales performance and their ability to expand their business and sales networks are crucial to the future growth of
our business. The requirements we impose on local distributors may affect their willingness to enter into
distribution agreements with us. For example, we do not allow local distributors to distribute competing brands.
Furthermore, since we generally enter into short-term distribution agreements, usually for terms of one year,
there can be no assurance that such agreements will be renewed on terms that are acceptable to us or at all.
Furthermore, certain of our distribution agreements may have expired, even though we continue to have
distributor relationship with them. Finally, some of our distributors may have stronger bargaining positions than
others and may be in a position to demand lower prices or other preferential treatments, which may lead to
reduced profitability for us. Any of the foregoing could materially and adversely affect our business, results of
operations, financial condition and prospects.
Furthermore, we have limited ability to manage the activities of our distributors. We cannot assure you that our
distributors will at all times strictly adhere to the terms and conditions of their distribution arrangements or that
they will not compete with each other for the market share of our products, which may in turn, have a material

18
adverse effect on our business. Failure to adequately manage our distributors or non-compliance by our
distributors with our distribution arrangements could harm our corporate image and disrupt our sales.
Furthermore, if our distributors violate applicable laws or otherwise engage in illegal practices, with respect to
their sales and marketing of our products, we could be liable for legal actions taken against them and be required
to pay damages or fines. In addition, our brand and reputation, our sales activities or the price of our products
could be adversely affected if we become the target of any negative publicity as a result of any improper action
taken by our distributors.

We may encounter difficulties in expanding our distribution network.


As part of our business strategy, we plan to expand our distribution network in Indonesia and other regions and
countries in order to boost our business growth. We plan to increase access to direct and indirect outlets in the
next three years through increased cooperation with distributors and retailers. However, the success of our
distribution expansion plan is subject to, among other things:
• our ability to hire, train and retain skilled marketing, sales and managerial personnel for the sale and
distribution of our products;
• the existence and availability of suitable regions and locations for our expansion, in particular for the expansion
of our products;
• our ability to identify and negotiate favorable terms with distributors;
• the availability of adequate management and financial resources;
• the availability of suitable distributors;
• our ability to adapt our logistics and other operational and management systems to an expanded distribution
network; and
• our ability to align the distributors’ interests with our own.
Accordingly, we cannot assure you that we will be able to implement our expansion plan effectively or recruit
sufficient new distributors and marketing and sales personnel for the distribution of our products. If we encounter
difficulties in expanding our distribution network, our growth prospects would be limited, which would in turn
have a material adverse effect on our business, results of operations, financial condition and prospects.

We may face risks associated with our trade channels.


We are also dependent on sales made through the general trade channel and we plan to increase the distribution
of our products through this channel. Sales made through this channel accounted for 37.9%, 42.5%, 56.3% and
56.6% of our domestic sales for each of the years ended December 31, 2016, 2017, 2018, and the six months
ended June 30, 2019, respectively. If there is a shift of consumers from the general trade channel to the modern
trade channel, modern trade distribution may become more significant at the expense of general trade
distribution. General trade and modern trade distribution have different distribution costs and trade conditions.
For example, due to their size, modern trade distributors may have more bargaining power to request for longer
credit terms and volume discounts, among others. Due to such differing distribution costs and trade conditions,
we cannot assure you that we can continue to maintain or increase our profitability if there is a reduction in sales
volume generated by our general trade channel. A reduction in sales volume generated by our general trade
channel could have a material adverse effect on our business, results of operations, financial condition and
prospects.

Any failure to maintain effective quality control systems in relation to our supplies, procurement and
production could have a material adverse effect on our business and operations.
The quality of the products we sell is critical to our success. Maintaining consistent quality depends significantly
on the effectiveness of our quality control systems, which in turn depends on a number of factors, including the
design of our quality control systems and our ability to ensure our employees adhere to those quality control
policies and guidelines. Our quality control systems mainly consist of quality control measures for procurement
of raw materials and production. However, there can be no assurance that our quality control systems will prove
to be effective at all times. Any significant failure or deterioration of our quality control systems could have a
material adverse effect on our reputation, business, results of operations, financial condition and prospects.

We may face environmental risks.


As a product manufacturer, we are expected to abide by certain environmental standards in Indonesia as
prescribed by the prevailing environmental regulations. These standards include the handling, temporary storage

19
and disposal of air pollution, C02 emissions, effluent emissions and waste matter. There can also be no assurance
that our business will not cause environmental damage, and if any such environmental damage is discovered, we
may incur penalty, damage and compensation or remediation costs, which may adversely affect our results of
operations. Any such environmental issues may also lead to disputes or legal proceedings, or otherwise have a
negative impact on our reputation or our relationship with communities neighboring those of our manufacturing
sites, which may negatively impact our business.
Although we believe there is no significant negative impact on our business performance or financial position
from current environmental laws and regulations, there is the possibility that future legal or regulatory
restrictions may affect our business performance. The enactment of any such laws could have a material adverse
effect on our business. In addition, environmental laws and regulations, and their interpretations, are constantly
evolving and it is impossible to predict accurately the effect that changes in these laws and regulations, or their
interpretation, may have upon our business, results of operations, financial condition, and prospects. For
example, pending and proposed legislation and regulation in the Indonesia and elsewhere may increase the
possibility that our production facilities will in the future be impacted by regulation or taxation limiting
pollutants excreted by our production facilities. If such legislation and regulation were enacted, this could result
in additional costs and expenses, increases in costs of raw materials and energy, limitations on raw materials and
energy source and supply choices and other compliance costs. If environmental laws and regulations, or their
interpretation, become more stringent, the costs of compliance could increase. If we cannot pass along future
costs to our customers, any increases could have a material adverse effect on our business, results of operations,
financial condition, and prospects. Furthermore, if any new legislation or regulations imposing the limitations on
amounts of permitted household wastes were to be implemented, our consumers’ usage level of our disposable
products may decrease, as higher usage of our products means more household waste to dispose. This could have
a material adverse impact on our business, results of operations, financial condition and prospects.

If we are unable to hire or retain key personnel or are unable to attract and retain qualified personnel, our
business operations may be adversely impacted.
Our business depends on our ability to attract and retain key personnel who are highly experienced in the
consumer goods industry. We compete for such personnel with other foreign and domestic companies. In
particular, we are heavily dependent upon our senior management in relation to their expertise in our industry
and product development personnel for development of new products and enrichment of product offering. Our
management team consists of experienced and qualified professionals, most of whom have been with the
Unicharm Group for extensive periods of time, with significant experience in relation to establishing, managing
and operating consumer businesses. The departure of any of our senior management or the inability to hire or
retain managers and other highly skilled personnel could materially and adversely affect our business, results of
operations, financial condition and prospects.

We make substantial purchases of raw materials in U.S. dollars, which exposes us to risks resulting from
exchange rate fluctuations.
Although we present our consolidated financial statements in Indonesian Rupiah, we make substantial purchases
of raw materials in U.S. dollars. In addition to sourcing from domestic suppliers, we also currently purchase
some raw materials from certain overseas suppliers whereas for certain other materials, we procure
predominantly from overseas sources. These transactions with overseas sources are generally conducted on a
U.S. dollar basis. For the years ended December 31, 2016, 2017, 2018 and for the six months ended June 30,
2019, 36.0%, 34.2%, 36.5% and 33.3% of our purchases of raw materials and packaging were denominated in
U.S. dollars, respectively. Volatility and fluctuations in the U.S. dollar/Indonesian Rupiah exchange rate may
also cause volatility in our raw materials costs (including further increasing the cost of our petroleum-based raw
materials, since the reference currency for crude petroleum is the U.S. dollars), and in turn, our profitability could
suffer as a result.
To manage our foreign currency exposure, we purchase foreign currencies that will be needed to avoid exposure
to short-term exchange rate fluctuations and to maintain sufficient relevant foreign currency cash to cover our
maturing obligations. We have also entered into certain foreign exchange forward agreements and cross currency
swap agreement to further manage our foreign currency exposure. See “Management’s Discussion and Analysis
of Financial Condition and Results of Operations—Indebtedness—Foreign Exchange Forward Contracts and
Cross Currency Swap Agreements” for more information. However, there is no assurance that such measures will
be sufficient to protect our exposure to significant fluctuations in exchange rates. Our inability to manage our
exposure to foreign exchange rate fluctuations could have a material adverse effect on our business, results of
operations, financial condition and prospects.

20
We rely heavily on our significant shareholder, UC Japan.
Because of the emphasis on product innovation in the markets for our products, many of which are subject to
frequent technological innovations, patents, trademarks and other intellectual property are important competitive
factors for us. We do not own any of the intellectual property rights to any of our brands that we use in our
business, including our “MamyPoko”, “Charm” and “Lifree” brands, which are owned by UC Japan. We also
rely heavily on certain patents, trade secrets and production technology and know-how developed by UC Japan
for the manufacturing of our products as well as on UC Japan’s marketing and branding know-how for packaging
and marketing our products. Certain of such manufacturing technologies include technologies relating to the
production of non-woven absorbent fiber, to the design of baby and adult diapers and certain other products, and
to the manufacturing processes used in manufacturing such products. All intellectual property rights in relation to
such trademarks, patents, trade secrets, production technology and marketing and branding know-how are owned
by UC Japan. We rely exclusively on license agreements with UC Japan and other member of the Unicharm
Group to utilize such intellectual property rights owned by them. See “Related Party Transactions—License
Agreements between the Company, UCNWI, UC Japan and other members of the Unicharm Group” for details.
The license agreement with UC Japan is valid for a period of three years and is automatically renewed for a
period of another two years, unless terminated earlier. There is no assurance that UC Japan will be satisfied with
our performance under such license agreement and that it will not seek to terminate the licensing agreement, or
that we will be able to renew the licensing agreement on the same or similar terms, or at all. Moreover, UC Japan
may modify the terms of the licensing agreement upon renewal to make them less favorable to us, such as
increasing the amount of royalties payable to them under such agreement. If any of the foregoing occurs or if we
fail to renew any of them upon their expiration, our business, results of operations, financial condition and
prospects will be materially and adversely affected.
Furthermore, there is no assurance that UC Japan will continue to own the trademarks and other intellectual
property rights to the licensed brands under the license agreement. If the trademarks and other intellectual
property rights under the license agreement expire, or are transferred to another third party, we may lose the right
to use such trademarks and other intellectual property rights in the design and manufacturing of our products.
The strength and value of our brands also depends in part on UC Japan and its reputation. If UC Japan were to
experience any financial or other difficulties or if there is a decline in the popularity or image of UC Japan or its
products, this in turn could adversely impact its existing arrangements with us.
In addition, our relationship with UC Japan also allows us to benefit from UC Japan’s bargaining position in
purchasing certain key materials at competitive prices. UC Japan assists us in price negotiations with our
suppliers with the aim of enjoying greater economies of scale through broader group bulk purchasing. Without
such assistance, our cost of raw material may rise. Any such events could have a material adverse effect on our
business, results of operations, financial condition and prospects.

Negative publicity regarding the safety of hygienic disposable products could affect our sales, reputation and
profitability.
Selling consumer products involves a number of reputational, regulatory, legal and related risks regarding the
safety of such products. As a manufacturer and purveyor of hygienic disposable products, we are susceptible to
adverse publicity regarding the quality or safety of our products and the raw materials used in our products.
Safety defects, including product contamination, product tampering, negative health effects or other adulteration,
regardless of whether they actually occur or are merely rumored and regardless of whether they implicate our
own products or those of our competitors, could have a negative impact on our business due to adverse publicity,
damage to our reputation and loss of consumer confidence in our products, which may in turn adversely affect
our sales. Regulatory investigations, whether or not they directly involve us, and new regulatory measures
regarding the safety and quality of consumer products that affect our product categories could also adversely
affect our business, results of operations, financial condition and prospects.
We could also be adversely affected if consumers were to lose confidence in the safety of certain of our raw
materials. This negative perception may include publicity regarding the health risks or potential negative effects
of certain of our raw materials in general, of other companies’ branded products or of our products specifically.
Regulations motivated by concerns over health, safety or lifestyle issues that implicate our products categories or
key ingredients may also adversely affect our business, results of operations, financial condition and prospects.
Negative perceptions concerning the safety of hygienic disposable products, including ours, could influence
consumer preferences and discourage acceptance of some of our products. In turn, this could decrease demand
for our products and adversely affect our business, results of operations, financial condition, and prospects.

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Delays in delivery by us, or the independent third-party logistics providers retained by us, may affect our sales.
Our ability to deliver our products on time is an important factor in attracting new distributors and retaining
existing distributors, as on-time delivery is particularly important to large wholesalers or retailers. We source our
transportation logistics management relating to the transportation and delivery of our products to certain third
party logistic providers, which makes the necessary arrangements for the delivery of our products to our
distributors and customers. The vast majority of the products are delivered by road (within Java) or by sea
(outside Java), and we bear the transportation costs of delivery of products from our plants to the warehouses of
our distributors or customers.
Transportation could be interrupted due to unforeseen events and could delay the delivery of our products to
distributors or customers. Delivery disruptions may occur for various reasons beyond our control, including poor
handling by our logistics provider, transportation bottlenecks, adverse weather conditions and natural disasters or
social unrest and labor strikes, which could result in delayed or lost deliveries, and may result in loss of revenue
and damage to our reputation.
In addition, any significant increase in the cost of transportation, such as increased fuel cost, will increase our
operating expenses. Distributors may also experience interruptions or delays in the delivery of products to
wholesalers or retailers due to factors not within our control, which could adversely affect us indirectly. Any
delay or lost deliveries may result in loss of revenue, payments of compensation to customers and damage to our
reputation, and may materially and adversely affect our business, results of operations, financial condition and
prospects.

We cannot ensure that we will continue to have access to sufficient quantities of raw materials and our results
of operations are exposed to fluctuations in raw material prices.
We are dependent upon the availability of raw materials for the manufacture of our products. Our key raw
materials are pulp, non-woven fabrics, polymer materials and packaging materials. The relative percentage of
these materials varies by product. Raw materials used accounted for 80.1%, 80.2%, 81.1% and 83.3% of our cost
of revenue for the years ended December 31, 2016, 2017 and 2018, and the six months ended June 30, 2019,
respectively. Therefore, our production costs and profitability depend, in part, on our ability to source and
maintain a stable and sufficient supply of raw materials at acceptable prices. Significant increases in prices for
these materials could adversely affect our profits as existing competitive pressure makes it very difficult for us to
pass on such increased costs to our consumers. If we are unable to obtain raw materials in the price, quantities
and of a quality that we require, our volume and/or quality of production will decline, which in turn may have a
material adverse effect on our results of operation.
The raw materials we use are subject to price volatility due to a number of factors that are beyond our control,
including, but not limited to, the availability of supply (including supplier capacity constraints), general
economic conditions, weather condition, commodity price fluctuations (particularly of crude oil), currency
fluctuations, demand by other industries for the same raw materials, the availability of complementary and
substitute materials, changes in governmental policies and programs, taxes and tariffs and other unforeseen
circumstances. In particular, a proportion of our products contain certain materials that are principally derived
from petroleum, such as polymer materials. As a result, the cost of production of these raw materials is affected
by international and domestic prices of crude oil and refined petroleum products. Therefore, our business, results
of operations, financial condition and prospects may be influenced by market prices for crude oil and other
refined petroleum products which are subject to the forces of supply and demand in international, regional and
domestic markets, as well as other factors beyond our control. In recent years, the prices of crude oil and
petroleum products have fluctuated widely and will likely continue to be subject to volatility and uncertainty.
In order to better control our exposure to price changes in raw materials, in particular for polymer materials, we
have put in place certain risk mitigation measures. For example, for certain of our contracts for raw materials, we
determine six months in advance the purchase price for such raw materials with the respective suppliers. Such
price will be fixed for the next six months period, regardless the changes in the prices of commodities. Despite
our efforts, there can be no assurance, however, that we will continue to mitigate our exposure to volatility in raw
material prices or that such arrangements will continue to be available to us on commercially reasonable terms or
will effectively address the risks relating to fluctuations in raw material prices. Our inability to manage such
exposure could have a material adverse effect on our business, results of operations, financial condition and
prospects.
For the years ended December 31, 2016, 2017 and 2018, and the six months ended June 30, 2019 purchases made
from our top ten suppliers accounted for 51.9%, 51.8%, 56.7% and 55.7%, respectively, of our cost of revenue.
Our largest supplier of raw materials for 2017 and 2018 is PT. Itochu Indonesia, which supplies non-woven

22
fabrics, and accounted for 10.6% and 11.6%, respectively, of our cost of revenue for the years ended
December 31, 2017 and 2018. Our largest supplier of raw materials for the six months ended June 30, 2019, is
PT. Nippon Shokubai Indonesia, which accounted for 11.7% of our cost of revenue for that period. If any of our
largest suppliers is unable or unwilling to supply raw materials to us at commercially acceptable terms, or at all,
or if any of them is ordered by relevant regulatory authorities to change, suspend construction or production or
close relevant production plants as a result of any past, or future illegal operations, or any past or future
non-compliance with relevant laws, rules, or regulations, resulting in inadequate, delayed or suspended supply of
raw materials to us, or if there is any material adverse change in the business, results of operations, financial
condition or prospects of any of them, we may be unable to find alternative sources of similar quality at the same
price level offered by them or at otherwise commercially acceptable terms in a timely manner, or at all, all of
which would disrupt our operations and adversely affect our business, results of operations, financial condition
and prospects.
In addition, although we generally endeavor to procure our raw materials from multiple suppliers for certain raw
materials such as polymer materials, we purchase such raw material from only three suppliers and we have a
long-term dependency on one of them, as currently it is the only supplier able to match both our required
technical specifications and scale of production. We are in the process of sourcing other suppliers for polymer
materials to reduce our dependency on one such supplier, but there is no assurance that we will be able to
successfully find other suitable suppliers in a timely manner, or secure a favorable pricing and other
arrangements. In the absence of alternative suppliers for polymer materials, we may face difficulties in
purchasing those raw materials if our relationship with such suppliers deteriorates or if the supplier themselves
face financial and operational difficulties.

We may be affected by product recall or liability claims or otherwise be subject to adverse publicity.
We, like other consumer goods manufacturers, may face product liability claims, although we have not faced any
such claims to date. We may need to recall some of our products if they were to become contaminated,
adulterated, misbranded, or if they were tampered with. A widespread product recall or market withdrawal may
also result in significant losses due to the cost of conducting a recall, including the destruction of product
inventory, and loss of sales due to unavailability of the affected product for a period of time. We may also be
liable if the use of any of our products were to cause injury or any negative health effects. This may result from
tampering by third parties or product contamination or degeneration, including the presence of foreign
contaminants, chemical substances or other agents or residues during the various stages of the procurement,
production, transportation and storage processes. Such illegal or harmful substances that we are not able to detect
or identify using our standard procedures may exist in the raw materials or may be brought into the production
process due to failure of our employees to follow our production standards, or may result from improper handling
during transit or by distributors or retailers.
We have set up a framework to promptly investigate claims regardless of their impact to ensure reliability of our
products is not affected. However, there can be no assurance that any adverse publicity of this nature will not
occur or that any significant claims will not be made in the future. Although we take particular care to ensure that
the quality of the products we manufacture is high through the implementation of rigorous internal safety and
quality criteria, there can be no assurance that unexpected quality problems will not occur.
In the event that our products are found to be unfit for consumer use or to cause any negative health effects, we
may also be subject to regulatory investigations and be required to compensate affected parties. In addition,
adverse publicity about health and safety concerns, whether unfounded or otherwise, may discourage consumers
from buying our products. Even if a product liability claim is unsuccessful or is not fully pursued, the negative
publicity surrounding any assertion that our products caused personal injury or illness may adversely affect our
reputation and our brand image and in turn, adversely affect our business, results of operation, financial condition
and prospects.

Our business operations could be disrupted if our information technology systems fail to perform adequately.
The efficient operation of our business depends on our information technology systems. We utilize our Global
Standard System (the “GSS”), a proprietary system which we license from UC Japan, to effectively manage our
business, including procurement of raw materials, production process, order entry and fulfillment, inventory
control, monitoring, billing, sales, finance and accounting and other business processes. The failure of our
information technology systems to perform as we anticipate could disrupt our business and could result in
transaction errors, processing and inventory management inefficiencies, and loss of sales, causing our business
and results of operations to suffer. In addition, our information technology systems may be vulnerable to damage
or interruption from circumstances beyond our control, including fire, natural disasters, systems failures, security

23
breaches, and viruses. Any such damage or interruption could have a material adverse effect on our business and
results of operations.
While we do maintain centralized backup data storage facility and business continuity planning, there can be no
assurance that any such failure, damage or interruption would not have a material adverse effect on our
operations and thereby our business, results of operations and financial condition.

Disruption of our production or storage facilities or other operational risks could have an adverse effect on
our business, results of operations and financial condition.
As at June 30, 2019, we have four production facilities located across the Java Island. Should a disruption occur
at one or more of our production plants, in particular at our Karawang factories, we could experience temporary
shortfalls in production or an increase in our cost of revenue or distribution expenses, which could have an
adverse effect on our business, results of operation, financial condition and prospects.
Our operations are subject to production limitations such as capacity constraints, mechanical and systems
failures, construction and equipment upgrades and delays in the delivery of machineries, any of which could
cause suspension of production and reduced output. Damage or disruption to our manufacturing capabilities due
to weather, natural disaster, fire or explosion, terrorism, pandemics, strikes, repairs or enhancements at our
facilities, disruptions of utility services, failures of equipment, or similar reasons, could impair our ability to
manufacture our products. Some of these events could also result in environmental pollution, personal injury or
wrongful death claims and other damage to our properties or the properties of others.
Scheduled and unscheduled maintenance programs may also affect our production output. We carry out routine
maintenance of our production equipment and major maintenance work during the “Idul Fitri” period.
Furthermore, we cannot assure you that disruptions of our production due to equipment or facility failures or
power outages leading to a material or prolonged stoppage of our production will not occur in the future. If the
capacity of one or more production facility is reduced or the manufacturing of material products is suspended for
a prolonged period and we are unable to shift sufficient production to other facilities or if we are unable to run
our production plants at our typical utilization rates because of a disruption to our raw material supplies or
otherwise, we may not be able to fulfill our product delivery obligations and we could be exposed to claims for
damages and suffer reputational harm, which could have a material adverse effect on our business, results of
operations, financial condition and prospects.
Similarly, we own four warehouses and also utilize external third party warehouses in Indonesia. A substantial
amount of our inventory, including raw materials and finished goods, is stored at our warehouses in Karawang.
Loss, damage and/or disruption to any of our warehouses or inventory due to weather, natural disaster, fire,
terrorism, pandemics, strikes, disruptions of utility services, failures of equipment, or other similar reasons, could
affect our ability to deliver orders to our distributors. We cannot assure you that loss, damage and/or disruptions
to any of our warehouses or inventory will not have an adverse effect on our business, results of operations,
financial condition and prospects.

We or UC Japan may be unable to adequately protect our intellectual property rights.


We consider the intellectual property rights owned by UC Japan which we utilize in our business, particularly the
trademarks that are used in connection with its products and the patents, production technology and trade secrets
of proprietary formulas and production processes, to be a significant and valuable aspect of our business. See
“Business—Intellectual Property” for details.
While we and UC Japan are not aware of any actual or potential significant impairment of, or adverse claim to,
UC Japan’s right to, or our ability to use such technologies, any interference in UC Japan’s rights to use such
technologies could make us vulnerable to increased competition in respect of the products that utilize the relevant
technologies or could lead to a loss of expected revenue, which may have a material adverse effect on the
Company’s results of operations and financial condition. All the material trademarks relating to our brands and
products have been registered with the Directorate General of Intellectual Property (the “DGIP”). However, third
parties may challenge our rights to use the trademarks under registration and we could incur substantial costs in
defending any such claims relating to our trademarks.
We and UC Japan also rely on contractual arrangements and legal protections to protect our intellectual property
rights. We employ a combination of contractual restrictions in agreements, such as confidentiality obligations,
with employees, third party contractors and other entities to which we disclose any of our proprietary
information, including raw materials and production formulas. Any breach of confidentiality by our employees,
third party contractors or any other entities having access to our formulas and other trade secrets could result in
third parties, including our competitors, gaining access to such formulas and trade secrets. If our competitors are

24
able to successfully imitate our proprietary formulas and/or our products while managing to provide comparable
products at competitive prices, our market share may decrease. In addition, intellectual property-related laws and
their implementation in Indonesia are still developing, which results in a degree of uncertainty as to interpretation
and enforcement and which may limit the legal protections available to us. In the event that the protection
afforded by law does not adequately safeguard our trade secrets and other intellectual property rights, we may
suffer significant losses in revenues, and our business, results of operations, financial condition and prospects
could be materially and adversely affected.
Counterfeiting and imitation of popular consumer and branded products occurs from time to time in Indonesia.
This is often conducted through a process of reverse engineering, which is a common counterfeiting method used
in Indonesia. We have not experienced any issues with other companies counterfeiting our brands or trademarks.
However, we cannot assure that we will be able to promptly detect the presence of counterfeited products in the
market, or that our anti-counterfeiting measures in general will prove effective in preventing counterfeiting and
imitation.
As with all businesses in the consumer products industry, we are also unable to assure that counterfeiting and
misuse of our brands or trademarks will not occur in the future and, if it does occur, that we will be able to detect
and deal with it effectively. Any occurrence of counterfeiting, imitation or misuse of our brands or trademarks
could negatively impact our reputation, and lead to loss of consumer confidence in our brands. In addition,
counterfeit and imitation products could result in a reduction of our market share and result in an increase in our
costs in respect of detection and prosecution. Additionally, there is also the possibility that we may be
unknowingly infringing upon the intellectual property rights of a third party, which may lead to large
compensation claims or limitations imposed on our business.
Policing unauthorized use of intellectual property rights is difficult and sometimes practically infeasible, and
there is no assurance that the steps we currently take will prevent misappropriation or infringement of intellectual
property rights we currently utilize. The occurrence of any of these factors above may negatively affect our
business, results of operations, financial condition and prospects.

Changes in regulations or failure to comply with existing regulations could have a material adverse effect on
our business.
Our business activities are subject to extensive regulation by various Indonesian Government agencies, including
the Ministry of Health, the Ministry of Trade, the Ministry of Industry, the Indonesia Investment Coordinating
Board (Badan Koordinasi Penanaman Modal (“BKPM”)) and the Ministry of Environment and Forestry. For
more information on regulations applicable to our business, see “Regulatory Overview.”
The manufacturing, marketing and distribution of consumer goods are subject to regulations that are generally
becoming more complex and stringent. Those regulations control matters such as safety, raw materials,
advertising, specific matters regarding relations with distributors, health and safety and the environment. We are
also regulated as to our licensing requirements, trade and pricing practices, and tax matters. For example, we are
required to register our baby care, feminine care and adult incontinence products with Government authorities.
Any suspension or revocation of these licenses, permits and approvals may have an adverse impact on our
business.
In addition, we cannot assure you that licenses or permits necessary for our business operations will be granted to
or renewed by us in a timely manner, or at all. The need to comply with new or revised tax, environmental,
product safety or other laws or regulations, new or changed interpretations or enforcement of existing laws or
regulations or new requirements from increasing regional autonomy, may have a material adverse effect on our
business and results of operations. Further, if we are found to be non-compliant with applicable laws and
regulations in these areas, we could be subject to civil remedies, including fines, injunctions, or recalls, as well as
potential criminal sanctions, any of which could have a material adverse effect on our business.
The loss of or failure to obtain, renew or comply with any or all of our licenses and permits could materially and
adversely affect our business. Moreover, changes in existing laws aimed at imposing more stringent standards
may cause us to incur additional compliance costs, which could have an adverse impact on our financial position.
Regulatory investigations, whether or not they directly involve us, and new regulatory measures regarding the
safety and quality of consumer products that affect our product categories could also adversely affect our
business, results of operations, financial condition and prospects.

Our operations are concentrated in Indonesia and we are subject to developments in Indonesian economy.
We operate almost exclusively in the Indonesian market and our success is therefore closely tied to general
economic, social and political developments in Indonesia and cannot be offset by developments in other markets.

25
Our business is significantly affected by general and local retail market and economic conditions outside our
control. Negative developments in or the general weakness of the Indonesian economy, in particular increasing
levels of unemployment, or social or political instability or change, may have a direct adverse impact on the
spending patterns of our consumers, in terms their usage level which translates to the amount of products they
purchase.
Weak economic conditions in Indonesia have, in the past, caused the retail industry to suffer as consumers
reduced their consumption of discretionary items, and may do so again in the future. Uncertainties regarding
future economic prospects may also affect consumer spending habits, as consumer purchases of discretionary
items generally decline during periods of economic uncertainty.
The following, which is not meant to be comprehensive, historically have had, and could have, a material adverse
effect on Indonesian consumer spending patterns:
• domestic, regional or global economic changes;
• declines in the size of Indonesia’s middle class or the disposable income of the middle class;
• increased inflation in Indonesia;
• increases in property prices or rents that reduce disposable income;
• changes in global commodity prices;
• changes in taxation and zoning laws; and
• adverse government regulations.
Any decline in consumer’s spending may impact us as follows: it may become (i) more difficult for us to
promote customers’ increase the usage level of our products or to increase the sales of our premium product
segments, (ii) more likely that a certain number of our existing consumers who currently uses our premium
products will switch to our lower end products, or will reduce their usage level, and (iii) more difficult to
maintain or increase revenue. Therefore, a weak economy and negative economic, social and/or political
developments in Indonesia may jeopardize our growth targets and could limit its future prospects.

Legal disputes or proceedings could expose us to liability, divert our management’s attention and negatively
impact our reputation.
We may from time to time be involved in legal disputes or proceedings (actual, pending or threatened) during the
ordinary course of business operations relating to, among other things, product or other types of liability,
employees’ claims, labor disputes or contract disputes that could have a material and adverse effect on our
reputation, operations and financial condition. If we become involved in any material or protracted legal
proceedings or legal disputes in the future, the outcome of such proceedings may be uncertain and could result in
settlements or outcomes which may adversely affect our reputation, operations or financial condition.
In addition, the costs related to litigation proceedings may be significant and may take significant time from and
attention of our management, and divert their attention from the business and operations. Even if such
proceedings result in a positive outcome, any negative publicity surrounding any assertions against our business
or products may adversely affect our reputation and we may have to bear part or all of our advisory and other
costs to the extent they are not reimbursable from other litigants, insurance or otherwise, which could have a
material adverse effect on our business, results of operations, financial condition and prospects.

Increases in our costs and expenses could adversely affect our operating results.
As we are unable to influence price trends directly, our competitiveness and long-term profitability are, to a
significant degree, dependent upon our ability to reduce costs and maintain low production costs and efficient
operations. Our inability to maintain our cost structure and efficiently operate our production may increase our
costs and adversely affect our operating results. Certain costs may increase by reason of external factors beyond
our control, which may also reduce our operating results. Other factors affecting our costs include energy costs,
insurance costs, tax costs, labor costs and employee benefit costs. Energy costs are impacted by the increase in
petrochemical or fuel costs and as these increase, our cost of energy and electricity increases and may negatively
affect our operating results by increasing our production costs. Any significant increase in the cost of
transportation, such as increased fuel cost, will increase our operating expenses.
In addition, inflationary pressures, changes in applicable laws and regulations or other factors resulting in
increased labor costs such as shortage of qualified employees, general inflationary pressure on wages or an

26
increase in national minimum wages or industry or union agreed wages in any of the jurisdictions in which we
operate could increase our labor costs. We had 2,144 employees as at June 30, 2019 and employee costs
accounted for 4.9% of our net revenue for the six months ended June 30, 2019. While we may be able to offset
labor cost increases by increasing productivity per employee, we cannot assure you that such increases in
productivity will be successful. If we are not successful at offsetting labor cost increases or if we are unable to
adjust the pricing of our products to reflect an increase in labor costs, our exposure to higher labor costs may
have a material adverse effect on our business, results of operations, financial condition and prospects.

Our insurance may be insufficient to cover our potential losses and claims and failure to maintain good health
and safety practices may have an adverse effect on our business.
Our operations are subject to various risks inherent in manufacturing operations. Many of these operating risks
concern recklessness and negligence, which could cause personal injury and loss of life, damage to or destruction
of our properties and the properties of others and environmental pollution, and could result in suspension of
operations and the imposition of civil or criminal penalties. We maintain property all risk insurance, covering our
plants, machinery, equipment and vehicles, business interruption insurance as well as product liability insurance
for our products.
We use heavy machinery and equipment such as filling and packing machinery, which are potentially dangerous
in our operations. Any significant accident caused by the use of such equipment or machinery could interrupt our
operations and result in legal and regulatory liabilities. While we provide personal injury insurance for our
employees and contract workers, our insurance coverage related to accidents resulting from the proper or
improper use of such equipment or tools may be inadequate to offset losses arising from claims related to such
accidents.
There can be no assurance that the level of insurance we maintain is appropriate for the risks to our business or
adequate to cover all potential claims. We also cannot assure you that we will be able to renew our current
insurance policies on commercially reasonable terms at all. Certain types of losses (such as losses resulting from
terrorist activities and wars and other customary exclusions from coverage) are not covered by our insurance
policies and may be either completely or partially uninsurable or not insurable on commercially reasonable
terms. A completely or partially uninsured loss suffered by us could have a material adverse effect on our
business, results of operations, financial condition and prospects. In addition, in the event of claims made against
the insurance policies obtained by us, the premiums for such insurance policies may rise substantially. This will
increase our expenses and adversely affect our profitability which may have a material adverse effect on our
business, results of operations, financial condition and prospects.
Furthermore, we also risk fines or litigation if a health and safety incident would occur. Any disruption of
operations caused by an incident could have a material adverse effect on our business, results of operations,
financial condition and prospects. We are also subject to various laws and regulations relating to health and
safety standards and requirements by national and local authorities in the regions in which we operate. The costs,
liabilities and requirements associated with complying with these existing and future laws and regulations may
be substantial. Our business, results of operations, financial condition and prospects could be adversely affected
if we fail to comply with applicable laws and regulations relating to health and safety.

We face credit risks due to our trade receivables in the ordinary course of business.
There are credit risks associated with our business. As at December 31, 2016, 2017, 2018 and June 30, 2019, our
net trade receivables amounted to Rp.1,593,274 million, Rp.1,585,688 million, Rp.1,789,714 million (U.S.$126.6
million) and Rp.1,768,776 million (U.S.$125.1 million), respectively, representing 45.1%, 42.7%, 43.2% and
40.6% of our total current assets, respectively, and out of these amounts, as at September 30, 2019,
Rp.291,775 million (U.S.$20.6 million based on exchange rate of Rp.14,174 = U.S.$1.00 as of September 30,
2019 for the convenience of the reader. See “Exchange Rates and Exchange Controls”) or 14.56% of our net
trade receivables were owed to us by PT. Unirama Duta Niaga, our former distributor. See “Risk Factors—Risks
relating to our Business and Industry—We may be unable to effectively manage our distribution network.”
Furthermore, our trade receivables that were overdue by three months or more amounted to Rp.79,271 million,
Rp.74,692 million, Rp.157,133 million (U.S.$11.1 million) and Rp.196,412 million (U.S.$13.9 million), as at
December 31, 2016, 2017, 2018 and June 30, 2019 respectively, representing 2.3%, 2.0%, 3.8% and 4.5% of our
total current assets, respectively. Depending on the product, we typically provide credit terms of between 45 days
and 60 days to our distributors and customers. We may also extend credit terms if there is a delay in the delivery
of our products caused by bad weather, natural disasters or other reasons beyond our control. Such extension will
generally be equal to the days of the delay in delivery. If we encounter significant delays or defaults in payment
by our distributors and customers or are otherwise unable to recover our trade receivables, our cash flows from

27
operations may be inadequate to meet our working capital requirements. Our business, results of operations,
financial condition and prospects may be adversely affected.

Changes in the Indonesian tax regimes and unfavorable tax audit findings could adversely affect our results.
We are subject to taxation in Indonesia. Due to economic and political conditions, income tax rates in Indonesia
may be subject to significant change. Our future effective income tax rate could be affected by, among others,
changes in the valuation of deferred tax assets or changes in tax laws or their interpretation. Any change to
existing tax principles could adversely affect our effective tax rate or result in higher cash tax liabilities. If our
effective income tax rate was to increase, our cash flows, results of operations and financial condition would be
adversely affected.
In evaluating the tax position taken in our annual and monthly tax return, our management exercises its judgment
with respect to situations in which the applicable tax regulation is subject to interpretation. Although we believe
that our tax filing positions are appropriate, the final determination of tax audits or tax disputes may be different
from what is reflected in our historical income tax provisions and accruals. For example, during the period
between June 2016 and June 2019, the Company received tax assessment underpayment letters from tax
authorities for the years ended December 31, 2011, 2012, 2013, 2014 and 2015 in the aggregate amount of
Rp.127.4 billion (U.S.$9.0 million). As at June 30, 2019, the Company paid the alleged underpayment of taxes in
the amount of Rp.115.6 billion (U.S.$8.2 million) and filed objections or appeals for tax refunds in the amount of
Rp.133.9 billion (U.S.$9.5 million). As at the date of this Offering Circular, certain of the objections that were
filed to the relevant tax authority had been rejected. We have also appealed a portion of those objections for tax
refunds which have been rejected by the relevant tax authority. As at the date of this Offering Circular, the
appeals are being reviewed by the tax court. There is no assurance that the finding from the tax courts will be in
our favor. Additionally, in September 2019, the Company received tax assessment underpayment letters for the
tax authorities in respect of the year ended December 31, 2016, confirming underpayment of corporate income
tax in the amount of Rp.186.6 billion (U.S.$13.2 million) and underpayment of value added tax and Article 23
withholding tax in the amount of Rp.99.6 billion (U.S.$7.0 million). As of the date of this Offering Circular, the
Company is in the process of filing an objection to the relevant tax authority in relation to the underpayment of
corporate income tax and value added tax in the aggregate amount of Rp.249.2 billion. If such audit and any
future audits find that additional taxes are due, we may be subject to incremental tax liabilities, possibly
including interest and penalties. Any such events could have a material adverse effect on our business, results of
operations, financial condition and prospects.

We may incur substantial additional indebtedness in the future, which could adversely affect our financial
health.
We have continued to enter into short-term and long-term loans with third party financial institutions and with
UC Japan, during our ordinary course of business to finance our operations. As at December 31, 2016, 2017,
2018 and June 30, 2019, the total balance of our short-term loans from third parties and UC Japan was
Rp.990,584 million, Rp.562,641 million and Rp.294,750 million (U.S.$20.8 million) and Rp.283,171 million
(U.S.$20.0 million), respectively, and the balance of our long-term loans from third parties and UC Japan was
Rp.1,932,066 million, Rp.1,945,604 million, Rp.1,884,293 million (U.S.$133.3 million) and
Rp.1,850,252 million (U.S.$130.8 million), respectively. We may from time to time incur substantial additional
indebtedness and contingent liabilities. If we or our subsidiaries incur additional debt, the risks that we face as a
result of our existing indebtedness and leverage could intensify. Substantial indebtedness could have a material
impact on us, including:
• increasing our vulnerability to adverse general economic and industry conditions;
• requiring us to dedicate a substantial portion of our cash flow from operations to servicing and repaying our
indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures
and for other general purposes;
• limiting our flexibility in planning for or reacting to changes in our business;
• limiting our ability to borrow additional funds;
• limiting our ability to pay dividends;
• exposing us to fluctuations in interest rates, as a majority of our loans are at variable rates of interest;
• increasing our inability to maintain our debt covenant ratios; and
• increasing the cost of additional funding.

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In addition, our indebtedness is subject to floating interest rates. Any material fluctuations in interest rates or the
occurrence of a market disruption event, may increase our interest burden and could have an adverse effect on
our ability to service our debt obligations.
We may also be required to refinance our indebtedness in the future. Our ability to refinance indebtedness will
depend upon our financial condition at the time, the restrictions in the agreements governing our indebtedness
and other factors, including general market and economic conditions.
All of our loan facilities with MUFG Bank, Ltd., Jakarta Branch will become due by November 16, 2020, our
Rupiah loan facility with PT Bank BTPN Tbk will become due by December 31, 2019 and our USD loan facility
with PT Bank BTPN Tbk will become due no later than March 31, 2020, in each case, at which point we will be
required to repay our obligations to the respective lenders and such repayment obligations may be significant.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Indebtedness—
Loan Agreements.” Our ability to generate sufficient cash to satisfy our outstanding and future debt obligations
will depend upon our future operating performance, which will be affected by prevailing economic and financial
conditions, business and other factors, many of which are beyond our control. If we are not able to repay such
debt obligations, our business, results of operations, financial condition and prospects could be materially and
adversely affected.

Our ability to obtain additional financing may be limited, which could delay or prevent the completion of one
or more of our strategies.
Due to our business expansion in recent years, we had total current liabilities of Rp.2,680,336 million,
Rp.2,389,796 million, Rp.2,393,796 million (U.S.$169.3 million) and Rp.2,342,822 million (U.S.$165.7 million),
as at December 31, 2016, 2017, 2018 and June 30, 2019, respectively. We have financed our working capital and
capital expenditure needs primarily through cash generated from our operating activities and working capital
bank loans. Our working capital needs and our capital expenditure needs may increase in the future as we
continue to expand our business, and we may have larger net current liabilities in the future which could
constrain our operational flexibility and adversely affect our ability to expand our business. If we do not generate
sufficient cash flow from our operations to meet our present and future financial needs, we may need to rely on
additional external capital for funding. Furthermore, all of our loan facilities with both of MUFG Bank, Ltd.,
Jakarta Branch and PT Bank BTPN Tbk will become due before the end of fiscal year 2019, at which point such
facilities will no longer be available to us. See “Management’s Discussion and Analysis of Financial Condition
and Results of Operations—Indebtedness—Loan Agreements.” Our ability to raise additional capital will depend
on the financial success of our current business and the successful implementation of our key strategic initiatives,
as well as financial, economic, regulatory and market conditions and other factors, some of which are beyond our
control. We may not be successful in raising any required capital on reasonable terms and at required times, or at
all. If we are unsuccessful in raising additional capital or if new capital funding costs are higher than our prior
capital funding costs, our business, results of operations, financial condition and prospects may be materially and
adversely affected.

Significant capital expenditure including future development of new production facilities may in the future be
necessary to achieve our growth plans, which carry project and other risks.
Our growth plans require significant capital investments to expand, renovate or convert existing properties or
production plants, to develop new properties or production plants or make major acquisitions or investment. For
example we have various plans to renovate and improve our production facilities and general facilities. See “Use
of Proceeds”.
Projects that require significant capital expenditure also carry risks including:
• failure to complete a project within the prescribed project timetable and/or within budget; and
• failure of the project to perform according to prescribed operating specifications following its completion. For
example, in relation to our new production facilities, we may not be able to fully utilize the capacity we plan to
generate or produce products that meet the required standard.
Due to the significant amount of capital required and the long lead time between planning and completion of
such projects, project failure, can be caused by many of risks outlined herein, could have a material adverse
effect on our business, results of operations, financial condition and prospects.

Our business will be adversely affected if we lose our halal certification.


A large proportion of our consumer base is of the Muslim faith and are strongly encouraged to use products
which certified as halal. In order to assist consumers in determining if products are halal, the Government has

29
instituted a certification process whereby vendors that prepare, process and sell their products according to
certain standards, including standards of hygiene during the preparation of such products, are permitted to label
and market their products as halal. We have held Halal certification since December 2016 for our baby diaper
products under our “MamyPoko” brand, our feminine care products under our “Charm” brand and adult
incontinence products under our “Lifree” brand and baby wipes under our “MamyPoko” brand from the
Assessment Institute for Foods, Drugs, and Cosmetics of the Indonesian Council of Ulama (Majelis Ulama
Indonesia or MUI) which is required for usage of our products by Muslims in accordance with Islamic practices.
Given the demographics of our core market, continued renewal of our halal certifications is of paramount
importance to the success of our business. See “Business—Licenses and Certifications.”
Our halal certifications are subject to biennial renewal and such renewals are due in May 2021. While we believe
we are in full compliance with the terms of our halal certifications and have processes and procedures to ensure
continued compliance with these certifications, we do not have such control over the facilities of our suppliers
from whom we purchase raw materials for our products. Our policy is to purchase our ingredients from suppliers
that also hold valid halal certifications, but we cannot control situations in which these suppliers may not fully
comply with their halal certification requirements. Such an occurrence may result in our own halal certifications
being at risk for having purchased or used non-halal materials from such suppliers. If we are at any time unable
to renew or maintain our halal certifications, or if consumers lose confidence in our products’ compliance with
halal requirements, even if based on unsubstantiated rumors, our business, results of operations, financial
condition and prospects would be materially and adversely affected.

Our business is subject to risk from climate change.


Our business is subject to risk from climate change. Some of the potential impacts of climate change to our
business include increased operating costs due to additional regulatory requirements and increased energy costs.
Laws and regulations are in effect at the regional, national, and supranational levels to reduce greenhouse gas
(“GHG”) emissions to mitigate climate change, and we expect that additional, more stringent laws and
regulations will be implemented in the future. At the international level, many nations have agreed to limit
emissions of GHGs pursuant to the United Nations Framework Convention on Climate Change, also known as
the “Kyoto Protocol.” Furthermore, many countries have committed themselves to GHG emission reduction
targets under the Paris Agreement, which entered into force in November 2016. We face risk from these
additional regulatory requirements and increased energy costs. In addition, sea level rise and more frequent and
severe weather events caused or contributed to by climate change pose physical risks to our facilities and could
cause disruptions to our supply chain. Climate change could also limit water availability, impacting our
manufacturing operations and our supply chain.

The failure to comply with disclosure and internal control and financial reporting requirements, and other
risk management and related practices, appropriate for a publicly listed company could harm our operations
and our ability to comply with our periodic reporting obligations.
After the completion of this Offering, we will become a public company subject to the reporting requirements of
the IDX, the stock exchange on which our Shares will be listed. IDX rules and regulations require, among other
things, that we maintain effective disclosure controls and procedures and relevant internal controls over financial
reporting to provide regular financial and other material business updates to IDX and our investors. Commencing
with the fiscal year ending December 31, 2019, we will need to comply with listing requirements and implement
risk management and related practices, which will require that we incur substantial additional professional fees
and internal costs to expand our accounting and finance functions and that we expend significant management
efforts. We would also need to employ sufficient personnel with an appropriate level of accounting knowledge,
experience, and training commensurate with our financial reporting requirements, and a segregation of duties in
our finance and accounting functions.
We have not had to comply with these types of obligations in the past and they may place a significant strain on
us. Furthermore, as we do not have no experience in operating as a publicly listed Company, we may face
additional challenges relating to implementing effective disclosure and internal controls. If we are not able to
comply with the listing requirements of IDX, or if we are unable to maintain proper and effective internal
controls, and otherwise implement other relevant risk management and related practices, we could be required to
incur additional costs, our business, operating results and financial condition could be affected and we could be
prevented from meeting our reporting obligations. Ineffective disclosure and internal controls and risk
management and related practices also could cause our shareholders and potential investors to lose confidence in
our reported financial information, which would likely have a negative effect on the trading price of our Shares.
In addition, investors relying upon any misinformation could make an uninformed investment decision, and we
could be subject to sanctions or investigations by the IDX, OJK, or other regulatory authorities.

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Risks relating to Indonesia
We are subject to the political, economic, legal and regulatory environment in Indonesia. Substantially all of our
operations and assets are located in Indonesia. We could be adversely affected by changes in government
policies, social instability, natural disasters or other political, economic, legal, regulatory or international
developments in or affecting Indonesia which are not within our control, examples of which are described below.
These could, in turn, have an adverse effect on our business, results of operations, financial condition and
prospects.

Emerging markets such as Indonesia are subject to greater risks than more developed markets, and if those
risks were to materialize, their consequences could disrupt our business and you could suffer a significant loss
to your investment.
We have historically derived substantially all of our revenue from operations in Indonesia, and we anticipate that
we will continue to derive substantially all of our revenue from Indonesia. Emerging markets such as Indonesia
have historically been characterized by significant volatility, and their political, social and economic conditions
can differ significantly from those in more developed economies. Specific risks that could have a material impact
on our business, results of operations, cash flows and financial condition include:
• political, social and economic instability;
• exchange rate volatility;
• acts of warfare, terrorism and civil conflicts;
• state intervention, including tariffs, protectionism and subsidies;
• regulatory, taxation and legal structure changes;
• liability for remedial actions under environmental, health and safety regulations;
• the cost and availability of adequate insurance coverage;
• difficulties and delays in obtaining or renewing licenses, permits and authorizations;
• arbitrary or inconsistent governmental actions;
• deficiencies in transportation, energy and other infrastructure; and
• expropriation of assets.
Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the
significance of the risks involved in investing in such markets. You should also note that political and related
social developments in Indonesia have been unpredictable in the past, are subject to rapid change and,
consequently, the information set out in this Offering Circular may become outdated relatively quickly. If any of
the risks associated with investing in emerging markets, and in Indonesia in particular, were to materialize, our
business, results of operations and financial condition could be materially adversely affected, and the value of
your investment could decline significantly.

The Indonesian legal system is subject to considerable discretion and uncertainty.


Indonesian legal principles and their practical implementation by Indonesian courts differ materially from those
that would apply within the United States or the European Union. Indonesia’s legal system is a civil law system
based on written statutes as well as judicial and administrative decisions that do not constitute binding precedent
and are not systematically published or made publicly available. Indonesia’s commercial and civil laws were
historically based on Dutch law as in effect prior to Indonesia’s independence in 1945, and some have not been
revised to reflect the complexities of modern financial transactions and instruments. Indonesian courts may be
unfamiliar with sophisticated commercial or financial transactions, leading to uncertainty in the interpretation
and application of Indonesian legal principles. The application of Indonesian law depends upon subjective
criteria such as the good faith of the parties to the transaction and principles of public policy, the practical effect
of which is difficult or impossible to predict. Indonesian judges operate in an inquisitorial system, have very
broad fact-finding powers and a high level of discretion in relation to the manner in which those powers are
exercised. In practice, Indonesian court decisions may omit a clear articulation of the legal and factual analysis of
the issues presented in a case. As a result, the administration and enforcement of laws and regulations by
Indonesian courts and Indonesian governmental agencies may be subject to considerable discretion and
uncertainty, which may render our judgments inaccurate on enforcement of certain contracts we enter into, or the
impacts a development or interpretation of Indonesian laws may have on us. In addition, there is no certainty as

31
to how long it will take for proceedings in Indonesian courts to be concluded, and the outcome of proceedings in
Indonesian courts may be more uncertain than that of similar proceedings in other jurisdictions. Accordingly, it
may not be possible for investors to obtain swift and equitable enforcement of their legal rights.

Regional or global economic changes may have a material adverse effect on the Indonesian economy and our
business.
The Asian financial crisis of 1997 significantly affected Indonesia and was characterized by, among other effects,
currency depreciation, a significant decline in real GDP, high interest rates, social unrest, extraordinary political
developments and the failure of many Indonesian companies to repay their debts when due. Indonesia entered a
recessionary phase following the crisis, with relatively low levels of growth between 1999 and 2002. More
recently, global financial markets have experienced significant turbulence originating from the liquidity shortfalls
in the U.S. credit and sub-prime residential mortgage markets since the second half of 2007, which resulted in a
significant economic downturn in the U.S. and, ultimately, a global shortage in the availability of credit, a
reduction in foreign direct investment, the failure of global financial institutions, a drop in the value of global
stock markets, a slowdown in global economic growth and a drop in demand for certain commodities. Civil
unrest and conflicts, including in the Middle East, natural disasters such as the 2011 earthquake and tsunami in
Japan and global political uncertainty following political elections in the U.S., Western Europe, the 2016 United
Kingdom national referendum in which a majority of voters elected to withdraw from the European Union, and
the ongoing trade disputes between the U.S. and China have slowed the global economic growth.
During these economic crises, the government of Indonesia has relied on the support of international agencies
and governments to prevent sovereign debt defaults. The government of Indonesia continues to have a modest
fiscal deficit and a high level of sovereign debt, its foreign currency reserves are modest, the rupiah continues to
be volatile and has poor liquidity, and the banking sector is weak and suffers from high levels of non-performing
loans. The economic difficulties faced by Indonesia following past economic crises also resulted in significant
volatility in interest rates, which had a material adverse impact on the ability of many Indonesian companies to
service their debt. While economic conditions have stabilized in recent years, there can be no assurance that such
conditions will continue or that the volatile economic conditions in Indonesia and the rest of the Asia Pacific
region will not return in the future. In particular, a loss of investor confidence in the financial systems of
emerging and other markets, or other factors, may cause increased volatility in the international and Indonesian
financial markets and inhibit or reverse the growth of the global economy and the Indonesian economy.
A continued and significant downturn in the global economy, including the Indonesian economy, could have a
material adverse effect on the demand for our products and may have a material adverse effect on our business,
financial condition and results of operations. In addition, the general lack of available credit and lack of
confidence in the financial markets associated with any market downturn could have a material adverse effect on
our access to capital, which in turn could have a material adverse effect on our ability to fund our working capital
requirements and capital expenditures. Slowing global economic growth and a drop in demand for our products
may have a material adverse effect on our business, financial condition and results of operations.

Indonesia is located in an earthquake zone and is subject to significant geological risks that could lead to
social unrest and economic loss.
The Indonesian Archipelago is one of the most volcanically active regions in the world. Because it is located in
the convergence zone of three major lithospheric plates, it is subject to significant seismic activity that can lead
to destructive volcanic eruptions, earthquakes and tsunamis. In recent years, a number of natural disasters have
occurred in Indonesia, including major earthquakes, which resulted in tsunamis and volcanic activity. In addition
to these geological events, Indonesia has also been struck by other natural disasters such as heavy rains and
flooding. All of the above resulted in loss of life, the displacement of large numbers of people and widespread
destruction of property.
While recent seismic events, meteorological occurrences and natural disasters have not had a significant
economic impact on Indonesian capital markets, the government of Indonesia has spent significant amounts on
emergency aid and resettlement efforts, for example after the recent Lombok Palu and Anyer earthquakes in
2018. Most of these costs have been underwritten by foreign governments and international aid agencies.
However, there can be no assurance that such aid will continue to be forthcoming, or that it will be delivered to
recipients on a timely basis. If the government of Indonesia is unable to timely deliver foreign aid to affected
communities, political and social unrest could result. Additionally, recovery and relief efforts are likely to
continue to impose a strain on the government’s finances, and may affect its ability to meet its obligations on its
sovereign debt. Any such failure on the part of the government of Indonesia, or declaration by it of a moratorium
on its sovereign debt, could trigger an event of default under numerous private-sector borrowings, including ours,
thereby materially adversely affecting our business, financial condition and results of operations.

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In addition, future earthquakes, volcanic activity or other natural disasters could significantly affect the
Indonesian economy. A significant earthquake, volcanic eruption or other natural disaster in any of Indonesia’s
more populated cities and financial centers could severely disrupt the Indonesian economy and undermine
investor confidence, and may materially adversely affect our business, financial condition and results of
operations.

Regional autonomy may have a material adverse effect on our business through imposition of local
restrictions, taxes and levies.
Indonesia is a large and diverse nation covering a multitude of ethnicities, languages, traditions and customs.
During the administration of former President Soeharto, the central government controlled and exercised decision
making authority on almost all aspects of national and regional administration, including the allocation of
revenues generated from extraction of national resources in the various regions. This led to a demand for greater
regional autonomy, in particular with respect to the management of local economic and financial resources. In
response to the demand for greater regional autonomy, the Indonesian Parliament in 1999 passed Law No. 22 of
1999 regarding Regional Government (“Law No. 22/1999”) and Law No. 25 of 1999 regarding Fiscal Balance
Between the Central and the Regional Government (“Law No. 25/1999”). Five years later, Law No. 22/1999 was
revoked and replaced by Law No. 32 of 2004 on Regional Government (“Law No. 32/2004”). The Law
No. 32/2004 itself was also revoked and replaced by the provisions of regional autonomy Law No. 23 of 2014 on
Regional Government (“Law No. 23/2014”) which was further amended by Law No. 2 of 2015 and Law No. 9 of
2015 on the Second Amendment of Law No. 23/2014. Law No. 25/1999 has been revoked and replaced by Law
No. 33 of 2004 regarding the Fiscal Balance between the Central and the Regional Governments. Under these
regional autonomy laws, regional autonomy was expected to give the regions greater powers and responsibilities
over the use of “national assets” and to create a balanced and equitable financial relationship between central and
regional governments. Regional autonomy laws and regulations have changed the regulatory environment for
companies in Indonesia by decentralizing certain regulatory, taxation and other powers from the Government to
regional governments, which change has created uncertainties related to these new regional powers. Moreover,
under the pretext of regional autonomy, certain regional governments have put in place various restrictions, taxes
and levies which may differ from restrictions, taxes and levies put in place by other regional governments and/or
are in addition to restrictions, taxes and levies stipulated by the central government. Our business and operations
are located throughout Indonesia and may be adversely affected by conflicting or additional restrictions, taxes
and levies that may be imposed by the applicable regional authorities.

Terrorist attacks in the United States, Europe, Indonesia and other regions have led to substantial and
continuing economic and social volatility, which may harm our business.
Further, terrorist attacks, including past attacks in the United States, the UK and Paris, together with the military
response to such attacks and continuing military activities in the Middle East have resulted in substantial and
continuing economic volatility and social unrest in the world. Terrorist attacks in Jakarta and elsewhere in
Indonesia have exacerbated this volatility. In Indonesia during the last several years, there have been various
bombing incidents directed toward the government of Indonesia, foreign governments and public and
commercial buildings frequented by foreigners. For example, on July 17, 2009, bombs exploded at the Ritz
Carlton and JW Marriott Hotel in Jakarta, killing seven people and injuring more than 50 others. On January 14,
2016, multiple explosions and gunfire took place near the Sarinah shopping mall in Central Jakarta, killing eight
people and injuring 23 people. On May 24, 2017, two explosions occurred at a bus terminal in Eastern Jakarta,
killing three people and injuring 11 people. Terrorist attacks in May 2018 in Surabaya, the second-largest city in
Indonesia, resulted in the deaths of 28 people.
Terrorist acts may occur in the future. A number of governments have issued warnings to their citizens of a
perceived increase in the possibility of terrorist activities in Indonesia targeting foreign interests. Terrorist acts
could destabilize Indonesia and increase internal divisions within the government of Indonesia as it considers
responses to such instability and unrest, thereby adversely affecting investors’ confidence in Indonesia and the
Indonesian economy. Violence arising from and leading to instability and unrest have in the past had, and could
continue to have, a material adverse effect on investment and confidence in, and the performance of, the
Indonesian economy, and in turn our business. Terrorist acts may also affect retail patterns and reduce consumer
spending in Indonesia. This may lead to a reduction in consumer spending, including on our products. Any of the
events described above, could have a material adverse effect on our business, financial condition and results of
operations.

Political and social instability in Indonesia may adversely affect us.


Since 1998, Indonesia has undergone significant political and social changes that have highlighted the
unpredictable nature of Indonesia’s changing political landscape. As a newly democratic country, Indonesia

33
continues to face various socio-political issues and has, from time to time, experienced political instability and
social and civil unrest. Indonesia also has many political parties, without any one party winning a clear majority
to date.
Since 2000, thousands of Indonesians have participated in demonstrations in Jakarta and other Indonesian cities
both for and against former President Wahid, former President Megawati, and former President Yudhoyono as
well as in response to specific issues, including fuel subsidy reductions, privatization of state assets, anti-
corruption measures, decentralization and provincial autonomy, potential increases in electricity charges and the
American-led military campaigns in Afghanistan and Iraq. Although these demonstrations were generally
peaceful, some had turned violent.
In April 2019, general elections were held in Indonesia. Indonesians directly elected the President, Vice-
President, members of the People’s Consultative Assembly and members of local legislative bodies on the same
day for the first time in its history. On May 21, 2019, President Joko Widodo was re-elected for his second five-
year term resulting riot from his opposition supporters rejecting the election result. Prabowo Subianto,
Mr. Widodo’s opponent who also lost the 2014 presidential election to Mr. Widodo, challenged the official result
to the Constitutional Court alleging election fraud. The Constitutional dismissed Mr. Subianto’s appeal due to
lack of evidence. In addition, the relatively closely fought 2014 and 2019 presidential elections, the challenge
from the losing candidate in the 2014 and 2019 election and the delay of the conclusion of the election result, as
well as political campaigns in Indonesia, may be indicative of the degree of political and social division in
Indonesia. At the start of his presidency, Mr. Widodo’s coalition had a minority position in Indonesia’s
parliament. Currently, his coalition has a majority position, but there can be no assurance that Mr. Widodo’s
coalition will be able to retain its majority position.
In June 2001, demonstrations and strikes affected at least 19 cities after the government of Indonesia mandated a
30% increase in fuel prices. In October 2005, the government of Indonesia decreased fuel subsidies on superior
gasoline, regular gasoline and diesel fuel which resulted in increases in fuel prices of 87.5%, 104.8% and 185.7%
for superior gasoline, regular gasoline and diesel fuel, respectively. In response, several non-violent mass protests
were organized in opposition to the increases in domestic fuel prices. In May 2008, the Government further
decreased fuel subsidies to the public, which has also led to large public demonstrations. Although these
demonstrations were generally peaceful, some have turned violent. Similar fuel subsidy cuts contributed to the
political instability that led to the resignation of then President Soeharto in 1998, which had adverse effects on
businesses in Indonesia. In March 2012, thousands of protesters marched peacefully along Jakarta’s main
thorough fare to the presidential palace, to oppose the government’s plans to increase subsidized fuel prices by
33%. On June 21, 2013, the Minister for Energy and Mineral Resources announced that the price of subsidized
gasoline and diesel had increased. Indonesia announced in November 2014, and implemented with effect from
January 1, 2015, a fixed diesel subsidy of Rp.1,000 per liter and scrapped the gasoline subsidy. Although the
implementation did not result in any significant violence or political instability, the announcement and
implementation also coincided with a period where crude oil prices had dropped very significantly in 2014. There
can be no assurance that future increases in crude oil and fuel prices will not result in political and social
instability.
There have also been clashes between religious and ethnic groups which have resulted in social and civil unrest
in parts of Indonesia. In the provinces of Aceh and Papua (formerly Irian Jaya), there have been clashes between
supporters of separatist movements and the Indonesian military. In Papua, continued activity by separatist rebels
has led to violent incidents. Most recently, in late August 2019, a riot broke out in Jayapura, provincial capital of
Papua, where over 1,000 protestors set fire to various buildings, vehicles and public facilities. The incident
resulted in the death of at least seven people, with many others wounded. In recent years, the government of
Indonesia has made progress in negotiations with these troubled regions with limited success, except in the
province of Aceh in which an agreement between the government of Indonesia and the Aceh separatists were
reached and peaceful local elections were held with some former separatists as candidates.
Political and social developments in Indonesia have been unstable and unpredictable in the past. There can be no
assurance that political instability or social and civil disturbances will not occur in the future and on a wider
scale, or that any such instability or disturbances will not, directly or indirectly, materially and adversely affect
our business, results of operations, financial condition and prospects.

Labor activism and strikes, or failure to maintain satisfactory labor relations may adversely affect us.
Laws and regulations which facilitate the formation of labor unions, combined with weak economic conditions,
have resulted, and may continue to result, in labor unrest and activism in Indonesia. In 2000, the government of
Indonesia issued Law No. 21 of 2000 regarding Labor Unions (the “Labor Union Law”). The Labor Union Law,
which took effect in August 2000, permits employees to form unions without employer intervention from other

34
parties, including the employer. In March 2003, the Indonesian government enacted Law No. 13 of 2003
regarding Employment (the “Labor Law”) which, among other things, increased the amount of severance,
service and compensation payments payable to employees upon termination of employment. Based on this law,
companies that have 50 employees or more are required to have a bilateral forum consisting of both employers
and employees, and a labor union with more than half of a company’s employees participating as members may
represent the employees to negotiate the collective labor agreements with the employers. The law also
established more permissive procedures for staging strikes. Under the Labor Law, employees have the right to
terminate their employment if there is a change of status, change of ownership or merger or consolidation of their
employer and receive severance pay, tenure appreciation pay and other compensation which are calculated based
on their basic salary and fixed allowances, as well as their length of employment with such employer.
Following its enactment, several labor unions urged the Constitutional Court of the Republic of Indonesia
(Mahkamah Konstitusi Republik Indonesia or the “Indonesian Constitutional Court”) to declare certain
provisions of the Labor Law unconstitutional and order the government of Indonesia to revoke those provisions.
The Indonesian Constitutional Court declared the Labor Law valid except for certain provisions, including those
relating to the right of an employer to terminate the employment of an employee who committed a serious
violation and to criminal sanctions against an employee who instigates or participates in an illegal labor strike.
As a result, we may not be able to rely on certain provisions of the Labor Law.
Labor unrest and activism in Indonesia could disrupt our operations and could have a material adverse effect on
the financial condition of Indonesian companies in general, which in turn could adversely affect prices of
Indonesian securities on the IDX and the value of the rupiah relative to other currencies. Such events could have
a material adverse effect on our business, financial condition and results of operations. In addition, general
inflationary pressures or changes in applicable laws and regulations could increase labor costs, which could have
a material adverse effect on our business, financial condition and results of operations.
The Labor Law provides that an employer is not allowed to pay an employee less than the minimum wage
stipulated annually by the provincial or regional/city government. The minimum wage is set in accordance with
the need for a decent standard of living and taking into consideration the productivity and growth of economy,
however as there are no specific provisions on how to determine the amount of a minimum wage increase,
minimum wage increases can be unpredictable. For example, pursuant to local regulations promulgated in
Jakarta, the minimum wage increased from Rp.2.7 million per month in 2015 to Rp.3.1 million per month in
2016, to Rp.3.4 million per month in 2017, to Rp.3.6 million per month in 2018 and to Rp.3.9 million per month
in 2019. Further minimum wage increases in Indonesia could have a material adverse effect on our business,
financial condition and results of operations.

Changes in the value of the rupiah may have a material adverse effect on our business, financial condition
and results of operations.
One of the most important immediate causes of the economic crisis that began in Indonesia in mid-1997 was the
depreciation and volatility of the value of the rupiah as measured against other currencies, such as the USD. The
rupiah continues to experience significant volatility and has experienced a decline in value during the course of
2018. The USD/Rupiah middle exchange rate as quoted by Bank Indonesia at November 22, 2019 was
Rp.14,100=U.S.$1.00. This volatility affects the amount in foreign currency received upon conversion of cash
dividends or other distributions paid in rupiah by us, the rupiah proceeds received from any Share sale, the book
value of foreign currency assets and liabilities, and the income and expenses and cash flows in our consolidated
financial statements.
The rupiah has generally been freely convertible and transferable (except that Indonesian banks may not transfer
rupiah to accounts held by non-Indonesians at a bank within or outside of Indonesia who lack a bona fide trade or
investment purpose). On occasion, however, Bank Indonesia has intervened in the currency exchange markets in
furtherance of its policies, either by selling rupiah or by using its foreign currency reserves to purchase rupiah.
There can be no assurance that Bank Indonesia will not modify its current floating exchange rate policy, that the
rupiah will not further depreciate against the USD and other currencies, or that the government of Indonesia will
take additional action to stabilize, maintain or increase the value of the rupiah, or that any of these actions, if
taken, will be successful. In addition, we are vulnerable to foreign exchange rate fluctuations, particularly
declines in the value of the rupiah against the USD, as we purchase a substantial portion of our raw materials in
USD while almost all of our sales are denominated in rupiah. For a description of our foreign currency hedging
activities, see “—Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Qualitative and Quantitative Disclosures about Market Risks—Foreign exchange risk.”
In addition, a sustained and significant depreciation of the rupiah against the USD may result in increasing
inflation in Indonesia that may decrease consumer spending, which may in turn have a material adverse effect on
our business, financial condition and results of operations.

35
Modification of the current floating exchange rate policy could also result in significantly higher domestic
interest rates, liquidity shortages, capital or exchange controls or the withholding of additional financial
assistance by multinational lenders. This in turn could result in a recession, increased loan defaults and an
increased price of imports. Any of the foregoing consequences may have a material adverse effect on our
business, financial condition and results of operations.

Indonesian accounting standards differ from those in other jurisdictions.


Our consolidated financial statements are prepared in accordance with Indonesian FAS, which differ in certain
respects from IFRS. As a result, our consolidated financial statements and reported earnings could be different
from those which would be reported under IFRS. This Offering Circular does not contain a reconciliation of our
consolidated financial statements to IFRS. Had our consolidated financial statements and other financial
information been prepared in accordance with IFRS as issued by the International Accounting Standard Board,
the results of operations and financial position may have been materially different. Because differences exist
between Indonesian FAS and IFRS, the financial information in respect of us contained in this Offering Circular
may not be an effective means to compare us with other companies that prepare their financial information in
accordance with IFRS. See “Summary of Certain Differences Between Indonesian FAS and IFRS.” In making an
investment decision, investors must rely upon their own examination of us, the terms of the Offering and the
financial information contained in this Offering Circular. Potential investors should consult their own
professional advisors for an understanding of the differences between Indonesian FAS and IFRS, and how such
differences might affect the financial information contained herein.

Downgrades in the credit ratings of Indonesia and Indonesian companies could adversely affect us.
In 1997, certain internationally recognized statistical rating organizations, including Moody’s Corporation
(“Moody’s”), Standard & Poor’s Financial Services LLC (“S&P”) and Fitch Ratings Inc. (“Fitch”), downgraded
Indonesia’s sovereign rating and the credit ratings of various credit instruments of the government of Indonesia
and a large number of Indonesian banks and other companies. As at the date of this Offering Circular,
Indonesia’s sovereign foreign currency long-term debt is rated Baa2 by Moody’s, BBB by S&P and BBB by
Fitch. Sovereign foreign currency short-term debt is rated F2 and A-2 by Fitch and S&P, respectively. These
ratings reflect an assessment of the government of Indonesia’s overall financial capacity to pay its obligations
and its ability or willingness to meet its financial commitments as they become due.
No assurance can be given that Moody’s, S&P, Fitch or any other statistical rating organization will not
downgrade the credit ratings of Indonesia or Indonesian companies, or that even investment grade instruments
will not fall into default. Any such downgrade or default could have an adverse impact on liquidity in the
Indonesian financial markets and affect the ability of the government of Indonesia and Indonesian companies,
including us, to raise additional financing, the interest rates and other commercial terms at which such additional
financing is currently available and may have a material adverse effect on our business, results of operations and
financial condition.

Obligations arising under the Currency Law and Bank Indonesia Regulation on the Mandatory Use of rupiah
may affect us.
On June 28, 2011, the House of Representatives of Indonesia (the “Indonesian Parliament”) passed Law No. 7
of 2011 concerning the Use of Rupiah (the “Currency Law”). The Currency Law requires the use of and
prohibits the rejection of rupiah in certain transactions.
Article 21(1) of the Currency Law requires the use of rupiah in certain transactions conducted in Indonesia
including: (i) each transaction which has the purpose of payment, (ii) settlement of obligations which must be
satisfied in cash, and (iii) any other financial transactions. However, Article 21(2) provides exemptions for
(a) certain transactions related to the implementation of a state budget, (b) the receipt or provision of grants either
from or to an overseas source, (c) international trade transactions, (d) bank deposits denominated in foreign
currency or (e) international financing transactions.
Article 23 of the Currency Law prohibits the rejection of rupiah offered as a means of payment, or to settle
obligations and/or in other financial transactions within Indonesia unless there is uncertainty regarding the
authenticity of the rupiah bills offered. The prohibition does not apply to transactions in which the payment or
settlement of obligations in a foreign currency has been agreed in writing. Failure to comply with the Currency
Law may result in imprisonment of up to one year and fines of up to Rp.200 million, and if the violation is
committed by a company, the fines will be increased by one-third.

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On March 31, 2015, Bank Indonesia issued Bank Indonesia Regulation No. 17/3/PBI/2015 on the Mandatory Use
of Rupiah Within the Territory of the Republic of Indonesia (“PBI 17/2015”) to implement the Currency Law
and further enacted Bank Indonesia Circular Letter No. 17/11/DKSP on June 1, 2015 (“CL17/2015”), which
requires the use of rupiah for any transaction conducted within Indonesia.
PBI 17/2015 and CL 17/2015 requires the use of rupiah for cash and non-cash transactions conducted within
Indonesia, including (i) each transaction which has the purpose of payment; (ii) settlement of other obligations
which must be satisfied with money; and/or (iii) other financial transactions (including deposits of rupiah in
various amounts and types of rupiah denomination from customers to banks). Subject to further requirements
under PBI 17/2015, the obligation to use rupiah does not apply to (i) certain transactions relating to the
implementation of state revenues and expenditures budget; (ii) the receipt or provision of grants either from or to
overseas; (iii) international trade transactions, which includes (a) export and/or import of goods to or from
outside Indonesian territory and (b) activities relating to cross-border trade in services; (iv) bank deposits
denominated in foreign currencies; (v) international financing transactions; and (vi) transactions in foreign
currency which are conducted in accordance with applicable laws and regulations, including, among others; (a) a
bank’s business activities in foreign currency which is conducted based on applicable laws regarding
conventional and sharia banks, (b) securities in foreign currency issued by the Indonesian government in primary
or secondary markets based on applicable laws, and (c) other transactions in foreign currency conducted based on
applicable laws, including the law regarding Bank Indonesia, the law regarding investment and the law regarding
Indonesian Export Financing Authority (Lembaga Pembiayaan Ekspor Indonesia or Indonesia Eximbank). Under
CL 17/2015, businesses in Indonesia must only quote prices of goods and/or services in rupiah and are prohibited
from quoting prices of such goods and/or services if such prices are listed both in rupiah and foreign currency
elsewhere. This restriction applies to, among others, (i) price tags, (ii) service fees, such as agent fees in property
sale and purchase, tourism services fees or consultancy services fees, (iii) leasing fees, (iv) tariffs, such as
loading/unloading tariff for cargos at the seaport or airplane ticket tariff, (v) price lists, such as restaurant menus,
(vi) contracts, such as for the clauses on pricing or fee, (vii) documents of offer, order, invoice, such as the price
clause in an invoice, purchase order or delivery order, and/or (viii) payment evidence, such as the price listed in a
receipt.
The Currency Law and PBI 17/2015 prohibit the rejection of rupiah when offered as a means of payment, to
settle obligations and/or with respect to other financial transactions within Indonesia, unless there is doubt as to
the authenticity of the rupiah paid in a cash transaction or the parties to the transaction have agreed in writing to
the payment or settlement of obligations in a foreign currency. Article 10(3) of PBI 17/2015 further explains that
the exemption based on such a written agreement between the parties is only applicable to:
• agreements relating to transactions exempt from the mandatory use of rupiah as referred to in PBI 17/2015 (for
example, international financing transactions); or
• agreements for “Strategic Infrastructure Projects” which have been approved by Bank Indonesia, such as
transportation infrastructure (including airport services, port services, and railways facilities and
infrastructure), roads, irrigation, drinking water infrastructure, sanitation infrastructure, telecommunication and
information infrastructure, power infrastructure and oil and gas infrastructure, which are funded by offshore
borrowings from bilateral and multilateral agencies (such as the International Finance Corporation, the Japan
Bank for International Cooperation, the Japan International Cooperation Agency, the Asian Development
Bank, the Inter-American Development Bank).
As an exemption, PBI 17/2015 also stipulates that any agreement on payment or settlement of obligations in
foreign currency which are made prior to July 1, 2015 remain valid until the expiry of the agreements. This
exemption applies only for agreements relating to non-cash payment or settlement of obligations. However, the
exemption will not be applicable for any extension or amendment of the agreements (particularly any
amendments relating to the subject and/or object of the agreements).
PBI 17/2015 effectively (i) requires us to adjust our relevant existing USD denominated agreements to conform
to the requirements of PBI 17/2015 (whenever there is an extension or amendment to those agreements) and
(ii) prohibits us from entering into new USD denominated agreements with counterparties for transactions
conducted within Indonesia after July 1, 2015. PBI 17/2015 states without further explanation that an amendment
relates to a change of “subject” and “object” of the written agreement. If Bank Indonesia adopts a conservative
approach, all amendments after July 1, 2015 to such agreements will be subject to PBI 17/2015. A failure to
comply with the obligation under PBI 17/2015 will be subject to administrative, criminal or monetary sanctions
up to Rp.1 billion. Bank Indonesia may also recommend the relevant authorities and institutions to conduct
certain action such as revoking the business license or stopping the business activities of the party which fails to
comply with the obligation to use rupiah in non-cash transactions.

37
We have payment obligations denominated in USD under certain agreements. If we are required by the Currency
Law and PBI 17/2015 to make such payments in rupiah, it may be in breach of its payment obligations under
these contracts. The Currency Law and PBI 17/2015 may materially and adversely affect our contractual
obligations that are denominated in USD within Indonesia.

Risks relating to an Investment in our Shares


The price of our shares may fluctuate widely.
The price of our shares after the Offering may fluctuate widely, depending on many factors, including:
• perceived prospects for our business and operations and the consumer goods industry in general;
• changes in general economic, political or market conditions in Indonesia;
• differences between our actual financial and operating results and those expected by investors and analysts;
• changes in analysts’ recommendations or perceptions of us or Indonesia;
• announcements by us of significant expansion or acquisitions, strategic alliances, joint ventures or divestments;
• changes in prices of equity securities of foreign (particularly Asian) and emerging markets companies;
• additions or departures of key personnel;
• the sale of shares by our significant shareholders;
• involvement in litigation; and/or
• broad stock market price fluctuations.
Our shares may trade at prices significantly below the Offer Price.

You may be required to complete your acquisition of the Offer Shares if the Indonesian Offering is required to
proceed and complete despite the occurrence of a material adverse change in international or national
monetary, financial, political or economic conditions or other force majeure events or any material adverse
change in matters including our business or financial condition.
Indonesian regulations permit the cancellation of the Indonesian Offering only in limited circumstances. See
“Plan of Distribution” for a discussion of these circumstances. If a material adverse change in the international or
national monetary, financial, political or economic conditions or other force majeure events were to occur, or any
material adverse change in matters including our business or financial condition were to arise after we have
obtained the OJK effective statement and prior to the completion of the Indonesian Offering and the listing of our
common shares, the Company may request permission from OJK to cancel the Indonesian Offering. However,
there can be no assurance that the Company will request such a cancellation or that OJK will grant the
cancellation, and OJK may require the Indonesian Offering to proceed and be completed pursuant to Indonesian
regulations. In this situation, investors who have been allocated Offer Shares under the Combined Offering may
be required to complete their acquisition of the Offer Shares even if such events may limit their ability to sell the
shares after the Combined Offering or cause the trading price of the shares after the Combined Offering to be at
prices significantly below the Offer Price.

Conditions in the Indonesian securities market may affect the price or liquidity of our shares and the absence
of a prior market in our shares may contribute to a lack of liquidity.
We have applied to list our shares on the IDX. There is currently no market for our shares. There can be no
assurance that a market will develop for our shares or, if a market does develop, that our shares will be liquid.
The Indonesian capital markets are less liquid and may be more volatile, and have different reporting standards,
than markets in developed countries. Also, prices in the Indonesian capital markets are typically more volatile
than in such other markets. Therefore, we cannot predict whether a trading market for our shares will develop or
how liquid that market will be.
The ability to sell and settle trades on the IDX may be subject to delays. In light of the foregoing, there can be no
assurance that a holder of our shares will be able to dispose of said shares at prices, in amounts or at times at
which such holder would be able to do so in more liquid markets or at all.
Even if our listing application is approved, our shares will not be listed on the IDX immediately after the
allocation period for the Offering. During that period, purchasers will be exposed to movements in the price of
our shares without the ability to dispose of the purchased shares through the IDX. See “Indonesian Capital
Markets—Scripless Trading” and “Description of Our Common Shares.”

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Our ability to pay dividends in the future will depend upon future retained earnings, financial condition, cash
flows and working capital requirements.
We have not distributed any dividends to our shareholders with respect to profits for the years ended
December 31, 2017 and 2018. We did not record any profits in 2016. The amount of our future dividend
payments, if any, will depend on our future retained earnings, financial condition, cash flows and working capital
requirements, as well as our capital expenditures, contractual commitments and expenses incurred in connection
with our expansion. In addition, we may also enter into financing agreements in the future which could further
limit our ability to pay dividends, and we may incur expenses or liabilities that would reduce or eliminate the
cash available for the distribution of dividends. If we do not pay cash dividends on the Offer Shares, shareholders
may not receive any return on investment in the Offer Shares unless they sell the Offer Shares at a price higher
than the price at the time of purchase.
Under Indonesian Law No. 40 of 2007 on Limited Liability Companies (the “Company Law”), we may
distribute a final dividend to shareholders only if: (a) we have booked a positive profit balance at the close of our
financial year (i.e. all net profit booked at the close of our financial year covers all accumulated losses from
previous financial years); and (b) we have set aside part of our positive profit balance for our mandatory reserves
until the amount of our mandatory reserves reaches at least 20% of our total issued and paid up capital.
Any of these factors may affect our ability to pay dividends to our shareholders. Accordingly, we cannot assure
you that we will be able to pay dividends or that our board will declare dividends. See “Dividends.”

The net asset value of the Offer Shares issued in the Combined Offering is significantly less than the Offer
Price and you will incur immediate and substantial dilution.
The Offer Price is substantially higher than the net asset value per share of the outstanding shares issued to our
existing shareholders. Therefore, purchasers of the Offer Shares will experience immediate and substantial
dilution and our existing shareholders will experience a material increase in the net asset value per share of the
shares they own. See “Dilution.”

The interests of our major shareholders may differ from or conflict with the interests of our other
shareholders.
After the completion of the Combined Offering, UC Japan and Purinusa will own an aggregate of not less than
59.2% and 20.8%, respectively, of our issued and outstanding Shares. For information relating to the ownership
of the Shares, see “Principal Shareholders.”
By virtue of their majority stake in our issued and outstanding Share capital after the completion of the
Combined Offering and the JV Agreement, UC Japan and Purinusa may be able to control matters requiring
approval by our shareholders and may be able to exert significant influence over our business when regulatory
approvals are obtained, including:
• election of our directors;
• amount and timing of dividends and other distributions;
• acquisition of or merger with another entity;
• overall business strategies, policies and investment decisions, as well as incurrence of material indebtedness;
and
• issuance of new securities.
Circumstances may arise in which the interests of UC Japan or the interests of other members of the Unicharm
Group may conflict with the interests of our other shareholders. For example, on September 25, 2018, UC Japan
announced that it had acquired all of the shares of DSG (Cayman) Limited (“DSGCL”), a holding company with
subsidiaries that manufacture baby and adult diapers in Southeast Asia, including Indonesia. The operations of
the Indonesian subsidiary of DSGCL, which is wholly owned by UC Japan, will be conducted separately from us,
and the products produced by such subsidiary will compete with our products. We have not entered into any
non-competition agreement or received any non-competition undertakings from UC Japan to address any
potential conflicts of interest that may arise between ourselves and UC Japan. In the future, there is no assurance
that UC Japan will not take actions in support of the operations of DSGCL or its subsidiaries in Indonesia which
may adversely affect us. For more information, see “Information on UC Japan and Its Consolidated
Subsidiaries—UC Japan’s Acquisition of DSG (Cayman) Limited.”
Furthermore, from time to time, we enter into, and we may enter into in the future, transactions with UC Japan,
other members of the Unicharm Group and other members of the Sinar Mas Group. See “Related Party

39
Transactions” for a summary of our existing transactions with related parties. We cannot assure you that UC
Japan or Purinusa will not take actions, or cause us to take actions that might differ from or conflict with the
interests of our other shareholders or us.
In addition, a serious dispute or a deterioration or adverse relationship between UC Japan and Purinusa, or the
termination of the JV Agreement could adversely affect our business, results of operations, financial condition
and prospects.

Under OJK’s conflict of interest rules, transactions which entail a conflict of interest require independent
shareholders’ approval and there is no assurance that such approval will be obtained if sought.
Under Regulation IX.E.1, any transactions to be carried out by Indonesian public companies, whether or not
material, which entail a “conflict of interest” unless the conflict existed before a company became listed on the
IDX and was fully disclosed in the relevant Indonesian share offering documents, shall require the approval from
the independent shareholders. Transactions between us and our Principal Shareholders or other companies owned
or controlled by our Principal Shareholders or other companies with the same director or commissioner where
there is a conflict between the economic interests of ours and such persons would constitute conflict of interest
transactions under the OJK rule. As a result, the approval of holders of a majority of shares not owned directly or
indirectly by our Principal Shareholders (“disinterested shareholders”) would have to be obtained if a conflict
of interest were to exist. OJK has the power to enforce this rule and our shareholders may also be entitled to seek
enforcement or bring enforcement action based on this OJK rule.
The requirement to obtain independent shareholder approval could be burdensome to us in terms of time and
expense and could cause us to forego entering into certain transactions which we might otherwise consider to be
in our best interests. Moreover, there can be no assurance that approval of disinterested shareholders would be
obtained if sought.

Fluctuations in the exchange rate of the Rupiah with respect to the U.S. dollar or other currencies will affect
the foreign currency equivalent of the value of our shares and any dividends.
Fluctuations in the exchange rates between the rupiah and other currencies will affect the foreign currency
equivalent of the rupiah price of our shares on the IDX. See “Exchange Rates and Exchange Controls.” Such
fluctuations will also affect the amount that holders of our shares will receive in foreign currency upon
conversion of (i) any cash dividends or other distributions we pay in rupiah on our shares, and (ii) any proceeds
paid in rupiah from any sale of our shares in a secondary trading market.

The Sole Global Coordinator and the Lead Domestic Underwriter will not over-allot shares or otherwise
stabilize the market price of our shares.
The Sole Global Coordinator and the Lead Domestic Underwriter will not be over-allotting the Offer Shares or
taking other actions to stabilize or maintain the market price of the Offer Shares at levels which might not
otherwise prevail in the open market. This is commonly done in other securities markets in the 30-day period
immediately following the date of commencement of dealing in securities on the relevant exchange. As a result,
the market price of the Offer Shares will be more susceptible to a decline than if such Sole Global Coordinator
and Joint Domestic Lead Underwriters were permitted to take such actions.

Future sales of our shares by us and our current shareholders could adversely affect the market price of our
shares.
After completion of the Combined Offering, UC Japan will hold 59.2% and Purinusa will hold 20.8% of our
Shares. The Shares held by UC Japan and Purinusa will be subject to a six month contractual restrictions on
resale (subject to certain exceptions). After these restrictions lapse or if they are waived or breached, future sales
of substantial amounts of our shares in the public market, or the perception that such sales may occur, could
adversely affect the prevailing market price of our shares or our ability to raise capital through a public offering
or rights issue of additional equity or equity-linked securities. See “Plan of Distribution.” Future sales of large
blocks of our shares, or the perception that such sales could occur, could cause the price of our shares to decrease
and make it more difficult for us to raise capital through equity offerings.
In addition, if a significant portion of our Shares are pledged to secure any existing or future shareholder’s
liabilities (such as payment obligations under potential loan agreements), in the event of any enforcement by the
lender under such loan agreements of its securities interests in such pledged Shares following a default, such
lender may become entitled to resell such pledged Shares, which could cause the market price of our Shares to
decline.

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Judgments of a foreign court may not be enforceable against us.
We are a limited liability company incorporated under the laws of Indonesia. Most of our commissioners,
directors and executive officers reside in Indonesia. A vast majority of our assets and most of the assets of our
commissioners, directors and executive officers are located in Indonesia.
It may not be possible for investors to affect service of process outside Indonesia upon us or such persons to
enforce against us or such persons outside Indonesia. In addition, judgments obtained in non-Indonesian courts
are not enforceable in Indonesian courts. As a result, holders of our shares may be required to pursue claims
against us in Indonesia under Indonesian law. Re-examination of the issue of de novo would be required before
an Indonesian court in order to enforce a foreign judgment in Indonesia.
The claims and remedies available under Indonesian law may not be as extensive as those available in other
jurisdictions. There can be no assurance that the Indonesian courts would protect the interests of investors in the
same manner or to the same extent as would courts in more developed countries outside Indonesia.
See “The Indonesian legal system is subject to considerable discretion and uncertainty.”

You may be subject to limitations on minority shareholders rights.


The obligations under Indonesian law of the majority shareholders, commissioners and directors with respect to
minority shareholders may be more limited than those in other countries. Consequently, minority shareholders
may not be able to protect their interests under current Indonesian law to the same extent as in other countries.
Principles of corporate law relating to such matters as the validity of corporate procedures, the fiduciary duties of
our management, commissioners, directors and Principal Shareholders, and the rights of our minority
shareholders are governed by the prevailing Indonesian laws and our Articles of Association. Such principles of
law differ from those that would apply if we were incorporated in a jurisdiction other than Indonesia. In
particular, concepts relating to the fiduciary duties of management are untested in Indonesian courts. Derivative
actions brought in connection with the activities of directors and commissioners have almost never been brought
on behalf of companies or been tested in Indonesian courts, and minority shareholders’ rights have only been
defined since 1995 and are unproven in practice. Even if the conduct were actionable under Indonesian law, the
absence of judicial precedents could make prosecution of such civil proceedings considerably more difficult.
Accordingly, there can be no assurance that legal rights or remedies of minority shareholders will be the same, or
as extensive, as those available in other jurisdictions or sufficient to protect the interests of minority
shareholders.

Corporate governance standards in Indonesia may differ from those in certain other countries.
Corporate governance standards in Indonesia differ from those applicable in other jurisdictions in significant
ways including the independence of the board of directors, the board of commissioners and the audit committee,
and internal and external reporting standards. Corporate governance standards and practices may not be as strict,
particularly with regard to the independence of boards of directors, the board of commissioners and audit and
other committees. Because of this, the directors of Indonesian companies may be more likely to have interests
that conflict with the interests of shareholders generally, which may result in them taking actions that are
contrary to the interests of shareholders.

There may be less company information available on Indonesian securities markets than on securities markets
in developed countries.
There is a difference between the level of regulation and monitoring of the Indonesian securities markets and the
activities of investors, brokers and other participants and that of certain developed economies. OJK and the stock
exchanges are responsible for improving disclosure and other regulatory standards for the Indonesian securities
markets. OJK has issued regulations and guidelines on disclosure requirements, insider trading and other matters.
There may still, however, be less publicly available information about Indonesian companies than is regularly
made available by public companies in developed countries.

Indonesian law contains provisions that could discourage a takeover of the Company.
Under OJK regulations, if there is any change of control of an Indonesian public company, the new controlling party
must carry out a tender offer for the remaining shares (public shares, not including shares of the other controlling
shareholders, if any). Under OJK Regulation No. 9/POJK.04/2018 on Takeover of Publicly Listed Companies, a
takeover of a public company is defined as an action which directly or indirectly changes the controlling party of
that public company. A controlling party of a publicly listed company is defined as a person who:
• owns more than 50% of the total paid up capital of the publicly listed company; or

41
• has direct or indirect ability to determine (by any means possible) the management and/or policy of the
publicly listed company.
Further, in order to ensure that the public continues to hold at least 20% of the capital of the public company, the
regulations require the new controlling party to divest (refloat) its shareholding to the public within two years
after completion of the mandatory tender offer if as a result of the mandatory tender offer, the new controlling
party holds more than 80% of the publicly listed company’s total paid up capital. If, as a result of a takeover, the
new controlling party has more than 80% of the total paid up capital of a publicly listed company, the controlling
party must continue to perform the mandatory tender offer, although there is still an obligation to divest some of
the shares obtained from the mandatory tender offer.
Although such takeover provisions are intended to protect the interests of shareholders by requiring any
acquisitions of the Shares that may involve or threaten a change in control to also be extended to all shareholders
on the same terms, these provisions may discourage or prevent such transactions from taking place at all.

Your rights to participate in any future rights offerings by us could be limited due to the application of
securities laws in our jurisdiction, which would cause dilution to your shareholding.
Under OJK Regulation No. 32/POJK.04/2015 on Capital Increases in Public Company with Pre-Emptive Rights
which was last amended by OJK Regulation No. 14/POJK.04/2019, a publicly listed company must offer the
shareholders registered on its register on the record date pre-emptive rights to subscribe and pay for a
proportionate number of shares to maintain their existing ownership percentage prior to the issuance of any new
shares, subject to exemptions provided in the regulations.
To the extent that we offer our shareholders pre-emptive rights to purchase or subscribe for new shares or
otherwise distribute shares to our holders, you may be unable to exercise such rights or we may be unable to
extend to holders such rights for the shares unless securities laws in your jurisdiction are complied with. For
instance, holders from certain jurisdictions may be unable to exercise such rights or we may be unable to extend
to holder such rights for the shares unless a registration statement under the relevant securities laws of such
jurisdictions is effective with respect to the new shares or an exemption from registration under such laws is
available.
Whenever we make a rights or similar offering of shares, we will evaluate the costs and potential liabilities
associated with, and our ability and financial viability to comply with, non-Indonesian regulations, as well as any
other factors we consider appropriate. However, we may choose not to comply with the securities laws in some
jurisdictions and if we do so, and no exemption from registration or filing requirements are available, then
holders of the Offer Shares in such jurisdictions would be unable to participate in rights or similar offerings and
would suffer dilution of their shareholdings. Consequently, we cannot assure you that you will be able to
maintain your proportional equity interests in us. Because rights issues in Indonesia generally enable participants
to purchase shares at a large discount to the recent trading price, the inability to participate could cause holders of
the Offer Shares material economic harm.

Indonesian law may operate differently from the laws of other jurisdictions with regards to the convening of,
and the right of shareholders to attend and vote at general meetings of shareholders.
We are subject to Indonesian law and the continuing listing requirements of the IDX. In particular, the convening
and conduct of general meetings of our shareholders will continue to be governed by Indonesian law.
The procedure and notice periods in relation to the convening of general meetings of our shareholders, as well as
the ability of our shareholders to attend and vote at such general meetings, may be different from those of
jurisdictions outside Indonesia. For instance, our shareholders who would be entitled to attend and vote at general
meetings of shareholders are, by operation of Indonesian law, those shareholders appearing in our register of
shareholders on the market day immediately preceding the day, or record date, on which the notice of general
meeting is issued, regardless of whether such shareholders may have disposed of their shares following the
record date and prior to the general meeting of the shareholders. In addition, investors who may have acquired
their Shares after the record date (and before the day of the general meeting) would not be entitled to attend and
vote at the general meeting. For further details on the procedure for the convening and conduct of general
meetings of our shareholders under Indonesian law, please see “Description of Our Common Shares.”
Accordingly, potential investors should note that they may be subject to procedures and rights with regards to
general meetings of our shareholders that are different from those to which they may be accustomed in other
jurisdictions.

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An Indonesian law requires agreements involving Indonesian parties to be entered into in the Indonesian
language and allows parties thereto to elect a foreign language version of such agreements as the governing
language, however in the event of proceedings in Indonesian court there may be no assurance that judges
render their decisions based on the foreign language version.
On July 9, 2009, the government of Indonesia enacted Law No. 24 of 2009 on Flag, Language, Coat of Arms and
National Anthem (“Law No. 24/2009”) requiring that agreements involving Indonesian parties be written in
Bahasa Indonesia. Where an agreement also involves foreign parties, it may also be executed in both Bahasa
Indonesia and a foreign language, provided that the agreement in the foreign language and the agreement in
Bahasa Indonesia are equally authoritative. Recently, on September 30, 2019, Presidential Regulation No. 63 of
2019 on the Use of Bahasa Indonesia (“PR No. 63/2019”) was issued as the implementing regulation of the Law
No.24/2009, PR No. 63/2019 stipulates that the parties in an agreement may choose either the Bahasa Indonesia
version or the foreign language version as the governing language of such agreement.
The International Coordination Agreement will be prepared in dual English and Bahasa Indonesia versions as
required under Law No. 24/2009 and PR No. 63/2019; however, the Company cannot assure you that, in the
event of inconsistencies between the Bahasa Indonesia version and the English language version of this
agreement, an Indonesian court would not render their decisions based on the Bahasa Indonesia version despite
of the agreement has determined that the English language as the governing language. Some concepts in the
English language may not have a corresponding term in Bahasa Indonesia and the exact meaning of the English
text may or may not be fully captured by the Bahasa Indonesia version. If this occurs, the Company cannot assure
you that the terms of the Offering will be as described in this Offering Circular, or will be interpreted and
enforced by the Indonesian courts as intended.
In addition, on June 20, 2013, the District Court of West Jakarta ruled in a decision No. 451/Pdt.E/2012/PN.Jkt
Bar (the “June 2013 Decision”) that a loan agreement entered into between an Indonesian borrower, PT Bangun
Karya Pratama Lestari, as plaintiff, and a non-Indonesian lender, Nine AM Ltd., as defendant, is null and void
under Indonesian law. The governing law of the loan agreement was Indonesian law and the agreement was
written in the English language. The court ruled that the agreement had contravened Article 31(1) of Law
No. 24/2009 and declared it to be invalid. In arriving at this conclusion, the court relied on Articles 1320, 1335
and 1337 of the Indonesian Civil Code, which taken together render an agreement void if, inter alia, it is tainted
by illegality. The court held that as the agreement had not been drafted in the Indonesian language, as required by
Article 31(1), it therefore failed to satisfy the “lawful cause” (sebab yang halal) requirement and was void from
the outset, meaning that a valid and binding agreement had never existed. On May 7, 2014, the Jakarta High
Court rejected the appeal submitted by Nine AM Ltd. and affirmed the June 2013 Decision in its entirety (the
“Jakarta High Court Decision”). Further, on August 31, 2015, the Supreme Court rejected the cassation that
Nine AM Ltd submitted and affirmed the Jakarta High Court Decision (the “Supreme Court Decision”).
Indonesian court decisions are generally not binding precedents and do not constitute a source of law at any level
of the judicial hierarchy, as would typically be the case in common law jurisdictions such as the United States
and the United Kingdom. However, there can be no assurance that a court will not, in the future, issue a similar
decision to the June 2013 Decision in relation to the validity and enforceability of agreements which are made in
the English language.

43
USE OF PROCEEDS
We intend to use our proceeds from the Combined Offering of Rp.1,247 billion (U.S.$88.0 million), or
approximately Rp.1,163 billion (U.S.$82.1 million) after deduction of fees and commissions and certain
expenses incurred in connection with the Combined Offering, as follows:
• approximately 65% for capital expenditure to purchase new equipment for our production facilities and
improvement of our existing production facilities as follows:
(i) for feminine care products, we aim to introduce new production capabilities in 2020 specifically for
feminine care night-time products which will increase approximately 10% of our existing production
capacity;
(ii) for adult incontinence products, we aim to introduce new production capabilities in 2020 for pants-type
adult diapers which will increase our existing production capacity by approximately 58%;
(iii) we aim to implement general improvements in 2020 and 2021 on our production facilities for baby care,
feminine care, healthcare products which will improve production efficiency and reduce production costs;
and
(iv) we also aim to renovate our general facilities.
All of our new production facilities and machineries will be purchased from UC Japan.
• approximately 20% will be used for the partial repayment of our outstanding intercompany loan obligation to
UC Japan in respect of expansion of our production facilities incurred as at April 2, 2013. (See “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Loan Agreements and Payment
Obligations with UC Japan)”; and
• the remaining balance of, approximately 15% for working capital purposes.
The foregoing represents our current intentions and our best estimate of our allocation of the net proceeds of the
Combined Offering based upon our current plans and estimates regarding our anticipated expenditures. We may
find it necessary or advisable to reallocate the net proceeds within the categories described above or to use
portions of the net proceeds for other business related purposes.
Pending the use of our proceeds from the Combined Offering in the manner described above, we may place the
funds in fixed deposits with banks and financial institutions or invest the funds in short-term money market
instruments, as our Board of Directors may deem appropriate.
The estimated fees, commissions and expenses that we expect to incur in connection with the Combined Offering
is approximately 6.7% of our proceeds from the Combined Offering.
Pursuant to OJK Regulation No. 30/POJK.04/2015 regarding Report on the Realization of the Use of IPO
Proceeds, we are responsible for reporting the use of the proceeds of the Combined Offering semi-annually to
OJK and at annual general meetings of shareholders. If any material change to the use of proceeds is proposed,
we will need to explain to OJK the proposed changes and must obtain our shareholders’ prior approval for such
changes at a general meeting of shareholders.
If we use our proceeds from the Combined Offering in a manner which constitutes an affiliated transaction,
conflict of interest transaction or a material transaction, we will comply with prevailing capital market
regulations as stipulated in BAPEPAM-LK Rule No. IX.E.1 concerning Transaction with Affiliated Parties and
Conflict of Interest on Certain Transaction (“Regulation IX.E.1”) and BAPEPAM-LK Rule No. IX.E.2
regarding Material Transaction and Change of Core Business.

44
DIVIDENDS
All of our shares, including the Offer Shares, have the same and equal rights including in relation to dividends, in
accordance with our Articles of Association and the Company Law.
We have not distributed any dividends to shareholders with respect to profits for 2017 and 2018 and we did not
record any profits in 2016.
Under Indonesian law, the decision with regards to dividends is made by a resolution of the shareholders at the
annual or general meeting of shareholders upon the recommendation of the Board of Directors. We may declare
dividends in any year if we have positive retained earnings. Our Articles of Association allow for the distribution
of interim dividends provided that the interim dividend does not result in its net assets becoming less than the
total issued and paid up capital and the compulsory reserves fund. Such distribution is determined by our Board
of Directors after first being approved by our Board of Commissioners. If, after the end of the relevant financial
year, we suffer losses, the distributed interim dividend must be returned by the shareholders to us, and our Board
of Directors and Board of Commissioners will be jointly and severally responsible if the interim dividend is not
returned.
Commencing in 2020, we plan to pay cash dividends of at least 20% of our net profit after tax after deducting
any amounts to be held in the reserve fund, as required under Indonesian law. The determination of such
dividend will be subject to our cash flow and investment plans as well as any statutory restrictions. Our Board of
Directors may amend our dividend policy at any time, subject to shareholder approval at a general meeting of
shareholders.
The rate of dividends will be subject to our cash flow and investment plans, as well as regulatory restrictions and
other requirements. To the extent a decision is made to declare dividends, dividends will be paid in Rupiah.
Shareholders on the applicable record dates will be entitled to the full amount of dividends approved, subject to
any Indonesian withholding tax imposed. Dividends received by a non-Indonesian holder of shares will be
subject to 20% Indonesian withholding tax. For further information relating to Indonesian taxation, see
“Taxation.”
An investor acquiring shares in the Combined Offering will be entitled to the same and equal rights as our
existing shareholders, including the right to receive dividends.
Our dividend policy is a statement of present intention and not legally binding as it is subject to modification by
our Board of Directors and shareholders’ approval at a general meeting of shareholders.

45
EXCHANGE RATES AND EXCHANGE CONTROLS
Exchange Rates
Bank Indonesia is the sole issuer of the Rupiah and is responsible for maintaining its stability. Since 1970,
Indonesia has implemented three exchange rate systems: (i) a fixed rate between 1970 and 1978, (ii) a managed
floating exchange rate system between 1978 and 1997 and (iii) a free-floating exchange rate system since
August 14, 1997. Under the second system, Bank Indonesia maintained the stability of the Rupiah through a
trading band policy, pursuant to which Bank Indonesia would enter the foreign currency market and buy or sell
Rupiah, as required, when trading in the Rupiah exceeded bid and offer prices announced by Bank Indonesia on a
daily basis. On August 14, 1997, Bank Indonesia terminated the trading band policy and permitted the exchange
rate for the Rupiah to float without an announced level at which it would intervene, which resulted in a
substantial decrease in the value of the Rupiah relative to the U.S. dollar. Under the current system, the exchange
rate of the Rupiah is determined by the market, reflecting the interaction of supply and demand in the market.
Bank Indonesia may take measures, however, to maintain a stable exchange rate.
The following table shows the exchange rate between the Rupiah and U.S. dollars based on the middle exchange
rate on the last day of each month during the year indicated. The Rupiah middle exchange rate is calculated based
on Bank Indonesia’s buying and selling rates. None of us, the International Selling Agent or the Lead Domestic
Underwriter make any representations that the U.S. Dollar amounts referred to in this Offering Circular could
have been or could be converted into Rupiah or vice versa at the rate indicated or any other rate or at all.

Middle Exchange Rates


At Period End(1) Low(2) High(2) Average(2)
(Rp. per U.S.$)
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,795.00 12,444.00 14,728.00 13,586.00
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,436.00 12,926.00 13,946.00 13,436.00
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,548.00 13,154.00 13,630.00 13,392.00
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,481.00 13,290.00 15,253.00 14,271.50
2019:
January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,072.00 14,031.00 14,474.00 14,252.50
February . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,062.00 13,947.00 14,119.00 14,033.00
March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,244.00 14,102.00 14,324.00 14,213.00
April . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,215.00 14,016.00 14,237.00 14,126.50
May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,385.00 14,245.00 14,513.00 14,379.00
June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,141.00 14,116.00 14,346.00 14,231.00
July . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,026.00 13,913.00 14,160.00 14,036.50
August . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,237.00 14,098.00 14,344.00 14,221.00
September . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,174.00 13,950.00 14,218.00 14,084.00
October . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,008.00 13,996.00 14,207.00 14,101.50
November (through November 22, 2020) . . . . . . . . . . . . . 14,100.00 13,992.00 14,112.00 14,052.00
(1) For full years, the period end is determined based on the middle exchange rate announced by Bank Indonesia on the last day of the year.
For each month, the period end is determined based on the middle exchange rate announced by Bank Indonesia on the last day of the
month.
(2) For full years, the high and low amounts are determined, and the average shown is calculated, based on the middle exchange rate
announced by Bank Indonesia on the last day of each month during the year indicated. For each month, the high and low amounts are
determined, and the average shown is calculated, based on the daily middle exchange rate announced by Bank Indonesia during the
month indicated.
Source: Statistik Ekonomi dan Keuangan Indonesia (Indonesian Financial Statistics) published monthly by Bank Indonesia and available on
the website of Bank Indonesia (www.bi.go.id).

The Federal Reserve Bank of New York does not certify for customs purposes a noon buying rate for cable
transfers in Rupiah.

Exchange Controls
Indonesia has limited foreign exchange controls. The Rupiah has been, and in general is, freely convertible
within or from Indonesia. However, to maintain the stability of the Rupiah and to prevent the utilization of the
Rupiah for speculative purposes by non-residents, Bank Indonesia has introduced regulations to restrict the
movement of Rupiah from banks within Indonesia to offshore banks, an offshore branch of an Indonesian bank,
or any investment denominated in Rupiah with foreign parties and/or Indonesian parties domiciled or
permanently residing outside Indonesia, thereby limiting offshore trading to existing sources of liquidity. In

46
addition, Bank Indonesia has the authority to request information and data concerning the foreign exchange
activities of all persons and legal entities that are domiciled, or who plan to be domiciled, in Indonesia for at least
one year.
Bank Indonesia regulations also requires banking institutions, non-bank financial institutions, non-financial
institutions, state/regional-owned companies, private companies, business entities and individuals to submit a
report to Bank Indonesia on their foreign exchange activities. The report is required to include: (i) trade activities
in goods, services and other transactions between residents and non-residents of Indonesia, (ii) the position and
changes in the balance of foreign financial assets and/or foreign financial liabilities, and (iii) any plan to incur
foreign debt and/or implementation of such plan.
On December 31, 2014, Bank Indonesia issued Bank Indonesia Regulation No. 16/22/PBI/2014 regarding the
Reporting on Foreign Exchange Activities and Reporting on the Implementation of Prudential Principles in the
Management of Non-Bank Corporation’s Offshore Debt (“PBI No. 16/22”). PBI No. 16/22 requires any
non-bank entity which applies prudential principles to submit reports which cover (i) the implementation of
prudential principles which has complied with an attestation procedure; (ii) notification of compliance of credit
ratings; (iii) financial statements; and (iv) a report on the implementation of prudential principles (the
“Implementation of Prudential Principle Report”). The Implementation of Prudential Principle Report is required
to be submitted quarterly or on any other submission deadline as elaborated under PBI 16/22. Failure to submit
the foreign exchange report (other than the offshore loan plan report) could result in the imposition of an
administrative sanction in the maximum amount of Rp.10,000,000, Bank Indonesia will issue a warning letter
and/or report to the authority, should the non-banking institution fail to submit a report.
However, on January 9, 2019 Bank Indonesia issued PBI No.21/2/PBI/2019 dated January 9/2019 on Reporting
of Foreign Exchange Activity (“PBI No. 21/2”) which become effective from March 1, 2019. In addition to
reporting of foreign exchange activities for the purpose of PBI No. 16/22, PBI No. 21/2 requires any entities
engaged in activities that cause a movement of (i) financial assets and/ or liabilities and/ or risk participation
transaction between an Indonesian resident and non-Indonesian resident, (ii) offshore financial assets and/ or
liabilities and/ or risk participation transaction between Indonesian residents, must submit a foreign exchange
activities report with respect to any foreign exchange activities to Bank Indonesia. The relevant entities include
bank and non-bank financial entities, non-financial entities, individuals and entities other than enterprises,
whether in the form of legal entities or non-legal entities, established by government or public. The report must
include, among other things, information relating to (i) trade activities in goods, services or other transactions
between an Indonesian resident and a non-Indonesian resident; (ii) principal data of risk participation transaction
and/or offshore loan; and/ or (iii) plan to draw and/ or repay the offshore loan and/ or risk participation
transactions, (iv) realization to draw and/ or repay the offshore loan and/ or risk participation transactions, (v) the
position and changes of offshore financial assets, offshore financial liabilities and/ or risk participation
transactions, and/ or (vi) any plans to incur new offshore loans and/ or its amendment. Bank Indonesia has issued
the implementing regulations for PBI No. 21/2, namely (i) Members of the Board of Governor of Bank Indonesia
Regulation No. 21/3/PADG/2019 dated February 15, 2019 on Offshore Debt of Bank and Other Bank’s
Liabilities in Foreign Exchange and (ii) Members of the Board of Governor of Bank Indonesia Regulation
No. 21/4/PADG/2019 dated February 28, 2019 on the Reporting of Foreign Exchange Activities in the form of
Offshore Debt and Risk Participation Transactions (“PADG No. 21/4”). Both implementation regulations
become effective from March 1, 2019. The report on foreign exchange activities must be submitted using an
online system in accordance with each implementing regulations of PBI No. 21/2 as applicable, namely PADG
No. 21/4.
According to PADG No. 21/4, any individual or entity that obtains offshore debt in a foreign currency and/ or in
Rupiah and conducting risk participation transactions pursuant to loan agreements, debt securities, trade credit or
loans other than loan pursuant to loan agreements, debt securities and trade credit, i.e. dividend loan and royalty
loan must report such activities to Bank Indonesia. There is no minimum amount requirement to trigger the
reporting obligation with regard to offshore debt obtained by an entity (whether a financial or non-financial
institution). In contrast, an individual’s offshore debt is only required to be reported if such debt exceeds an amount
of U.S.$200,000 or its equivalent in any other currency. The reports consist of the main data report and/or
amendments, the monthly recapitulation data report and offshore debt plan data report. The main data report must
be submitted to Bank Indonesia by no later than 15th day the following month during 07:10 until 16:15 Western
Indonesia time after the signing of the loan agreement or the issuance of the debt securities and/or the debt
acknowledgment over the trade credits and/or other loans, and a monthly recapitulation data report must be
submitted to Bank Indonesia by no later than 15th day of the following month at 24:00 Western Indonesia time,
until the offshore debt has been repaid in full and an offshore debt plan data report must be submitted to Bank
Indonesia by no later than March 15 for new offshore debt plan and June 15 for changes to the offshore debt plan.

47
Purchasing of Foreign Currencies against Rupiah through Banks
On September 5, 2016, Bank Indonesia issued Regulation No. 18/18/PBI/2016 on Foreign Exchange Transaction
to Rupiah between Banks and Domestic Parties (“PBI 18/18/2016”), as implemented by the Members of the
Board of Governor of Bank Indonesia Regulation No. 20/16/PADG/2018 dated August 15, 2018. Under PBI
18/18/2016, any conversion of Rupiah into foreign currency for spot and standard derivative (plain vanilla)
transactions that exceeds a specific threshold is required to have an underlying transaction and be supported by
underlying transaction documents. These thresholds are: (i) the purchase of foreign currency against Rupiah of
more than U.S.$25,000 or its equivalent per month per customer for spot transactions; (ii) the purchase of foreign
currency against Rupiah of more than U.S.$100,000 or its equivalent per month per customer for derivative
transactions; (iii) the sales of foreign currency against Rupiah of more than U.S.$5,000,000 or its equivalent per
transaction per customer for forward transactions; and (iv) the sales of foreign currency against Rupiah of more
than U.S.$1,000,000 or its equivalent per transaction per customer for option transaction. The underlying
transaction and supporting transaction documents are also required for transactions of foreign exchange
structured products in the form of a call spread option, in any amount. Further, the maximum amount of such
foreign exchange conversion cannot exceed the value of the underlying transaction.
The following qualify as “underlying transactions” for purposes of PBI 18/18/2016: (i) domestic and
international trade of goods and services; (ii) investment in the form of direct investment, portfolio investment,
loans, capital and other investment inside and outside Indonesia; and/or (iii) the granting of facility or financing
from a bank in foreign currencies and/or Rupiah for trade and investment activities. The underlying transaction
may not include: (i) a placement of funds in banks in the form of, among others, saving account, demand deposit
account, time deposit, or Negotiable Certificate Deposit (“NCD”); (ii) money transfers by a remittance
company;(iii) undrawn credit facilities, including standby loans and undisbursed loans; or (iv) usage of Bank
Indonesia securities in foreign currencies.
Indonesian companies purchasing foreign currencies from banks by way of (i) spot transactions;(ii) standard
derivative (plain vanilla) transactions; (iii) forward transactions and (iv) option transactions in excess of
U.S.$25,000, U.S.$100,000, U.S.$5,000,000 and U.S.$1,000,000, respectively, will be required to submit certain
supporting documents to the selling bank, including, among other items, a duly stamped or authenticated written
statement by the company confirming that the underlying transaction document is valid and correct, and the
amount of foreign currency purchased does not or will not exceed the amount stated in the underlying transaction
document. For the qualifying purchase of foreign currencies, the company must declare in a duly stamped or
authenticated written statement by the company that its aggregate foreign currency purchases do not exceed the
relevant thresholds.
Bank Indonesia also issued Bank Indonesia Regulation No. 18/19/PBI/2016 dated September 5, 2016 on Foreign
Exchange Transaction to Rupiah between Banks and Foreign Parties (“PBI 18/19/2016”), as implemented by the
Members of the Board of Governor of Bank Indonesia Regulation No. 20/17/PADG/2018 dated August 15, 2018.
Similar to PBI 18/18/2016, PBI 18/19/2016 is intended to comprehensively govern foreign exchange transactions
against Rupiah in Indonesia. However, unlike PBI 18/18/2016, which targets Indonesian bank customers, PBI
18/19/2016 governs foreign exchange transactions by banks and foreign parties.
PBI 18/19/2016 also requires an underlying transaction if a foreign exchange transaction exceeds certain
threshold amounts. The thresholds set forth by PBI 18/19/2016, which are similar to the threshold amounts under
PBI 18/18/2016, are: (i) for spot transactions, a purchase of foreign exchange against the Rupiah equivalent of
U.S.$25,000 per month per foreign party, or its equivalent; (ii) for derivative transactions, the sale and purchase
of foreign exchange against the Rupiah equivalent of U.S.$1,000,000 per transaction per foreign party or per
outstanding amount of each derivative transaction per bank, or its equivalent; (iii) for forward transactions, the
sales of foreign currency against Rupiah of more than U.S.$5,000,000 or its equivalent per transaction per
customer; and (iv) for option transactions, the sales of foreign currency against Rupiah of more than
U.S.$1,000,000 or its equivalent per transaction per customer.
Similar to PBI 18/18/2016, PBI 18/19/2016 also requires foreign parties that (i) conducting foreign currency
structured product against Rupiah in form of a call spread option in any amount and (ii) purchasing foreign
currencies from banks by way of (a) spot transactions; and (b) standard derivative (plain vanilla) transactions in
excess of U.S.$25,000 and U.S.$100,000, respectively, to submit certain supporting documents to the selling
bank, including, among other items, a duly stamped or authenticated written statement by the company
confirming that the underlying transaction document is valid and correct, and the amount of foreign currency
purchased is or will not exceed the amount stated in the underlying transaction document. For the purchase of
foreign currencies not exceeding such thresholds, the company must declare in a duly stamped or authenticated
written statement by the company that its aggregate foreign currency purchases do not exceed the thresholds in
the Indonesian banking system.

48
Currency Law
On June 28, 2011, the Government issued Law No. 7 of 2011 (the “Currency Law”) concerning the use of
Rupiah. The Currency Law requires the use of and prohibits the rejection of Rupiah in certain transactions
occurring within the jurisdiction of Indonesia.
Article 21 of the Currency Law requires the use of Rupiah in payment transactions, monetary settlements of
obligations and other financial transactions (among others, the deposit of money) within the territory of
Indonesia. However, there are a number of exceptions to this rule including certain transactions related to the
state budget (Anggaran dan Pendapatan Belanja Negara), income and grants from and to foreign countries,
international trade transactions, foreign currency savings in a bank and international financing transactions.
Article 23 of the Currency Law prohibits the rejection of Rupiah offered as a means of payment, to settle
obligations or in other financial transactions within Indonesia unless there is uncertainty regarding the
authenticity of the Rupiah bills offered. The said prohibition does not apply to transactions in which the payment
or settlement of obligations in a foreign currency has been agreed in writing. Any violation to this requirement is
subject to one year of imprisonment and fines up to a maximum of Rp.200 million.
In addition to the above, pursuant to Bank Indonesia Regulation No. 17/3/PBI/2015 concerning the Requirement
to Use Rupiah in the Territory of the Republic of Indonesia (“PBI on Use of Rupiah”), any violation of the
requirement to use Rupiah in non-cash transactions will be subject to administrative sanctions in the form of
admonition letter, fine in the amount of 1% of the transaction value up to a maximum of Rp. 1 billion,
prohibition to participate in payment traffic, and/or Bank Indonesia’s recommendation to the competent
authorities to impose actions based on their authority.

49
CAPITALIZATION AND INDEBTEDNESS
The following table shows our cash and cash equivalents and consolidated capitalization as at
September 30, 2019 and as adjusted to give effect to the issuance and sale of the Offer Shares in the Combined
Offering, after deduction of underwriting fees and commissions and other estimated expenses.
Prospective purchasers of the Offer Shares should read this table in conjunction with our consolidated financial
statements contained elsewhere in this Offering Circular and the sections in this Offering Circular entitled
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Use of
Proceeds.”

As at September 30, 2019 (except as stated otherwise)


Actual As Adjusted(1)
(Rp. million) (U.S.$ million)(3) (Rp. million) (U.S.$ million)(3)
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . 1,305,970 92.1 2,469,005 174.2
Indebtedness
Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143,093 10.1 143,093 10.1
Intercompany loans—current maturity . . . . . . . . . . . . 37,572 2.7 37,572 2.7
Intercompany loans—net of current maturity . . . . . . . 1,842,998 130.0 1,842,998 130.0
Total Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,023,663 142.8 2,023,663 142.8
Equity(2)
Authorized 13,301,031,600 Shares, issued and fully
paid 3,325,257,900 Shares with par value of
Rp.100 per share . . . . . . . . . . . . . . . . . . . . . . . . . . . 332,526 23.5 415,657 29.3
Foreign exchange difference on paid-in capital . . . . . . 11,503 0.8 11,503 0.8
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . (8,849) (0.6) 1,071,055 75.6
Merging entities equity . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,782,006 196.3 2,782,006 196.3
Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . 200 0.0 200 0.0
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,117,386 219.9 4,280,421 302.0
Total capitalization (excluding cash and cash
equivalents) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,141,049 362.7 6,304,084 444.8
(1) Adjusted to give effect to the proceeds received by the Company in the Combined Offering (after deduction of underwriting fees and
commissions and other estimated transaction expenses).
(2) As at June 30, 2019, our share capital consisted of Series A shares—authorized 20,000 shares, issued and fully paid 6,350 shares with par
value of Rp.4,325,400 (full amount) per share and Series B shares—authorized 35,500 shares, issued and fully paid 17,700 shares with
par value of Rp.17,235,000 (full amount) per share. On September 26, 2019, our articles of association were amended to give effect to
the Combined Offering and our share capital is as set forth in the table above.
(3) Converted into U.S. Dollars based on the exchange rate of Rp.14,174 = U.S.$1.00 on September 30, 2019 for the convenience of the
reader. See “Exchange Rates and Exchange Controls”.

Except as disclosed in this Offering Circular, there have been no material adverse changes in our capitalization
since September 30, 2019.

50
DILUTION
If you purchase our shares in the Combined Offering, your interest will be diluted to the extent of the difference
between the Offer Price per share and the pro forma net assets book value per share of our shares after the
Combined Offering. Net assets book value per share is calculated by dividing our net assets book value
(consolidated total assets less consolidated total liabilities) by our number of outstanding common shares.
Our historical net asset book value as at September 30, 2019 was Rp.3,117 billion, or Rp.937 per Share, based on
3,325,257,900 common shares outstanding on that date. After giving effect to the sale of 831,314,400 Offer
Shares by us at an Offer Price of Rp.1,500 per Share, less the estimated underwriting fees and commissions and
other offering-related expenses but without taking into account, any other changes book value of net assets after
September 30, 2019, resulting in estimated net proceeds to us from the Combined Offering of Rp.1,163 billion,
our pro forma net asset book value as at September 30, 2019 would be Rp.4,280 billion, or Rp.1,030 per Share.
This represents an immediate increase in the net asset book value of Rp.92 per Share to existing shareholders and
an immediate dilution of Rp.470 per Share to new investors in the Offering.
The following table illustrates dilution on a per share basis based on the Offer Price of Rp.1,500 per Offer Share:

Offer Price per Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rp. 1,500


Net asset book value per Share as at September 30, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rp. 937
Pro forma net asset book value after the Combined Offering (in millions) . . . . . . . . . . . . . . . . . . . Rp.4,280,421
Pro forma net asset book value per Share after the Combined Offering . . . . . . . . . . . . . . . . . . . . . . Rp. 1,030
Increase in net asset book value per Share after the Combined Offering . . . . . . . . . . . . . . . . . . . . . Rp. 92
Dilution per Share to new investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rp. 470
Dilution per Share to new investors (as a percentage of the Offer Price) . . . . . . . . . . . . . . . . . . . . . 31.3%

51
SELECTED FINANCIAL INFORMATION AND OPERATING DATA
Prospective purchasers should read the selected consolidated financial information presented below in
conjunction with our consolidated financial statements and the notes to the consolidated financial statements
included in this Offering Circular. Prospective purchasers should also read the section of this Offering Circular
entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
The following tables present our consolidated financial information and operating data as at the dates or for each
of the periods indicated. The selected consolidated statements of profit or loss and other comprehensive income
and other financial data for the years ended December 31, 2016, 2017 and 2018 and for the six months ended
June 30, 2018 and 2019 and the summary consolidated statements of financial position as at December 31, 2016,
2017 and 2018 and as at June 30, 2019 in the tables below have been derived from our historical consolidated
financial statements included elsewhere in this Offering Circular and are qualified in its entirety by reference to
those consolidated financial statements and the related notes thereto. Our consolidated financial statements as at
and for the years ended December 31, 2016, 2017 and 2018 and as at June 30, 2019 and for the six months ended
June 30, 2018 and 2019, were audited by KAP Tanudiredja, Wibisana, Rintis & Rekan, independent accountants,
in accordance with the auditing standards established by IAPI, as stated in their audit report appearing elsewhere
in this Offering Circular. Our historical results for any prior or interim periods are not necessarily indicative of
results to be expected for a full fiscal year or for any future period.
This Offering Circular contains conversion of Rupiah amounts into U.S. Dollars at specified rates solely for the
convenience of the readers. Unless otherwise indicated, Rupiah amounts have been translated into U.S. Dollars,
based on the exchange rate of Rp.14,141 = U.S.$1,00 (rounded to millions). These translations have not been
audited and should not be construed as representations that Rupiah amounts have been, would have been or could
be converted into U.S. Dollars at such rate. See “Exchange Rates and Exchange Controls”.
Our consolidated financial statements are reported in Rupiah, and our functional currency is the Rupiah. We have
prepared and presented our consolidated financial statements in accordance with Indonesian FAS, which differs
in certain respects from IFRS. See “Summary of Certain Differences Between Indonesian FAS and IFRS.”

Consolidated Statements of Profits or Loss and Other Comprehensive Income

Year ended December 31 Six months ended June 30


2016 2017 2018 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
NET REVENUE . . . . . . . . . . . . . . 6,812,884 7,278,121 8,350,583 590.5 3,935,154 4,209,402 297.7
COST OF REVENUE . . . . . . . . . . (5,460,534) (5,383,384) (6,240,508) (441.3) (2,865,634) (3,169,835) (224.2)
GROSS PROFIT . . . . . . . . . . . . . . 1,352,350 1,894,737 2,110,075 149.2 1,069,520 1,039,567 73.5
Selling expenses . . . . . . . . . . . . . (1,456,194) (1,340,223) (1,432,461) (101.3) (663,941) (682,329) (48.3)
General and administrative
expenses . . . . . . . . . . . . . . . . . . (181,065) (248,590) (174,214) (12.3) (77,750) (122,566) (8.7)
Finance income . . . . . . . . . . . . . . 11,623 21,699 27,241 1.9 13,648 12,785 0.9
Finance costs . . . . . . . . . . . . . . . . (78,323) (71,006) (51,508) (3.6) (25,837) (24,903) (1.8)
Gain/(loss) on foreign exchange,
net . . . . . . . . . . . . . . . . . . . . . . 24,901 (53,734) (183,845) (13.0) (156,847) 7,823 0.6
Tax expenses . . . . . . . . . . . . . . . . (17,208) (10,192) (11,918) (0.8) (10,620) (19,310) (1.4)
Others, net . . . . . . . . . . . . . . . . . . 10,736 5,784 6,510 0.5 6,841 3,939 0.3
PROFIT/(LOSS) BEFORE
INCOME TAX . . . . . . . . . . . . . . (333,180) 198,475 289,880 20.5 155,014 215,006 15.2
INCOME TAX (EXPENSES)/
BENEFITS . . . . . . . . . . . . . . . . . 55,154 (88,334) (108,724) (7.7) (66,016) (61,080) (4.3)
PROFIT/(LOSS) FOR THE
PERIOD/YEAR . . . . . . . . . . . . . (278,026) 110,141 181,156 12.8 88,998 153,926 10.9
OTHER COMPREHENSIVE
INCOME/(LOSS)
Items that will not be reclassified
to profit or loss:
Remeasurement of employee
benefits obligation . . . . . . . . . . (9,163) (13,444) 24,470 1.7 10,283 (8,610) (0.6)
Related income tax . . . . . . . . . . . 2,291 3,361 (6,118) (0.4) (2,571) 2,152 0.2

52
Year ended December 31 Six months ended June 30
2016 2017 2018 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
TOTAL OTHER
COMPREHENSIVE (LOSS)/
INCOME, NET OF TAX . . . . . (6,872) (10,083) 18,352 1.3 7,712 (6,458) (0.5)
TOTAL COMPREHENSIVE
INCOME/(LOSS) FOR THE
PERIOD/YEAR . . . . . . . . . . . . . (284,898) 100,058 199,508 14.1 96,710 147,468 10.4
PROFIT/(LOSS) FOR THE
PERIOD/YEAR
ATTRIBUTABLE TO:
Owners of the parent . . . . . . . . . . (278,024) 110,198 181,256 12.8 89,098 153,909 10.9
Non-controlling interest . . . . . . . (2) (57) (100) (0.0) (100) 17 0.0
(278,026) 110,141 181,156 12.8 88,998 153,926 10.9
TOTAL COMPREHENSIVE
INCOME/(LOSS)
ATTRIBUTABLE TO:
Owners of the parent . . . . . . . . . . (284,895) 100,116 199,607 14.1 96,810 147,453 10.4
Non-controlling interest . . . . . . . (3) (58) (99) (0.0) (100) 15 0.0
(284,898) 100,058 199,508 14.1 96,710 147,468 10.4
EARNINGS/(LOSSES) PER
SHARE—BASIC AND
DILUTED (FULL
AMOUNT) . . . . . . . . . . . . . . . . . (11,560,250) 4,582,037 7,536,632 533.0 3,704,698 6,399,543 452.6

Consolidated Statements of Financial Position

As at December 31 As at June 30
2016 2017 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (U.S.$
million) million) million) million) million) million)
ASSETS
CURRENT ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . 862,760 1,110,939 1,140,083 80.6 1,392,304 98.5
Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . 1,323 1,332 1,133 0.1 1,107 0.1
Trade receivables
—Related parties . . . . . . . . . . . . . . . . . . . . 99,947 190,704 215,751 15.3 204,663 14.5
—Third parties . . . . . . . . . . . . . . . . . . . . . . 1,493,327 1,394,984 1,573,963 111.3 1,564,113 110.6
Other receivables
—Related parties . . . . . . . . . . . . . . . . . . . . 15,455 17,992 12,200 0.9 71,685 5.1
—Third parties . . . . . . . . . . . . . . . . . . . . . . 21,691 39,267 3,391 0.2 2,946 0.2
Derivative receivables . . . . . . . . . . . . . . . . . . 581 — — — — —
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . 589,431 513,517 724,227 51.2 735,411 52.0
Assets held for sale . . . . . . . . . . . . . . . . . . . . — — 60,492 4.3 — —
Prepaid taxes
—Corporate income tax . . . . . . . . . . . . . . . 287,865 288,954 140,812 10.0 139,255 9.8
—Other taxes . . . . . . . . . . . . . . . . . . . . . . . 86,519 105,733 169,753 12.0 132,845 9.4
Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . 385 387 — — — —
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . 70,295 52,829 103,391 7.3 116,516 8.2
Total Current Assets . . . . . . . . . . . . . . . . . . 3,529,579 3,716,638 4,145,196 293.1 4,360,845 308.4

53
As at December 31 As at June 30
2016 2017 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (U.S.$
million) million) million) million) million) million)
NON-CURRENT ASSETS
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . 3,571,483 3,234,381 2,940,768 208.0 2,804,142 198.3
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . 116,856 89,136 90,783 6.4 94,715 6.7
Refundable deposits . . . . . . . . . . . . . . . . . . . . 3,343 3,374 2,900 0.2 2,826 0.2
Total non-current assets . . . . . . . . . . . . . . . 3,691,682 3,326,891 3,034,451 214.6 2,901,683 205.2
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . 7,221,261 7,043,529 7,179,647 507.7 7,262,528 513.6
LIABILITIES
CURRENT LIABILITIES
Trade payables
—Related parties . . . . . . . . . . . . . . . . . . . . 31,888 32,628 46,659 3.3 29,723 2.1
—Third parties . . . . . . . . . . . . . . . . . . . . . . 698,257 756,269 885,017 62.6 815,436 57.7
Other payables
—Related parties . . . . . . . . . . . . . . . . . . . . 46,650 38,635 23,282 1.6 17,007 1.2
—Third parties . . . . . . . . . . . . . . . . . . . . . . 76,932 67,872 84,295 6.0 38,235 2.7
Accruals and provisions . . . . . . . . . . . . . . . . . 823,917 903,504 1,016,736 71.9 1,121,105 79.3
Derivative payables . . . . . . . . . . . . . . . . . . . . — 264 1,142 0.1 1,383 0.1
Taxes payable
—Corporate income tax . . . . . . . . . . . . . . . — 19,886 31,676 2.2 24,120 1.7
—Other taxes . . . . . . . . . . . . . . . . . . . . . . . 12,108 8,097 10,239 0.7 12,642 0.9
Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 954,968 526,728 256,364 18.1 245,686 17.4
Intercompany loans—current maturity . . . . . 35,616 35,913 38,386 2.7 37,485 2.7
Total Current Liabilities . . . . . . . . . . . . . . . 2,680,336 2,389,796 2,393,796 169.3 2,342,822 165.7
NON-CURRENT LIABILITIES
Intercompany loans . . . . . . . . . . . . . . . . . . . . 1,932,066 1,945,604 1,884,293 133.3 1,850,252 130.8
Employee benefits obligation . . . . . . . . . . . . 74,895 109,933 103,854 7.3 124,282 8.8
Total Non-current Liabilities . . . . . . . . . . . 2,006,961 2,055,537 1,988,147 140.6 1,974,534 139.6
TOTAL LIABILITIES . . . . . . . . . . . . . . . . 4,687,297 4,445,333 4,381,943 309.9 4,317,356 305.3
EQUITY
Share capital
Series A shares—authorized 20,000 shares,
issued and fully paid 6,350 shares with par
value of Rp.4,325,400 (full amount) per
share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,466 27,466 27,466 1.9 27,466 1.9
Series B shares—authorized 35,500 shares,
issued and fully paid 17,700 shares with
par value of Rp.17,235,000 (full amount)
per share . . . . . . . . . . . . . . . . . . . . . . . . . . . 305,060 305,060 305,060 21.6 305,060 21.6
Foreign exchange difference on paid-in
capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,503 11,503 11,503 0.8 11,503 0.8
Additional paid-in capital . . . . . . . . . . . . . . . — (8,849) (8,849) (0.6) (8,849) (0.6)
Merging entities equity . . . . . . . . . . . . . . . . . 33,998 — — — — —
Retained earnings
—Appropriated . . . . . . . . . . . . . . . . . . . . . 5,700 5,700 5,700 0.4 5,700 0.4
—Unappropriated . . . . . . . . . . . . . . . . . . . . 2,149,896 2,257,033 2,456,640 173.7 2,604,093 184.2
Equity attributable to owners of the
parent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,533,623 2,597,913 2,797,520 197.8 2,944,973 208.3
Non-controlling interest . . . . . . . . . . . . . . . . 341 283 184 0.0 199 0.0
TOTAL EQUITY . . . . . . . . . . . . . . . . . . . . . 2,533,964 2,598,196 2,797,704 197.8 2,945,172 208.3
TOTAL LIABILITIES AND EQUITY . . . 7,221,261 7,043,529 7,179,647 507.7 7,262,528 513.6

54
Consolidated Statements of Cash Flows Data

Year ended December 31 Six months ended June 30


2016 2017 2018 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
Net cash flows provided from
operating activities . . . . . . . . . . 262,108 791,842 651,971 46.1 632,646 320,432 22.7
Net cash flows used in investing
activities . . . . . . . . . . . . . . . . . . (81,856) (79,853) (135,037) (9.5) (11,215) (40,695) (2.9)
Net cash flows (used in)/provided
from financing activities . . . . . . 264,507 (463,894) (492,060) (34.8) (321,139) (27,108) (1.9)
Net increase in cash and cash
equivalents . . . . . . . . . . . . . . . . 444,759 248,095 24,874 1.8 300,292 252,629 17.9
Cash and cash equivalents at the
beginning of the period/year . . . 418,225 862,760 1,110,939 78.6 1,110,939 1,140,083 80.6
Foreign exchange difference on
cash and cash equivalents . . . . . (224) 84 4,270 0.3 869 (408) (0.0)
Cash and cash equivalents at the
end of the period/year . . . . . . . 862,760 1,110,939 1,140,083 80.6 1,412,100 1,392,304 98.5

Non-GAAP Measures and Other Financial Data

As at or for the six months ended


As at or for the Year Ended December 31 June 30
2016 2017 2018 2018 2018 2019 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
Net Revenue—Third
Parties(1) . . . . . . . . . . . . . . . . . 6,197,142 6,502,767 7,066,226 499.7 3,367,577 3,665,912 259.2
Net Revenue—Third Parties
(Year on Year Growth) . . . . . — 4.9% 8.7% — — 8.9% —
Sales Promotion and Sales
Return and Discount/Gross
Revenue(2) . . . . . . . . . . . . . . . . 22.7% 17.1% 15.9% — 15.8% 16.5% —
Gross Profit Margin(3) . . . . . . . . 19.8% 26.0% 25.3% — 27.2% 24.7% —
Net Profit Margin(4) . . . . . . . . . . (4.1%) 1.5% 2.2% — 2.3% 3.7% —
Selling Expenses/Net
Revenue . . . . . . . . . . . . . . . . . 21.4% 18.4% 17.2% — 16.9% 16.2% —
Selling Expenses and General
and Administrative Expenses/
Net Revenue . . . . . . . . . . . . . . 24.0% 21.8% 19.2% — 18.8% 19.1% —
Return on Assets(5) . . . . . . . . . . . (4.0%) 1.4% 2.8% — — 2.0% —
Return on Equity(6) . . . . . . . . . . . (11.2%) 3.9% 7.1% — — 5.0% —
Trade Receivables Turnover
Days(7) . . . . . . . . . . . . . . . . . . 84.2 78.4 77.2 — — 75.6 —
Trade Payables Turnover
Days(8) . . . . . . . . . . . . . . . . . . 48.1 52.8 53.8 — — 48.0 —
Inventory Turnover Days(9) . . . . 38.9 34.3 41.8 — — 41.8 —
EBITDA(10) . . . . . . . . . . . . . . . . . 107,509 622,020 659,276 46.6 338,753) 402,143 28.4
EBITDA Margin(11) . . . . . . . . . . 1.6% 8.5% 7.9% — 8.6% 9.6% —
(1) Net revenue attributable to third parties refers to gross revenue attributable to third parties less sales promotion and sales return and
discount. See Note 20 to our audited consolidated financial statements.
(2) Gross revenue refers to gross revenue attributable to related and third parties before the deduction of sales return and discount and sales
promotion.
(3) Gross profit margin refers to gross profit as a percentage of net revenue.
(4) Net profit margin refers to profit/(loss) for the period/year as a percentage of net revenue.
(5) Return on Assets is calculated by dividing total comprehensive income/(loss) for the period/ year with total asset.

55
(6) Return on Equity is calculated by dividing total comprehensive income/(loss) for the period/ year with total equity.
(7) Trade receivables turnover days are calculated by dividing our trade receivables as at the end of the relevant period by the net revenue
per day for the relevant period. Net revenue per day for the relevant period is calculated by dividing net revenue for the relevant period
by 360 days for the years ended December 31, 2016, 2017 and 2018 and by 180 days for the six months ended June 30, 2018 and 2019.
(8) Trade payables turnover days are calculated by dividing our trade payables of related and third parties as at the end of the relevant period
by the cost of revenue per day for the relevant period/year. Cost of revenue per day for the relevant period/year is calculated by dividing
cost of revenue for the relevant year by 360 days for the years ended December 31, 2016, 2017 and 2018 and by 180 days for the six
months ended June 30, 2018 and 2019.
(9) Inventory turnover days are calculated by dividing our inventories as at the end of the relevant period by the cost of revenue per day for
the relevant period/year. Cost of revenue per day for the relevant period/year is calculated by dividing cost of revenue for the relevant
year by 360 days for the years ended December 31, 2016, 2017 and 2018 and by 180 days for the six months ended June 30, 2018 and
2019.
(10) We calculate EBITDA by adding depreciation expense, finance costs to profit/loss before income tax for the year or period and
deducting finance income from profit/loss before income tax for the year or period.
(11) EBITDA margin refers to EBITDA divided by net revenue.

Non-GAAP Financial Data

Year ended December 31 Six months ended June 30


2016 2017 2018 2018 2018 2019 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
Profit/(loss) before income tax . . . . . . . . (333,180) 198,475 289,880 20.5 155,014 215,006 15.2
Add:
Depreciation expenses . . . . . . . . . . . . . 373,989 374,238 345,129 24.4 171,550 175,019 12.4
Finance costs . . . . . . . . . . . . . . . . . . 78,323 71,006 51,508 3.6 25,837 24,903 1.7
Less:
Finance income . . . . . . . . . . . . . . . . . . (11,623) (21,699) (27,241) (1.9) (13,648) (12,785) (0.9)
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . 107,509 622,020 659,276 46.6 338,753 402,143 28.4

Operational Data

As at December 31 As at June 30
2016 2017 2018 2019

Production Capacity (in million pieces)


Baby care products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,787 5,805 5,831 2,916
Feminine care products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,619 2,851 2,857 1,428
Healthcare products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81 98 123 62
Aggregate utilization rate of production facilities (%)
Baby care products(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77% 75% 83% 80%
Feminine care products(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87% 82% 87% 85%
Healthcare products(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49% 65% 81% 90%
Number of Distributors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 85 90 108
(1) utilization rate for year/period ended

56
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management’s discussion and analysis of financial condition and results of operations should be
read in conjunction with the summary and selected financial information and other data and the audited
consolidated financial statements and related notes as at and for the years ended December 31, 2016, 2017 and
2018, and the six months ended June 30, 2018 and 2019. Results for the interim periods are not necessarily
indicative of results for the full year. Our consolidated financial statements as at and for the financial years
ended December 31, 2016, 2017 and 2018, and as at June 30, 2019 and for the six months ended June 30, 2018
and 2019, have been audited by KAP Tanudiredja, Wibisana, Rintis & Rekan (a member of the
PricewaterhouseCoopers network of firms) (“PwC”). The discussion in this section contains forward-looking
statements and reflects our current view with respect to future events and financial performance. Actual results
may differ materially from those anticipated in these forward-looking statements as a result of certain factors,
including but not limited to those set forth under “Forward-Looking Statements”, “Risk Factors” and elsewhere
in this Offering Circular.
This Offering Circular contains conversion of Rupiah amounts into U.S. Dollars at specified rates solely for the
convenience of the readers. Unless otherwise indicated, Rupiah amounts have been translated into U.S. Dollars,
based on the exchange rate of Rp.14,141 = U.S.$1.00 (rounded to millions). These translations have not been
audited and should not be construed as representations that Rupiah amounts have been, would have been or
could be converted into U.S. Dollars at such rate. See “Exchange Rates and Exchange Controls”.

Overview
We are the leading producer of baby care products, feminine care products and healthcare adult incontinence
products in Indonesia. According to Euromonitor, we are the market leader in Indonesia across our three main
product categories, with a market share of approximately 49.8% in baby care products, 42.1% in feminine care
products and 46.3% in healthcare adult incontinence products, in each case, based on retail market value in 2018.
We are a subsidiary of UC Japan, with UC Japan owning a 74.0% equity interest and Purinusa owning a 26.0%
equity interest, prior to the Combined Offering. We are part of the Unicharm Group, a leading producer of
hygienic baby care, feminine care and healthcare adult incontinence products, as well as pet care, cosmetics and
household products.
We utilize advanced proprietary absorbent material and non-woven fabric technologies licensed from UC Japan,
which we believe, is the basis for our success in our key product categories. We manufacture hygienic disposable
products and sell them under UC Japan’s brands, including the “MamyPoko” line of baby diapers, the “Charm”
line of sanitary napkins and the “Lifree” line of healthcare adult incontinence products. We believe our products
and brands benefit from a favorable perception from consumers of safety and quality associated with our use of
Japanese technology, brand reputation and business ethos that is centered on product quality.

Recent Developments
The Company issued its unaudited consolidated interim financial information as at September 30, 2019 and for
the nine months ended September 30, 2018 and 2019 on November 1, 2019. Such financial information was
reviewed by KAP Tanudiredja, Wibisana, Rintis & Rekan (a member of the PricewaterhouseCoopers network of
firms), in accordance with SRE 2410 “Standard on Review Engagement” established by IAPI, as stated in their
review report included elsewhere in this Offering Circular. Our results for the nine months ended September 30,
2019 should not be considered indicative of results to be expected for a full fiscal year or for any future period.
Subsequent to the listing of its Shares on the IDX, the Company will be required to prepare quarterly financial
reports pursuant to the rules of the IDX.
One of our top ten distributors, PT Mega Maju Mandiri, is subject to bankruptcy proceedings which have been
commenced against it recently. Sales to PT Mega Maju Mandiri accounted for less than 10.0% of our gross
revenue for the six months ended June 30, 2019. We cannot assure you that we will recover our outstanding trade
receivables due from this distributor as a result of such proceedings.

57
Recent financial performance
The tables below set out certain financial information of the Company as at and for the periods indicated.

Nine months ended September 30


2018 2019
(Rp. million) (Rp. million) (U.S.$ million) (1)
Certain Line Items in the Consolidated Statements of Profits or
Loss and Other Comprehensive Income
Net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,056,919 6,254,553 442.3
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,494,766) (4,699,424) (332.3)
Selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (983,314) (876,171) (62.0)
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . (155,222) (182,073) (12.9)
Profit before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194,163 468,348 33.1
Profit for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113,754 329,268 23.3
Total comprehensive income for the period . . . . . . . . . . . . . . . . . . . . . 126,772 319,682 22.6

As at
December 31,
2018 As at September 30, 2019
(Rp. million) (Rp. million) (U.S.$ million)(1)
Certain Line Items in the Consolidated Statements of Financial
Position
Assets
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,145,196 4,424,650 312.9
Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,034,451 2,820,254 199.4
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,179,647 7,244,904 512.3
Liabilities
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,393,796 2,150,722 152.1
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,988,147 1,976,796 139.8
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,381,943 4,127,158 291.9
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,797,704 3,117,386 220.5

Nine months ended September 30


2018 2019
(Rp. million) (Rp. million) (U.S.$ million)(1)
Certain Line Items in the Consolidated Statements of Cash Flows
Net cash flows provided from operating activities . . . . . . . . . . . . . . . . 780,864 292,602 20.7
Net cash flows provided from/ (used in) investing activities . . . . . . . . . (97,123) 12,448 0.9
Net cash flows used in financing activities . . . . . . . . . . . . . . . . . . . . . . (500,223) (138,588) 9.8
(1) Converted into U.S. Dollars based on the exchange rate of Rp.14,174 = U.S.$1.00 on September 30, 2019 for the convenience of the
reader. See “Exchange Rates and Exchange Controls”.

Discussion of recent trends


Our net revenue increased by Rp.197,634 million (U.S.$14.0 million), or 3.3%, to Rp.6,254,553 million
(U.S.$442.3 million) in the nine months ended September 30, 2019 from Rp.6,056,919 million in the nine
months ended September 30, 2018. The increase in net revenue was primarily as a result of an increase in gross
revenue attributable to third parties which increased by Rp.431,355 million, or 6.9%, to Rp.6,707,681 million in
the nine months ended September 30, 2019 from Rp.6,276,326 million in the nine months ended September 30,
2018, partly offset by a decrease in gross revenue attributable to related parties, which decreased by
Rp.127,459 million (U.S.$9.0 million), or 13.5%, to Rp.815,388 million (U.S.$57.7 million) in the nine months
ended September 30, 2019 from Rp.942,847 million in the nine months ended September 30, 2018. The decrease
in related party sales was due to a reduction in the sale of baby care products to our related party in India in the
nine months ended September 30, 2019 as such related party resumed its production activities. Gross revenue
attributable to third parties increased in line with our higher sales volume and price increases in our baby care,
feminine care and healthcare adult incontinence products.
As a consequence of the discontinuation of our agreement with PT. Unirama Duta Niaga effective August 2019,
our sales to PT. Unirama Duta Niaga were reduced significantly in August and September 2019. While we have
appointed new distributors to replace PT Unirama Duta Niaga and engaged in direct sales on a temporary basis
with certain of our key accounts in the modern trade channel, the loss of business from PT Unirama Duta Niaga

58
was not fully absorbed in August and September of 2019, which resulted in a decrease in the growth of gross
revenue attributable to third parties in the third quarter of our financial year.
Sales promotion and sales return and discount (which only relate to sales made to third parties) as a percentage of
gross revenue increased slightly from 16.1% to 16.9% in the nine months ended September 30, 2018 and 2019,
respectively. This was driven by an increase in sales return and discounts as a percentage of gross revenue from
1.0% to 2.0%, offsetting the decrease in sales promotion as a percentage of gross revenue from 15.1% to 14.9%
in the nine months ended September 30, 2018 and 2019, respectively. Net revenue attributable to third parties
(net of sales promotion and sales return and discount) grew by 6.4% during the period.
Our cost of revenue increased by Rp.204,658 million (U.S.$14.5 million), or 4.6%, to Rp.4,699,424 million
(U.S.$332.3 million) in the nine months ended September 30, 2019 from Rp.4,494,766 million in the nine
months ended September 30, 2018, primarily due to an increase in the cost of raw materials used and direct labor
costs.
As a result of the foregoing, our gross profit decreased slightly by Rp.7,024 million (U.S.$0.5 million) to
Rp.1,555,129 million (U.S.$110.0 million) in the nine months ended September 30, 2019 from
Rp.1,562,153 million in the nine months ended September 30, 2018. Our gross profit as a percentage of net
revenue decreased slightly from 25.8% in the nine months ended September 30, 2018 to 24.9% in the nine
months ended September 30, 2019.
Our selling expenses decreased by Rp.107,143 million (U.S.$7.6 million), or 10.9%, to Rp.876,171 million
(U.S.$62.0 million) in the nine months ended September 30, 2019 from Rp.983,314 million in the nine months
ended September 30, 2018, primarily due to a decrease in sales promotion expense and freight expense, partially
offset by an increase in advertising and marketing expense. In the nine months ended September 30, 2019, we
recorded sales promotion income of Rp.483 million as a result of a reversal of sales promotion expense of
Rp.116 billion (which was accrued in 2016, pursuant to a tax assessment notice) following receipt of the
assessment result in September 2019, while we recorded sales promotion expense in the six months ended
June 30, 2019 and the nine months ended September 30, 2019.
As a result of the foregoing, our profit for the period increased by Rp.215,514 million (U.S.$15.2 million) to
Rp.329,268 million (U.S.$23.3 million) in the nine months ended September 30, 2019 from Rp.113,754 million
in the nine months ended September 30, 2018.
Net cash provided by operating activities was Rp.292,602 million (U.S.$20.7 million) for the nine months ended
September 30, 2019 and was Rp.780,864 million for the nine months ended September 30, 2018. The decrease in
net cash from operating activities was primarily as a result of an increase in cash outflows relating to payment to
suppliers and other parties by Rp.387,183 million and payment of corporate income tax by Rp.16,356 million and
a decrease in cash inflows from tax refunds from tax assessment by Rp.118,959 million in the nine months ended
September 30, 2019 compared to the same period in 2018.
Net cash received from investing activities was Rp.12,448 million (U.S.$0.9 million) for the nine months ended
September 30, 2019 and net cash used in investing activities was Rp.97,123 million for the nine months ended
September 30, 2018. The change was primarily due to a decrease in cash outflows relating to purchase of fixed
assets by Rp.56,980 million in the nine months ended September 30, 2019 compared to the same period in 2018
and cash inflows of Rp.51,829 million relating to sale of assets held for sale in the nine months ended
September 30, 2019.
Net cash used in financing activities was Rp.138,588 million (U.S.$9.8 million) for the nine months ended
September 30, 2019 and was Rp.500,223 million for the nine months ended September 30, 2018. The decrease in
net cash used in financing activities was primarily as a result of a decrease in payment of bank loans by
Rp.268,384 million and a decrease in payment of intercompany loans by Rp.106,537 million in the nine months
ended September 30, 2019 compared to the same period in 2018.

Basis of Presentation
In December 2017, the Company acquired UCNWI from Unicharm Kokko Nonwoven Co., Ltd, an entity under
common control with us and which has been consolidated using the pooling-of-interest method. The components
of the financial statements for the period during which the acquisition occurred, for comparison purposes, are
presented as if the acquisition had already occurred since the beginning of the earliest period presented. The
difference between the value of the net assets acquired and the consideration paid is presented in equity as part of
“Additional Paid-in Capital”. The net carrying value of UCNWI and net assets before the acquisition period is
presented as “Merging Entities Equity” and adjusted with the effect of unrealized profit/(loss) on transaction
within the Group. See Note 5 to our audited consolidated financial statements included elsewhere in this Offering
Circular.

59
Factors Affecting our Results of Operations
Our results of operations have been, and will continue to be, affected by many factors, some of which are beyond
our control. This section sets out certain key factors that we believe have affected our results of operations in the
periods under review and could affect our results of operations in the future. For a discussion of certain risk
factors that may adversely affect our business, financial condition, results of operations and prospects, see “Risk
Factors.”

Market Demand for our Products


We are a producer of hygienic disposable products and offer a range of products including baby care products,
feminine hygiene products and healthcare adult incontinence products to our customers primarily in Indonesia.
Our historical revenue growth has been primarily attributable to an increase in the market demand for our
products in Indonesia which in turn primarily depends on the growth of the Indonesian economy as a whole, the
rising individual disposable income in Indonesia and changes in Indonesian demographics, as well as an
evolution of consumption patterns resulting in increasing market demand for our products. Slower economic
growth or recessionary periods may lead to slower growth or even declines in our sales.
During periods of economic uncertainty, particularly where the disposable income of consumers is affected,
consumers may generally purchase fewer discretionary consumer goods or switch to cheaper substitutes. In
periods of economic growth, we are able to benefit from increased disposable income and consumer purchasing
power. We expect that the rising disposable income of consumers, supported by GDP growth in Indonesia, will
promote consumer spending on our products and continue to serve as a key driver for our sales growth.
Changes in Indonesian demographics, in particular population growth, also impact the demand for our products.
Indonesia’s population grew from 255.5 million in 2015 to 265.0 million in 2018, according to Euromonitor,
with a median age of 28.8 years old. The population aged 65 years and older is expected to reach 24.4 million by
2030, according to Euromonitor, which would provide a growth catalyst for our healthcare adult incontinence
line of products. We also expect the evolution of consumption patterns, with rising appreciation for the
convenience and hygiene benefits of disposable personal hygiene products, to support the growth of our products.
According to Euromonitor, our baby care products cater to approximately 24.2 million babies and young children
aged 0-4 years. For example, the average diaper or nappy consumption per child (aged 0-4 years) in 2018 was
less than one piece per day in Indonesia, compared to 4.8 pieces in Japan, according to Euromonitor. With the
rising disposable income of the Indonesian population and the shift in consumption patterns, we expect the
demand for disposable baby care products to increase.

Cost of Raw Materials


Our raw materials primarily comprise pulp, polymer materials, non-woven fabrics and packaging materials,
which consist of cardboard boxes, polytube, film and tissue. Raw materials used accounted for a significant
proportion of our cost of revenue, or 80.1%, 80.2%, 81.1% and 83.3% of our cost of revenue for the years ended
December 31, 2016, 2017, 2018 and the six months ended June 30, 2019, respectively. Significant increases in
prices for these materials could adversely affect our profits as existing competitive pressures may make it more
difficult for us to pass on such increased costs to our consumers. Therefore, our production costs and profitability
depend, in part, on our ability to source and maintain a stable and sufficient supply of raw materials at acceptable
prices. Our price negotiations with our suppliers are typically conducted semi-annually by UC Japan with the aim
of enjoying greater economies of scale through bulk purchasing by leveraging on the Unicharm Group’s size of
operations.
The price of raw materials is determined principally by market forces such as commodity price fluctuations (in
particular of petroleum, which in turn affects the price of polymer materials) and changes in governmental
policies, as well as our bargaining power vis-à-vis suppliers. As we increase our production capacity, we expect
that our demand for raw materials will increase. We and UC Japan also generally aim to source products
domestically whenever possible and optimize our procurement practices with the view of securing long-term
competitiveness. Certain of our raw materials, such as pulp, are largely imported from the United States, Hong
Kong and Japan, and polymer materials are fully imported, directly or indirectly, from various countries. We are
able to fully source some of our raw materials such as cardboard boxes domestically and are currently in the
process to fully source some of our other raw materials such as non-woven fabrics, film and tissue domestically.
Our raw material costs are also subject to price volatility attributable to a number of other factors beyond our
control, including, but not limited to, the availability of supply (including supplier capacity constraints), general
economic conditions, commodity price fluctuations (particularly of crude oil and petroleum), demand by other
industries for the same raw materials, the availability of complementary and substitute materials, taxes and other

60
unforeseen circumstances. In 2018 and for the six months ended June 30, 2019, 36.5% and 33.3%, respectively,
of our purchases of raw materials and packaging were denominated in U.S. dollars. If the Rupiah depreciates
against the U.S. dollar, our procurement of raw materials in U.S. dollars will increase in Rupiah terms. We
expect that the prices of the raw materials we use for our products will continue to fluctuate and be affected by
prices of crude oil and refined petroleum and foreign exchange rate movements in the future. Unexpected
shortages or increases in the cost of our raw materials could have a material adverse effect on our business,
financial condition and results of operations.

Product Sale Prices


We price our products based on a combination of different factors, such as input costs, our corporate and
marketing strategies, the market positioning of our product brands, logistics expenses, anticipated market trends,
expected changes in consumer demand for our products and the selling prices of comparable or similar products
of our competitors. An increase in competition may cause us to lose market share, lose customers, or compel us
to reduce prices to remain competitive, which could result in reduced margins for our products. Competitive
pressures may not only reduce our margins but may also impact our revenue and our growth which could
adversely affect our results of operations.
Historically, we have generally maintained our sales prices at desired levels by regularly introducing new or
improved products. From time to time and subject to our assessment of our markets, we have also increased the
prices of our products. Our ability to continue to price our products at desired levels has been, and will continue
to be, important to our results of operations and financial performance.

Production Capacity and Capacity Utilization


Our results of operations are directly affected by our sales volume, which in turn is a function of our production
capacity and market demand. As at June 30, 2019, we have four production facilities located across the Java
island (two in Karawang, West Java and two in Mojokerto, East Java). The aggregate installed production
capacity of our production facilities and aggregate utilization rate across all products (but excluding baby wipes
and non-woven fabrics) were approximately 8,487, 8,754, 8,811 and 4,406 million product pieces (on an actual
basis), and 80%, 77%, 84% and 82%, as at December 31, 2016, 2017, 2018 and June 30, 2019, respectively.
We plan our production according to current customer demand to avoid over-production, high warehousing costs
and write-offs, while maintaining a certain production volume to be cost-effective and efficient. A significant
amount of inventory may result in additional storage and handling fees, increase the risk of obsolescence and put
pressure on our working capital, and we therefore actively monitor and review our inventory levels on a regular
basis and seek to maintain a reasonable level of inventories throughout our production process. Any changes in
our production capacity, along with our rate of utilization of such capacity, will affect the volume of products we
are able to sell which, in turn, affects our revenue from sales and has a significant impact on our results of
operations.

Branding and Product Mix


We currently compete against other well-known domestic and international manufacturers of hygienic disposable
products, primarily on the basis of product quality, price, product differentiation and brand name recognition. See
“Business—Competition” for more information. We believe we have successfully established consumers’
awareness and acceptance of our product brands in Indonesia and associated these brands with images of
Japanese premium quality, convenience and safety, which led to our “MamyPoko”, “Charm” and “Lifree” brands
becoming leading brands within their product categories. Due to our strong brand, we believe increasing numbers
of consumers have purchased our products, which in turn has contributed to our revenue and profit growth.
Our ability to expand our product offerings and the diversity of our product mix under our brands have had, and
will continue to have, a significant impact on our results of operations and our competitiveness in the hygienic
disposable products market in Indonesia. Different products have different gross profit margins depending on
factors such as raw material costs, production costs, product pricing and our marketing and branding strategy.
For example, our premium products typically enjoy higher profit margins. Our sales composition, margins and
profit level have varied and may continue to vary as our product mix evolves. We intend to continue to optimize
our product portfolio in response to the changes in market conditions and consumer preferences to maximize our
sales and profits.

Expansion of Distribution Network and Development of Trade Channels


Our results of operations are affected by our access to direct and indirect outlets and the coverage of our
distribution network. We have established an extensive nationwide distribution network, consisting of

61
108 independent, third party distributors who own an aggregate of 342 distribution centers, covering all
five Indonesian major islands, 98 cities and 494 regencies across Indonesia, as at June 30, 2019. Our products are
sold through three principal trade channels, namely the general trade channel, modern trade channel and other
trade channels. Other trade channels comprise (i) sales made through our distributors on e-commerce platforms,
(ii) certain export sales of our products to other members of the Unicharm Group in Australia, Thailand,
Malaysia, China, India and Vietnam, (iii) on-premises sales and (iv) limited direct sales to operators of
nationwide Indonesian minimarket chains, with access to more than 380,000 direct and indirect sales outlets
nationwide as at June 30, 2019. Currently, the general trade channel is the most important channel in our
distribution network and we aim to put more emphasis on utilizing this channel for the distribution of our
products. Due to differing distribution and promotional costs, the profitability of the products we sell varies with
each trade channel. For example, due to their size, modern trade distributors may have more bargaining power to
request longer credit turns and volume discounts, among others. Owing to higher distribution costs in the modern
trade channel, we generally enjoy higher margins within the general trade channel. In addition, the advertising
costs and the personal sales efforts required vary with each trade channel. Therefore, the expansion of our
distribution network, the geographic reach of our direct and indirect outlets and the different trade channels
directly impact our sales and profitability.
Maintaining and developing our distribution network require time and managerial and financial resources, but we
believe such efforts are an effective investment in future sales and profitability growth. Our ability to maintain
our existing distribution network and engage additional distributors to sell our products as our business grows
will have a direct impact on our sales and hence our results of operations.

Sales Promotions, Advertising and Other Marketing Efforts


Our results of operations and financial position have been, and will continue to be, affected by our ability to
maintain and enhance brand recognition and popularity of our products. For example, we offer sales promotion
schemes to our distributors, retailers, as well as local supermarkets and traditional market customers in various
forms of incentive, rebate, discounts and other promotional programs. These sales promotion schemes consist of
fixed and variable schemes. Variable schemes in general depend on either our distributors’ sales to retailers or
retailers’ sales to end customers. Such sales promotions which are directly attributable to revenues are recorded
as a deduction to gross revenues, and represented 21.9%, 16.7%, 14.8%, 14.9% and 14.5% of gross revenue for
the years ended December 31, 2016, 2017 and 2018, and the six months ended June 30, 2018 and 2019,
respectively. See Note 20 to our audited consolidated financial statements included elsewhere in this Offering
Circular. In addition, in order to further strengthen the image and market awareness of our brands, we also utilize
various forms of advertising and marketing initiatives. Our level of expenditure for each product category varies
and is dependent upon a number of factors, including our strategy for a particular product, our profit margin for
such products, the estimated potential size of the market, competition, and other factors. For example, we may
increase spending on advertising and marketing to promote the sales of our premium range products, such as our
“Premium” or “Night” pants or tape type diapers and our extra comfort, night, slim or fragrance variants for our
feminine care products. We would typically incur a higher level of expenditures for a launch of a new product.
Advertising and marketing activities have contributed to our strong branding, which we believe has been, and
will continue to be, a factor driving our results of operations. Our advertising and marketing expenses (which
forms a part of our selling expenses) were Rp.86,754 million, Rp.81,198 million, Rp.131,655 million
(U.S.$9.3 million), Rp.48,314 million and Rp.59,319 million (U.S.$4.2 million) in 2016, 2017 and 2018 and the
six months ended June 30, 2018 and 2019, respectively. Our advertising and marketing expenses as a percentage
of net revenue were 1.3%, 1.1%, 1.6%, 1.2% and 1.4% in 2016, 2017 and 2018 and the six months ended
June 30, 2018 and 2019, respectively. Our advertising and promotion expenses are likely to increase as our
business expands, and we consider such expenditures a necessary investment for a sustainable and profitable
business.

Relationship with UC Japan


As part of the Unicharm Group, we derive substantial competitive benefits from the Unicharm Group’s scale,
resources and know-how. We rely and leverage significantly on our relationship with our major shareholder, UC
Japan, in particular for the trademarks to the products that we sell, patents, trade secrets and production
technology and know-how developed by UC Japan for the manufacturing of our products as well as on UC
Japan’s marketing and branding know-how for marketing our products.
We do not own any of the intellectual property rights to any of our brands that we use in our business, including
our “MamyPoko”, “Charm” and “Lifree” brands. All intellectual property rights in relation to such trademarks,
patents, trade secrets, production technology and marketing and branding know-how are owned by UC Japan. We

62
rely exclusively on a license agreement with UC Japan to utilize such intellectual property rights owned by them.
See “Business—Intellectual Property” for details.
For our production process, we rely on certain of UC Japan’s manufacturing technologies, such as technologies
relating to the production of non-woven absorbent fiber, to the design of baby and adult diapers and certain other
products, and to the manufacturing processes used in manufacturing such products.
Furthermore, our relationship with UC Japan also allows us to benefit from UC Japan’s bargaining position in
purchasing certain key raw materials at competitive prices. UC Japan assists us in price negotiations with our
suppliers with the aim of enjoying greater economies of scale through broader group bulk purchasing. As such,
we are highly dependent on our relationship with UC Japan in the conduct of business.

Foreign Exchange Rates


We make payments for raw materials to our suppliers predominantly in U.S. dollars. For the years ended
December 31, 2016, 2017 and 2018, and the six months ended June 30, 2019, 36.0%, 34.2%, 36.5% and 33.3%
of our payments for raw materials and packaging costs to suppliers were made in U.S. dollars, respectively. The
remaining amount of payments to suppliers was made in other foreign currencies. To manage our foreign
currency exposure, we purchase foreign currencies that will be needed to avoid exposures from short-term
fluctuations and to maintain sufficient cash in foreign currencies to cover our maturing obligations. When we
consider it to be necessary, we also enter into derivatives transactions in the form of foreign currency forward
contracts to hedge our future cash flow requirements, particularly in relation to the purchase of imported
materials. We also may face foreign exchange rate exposure due to foreign exchange translation gains or losses, a
non-cash item, due to fluctuations in the value of the Rupiah against foreign currencies.

Significant Accounting Policies, Estimates and Judgments


Our significant accounting policies are those that we believe are the most important to the portrayal of our
financial condition and results of operations and that require our management’s most difficult, subjective or
complex judgments. In many cases, the accounting treatment of a particular transaction is specifically dictated by
Indonesian FAS without any further application of our judgment. In certain circumstances, however, the
preparation of consolidated financial statements in conformity with Indonesian FAS requires our management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ from those estimates. We base our
estimates on historical experience and on various other assumptions that our management believes are reasonable
under the circumstances. However, significant accounting estimates are reflective of significant judgments and
uncertainties and are sufficiently sensitive to result in materially different results under different assumptions and
conditions. The estimates and assumptions that have significant effects on the carrying amounts of assets and
liabilities are described below. We also have other accounting policies, estimates and judgments that we consider
to be less critical which are set forth in detail in Notes 2 and 4 to our audited consolidated financial statements
included elsewhere in this Offering Circular.

Provision for impairment of trade receivables


The Group reviews its trade receivables portfolio using individual provisioning to assess recoverability of trade
receivables at each reporting date. The Group considers several factors to determine impairment, including
receivables aging profile, actual financial condition of debtors, and past default history. The actual realizable
amount of trade receivables can be different from the estimates.

Provision for impairment of inventories


The Group establishes provisions for impairment of inventories based on available facts and circumstances at
each reporting date, including but not limited to, the inventories’ physical conditions, their market selling prices
and estimated costs to be incurred for their sales. Uncertainty associated with these factors may result in the
realizable amount being different from the reported carrying amount of inventories.

Fixed assets
The Group periodically reviews the estimated useful lives of fixed assets based on several factors such as
technical specification, economic lives, usage patterns, operation and business needs. The consolidated financial
statements could be materially affected by changes in these estimates.

63
Accrued sales promotion
In its business operations, the Group offers sales promotion schemes to its distributors, retailers, as well as local
supermarkets and traditional market customers in various forms of incentive, rebate, discounts and other
promotional programs. These sales promotion schemes consist of fixed and variable schemes. Variable schemes
in general depend on either distributors’ sales to retailers or retailers’ sales to end customers. The Group
estimates the accruals at each period end by evaluating several factors, including approved sales promotion
budget, estimated retailers’ sell-in and sell-out data, period of promotion, estimated subsequent claims to be
received from the counterparties, and other factors. Any difference between management estimates and actual
results may have a significant impact to the consolidated financial statements.

Taxation
The Group operates under tax regulations in Indonesia. In evaluating the tax position taken in its annual and
monthly tax return, management exercises its judgment with respect to situations in which the applicable tax
regulation is subject to interpretation. The result of a tax audit by the relevant tax office authority can be different
from the tax position taken by the Group. Where appropriate, the Group establishes provisions on the basis of
amounts expected to be paid to the tax authority, and/or impair the carrying amount of claim for tax refund based
on the amount expected to be recovered.

Changes to the Statements of Financial Accounting Standards (“SFAS”) and Indonesian FAS which became
effective in 2018
The Indonesian Financial Accounting Standards Board (the “DSAK-IAI”) revised various existing accounting
standards which came into effect on or after January 1, 2019. The revised accounting standards are:
• SFAS 26 “Statement of cash flows”
• SFAS 13 “Investment property”
• SFAS 16 “Fixed assets”
• SFAS 46 “Income taxes”
(the “2018 SFAS”)
The adoption of the 2018 SFAS which are relevant to the Group did not result in substantial changes to the
Group’s accounting policies and had no material effect on the amounts reported for the current or prior financial
years.
The DSAK-IAI also issued other new standards, amendments and interpretations which came into effect on or
after January 1, 2019. These are set out below:
• Amendment to SFAS 24 “Employee benefits”
• SFAS 26 (Annual improvement 2018) “Borrowing costs”
• SFAS 46 (Annual improvement 2018) “Income Tax”
• Indonesian FAS 33 “Foreign currency transactions and advance consideration”
• Indonesian FAS 34 “Uncertainty over income tax treatments”
(the “2019 SFAS”)
The adoption of the 2019 SFAS which are relevant to the Group did not result in substantial changes to the
Group’s accounting policies and had no material effect on the amounts reported for the current or prior financial
years.
A number of other new accounting standards were issued which has not become effective during the fiscal year
2020. These are set out below.
• Amendment to SFAS 1 “Presentation of financial statements”
• Amendment to SFAS 25 “Accounting policies, Changes in Accounting Estimates and Errors”
• SFAS 71 “Financial instruments”
• SFAS 72 “Revenue from contracts with customers”
• SFAS 73 “Leases”
• Amendment to SFAS 71 “Financial instruments: prepayment features with negative compensation”
(the “2020 SFAS”)

64
Early adoption of the 2020 SFAS is permitted, except for SFAS 73 “Leases.” Early adoption of SFAS 73
“Leases” is permitted only if the Company applies SFAS 72 “Revenue from contracts with customers.” As at
June 30, 2019, the Group had not adopted the 2020 SFAS before their effective dates.
As at the date of this Offering Circular, the Group is evaluating the impact of the 2020 SFAS on the consolidated
financial statements in the year these standards are to become effective.
For further information, see Note 2(a) to the audited consolidated financial statements included elsewhere in this
Offering Circular.

Our Results of Operations and Financial Condition


The following table shows the breakdown of our results of operations for the periods indicated:

Year ended December 31 Six months ended June 30


2016 2017 2018 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
NET REVENUE . . . . . . . . . . . . . . 6,812,884 7,278,121 8,350,583 590.5 3,935,154 4,209,402 297.7
COST OF REVENUE . . . . . . . . . . (5,460,534) (5,383,384) (6,240,508) (441.3) (2,865,634) (3,169,835) (224.2)
GROSS PROFIT . . . . . . . . . . . . . . 1,352,350 1,894,737 2,110,075 149.2 1,069,520 1,039,567 73.5
Selling expenses . . . . . . . . . . . . . (1,456,194) (1,340,223) (1,432,461) (101.3) (663,941) (682,329) (48.3)
General and administrative
expenses . . . . . . . . . . . . . . . . . . (181,065) (248,590) (174,214) (12.3) (77,750) (122,566) (8.7)
Finance income . . . . . . . . . . . . . . 11,623 21,699 27,241 1.9 13,648 12,785 0.9
Finance costs . . . . . . . . . . . . . . . . (78,323) (71,006) (51,508) (3.6) (25,837) (24,903) (1.8)
Gain/(loss) on foreign exchange,
net . . . . . . . . . . . . . . . . . . . . . . 24,901 (53,734) (183,845) (13.0) (156,847) 7,823 0.6
Tax expenses . . . . . . . . . . . . . . . . (17,208) (10,192) (11,918) (0.8) (10,620) (19,310) (1.4)
Others, net . . . . . . . . . . . . . . . . . . 10,736 5,784 6,510 0.5 6,841 3,939 0.3
PROFIT/(LOSS) BEFORE
INCOME TAX . . . . . . . . . . . . . . (333,180) 198,475 289,880 20.5 155,014 215,006 15.2
INCOME TAX (EXPENSES)/
BENEFITS . . . . . . . . . . . . . . . . . 55,154 (88,334) (108,724) (7.7) (66,016) (61,080) (4.3)
PROFIT/(LOSS) FOR THE
PERIOD/YEAR . . . . . . . . . . . . . (278,026) 110,141 181,156 12.8 88,998 153,926 10.9
OTHER COMPREHENSIVE
INCOME/(LOSS)
Items that will not be reclassified
to profit or loss:
Remeasurement of employee
benefits obligation . . . . . . . . . . (9,163) (13,444) 24,470 1.7 10,283 (8,610) (0.6)
Related income tax . . . . . . . . . . . 2,291 3,361 (6,118) (0.4) (2,571) 2,152 0.2
TOTAL OTHER
COMPREHENSIVE (LOSS)/
INCOME, NET OF TAX . . . . . (6,872) (10,083) 18,352 1.3 7,712 (6,458) (0.5)
TOTAL COMPREHENSIVE
INCOME/(LOSS) FOR THE
PERIOD/YEAR . . . . . . . . . . . . . (284,898) 100,058 199,508 14.1 96,710 147,468 10.4
PROFIT/(LOSS) FOR THE
PERIOD/YEAR
ATTRIBUTABLE TO:
Owners of the parent . . . . . . . . . . (278,024) 110,198 181,256 12.8 89,098 153,909 10.9
Non-controlling interest . . . . . . . (2) (57) (100) (0.0) (100) 17 0.0
(278,026) 110,141 181,156 12.8 88,998 153,926 10.9

65
Year ended December 31 Six months ended June 30
2016 2017 2018 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
TOTAL COMPREHENSIVE
INCOME/(LOSS)
ATTRIBUTABLE TO:
Owners of the parent . . . . . . . . . . (284,895) 100,116 199,607 14.1 96,810 147,453 10.4
Non-controlling interest . . . . . . . (3) (58) (99) (0.0) (100) 15 0.0
(284,898) 100,058 199,508 14.1 96,710 147,468 10.4
EARNINGS/(LOSSES) PER
SHARE—BASIC AND
DILUTED (FULL
AMOUNT) . . . . . . . . . . . . . . . . . (11,560,250) 4,582,037 7,536,632 533.0 3,704,698 6,399,543 452.6

Segment Reporting
We have two reportable segments: (i) diaper products and (ii) non-diaper products. Diaper products segment
comprises sales of our baby care products, feminine care products and healthcare adult incontinence products.
Non-diaper products segment comprises of sales of our baby wipes products and non-woven fabrics.
The following table sets forth the total net revenue based on our reportable segments for the periods indicated.
Year ended December 31 Six months ended June 30
2016 2017 2018 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
Diapers . . . . . . . . . . . . . . . . . . . . 6,574,078 7,005,153 8,042,302 568.7 3,789,347 4,064,039 287.4
Non diapers . . . . . . . . . . . . . . . . 238,806 272,968 308,281 21.8 145,807 145,363 10.3
Net Revenue . . . . . . . . . . . . . . . 6,812,884 7,278,121 8,350,583 590.5 3,935,154 4,209,402 297.7

Description of Key Line Items


Net Revenue
Net revenue consists of revenue from the sales of our products, after subtracting value added tax, sales returns,
rebates, incentives and other directly attributable sales promotional expenses. We recognize our revenue from the
sale of our products to our distributors upon delivery of the goods to them. See Note 2(n) to our audited
consolidated financial statements included elsewhere in this Offering Circular for more information on our
revenue recognition policy.
The following table sets forth the breakdown of our net revenue for the periods indicated.
Year ended December 31 Six months ended June 30
2016 2017 2018 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
Related parties . . . . . . . . . . . . 615,742 775,354 1,284,357 90.8 567,577 543,490 38.4
Third parties . . . . . . . . . . . . . . 8,195,344 8,007,137 8,640,667 611.0 4,104,873 4,494,889 317.9
8,811,086 8,782,491 9,925,024 701.9 4,672,450 5,038,379 356.3
Less(1):
Sales return and
discount . . . . . . . . . . . . . (64,774) (34,540) (106,384) (7.5) (41,188) (96,475) (6.8)
Sales promotion . . . . . . . . . (1,933,428) (1,469,830) (1,468,057) (103.8) (696,108) (732,502) (51.8)
Net revenue . . . . . . . . . . . . . . 6,812,884 7,278,121 8,350,583 590.5 3,935,154 4,209,402 297.7

Note:
(1) sales return and discount and sales promotion only apply to sales made to third parties.

Sales promotion refers to sales promotion schemes offered to our distributors, retailers, as well as local
supermarkets and traditional market customers in various forms of incentive, rebate, discounts and other
promotional programs. These sales promotion schemes consist of fixed and variable schemes. Variable schemes
in general depend on either our distributors’ sales to retailers or retailers’ sales to end customers. Such sales
promotions which are directly attributable to revenues are recorded as a reduction to gross revenues, and

66
represented 21.9%, 16.7%, 14.8% and 14.5% of gross revenue for the years ended December 31, 2016, 2017 and
2018, and the six months ended June 30, 2019, respectively. See Note 20 to our audited consolidated financial
statements included elsewhere in this Offering Circular.
The following table sets forth the total net revenue for each of our main product categories under the diaper
products segment.
Year ended December 31 Six months ended June 30
2016 2017 2018 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
Baby care products . . . . . . . . . . . 5,536,297 5,829,876 6,507,449 460.2 3,102,340 3,215,275 227.4
Feminine care products . . . . . . . 790,436 869,346 1,098,819 77.7 477,909 581,778 41.1
Healthcare products . . . . . . . . . . 247,345 305,931 436,034 30.8 209,098 266,986 18.9
Total for diaper segment . . . . . 6,574,078 7,005,153 8,042,302 568.7 3,789,347 4,064,039 287.4

Cost of Revenue
Our cost of revenue consists primarily of costs of production, namely:
• raw materials and semi-finished goods used in the production of our products;
• direct labor costs related to the production process; and
• indirect production costs which include costs related to depreciation, rent and utilities, repair and maintenance,
insurance, professional fees, impairment of inventory, transportation and travel, security, supplies and other
costs.
The following table sets forth the breakdown of our cost of revenue and each item as a percentage of the total
cost of revenue for the periods indicated. See Note 21 to our audited consolidated financial statements included
elsewhere in this Offering Circular for more detailed breakdown of our cost of revenue.
Year ended December 31 Six months ended June 30
2016 2017 2018 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) % million) % million) million) % million) % million) million) %
Cost of revenue
Raw materials used . . . . . 4,372,341 80.1 4,316,426 80.2 5,063,590 358.1 81.1 2,390,071 83.4 2,641,040 186.8 83.3
Direct labor costs . . . . . . . 237,770 4.4 234,596 4.4 274,977 19.4 4.4 138,849 4.8 137,165 9.7 4.3
Indirect production
costs . . . . . . . . . . . . . . . 668,881 12.3 688,815 12.8 737,020 52.1 11.9 346,898 12.1 363,577 25.7 11.5
Total production costs . . . . 5,278,992 96.8 5,239,837 97.3 6,075,587 429.6 97.4 2,875,818 100.3 3,141,782 222.2 99.1
Work in process
At the beginning of the
period/year . . . . . . . . . . 18,761 0.3 5,781 0.1 6,575 0.5 0.1 6,575 0.2 2,280 0.2 0.1
Addition . . . . . . . . . . . . . . 31,742 0.6 10,891 0.2 23,902 1.7 0.4 7,819 0.3 13,236 0.9 0.4
At the end of the period/
year . . . . . . . . . . . . . . . (5,781) (0.1) (6,575) (0.1) (2,280) (0.2) (0.1) (1,239) 0.0 (1,181) (0.1) 0.0
Total work in process . . . . 44,722 0.8 10,097 0.2 28,197 2.0 0.4 13,155 0.5 14,335 1.0 0.5
Cost of goods
manufactured . . . . . . . . . 5,323,714 97.6 5,249,934 97.5 6,103,784 431.6 97.8 2,888,973 100.8 3,156,117 223.2 99.6
Finished goods
At the beginning of the
period/year . . . . . . . . . . 215,052 3.9 249,823 4.6 230,136 16.3 3.7 230,136 8.0 278,384 19.7 8.8
Addition . . . . . . . . . . . . . . 171,591 3.1 113,763 2.1 184,972 13.1 3.0 88,070 3.1 61,258 4.3 1.9
At the end of the period/
year . . . . . . . . . . . . . . . (249,823) (4.6) (230,136) (4.3) (278,384) (19.7) (4.5) (341,545) (11.9) (325,924) (23.0) (10.3)
Total finished goods . . . . . . 136,820 2.4 133,450 2.5 136,724 9.7 2.2 (23,339) (0.8) 13,718 1.0 0.4
Total cost of revenue . . . . . 5,460,534 100.0 5,383,384 100.0 6,240,508 441.3 100.0 2,865,634 100.0 3,169,835 224.2 100.0

Operating Expenses
Our operating expenses comprise primarily of selling expenses (mainly consisting of freight, royalty fees,
warehousing and sales promotion expenses) and general and administrative expenses (mainly consisting of
employee costs, professional fees and impairment of trade receivables. Royalty fees are payable to UC Japan and
to Unicharm Kokko Nonwoven Co., Ltd. pursuant to certain licensing agreements between us and UCNWI and
them which allows us and UCNWI to utilize certain trademarks, patents manufacturing and production
know-how as well as certain marketing know-how owned by UC Japan and Unicharm Kokko Nonwoven Co.,
Ltd. See “Related-Party Transactions—License Agreement between the Company, UCNWI, UC Japan and other
members of the Unicharm Group” for more information on such license agreements.

67
See Note 22 to our audited consolidated financial statements included elsewhere in this Offering Circular for
more information on our operating expenses.
The following table sets forth the breakdown of our operating expenses for the periods indicated.
Year ended December 31 Six months ended June 30
2016 2017 2018 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
Selling Expenses
Freight . . . . . . . . . . . . . . . . . . . . . 408,660 384,999 509,246 36.0 239,238 220,794 15.6
Royalty . . . . . . . . . . . . . . . . . . . . . 246,363 218,325 248,814 17.6 117,872 125,399 8.9
Warehouse . . . . . . . . . . . . . . . . . . 305,346 276,042 246,489 17.4 121,497 125,762 8.9
Sales promotion . . . . . . . . . . . . . . 343,730 311,164 220,212 15.6 108,181 114,262 8.1
Advertising and marketing . . . . . . 86,754 81,198 131,655 9.3 48,314 59,319 4.2
Sales commission . . . . . . . . . . . . . 17,072 20,073 17,173 1.2 4,094 13,581 1.0
Transportation and traveling . . . . 15,367 19,656 22,290 1.6 10,047 10,588 0.7
Marketing research . . . . . . . . . . . . 17,931 16,823 20,057 1.4 7,276 6,620 0.5
Communication . . . . . . . . . . . . . . 4,168 3,821 6,132 0.4 2,665 4,398 0.3
Research and development . . . . . . 10,353 7,456 10,073 0.7 4,597 1,367 0.1
Others (each below
Rp.500 million) . . . . . . . . . . . . 450 666 320 0.0 160 239 0.0
Total Selling Expenses . . . . . . . . . . 1,456,194 1,340,223 1,432,461 101.3 663,941 682,329 48.3
General and Administrative
Expenses
Employee costs . . . . . . . . . . . . . . 105,131 131,139 125,868 8.9 59,755 70,742 5.0
Professional fee . . . . . . . . . . . . . . 13,286 22,018 22,238 1.6 9,629 20,349 1.4
Impairment of trade
receivables . . . . . . . . . . . . . . . . 45,400 72,323 2,432 0.2 — 16,898 1.2
Rental and utilities . . . . . . . . . . . . 5,852 6,411 8,586 0.6 3,898 5,115 0.4
Depreciation . . . . . . . . . . . . . . . . . 4,882 4,708 4,772 0.3 2,405 2,269 0.2
Supplies . . . . . . . . . . . . . . . . . . . . 2,545 8,153 3,606 0.3 1,581 1,568 0.1
Others (each below
Rp.2 billion) . . . . . . . . . . . . . . . 3,969 3,838 6,712 0.5 482 5,625 0.4
Total General and Administrative
Expenses . . . . . . . . . . . . . . . . . . . 181,065 248,590 174,214 12.3 77,750 122,566 8.7
Total Operating Expenses . . . . . . . 1,637,259 1,588,813 1,606,675 113.6 741,691 804,895 56.9

Finance Income
Our finance income consists primarily of interest income generated from our bank deposits.

Finance Costs
Our finance costs consist of interest expense related to our financing arrangements, including bank loans and
intercompany loans. For further information, see Note 23 to our audited consolidated financial statements
included elsewhere in this Offering Circular.
The following table sets forth the breakdown of our finance costs for the periods indicated.
Year ended December 31 Six months ended June 30
2016 2017 2018 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
Intercompany loans . . . . . . . . . . . . . . . . . . . . . . . 24,871 19,822 32,398 2.3 14,815 16,373 1.2
Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,452 51,184 19,110 1.4 11,022 8,530 0.6
Total finance costs . . . . . . . . . . . . . . . . . . . . . . . 78,323 71,006 51,508 3.6 25,837 24,903 1.8

Loss/gain on foreign exchange, net


Losses/gains on foreign exchange, net, primarily relate to the foreign exchange gains and losses resulting from
the settlement of foreign currency transactions and the translation of foreign currency monetary assets and
liabilities which are recognized in the consolidated statement of profit or loss and comprehensive income. Our

68
consolidated financial statements are presented in Rupiah. Foreign currency transactions are translated into
Rupiah using the exchange rate prevailing at the date of the transactions. Foreign currency monetary assets and
liabilities are translated to Rupiah using the exchange rate prevailing at the end of the reporting period. For
further information, see Note 2(c) to our audited consolidated financial statements included elsewhere in this
Offering Circular.

Tax expenses
Tax expenses primarily relate to tax expenses from non-corporate income tax.

Others (net)
Others (net) consist primarily of research and development service income, gains/losses on sale of fixed assets
and customer-related penalties. Research and development service income is earned from UC Japan. For further
information, see Notes 23 and 25 to our audited consolidated financial statements included elsewhere in this
Offering Circular.
The following table sets forth the breakdown of others (net) related income/expense items for the periods
indicated.

Year ended December 31 Six months ended June 30


2016 2017 2018 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
Research and development service income . . . . . 9,381 7,341 4,859 0.3 3,280 3,217 0.2
Gain/(loss) on sale of fixed assets . . . . . . . . . . . . 1,302 (378) 272 0.0 454 (769) (0.1)
Penalty from customer . . . . . . . . . . . . . . . . . . . . . 1,119 1 — — — — —
Others, net (each below Rp.2 billion) . . . . . . . . . . (1,066) (1,180) 1,379 0.1 3,107 1,491 0.1
Total Others (net) . . . . . . . . . . . . . . . . . . . . . . . . 10,736 5,784 6,510 0.5 6,841 3,939 0.3

Income tax expenses/benefits


Our income tax expenses/benefits consist of current income tax and deferred income tax. Current income tax is
determined based on the taxable income and applicable tax rate for the period. Deferred tax for unrealized profits
are recognized for subsequent periods and calculated based on the differences between the carrying amounts of
existing assets and liabilities in the consolidated financial statements and their respective tax bases at the balance
sheet date.

The following table sets forth the components of our income tax expenses/ benefits for the periods indicated.

Year ended December 31 Six months ended June 30


2016 2017 2018 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
Income tax expense/(benefit)
Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 54,575 100,037 7.1 53,560 62,860 4.4
Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . (59,765) 30,952 (7,944) (0.6) (4,004) (1,702) (0.1)
Deferred tax for unrealized profits . . . . . . . . . (441) 129 179 0.0 8 (78) (0.0)
Tax expenses from tax audit result . . . . . . . . . 5,052 2,678 16,452 1.2 16,452 — —
Total Income Tax Expense/(Benefit) . . . . . . (55,154) 88,334 108,724 7.7 66,016 61,080 4.3

Comparison of Results of Operations


Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018
Net Revenue
Our net revenue increased by Rp.274,248 million (U.S.$19.4 million), or 7.0%, to Rp.4,209,402 million
(U.S.$297.7 million) in the six months ended June 30, 2019 from Rp.3,935,154 million in the six months ended
June 30, 2018. The increase in net revenue was primarily as a result of an increase in gross revenue attributable
to third parties which increased by Rp.390,016 million, or 9.5%, to Rp.4,494,889 million in the six months ended
June 30, 2019 from Rp.4,104,873 million for the six months ended June 30, 2018, partly offset by a decrease in
gross revenue attributable to related parties, which decreased by Rp.24,087 million (U.S.$1.7 million), or 4.2% to

69
Rp.543,490 million (U.S.$38.4 million) in the six months ended June 30, 2019 from Rp.567,577 million in the
six months ended June 30, 2018. The decrease in related party sales was due to a reduction in the sale of baby
care products to our related party in India in the six months ended June 30, 2019 as such related party resumed its
production activities. Gross revenue attributable to third parties increased in line with our higher sales volume
and price increases in our baby care, feminine care and healthcare adult incontinence products. Sales promotion
and sales return and discount (which only relate to sales made to third parties) as a percentage of gross revenue
increased slightly from 15.8% to 16.5% in the six months ended June 30, 2018 and 2019, respectively. Based on
the foregoing, net revenue attributable to third parties (net of sales promotion and sales return and discount) grew
by 8.9% during the period, whereas net revenue attributable to related parties decreased by 4.2%.
Our net revenue from our diaper products segment increased by Rp.274,693 million (U.S.$19.4 million), or
7.2%, to Rp.4,064,039 million (U.S.$287.4 million) in the six months ended June 30, 2019 from
Rp.3,789,346 million in the six months ended June 30, 2018, primarily due to the following reasons.
• Baby care products. Net revenue for our baby care products increased by Rp.112,935 million
(U.S.$8.0 million), or 3.6%, to Rp.3,215,275 million (U.S.$227.4 million) in the six months ended June 30,
2019 from Rp.3,102,340 million in the six months ended June 30, 2018, primarily due to increased sales
volume to third parties across all products attributable in part to increased promotional activities as well as
price increases implemented in the six months ended June 30, 2019.
• Feminine care products. Net revenue for our feminine care products increased by Rp.103,869 million
(U.S.$7.3 million), or 21.7%, to Rp.581,778 million (U.S.$41.1 million) in the six months ended June 30, 2019
from Rp.477,909 million in the six months ended June 30, 2018, primarily due to increased sales volume to
third parties across all products attributable in part to increased promotion as well as price increases
implemented in the six months ended June 30, 2019.
• Healthcare products. Net revenue for our healthcare adult incontinence products increased by
Rp.57,888 million (U.S.$4.1 million), or 27.7%, to Rp.266,986 million (U.S.$18.9 million) in the six months
ended June 30, 2019 from Rp.209,098 million in the six months ended June 30, 2018, primarily due to
increased sales volume to third parties across all products, and to a smaller extent, increased sales volume made
to related parties.
Our net revenue from our non-diaper products segment remained relatively constant at Rp.145,807 million
(U.S.$10.3 million) in the six months ended June 30, 2018 and at Rp.145,363 million in the six months ended
June 30, 2019.

Cost of Revenue
Our cost of revenue increased by Rp.304,201 million (U.S.$21.5 million), or 10.6%, to Rp.3,169,835 million
(U.S.$224.2 million) in the six months ended June 30, 2019 from Rp.2,865,634 million in the six months ended
June 30, 2018, primarily due to an increase in the cost of raw materials used and the cost of goods manufactured.
The cost of raw materials used increased by Rp.250,969 million (U.S.$17.7 million), or 10.5% to
Rp.2,641,040 million (U.S.$186.8 million) in the six months ended June 30, 2019 from Rp.2,390,071 million in
the six months ended June 30, 2018. The increase in cost of raw materials used was primarily attributable to an
increase in the price of raw materials. Indirect production costs remained relatively constant at
Rp.346,898 million and Rp.363,577 million in the six months ended June 30, 2018 and 2019, respectively. Direct
labor costs also remained relatively constant at Rp.138,849 million and Rp.137,165 million in the six months
ended June 30, 2018 and 2019, respectively.

Gross Profit
As a result of the foregoing, our gross profit decreased slightly by Rp.29,953 million (U.S.$2.1 million), or 2.8%,
to Rp.1,039,567 million (U.S.$73.5 million) in the six months ended June 30, 2019 from Rp.1,069,520 million in
the six months ended June 30, 2018. Our gross profit as a percentage of our net revenue decreased to 24.7% in
the six months ended June 30, 2019 from 27.2% in the six months ended June 30, 2018, primarily reflecting an
increase in the cost of raw material used.

Selling Expenses
Our selling expenses increased slightly by Rp.18,388 million (U.S.$1.3 million), or 2.8%, to Rp.682,329 million
(U.S.$48.3 million) in the six months ended June 30, 2019 from Rp.663,941 million in the six months ended
June 30, 2018, primarily due to an increase in royalty expense by Rp.7,527 million, or 6.4%, to
Rp.125,399 million from Rp.117,872 million, an increase in sales promotion expense by Rp.6,081 million, or
5.6%, to Rp.114,262 million from Rp.108,181 million, an increase in warehouse expense by Rp.4,265 million, or

70
3.5%, to Rp.125,762 million from Rp.121,497 million, partially offset by a decrease in freight expense by
Rp.18,444 million, or 7.7%, to Rp.220,794 million from Rp.239,238 million. These increases were generally in
line with our increased net revenues.

General and Administrative Expenses


Our general and administrative expenses increased by Rp.44,816 million (U.S.$3.2 million), or 57.6%, to
Rp.122,566 million (U.S.$8.7 million) in the six months ended June 30, 2019 from Rp.77,750 million in the six
months ended June 30, 2018 primarily due to us recording an impairment of trade receivables of
Rp.16,898 million in the six months ended June 30, 2019 when no such impairment was recorded in the
six months ended June 30, 2018, an increase in employee costs by Rp.10,987 million, or 18.4%% to
Rp.70,742 million from Rp.59,755 million, primarily as a result of our increased sales and annual wage and
salary increase and an increase in professional fees by Rp.10,720 million, or 111.3% to Rp.20,349 million from
Rp.9,629 million, in connection with our preparation for the Combined Offering.

Finance Income
Our finance income decreased slightly by Rp.863 million (U.S.$0.1 million), or 6.3%, to Rp.12,785 million
(U.S.$0.9 million) in the six months ended June 30, 2019 from Rp.13,648 million in the six months ended
June 30, 2018 primarily due to lower cash balances held on deposit.

Finance Costs
Our finance costs remained relatively constant at Rp.24,903 million (U.S.$1.8 million) in the six months ended
June 30, 2019 and Rp.25,837 million in the six months ended June 30, 2018.

Gain/(Loss) on Foreign Exchange, net


Our gain on foreign exchange, net, increased by Rp.164,670 million (U.S.$11.6 million), or 105.0%, to a gain of
Rp.7,823 million (U.S.$0.6 million) in the six months ended June 30, 2019 from a loss of Rp.156,847 million in
the six months ended June 30, 2018 primarily due to the appreciation of the Rupiah against the U.S. Dollar which
caused the value of our debt in U.S Dollars to depreciate.

Tax Expenses
Our tax expense increased by Rp.8,690 million (U.S.$0.6 million), or 81.8%, to Rp.19,310 million
(U.S.$1.4 million) in the six months ended June 30, 2019 from Rp.10,620 million in the six months ended
June 30, 2018, primarily due to tax expense associated with unrecoverable VAT.

Others, net
Other gains, net, decreased by Rp.2,902 million (U.S.$0.2 million), or 42.4%, to Rp.3,939 million
(U.S.$0.3 million) in the six months ended June 30, 2019 compared to Rp.6,841 million in the six months ended
June 30, 2018.

Income Tax Expenses/Benefits


Our net total income tax expenses decreased by Rp.4,936 million (U.S.$0.3 million), or 7.5%, to
Rp.61,080 million (U.S.$4.3 million) in the six months ended June 30, 2019 from Rp.66,016 million in the
six months ended June 30, 2018. This was primarily as a result of tax assessment for the prior tax years recorded
in the six months ended June 30, 2018. We received tax assessment letter for fiscal year 2016 from tax office in
September 2019. See “Business—Legal Proceedings”.

Profit/Loss for the Period


As a result of the foregoing, our profit for the period increased by Rp.64,928 million (U.S.$4.6 million), or
73.0%, to Rp.153,926 million (U.S.$10.9 million) in the six months ended June 30, 2019 from Rp.88,998 million
in the six months ended June 30, 2018. Our profit for the period as a percentage of net revenue increased to 3.7%
for the six months ended June 30, 2019 from 2.3% for the six months ended June 30, 2018.

Other Comprehensive Income/Loss


Our other comprehensive income/(loss) decreased by Rp.14,170 million (U.S.$1.0 million), or 183.7% to a loss
of Rp.6,458 million (U.S.$0.5 million) in the six months ended June 30, 2019 from a comprehensive income of
Rp.7,712 million in the six months ended June 30, 2018 primarily due to a change in remeasurement of employee
benefits obligations from a gain of Rp.10,283 million to a loss of Rp.8,610 million, partially offset by a change in
related income tax from a loss of Rp.2,571 million to an income of Rp.2,152 million.

71
Total Comprehensive Income/Loss
As a result of the foregoing, our total comprehensive income increased by Rp.50,758 million (U.S.$3.6 million),
or 52.5%, to Rp.147,468 million (U.S.$10.4 million) in the six months ended June 30, 2019 from
Rp.96,710 million in the six months ended June 30, 2018.

2018 Compared to 2017


Net Revenue
Our net revenue increased by Rp.1,072,462 million (U.S.$75.8 million), or 14.7%, to Rp.8,350,583 million
(U.S.$590.5 million) in 2018 from Rp.7,278,121 million in 2017, primarily as a result of an increase in gross
revenue attributable to third parties of Rp.633,530 million (U.S.$44.8 million), or 7.9%, to Rp.8,640,667 million
(U.S.$611.0 million) in 2018 from Rp.8,007,137 million in 2017 and an increase in gross revenue attributable to
related parties of Rp.509,003 million (U.S.$36.0 million), or 65.6%, to Rp.1,284,357 million (U.S.$90.8 million)
in 2018 from Rp.775,354 million in 2017. Gross revenues attributable to third parties increased in line with our
increased production output and higher sales volumes. Sales to related parties increased primarily because of
increased export sales, principally to India, in response to a shortage of supply. Sales to our related party in India
increased by Rp.373,898 million to Rp.445,434 million in 2018 from Rp.71,536 million in 2017, primarily
consisting of sales in baby care products. The increase in net revenue was also attributable to a decrease in the
proportion of sales promotions and sales return and discount (which only relate to sales made to third parties),
which fell as a percentage of gross revenue from 17.1% in 2017 to 15.9% in 2018, in line with the Company’s
focus to more strictly control the use of such promotional tools. Average selling prices remained relatively
constant in 2017 and 2018. Net revenue attributable to third parties (net of sales promotion and sales return and
discount) grew by 8.7% during the period, whereas net revenue attributable to related parties grew by 65.6%.
Our net revenue from our diaper products segment increased by Rp.1,037,149 million (U.S.$73.3 million), or
14.8%, to Rp.8,042,302 million (U.S.$568.7 million) in 2018 from Rp.7,005,153 million in 2017, primarily the
following reasons.
• Baby care products. Net revenue for our baby care products increased by Rp.677,573 million
(U.S.$47.9 million), or 11.6%, to Rp.6,507,449 million (U.S.$460.2 million) in 2018 from
Rp.5,829,876 million in 2017. This was primarily due to increased sales volume to our related party in India
due to shortage of supply, and to a lesser extent, an increase in sales to third parties.
• Feminine care products. Net revenue for our feminine care products increased by Rp.229,473 million
(U.S.$16.2 million), or 26.4%, to Rp.1,098,819 million (U.S.$77.7 million) in 2018 from Rp.869,346 million in
2017, largely due to increased sales volume to third parties across product lines and a shift in the mix of
products sold, in particular to higher priced products, partially offset by a decline in sales to related parties.
• Healthcare products. Net revenue for our healthcare adult incontinence products increased by
Rp.130,013 million (U.S.$9.2 million), or 42.5%, to Rp.436,034 million (U.S.$30.8 million) in 2018 from
Rp.305,931 million in 2017, due to higher sales volume and a shift in the overall mix of products sold.
Our net revenue from our non-diaper products segment increased by Rp.35,313 million (U.S.$2.5 million), or
12.9% to Rp.308,281 million (U.S.$21.8 million) in 2018 from Rp.272,968 million in 2017, primarily due to
higher sales volume.

Cost of Revenue
Our cost of revenue increased by Rp.857,124 million (U.S.$60.6 million), or 15.9%, to Rp.6,240,508 million
(U.S.$441.3 million) in 2018 from Rp.5,383,384 million in 2017, primarily due to an increase in the cost of raw
materials used, which increased by Rp.747,164 million (U.S.$52.8 million), or 17.3%, to Rp.5,063,590 million
(U.S.$358.1 million) in 2018 from Rp.4,316,426 million in 2017. The increase in cost of raw materials used was
attributable to an increase in production output and, to a lesser extent, an increase in the cost of raw materials
used. Indirect production costs remained relatively constant at Rp.737,020 million in 2018 and
Rp.688,815 million in 2017. Direct labor costs increased by Rp.40,381 (U.S.$2.9 million), or 17.2%, to
Rp.274,977 million (U.S.$19.5 million) in 2018 from Rp.234,596 million in 2017, primarily due to annual
increases in salary and wages, while headcount remained relatively constant.

Gross Profit
As a result of the foregoing, our gross profit increased by Rp.215,338 million (U.S.$15.2 million), or 11.4%, to
Rp.2,110,075 million (U.S.$149.2 million) in 2018 from Rp.1,894,737 million in 2017. Our gross profit as a
percentage of our net revenue decreased slightly to 25.3% in 2018 from 26.0% in 2017, primarily reflecting an
increase in raw material costs, partially offset by the improvement in our ratio of sales promotion expenses to
gross revenue.

72
Selling Expenses
Our selling expenses increased by Rp.92,238 million (U.S.$6.5 million), or 6.9%, to Rp.1,432,461 million
(U.S.$101.3 million) in 2018 from Rp.1,340,223 million in 2017, primarily due to an increase in freight expenses
by Rp.124,247 million (U.S.$8.8 million), or 32.3%, to Rp.509,246 million (U.S.$36.0 million) from
Rp.384,999 million and advertising and marketing expenses by Rp.50,457 million (U.S.$3.6 million), or 62.1%,
to Rp.131,655 million (U.S.$9.3 million) from Rp.81,198 million. These increases were in line with our
increased sales volumes. Sales promotion expenses decreased by Rp.90,952 million (U.S.$6.4 million), or 29.2%,
to Rp.220,212 million (U.S.$15.6 million) from Rp.311,164 million, in line with the Company’s focus to manage
and control selling promotion expenses.

General and Administrative Expenses


Our general and administrative expenses decreased by Rp.74,376 million (U.S.$5.3 million), or 29.9%, to
Rp.174,214 million (U.S.$12.3 million) in 2018 from Rp.248,590 million in 2017. In 2017, we recorded an
impairment of trade receivables in the amount of Rp.72,323 million, whereas in 2018 we recorded an impairment
of trade receivables of Rp.2,433 million (U.S.$0.2 million).

Finance Income
Our finance income increased by Rp.5,542 million (U.S.$0.4 million), or 25.5%, to Rp.27,241 million
(U.S.$1.9 million) in 2018 from Rp.21,699 million in 2017, primarily due to higher cash balances held in banks
and on deposit.

Finance Costs
Our finance costs decreased by Rp.19,498 million (U.S.$1.4 million), or 27.5%, to Rp.51,508 million
(U.S.$3.6 million) in 2018 from Rp.71,006 million in 2017, primarily due to a decrease in interest expenses from
bank loans by Rp.32,074 million (U.S.$2.3 million), or 62.7%, to Rp.19,110 million (U.S.$1.4 million) from
Rp.51,184 million. This decrease was due to the reduction in the amount of our outstanding bank loans, partially
offset by an increase in interest expense from intercompany loans from UC Japan by Rp.12,576 million
(U.S.$0.9 million), or 63.4%, to Rp.32,398 million (U.S.$2.3 million) from Rp.19,822 million in line with an
increase in the amount of our outstanding loans from UC Japan.

Loss/Gain on Foreign Exchange, net


Our loss on foreign exchange, net, increased by Rp.130,111 million (U.S.$9.2 million), or 242.1%, to
Rp.183,845 million (U.S.$13.0 million) in 2018 from Rp.53,734 million in 2017, primarily due to the
depreciation of the Rupiah against the U.S. Dollar.

Tax Expenses
Our tax expenses remained relatively constant, at Rp.11,918 million (U.S.$0.8 million) in 2018 compared to
Rp.10,192 million in 2017.

Others, net
Other gains/losses, net remained relatively constant, at Rp.6,510 million (U.S.$0.5 million) in 2018 compared to
Rp.5,784 million in 2017.

Income Tax Expenses/Benefits


Our net income tax expenses increased by Rp.20,390 million (U.S.$1.4 million), or 23.1%, to Rp.108,724 million
(U.S.$7.7 million) in 2018 from Rp.88,334 million in 2017, primarily due to higher taxable income in 2018.

Profit/Loss for the Year


As a result of the foregoing, our profit for the period increased by Rp.71,015 million (U.S.$5.0 million), or
64.5%, to Rp.181,156 million (U.S.$12.8 million) in 2018 from Rp.110,141 million in 2017. Our profit for the
period as a percentage of net revenue increased to 2.2% in 2018 from 1.5% in 2017.

Other Comprehensive Income/Loss


Our other comprehensive income increased to an income of Rp.18,352 million (U.S.$1.3 million), or 282.0% in
2018 from other comprehensive loss of Rp.10,083 million in 2017, primarily due to a change in remeasurement
of employee benefits obligations from a loss of Rp.13,444 million in 2017 to an income of Rp.24,470 million in
2018, partially offset by a change in related income tax from an income of Rp.3,361 million in 2017 to a loss of
Rp.6,118 million in 2018.

73
Total Comprehensive Income/Loss
As a result of the foregoing, our total comprehensive income increased by Rp.99,450 million (U.S.$7.0 million),
or 99.4%, to Rp.199,508 million (U.S.$14.1 million) in 2018 from Rp.100,058 million in 2017.

2017 Compared to 2016


Net Revenue
Our net revenue increased by Rp.465,237 million, or 6.8%, to Rp.7,278,121 million in 2017 from
Rp.6,812,884 million in 2016. The increase in net revenue was primarily as a result of a decrease in sales returns
and discounts of Rp.30,234 million, or 46.7%, to Rp.34,540 million in 2017 from Rp.64,774 million in 2016 and
a decrease in sales promotion of Rp.463,598 million, or 24.0%, to Rp.1,469,830 million in 2017 from
Rp.1,933,428 million in 2016 and an increase in gross revenue attributable to related parties which increased by
Rp.159,612 million, or 25.9%, to Rp.775,354 million in 2017 from Rp.615,742 million in 2016. Gross revenue
decreased by Rp.28,595 million, or 0.3%, from Rp.8,811,086 million in 2016 to Rp.8,782,491 million in 2017.
Gross revenue attributable to third parties was negatively impacted in 2017 mainly as a result of the reduced
application of sales promotion expenses. Sales promotion and sales return and discount (which only relate to
sales made to third parties) as a percentage of gross revenue fell to 17.1% in 2017 from 22.7% in 2016, primarily
due to the Company’s focus to reduce the use of sales promotions more generally. Net revenue attributable to
third parties (net of sales promotion and sales return and discount) grew by 4.9% during the period, whereas net
revenue attributable to related parties grew by 25.9%.
Our net revenue from our diaper products segment increased by Rp.431,075 million, or 6.6%, to
Rp.7,005,153 million in 2017 from Rp.6,574,078 million in 2016, primarily due to the following reasons.
• Baby care products. Net revenues for our baby care products increased by Rp.293,579 million, or 5.3%, to
Rp.5,829,876 million in 2017 from Rp.5,536,297 million in 2016. This was due to our increased sales to related
parties and third parties, even though a reduction in our sales return and discount and sales promotion
negatively impacted the growth of sales to third parties.
• Feminine care products. Net revenue attributable to our feminine care products increased by
Rp.78,910 million, or 10.0%, to Rp.869,346 million in 2017 from Rp.790,436 million in 2016. This was
primarily due to our increased sales to third parties, partially offset by lower sales volume to related parties.
• Healthcare products. Net revenue for our healthcare adult incontinence products increased by
Rp.58,586 million, or 23.7%, to Rp.305,931 million in 2017 from Rp.247,345 million in 2016. This was
primarily due to our increased sales, both to third parties and to related parties.
Our net revenue from our non-diaper products segment increased by Rp.34,162 million, or 14.3% to
Rp.272,968 million in 2017 from Rp.238,806 million in 2016, primarily due to higher sales volume.

Cost of Revenue
Our cost of revenue remained relatively constant at Rp.5,383,384 million in 2017 compared to
Rp.5,460,534 million in 2016. Cost of raw materials used remained relatively constant at Rp.4,316,426 million in
2017, compared to Rp.4,372,341 million in 2016. Indirect production costs increased slightly by
Rp.19,934 million, or 3.0%, to Rp.688,815 million in 2017 from Rp.668,881 million in 2016. Direct labor costs
also remained relatively flat at Rp.234,596 million in 2017 compared to Rp.237,770 million in 2016.

Gross Profit
As a result of the foregoing, our gross profit increased by Rp.542,387 million, or 40.1%, to Rp.1,894,737 million
in 2017 from Rp.1,352,350 million in 2016. Our gross profit as a percentage of our net revenue increased
significantly to 26.0% in 2017 from 19.8% in 2016, primarily reflecting the implementation of controls over the
use of sales promotional expenses, which resulted in a reduction of the ratio of sales promotion expenses to gross
revenues from 21.9% to 16.7%.

Selling Expenses
Our selling expenses decreased by Rp.115,971 million, or 8.0%, to Rp.1,340,223 million in 2017 from
Rp.1,456,194 million in 2016, primarily due to a decrease in freight expenses by Rp.23,661 million, or 5.8%, to
Rp.384,999 million from Rp.408,660 million, a decrease in royalties expenses by Rp.28,038 million, or 11.4% to
Rp.218,325 million from Rp.246,363 million, a decrease in warehousing expenses by Rp.29,304 million, or 9.6%
to Rp.276,042 million from Rp.305,346 million and a decrease in sales promotion expense by Rp.32,566 million,

74
or 9.5% to Rp.311,164 million from Rp.343,730 million. The decrease in freight expenses was attributable to
reduced third party sales. The decrease in royalty expenses was due to the fall in gross revenue. The decrease in
warehousing expenses was attributable to the closure of a distribution center warehouse. The decrease in sales
promotion expense was attributable to the Company’s focus to reduce the use of sales promotional expenses in
2017.

General and Administrative Expenses


Our general and administrative expenses increased by Rp.67,525 million, or 37.3%, to Rp.248,590 million in
2017 from Rp.181,065 million in 2016, primarily due to an increase in the impairment of trade receivables by
Rp.26,923 million, or 59.3%, to Rp.72,323 million from Rp.45,400 million, an increase in employee costs by
Rp.25,995 million, or 24.7%, to Rp.131,139 million from Rp.105,131 million and an increase in professional fees
by Rp.8,732 million, or 65.7%, to Rp.22,018 million from Rp.13,286 million.

Finance Income
Our finance income increased by Rp.10,076 million, or 86.7%, to Rp.21,699 million in 2017 from
Rp.11,623 million in 2016, primarily due to higher cash balances held in banks.

Finance Costs
Our finance costs decreased by Rp.7,317 million, or 9.3%, to Rp.71,006 million in 2017 from Rp.78,323 million
in 2016, primarily due to a decrease in interest expenses from intercompany loans by Rp.5,049 million, or 20.3%,
to Rp.19,822 million from Rp.24,871 million. This decrease was due to a reduction in the outstanding amounts of
our loans with UC Japan and a decrease in bank loans by Rp.2,268 million, or 4.2%, to Rp.51,184 million from
Rp.53,452 million, in line with the reduction in the outstanding amounts of our bank loans.

Loss/Gain on Foreign Exchange, net


Our net gain on foreign exchange decreased by Rp.78,635 million, or 315.8%, to a net loss on foreign exchange
of Rp.53,734 million in 2017 from a net gain on foreign exchange of Rp.24,901 million in 2016, primarily due to
the depreciation of the Rupiah against the U.S. Dollar.

Tax Expenses
Our tax expenses decreased by Rp.7,016 million, or 40.8%, to Rp.10,192 million in 2017 from Rp.17,208 million
in 2016, primarily due to lower non-corporate tax assessments.

Other Gains/Losses, net


Other gains, net decreased by Rp.4,952 million, or 46.1%, to Rp.5,784 million in 2017 compared to
Rp.10,736 million in 2016, primarily due to a decrease in gains on the sale of fixed assets by Rp.1,680 million, or
129.0%, to a loss on the sale of fixed assets of Rp.378 million from a gain on the sale of fixed assets of
Rp.1,302 million.

Income Tax Expenses/Benefits


Our net income tax benefits decreased by Rp.143,488 million, or 260.2%, to a net income tax expense of
Rp.88,334 million in 2017 from a net income tax benefit of Rp.55,154 million in 2016, primarily due to a higher
taxable income in 2017 (as compared with a taxable loss in 2016).

Profit/Loss for the Period


As a result of the foregoing, our loss for the period increased by Rp.388,167 million, or 139.6%, to a profit for
the period of Rp.110,141 million in 2017 from a loss for the period of Rp.278,026 million in 2016. Our profit for
the period as a percentage of net revenue increased to 1.5% in 2017 from a negative 4.1% in 2016.

Other Comprehensive Income/Loss


Our other comprehensive loss remained relatively constant at a loss of Rp.10,083 million in 2017 compared with
a loss of Rp.6,872 million in 2016.

Total Comprehensive Income/Loss


As a result of the foregoing, our total comprehensive income increased by Rp.384,956 million, or 135.1%, to
Rp.100,058 million in 2017 from a total comprehensive loss of Rp.284,898 million in 2016.

75
Liquidity and Capital Resources
Cash Flows
The following table sets out a condensed summary of our cash flows for the periods indicated.
Year ended December 31 Six months ended June 30
2016 2017 2018 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$
million) million) million) million) million) million) million)
Net cash flows provided from
operating activities . . . . . . . . . . 262,108 791,842 651,971 46.1 632,646 320,432 22.7
Net cash flows used in investing
activities . . . . . . . . . . . . . . . . . . (81,856) (79,853) (135,037) (9.5) (11,215) (40,695) (2.9)
Net cash flows (used in)/provided
from financing activities . . . . . . 264,507 (463,894) (492,060) (34.8) (321,139) (27,108) (1.9)
Net increase in cash and cash
equivalents . . . . . . . . . . . . . . . . 444,759 248,095 24,874 1.8 300,292 252,629 17.9
Cash and cash equivalents at the
beginning of the period/year . . . 418,225 862,760 1,110,939 78.6 1,110,939 1,140,083 80.6
Foreign exchange difference on
cash and cash equivalents . . . . . (224) 84 4,270 0.3 869 (408) (0.0)
Cash and cash equivalents at the
end of the period/year . . . . . . . 862,760 1,110,939 1,140,083 80.6 1,412,100 1,392,304 98.5

Operating activities
Net cash provided by operating activities was Rp.320,432 million (U.S.$22.7 million) for the six months ended
June 30, 2019, primarily as a result of Rp.4,945,944 million (U.S.$349.8 million) in cash received from
customers in relation to the sales of our products, Rp.15,167 million (U.S.$1.1 million) of cash generated from
other operating activities, primarily from research and development services provided to UC Japan and
Rp.12,784 million (U.S.$0.9 million) received from finance income, partially offset by Rp.4,347,288 million
(U.S.$307.4 million) paid to suppliers and other parties, primarily in relation to purchases of raw materials,
Rp.203,533 million (U.S.$14.4 million) paid to employees, Rp.71,346 million (U.S.$5.0 million) in payment of
corporate income tax and Rp.25,042 million in payment of finance costs.
Net cash provided by operating activities was Rp.632,646 million for the six months ended June 30, 2018,
primarily as a result of Rp.4,838,204 million in cash received from customers in relation to the sales of our
products, Rp.57,225 million of cash generated from other operating activities, primarily from research and
development services provided to UC Japan, Rp.142,381 million of receipt related to tax assessment letters in
relation to fiscal year 2015 and Rp.13,648 million received from finance income, partially offset by
Rp.4,131,020 million paid to suppliers and other parties, primarily in relation to purchases of raw materials,
Rp.191,476 million paid to employees, Rp.59,973 million in payment of corporate income tax and
Rp.25,426 million in payment of finance costs.
Net cash provided by operating activities was Rp.651,971 million (U.S.$46.1 million) in 2018, primarily as a
result of Rp.9,612,182 million (U.S.$679.7 million) in cash received from customers in relation to the sales of
our products, Rp.68,753 million (U.S.$4.9 million) of cash generated from other operating activities, primarily
from research and development services provided to UC Japan and Rp.121,445 million (U.S.$8.6 million)
received as a result of tax assessments in relation to earlier fiscal years, partially offset by Rp.8,614,717 million
(U.S.$609.2 million) paid to suppliers and other parties, primarily in relation to purchases of raw materials,
Rp.376,823 million (U.S.$26.6 million) paid to employees and Rp.112,445 million (U.S.$8.6 million) in payment
of corporate income tax.
Net cash provided by operating activities was Rp.791,842 million in 2017, primarily as a result of
Rp.8,691,967 million in cash received from customers in relation to the sales of our products, Rp.34,937 million
of cash generated from other operating activities, primarily from research and development services provided to
UC Japan and Rp.34,937 million received as a result of tax assessments in relation to earlier fiscal years, partially
offset by Rp.7,463,135 million paid to suppliers and other parties, primarily in relation to purchases of raw
materials, Rp.364,833 million paid to employees and Rp.71,006 million in payment of finance costs.
Net cash provided by operating activities was Rp.262,108 million in 2016, primarily as a result of
Rp.8,978,602 million in cash received from customers in relation to the sales of our products, partially offset by

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Rp.8,177,358 million paid to suppliers and other parties, primarily in relation to purchases of raw materials,
Rp.341,415 million paid to employees, Rp.78,323 million in payment of finance costs and Rp.85,775 million in
payment of corporate income tax.

Investing activities
Net cash used in investing activities was Rp.40,695 million (U.S.$2.9 million) for the six months ended June 30,
2019, and consisted primarily of Rp.40,740 million (U.S.$2.9 million) in purchases of fixed assets, in particular
our construction and purchases of new production machinery.
Net cash used in investing activities was Rp.11,215 million for the six months ended June 30, 2018, and
consisted primarily of Rp.11,845 million in purchases of fixed assets, in particular our construction and
purchases of new production machinery.
Net cash used in investing activities was Rp.135,037 million (U.S.$9.5 million) in 2018 and consisted primarily
of Rp.135,750 million (U.S.$9.6 million) in purchases of fixed assets, in particular our purchases of machinery
modifications for production facilities.
Net cash used in investing activities was Rp.79,853 million in 2017 and consisted primarily of Rp.44,209 million
in purchases of fixed assets, in particular, Rp.35,063 million for the purchase of manufacturing machinery and
Rp.35,826 million for the purchase of UCNWI from Unicharm Kokko Nonwoven Co., Ltd, partially offset by
Rp.182 million in proceeds from the sale of machinery and equipment.
Net cash used in investing activities was Rp.81,856 million in 2016 and consisted primarily of Rp.84,971 million
in purchases of fixed assets, in particular, Rp.70,448 million for the purchase of manufacturing machinery.

Financing activities
Net cash used in financing activities was Rp.27,108 million (U.S.$1.9 million) for the six months ended June 30,
2019 and consisted primarily of Rp.100,077 million (U.S.$7.1 million) for the repayment of bank loans and
Rp.18,742 (U.S.$1.3 million) for the repayment of intercompany loans, partially offset by Rp.91,711 million
(U.S.$6.5 million) in proceeds from bank loans.
Net cash used in financing activities was Rp.321,139 million for the six months ended June 30, 2018 and
consisted primarily of Rp.362,441 million for the repayment of bank loans and Rp.19,975 million for the
repayment of intercompany loans, partially offset by Rp.61,277 million in proceeds from bank loans.
Net cash used in financing activities was Rp.492,060 million (U.S.$34.8 million) in 2018 and consisted primarily
of Rp.489,140 million (U.S.$34.6 million) for the repayment of bank loans and Rp.219,412 million
(U.S.$15.5 million) for the repayment of intercompany loans, partially offset by Rp.216,492 million
(U.S.$15.3 million) in proceeds from bank loans.
Net cash used in financing activities was Rp.463,894 million in 2017 and consisted primarily of
Rp.483,941 million for the repayment of bank loans and Rp.35,468 million for the repayment of intercompany
loans, partially offset by Rp.55,515 million in proceeds from bank loans.
Net cash provided by financing activities was Rp.264,507 million in 2016 and consisted primarily of
Rp.613,408 million in proceeds from bank loans, partially offset by Rp.65,577 million for the repayment of bank
loans and Rp.283,324 million for the repayment of intercompany loans.

Liquidity
Our primary source of liquidity for our operations is cash generated from our operating activities, bank loans and
loans from UC Japan. The Company had Rp.862,760 million, Rp.1,110,939 million, Rp.1,140,083 million
(U.S.$80.6 million), Rp.1,412,100 million and Rp.1,392,304 million (U.S.$98.5 million) in cash and cash
equivalents as at December 31, 2016, 2017 and 2018 and as at June 30, 2018 and 2019, respectively.
Our primary uses of cash is for operating and investing activities. We anticipate that increased capital
expenditure and other expenditures will be incurred in connection with the purchase of new machinery and for
general corporate purposes. See “Use of Proceeds.”
We have historically retained a significant amount of cash from operations, amounting to approximately six to
eight weeks of working capital in the past three years. In the years ended December 31, 2016, 2017 and 2018, the
average working capital requirements for any eight-week periods were approximately Rp.1,452,560 million,
Rp.1,310,308 million and Rp.1,582,265 million, respectively.

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Taking into account our cash generated by operating activities and the estimated net proceeds from the offering,
we expect to have sufficient resources to meet our working capital and capital expenditure requirements for at
least 12 months from the date of this Offering Circular.

Indebtedness
The following table sets out outstanding amounts on our bank loans as at December 31, 2016, 2017 and 2018 and
June 30, 2019. See Note 15 to our audited consolidated financial statements for more information on our bank
loans.

As at December 31 As at June 30
2016 2017 2018 2019
(Rp. (Rp. (Rp. (U.S.$ (Rp. (U.S.$
million) million) million) million) million) million)
Rupiah
MUFG Bank Ltd., Jakarta branch . . . . . . . . . . . . . 701,000 300,000 — — — —
PT Bank BTPN Tbk(1) . . . . . . . . . . . . . . . . . . . . . . 221,050 189,471 157,893 11.2 142,103 10.0
922,050 489,471 157,893 11.2 142,103 10.0
USD
MUFG Bank Ltd., Jakarta branch . . . . . . . . . . . . . 32,918 37,257 55,028 3.9 49,494 3.5
PT Bank BTPN Tbk(1) . . . . . . . . . . . . . . . . . . . . . . — — 43,443 3.1 54,089 3.8
32,918 37,257 98,471 7.0 103,583 7.3
Total bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . 954,968 526,728 256,364 18.1 245,686 17.4

(1) Formerly PT Bank Sumitomo Mitsui Indonesia.

Loan Agreements
MUFG Loan Agreements
We entered into a loan agreement (through UCNWI) on November 16, 2015 with MUFG Bank, Ltd., Jakarta
Branch (previously The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as last amended on November 16, 2018, through
which we obtained a one-year uncommitted facility of an amount up to U.S.$4,000,000 (or its equivalent in
Japanese Yen and/or Indonesian Rupiah), with an annual interest rate of the relevant cost of funds for
U.S. dollars, Japanese Yen and Indonesian Rupiah, as the case may be, plus 0.35%, (the “MUFG USD Loan
Agreement 1”) to finance the Group’s working capital, such loan is entered into by UCNWI and guaranteed by
the Company. Subject to any early termination or prepayment under the MUFG USD Loan Agreement 1, the
final repayment date of the outstanding loan is November 16, 2020.
We entered into a loan agreement on May 31, 2011 with MUFG Bank, Ltd., Jakarta Branch (previously The
Bank of Tokyo-Mitsubishi UFJ, Ltd.), as last amended on May 31, 2018, through which we obtained a one-year
uncommitted facility of U.S.$60,000,000, with an annual interest rate of the relevant cost of funds for
U.S. dollars, Japanese Yen and Indonesian Rupiah, as the case may be, plus 0.35% (the “MUFG USD Loan
Agreement 2”) to finance the Group’s working capital. The facility will terminate one year after the last
drawdown date with the final repayment date being May 31, 2020.
Under the terms of each of the MUFG USD Loan Agreement 1 and the MUFG USD Loan Agreement 2,
provided that an amount is outstanding under the facility, we are subject to certain negative covenants and shall
not, without the prior written consent of MUFG Bank Ltd., Jakarta Branch, among other things: (1) sell, lease,
transfer or otherwise dispose of any of our assets, except in the ordinary course of business, (2) make a loan or
obtain a loan from any other party, except in the ordinary course of business, or make any investment or increase
its equity participation in any other party, (3) prepay any other indebtedness other than the indebtedness under
the MUFG USD Loan Agreement 1, (4) acquire by purchase, lease or other means, any assets, except in the
ordinary course of business, (5) merge or consolidate with any other party, (6) act as a guarantor against any third
party’s obligations, (7) change the capital composition, (8) change the shareholding composition which resulted
in the change of the controlling shareholder, or (9) amend our articles of association.
In relation to the Combined Offering, we have obtained approval from MUFG Bank, Ltd., Jakarta Branch for
covenants (7), (8) and (9) above. We are not required to obtain prior approval from MUFG Bank, Ltd., Jakarta
Branch for any change to our shareholding composition, in so far such change only relates to our Shares held by
the public.

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We have also obtained approval from MUFG Bank, Ltd., Jakarta Branch in relation to the use of a portion of the
Combined Offering proceeds for the partial repayment of our intercompany loan obligation to UC Japan. See
“Use of Proceeds”.
As at June 30, 2019, we had U.S.$3,500,000 outstanding under the MUFG USD Loan Agreement 1 and no
outstanding amount under MUFG USD Loan Agreement 2.

BTPN Loan Agreement


We entered into a loan agreement (through UCNWI) on December 27, 2016 with PT Bank BTPN Tbk
(previously PT Bank Sumitomo Mitsui Indonesia), as last amended on December 31, 2018 (the “BTPN Loan
Agreement”), through which we have the following facilities to finance the Group’s working capital and capital
expenditure:
• a non-revolving and uncommitted loan facility of Rp.157,892,857,144 with an annual interest rate of cost of
funds plus 0.45% (the “BTPN Rupiah Facility”); and
• a revolving and uncommitted loan facility of U.S.$5,000,000 with an annual interest rate of cost of funds plus
0.2% (the “BTPN USD Facility”).
Each of the BTPN Rupiah Facility and the BTPN USD Facility is entered into by UCNWI and guaranteed by the
Company. The BTPN Rupiah Facility will terminate on December 31, 2019 and the BTPN USD Facility will
terminate three months after the last utilization date, which shall not exceed March 31, 2020.
As at June 30, 2019, we had Rp.142,103 million and U.S.$3,825,000 outstanding under the BTPN Rupiah
Facility and BTPN USD Facility, respectively.

Loan Agreements and Payment Obligations with UC Japan


We have entered into several unsecured facility agreements with UC Japan, with a total facility amount of
U.S.$60.4 million (of which U.S.$53.2 million is outstanding) as at June 30, 2019. As at June 30, 2019, we also
have an outstanding payment obligation to UC Japan in respect of purchases of machinery incurred as at
October 31, 2015 in the amount of JPY8,643.3 million. Such payment obligation will become due and payable on
December 31, 2021. The table below sets out further information on these loans as at June 30, 2019.
As at June 30, 2019
Outstanding Amount in Rupiah
Foreign Currency Equivalent
Loan Obligation Period Contractual Interest Rates (Full Amount) (in million)
May 29, 2012— December 31, 2021 . . . . . . LIBOR 6 months + 0.5% USD 21,000,000 296,961
June 29, 2012—December 31, 2021 . . . . . . LIBOR 6 months + 0.5% USD 2,400,000 33,938
April 2, 2013—December 31, 2021 . . . . . . . LIBOR 6 months + 0.5% USD 20,000,000 282,820
September 20, 2013—September 19,
2023(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . LIBOR 6 months + 0.5% USD 5,500,001 77,776
April 21, 2014—April 20, 2022(1) . . . . . . . . LIBOR 6 months + 0.5% USD 4,285,720 60,604
October 31, 2015—December 31, 2021 . . . JBA TIBOR 6 months + 0.5% JPY 8,643,254,951(2) 1,135,638
1,887,737
Current portion (37,485)
Non-current portion 1,850,252

Note:
(1) This loan requires annual installments to be made.
(2) Converted into Indonesian Rupiah based on the exchange rate of Rp.131.39 to JPY1.00 as of June 30, 2019 for the convenience of the
reader.

Foreign Exchange Forward Contracts and Cross Currency Swap Agreements


We have entered into an agreement with MUFG Bank, Ltd., Jakarta Branch for foreign exchange forward
facilities. This agreement, which was entered into in 2004 and has been renewed several times, shall terminate on
May 31, 2021, and provides for a total facility of U.S.$3.0 million, representing the aggregate amount of the
marked-to-market value of the transactions under such agreement. As at June 30, 2019, the marked-to-market
value of the derivative transactions under this facility amounted to Rp.111.0 million (U.S.$0.01 million). In
November 16, 2016, UCNWI also entered into an agreement with MUFG Bank, Ltd., Jakarta branch, and lastly
amended on November 16, 2018 for a facility of U.S.$1.5 million which will mature on November 16, 2020. As
at June 30, 2019, the marked-to-market value of the derivative transactions under this facility amounted to
Rp.410.0 million (U.S.$0.03 million).

79
In June 2019, we also entered into a USD/Rupiah foreign exchange forward agreement with PT Bank BTPN Tbk
for U.S.$14.0 million. This agreement was last extended in September 2019 and will terminate on December 20,
2019. As at June 30, 2019, the marked-to-market value of the derivative transaction under this agreement
amounted to Rp.861.0 million (U.S.$0.1 million).
In addition, we have also entered into an agreement with MUFG Bank, Ltd., Jakarta branch, for a multi-currency
swap facility of U.S.$12.25 million. This agreement, which was entered into in 2007 and has been renewed
several times, shall terminate on June 30, 2022. As at June 30, 2019, we have not utilized any amounts under this
agreement.
See Note 27 to our audited consolidated financial statements included elsewhere in this Offering Circular for
more information on these agreements.

Contractual Obligations and Commitments


Set out below is a summary of our contractual obligations and commercial commitments as at June 30, 2019.
Payment Due By Period
As at June 30, Less than More Than
2019 1 Year 1–Years 3–5 Years 5 Years
(Rp. million)
Commitments under loan agreements, trade
payables, operating leases and others
Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 249,153 249,153 — — —
Intercompany loans . . . . . . . . . . . . . . . . . . . . . . . 1,962,763 67,230 70,041 1,825,492 —
Trade payables . . . . . . . . . . . . . . . . . . . . . . . . . . . 845,159 845,159 — — —
Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,242 55,242 — — —
Gross settled derivative-foreign currency
forward contracts:
Cash inflows: . . . . . . . . . . . . . . . . . . . . . . . . . . (292,000) (292,000) — — —
Cash outflows: . . . . . . . . . . . . . . . . . . . . . . . . . 293,383 293,383 — — —
Operating leases(1) . . . . . . . . . . . . . . . . . . . . . . . . 748,708 123,375 211,231 278,744 135,458
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,862,841 1,341,975 281,272 2,104,236 135,458

Note:
(1) The Company has entered into operating leases primarily in respect of warehouses and offices. The amounts indicated are the total future
minimum payments required under these operating leases.

The foregoing table does not include our obligations to purchase raw materials from various suppliers, which
amounted to Rp.698,257 million, Rp.756,268 million, Rp.885,017 million (U.S.$62.6 million) and
Rp.815,436 million (U.S.$57.7 million) as at December 31, 2016, 2017 and 2018 and June 30, 2019.

Off-Balance Sheet Arrangements and Contingent Liabilities


As at September 30, 2019, we do not have any off-balance sheet arrangements or contingent liabilities.

Capital Expenditures
Since January 1, 2016, our historical capital expenditures were primarily related to the purchase of new
machinery and expansion of our production facilities, while capital expenditures in relation to the maintenance of
existing machinery and production facilities have been minimal.
The following table presents our capital expenditure for the periods indicated.
For the six months ended
For the year ended December 31 June 30
2016 2017 2018 2018 2019 2019
(Rp. million) (Rp. million) (Rp. million) (U.S.$ million) (Rp. million) (U.S.$ million)
Purchase of Machinery . . . . . . 73,849 36,397 111,519 7.9 38,830 2.7
Building . . . . . . . . . . . . . . . . . 1,540 310 — — — —
Tools, Equipment and
Vehicles . . . . . . . . . . . . . . . 1,476 989 930 0.1 376 0.0
Total Capital
Expenditure . . . . . . . . . . . 76,865 37,696 112,449 8.0 39,207 2.8

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Our capital expenditures in relation to the purchase of machinery decreased by Rp.37,452 million or 50.7% from
the year ended 2016 to 2017 primarily due to the purchase of new machinery for the health care business in 2016,
and increased by Rp.75,122 million or 206.4% from the year ended 2017 to 2018 primarily due to capital
expenditure related to the modification of four machines for the baby care business in 2018.
We typically fund our capital expenditures primarily by cash generated from our operations and expect to fund
future capital expenditures primarily using cash generated from our operations and proceeds from the Combined
Offering.

Qualitative and Quantitative Disclosures about Market Risks


We are exposed to various types of market risks in the ordinary course of business, including foreign exchange
risk, interest rate risk, credit risk and liquidity risk. The Group’s overall financial risk management program are
designed to minimize potential adverse effects on the Group’s financial performance. Financial risk management
is carried out by the Board of Directors.

Foreign Exchange Risk


Currency risk is the risk in terms of fair value or future cash flows that the value of a financial instrument will
fluctuate because of changes in foreign currency exchange rates. We are exposed to foreign exchange risk mainly
arising from purchase of materials and borrowings denominated in U.S. dollars and Japanese Yen.
To manage our foreign currency exposure, we purchase foreign currencies that will be needed to avoid exposure
to short-term exchange rate fluctuations and to maintain sufficient cash in foreign currencies to cover our
maturing obligations. Where we consider it necessary to do so, we also enter into derivatives transactions in the
form of foreign currency forward contracts to hedge our future cash flow requirements, particularly where such
requirements relate to our purchase of imported materials.
As at December 31, 2018, and June 30, 2019, we had a net monetary liabilities position. If Rupiah had weakened/
strengthened by 10% against U.S. dollars and Japanese Yen, with all other variables held constant, our profit
after tax would be Rp.155.9 billion (U.S.$11.0 million) lower/higher as at December 31, 2018. If Rupiah had
weakened/strengthened by 10% against U.S. dollars and Japanese Yen, with all other variables held constant,
profit after tax would be Rp.147.5 billion (U.S.$10.4 million) lower/higher as at June 30, 2019. The impact on
equity would have been the same as the impact on profit/loss after tax for each year.

Interest Rate Risk


Interest rate risk is the risk in terms of fair value or future contractual cash flows that the value of a financial
instrument will be affected due to changes in market interest rates. Our exposure to interest rate risk arises
mainly from borrowings with floating interest rates which consist of short-term bank loans and long-term
intercompany loans. Our variable interest rate obligations pursuant to our bank borrowings and our loans from
UC Japan are primarily linked to LIBOR and JBA TIBOR. Increases in interest rates would increase interest
expenses relating to our outstanding floating rate borrowings and increase the cost of new debt.
As at December 31, 2018, if interest rates on the above borrowings had been 100 basis points higher/lower with
all other variables held constant, profit after tax would be Rp.18.3 billion (U.S.$1.3 million) lower/higher. As at
June 30, 2019, if interest rates on the above borrowings had been 100 basis points higher/lower with all other
variables held constant, profit after tax would be Rp.8.4 billion (U.S.$0.6 million) lower/higher. The impact on
equity would have been the same with the impact on profit/loss after tax for each year.

Credit Risk
We are exposed to credit risk arising primarily from credits given to our customers and deposits with banks.
Credit risk that arises mainly from trade receivables from customers and other receivables is managed by our
management team in accordance with our policies and procedures relating to customer credit risk management
and other receivables. We ensure that sales are made to customers with an acceptable credit history. In addition,
we perform regular credit reviews of our existing customers and use credit limits to regulate credit risks. For cash
and time deposits in banks, we follow our policy to minimize credit risk by placing our cash and deposits at
reputable banks with good credit ratings. See “Risk Factors—We face credit risks due to our trade receivables in
the ordinary course of business.”

Liquidity Risk
Liquidity risk is the risk that we are unable to meet our obligations when they are due. We evaluate and monitor
cash inflows and cash outflows to ensure the availability of funds to settle due obligations.

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We manage our liquidity risk by continuously monitoring forecasted and actual cash flows and matching the
maturity profiles of our financial assets and liabilities. We aim to maintain flexibility through having adequate
cash, making short-term placements of deposits and maintaining available funds in the form of adequate credit
lines. See Note 3 to our audited consolidated financial statements for more information relating to the Group’s
financial liabilities and the undiscounted cash flows required to settle those liabilities.

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INDUSTRY OVERVIEW
Disclaimer
The information that appears in this Industry Overview has been prepared by Euromonitor International
Limited and reflects estimates of market conditions based on publicly available sources and trade opinion
surveys and is prepared primarily as a market research tool. References to Euromonitor International Limited
should not be considered as the opinion of Euromonitor International Limited as to the value of any security or
the advisability of investing in the Company. The Directors believe that the sources of information contained
in this Industry Overview are appropriate sources for such information and have taken reasonable care in
reproducing such information. The Directors have no reason to believe that such information is false or
misleading or that any material fact has been omitted that would render such information false or misleading.
The information prepared by Euromonitor International Limited and set out in this Industry Overview has not
been independently verified by the Group, the Sole Global Coordinator, the Lead Domestic Underwriter or any
other party involved in the Combined Offering and neither such parties give any representations as to its
accuracy and the information should not be relied upon in making, or refraining from making, any investment
decision.

Forecasting Bases and Assumptions


Euromonitor International based the Euromonitor Report on the following assumptions:
• The Indonesian economy is expected to maintain steady growth over the projection period;
• The Indonesian social, economic and political environments are expected to remain stable during the projection
period;
• There will be no external shock, such as a financial crisis or raw materials shortage, that affects the demand
and supply of retail disposable hygiene products in Indonesia during the projection period; and
• Key market drivers such as rising consumer income, improving hygiene awareness, growing appreciation for
convenience and widening retail distribution networks are expected to boost the development of the Indonesian
market.
The research results may be affected by the accuracy of these assumptions and the choice of these parameters.
The market research was completed in March 2019; all statistics in the Euromonitor Report are based on
information available at the time of reporting. Euromonitor’s forecast data comes from an analysis of historical
developments in the market, the economic environment and underlying market drivers, and the research results
have been cross-checked against established industry data and trade interviews with industry experts.

Definitions
Euromonitor International based the Euromonitor Report on the following definitions:

Selected Industry Category Definitions


The following product categories, taken as a whole, constitute the retail disposable hygiene market for the
purposes of this section:
• Baby care products;
• Feminine care products;
• Healthcare products; and
• Personal wipes products.

Baby Care Products


This category includes disposable nappies, disposable diapers and disposable pants for babies and toddlers across
boys’, girls’ and unisex categories. Disposable pants are usually thinner than diapers but resemble diapers in their
absorbency, and are similar to normal underwear in both design and the way they are worn. Products designed
for children with bed-wetting issues are also included. For the purposes of this report, nappies, diapers, and pants
refer only to disposable products.

Feminine Care Products


This category includes pantyliners, towels, and tampons. Pantyliners, external sanitary protection designed for
light menstrual flow, may be used in conjunction with tampons and are often promoted as offering protection and

83
‘freshness’ throughout the entire month. Towels, also known as pads, are external sanitary protection including
press-on and looped towels. The usage of tampons by consumers in Indonesia is limited, hence the retail value of
the tampon segment is deemed negligible.

Healthcare Products
This category includes a variety of protective products for bladder or bowel adult incontinence. Products with
different levels of absorbency are covered, including pads, pants and protective underwear, briefs, undergarments
and pant and pad systems.

Personal Wipes Products


This is the aggregation of general purpose wipes, baby wipes, feminine hygiene wipes and cosmetic wipes. Note
that Indonesia’s data only accounted for baby wipes and general purpose wipes as the other types are deemed
negligible. General purpose wipes are moist wipes commonly used by adults for freshening hands and face, daily
or when traveling. Baby wipes are moist wipes, mostly used for cleaning the baby during nappy changes.

Other Definitions
Babies and Toddlers Population
This group refers to people aged 0-4 in any given country and is defined as the target market for baby care
products.

CAGR
CAGR refers to the compound annual growth rate.

Projection Period
For this report, the projection period is defined as the end of the 2018 calendar year to the end of the 2023
calendar year.

Retail Value
The monetary value of products sold through retail channels, measured at retail selling prices. This includes the
impact of wholesaler/distributor markups, retailer markups, and VAT on the item’s price, and essentially reflects
the price the consumer pays for the product in the store. Retail value in this section is presented in nominal value
terms.

Foreign Exchange Rate of Indonesian Rupiah to United States Dollar (only for the purpose of this Industry
Overview section and not any other parts of the Offering Circular)
The rate of exchange in place at the time of reporting was U.S.$1 to Rp.14,238.2.1

Overview
Baby care, the largest market amongst the four product categories, grew at a CAGR of 9.1% from 2015 to 2018
to reach a size of Rp.20.1 trillion (U.S.$1.4 billion) in 2018. Euromonitor projects that the retail value for baby
care products will grow at a CAGR of 10.8% to reach Rp.33.5 trillion (U.S.$2.4 billion) over the projection
period.
Feminine care posted a CAGR of 11.1% from 2015 to 2018, reaching Rp.3.8 trillion (U.S.$265 million) in 2018.
It is forecasted to grow at a CAGR of 9.4% to reach Rp.5.9 trillion (U.S.$416 million) over the projection period.
The healthcare category is still in an early stage of consumer adoption. It grew at a CAGR of 20.4% from 2015 to
2018, reaching Rp.1.3 trillion (U.S.$91 million). Euromonitor projects that this category will grow at a CAGR of
15.7% over the projection period, reaching Rp.2.7 trillion (U.S.$189 million) by 2023.
The personal wipes category achieved a CAGR of 12.2% from 2015 to 2018 to reach Rp.1.5 trillion
(U.S.$103 million). It is forecasted to grow at a CAGR of 17.8% over the projection period, reaching Rp.3.3
trillion (U.S.$234 million) by 2023.
The projected market growth is underpinned by a combination of supportive macroeconomic factors, including
GDP growth, population growth and urbanization as well as rising consumer disposable income and consumer
spending, and the evolution of consumption habits, with increasing appreciation for convenience, improving
1 Euromonitor International Passport—Economies and Consumers, 2019 Edition—2018 IDR Exchange Rates Against USD.

84
hygiene awareness and higher standards of living. The consumption and usage of retail disposable products in
Indonesia is still low compared with other markets in Southeast Asia and advanced economies globally. These
factors support a secular high-growth outlook for the Indonesian disposable hygiene product market.
The Company is the market leader in three of the four categories of the retail disposable hygiene industry in
Indonesia, namely baby care, feminine care and healthcare. The Company’s product lines, MamyPoko (baby
care), Charm (feminine care) and Lifree (healthcare) are the leading brands in their categories.

Macroeconomic Environment in Indonesia


Positive Economic Outlook and Sentiment
Indonesia is the fourth-most populated country in the world. Its GDP reached Rp.14,837 trillion (U.S.$1,042
billion) in 2018. In real terms, it grew at a CAGR of 5.1% from 2015 to 2018. The economy is forecasted to grow
at a CAGR of 5.1% over the projection period.

Chart 1 Indonesia’s Gross Domestic Product (GDP), at Constant 2018 Price, 2015-2023F

30,000
th
th Real GDP Grow
Real GDP Grow CA GR 20 18 -23 F: 5.1%
: 5.1%
CAGR 2015-18 18,151 19,061
In Rp. trillion

20,000 16,402 17,256


14,837 15,584
13,427 14,108
12,784

10,000

0
2015 2016 2017 2018 2019F 2020F 2021F 2022F 2023F

Sources: Badan Pusat Statistik (BPS), Euromonitor International Passport—Economies and Consumers, 2019 Edition
Note: F—Forecasted

With the launch of the 15th and 16th Economic Policy Packages under the leadership of President Joko Widodo,
Indonesia has seen a shift towards market deregulation, tax cuts on large investments and increasing government
expenditure on public goods and services. Removal and redrafts in regulations have boosted investment,
particularly in infrastructure, banking, and manufacturing industries. GVA2 for manufacturing rose at a CAGR of
4.3% from 2015 to 2018 in real terms, whilst that for the construction and services industries rose at 6.0% and
5.7%, respectively. New investment inflows have contributed to job creation and helped stabilize the
unemployment rate at an annual average of less than 6.0% over the historic period.
Actual government expenditure reached Rp.2,203 trillion (U.S.$155 billion) in 2018 or 14.8% of GDP, with
increasing focus on social security and the improvement of public services. Future growth is expected to continue
to be driven by private consumption. Consumption strengthened in 2018 due to sustained increases in the
standard of living against a relatively low inflation environment. Indonesia’s headline inflation stood at 3.1% in
2018. The Consumer Confidence Index reached a record high of 128.1 in June 2018 during the period of 2015 to
2018 and has been sustained at above 120 from January to August 2019.

Chart 2 Indonesian Consumer Confidence Index (CCI)

150

128.1
130 123.1

110

97.5
90
Jan 15 Apr 15 Jul 15 Oct 15 Jan 16 Apr 16 Jul 16 Oct 16 Jan 17 Apr 17 Jul 17 Oct 17 Jan 18 Apr 18 Jul 18 Oct 18 Jan 19 Apr 19 Jul 19

Source: Bank Indonesia

2 GVA refers to gross value added. It is a measure of industry output minus intermediate consumption. GVA can be derived from gross
domestic product minus taxes and plus subsides.

85
Large and Young Populations Increasingly Urban
Indonesia’s population grew at a CAGR of 1.1% from 255.5 million in 2015 to 265.0 million in 2018. With a
median age of 28.8 years old in 2018, Indonesia has a younger population than most neighboring countries.

Chart 3 Median Age of Population of Indonesia and Select Neighboring Countries and Japan, 2018

60
47.8
43.3
39.3
Age in Years

40 31.7
28.8 28.9
24.7
20

0
Philippines Indonesia Malaysia Vietnam Thailand Singapore Japan

Source: Euromonitor International Passport—Economies and Consumers, 2019 Edition

Urbanization continues to rise in the country, with the urban population growing at a CAGR of 2.4% from 2015
to 2018. In 2018, 56% of Indonesia’s population were living in urban areas. Continued urbanization is expected
to support Indonesia’s economic growth as work and lifestyle patterns evolve with notably a rise in formal forms
of employment, higher labor productivity, higher income levels, and a higher propensity to consume as is
typically witnessed in urban areas.

Chart 4 Urbanization Rate Among Select Neighboring Countries and Japan, 2018

100%
92%
Urbanization rate

77%

50% 52% 56%


(%)

36%

0
Vietnam Thailand Philippines Indonesia Malaysia Japan Singapore

Source: Euromonitor International Passport—Economies and Consumers, 2019 Edition

Rising Disposable Income with Strong Growth Outlook


Overall, Indonesia’s disposable income per capita grew at 7.2% CAGR in nominal terms between 2015 and
2018. Disposable income growth in turn has driven the expansion of consumer expenditure. Due to the rising
average disposable income in Indonesian cities, the growing urban population is expected to have a favorable
impact on the demand for disposable retail hygiene products as disposable hygiene products are typically
considered necessities of life in urban economies. In 2018, the urban population’s disposable income per capita
was estimated at Rp.40.2 million (U.S.$2,823), which is 68% higher than the rural population’s disposable
income per capita of Rp.23.9 million (U.S.$1,679).

Chart 5 Disposable Income of Urban and Rural Populations Per Capita, Nominal Terms, 2015-2018

60

40.2
In Rp. million

35.4 37.7
40 33.2
22.2 23.9 Urban
19.3 20.5
20 Rural

0
2015 2016 2017 2018

Source: Euromonitor International Passport—Economies and Consumers, 2019 Edition

86
Chart 6 Indonesia’s Historical Disposable Income Per Capita, Nominal Terms, 2015-2018
50
CAGR 2015-2018: 7.2%
40 33.0
In Rp. million

28.6 30.7
30 26.8

20

10

0
2015 2016 2017 2018

Source: Euromonitor International Passport—Economies and Consumers, 2019 Edition

Chart 7 Historical Disposable Income Per Capita of Select Asian Countries and Japan, 2018
40,000
30,847
30,000
23,196
In USD

20,000

10,000 3,841 5,889 5,897


1,554 1,771 2,318 2,338
0
India Vietnam Indonesia Philippines Thailand Malaysia China Japan Singapore

Source: Euromonitor International Passport—Economies and Consumers, 2019 Edition


*Note: Applied constant 2018 USD exchange rate

Rising Middle Class Driving Consumer Expenditure Growth


Government policies such as the National Long-Term Development Plans have enabled the expansion of
Indonesia’s middle class population, through providing access to educational, creation of job opportunities, as
well as development of public infrastructure and services. As a result, Indonesian households with annual
disposable income of U.S.$10,000 to U.S.$35,000 expanded at a CAGR of 8.2% from 2015 to 2018. During the
same period, households with lower disposable income (below U.S.$10,000) have been on a decline at a CAGR
of -1.5%. Rising disposal income is supporting consumption growth. Indonesia’s consumer expenditure is
projected to grow at a CAGR of 9.1% from 2018 to 2023.

Chart 8 Indonesia’s Number of Households by Annual Disposable Income Band, 2015-2023F


80
CAGR: -1.5% CAGR:
60 -2.6%
48.3 46.2
In million

40.5
AGR : 7.3%
40 2% C
CAGR: 8. 28.8
20.2 R: 9.9%
20
16.0 CAGR: 5.9% CAG
1.0 1.2 2.0
0
2015 2018 2023F 2015 2018 2023F 2015 2018 2023F

Source: Euromonitor International Passport—Economies and Consumers, 2019 Edition


*Note: Applied constant 2018 USD exchange rate

Chart 9 Indonesia’s Consumer Expenditure, Nominal Terms, 2015-2023F

-2023F: 9.1%
14,000 CAGR 2018 12,902.1
11,768.2
12,000 -2018: 8.6% 10,726.7
CAGR 2015 9,816.0
9,019.0
In Rp. trillion

10,000
8,339.4
7,683.2
8,000 6,517.7 7,049.2
6,000

4,000

2,000

0
2015 2016 2017 2018 2019F 2020F 2021F 2022F 2023F

Source: Euromonitor International Passport—Economies and Consumers, 2019 Edition

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Retail Disposable Hygiene Market in Indonesia
Baby Care Products—Sizeable and Growing as Consumption Pattern Evolves and Consumer Adoption
Increases
The baby care products category is the largest among the four retail disposable hygiene categories, accounting
for more than 75% of the total retail value of the retail disposable hygiene industry in 2018. The category grew at
a 9.1% CAGR from 2015 to 2018, reaching Rp.20.1 trillion (U.S.$1,411 million) in 2018. Within this category,
disposable pants is more widely purchased in Indonesia as parents appreciate the ease of use of the products as
compared to nappies/diapers that are commonly secured with tape. Disposable pants are also preferred as they
allow babies to move more freely during the day. As such, the subcategory accounted for about 65% of retail
value in 2018. Given its popularity, despite being sold at a higher price point, the disposable pants subcategory is
projected to grow at a faster rate as compared to nappies/diapers, at a CAGR of 11.7% in nominal terms over the
projection period, driving the growth of total baby care products in Indonesia. Overall, the baby care products
category is forecasted to grow at a CAGR of 10.8% over the projection period.

Chart 10 Baby Care Products Retail Value in Indonesia, 2015-2023F

45

3F
018-202
CAGR 2 y Care): 10.8%
In IDR trillion

a b
30
CAGR 2015-201
8 (Total B 10.8
Ba by Ca re ): 9.1% 9.8
(Total 9.0
7.6 8.2
15 6.7 7.0
5.9 6.4
20.3 22.7
14.6 16.3 18.2
9.6 11.2 12.2 13.1
0
2015 2016 2017 2018 2019F 2020F 2021F 2022F 2023F
Disposable Pants Nappies/Diapers

Source: Euromonitor International Passport—Tissue and Hygiene, 2019 Edition


Note: Retail value is in nominal terms

There were 24.2 million Indonesians aged 0-4 years in 2018—this group is referred to as “Babies and Toddlers”.
Indonesia has the largest addressable market in terms of population for baby care products among neighboring
Asian countries.

Chart 11 Babies and Toddlers Population of Indonesia and Neighboring Countries and Japan, 2018

30
24.2

20
Million

11.7
10 7.7
3.6 4.8
2.6
0
Malaysia Thailand Japan Vietnam Philippines Indonesia

Sources: Euromonitor International Passport—Economies and Consumers, 2019 Edition

However, Indonesia’s per capita usage rate in this category is among the lowest in the region. On average in
Indonesia, a child aged 0-4 years old uses less than one nappy/diaper/pant per day, at 0.8 (282 nappies/diapers/
pants per year). This suggests significant room for greater use and adoption in the country, relative to other
Southeast Asian markets as well as developed economies such as Japan.

88
Chart 12 Average Annual Per Capita* Usage of Baby Care Products in 2018

care products 2,000 1,735


No. of baby

1,000

432 438
269 282
169
0
Philippines Vietnam Indonesia Thailand Malaysia Japan

Sources: Euromonitor International Passport—Economies and Consumers, 2019 Edition; Tissue and Hygiene, 2019 Edition
*Note: The population aged 0-4 is used as the consumer base, while the retail volume of baby care products is used as the consumption volume

Families in rural areas occasionally use washable cloth diapers instead of disposable items due to cost
considerations. It also remains common for families to buy disposable pieces on a per unit basis as opposed to
bulk-packaged quantities. However, adoption is rising as parents increasingly appreciate the convenience that
disposable diapers bring compared to cloth diapers that require washing. As income levels rise, there is also
increasing demand for premium products. This development is seen especially in urban areas, and industry
brands have introduced premium offerings to cater to such demand.

Competitive Landscape
The top three baby care product brands collectively accounted for 80.7% of total retail value in 2018. MamyPoko
by the Company remains the leader in this category, garnering a retail value share of 49.8% in 2018. High brand
recognition, continuous innovation, a wide product portfolio, impactful marketing campaigns and an extensive
distribution network are some of the key factors that have enabled MamyPoko to retain its market leader
position.

Table 1 Market Share of Leading Brands in Baby Care Products by Retail Value, 2018

MamyPoko 49.8%
Leading Brand 2 22.4%
Leading Brand 3 8.5%

Source: Euromonitor International Passport—Tissue and Hygiene, 2019 Edition

Feminine Care Products–Substantial Potential for Premiumization


Feminine care products are widely available in Indonesia and the adoption of these products is increasing as
more female consumers consider feminine care as a necessity in their daily lives. The category posted a CAGR of
11.1% from 2015 to 2018, reaching Rp.3.8 trillion (U.S.$266 million) in 2018. Sanitary towels are the preferred
choice of Indonesian consumers, with 96% of feminine care product retail value being derived from this sub-
category in 2018. Pantyliners are sold mostly in large cities where purchasing power is generally higher and there
is more consumer appreciation for the product. Overall, the feminine care category is forecasted to grow at a
CAGR of 9.4% over the projection period.

Chart 13 Feminine Care Retail Value in Indonesia, 2015-2023F

7,500 CAGR 2018-2023F


: 9.4%
CAGR 2015-2018 (Total Feminine Care) 216
11.1%
6,000 (Total Feminine Care): 200
185
In Rp. billion

171
4,500 158
136 145
110 124
3,000 5,714
4,774 5,233
3,975 4,352
1,500 3,354 3,639
2,650 2,951

0
2015 2016 2017 2018 2019F 2020F 2021F 2022F 2023F
Towels Pantyliners

Source: Euromonitor International Passport—Tissue and Hygiene, 2019 Edition


Note: Retail value is in nominal terms

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A similar trend as the one evident in baby care products is also observed in the feminine care products category,
with usage rates in Indonesia lower than those in many other Asian countries, suggesting significant growth
potential. Although sanitary products are regarded as a necessity in urban areas, it is still not the case in many
rural areas where sanitary towels can be purchased in single units from traditional retailers such as warungs.

Chart 14 Average Annual Per Capita* Usage of Feminine Care Products in 2018

222
225 205
No. of feminine care

153
products

150 123
100

75 52

0
Indonesia Philippines Thailand Vietnam Malaysia Japan

Source: Euromonitor International Passport—Economies and Consumers, 2019 Edition; Tissue and Hygiene, 2019 Edition
*Note: The female population aged 12-54 is used as the consumer base, while the retail volume of feminine care products is used as the
consumption volume

Females aged 12 to 54 years old represented a population of 85.5 million (or 32% of Indonesia’s population) in
2018. Feminine care products’ growing adoption is driven by a number of societal factors. An increasing number
of women in the country are gaining access to higher education and female participation in the workforce is
rising. Higher product adoption is also supported by the female employment rate, which is estimated to have
grown from 49.5% in 2015 to 51.9% in 2018. Disposable income per capita for females has registered a 7.5%
CAGR in nominal terms, increasing from Rp.17.6 million (U.S.$1,234) in 2015 to Rp.21.8 million (U.S.$1,534)
in 2018. As female workforce participation and income levels rise, there is growing consumer demand for higher
quality and a wider range of products. Major brands have introduced premium products to cater to this demand.

Competitive Landscape
The top three players in the feminine care category commanded 88% of total retail value in 2018, up from 85%
in 2015. Charm by the Company was the category leader with a 42.1% market share in 2018.

Table 2 Market Share of Leading Brands in Feminine Care Products by Retail Value, 2018

Charm 42.1%
Leading Brand 2 33.9%
Leading Brand 3 11.5%

Source: Euromonitor International Passport – Tissue and Hygiene, 2019 Edition

Healthcare Products—A Nascent Market Set for Strong Growth


The healthcare product category (catering to adult incontinence) grew at a CAGR of 20.4% from 2015 to 2018
and is still in the early stages of consumer adoption, with the main consumer segment being the middle to high-
income consumers. The healthcare products category is forecasted to grow at a double-digit CAGR of 15.7%
from 2018 to 2023.

Chart 15 Healthcare Products (Catered to Adult Incontinence) Retail Value in Indonesia, 2015-2023F

3,000

: 15.7%
018-2023
In Rp. billion

2,000 CAGR 2
018: 20.4%
CAGR 2015-2 2,367 2,688
1,000 1,806 2,078
1,297 1,546
918 1,092
743
0
2015 2016 2017 2018 2019F 2020F 2021F 2022F 2023F

Source: Euromonitor International Passport—Tissue and Hygiene, 2019 Edition

90
The chart below shows that healthcare products catering to adult incontinence still represent a nascent product
category in Indonesia with significant growth potential, in particular in the context of comparison to other
regional markets.

Chart 16 Average Annual Per Capita* Usage of Healthcare Products in 2018

160 141

120
Units

80

40
33
22
7 8 13
0
Philippines Indonesia Vietnam Thailand Malaysia Japan

Sources: Euromonitor International Passport—Economies and Consumers, 2019 Edition; Tissue and Hygiene, 2019 Edition
*Note: The population aged 65 and older is used as the consumer base, while the retail volume of healthcare products is used as the
consumption volume

According to Badan Pusat Statistik (BPS), life expectancy in Indonesia increased from 70.8 years in 2015 to 71.2
years in 2018. This increase can be attributed to improvements in healthcare and standards of living. The
population of Indonesians aged 65 years old and older is expected to increase from 13.2 million in 2015 to
24.4 million by 2030, providing strong secular growth support to the healthcare product category.

Competitive Landscape
The healthcare category is at the early stage of consumer adoption and the market is concentrated with the top
two brands accounting for more than 80% of retail value. Lifree by the Company is the category leader for
healthcare products, accounting for 46% of the retail market in value in 2018. Lifree enjoyed great success due to
its association with Japan and UC Japan’s reputation for high-quality products.

Table 3 Market Share of Leading Brands in Healthcare Products by Retail Value, 2018

Lifree 46.3%
Leading Brand 2 38.2%
Leading Brand 3 3.9%

Source: Euromonitor International Passport—Tissue and Hygiene, 2019 Edition

Personal Wipes Products—Baby Wipes Appealing to Broader Consumers


The personal wipes products market achieved a CAGR of 12.2% from 2015 to 2018. Due to its popularity
amongst consumers, baby wipes accounted for nearly the entirety of the overall personal wipes products category
in retail value in 2018. Supported by widening product availability and increasing consumer usage, the category
is forecasted to grow at a CAGR of 17.8% over the forecast period.

Chart 17 Personal Wipes Retail Value in Indonesia, 2015-2023F

4,000

3,000 17.8%
023F:
In Rp. billion

2018-2
CAGR
-2018: 12.2%
2,000
CAGR 2015 3,330
2,814
2,384
1,000
1,724 2,027
1,158 1,297 1,466
1,036
0
2015 2016 2017 2018 2019F 2020F 2021F 2022F 2023F

Source: Euromonitor International Passport—Tissue and Hygiene, 2019 Edition


Note: Retail value is in nominal terms

91
Competitive Landscape
The personal wipes products category has become more competitive in recent years as more brands have entered
the market, winning market share from the leading brands. However, the top two brands still capture the lion’s
share of total retail value, at 75.7% in 2018. MamyPoko by the Company is the third largest brand in the personal
wipes products category.

Table 4 Market Share of Leading Brands in Personal Wipes Products by Retail Value, 2018

Leading Brand 1 55.7%


Leading Brand 2 20.0%
MamyPoko 4.3%

Source: Euromonitor International Passport—Tissue and Hygiene, 2019 Edition

Key Market Drivers


Secular Macroeconomic and Societal Factors Driving Rise in Usage
The growth of the retail disposable hygiene products market is underpinned by a combination of secular
macroeconomic factors as described above in this section, as well as the evolution of consumption habits,
improving hygiene standards and increasing standards of living.
As usage per capita across categories is still low in Indonesia compared to other regional markets and more
developed economies, it is expected to significantly increase during the projection period and beyond.
Affordability is a key factor that drives disposable hygiene product usage. Hence, as income levels rise and
appreciation for convenience grows, usage per capita is expected to increase, contributing to significant market
growth for all four categories under review.

Growing Product Awareness, Supported by Industry Communication and New Media


Leading brands in the retail hygiene disposable product industry have actively engaged in mass media
advertisements and, increasingly, in social media marketing to raise not only brand awareness but also product
category knowledge. Industry players have carried out large-scale educational initiatives and awareness
campaigns in the country, including in rural areas. In addition, community health centers and clinics (posyandu
and puskesmas) are playing an important role in helping to develop hygiene awareness and an understanding of
the benefits of using disposable hygiene products in rural areas. Industry players have been using social media
platforms to reach and interact with customers as Indonesian consumers increasingly refer to digital and social
media sources of information.

Rising Consumer Product Awareness Met by Product Innovation from Industry Players
As affluence rises, consumers shift towards more customized and higher-value products – for instance, products
that have higher absorbency, thinner and more compact dimensions or easier-to-carry packaging or are suitable
for sensitive skin. Other value-added features include antibacterial, skin moisturizing, softer and finer materials,
fragrance, and day use or night use. Disposable hygiene product brands are investing in research and
development to meet these consumer needs.
Product innovation is expected to drive demand across all categories, particularly in urban markets where more
affluent consumers increasingly demand higher-quality products. Within the four categories under review, the
feminine care products category is expected to benefit the most from product innovation and higher-value
product usage by consumers.

Increasing Distribution Coverage with Expansion of Retail Distribution Network and Infrastructure
Manufacturers are working closely with their distributors to expand their distribution networks in both traditional
and modern retail channels and across all regions of Indonesia, including rural areas.
Local and regional modern retailers are contributing to further product distribution in smaller cities and areas that
were historically less of a focus for manufacturers compared to the largest urban centers, where large nationwide
retailers had developed significant presence already. Many convenience stores, such as Indomaret and Circle K,
continue to expand into second-tier cities and smaller urban centers.
The Sea Toll Road Program, which was launched by the Indonesian government in 2015, is expected to improve
the feasibility and expansion of distribution to the less-developed islands of Eastern Indonesia in upcoming years.

92
The Sea Toll Road Program was introduced with the aim of narrowing price disparities between the eastern and
western islands by improving maritime connectivity amongst Indonesia’s islands. Since its introduction in 2015
and the ongoing efforts to improve the infrastructure and efficiency of the program, the Sea Toll Road has
reportedly managed to cut shipping costs by 15%-30% and reduce price disparities in Eastern Indonesia.

Barriers to Entry
Dominance of Incumbent Brands with Strong Product, Brand Recognition and Consumer Loyalty
Large incumbents dominate Indonesia’s retail disposable hygiene market, with the top three brands in each
category accounting for more than 75% of market share in value terms in 2018. Japanese companies, the
Company and PT Kao Indonesia are examples of incumbents that have benefitted from their international
reputations, strong brand images and effective marketing campaigns. Indonesian consumers have long trusted
Japan as a technological hub with high product quality. The products of foreign multinationals are generally
perceived to be of higher quality and as more reliable than local offerings.
Incumbent brands have established wide product portfolios that include a spectrum of basic to premium
offerings. Retailers tend to prioritize well-known brands and proven products with consumers. Therefore, it is
difficult for new entrants to convince retailers and ultimately end-consumers to switch to new brands and
products.

Complex Distribution Networks


Incumbents have developed large and granular distributor networks to service both modern and traditional routes
to market throughout the country. These networks rely on a degree of channel relationships, operational
expertise, enterprise resource planning (ERP) systems and logistics integration that takes substantial time and
financial resources to build and optimize.

Difficulty in Establishing Local Manufacturing Footprints


This is an important barrier, considering that manufacturers with local manufacturing facilities generally benefit
from significant competitive operational advantages. Having a manufacturing facility in proximity to distributors
and end-customers typically translates into lower transportation costs and allows companies to optimize their
production and distribution strategies. This is particularly true for players with multiple factories throughout the
country as specific regional and local strategies can be implemented. Replicating such a footprint would require
significant time and investment.

93
BUSINESS
Overview
We are the leading producer of baby care products, feminine care products and healthcare adult incontinence
products in Indonesia. According to Euromonitor, we are the market leader in Indonesia across our three main
product categories, with a market share of approximately 49.8% in baby care products, 42.1% in feminine care
products and 46.3% in healthcare adult incontinence products, in each case, based on retail market value in 2018.
We are a subsidiary of UC Japan, with UC Japan owning a 74.0% equity interest and Purinusa owning a 26.0%
equity interest, prior to the Combined Offering. We are part of the Unicharm Group, a leading producer of
hygienic baby care, feminine care and healthcare adult incontinence products, as well as pet care, cosmetics and
household products.
We utilize advanced proprietary absorbent material and non-woven fabric technologies licensed from UC Japan,
which we believe, is the basis for our success in our key product categories. We manufacture hygienic disposable
products and sell them under UC Japan’s brands, including the “MamyPoko” line of baby diapers, the “Charm”
line of sanitary napkins and the “Lifree” line of healthcare adult incontinence products. We believe our products
and brands benefit from a favorable perception from consumers of safety and quality associated with our use of
Japanese technology, brand reputation and business ethos that is centered on product quality.
Our core product categories include:
• Baby care products, consisting of disposable baby diapers (available as both tape-type diapers and pants-type
diapers, in each case, in varying quality and sizes and with functions suited to different developmental stages of
babies and young children), marketed under the “MamyPoko” brand. As at June 30, 2019, we had a total of 170
SKUs for baby diaper products, which comprised 81.3%, 80.1%, 77.9% and 76.4% of our net revenue for each
of the years ended December 31, 2016, 2017, 2018 and the six months ended June 30, 2019, respectively;
• Feminine care products, consisting of sanitary napkins and panty liners, marketed under our “Charm” brand.
As at June 30, 2019, we had a total of 83 SKUs for feminine care products, which comprised 11.6%, 11.9%,
13.2% and 13.8% of our net revenue for each of the years ended December 31, 2016, 2017 and 2018 and the
six months ended June 30, 2019, respectively;
• Healthcare products for adult incontinence, consisting of disposable adult diapers (available as both tape-type
diapers and pants-type diapers), marketed under the “Lifree” brand. As at June 30, 2019, we have a total of 45
SKUs for healthcare adult incontinence products, which comprised 3.6%, 4.2%, 5.2% and 6.3% of our net
revenue for each of the years ended December 31, 2016, 2017 and 2018 and the six months ended June 30,
2019, respectively; and
• Baby wipe products, comprising soft and absorbent baby wipes, manufactured with our non-woven fiber
technology, and also marketed under the “MamyPoko” brand. As at June 30, 2019, we had a total of 27 SKUs
for baby wipes products. Our baby wipes products are manufactured by PT Unicharm Non-woven Indonesia
(“UCNWI”), which we acquired from Unicharm Kokko Nonwoven Co., Ltd, a member of the Unicharm
Group, in December 2017.
We have established an extensive nationwide distribution network, consisting of 108 independent, third party
distributors who own an aggregate of 342 distribution centers, covering all five Indonesian major islands, 98
cities and 494 regencies across Indonesia, as at June 30, 2019. Our distribution network provides us with access
to more than 380,000 direct and indirect sales outlets nationwide, as at June 30, 2019. Our distributors purchase
our products as principals and on-sell them to retail and wholesale customers through various trade channels.
Each of our distributors is generally given exclusivity over the area in which it operates and is not permitted to
distribute our competitors’ products. Our distributors provide us with access to close-to-ground knowledge of
local business conditions and practices. Our products are further sold to end-consumers through the following
sales channels:
• General trade channel which comprises general or traditional provision stores, semi-permanent stores and
kiosks that are often located in the rural areas of Indonesia. Sales from the general trade channel accounted for
37.9%, 42.5%, 56.3% and 56.6% of our domestic sales for each of the years ended December 31, 2016, 2017
and 2018 and the six months ended June 30, 2019, respectively;
• Modern trade channel which consists of large retail chain operators such as supermarkets, hypermarts,
convenience stores and minimarts across Indonesia. Sales from the modern trade channel accounted for 60.8%,
55.5%, 41.2% and 40.5% of our domestic sales for each of the years ended December 31, 2016, 2017 and 2018
and the six months ended June 30, 2019, respectively; and

94
• Other trade channels which comprise (i) sales made through our distributors on e-commerce platforms such as
Lazada, Shopee and Sociolla, (ii) certain export sales of our products to other members of the Unicharm Group
in Australia, Thailand, Malaysia, China, India and Vietnam, (iii) on-premises sales such as at hospitals, clinics
and pharmacies through our distributors and (iv) limited direct sales to operators of nation-wide Indonesian
minimarket chains. Sales from these other trade channels excluding export sales accounted for 1.2%, 1.9%,
2.5% and 2.9% of our domestic sales for each of the years ended December 31, 2016, 2017 and 2018 and the
six months ended June 30, 2019, respectively.
We have four production facilities located across the Java island (two in Karawang, West Java and two in
Mojokerto, East Java). The aggregate installed production capacity of our production facilities across all products
(excluding baby wipes and non-woven fabrics) was approximately 4,406 million product pieces (on an actual
basis) as at June 30, 2019. We store our raw materials and finished products at separate warehouses. We own
four warehouses, two of which are in Karawang and the other two in Mojokerto. We also utilize three
warehouses owned by external third parties in Karawang, Cikarang and Surabaya.
The map below sets out our nationwide distribution network and production facilities in Indonesia as at June 30,
2019.

For the years ended December 31, 2016, 2017 and 2018, and the six months ended June 30, 2019, our net
revenue was Rp.6,812,884 million, Rp.7,278,121 million and Rp.8,350,583 million (U.S.$590.5 million) and
Rp.4,209,402 million (U.S.$297.7 million), respectively. For the year ended December 31, 2016, we recorded a
loss of Rp.284,898 million for our total comprehensive income and for the years ended December 31, 2017 and
2018, and the six months ended June 30, 2019, our total comprehensive income was Rp.100,058 million,
Rp.199,508 million (U.S.$14.1 million) and Rp.147,468 million (U.S.$10.4 million), respectively.

History
We were established as a limited liability company in Indonesia on June 5, 1997, pursuant to a joint venture
agreement between UC Japan (with a 74.0% equity interest prior to the Combined Offering) and PT Purinusa
Ekapersada, an affiliate of the Sinar Mas Group (with a 26.0% equity interest prior to the Combined Offering).
We started the production of our feminine care products in 1998 and our baby care products in 2000. In 2008 we
launched our healthcare adult incontinence products, which at the time, we purchased from other members of the
Unicharm Group for resale. We completed our acquisition of UCNWI in December 2017 to expand our business
in the baby wipes segment.
Our key historical milestones are set forth below.
• June 1997: We are established in Indonesia and commenced operations at our first factory in Indonesia located
in Karawang.
• March 1998: We started the production of “Charm” feminine napkin products.
• December 2000: We started the production of “MamyPoko” baby diapers.
• October 2008: We started selling “Lifree” adult diaper products, which, at the time, we purchased from other
members of the Unicharm Group.

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• December 2009: We started selling “MamyPoko” baby wipes, which, at the time, we purchased from other
members of the Unicharm Group.
• June 2010: We commenced operations at our second factory in Indonesia located in Karawang.
• September 2013: We commenced operations at our third factory in Indonesia located in Mojokerto.
• April 2015: We commenced operations at our fourth factory in Indonesia, which is situated in Mojokerto.
• August 2015: We started the local production of “Lifree” adult diaper products.
• December 2017: We completed the acquisition of 99.0% ownership in UCNWI from Unicharm Kokko
Nonwoven Co., Ltd, a member of the Unicharm Group. The remaining 1.0% is held by Unicharm Products
Co., Ltd, an entity that is wholly-owned by UC Japan.

Strengths
Market leader in multiple segments of Indonesia’s hygienic disposable products sector, well-positioned to
benefit from favorable demographics, macro and consumer growth trends
We are the market leader in Indonesia across our three main product categories. According to Euromonitor, our
brands are market leaders in each of the baby care, feminine care and healthcare adult incontinence product
segments, with market shares of approximately 49.8%, 42.1% and 46.3% in each category, respectively, in each
case, based on retail market value in 2018.
According to Euromonitor, the baby care product market, the feminine care product market and the healthcare
product market are expected to grow at a CAGR of 10.8%, 9.4% and 15.7% between 2018 to 2023. According to
Euromonitor, our market growth is underpinned by a combination of supportive macro-economic factors,
including GDP growth, population growth, urbanization and rising disposable income and the evolution of
consumption patterns, with rising appreciation for the convenience and hygiene benefits of disposable personal
hygiene products. Urbanization and the change in lifestyles that are typically driven by an increasingly urban
society are key drivers to the growth of our baby care and feminine care products, in particular.
Indonesia has the fourth largest population in the world with a population of approximately 265.0 million in
2018. According to Euromonitor, our baby care products cater to 24.2 million babies and young children aged
0-4 years and our feminine care products cater to 85.5 million females aged 12-54 years in 2018. The population
aged 65 years and older is expected to reach 24.4 million by 2030, according to Euromonitor, providing a
significant growth catalyst for our healthcare adult incontinence line of products. We see significant growth
potential from increasing usage by Indonesian consumers for our disposable products to replace traditional
solutions such as cloth diapers. For example, the average diaper or nappy consumption per child (aged 0-4 years)
in 2018 was less than one piece per day in Indonesia according to Euromonitor.
As the market leader in our industry, we are ideally positioned to benefit from the rising affluence of Indonesian
consumers, evolving lifestyles and appreciation for convenience from single-use hygiene products, all of which
are driving the increase in usage of our disposable hygiene products.

High-quality “Japanese technology stamped” personal care products, from basic to premium, offering
Indonesian consumers comfort and convenience in all stages of life, from babies to the elderly
Our products and brands benefit from a positive perception of safety and quality from consumers associated with
our use of Japanese technology, brand reputation and business ethos that is centered on product quality. As
consumer affluence rises, we have observed an increasing demand for premium products particularly in the
largest urban areas in Indonesia. We believe our brands are well positioned to benefit from this trend as we
benefit from the use of high quality Japanese technology and know-how perception, which differentiates us from
some of our competitors. As such, we have re-designed the packaging for certain of our products to highlight the
superior “Japanese” quality of our products.
We also offer Indonesian consumers a wide variety of products, spanning a broad range of product types and
pricing levels to satisfy the purchasing power and needs of our customers at various stages of life. Our full range
of products allows us to reach customers of all segments in our markets, ranging from economy, middle to
premium price segments and from various stages of life, from infancy to advanced age. With such a broad range
of options available, consumers have the flexibility to choose among our various product offerings in the same
brands or categories according to their needs, preferences and budget. We believe our products are priced
competitively in each of the segments that we operate, from economy, middle range to premium.
For our baby care products, which are manufactured under the “MamyPoko” brand, we provide a range of basic
to premium quality baby diapers for use by premature or newborn babies to older infants (typically up to 3 years

96
old), aimed at differing price segments. We classify our diapers from economy to premium based on factors such
as absorption, leakage avoidance, rewet capacity, softness and fit. Our economy diapers meet the basic
absorption and fit requirements but have no extra features, whereas our middle and premium diaper products
offer better stretch, softness and absorption. For example, our “Mamypoko Open”, “Mamypoko Pants Premium”
and “MamyPoko Pants Airfit” products are aimed at the premium price segment, our “Mamypoko Pants Extra
Dry” products are aimed at the middle price segment, while our “Mamypoko Open Standar” and “Mamypoko
Pants Standar” products are aimed at the economy price segment.
Our feminine care products, manufactured under the “Charm” brand are also available in various product ranges
to target consumers in different price segments. We offer a variety of napkins for varied use, with different
thickness levels, material, softness and length, as well as with fragrance. For example, our “Charm Night”,
“Charm Slim” and “Charm Fragrance” products are aimed at the premium price segment while our “Charm
Maxi” products are aimed at the economy price segment.
Our healthcare products, consisting of adult incontinence products manufactured under the “Lifree” brand offers
a variety of products ranging from pants-type diapers to tape-type diapers, enabling consumers to select and
combine the products that are most suitable for their needs. See “Business—Operations.”

Extensive nationwide third-party distribution network supplying traditional and modern retailers, backed by
efficient inventory systems
We have established an extensive nationwide distribution network, consisting of 108 independent, third party
distributors who own an aggregate of 342 distribution centers, covering all five Indonesian major islands, 98
cities and 494 regencies across Indonesia, as at June 30, 2019. Our distribution network provides us with access
to more than 380,000 direct and indirect sales outlets across both general and modern trade channels nationwide
as at June 30, 2019.
Retail sales conducted over the internet have grown rapidly in recent years. Our sales conducted over the internet
represented 1.7% and 2.0% of our domestic sales in 2018 and for the six months ended June 30, 2019. We have
developed partnerships with leading online retailers such as Lazada, Shopee and Sociolla.
In addition, our distributors provide us with insight on market developments, trends and their respective local
markets. We believe our ability to build and maintain such an extensive distribution network constitutes a
significant entry barrier for potential new entrants to our markets.
Our sales team communicates regularly with our distributors to collect feedback and exchange ideas regarding
market trends as well as to introduce our new product launches. This close collaboration enables us to tailor both
our approach and response to market trends and our distributors’ needs, as well as assisting our distributors in
increasing the sales of our products. See “Business—Distribution, Marketing and Sales—Distributors.”
We use modern technology to drive efficiencies in our inventory control throughout our distribution network by
utilizing our GSS system, a proprietary system which we license from UC Japan for our IT platform. The GSS
system provides full financial reporting and integration capabilities across all of our operations and is also
integrated with the IT platform used by our third party logistics providers and distributors, which allows us to
access information regarding inventory levels, both at our warehouses as well as at our distributors’ and retailers’
facilities. This information management system allows us to improve operational efficiencies by maintaining
close control over inventory levels and to ensure our distributors and retailers always have adequate supply of
our products available for sale. See “Business—Information Technology and Data.”

Significant operational and competitive benefits from our relationship with the Unicharm Group
As part of the Unicharm Group, we derive substantial competitive benefits from the Unicharm Group’s scale,
resources and know-how. We have access to UC Japan’s extensive product development and manufacturing
technologies. We are licensed by the Unicharm Group to market our products under UC Japan’s widely-
recognized brands, such as the “MamyPoko”, “Charm” and “Lifree” brands. In addition, we have access to and
benefit from UC Japan’s “marketing know-how” and marketing best practices. This includes, among others, UC
Japan’s marketing handbook and brand book, certain of UC Japan’s global marketing material and UC Japan’s
website design.
As innovation is one of the Unicharm Group’s fundamental values, our innovation initiatives for both products
and production processes enjoy significant support from UC Japan. By leveraging on over 60 years of experience
of UC Japan in the hygiene product segment, our relationship with UC Japan provides us with access to
information on global innovations, state-of-the-art production technology, production and other process
efficiencies, as well as operational and commercial best practices.

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Through our license agreement, we have access to proprietary knowledge under UC Japan’s “manufacturing
know-how” for the manufacture of our products. This includes, among others, access to certain of UC Japan’s
patents, product designs and specifications, factory layouts, standard operating procedures (which also cover
quality and quality control standards) as well as Unicharm Total Management Strategic System guidelines. These
in turn provide us with the capability to improve the quality and functionality of our products for consumers at
various price points. Such proprietary production technology and knowledge allow us to manage high levels of
product complexity and enable us to offer hundreds of SKUs across our main product categories and develop
products of different sizes, thickness, concepts and absorbency levels. UC Japan is also available to support us
with any necessary assistance and training in the use of such manufacturing and marketing know-how. See
“Business—Intellectual Property.”
We possess modern, predominantly Japan-made production machinery, which were purchased from UC Japan
based on procurement plans implemented by UC Japan. Our product development, research and innovation team
also works closely with UC Japan in coordinating our product development strategy and to ensure rapid
development and launch of innovations and product upgrades.
Our relationship with UC Japan also allows us to benefit from UC Japan’s bargaining position in purchasing
certain key materials at competitive prices. UC Japan assists us in price negotiations with our suppliers with the
aim of enjoying greater economies of scale through broader group bulk purchasing.

Synergistic platform leveraging our sophisticated production and marketing know-how with our knowledge of
Indonesian consumers, and driving our ability to respond to the unique characteristics of the Indonesian
market
While we benefit from UC Japan’s manufacturing and marketing knowledge, our operations are deeply grounded
in the Indonesian market where we operate. We integrate local market insights to our strategic and business
decisions, including our observation and assessment of market conditions and the trends that we observe from
our competitors. Our business operations and product innovation efforts are based on the local insight that we
obtain from our own observations of the market and from the feedback we receive from our distributors.
We rely on consumer studies, questionnaires, market research, group interviews and retail consumer feedback to
help accelerate the rate at which our products are used by customers. We conduct detailed research into local
lifestyles in Indonesia by having some of our employees interact with our customers and observe their
interactions with their babies to help us better understand our consumer preferences and product expectations.
Our distributors provide us with access to close-to-ground knowledge of their respective customers, local
business conditions and practices. This insight helps us to adapt our products to the needs and preferences of
Indonesian consumers to sustain and strengthen our market leadership through innovation and by offering new
products not yet proposed by our competitors to the market. For example, based on customer studies, we
improved our baby diaper products by incorporating softer waistbands which make our diapers more comfortable
to wear. In 2008, we were also the first in the market to introduce individual diaper packages. Through our
analysis of consumer feedback from approximately 200 families that were surveyed, we were able to offer a
product of superior value as individually packed diapers combine the enhanced hygiene proposition offered by a
sealed single diaper and the convenience preferred by consumers who favor single diaper purchases.
We have accelerated supply from the core Jakarta area to the regional cities as well as to the eastern parts of
Indonesia and the other islands by commencing operations in a third factory and fourth factory in Indonesia in
Mojokerto in 2013 and 2015, creating a distribution system that can rapidly deliver products to East Java and
Sulawesi. This demonstrates our ability to monitor our market environment and integrate such insight into our
operations.
A large proportion of our consumer base is of the Muslim faith and typically seek Halal certified products. The
Government has instituted a certification process whereby vendors that prepare, process and sell their products
according to certain standards, including standards of hygiene during the manufacture of such products, are
permitted to label and market their products as Halal. We have held Halal certification since December 2016 for
our baby diaper products under our “MamyPoko” brand, our feminine care products under our “Charm” brand,
adult incontinence products under our “Lifree” brand and baby wipes under our “MamyPoko” brand from the
Assessment Institute for Foods, Drugs, and Cosmetics of the MUI which is required for the use of our products
by Muslims in accordance with Islamic practices.

Experienced and entrepreneurial management team with a track record of growth and profitability
We believe we have a strong and capable management team with extensive experience in the personal hygiene
products industry. Most of the members of our Board of Directors have each been in service with the Unicharm

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Group and our company for almost 25 years. Mr. Yuji Ishii, the current President Director, has been with the
Company for over eight years and with the Unicharm Group for 24 years.
Our experienced and entrepreneurial management team has, over the years, demonstrated the ability to
successfully grow our business, develop brand recognition across multiple consumer segments, grow and sustain
a culture of innovation and excellence across our entire organization and drive profitable growth. Led by this
team, who has been with the Company since its establishment, we have achieved a track record of stable and
profitable growth, by scaling up the business and driving profitability through economies of scale and operational
efficiencies. Our net revenue grew at a CAGR of 7.0% from Rp.6,812,884 million in 2016 to
Rp.8,350,583 million in 2018. We believe that the market experience and knowledge of our team and the
business relationships they have developed with key distributors, suppliers and customers will continue to benefit
our future growth and development.

Strategies
We follow the management philosophy established by the Unicharm Group that aims to create a better quality of
life by offering the finest products and services to our customers. We endeavor to be a leader in every market in
which we compete. Members of the Unicharm Group operate under the corporate philosophy that we refer to as
“NOLA&DOLA” (“Necessity of Life with Activities & Dreams of Life with Activities”), aiming to make full
use of the Unicharm Group’s processing and forming technologies of non-woven fabrics and absorbent materials
which the Unicharm Group has long developed since before our establishment in 1997.
In this regard, we are currently pursuing the following strategies:

Grow our sales and our market leading positions across all our segments
The baby care, feminine care and healthcare adult incontinence sectors in Indonesia offer significant growth
potential and as the market leader in all these categories, we believe we are ideally positioned to benefit from
rising product usage. As such, our broad ambition is to focus our manufacturing, operational and marketing
efforts on successfully addressing the growing demand for our products and further strengthen our market
leadership positions.
For baby care, the average diaper or nappy consumption per child (aged 0-4 years) in 2018 was less than one
piece per day in Indonesia compared to 4.8 pieces in Japan according to Euromonitor. We are particularly
focused on increasing sales in this market segment through our “MamyPoko” brand as market usage rises, in
particular, we intend to grow the sales of our pants-type diapers. We are also particularly focused on increasing
the sales of our baby care products through online channels that are experiencing high growth in sales.
Euromonitor expects the baby care segment to grow at a CAGR of 10.8% between 2018 and 2023.
In the feminine care segment, we have observed rising consumer demand in the premium segment for higher
quality and multi-feature products. We aim to focus on product differentiation, by providing consumers with a
variety of product choices. Our feminine care portfolio with 83 SKUs as at June 30, 2019 encompasses a range of
different features such as several thickness and fragrance options as well as night or day specific usage products.
We therefore believe our portfolio ideally positions us to address the market’s growing demand for diverse and
premium product features, particularly through the modern trade channels.
Our healthcare adult incontinence products have significant growth potential as the use of adult incontinence
products by consumers is increasing. Euromonitor estimates that the healthcare adult incontinence market
segment will be the fastest growing of all of our addressable segments with an estimated market growth CAGR
of 15.7% between 2018 to 2023. We plan to conduct specific advertisements and events aimed at illustrating how
our customers’ lives, particularly the elderly, can be enhanced by our healthcare adult incontinence products.

Focused marketing to further increase consumer awareness for our products and drive growth in our most
profitable categories
Our marketing and promotion efforts are aimed at growing recognition and consumer awareness of our brands.
We intend to achieve these objectives through an integrated advertising and promotion approach. Our advertising
focuses on advertisements on television (our principal advertising medium), in magazines, on billboards and
online ads. In-store programs consist of display management, brand ambassadors for in-store promotions,
samples, leaflets and test products. We also conduct out-of-store events to increase consumer awareness of our
products.
In urban areas, we have observed growing demand from middle to high-income consumers for higher quality
products for which we typically enjoy higher margins. We therefore aim to shift some of the consumption of our

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products from those targeted at the economy segment to those targeted at the premium price segment by actively
promoting the higher-end products in our portfolio. For example, for baby care products, we aim to shift some of
the sales from our “standard” type of diapers to our “Premium” or “Night” pants or tape type diapers and for
feminine care products, from our standard “Charm Maxi” products to our extra comfort, night, slim or fragrance
variants.
Our marketing efforts are also focused on product packaging. We continuously assess and re-evaluate the design,
look and feel of our packaging. From time to time we change our designs to emphasize certain qualities of our
products, which we believe resonates with consumers. For example, in order to better highlight the competitive
advantage of our products, in 2017, we improved the design of our packaging materials to emphasize the high
absorbency and longer lasting feature of our baby diapers, our Halal certification and our proprietary Japanese
technology by prominently displaying such qualities in our packaging. In 2018, we also improved the packaging
design for our pants-type baby diapers by emphasizing our products’ gentleness on skin, due to the
implementation of softer waistbands for diaper products.

Continue to grow our routes to market, nurture and optimize our distribution network
Our distribution relies on our network of distributors that sell and distribute our products nationwide to general
trade and modern retailers. We have established strong relationships with our distributors over the years and
strive to maintain good relationships with them. We actively communicate with our distributors and our sales
teams work with and assist the distributors to improve their sales processes and also to ensure the successful
implementation of our marketing strategies. We continue to optimize our distributor mix by regularly reviewing
the composition of our distributors and their network coverage areas to ensure we continue to grow our routes to
market and product reach to both general trade and modern retailers. We are focused on improving our
operational efficiencies further by arranging for our products to be delivered directly from our production and
storage facilities to the distribution centers of the largest modern retailers that carry our products.
We aim to further expand the distribution of our products throughout the region and in particular in secondary
cities that we believe present significant growth potential across all our product categories. In order to do so, we
plan to continue growing our distribution via the large modern minimarket chains that have wide national reach
into such secondary cities and regions, such as Alfamart and Indomaret and via local and regional supermarkets
and minimarts such as PT. Pamela Swalayan in Yogyakarta and Brastagi Supermarket in Medan that have
strengths in distribution in specific regions. At the same time, we aim to enhance our general trade channel
distribution by allocating more products to distributors who have strong networks within the general trade
channel, especially in the secondary cities.
Finally, we continue to focus on increasing our sales through online channels, in particular, for our baby care
products.

Further capitalize on our quality product ethos through innovation


We plan to continue our research and development efforts, in collaboration with UC Japan, to improve the
performance of our products and introduce new product variants that suit the needs and preferences of our
consumers according to evolving technologies, customs and consumption trends. Our product development,
research and innovation team evaluates the market via customer studies, regular discussions with our distributors
and consumers, as well as through conducting detailed research into lifestyles in Indonesia. We take into account
different regional cultures and lifestyles before developing products that are tailored to the needs of our market.
For example, in relation to our baby care products, consumers now demand greater comfort and performance in
our baby diapers. We have also noticed an increase in frequency in which parents change their babies’ diapers.
Therefore in our product development, we have focused on improving the softness and absorbency of our baby
diapers. In relation to our feminine care products, we have considered the comfort, security and performance
needs of our female consumers. In developing our sanitary napkins for night use, we have focused on improving
the shape, length and absorbency of our sanitary napkins to offer our female consumers hours of comfort and
protection through the night. As consumers’ needs change, we intend to stay ahead of the developments in
consumer preferences and to continue to introduce innovative products. We believe this has provided us with a
strong foundation in developing diverse product lines in response to consumer trends and will continue to be key
to maintaining and enhancing our long-term competitiveness. During 2016 to 2018, we launched 118, 72, and
12 new SKUs for baby care, feminine care and healthcare adult incontinence products, respectively. During the
six months ended June 30, 2019, we launched 3 and 16 new SKUs for baby care, and feminine care products. No
new SKUs were launched for healthcare adult incontinences products. See “Business—Product Development,
Research and Innovation”.

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Pursue value-accretive organic growth through strategic new machinery additions
We plan to continue investing in additional production capacity to meet the growing demand for our products, in
particular our production machinery, in order to provide improved products to our consumers. Our existing
factories have the capacity to accommodate additional production machinery. We currently plan to invest in two
new machines, in particular for our feminine care and healthcare adult incontinence products, over the next three
years. The new machinery for feminine care products is aimed to increase our production capacity to meet the
expected growing demand of our products as the feminine care market continues to grow. The new machinery for
healthcare products is designed to cater to new product specifications that we cannot achieve with our current
machines. We believe the new machinery will enhance our product offerings and competitive edge. The new
machinery will be purchased using proceeds from the Combined Offering. For more information, please see “Use
of Proceeds.

Continue to seek and implement initiatives to improve operating efficiencies and cost control
We will continue our efforts to control costs by optimizing our operational efficiencies and productivity. We
continue to seek better terms from our suppliers by leveraging on UC Japan’s bargaining position, efficient
utilization of raw materials, reducing rejection rates, continuing cost discipline, and reducing general and
administrative expenses. We are regularly re-evaluating our processing parameters with a focus on reducing
waste generated during production. We are also gradually increasing automation levels to enhance productivity
and continue to provide training for employees in order to increase their technical skills. We seek to benefit from
sharing experiences and best operational practices across the Unicharm Group globally. As a result of our focus
on cost and profitability, our gross profit margin increased from 19.8% in 2016 to 25.3% in 2018 and our selling
expenses and general and administrative expenses decreased as a percentage of net revenue from 24.0% in 2016
to 19.2% in 2018.

Operations
General
We have two reportable segments: (i) diaper products and (ii) non-diaper products.
The following table sets forth our net revenue by reportable segments for the years ended December 31, 2016,
2017 and 2018, and the six months ended June 30, 2018 and 2019:

Year ended December 31 Six months ended June 30


2016 2017 2018 2018 2018 2019 2019
(Rp. million) (Rp. million) (Rp. million) (U.S.$ million) (Rp. million) (Rp. million) (U.S.$ million)
Diaper products . . . . . . . . 6,574,078 7,005,153 8,042,302 568.7 3,789,347 4,064,039 287.4
Non-Diaper products . . . . 238,806 272,968 308,281 21.8 145,807 145,363 10.3
Total . . . . . . . . . . . . . . . . 6,812,884 7,278,121 8,350,583 590.5 3,935,154 4,209,402 297.7

The following table sets forth our total operating (loss)/profit by reportable segments for the years ended
December 31, 2016, 2017 and 2018, and the six months ended June 30, 2018 and 2019:

Year ended December 31 Six months ended June 30


2016 2017 2018 2018 2018 2019 2019
(Rp. million) (Rp. million) (Rp. million) (U.S.$ million) (Rp. million) (Rp. million) (U.S.$ million)
Diaper products . . . . . . . . (282,697) 274,660 519,736 36.8 334,897 245,499 17.4
Non-Diaper products . . . . (2,212) 31,264 (16,336) (1.2) (7,068) (10,827) (0.8)
Total . . . . . . . . . . . . . . . . (284,909) 305,924 503,400 35.6 327,829 234,672 16.6

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Diaper Products Segment
The diaper products segment is our largest product category in terms of revenue and comprises (i) baby care
products, consisting of disposable baby diaper products, marketed under our “MamyPoko” brand, (ii) feminine
care products, consisting of sanitary napkins and panty liners, marketed under our “Charm” brand and
(iii) healthcare products, consisting of adult incontinence products, marketed under our “Lifree” brand. The
following table sets forth our net revenue for our main product categories under the diaper products segment for
the years ended December 31, 2016, 2017 and 2018, and the six months ended June 30, 2018 and 2019:
Year ended December 31 Six months ended June 30
2016 2017 2018 2018 2019
(Rp. million) (Rp. million) (Rp. million) (U.S.$ million) (Rp. million) (Rp. million) (U.S.$ million)
Baby care products . . . . . 5,536,297 5,829,876 6,507,449 460.2 3,102,340 3,215,275 227.4
Feminine care
products . . . . . . . . . . . . 790,436 869,346 1,098,819 77.7 477,909 581,778 41.1
Healthcare products . . . . 247,345 305,931 436,034 30.8 209,098 266,986 18.9
Total for diaper
segment . . . . . . . . . . . 6,574,078 7,005,153 8,042,302 568.7 3,789,347 4,064,039 287.4

Baby Care Products


Baby care products consist of baby diapers which are disposable garments made of a waterproof layer, an
absorbent core and mainly non-woven and elasticized materials. Our baby diapers are manufactured using a
super-absorbent polymer material and a design which offers convenience, prevents leaks, is comfortable and
minimizes rashes. Our baby diapers are also available as both tape-type diapers and pants-type diapers, in each
case, in varying sizes and with functions suited to different developmental stages of babies and young children.
All of our baby care products are marketed under the “MamyPoko” brand, which we license from UC Japan. UC
Japan’s continuing focus on technological innovation in this field has enabled us to develop a number of popular
baby care products for the Indonesian market. In 2018 and the six months ended June 30, 2019, we produced
4,853 million and 2,335 million baby diaper pieces (on an actual basis), respectively, while our installed
production capacity for baby diaper products was 5,831 and 2,916 million pieces (on an actual basis),
respectively. According to Euromonitor, we have a market share of approximately 49.8% for baby diaper
products based on the retail market value in 2018.
We produce a range of basic to premium quality baby diapers for use by premature or newborn babies to older
infants (typically up to 3 years old), aimed at differing price segments. We classify our diapers from economy to
premium based on factors such as absorption, leakage avoidance, rewet capacity, softness and fit. Our economy
diapers meet the basic absorption and fit requirements but have no extra features, whereas our middle and
premium diaper products offer better stretch, softness and absorption.
When babies reach toddler age, they move from using tape-type baby diapers to pants-type diapers, which are
absorbent garments resembling underwear used for toilet training toddlers. Our diapers are made of a cloth-like
waterproof outer layer, an absorbent core and elasticized and non-woven materials. Our baby pants have the
absorption and features of a taped diaper, but are larger and the elastic sides allow the baby pants to be pulled up
and down independently. The target age for baby pants is 1-3 years of age.
Our baby diaper products comprised 81.3%, 80.1%, 77.9% and 76.4% of our net revenue for each of the years
ended December 31, 2016, 2017 and 2018 and the six months ended June 30, 2019, respectively.
The table below sets forth some of our available products under the baby diaper products category as at June 30,
2019.
Year of Number of
Brand Product Image Launch SKUs Target Group Pricing

MamyPoko Open 2002 31 baby aged 1-3 premium price


years segment

MamyPoko Open 2012 8 baby aged 1-3 economy price


Standar years segment

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Year of Number of
Brand Product Image Launch SKUs Target Group Pricing

MamyPoko Preemie 2015 42 baby newborn to premium price


Care 1 year segment

MamyPoko Pants 2002 10 baby aged 1-3 premium price


Premium years segment

MamyPoko Pants Airfit 2017 9 baby aged 1-3 premium price


years segment

MamyPoko Pants Extra 2014 45 baby aged 1-3 middle price


Dry years segment

MamyPoko Pants 2007 3 baby aged 1-3 economy price


Standar years segment

MamyPoko Junior Night 2013 11 baby aged 2.5-6 premium price


Pants years segment

MamyPoko Royal Soft 2018 3 baby aged 1-3 premium price


years segment

MamyPoko Pants X-Tra 2019 8 baby aged 0-3 economy price


Kering Slim years segment

Our top selling baby care products include MamyPoko Pants Standar, MamyPoko Open and MamyPoko Pants
Premium, which accounted for 51.5%, 24.5% and 16.0% of our sales in this product category, respectively, in
2018 and 79.1%, 4.4% and 10.0%, respectively, in the six months ended June 30, 2019. In 2017, we launched
MamyPoko Pants Airfit, our pants-type diaper product which is aimed at the premium price segment. In 2018,
we launched MamyPoko Royal Soft, our pants-type diaper product which is also aimed at the premium price
segment.

Feminine Care Products


Our feminine care products consist of sanitary napkins and panty liners, marketed under the “Charm” brand,
licensed from UC Japan. Since commencing manufacturing and sales of sanitary napkins in 1998, we have
steadily expanded our market presence with the introduction of a number of SKUs within this segment,
principally to cover different categories of use. In 2018 and for the six months ended June 30, 2019, we produced
2,482 million and 1,219 million sanitary napkin pieces (on an actual basis), respectively, while our installed
production capacity for sanitary napkin products was 2,857 million and 1,428 million pieces (on an actual basis),
respectively. According to Euromonitor, we have a market share of approximately 42.1% for feminine care
products based on sales retail market value in 2018.
Sanitary napkins are disposable absorbent pads made of absorbent materials and are used by women to absorb
menstrual flow. Our sanitary napkins provide a wide variety of choices to meet the diversified and sophisticated
needs of women, with napkins varying in use, thickness, material and length, as well as with fragrance. Our
products are adapted to the differing needs of women at different stages of the day and at different stages of the

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menstruation period, which includes a comprehensive selection from slim and light napkins for comfortable use
during periods when the menstruation is light, to longer napkins with side gathers for night use or when the
menstruation is heavy.
Panty liners are thin absorbent pads used to protect underwear. Panty liners are layered, containing a backsheet,
absorbent core, a light acquisition and distribution layer, and a soft topsheet. The essential requirements for panty
liners are comfort and protection. Our panty liner products are designed to meet the different preferences of
women such as preferences for slimness, softness or for deodorizing. We do not produce our panty liner
products, and instead, we import them from other members of the Unicharm Group for resale to our distributors.
Our feminine care products comprised 11.6%, 11.9%, 13.2% and 13.8% of our net revenue for each of the years
ended December 31, 2016, 2017 and 2018 and the six months ended June 30, 2019, respectively.
The table below sets forth some of our available feminine care products as at June 30, 2019.
Year of Number of
Brand Product Image Launch SKUs Target Group Pricing

Charm Maxi 2000 11 female aged 18-49 economy price


years segment

Charm Extra Comfort 2017 12 female aged 18-49 premium price


years segment

Charm Night 2003 13 female aged 18-49 premium price


years segment

Charm Slim 2007 2 female aged 18-49 premium price


years segment

Charm Extra Dry 2012 3 female aged 18-49 premium price


years segment

Charm Panty Liner Pure Style 2002 12 female aged 18-49 premium price
years segment

Charm Panty Liner Long & Wide 2009 10 female aged 18-49 premium price
years segment

Charm Cooling Fresh 2018 9 female aged 19-22 premium price


years segment

Our top selling feminine care products include Charm Maxi and Charm Night, which accounted for 53.7% and
42.2% of our sales in this product category, respectively, in 2018 and 49.0% and 48.2%, respectively, in the six
months ended June 30, 2019. We launched our new product, Charm Cooling Fresh, in 2018 which is aimed at
females aged between 19 and 22 years in the premium price segment.

Healthcare Products
Our healthcare adult incontinence products consist primarily of disposable adult diapers (available as both tape-
type diapers and pants-type diapers) marketed under the “Lifree” brand, licensed from UC Japan. Adult

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incontinence products are disposable adult diapers specifically designed to manage light, moderate and heavy
incontinence. Since launching our “Lifree” disposable adult diapers in 2008, we have provided innovative
products that cater for the needs of not only those receiving nursing care but also to the healthy aging population
under the broader concept of preserving human dignity. Our adult incontinence range offers a variety of products
ranging from pants-type diapers to tape-type diapers for people with light to heavy incontinence, enabling those
needing incontinence care to select and combine the products most suitable for their physical conditions and
daily routines. With support from UC Japan, we continue to use our expertise in the manufacturing of absorbent
non-woven fiber materials in this product category and, together with UC Japan, have developed a range of adult
incontinence products, both for the retail market and for the market targeted at hospitals and care facilities. In
2018 and for the six months ended June 30, 2019, we produced 100 million and 56 million adult diaper pieces
(on an actual basis), respectively, while our installed production capacity for adult diaper products was
123 million and 62 million pieces (on an actual basis), respectively. According to Euromonitor, we have a market
share of approximately 46.3% for healthcare products based on retail market value in 2018.
The sale of our adult incontinence products comprised 3.6%, 4.2%, 5.2% and 6.3% of our net revenue for each of
the years ended December 31, 2016, 2017 and 2018 and the six months ended June 30, 2019, respectively.
The table below sets forth some of our available adult incontinence products in the healthcare products segment
as at June 30, 2019.

Year of Number of
Brand Product Image Launch SKUs Target Group Pricing

Lifree Tape 2012 11 person aged above premium price


37 years segment

Lifree Pants 2008 33 person aged above premium price


37 years segment

Lifree Absorbent Layer 2014 1 person aged above —


37 years

Our top selling healthcare adult incontinence products include Lifree Pants and Lifree Tape which accounted for
64.9% and 34.6% of our sales in this product category, respectively, in 2018, and 92.7% and 6.9% respectively,
in the six months ended June 30, 2019.

Non-Diaper Products Segment


Our non-diaper products segment consists of soft and absorbent baby wipes which employ a non-woven fiber
technology, which is expected to lengthen the period during which families use our baby wipe products and
certain non-woven fabrics. Baby wipes are synthetic cloths used for cleaning or drying and are designed
specifically for use on babies. All of our baby wipes products are available in perfumed and non-perfumed
options as well as with and without antiseptic. The baby wipes in our premium price segment are designed to be
extra thick with increased smoothness. Our non-woven fabrics are used as raw materials in the production of our
other products.
Our non-diaper products are manufactured by UCNWI, which we acquired from Unicharm Kokko Nonwoven
Co., Ltd, a member of the Unicharm Group in December 2017. Prior to the acquisition of UCNWI, we purchased
such non-diaper products from UCNWI, which was then a separate subsidiary of UC Japan, to be further sold to
our distributors. In addition to baby wipes products, UCNWI also manufactured certain non-woven fabrics which
we use as raw materials for our products and also export to other members of the Unicharm Group.

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The table below sets forth some of our available products under the non-diaper products segment as at June 30,
2019.
Year of Number of
Brand Product Image Launch SKUs Target Group Pricing

MamyPokoWipes Premium 2009(1) 6 babies and adults premium price


segment

MamyPokoWipes Regular 2010(1) 17 babies and adults economy price


segment

(1) Prior to our acquisition of UCNWI in December 2017, we did not produce these baby wipes products, and only distributed such products
which we purchased from UCNWI.

Distribution, Marketing and Sales


Distributors
We have established an extensive nationwide distribution network, consisting of 108 independent, third party
distributors who own an aggregate of 342 distribution centers, covering all five Indonesian major islands, 98
cities and 494 regencies across Indonesia as at June 30, 2019. Our distribution network provides us with access to
more than 380,000 direct and indirect sales outlets nationwide as at June 30, 2019. All of our distributors are
independent third parties and provide us with access to close-to-ground knowledge of local business conditions
and practices. None of our directors, key management or shareholders is related to or has any interest, direct or
indirect, in any of our distributors.
Our distributors purchase our products as principals and on-sell them to retail and wholesale customers through
various channels. Our distributors pay pre-set purchase prices for our products and sell them to other retailers and
wholesalers at pre-set selling prices. We determine such purchase prices and selling prices at our discretion by
taking into account, among other factors, market conditions and the distributors’ geographies. From time to time,
we may also provide price and volume discounts to our distributors at our discretion.
This distribution model enables us to increase the exposure of our brands across more consumers and to gain a
broader geographic footprint. This model also allows us to benefit from increased revenue without having to
incur investment costs and inventory risks associated with establishing direct presence in those areas. We
recognize our revenue from the sale of our products to our distributors upon delivery of the goods to them.
We select distributors on the basis of their sales network coverage area, infrastructure, track record performance,
financial resources and references from other consumer goods manufacturers. Our distribution agreements with
distributors, also known as Perjanjian Distribusi, are typically for a term of one year, subject to renewals each
year for a term of another year (unless one party objects to such renewal) and govern exclusivity, sales territory,
discounts, inventory stock level, logistics, and return policies.
Each of our distributors is generally given exclusivity over the area in which it operates and is not permitted to
distribute our competitors’ products. We believe this leads to increased loyalty and provides greater incentives to
our distributors to expand our market share within their respective exclusive territory. We set certain sales
performance targets for our distributors based on their exclusive regions, distribution capacities and market
conditions. We have the unilateral right to terminate the distribution agreements at any time upon the occurrence
of certain events, such as, among others, when a distributor has breached any provisions of the distribution
agreement, when it becomes insolvent or is subject to bankruptcy proceedings or liquidation or when it is no
longer qualified to hold its distribution license. It is not our policy to accept the return of products that we have
sold unless there are product quality issues caused by defects in our production process, in which case we will
replace the products or provide full reimbursement. We typically provide credit terms of between 45 days and 60
days to our distributors. See “Risk Factors—Risks relating to our Business and Industry—We face credit risks
due to our trade receivables in the ordinary course of business” for more information.
We regularly review and optimize our distributor mix to achieve optimal sales revenue and strive to maintain a
good relationship with each of our distributors. Depending on each distributor’s geographies and scale, we assign
our sales team members to work with our distributors to assist them in improving their sales of our products. Our
sales team regularly conducts business meetings with our distributors, including at our annual national
distributors meeting, whereby we collect feedback and exchange ideas regarding market trends and consumers’
response to our products. We also communicate our latest marketing strategies, including new product launches,
with our local distributors to maintain a consistent business operation and brand image across our sales and
distribution network.

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Our largest distributor at the time, PT Unirama Duta Niaga, sent a termination letter on July 22, 2019 which was
effective from August 31, 2019, to terminate its distribution agreement with us, effectively ceasing our
distributor arrangement with it. For the year ended December 31, 2018, and the six months ended June 30, 2019,
our former distributor, PT Unirama Duta Niaga, contributed 21.9% and 20.7%, respectively, to our gross
revenue. Such sales were primarily in the modern trade channel. Aside from this, no other distributors
contributed more than 10.0% to our gross revenue in 2018 and for the six months ended June 30, 2019. We have
appointed new distributors to take up the proportion of our products formerly distributed by PT Unirama Duta
Niaga and expect that such distributors will be able to completely absorb the distribution share of PT Unirama
Duta Niaga by the end of 2019. See “Risk Factors—We may be unable to effectively manage our distribution
network,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Recent Developments.”

Distributorship Agreements
Set out below are brief summaries of our distributorship agreements with some of our key third parties
distributors.

PT Indomarco Adi Prima


On January 1, 2017, we entered into a distributorship agreement with PT Indomarco Adi Prima (“Indomarco”)
to appoint Indomarco as our distributor for our sanitary napkin, baby diaper, wet tissue and adult diaper products
for the distribution areas of Bekasi, Rengas Dengklok, Cikampek, Jakarta Selatan, Bekasi, Serang, Sukabumi,
Nanjung, Tasikmalaya, Tarogong, Tegal, Cilacap, Yogyakarta, Jawa Tengah, Kuala, Aceh and Medan. Although
this agreement was only valid until December 31, 2017 Indomarco and we subsequently agreed that unless such
agreement is terminated in writing, such agreement shall remain valid. However, we did not amend the existing
agreement to reflect these new terms.

PT Mega Maju Mandiri


On February 1, 2019, we entered into a distributorship agreement with PT Mega Maju Mandiri to appoint it as
our distributor for our sanitary napkin, baby diaper, wet tissue and adult diaper products for the distribution areas
of Greater Jakarta and West Java Province. This agreement is valid until December 31, 2019 and can be renewed
based on mutual agreement. We will evaluate such distributor’s performance prior to the expiration of this
agreement, and subject to our evaluation, we may offer to renew this agreement prior to its expiration.

PT Usaha Jaya Makmur Sentosa


On January 1, 2019, we entered into a distributorship agreement with PT Usaha Jaya Makmur Sentosa to appoint
it as our distributor for our sanitary napkin, baby diaper, wet tissue and adult diaper products for the distribution
area of Central Java Province. This agreement is valid until December 31, 2019 and can be renewed based on
mutual agreement. We will evaluate such distributor’s performance prior to the expiration of this agreement, and
subject to our evaluation, we may offer to renew this agreement prior to its expiration.

PT Sumber Rezeki Bersama


On January 1, 2019, we entered into a distributorship agreement with PT Sumber Rezeki Bersama to appoint it as
our distributor for our sanitary napkin, baby diaper, wet tissue and adult diaper products for the distribution area
of North Sumatera Province. This agreement is valid until December 31, 2019 and can be renewed based on
mutual agreement. We will evaluate such distributor’s performance prior to the expiration of this agreement, and
subject to our evaluation, we may offer to renew this agreement prior to its expiration.

PT Intibharumas
On January 1, 2019, we entered into a distributorship agreement with PT Intibharumas to appoint it as our
distributor for our sanitary napkin, baby diaper, wet tissue and adult diaper products for the distribution areas of
Bandar Lampung City, Metro City, Lampung Selatan Regency, and Lampung Timur Regency. This agreement is
valid until December 31, 2019 and can be renewed based on mutual agreement. We will evaluate such
distributor’s performance prior to the expiration of this agreement, and subject to our evaluation, we may offer to
renew this agreement prior to its expiration.

PT Rusindo Eka Raya


On January 1, 2019, we entered into a distributorship agreement with PT Rusindo Eka Raya to appoint it as our
distributor for our sanitary napkin, baby diaper, wet tissue and adult diaper products for the distribution area of

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Banten Province. This agreement is valid until December 31, 2019 and can be renewed based on mutual
agreement. We will evaluate such distributor’s performance prior to the expiration of this agreement, and subject
to our evaluation, we may offer to renew this agreement prior to its expiration.

PT Primarintis Sejahtera
On January 1, 2019, we entered into a distributorship agreement with PT Primarintis Sejahtera to appoint it as
our distributor for our sanitary napkin, baby diaper, wet tissue and adult diaper products for the distribution areas
of Kepulauan Riau Province and Riau Province. This agreement is valid until December 31, 2019 and can be
renewed based on mutual agreement. We will evaluate such distributor’s performance prior to the expiration of
this agreement, and subject to our evaluation, we may offer to renew this agreement prior to its expiration.

CV Alam Indo
On August 1, 2019, we entered into a distributorship agreement with CV Alam Indo to appoint it as our
distributor for our sanitary napkin, baby diaper, wet tissue and adult diaper products for the distribution area of
Lumajang Regency. This agreement is valid until December 31, 2019 and can be renewed based on mutual
agreement. We will evaluate such distributor’s performance prior to the expiration of this agreement, and subject
to our evaluation, we may offer to renew this agreement prior to its expiration.

CV Berkat Kenari
On August 1, 2019, we entered into a distributorship agreement with CV Berkat Kenari to appoint it as our
distributor for our sanitary napkin, baby diaper, wet tissue and adult diaper products for the distribution areas of
Kotawaringin Timur Regency and Seruyan Regency. This agreement is valid until December 31, 2019 and can be
renewed based on mutual agreement. We will evaluate such distributor’s performance prior to the expiration of
this agreement, and subject to our evaluation, we may offer to renew this agreement prior to its expiration.

CV Putra Sumber Pangan


On August 1, 2019, we entered into a distributorship agreement with CV Putra Sumber Pangan to appoint it as
our distributor for our sanitary napkin, baby diaper, wet tissue and adult diaper products for the distribution areas
of Gunung Mas Regency, Katingan Regency and Palangka Raya City. This agreement is valid until
December 31, 2019 and can be renewed based on mutual agreement. We will evaluate such distributor’s
performance prior to the expiration of this agreement, and subject to our evaluation, we may offer to renew this
agreement prior to its expiration.

CV Rajawali Nusantara
On August 1, 2019, we entered into a distributorship agreement with CV Rajawali Nusantara to appoint it as our
distributor for our sanitary napkin, baby diaper, wet tissue and adult diaper products for the distribution areas of
Parigi Moutong Regency and Donggala Regency. This agreement is valid until December 31, 2019 and can be
renewed based on mutual agreement. We will evaluate such distributor’s performance prior to the expiration of
this agreement, and subject to our evaluation, we may offer to renew this agreement prior to its expiration.

PT Bintang Bali Indah


On August 1, 2019, we entered into a distributorship agreement with PT Bintang Bali Indah to appoint it as our
distributor for our sanitary napkin, baby diaper, wet tissue and adult diaper products for the distribution areas of
Jembrana Regency, Tabanan Regency, Badung Regency, Gianyar Regency, Klungkung Regency, Bangli
Regency, Karangasem Regency, Buleleng Regency and Denpasar City. This agreement is valid until
December 31, 2019 and can be renewed based on mutual agreement. We will evaluate such distributor’s
performance prior to the expiration of this agreement, and subject to our evaluation, we may offer to renew this
agreement prior to its expiration.

PT Bumi Pembangunan Pertiwi


On August 1, 2019, we entered into a distributorship agreement with PT Bumi Pembangunan Pertiwi to appoint it
as our distributor for our sanitary napkin, baby diaper, wet tissue and adult diaper products for the distribution
areas of Bojonegoro Regency, Tuban Regency, Lamongan Regency, Gresik Regency, Pacitan Regency,
Ponorogo Regency, Trenggalek Regency, Tulungagung Regency, Madiun Regency, Magetan Regency, Ngawi
Regency and Madiun City. This agreement is valid until December 31, 2019 and can be renewed based on
mutual agreement. We will evaluate such distributor’s performance prior to the expiration of this agreement, and
subject to our evaluation, we may offer to renew this agreement prior to its expiration.

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PT Panahmas Ekatama Distrindo
On August 1, 2019, we entered into a distributorship agreement with PT Panahmas Ekatama Distrindo to appoint
it as our distributor for our sanitary napkin, baby diaper, wet tissue and adult diaper products for the distribution
areas of Malang Regency, Malang City and Batu City. This agreement is valid until December 31, 2019 and can
be renewed based on mutual agreement. We will evaluate such distributor’s performance prior to the expiration
of this agreement, and subject to our evaluation, we may offer to renew this agreement prior to its expiration.

PT Rukun Mitra Sejati


On August 1, 2019, we entered into a distributorship agreement with PT Rukun Mitra Sejati to appoint it as our
distributor for our sanitary napkin, baby diaper, wet tissue and adult diaper products for the distribution areas of
Blitar Regency, Blitar City, Pasuruan Regency and Pasuruan City. This agreement is valid until December 31,
2019 and can be renewed based on mutual agreement. We will evaluate such distributor’s performance prior to
the expiration of this agreement, and subject to our evaluation, we may offer to renew this agreement prior to its
expiration.

Trade Channels
Our products are sold to end-consumers through various channels, including, among others, general trade,
modern trade and to a lesser extent, e-commerce platforms. We have a diversified end-user customer base, and
no single end-user customer accounted for more than 10.0% of our sales revenue for the years ended
December 31, 2016, 2017 and 2018, and the six months ended June 30, 2019.

General Trade Channel


Our general trade channel remains a strong channel and is the most important channel for us. The majority of
stores in the general trade channel are general or traditional provision stores, semi-permanent stores and kiosks,
typically catering to the lower or lower middle class population and are often located in the rural areas of
Indonesia. As at June 30, 2019, this channel included approximately 350,000 sales outlets. Sales from the general
trade channel accounted for 37.9%, 42.5%, 56.3% and 56.6% of our domestic sales for each of the years ended
December 31, 2016, 2017 and 2018 and the six months ended June 30, 2019, respectively. We believe that our
extensive distribution network through this channel is a key competitive strength for us as the difficulty in
establishing extensive direct and indirect outlets in this channel creates a strong barrier to entry for smaller
competitors and new entrants. We plan to further expand our distribution network within this channel.

Modern Trade Channel


The modern trade channel consists of large chain operators such as supermarkets, hypermarts, convenience stores
and minimarts across Indonesia, including Indomaret, Alfamart, Hypermart, Giant and Lotte. As at June 30,
2019, this channel included approximately 30,000 direct and indirect sales outlets. Sales from the modern trade
channel accounted for 60.8%, 55.5%, 41.2% and 40.5% of our domestic sales for each of the years ended
December 31, 2016, 2017 and 2018 and the six months ended June 30, 2019, respectively.

Other Trade Channels


Our products are also sold through other trade channels, which comprise:
• e-commerce sales: consisting of sales of our products through our distributors via e-commerce websites such as
Lazada, Shopee and Sociolla. Our sales team negotiates directly with such e-commerce businesses in relation
to terms of sale and makes arrangements for the delivery of our products to end customers or such e-commerce
businesses via our distributors;
• export sales: consisting of sales of certain of our products under the brand “Baby Love” to other members of
the Unicharm Group in Australia, Thailand, China, Malaysia and India and under the brand “MamyPoko” to
the member of the Unicharm Group in Vietnam, and each member will further on-sell these products in their
respective geographies;
• institutional sales: consisting of on-premises sales of our products, such as at hospitals, clinics and pharmacies;
and
• direct sales: consisting of limited direct sales of our products to operators of nation-wide Indonesian
minimarket chains.
Sales from these other trade channels excluding export sales accounted for 1.2%, 1.9%, 2.5% and 2.9% of our
domestic sales for each of the years ended December 31, 2016, 2017 and 2018 and the six months ended June 30,
2019, respectively.

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Pricing
Our products compete in various market segments. We have products tailored and priced to compete across all
price segments. We generally price our products having regard to our corporate and marketing strategies, input
costs, purchasing power, competition and logistics expenses. From time to time and subject to our assessment of
our markets, we have also increased the prices of our products. We typically strive to innovate and improve the
quality of our products to increase our competitive position.
We determine the selling prices of our products that our distributors may further on-sell to wholesalers and
retailers, and our sales team may negotiate the retail prices of our products directly with modern trade
wholesalers or retailers who sell our products to end customers, to ensure such prices align with our marketing
initiatives. From time to time, to promote the sales of certain of our brands, we may request such wholesalers or
retailers to sell our products at certain prices which may be lower than the usual retail prices, to increase sales
and gain market share for such products.

Marketing
To encourage consumers to buy our products, we need to ensure our consumers fully understand the value of our
products so that they take an initial interest in them at retail stores. We endeavor to first build a close
understanding of the culture and customs in our market and region and use that information to develop
communication strategies that resonate with Indonesian consumers. We then execute such strategies via various
marketing and promotional campaigns. We aim to build a larger base of customers who consistently choose our
products, through communicating the compelling value of our products to create a powerful brand that
consumers can recognize and prefer.
Our sales team work with our distributors directly to assist them in improving their sales of our products. In
addition, we also have a dedicated marketing team in charge of formulating and implementing our marketing
strategies, as well as managing our brand image, via strategic advertising and marketing efforts. Our advertising
programs generally emphasize the brand names of our products rather than our corporate image or identity and
are aimed at communicating our new product launches and the competitive advantage of our products. We
believe that our strong brand recognition and reputation have been instrumental to the success of our business.
We promote our brands through a variety of marketing and promotional activities. Our marketing utilizes the
following techniques: above the line – consisting of television commercials (our principal advertising medium),
magazine, billboards and online advertisements; in-store programs—consisting of display management, brand
ambassadors for in-store promotions of our products, through samples, leaflets and test products; and out-of-store
activation – consisting of brand launches and consumer engagements such as conducting events and supporting
charitable causes. In addition, we also provide samples of our products to distributors, as well as sales incentives
in connection with the sales of our products.
In order to highlight the competitive advantage of our products, in 2017, we improved the design of our
packaging materials to emphasize the high absorbency and longer lasting feature of our baby diapers, our Halal
certification and our proprietary Japanese technology by prominently displaying such qualities in our packaging.
In 2018, we also improved the packaging design for our pants-type baby diapers by emphasizing our products’
gentleness on babies’ skin, due to the implementation of softer waistbands for our diaper products. In 2019, we
launched MamyPoko Pants X-tra Kering Slim in response to customers’ feedback noting a preference for a more
slim-lined product to suit their babies’ needs.
We had 221 staff in charge of sales as at June 30, 2019. We allocate what we consider to be an appropriate
portion of our net revenue to the advertising and marketing of our products, with advertising and marketing
expenses (which form a part of our selling expenses) comprising 1.3%, 1.1%, 1.6% and 1.4% of our net revenue
for the years ended December 31, 2016, 2017 and 2018, and the six months ended June 30, 2019, respectively.

Production
Production Facilities
We manufacture substantially all of the products we sell. We have four production facilities located across the
Java island (two in Karawang and two in Mojokerto). Our production facilities are strategically located in close
proximity to our major distributors and customers, which helps limit transportation costs. The aggregate installed
production capacity of our production facilities and aggregate utilization rate across all products (excluding baby
wipes and non-woven fabrics) were approximately 4,406 million product pieces (on an actual basis) and 82% as
at June 30, 2019, respectively. In terms of our product range, as at June 30, 2019, three out of four of our
production facilities produce baby diaper products, two of our production facilities produce feminine care
products, and two of our production facilities produce healthcare products.

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We endeavor not to rely on any single factory for the production of our products, except for the production of
baby wipes, which are only manufactured at our second Mojokerto factory. As at June 30, 2019, none of our
production facilities were operating at full capacity. We believe we have well-maintained production facilities
with capacity for growth.
The table below sets forth information on our production facilities and the number of product pieces
manufactured:
Number of Product Pieces Manufactured in 2018 and
For the Six Months Ended June 30, 2019 (in millions product pieces)
Baby care Feminine care Healthcare
2018 June 30, 2019 2018 June 30, 2019 2018 June 30, 2019

Factory 1 in Karawang
Started operations in 1998 . . . . . . . . . . . . . . . . 125 76 2,167 1,018 63 36
Factory 2 in Karawang
Started operations in 2010 . . . . . . . . . . . . . . . . 2,440 1,167 315 201 37 20
Factory 1 in Mojokerto
Started operations in 2013 . . . . . . . . . . . . . . . . 2,288 1,091 — — — —
Factory 2 in Mojokerto(1)
Started operations in 2015 . . . . . . . . . . . . . . . . — — — — — —
Note:
(1) Only for the manufacturing of baby wipes products and non-woven fabrics. Production output for baby wipes from this facility were
706 million product pieces and 377 million product pieces (on an actual basis), respectively, in 2018 and in the six months ended
June 30, 2019. Production output for non-woven fabrics from this facility were 5,742 million product pieces and 2,697 million product
pieces (on an actual basis), respectively, in 2018 and in the six months ended June 30, 2019.

Decision-making and the planning on procurement of our production machinery are conducted by UC Japan. Our
machinery is predominantly Japan-made and we purchased such machinery from UC Japan, based on
procurement plans implemented by UC Japan. We also license all of our production technology and know-how
from UC Japan under a license agreement with UC Japan. See “Related Party Transactions—License Agreement
between the Company, UCNWI, UC Japan and other members of the Unicharm Group.”
All of our production facilities are regularly inspected and maintained to high standards. We conduct such
inspection and maintenance in-house and have teams of employees specifically trained for such purpose. We
believe that, together with UC Japan, our investment in improving and maintaining our production facilities has
resulted in an improvement in production efficiencies across product categories during the past few years.

Quality Control
We have implemented a comprehensive total quality management program and adhere to a strict quality control
system over our entire operations, from the sourcing of raw materials to processing/manufacturing, packaging,
inspecting of finished goods, inventory storage and distribution and sales. We strive to source high quality raw
materials. The incoming raw materials are inspected thoroughly through various processes to ensure that they
meet our quality standards. Throughout the production process and just before the finished goods are distributed,
all of our products must pass through quality control inspections. Defective products are destroyed and do not
enter our warehouses for storage.

Product Development, Research and Innovation


In cooperation with UC Japan, our ability to provide our customers with products that offer innovative features
based on comparable branded products is an important competitive advantage. We monitor trends in product
innovation very closely through continuous testing and analysis of new products marketed by our competitors
and aim to react quickly to those trends. We also continually evaluate the market to gain a better understanding
of consumer preferences, and review the packaging and presentation of our existing products for possible
improvement. We rely on consumer studies, questionnaires, market research, group interviews and retail
consumers’ feedback to help accelerate the rate at which our products and technologies are used by customers.
We conduct detailed research into local lifestyles in Indonesia by sending our employees to interact with our
customers and observe their interactions with their babies in order to help us uncover what our consumers need
from our products. We take into account different regional cultures and lifestyles before developing products that
are tailored to the needs of our market. As consumers’ needs change constantly, we work to stay ahead of the
developments in consumer needs and to introduce innovative products continuously. For example, based on the
customer insights that we obtained, we improved our baby diaper products by incorporating softer waistbands
which make our products more comfortable to wear.

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We are dependent on UC Japan for our product development, research and innovation efforts. UC Japan has over
60 years of experience in the hygiene products segment, and accordingly, contributes expertise, innovation,
product knowledge and market insight, to which we add the ability to adapt our products to the local needs and
preferences of consumers. Through UC Japan, we leverage on the technologies developed by UC Japan in the
non-woven fabric and absorbent materials market to further improve the functionalities (such as leak-proofness,
gentleness on the skin, stay-dry qualities and comfortable fit) of our products.
Our product development, research and innovation team is centrally managed by UC Japan and consists of a
team leader who is based in Japan/who is an employee of UC Japan who oversees and train a total of 9 local
professionals. The product development, research and innovation team is primarily responsible for the design,
development and validation of new products and the optimization of existing products. Such team works closely
with UC Japan in coordinating our product development strategy and to ensure rapid development and launch of
innovations and product upgrades.

Competition
We are the market leader in Indonesia across our three main product categories, with a market share of
approximately 49.8% in baby diaper products, 42.1% in feminine care products and 46.3% in healthcare adult
incontinence products, in each case, based on retail market value in 2018, according to Euromonitor. We
compete with both domestic and international manufacturers of hygienic disposable products primarily on the
basis of product quality, price, product differentiation, brand name recognition, product distribution, product
availability and level of advertising and marketing. We place emphasis on innovation and development of our
products to better suit our local customers’ needs and differentiate ourselves from our competitors. Our main
competing brands in Indonesia for baby care products include “Sweety” by PT Softex Indonesia, “Pampers” by
Procter and Gamble and “Merries” by Kao. Our main competing brands in Indonesia for feminine care products
include “Laurier” by Kao and “Softex” by PT Softex Indonesia. Our main competing brands in Indonesia for
adult incontinence products include “Confidence” by PT Softex Indonesia.

Raw Materials and Suppliers


Raw materials used accounted for 80.1%, 80.2%, 81.1% and 83.3% of our cost of revenue for the years ended
December 31, 2016, 2017 and 2018, and the six months ended June 30, 2019, respectively. Our principal raw
materials include:
• Pulp, which is used in the absorbent core of hygienic disposable products.
• Polymer materials, which consists of absorbent material that can absorb many times its own weight in aqueous
fluids.
• Non-woven fabrics, which are high-tech, engineered fabrics made from fibers used across a wide range of
applications in consumer and industrial products.
• Packaging materials, which consist of cardboard boxes, polytube, film and tissue.
We purchase our key raw materials from a select group of suppliers and endeavor to have two to three suppliers
capable of meeting our requirements for each key raw material. Certain of our raw materials, such as pulp are
largely imported from the United States, Hong Kong and Japan and polymer materials are fully imported,
directly or indirectly, from various countries. Certain other raw materials, such as non-woven fabrics, film, and
tissue are currently partially imported from Japan & Thailand. We are able to fully source some of our raw
materials such as cardboard boxes domestically and are currently in the process to fully source some of our other
raw materials such as non-woven fabrics, film and tissue domestically. Certain of the raw materials we require to
produce our products, such as polymer materials, are linked to the price of oil, and as such, our raw material costs
are also subject to oil price fluctuations.
Currently, we have four suppliers for polymer materials, and we have a long term dependency on one of them as
currently only such supplier is able to match both our required technical specifications and scale of production.
We are in the process of sourcing other suppliers for polymer materials to reduce our dependency on one such
supplier. Our top ten suppliers for the year ended December 31, 2018, accounted for 69.8% and the top ten
suppliers for the six months ended June 30, 2019 accounted for 66.9%, of our cost of revenue and 33.3% of our
purchases of raw materials are denominated in U.S. dollars.
Our wholly-owned subsidiary, UCNWI, also manufactures a part of the paper and non-woven fabrics used for the
production of our diapers, sanitary napkins and other products which we also import to other members of the
Unicharm Group.

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The table below sets forth our suppliers who each contributed more than 10.0% to our cost of revenue for the
year ended December 31, 2018, and the six months ended June 30, 2019 and the raw materials they supplied. See
“Risk Factors—Risks relating to our Business and Industry—Delays in delivery by us, or the independent third-
party logistics providers retained by us, may affect our sales.”
Percentage of Cost of Revenue
For the year ended For the six months ended
Name of Supplier December 31, 2018 June 30, 2019 Materials Supplied

PT. Itochu Indonesia . . . . . . . . . . . . . . . . . . . . 11.6% 11.5% non-woven fabrics


PT. Nippon Shokubai Indonesia . . . . . . . . . . . 10.8% 11.7% polymer materials
Our price negotiations with our suppliers are typically conducted semi-annually, by UC Japan with the aim of
enjoying greater economies of scale by bulk purchasing. Generally, factors such as pricing, efficiency, reliability,
capacity and service quality are considered before selecting a supplier. We and UC Japan also generally aim to
source products domestically whenever possible and optimize our procurement practices with the view of
securing long-term competitiveness. Some of our raw materials are also purchased from UC Japan and other
members of the Unicharm Group. See “Related-Party Transactions” for more details.
Supply contracts with such suppliers are entered into by us but are negotiated by UC Japan. The contracts we
have with our raw material suppliers vary as to product specifications, price, payment terms and quantities. Such
contracts typically have an initial term of eight months to one year and are automatically renewed each year
unless one party objects to their renewal or terminated earlier by either party. Our supplier contracts can be
terminated upon, among others, breach by and bankruptcy of either party. We typically make payments to our
suppliers on a bi-monthly basis.
Our raw material costs are also subject to price volatility attributable to a number of factors beyond our control,
including, but not limited to, the availability of supply (including supplier capacity constraints), general
economic conditions, commodity price fluctuations (particularly of crude oil and petroleum), demand by other
industries for the same raw materials, the availability of complementary and substitute materials, taxes and other
unforeseen circumstances.
We and UC Japan are focused on controlling our raw material costs by carrying out reviews and benchmarking
analyses of suppliers’ pricing semi-annually so as to achieve the best possible terms. We supervise raw material
procurement and monitor our supply chain costs, which include logistics and transport, the warehousing of raw
materials and stock and purchasing overheads.
In order to better control our exposure to price changes in raw materials and exchange rates, we have put in place
certain risk mitigation measures. For example, for certain of our contracts for raw materials, we determine for six
months in advance, the purchase price for such raw materials with the respective suppliers. Such purchase price
will be fixed for the next six month period, regardless of the changes in the prices of commodities or exchange
rates. We also enter into foreign exchange forward contract arrangements from time to time to manage our
exposure to exchange rate fluctuations. See “Risk Factors—We cannot ensure that we will continue to have
access to sufficient quantities of raw materials and our results of operations are exposed to fluctuations in raw
material prices.”

Supplier Agreements
Set out below our brief summaries of certain of our key supply agreements.

PT Nippon Shokubai Indonesia and PT ILC Logistics Indonesia


On March 1, 2014, we entered into an agreement with PT Nippon Shokubai Indonesia (“NSI”) and PT ILC
Logistics Indonesia (“ILC”) pursuant to which NSI agreed to (i) supply raw materials for our manufacturing and
(ii) appoint ILC for delivering and safekeeping such raw materials supplied by NSI to us. This agreement is valid
for an indefinite period unless terminated by either party with a three-month written notice.

PT Itochu Indonesia and ILC


On October 1, 2014, we entered into an agreement with PT Itochu Indonesia (“Itochu”) and ILC pursuant to
which Itochu agreed to (i) supply raw materials for our manufacturing and (ii) appoint ILC for delivering and
safekeeping such raw materials supplied by Itochu to us. This agreement is valid for an indefinite period unless
terminated by either party with a three-month written notice.

PT Toray Polytech Indonesia and ILC


On March 1, 2014, we entered into an agreement with PT Toray Polytech Indonesia (“TPI”) and ILC pursuant to
which TPI agreed to (i) supply raw materials for our manufacturing purpose and (ii) appoint ILC for delivering

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and safekeeping such raw materials supplied by TPI to us. This agreement is valid for an indefinite period unless
terminated by either party with a three-month written notice.

Zenno & Co., Ltd.


On August 15, 2018, UCNWI entered into an agreement with Zenno & Co., Ltd. (“Zenno”) pursuant to which
Zenno agreed to supply gas fuel to us for supporting our factory 2 operations in Mojokerto. This agreement is
valid for one year from August 15, 2018 and is automatically extended for another one year.

Inventory Management and Logistics


We monitor and control the inventory levels of raw materials and finished products to optimize our operations.
We rely on our GSS, a proprietary system which we license from UC Japan for inventory management purposes.
The GSS is utilized across all of our businesses in the Company to effectively manage our purchases, production
and stock levels, logistics and manage raw materials stock and finished products to match delivery requirements
and schedules. We also utilize GSS for our sales, finance and accounting process.
The level of raw material supplies that we typically maintain in our inventory varies depending on the sale plan,
type of raw material, source of supply, seasonality and plant location. We generally divide the inventory of raw
materials into three categories based on inventory aging, current raw materials (raw material which we have
immediate plans to use for production), slow-moving raw materials (raw material which we do not have
immediate plans to use for production) and dead stock raw materials (raw material which is spoilt and will not be
used for production). We maintain certain minimum inventory levels for other raw materials, polymer materials
and pulp. A significant amount of inventory may result in additional storage and handling fees, increase the risk
of obsolescence and put pressure on our working capital, and we therefore actively monitor and review our
inventory levels on a regular basis and seek to maintain reasonable levels of inventories throughout our
production process.
Our inventory of finished goods consists of products awaiting delivery to or collection by our distributors. We
estimate production volume for our finished products and maintain a level of inventories based on our sales
forecasts. We closely monitor and assess the sales performance of relevant products so that we can adjust our
product mix and relevant production plans. We usually maintain a safety inventory level for finished goods
sufficient to meet approximately one week’s supply requirement in Java and half months’ of supplies outside
Java.
Inventory management for both raw materials and finished products in all of our facilities are conducted by third
party logistics service providers. We outsource the management of our raw materials inventory to an
international Japan-based logistic provider (the “Raw Material Logistics Provider”) and the management of our
finished products to another international Japan-based logistic provider (“Finished Goods Logistics Provider”).
Both the Raw Material Logistics Provider’s and the Finished Goods Logistics Provider’s information
management systems are synced to interface with our GSS.
Under certain tripartite agreements between us, the Raw Material Logistics Provider and certain of our raw
material suppliers, the Raw Material Logistics Provider is responsible for the management of our raw material
inventory starting from the point of delivery by our suppliers at the Raw Material Logistics Provider’s
warehouses, to the delivery to our warehouses and to the storage process and the dispatch to our production lines.
Our arrangement with the Raw Material Logistics Provider is governed by a warehouse management service
agreement which was signed in 2014 and a storage service agreement which was signed in 2017. Pursuant to
such agreements, the Raw Material Logistics Provider is required to provide storage and handling services for
our raw materials, including providing warehousing space in Karawang, warehouse maintenance and
management services. The storage and service fees under such agreements are subject to adjustments due to
changes in, among others, inflation, tax ratios and market rental rate for warehouses. Each of these agreements
can be terminated by us upon any disagreement with any proposed adjustments suggested by the Raw Material
Logistics Provider, including adjustments in fees or upon any party’s breach, bankruptcy or insolvency.
The Finished Goods Logistics Provider is in charge of our finished products inventory management, including
providing warehouse space located in Cikarang and Surabaya and storage services to the delivery of our finished
goods to our distributors or customer. Our arrangement with the Finished Goods Logistics Provider is governed
by a master agreement which was signed in 2013 and is automatically renewed every year. The detailed scope of
work, warehouse rental and management fees for each of the storage facilities are governed by separate
agreements between us and the Finished Goods Logistics Provider, which are valid for a term of 10 years and
also subject to automatic renewal each year. The rental and management fees are subject to revisions due to
changes in, among others, economic conditions, labor costs and fuel prices. Each party can object to the

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automatic renewal of the master agreements and the separate agreements, and each of these agreements can be
terminated by either party upon the other party’s breach, bankruptcy or revocation of business licenses.
To provide maximum flexibility, we utilize a mixture of owned and leased warehouses, including warehouses we
lease from the Raw Material Logistics Provider and the Finished Goods Logistics Provider. We store our raw
materials and finished products at separate warehouses. We own four warehouses, two of which are in Karawang
and two in Mojokerto and also utilize three warehouses owned by external third parties Karawang, Cikarang and
Surabaya.
In general, for purchases above certain amounts, we arrange for our products to be delivered to our distributors or
customers directly. For purchases below such amounts, we require our distributors or customers to pick up such
merchandise at our facilities. We outsource the delivery of finished products to the Finished Goods Logistics
Provider.

Intellectual Property
We consider the intellectual property rights relating to our business to be a significant and valuable aspect of our
business, particularly the trademarks to the brands of our products, the marketing and branding know-how in
marketing our products, and the patents, production technology, trade secrets and manufacturing know-how that
we use in manufacturing our products. This includes technologies relating to the production of non-woven
absorbent fiber, to the design of baby and adult diapers and certain other products, and to the manufacturing
processes used in manufacturing such products. All such intellectual property rights, including any trademarks,
marketing and branding know-how, patents, trade secrets and production technology and know-how are owned
by UC Japan and licensed by us. We do not own any intellectual property rights.
We utilize all such intellectual property owned by UC Japan under a license agreement with UC Japan dated
January 1, 2017. Under such license agreement, we are licensed to use the trademarks for our product brands and
utilize their marketing and branding know-how to market our products and to utilize UC Japan’s licensed patents,
trade secrets and production technology and know-how to manufacture our products. These trademarks, patents,
production know-how and trade secrets allow us to tap into UC Japan’s extensive experience in marketing,
product manufacturing, design and technology in marketing and producing innovative, high quality products. We
pay royalties to UC Japan under the license agreement in the aggregate amount of 3.0% of our sales revenue
from the products we produced, marketed and sold under or pursuant to such intellectual property rights. Such
royalty is payable on a quarterly basis. The term of the license agreement is for three years from 2017 and is
renewed automatically for another period of two years. See “Related-Party Transactions” for more details on the
license agreement.
As at June 30, 2019, we are licensed by UC Japan to use intellectual property rights to numerous trademarks,
consisting of our principal brands, as set out below.
Registration Territory of Expiry
Trademarks Category of Products Number Registration Date

Uni-Charm . . . . . . . . . . . . . . . . . . . . General IDM000028054 Indonesia 2024


MamyPoko . . . . . . . . . . . . . . . . . . . . Baby diapers/ wet wipes IDM000371019 Indonesia 2021
MamyPoko ExtraSoft . . . . . . . . . . . . Baby diapers IDM000373731 Indonesia 2022
Lifree . . . . . . . . . . . . . . . . . . . . . . . . Adult diapers IDM000381599 Indonesia 2022
Moony . . . . . . . . . . . . . . . . . . . . . . . Baby diapers IDM000243714 Indonesia 2020
Moony . . . . . . . . . . . . . . . . . . . . . . . Sanitary napkin IDM000392929 Indonesia 2028
Moony . . . . . . . . . . . . . . . . . . . . . . . Baby diapers IDM000314832 Indonesia 2020
Charm . . . . . . . . . . . . . . . . . . . . . . . . Sanitary napkin IDM000090989 Indonesia 2026
Charm . . . . . . . . . . . . . . . . . . . . . . . . Sanitary napkin IDM000091580 Indonesia 2026
Charm . . . . . . . . . . . . . . . . . . . . . . . . Sanitary napkin IDM000243483 Indonesia 2020
Charm Body Fit . . . . . . . . . . . . . . . . Sanitary napkin IDM000149083 Indonesia 2027
Charm Body Fit . . . . . . . . . . . . . . . . Sanitary napkin IDM000260868 Indonesia 2028
As at June 30, 2019, we are also licensed by UC Japan to use intellectual property rights to numerous patents as
set out below.
Patent Number Category of Products Territory of Registration Expiry Date

IDP000036597 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General Indonesia 2024


IDP000038028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General Indonesia 2025
IDP000042738 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General Indonesia 2026
IDP000041120 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General Indonesia 2026
IDP000044244 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General Indonesia 2027
IDP000044615 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General Indonesia 2027

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We and UC Japan believe that our confidential information and other intellectual property are valuable assets,
and that we should safeguard these assets. It is also important to us and UC Japan that we ensure that our
products, machines and manufacturing procedures do not infringe any third party intellectual property rights. We
assess our products, machines and manufacturing procedures from legal, regulatory and intellectual property
standpoints in order to achieve this objective. We rely on contractual arrangements and legal protections to
protect our intellectual property rights through trademarks, patents and/or trade secret laws, as well as third-party
non-disclosure and assignment agreements, and through the practice of policing third-party misuse of our
intellectual property. See “Risk Factors—We or UC Japan may be unable to adequately protect our intellectual
property rights.”

Licenses and Certifications


In conducting our business activities, we are required to hold various licenses and permits, including an industrial
business license in accordance with Government Regulation No. 107 of 2015 dated December 28, 2015 on
Industrial Business Licenses. For more details on licenses, see “Regulatory Overview—Key Licenses for a
Manufacturing Company” and “Regulatory Overview—Health-related Licenses.” We currently hold such
business license, as well as distribution permits for each of our products. We also hold various environmental
licenses. See “Environmental and Health & Safety—Environmental Performance” below.
We have held Halal certification since December 2016 for our baby diaper products under our “MamyPoko”
brand, our feminine care products under our “Charm” brand and adult incontinence products under our “Lifree”
brand and baby wipes under our “MamyPoko” brand from the Assessment Institute for Foods, Drugs, and
Cosmetics of the MUI, which is required for usage of our products by Muslims in accordance with Islamic
practices. We have also held an ISO 13485:2016 Certificate on Quality Management Systems for production and
supply of sanitary napkins and baby and adult diapers from United Registrar of Systems for our factories in
Karawang and Mojokerto since November 2014 and which was upgraded in 2019, an ISO 14001:2015 on
Environmental Management Systems certification from United Registrar of Systems since April 2011 and which
was upgraded in 2017 and an ISO 9001:2015 on Quality Management Systems certification from PT Llyod’s
Register Indonesia for and on behalf of Lloyd’s Register Quality Assurance Limited for the production and
supply of sanitary napkins and baby diapers since 2003 and which was upgraded in February 2017. From October
2018, we have held a SMK3 (Occupational Health and Safety Management System) certificate issued by the
Indonesian Ministry of Labor for our second factory in Karawang.

Properties
Our principal executive offices and registered office are located at Kawasan Industri KIIC Jl. Maligi VI Lot L
4-7, Teluk Jambe, Karawang 41361, West Java, Indonesia, premises which we own. We also have a head office
located at Sinarmas MSIG Tower, 42 Floor, Jl. Jend Sudirman Kav. 21, Setiabudi, Jakarta Selatan, Indonesia,
premises which we lease.

Production Facilities
We have four production facilities. The following table sets out certain information regarding our production
facilities as at June 30, 2019.
Land
Area
Products (square Type of Expiry of Land
Location Manufactured meters) Land Rights Owner Rights/ Lease Period
Karawang (factory 1) . . . . . . . . . . Baby diaper, 4,663 HGB (land Our Company September 24, 2025
feminine care, certificate:
and adult No. 0051)
incontinence
products
Karawang (factory 1) . . . . . . . . . . Baby diaper, 60,010 HGB (land Our Company September 24, 2025
feminine care, certificate:
and adult No. 00854)
incontinence
products
Karawang (factory 1) . . . . . . . . . . Baby diaper, 51,995 HGB (land Our Company September 24, 2025
feminine care, certificate:
and adult No. 00853)
incontinence
products

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Land
Area
Products (square Type of Expiry of Land
Location Manufactured meters) Land Rights Owner Rights/ Lease Period
Karawang (factory 2) . . . . . . . . . . Baby diaper, 20,000 HGB (land Our Company September 24, 2025
feminine care, certificate:
and adult No. 39)
incontinence
products
Karawang (factory 2) . . . . . . . . . . Baby diaper, 16,550 HGB (land Our Company September 24, 2025
feminine care, certificate:
and adult No. 00694)
incontinence
products
Mojokerto (factory 1) . . . . . . . . . . Baby diaper 9,174 HGB (land Our Company April 25, 2024
products certificate:
No. 217)
Mojokerto (factory 1) . . . . . . . . . . Baby diaper 33,174 HGB (land Our Company April 25, 2024
products certificate:
No. 242)
Mojokerto (factory 2) . . . . . . . . . . Baby diaper 140,746 HGB (land Our Company June 1, 2025
products certificate:
No. 234)
Mojokerto (factory 1) . . . . . . . . . . Baby diaper 5,171 HGB (land Our Company June 5, 2025
products certificate:
No. 24)
Mojokerto (factory 1) . . . . . . . . . . Baby diaper 9,208 HGB (land Our Company September 25, 2027
products, certificate:
non-woven No. 62)
fabrics
Mojokerto (factory 1) . . . . . . . . . . Baby diaper 1,965 HGB (land Our Company August 1, 2043
products certificate:
No. 301)
Mojokerto (factory 1) . . . . . . . . . . Baby diaper 562 HGB (land Our Company August 1, 2043
products certificate:
No. 305)

Energy and Utilities


A continuous supply of electricity and other utilities is critical for our production. All of our production facilities
are powered by electricity provided by public utilities and are equipped with limited diesel power generators to
ensure adequate lighting during blackout situations. The plants normally undergo maintenance during the Idul
Fitri period and it usually takes two days to complete this maintenance, which is conducted internally by our
employees. Perusahaan Listrik Negara, as the provider of our electricity, also conducted annual maintenance
visits to our facilities, typically in October or November of each year, which normally takes approximately three
hours to complete.
Cost of electricity and other utilities represented 2.8%, 3.0%, 2.7% and 2.6% of our total cost of revenue for the
years ended December 31, 2016, 2017 and 2018, and the six months ended June 30, 2019, respectively. We have
not experienced material electricity shortages or shortages of other utilities at our production facilities.

Warehouses
We own four warehouses, two of which are in Karawang and two in Mojokerto and also utilize three warehouses
owned by external third parties in Karawang, Cikarang and Surabaya. Our warehouses account for a total of
258,993 square meters.

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The following table sets out certain information regarding our warehouse facilities as at June 30, 2019.

Land
Area
(square Type of Expiry of Land
Location Materials Stored meters) Land Rights Owner Rights/ Lease Period Encumbrances
Karawang (Warehouse 1) . . . finished 78,654 HGB (land Our Company September 24, 2025 None
products certificate:
No. 0854
and
No. 0853)
Karawang (Warehouse 2) . . . finished 3,071 HGB (land Our Company September 24, 2025 None
products certificate:
No. 00694)
Mojokerto . . . . . . . . . . . . . . . raw materials 37,592 HGB (land Our Company June 1, 2025 None
and finished certificate:
products No. 234)
Karawang (Warehouse 3) . . . raw materials 21,695 Leasehold Third Party April 1, 2021 None
Cikarang . . . . . . . . . . . . . . . . finished 39,664 Leasehold Third Party May 31, 2026 None
products
Surabaya . . . . . . . . . . . . . . . . raw materials 75,053 Leasehold Third Party January 31, 2026 None
and finished and December 31,
products 2024
Mojokerto . . . . . . . . . . . . . . . raw materials 3,264 HGB (land Our Company June 1, 2025 None
and finished certificate:
products No. 234

Information Technology and Data


We utilize our GSS for our IT platform and is used for our commercial activities, including procurement, sales
and marketing, finance, plant maintenance and reporting. The GSS platform provides full financial reporting and
integration across all of our operations. Our GSS platform is also integrated with the IT platform used by the
Raw Material Logistics Provider and the Finished Goods Logistics Provider, as well as with the IT platforms
used by our distributors, which allows us access to our raw materials’ and finished products’ inventory levels,
both at our warehouses as well as at our distributors’ and retailers’ facilities, via our GSS system. We support our
IT systems through an in-house team of IT specialists.
We have taken appropriate measures to secure our systems and data by using standard IT security capability
products. We have centralized backup data storage facility, as well as business continuity plans in place. We have
not experienced any significant IT problems in recent years due to the measures that we have put in place.

Employees and Employee Benefits


Employees
As at June 30, 2019, we had 2,144 employees 1,722 of which are permanent and 422 of which are contract
employees), across our operations. All our employees are paid in accordance with minimum wage scales as
determined by the Government. The following table sets out our employees by function as at June 30, 2019.

Function Number of Employees

Sales staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221


Marketing staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Office staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
Production staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,800
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,144

Labor Unions
As at June 30, 2019, 646 of our employees were members of Persaudaraan Pekerja Anggota Persaudaraan
Pekerja Muslim Indonesia (PPA-PPMI), Pimpinan Unit Kerja Serikat Pekerja Aneka Industri dan Federasi
Serikat Pekerja Metal Indonesia (PUK-SPAI-FSPMI), Serikat Pekerja PT Uni-Charm Indonesia, Serikat Pekerja
PT Uni-Charm Indonesia, Serikat Pekerja Anggota-Federasi Serikat Pekerja Kerakyatan (SP-SPA-FSPK) dan
Forum Komunikasi Karyawan Unicharm Indonesia. We have signed collective labor agreements with each of
these labor unions, which are valid until December 11, 2021. We believe we have cooperative relationships with

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our employees and the labor unions. We have not experienced any material labor disputes or any significant
problems with the recruitment or retention of employees, nor suffered from any material disruption of our
business operations as a result of any labor dispute, strike or employee dispute.

Employee Benefits
Our human resources unit manages our human resource management policies. Our permanent employees receive
a compensation package which includes a base salary and various additional allowances and benefits. Permanent
employees at certain levels may also receive a discretionary bonus. We also provide permanent employees with
health benefits, which include a medical allowance and periodic health examinations. Currently our first plant in
Karawang is equipped with a health clinic. All of our permanent employees are covered by the Government-
sponsored social security insurance fund (Social Security Administration Body (Badan Penyelenggara Jaminan
Sosial or BPJS, previously as Jamsostek), which involves employee and employer contributions of a percentage
of the employee’s base salary as mandated by Indonesian regulations.

Training and Development Programs


We have made efforts to enhance employees’ skills and competencies by providing training. To this end, we
engage our employees in conferences and training for them to acquire, develop and enhance relevant skills and
competencies in line with our business objectives. Training sessions cover health and safety and technical skills,
among others.
We also have career and talent development programs to groom employees who have displayed a high level of
performance and potential. We have a framework in place to identify such employee and provide them with
opportunities for increased responsibility and leadership development.

Awards
Our brands have received many awards over the years. The below sets out a selection of the awards which we
have received in the periods indicated.

2011:
• MURI (Musium Rekor Indonesia or Indonesian Record Museum) record for the most participants in baby smile
photo contest

2012:
• ICSA (Indonesia Customer Satisfaction Award) for Charm Brand
• #1 Most Recommended Brand: Charm Sanitary Napkin
• Best Performance Award from Yogya Supermarket
• Mother and Baby Reader’s Choice Award for MamyPoko Baby Diaper – 1st Favorite

2013:
• Mother and Baby Reader’s Choice Award for MamyPoko Baby Diaper – 1st Favorite

2014:
• Mother and Baby Reader’s Choice Award for MamyPoko Baby Diaper – 1st Favorite

2015:
• The Most Committed Brand for MamyPoko Diaper from Hypermart-Foodmart

2016:
• Appreciation Award to MamyPoko Diaper from Hypermart-Foodmart

2017:
• Baby and Kids Need Category winner for MamyPoko Diaper from Hypermart

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2018:
• The Best Brand for Mom and Baby category from Tokopedia
• Sosial Media Award for Charm and MamyPoko
• MURI (Musium Rekor Indonesia or Indonesian Record Museum) record for Baby Care event – biggest cloud
house replica

Environmental and Health & Safety


Environmental Performance
As a manufacturer of hygienic disposable products, we are actively engaged in efforts that reduce burdens to the
environment. Within each production process, we work to strengthen our responses to environmental issues and
to achieve both environmental conservation and economic growth, with the aim of contributing to a sustainable
society. Our business is closely linked to the environment in terms of the usage of resources and the generation of
waste material. As such, we continue to consider environmental issues from a global viewpoint, and to promote
activities for lowering the environmental burden throughout our business processes, from the development of
products to their sales.
As a matter of practice, the Unicharm Group has set, within its environmental targets, the ratio of
environmentally considerate products which reduce waste compared to previous products as a proportion to its
entire production, and promotes the development of environmentally friendly products. Within each stage of
development, the Unicharm Group checks the state of environmental consideration, and measures the
environmental burden of the product’s life cycle as a whole, and assesses whether such environmental burden has
decreased, with the aim to lower any such burden.
Implementing environmentally responsible practices also reduces our risk of exposure to liability under various
environmental protection laws and regulations which we and our operations are subject to. None of our sites have
been the subject of any significant environmental prosecutions for violating environmental regulations, licenses
or other requirements during the past five financial years. For more information on Indonesian environmental
regulations applicable to us, see “Regulatory Overview—Environmental Regulations.”
We also believe that our production facilities are compliant in all material aspects with applicable environmental
regulations. We employ personnel to monitor our compliance with established environmental standards. We also
have a compliance manager who is in charge of overall compliance. The waste generated by our plants mainly
comprises liquid waste such as waste water, solid waste and certain hazardous and toxic material. The waste has
not exceeded the contamination threshold levels stipulated by the relevant government authorities. All of our
plants comply with our waste licenses’ requirements and are inspected regularly for waste management. For the
disposal of certain waste such as hazardous and toxic waste, as well as solid waste from our production facilities,
we have entered into service agreements with third party contractors to provide waste treatment and disposal
services for all of our production facilities.
Currently, all of our production facilities are ISO 14001:2015, ISO 13485:2016 and ISO 9001:2015 certified. In
addition, our second plant in Karawang received an Occupational Health and Safety Management System
(SMK3) certification. Our headquarters are also ISO 14001 certified.
All of our production facilities have obtained the Environmental Management Plan and Environmental
Monitoring Plan (Upaya Pengelolaan Lingkungan Hidup dan Upaya Pemantauan Lingkungan Hidup or
“UKL-UPL”) recommendation documents issued by the relevant regional environmental agency and have
obtained environmental licenses.

Health and Safety


We place great importance on workplace safety in all of our operations and implement Indonesian standards for
industrial health and safety. We seek to minimize the risk of accidents, injuries and illness to our employees by
monitoring and improving our health and safety standards. We have obtained the required health and work safety
licenses for all of our plants. We have obtained utilization permits for the operation of heavy machinery. We also
carry out periodic assessments on the operation of heavy machinery in our production facilities and warehouses.
Furthermore, all employees working in our production facilities and warehouses are supplied with adequate,
job-appropriate safety equipment, including helmets, safety googles and steel-toed work shoes. We audit our
production operations regularly to monitor implementation of our safety procedures. We hold weekly “hazard
prediction training”, a form of safety training, in particular, for employees involved in production. We also offer
annual medical checkups for all of our employees.

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Insurance
We maintain insurance policies with Tokio Marine Insurance Group and Sompo Insurance Indonesia and our
coverage includes industrial all risk, covering our plants, machinery, equipment and vehicles, product liability
and business interruption. We work closely with our insurance providers to ensure that we are adequately
protected and to minimize the risk of any loss. As at June 30, 2019, our inventories (excluding goods in transit)
were insured against all risk of damage by PT Sompo Insurance Indonesia with total sum insured of
Rp.695 billion (U.S.$49.2 million). As at June 30, 2019, all fixed assets of the Group are covered by insurance
against loss of any potential risks with PT Asuransi Tokio Marine Indonesia with sum insured amounting to
Rp.5 trillion (U.S.$0.4 billion).

Legal Proceedings
From time to time, we are involved in litigation arising from the ordinary course of our business.
In 2016, one of our distributors whose distribution arrangement with us was terminated due to persistent
collection problems brought a suit against us and demanded compensation of Rp.50.0 billion for the termination
of such distribution arrangement. The case is currently pending before the Indonesian courts of appeal
(Pengadilan tinggi) of Makassar district. On February 28, 2017, we submitted a petition to the Indonesian
National Board of Arbitration (Badan Arbitrase Nasional Indonesia, “BANI”) to make a claim against another
one of our distributors for outstanding payment obligations under an agreement in the amount of Rp.39.5 billion
and to request BANI to declare conservatory attachment upon land owned by the distributor. On November 23,
2017, the arbitral tribunal determined the matter in our favor and ordered that the distributor pay us an amount of
Rp.39.5 billion. The arbitral tribunal also granted our application for seizure over such land. We have obtained an
enforcement order from a district court to enforce the arbitration judgment, but a third party who acted as a
guarantor to such distributor appealed such enforcement order with the district court. On February 26, 2019, the
district court of Makassar ruled in favor of such third party guarantor, declared the arbitral tribunal’s ruling void
and revoked and withheld our approval to affect seizure over such land. We have decided to appeal the ruling of
the Makassar district court and are currently preparing to file such appeal.
During the period between June 2016 and June 2019, the Company received tax assessment underpayment letters
from tax authorities for the years ended December 31, 2011, 2012, 2013, 2014 and 2015 in the aggregate amount
of Rp.127.4 billion (U.S.$9.0 million). Our Company paid the alleged underpayment of taxes in the amount of
Rp.115.6 billion (U.S.$8.2 million) and filed objections or appeals for tax refunds in the amount of
Rp.133.9 billion (U.S.$9.5 million). As at the date of this Offering Circular, certain of the objections that were
filed to the relevant tax authority had been rejected. We have also appealed a portion of those objections for tax
refunds which have been rejected by the relevant tax authority. As at the date of this Offering Circular, the
appeals are being reviewed by the tax court. In September 2019, the Company received tax assessment
underpayment letters for the tax authorities in respect of the year ended December 31, 2016, confirming
underpayment of corporate income tax in the amount of Rp.186.6 billion (U.S.$13.2 million) and underpayment
of value added tax and Article 23 withholding tax in the amount of Rp.99.6 billion (U.S.$7.0 million). As of the
date of this Offering Circular, the Company is in the process of filing an objection to the relevant tax authority in
relation to the underpayment of corporate income tax and value added tax in the aggregate amount of
Rp.249.2 billion. For more details, see Note 10(e) to our reviewed interim consolidated financial statements
included in this Offering Circular.
As at the date of this Offering Circular, an audit of UCNWI’s corporate income tax payment for the 2018 fiscal
year is being conducted by the relevant tax authority. As at the date of this Offering Circular, the results of the
audit is still pending. For the previous fiscal years, UCNWI had agreed with the findings from tax authorities and
did not raise any objections. For more details, see Note 10(e) to our audited consolidated financial statements
included in this Offering Circular.
Apart from the above, we are not currently involved, and have not recently been involved, in any legal or
arbitration proceedings that we believe would be likely to have a material effect on our business, financial
condition, results of operations or prospects.

Corporate Social Responsibility


We believe that corporate social responsibility is an integral part of our business. We have been involved in
various corporate social responsibility activities as part of our endeavor to fulfill our corporate social
responsibility to the community at large, including donating to, and organizing annual donations for, victims of
natural disasters such as flooding and earthquakes, and orphanages and supporting the hajj pilgrimage in certain
areas of Indonesia since 2016 and provided free products as charitable contributions.

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REGULATORY OVERVIEW
The regulatory overview provided below is limited to the core business of our Company and its subsidiaries,
which includes the business activities of manufacturing and distributing goods consisting of baby and personal
care products. Aside from the specific regulations on the core business of the Company and its subsidiaries, there
also are various laws and regulations in the industry and trade sectors applicable to the core business of our
Company and its subsidiaries.

General Overview
The production and sale of personal care products in Indonesia is primarily subject to regulations issued by the
Ministry of Industry (“MOI”), Ministry of Health (“MOH”) and Ministry of Trade (“MOT”). Further, a
company established under the investment scheme with foreign investor participation is also subject to
regulations issued by the Indonesia Investment Coordinating Board (Badan Koordinasi Penanaman Modal or
“BKPM”).

Key Licenses for a Manufacturing Company


Industrial activities in Indonesia, which include manufacturing activities, are regulated by Law No. 3 of 2014
dated January 15, 2014 on Industries (the “Industrial Law”). Pursuant to the Industrial Law, prior to
commencement of industrial activities, an industrial company must obtain an industrial business license (Izin
Usaha Industri or “IUI”) issued by MOI as further regulated by Government Regulation No. 107 of 2015 on
Industrial Business License, an implementing regulation of the Industrial Law issued by the Government on
December 23, 2015 and the Regulation of the Minister of Industry No. 15 year 2019 issued by the government on
May 6, 2019 for the implementation on the Issuance of Industrial Business Permits and Expansion Permits in the
Framework of an Integrated Business Licensing Services. IUI is the primary license that an industrial company
must hold in order to conduct its industrial business operation. The Industrial Law also stipulates that an
industrial company which runs an industry activity shall be located in industrial estates, except industrial
companies located in regencies or municipalities that do not have an industrial estate or have an industrial estate
but do not have any more space. The exception is also available for small and medium industries or specific
industries that use special raw materials and/or whose production process requires a specific location. Based on
the Industrial Law, there are three types of IUI, categorized according to the scale of the business, taking into
consideration manpower and investment value. The threshold and procedure for each industrial business license
category will be further regulated by a government regulation, which has yet to be issued.
Non-compliance with the Industrial Law may result in the imposition of various administrative sanctions on the
relevant industrial company in the form of, among other things, a warning letter, an administrative fine,
temporary business suspension, and/or suspension and revocation of the industrial company’s IUI.

Health-related Licenses
Under the regulations issued by the MOH, sanitary napkins and adult diaper products are classified as “medical
devices” (alat kesehatan) and wet wipes and baby diaper products are classified as “household medical supplies”
(perbekalan kesehatan rumah tangga). The required licenses and obligations of the business relating to the
production and distribution of such medical devices and household medical supplies are generally regulated
under Law No. 36 of 2009 on Health (the “Health Law”).
To further regulate the implementation of the Health Law, the MOH has issued the following regulations relating
to the production and distribution of medical devices and household medical supplies: (i) Regulation of the MOH
No. 1189/Menkes/Per/VIII/2010 of 2010 on Manufacturing of Medical Devices and Household Medical Supplies
(“MOH Regulation 1189/2010”) which partially revoked by MOH Regulation No. 26 of 2018 on Electronic
Integration for Business License Service issued by the government on July 12, 2018 (“MOH Regulation
26/2018” (ii) Regulation of the MOH No. 1191/Menkes/Per/VIII/2010 regarding Supply of Medical Devices
(“MOH Regulation 1191/2010” together with MOH Regulation 1189/2010 and MOH Regulation 26/2018 the
“MOH Regulations”).
We manufacture our baby diapers, open-type adult diapers and sanitary napkins and purchase certain diaper
products, sanitary napkins and wet wipes products as finished goods from third-party manufacturers. The
aforementioned MOH Regulations set forth various provisions relevant to our manufacturing and distribution
activities.

Certificate of Medical Devices Supplier


Pursuant to MOH Regulation 1191/2010, any medical device manufacturer who carries out their own distribution
activities in significant quantities (referred to as the Medical Devices Supplier (Penyalur Alat Kesehatan or

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“PAK”) in MOH Regulation 1191/2010) must secure a Certificate of Medical Devices Supplier (Izin Penyaluran
Alat Kesehatan).
The holder of Certificate of Medical Devices Supplier must submit an annual report of the results of distribution
activities to the Director General with a copy to the head of the provincial health office. A Certificate of Medical
Devices Supplier is valid insofar as its holder continues to supply medical devices in accordance with the
aforementioned Distribution Manuals. In order to ensure compliance with the Distribution Manuals, the Director
General of Pharmacy may carry out an audit over the holder once every five years.

Distribution License
There are two main licenses which must be secured to distribute and market our medical devices products (i.e.,
our sanitary napkins, baby diapers and adult diapers), namely the Distribution License (Izin Edar) and the
Medical Device and Household Medical Supplies Production Certificate (Sertifikat Produksi Alat Kesehatan dan
Perbekalan Kesehatan Rumah Tangga).
According to MOH Regulation 26/2018, a Distribution License granted by the Director General of Pharmacy or
certain officers being appointed within the authority of the MOH for medical devices and/or household medical
supplies that are to be imported, used and/or distributed in Indonesia. The Distribution License is issued to each
type of medical device, in vitro diagnostic medical device, and/or household medical supplies. Further, a
Distribution License is required to import, use and/or distribute in Indonesia any medical devices, in vitro
diagnostic medical devices and/or household medical supplies that are reconditioned/remanufactured,
reassembled or repackaged. The granting of such Distribution License aims to certify the quality, safety and
benefits of the medical devices, in vitro diagnostic medical devices, and/or household medical supplies in
question, whereby assessment carried out involves the following methods: (a) safety and benefits are evidenced
by way of performing a clinical trial of the products to determine compliance with a permitted selection of raw
materials and their permitted quantity limit, while (b) quality is evidenced by way of assessing the
implementation of good principles of manufacturing processes and the use of qualified specifications of the raw
materials.
MOH Regulation 26/2018 also provides that, with respect to imported medical devices, in vitro diagnostic
medical devices and/or household medical supplies, a Distribution License may only be granted upon (a) the
fulfillment of the aforementioned implementation of good principles of manufacturing processes, which shall be
evidenced by the possession of a (i) valid Manufacturing Certificate from the relevant authorities in the
originating countries, (ii) quality management system certificate (ISO 9001), and (b) the fulfillment of
specification requirements and quality assurance consist of specifications of raw materials and materials Safety
Data Sheet (MSDS), packaging specifications, laboratory test results (Certificate of Analysis (CoA), stability
test).
To protect the community from misleading, incomplete and/or subjective information, MOH Regulation 26/2018
mandates certain labeling requirements in the packaging of medical devices, in vitro diagnostic medical devices
and/or household medical supplies. The labeling must contain at least examples and explanations of the product,
as well as instructions, warnings, installation and maintenance instructions, and other information.
The holder of a Distribution License must submit an annual report to the Director General of Pharmacy to
monitor any side effects that may be caused by the use of its medical devices, in vitro diagnostic medical devices
and/or household medical supplies. This Distribution License is valid for a period of five years and is renewable
insofar as the products are in compliance with the prevailing requirements. In the event that there is any
indication of an adverse effect resulted from the use of the marketed medical devices and/or household medical
supplies, an investigation by the MOH, provincial or municipal government, manufacturer, importer and
distributor may be carried out against the medical devices and/or household medical supplies in question. If such
investigation is performed by manufacturing companies themselves, importer or distributor, such parties shall
submit a report on the same and the advice on the following course of action to be undertaken by the MOH.
Failure to comply with MOH Regulations may result in the administrative sanction in the form of: (a) verbal
warning, (b) written warning and/or (c) revocation of our Distribution License. Further, any marketing activities
of medical devices, in vitro diagnostic medical devices and/or household medical supplies without a Distribution
License and any non-compliance with MOH Regulations which causes serious injury, disabilities and death may
result in criminal sanctions being applied as set forth in the Health Law.

National Standards
The Indonesian National Standards, Standar Nasional Indonesia (“SNI”), are provided for by Government
Regulation No. 34 Year 2018 on National Standardization and Assessment System issued by the government on

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July 20, 2018, and are applicable within Indonesia. While adherence to some standards is voluntary, others are
mandatory, and a company that produces and/or markets goods and/or services that fail to satisfy the mandatory
standards will leave itself open to administrative and/or criminal sanctions. Administrative sanctions include the
revocation of product certificates, SNI rights, business licenses, and/or the recall of goods from the market.

Environmental Regulations
Environmental protection in Indonesia is governed by various laws, regulations, and decrees, including, among
others:
• Law No. 32 of 2009 on Environment Protection and Management (the “Environmental Law”);
• Government Regulation No. 27 of 2012 on Environmental Licenses (“GR 27/2012”);
• State Minister of Environmental Affairs Regulation No. 16 of 2012 on Procedures to Draft Environmental
Documents (“Reg 16/2012”);
• State Minister of Environmental Affairs Regulation No. 8 of 2013 on Guidelines for Assessing and Examining
Environmental Documents (“Reg 8/2013”);
• State Minister of Environment and Forestry Regulation No.26/MENLHK/SETJEN/KUM.1/7/2018 on
Guidelines for Preparation and Evaluation and Inspection of Environmental Documents in the Implementation
of Electronic Integrated Licensing Services (“MEF REG 26/2018”); and
• State Minister of Environment and Forestry Regulation No. P.38/MENLHK/SETJEN/KUM.1/7/2019 on Types
of Business and/or Activity Plans Which are Obliged to Possess Environmental Impact Analyses
(“Reg 38/2019”).
Based on the Environmental Law, any party conducting any business and/or activity that may have a substantial
impact on the environment is required to obtain an Environmental Impact Assessment (Analisa Mengenai
Dampak Lingkungan or “AMDAL”) document. Examples of “substantial and important environmental impact”
include: (i) where a change in topography occurs; (ii) where the exploitation of natural resources is involved
(whether renewable or non-renewable); (iii) where there is a potential for pollution or environmental damage, as
well the degradation of natural resources; (iv) where there is a potential impact on the natural environment,
man-made environment or socio-cultural environment; (v) where resources and/or nature conservation areas are
affected; (vi) where the introduction of a new species of flora, fauna or microorganism is involved; (vii) where
the production and use of biological and non-biological materials occurs; (viii) where the application of
technology has a potentially significant effect on the environment; and (ix) where the activities entail a high level
risk and/or affect state security. Further, the types of businesses and activities that are required to obtain an
AMDAL are stipulated under Reg. 38/2019.
An AMDAL consists of the following documents: (i) Reference Plan (Kerangka Acuan); (ii) Environmental
Impact Analysis (Analisis Dampak Lingkungan Hidup/Andal); and (iii) Environmental Management Plan
(Rencana Pengelolaan Lingkungan/RKL)—Environmental Monitoring Plan (Rencana Pemantauan Lingkungan/
RPL).
Where AMDAL is not required, a company must prepare an Environmental Management Plan and
Environmental Monitoring Plan (Upaya Pengelolaan Lingkungan Hidup dan Upaya Pemantauan Lingkungan
Hidup or “UKL-UPL”). If the business and/or activity do not require a UKL-UPL, the company is required to
provide a Statement Letter of Environmental Management and Monitoring (Surat Pernyataan Kesanggupan
Pengelolaan dan Pemantauan Lingkungan Hidup or “SPPL”).
Based on the Environmental Law, remedial and preventative measures and sanctions (such as the obligation to
rehabilitate tailings areas, the imposition of substantial criminal penalties and fines and the cancellation of
approvals) may also be imposed to remedy or prevent pollution caused by operations. The sanctions range from
one to 15 years of imprisonment applicable to the management of the relevant company and/or fines ranging
from Rp.500 million to Rp.15 billion. A fine may be imposed in lieu of performance of an obligation to
rehabilitate damaged areas. The Environmental Law also requires licensing of all waste disposal. Waste disposal
may only be conducted in specified locations determined by the State Minister of Environmental Affairs.
The Environmental Law and GR 27/2012 stipulate that all business sectors that are required to obtain an
AMDAL and UKL-UPL shall obtain an environmental license which is issued by the State Minister of
Environment Affairs, governor, or mayor/regent (in accordance with their respective areas of jurisdiction). The
issuance of an environmental license is based on an environmental feasibility decision (keputusan kelayakan
lingkungan hidup) or a UKL-UPL recommendation.

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The Environmental Law further stipulates that, as at October 3, 2011, all companies that have business licenses
but do not have an AMDAL or UKL-UPL within the last two years as of the enactment of the Environmental
Law are required to either complete the environmental audit if they need an AMDAL, or prepare an environment
management document if they need a UKL/UPL. Furthermore, under the Environmental Law, companies are
required to integrate their current environmental permits (AMDAL or UKL/UPL) into an environmental license
within one year of the enactment of the Environmental Law. Under GR 27/2012, any company and/or activity
that is required to obtain an AMDAL or UKL-UPL is also required to obtain an environmental license issued by
the State Minister of Environmental Affairs, governor, or mayor/regent, as applicable. Subject to the note on
GR 27/2012 below, the environmental document approval (e.g. AMDAL approval or UKL-UPL
recommendation) obtained by the companies prior to the issuance of this regulation (i.e., February 23, 2012) will
remain valid and be deemed equivalent to an environmental license. If the environmental license is revoked, the
business license will also be processed by the relevant government authority for suspension and/or revocation.
Therefore, the environmental license should be amended if there are any changes which could have an impact on
the environment. As a new regime of the electronic registration system for environmental license, any proposals
to amend the environmental license should be applied through the online single submission system for issuing the
amended environmental license. Companies that fail to comply are subject to criminal and administrative
sanctions, which may be in the form of: (i) a written warning; (ii) government orders; (iii) suspension of the
environmental license; or (iv) revocation of the environmental license.

Health and Safety Permit


Companies engaged in manufacturing activities are required to ensure the safety of their employees in their
workplace. Cargo lift permits, forklift permits, electrical installations, diesel motor permits and fire extinguisher
licenses are examples of technical licenses required by manufacturing companies in each plant to ensure the
safety of employees. As regulated under Law No. 1 of 1970 on Work Safety, failure to obtain such licenses and
comply with regular examination and reporting obligations may subject the Board of Directors of the company to
a maximum term of imprisonment of up to three months or fines up to the maximum amount of Rp.100 thousand.
In practice, the maximum sanction is not commonly implemented. However, officials of the Regional Manpower
Office may at any time examine the relevant business unit to check compliance and temporarily suspend
utilization of machinery which has not satisfied periodic report or examination requirements. Further, Law
No. 13 of 2003 on Employment (“Law 13/2003”) stipulates that an employer must provide protection covering
health and safety at work for its employees. Law 13/2003 also stipulates that every company must apply a
management system for health and safety at work as further regulated under Government Regulation No. 50 of
2012 on The Implementation of Management System for Health and Safety at Work. Failure to implement the
management system for health and safety at work may result in administrative sanctions as set out under Law
13/2013, in any form of warning up to revocation of license.

Investment Regulations
Direct foreign investments in the Republic of Indonesia are regulated by Law No. 25 of 2007 regarding
investment (the “Indonesian Investment Law”). Under Article 5 paragraph 2 of the Indonesian Investment Law,
any form of foreign direct investment in Indonesia must be in the form of a limited liability company. A limited
liability company established with foreign investment is a “foreign investment company” (Perusahaan
Penanaman Modal Asing or “PMA Company”). Pursuant to Article 1 item 6 of the Indonesian Investment Law,
the investment by a PMA Company into a local Indonesian subsidiary is considered a foreign investor. However,
there is no express requirement under the Indonesian Investment Law for a subsidiary of a PMA Company to
also be converted into a PMA Company (“PMA Subsidiaries Conversion”).
The express requirement on PMA Subsidiaries Conversion in the main text of the BKPM regulations was
governed by Regulation of Head of BKPM No. 5 of 2013 issued on April 12, 2013 concerning Guidelines and
Procedures for Investment Licensing and Non-Licensing (“BKPM Reg No. 5/2013”). However, such express
requirement was revoked by Regulation of Head of BKPM No. 12/2013 issued on September 18, 2013 (“BKPM
Reg No. 12/2013”). Consequently, as of September 18, 2013, there is no express provision for PMA Subsidiaries
Conversion in the main text of the BKPM regulations. Subsequently, BKPM Reg No. 5/2013 and BKPM Reg
No. 12/2013 were both superseded and revoked by Regulation of Head of BKPM No. 14/2015 concerning
Guidelines and Procedures for Investment Principle License effective October 26, 2015 (“BKPM Reg
No. 14/2015”), which was thereafter amended by Regulation of Head of BKPM No. 6 of 2016 effective June 8,
2016 (“BKPM Reg No. 6/2016”), and Head of BKPM Regulation No. 8 of 2016 effective October 26, 2016
(“BKPM Reg No. 8/2016”). In late December 2017, BKPM issued a whole new regulation regarding investment
licensing guidelines through BKPM Regulation No. 13 of 2017 effective December 11, 2017 (“BKPM Reg
No. 13/2017”) (whereas BKPM Reg No. 13/2017 was partially revoked by Head of BKPM Regulation No. 5 of

125
2018 on Details of Business and Pioneer Industry Production Applicable for Entity Income Tax Reduction
Facility and Procedure Guidelines on Providing Entity Income Tax Reduction Facility effective May 30, 2018).
In July 2018, BKPM revoked the whole of BKPM Reg No. 13/2017 with Regulation of Head of BKPM No. 6
Year 2018 regarding Investment Licensing Guidelines and Facilities (“BKPM Reg No. 6/2018”), effective on
July 20, 2018, and as last amended by BKPM Regulation No. 5 of 2019 on Amendment of BKPM Reg
No. 6/2018, effective on July 29, 2019.
BKPM Reg No. 6/2018 stipulates that companies who (i) wish to start a business or (ii) already have a principal
license, investment license, investment registration, or business license from BKPM, shall have a business
identification number/Nomor Induk Berusaha or “NIB” issued through the online single submission system. The
NIB is a 13-digit secure number that serves as the business’ identity and can be used in order to apply for
business licenses, commercial licenses and operational licenses via the online single submission system.
Through its permit facility and investment facility services, BKPM may issue relevant licenses that have been
delegated to BKPM by regional governments, including licenses relating to (i) energy and mineral resources
sectors, (ii) foreign representative office permit, (iii) limited stay visa recommendation, and (iv) tax and customs.

Importer Identification Number


Activities involving the import of goods are generally regulated under Law No. 7 of 2014 on Trade (“Trade
Law”) which requires any party who plans to import certain goods into Indonesia to obtain an importer
identification number. Regulation of the MOT No. 75 of 2018 on Importer Identification Number (“Regulation
75/2018”) require manufacturers to obtain an Importer Identification Number—Manufacturer (Angka Pengenal
Importir—Produsen or “API-P”) to import goods for its own use, either as capital goods, raw materials,
complementary materials and/or supporting materials in their manufacturing process. API-P holders are
prohibited from selling or transferring the imported goods directly to other parties. Under Regulation 75/2018,
the NIB issued through the online single submission system are also treated as API-P. However, if a company
obtains both the NIB and API-P, the provisions under API-P shall apply. Failure to comply with Regulation
75/2018 may result in an administrative sanction in the form of: (a) a suspension or (b) revocation of its API-P.
In addition to API-P, the Trade Law also requires manufacturers or importers of trade goods to register
information relating to the security, safety, and environmental risks of their goods to the MOT in order to obtain
a Registration of Goods Letter (Surat Pendaftaran Barang/SPB). Failure to comply with such requirement under
Trade Law, may result in a criminal sanction of up to one (1) year imprisonment and/or fine up to Rp.5 billion.

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MANAGEMENT
In accordance with Indonesian law, we have a Board of Directors and a Board of Commissioners. The two boards
are separate and no individual may be a member of both boards.
Pursuant to OJK Regulation No. 33/POJK.04/2014 concerning Board of Directors and Board of Commissioners
of Issuer or Public Company (“OJK Regulation No. 33/2014”), the Board of Directors and Board of
Commissioners must each be composed of at least two members, one of which must be the President Director or
President Commissioner, respectively. The directors and commissioners are elected for a term of up to five years.
If the Board of Commissioners consists of more than two members, the number of independent commissioners
should account for at least 30% of the total number of members of the Board of Commissioners. A director can
only simultaneously hold positions as (i) director at one other issuer or public company and (ii) commissioner at
three other issuers or public companies. A commissioner can only simultaneously hold positions as
(i) commissioner at two other issuers or public companies and (ii) director at two other issuers or public
companies.
Our Board of Directors is currently composed of four members, and our Board of Commissioners is currently
composed of six members, two of which are independent commissioners. Our directors and commissioners are
elected for a term of three years, without prejudice to the rights of the general meeting of shareholders to dismiss
a commissioner or director during his or her term of office or to reappoint a commissioner or director whose term
of office has expired. Our officers serve at the discretion of the Board of Directors.
Under our Articles of Association, UC Japan is entitled to nominate three members of the Board of Directors
(including the President Director) and three members of the Board of Commissioners (including the President
Commissioner), while Purinusa is entitled to nominate one member of the Board of Directors and one member of
the Board of Commissioners.
The rights and obligations of each member of the Board of Directors and Board of Commissioners are regulated
by our Articles of Association and by the decisions of general meetings of our shareholders. Under our Articles
of Association, the Board of Directors must consist of at least four and the Board of Commissioners must consist
of at least six members, two of which must be independent commissioners. The President Director is entitled and
authorized to act for and on behalf of us. In the absence of the President Director, any other member of the Board
of Directors shall be entitled and authorized to act for and on our behalf.

Board of Directors
The Board of Directors manages our day-to-day operations with supervision from the Board of Commissioners
and is appointed by our shareholders at a general meeting of our shareholders. Under our Articles of Association,
the Board of Directors is required to have at least four members, one of which will be appointed as the President
Director. The Board of Directors is responsible for the management of our business and appoints our principal
senior management. See also “Principal Shareholders.”
The table below sets forth, as at the date of this Offering Circular, the names, positions and ages of our directors.
The term of office for directors is for three years or until the closing of an annual general meeting at the end of
such service period, subject to the ability of shareholders at a general meeting to dismiss a director during his or
her term of office or to re-appoint a director whose term of office has expired. All of our directors were
appointed at an extraordinary general meeting of shareholders. The business address of all our directors is our
registered address in Jakarta.
Name Age Position Date Appointed

Mr. Yuji Ishii . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 President Director September 20, 2019


Mr. Junichiro Onishi . . . . . . . . . . . . . . . . . . . . . 52 Director September 20, 2019
Ms. Sri Haryani . . . . . . . . . . . . . . . . . . . . . . . . . 47 Director September 20, 2019
Mr. Kurniawan Yuwono . . . . . . . . . . . . . . . . . . 50 Director September 20, 2019
A brief biography of each of the directors is provided below.

Mr. Yuji Ishii


Mr. Yuji Ishii was appointed as the President Director of the Company in 2017 and was last re-appointed as
President Director on September 20, 2019. He has served as a Director of the Company since August 1, 2015.
Mr. Ishii is also General Manager of the Marketing Department. He has over 20 years of experience working in
sales and marketing within the Unicharm Group.
Mr. Ishii graduated from Hosei University, Japan, Faculty of Law, in 1995.

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Mr. Junichiro Onishi
Mr. Junichiro Onishi was appointed as Director of the Company in 2017 and was last re-appointed as Director on
September 20, 2019. Mr. Onishi has over 20 years of experience within the Unicharm Group and has worked in
the sales, products and planning divisions of Unicharm Group.
Mr. Onishi graduated from Meiji University, Japan, Faculty of Literature, in 1990.

Ms. Sri Haryani


Ms. Sri Haryani was appointed as Director on September 20, 2019. She has over 20 years of experience working
in sales at the Company.
Prior to joining the Company, Ms. Haryani held positions at PT Ristra Indolab and Nirwana Lestari PT.

Mr. Kurniawan Yuwono


Mr. Kurniawan Yuwono was appointed as Director of the Company in 2006 and was last re-appointed as
Director on September 20, 2019.
Prior to joining the Company, Mr. Yuwono was employed by Sinarmas Pulp and Paper Products and Asia Pulp
and Paper (Singapore). Mr. Yuwono was appointed as a Director of PT Lontar Papyrus Pulp & Paper Industry
and PT Indah Kiat Pulp & Paper Tbk in 2011.
Mr. Yuwono graduated from Atmajaya University, Indonesia, Faculty of Economics majoring in Management in
1993 and earned his Master of Business Administration from Cleveland State University, Ohio, USA in 1996.

Board of Commissioners
The Board of Commissioners, which has the task of supervising the Board of Directors and the management,
must have at least six members, one of whom is the President Commissioner and two of whom are Independent
Commissioners. The principal function of the Board of Commissioners is to give recommendations to, and
supervise the policies of, the Board of Directors. Members of the Board of Commissioners are appointed by our
shareholders at a general meeting of shareholders. The term of office for commissioners is for three years or until
the closing of an annual general meeting at the end of such service period, without prejudice to the ability of
shareholders at a general meeting to dismiss a commissioner during his or her term of office or to re-appoint a
commissioner whose term of office has expired.
The table below sets forth, as at the date of this Offering Circular, the names, positions and ages of our
commissioners:
Name Age Position Date Appointed

Mr. Tadashi Nakai . . . . . . . . . . . . . . . . . . . . . . . 58 President Commissioner September 20, 2019


Mr. Tetsuo Ukai . . . . . . . . . . . . . . . . . . . . . . . . . 57 Commissioner September 20, 2019
Mr. Ichiro Ozawa . . . . . . . . . . . . . . . . . . . . . . . . 57 Commissioner September 20, 2019
Mr. Hendra Jaya Kosasih . . . . . . . . . . . . . . . . . . 59 Commissioner September 20, 2019
Mr. Ubaidillah Nugraha . . . . . . . . . . . . . . . . . . . 46 Independent Commissioner September 20, 2019
Mr. Suryamin Halim . . . . . . . . . . . . . . . . . . . . . 48 Independent Commissioner September 20, 2019
A brief biography of each of the commissioners is provided below.

Mr. Tadashi Nakai


Mr. Tadashi Nakai was appointed as President Commissioner of the Company in 2013 and was last re-appointed
as President Commissioner on September 20, 2019. He has over 30 years of experience within the Unicharm
Group and has held a variety of sales, marketing and managerial positions.
Mr. Nakai graduated from Kyoto Sangyo University, Japan, Faculty of Economics, in 1984.

Mr. Tetsuo Ukai


Mr. Tetsuo Ukai was appointed as Commissioner of the Company in 2013 and was last re-appointed as
Commissioner on September 20, 2019. He has over 30 years of experience within the Unicharm Group and has
held a variety of procurement and managerial positions. Mr. Ukai has been an Executive Officer of UC Japan
since 2017.
Mr. Ukai graduated from Kansai University, Japan, Faculty of Engineering, in 1985.

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Mr. Ichiro Ozawa
Mr. Ichiro Ozawa was appointed as Commissioner of the Company in 2015 and was last re-appointed as
Commissioner on September 20, 2019. He has nearly 20 years of experience in the legal department of the
Unicharm Group. Mr. Ozawa was Department Manager for four years and thereafter managed the legal division
for 15 years.
Before joining the Group, Mr. Ozawa was employed by Mitsubishi Kakoki Kaisya, Ltd. and Murayama Inc.
Mr. Ozawa graduated from Chuo University, Japan, Faculty of Law, in 1989.

Mr. Hendra Jaya Kosasih


Mr. Hendra Jaya Kosasih was appointed as Commissioner of the Company in 2015 and was last re-appointed as
Commissioner on September 20, 2019. Mr. Kosasih has over 30 years of experience with the Company and has
held a variety of managerial positions including as Vice President Director from 1997 to 2017 and as President
Director in 2017. He has also been Vice President Director of PT Pindo Deli Pulp and Paper Mills since 1997.
Mr. Kosasih was President Director of PT Lontar Papyrus Pulp & Paper Industry from 1994 to 2001 and Vice
President Director of PT Lontar Papyrus Pulp & Paper Industry from 2001 to 2018. He was Director of PT
Pabrik Kertas Tjiwi Kimia Tbk from 2002 to 2018 and has been a Commissioner of PT Pabrik Kertas Tjiwi
Kimia Tbk since 2018.
Mr. Kosasih graduated from Trisakti University, Faculty of Economics, Indonesia.

Mr. Ubaidillah Nugraha


Mr. Ubaidillah Nugraha was appointed as Independent Commissioner of the Company on September 20, 2019
and also serves as our Head of Audit Committee since September 23, 2019.
Mr. Nugraha has more than 17 years of broad experience in strategy, leadership and financial management. He
has been employed by various companies including, HSBC, PT Bank Mandiri Tbk, PT BNI Tbk, PT Trimegah
Securities Tbk, BNP Paribas Investment, IBM and Boston Consulting Group. Mr. Nugraha was the Managing
Director of Strategy and CFO for PT Trimegah Securities Tbk. He is presently also Commissioner for Shiftinc
Asia, Independent Commissioner for HSBC Group Indonesia and a lecturer in the undergraduate and
postgraduate program of University of Bina Nusantara. Mr. Nugraha is the co-founder of Indonesia Bright
Foundation, a non-governmental organization focused on education support.
Mr. Nugraha holds qualifications from the National University of Singapore in Business Administration and
University of Indonesia in Accounting and Economics. He earned his Master in Public Management from
University of Victoria, New Zealand, in 2014. Mr. Nugraha is presently a PhD candidate at the University of
Indonesia.

Mr. Suryamin Halim


Mr. Suryamin Halim was appointed as Independent Commissioner of the Company on September 20, 2019. He is
presently the General Manager for Corporate Affairs at PT. Hindo. From June 2014 to June 2019, Mr. Halim was
an Independent Director of PT. Indah Kiat Pulp & Paper Tbk.
Mr. Halim graduated from Swinburne University of Technology, Australia, Faculty of Economics, in 1995.

Compensation
The total remuneration (salary and short-term benefits) paid to the Company’s key management personnel
(which comprises members of the Board of Directors and Board of Commissioners) was Rp.5.7 billion,
Rp.8.9 billion, Rp.10.7 billion (U.S.$0.8 million), Rp.6.4 billion and Rp.5.0 billion (U.S.$0.4 million) for 2016,
2017 and 2018 and the six months ended June 30, 2018 and 2019, respectively.

Corporate Governance
Internal Audit
In accordance with OJK Regulation No. 56 /POJK.04/2015 concerning Formation and Preparation Guideline of
Internal Audit Unit Charter (“OJK Regulation No. 56/2015”), we have set up an internal audit division and
appointed Ery Suprihardani, as the head of the internal audit division pursuant to Letter of Appointment
No. 18/L/UCI/IX/2019 dated September 23, 2019.
The main duties of the internal audit division include:
• preparing and implementing the annual internal audit plan;

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• examining and evaluating the implementation of the internal control and risk management system in
accordance with the Company’s policy;
• conducting audits and assessments on the efficiency and effectiveness of such company functions as finance,
accounting, operations, human resources, marketing, information technology, and other activities;
• providing objective advice and information on audited operations at all management levels;
• reporting audit findings and furnishing such reports to the President Director and Board of Commissioners;
• monitoring, analyzing and reporting on the progress achieved based on recommendations made by the internal
audit division;
• working closely with the Audit Committee;
• developing programs to evaluate the quality of the internal audit actions performance by the internal audit
division; and
• conducting special audits, where necessary.
We have prepared an Internal Audit Charter 20/L/UCI/IX/2019 dated September 23, 2019 which has been
adopted by our Board of Directors and approved by our Board of Commissioners with OJK Regulation
No. 56/2015.

Audit Committee
We have established an Audit Committee, approved by our Board of Commissioners, pursuant to Decree
No. 16/L/UCI/IX/2019 dated September 23, 2019.
This is in line with OJK Regulation No. 55/POJK.04/2015 on the Establishment and Working Guidelines of
Audit Committees (“OJK Regulation No. 55/2015”).
The members of our Audit Committee are:
Chairman: Mr. Ubaidillah Nugraha
Member: Mr. Hartono Saekun Tangerang
Member: Mr. Tony Utartono
A brief biography of each member of the audit committee is provided below.

Mr. Ubaidillah Nugraha


See “—Board of Commissioners.”

Mr. Hartono Saekun Tangerang


Mr. Hartono Saekun Tangerang is an Indonesian citizen and has served as a member of our audit committee since
September 23, 2019. Mr. Tangerang was previously employed as the assistant president director of PT Sappe
Indonesia. Prior to that, he was the head of sales at PT Nestle Indonesia and held various positions at the
company from 1991 to 2013. Mr. Tangerang graduated from Pendidikan Ahli Administrasi Perusahaan
University of Diponegoro Semarang and also graduated with a major in Management from Universitas Terbuka.

Mr. Tony Utartono


Mr. Tony Utartono is an Indonesian citizen and has served as a member of our audit committee since
September 23, 2019. He has over 20 years of experience in internal audit, assurance services, financial and risk
management and internal controls across the public sector, non-governmental organizations, infrastructure and
manufacturing companies. Mr. Utartono has been employed as a technical advisor at GLC Consulting, chief
internal auditor at ASEAN Secretariat and risk and audit director at MCA-Indonesia. He obtained his masters
(major in Finance and Banking) from the Institute Technology Bandung and earned his bachelor’s degree (major
in Informatics Management) from Gunadarma University.
The main duties of the Audit Committee include:
• reviewing financial information to be published by the Company, such as financial statements, projections and
other reports relating to financial information of the Company;
• reviewing compliance to the prevailing regulations in relation to the business of the Company;

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• providing independent opinions, should there be any difference in opinion between the management and
external auditors;
• providing recommendations to the Board of Commissioners on the appointment of external auditors based on
independency, scope of assignment, and services fee;
• conducting reviews on the implementation of inspection by the internal audit unit as well as monitoring
follow-ups actions of the Board of Directors on the internal audit findings;
• reviewing the implementation of risk management by the Board of Directors, if the Company does not have the
function of risk management under the Board of Commissioners;
• reviewing complaint on issues regarding the accounting and financial reporting process of the Company;
• reviewing and providing advice on any potential conflict of interest to the Board of Commissioners; and
• maintaining confidentiality of the Company’s documents, data and information.
The Audit Committee has the right to obtain documents, data and information about employees, funds, assets as
well as other resources of the Company that pertain to the execution of the responsibilities of the Audit
Committee.
In carrying out the aforementioned responsibilities, the Audit Committee will be assisted by the internal audit
unit of the Company.
The Audit Committee is required to conduct at least one meeting every three months. The matters discussed at
such meetings are documented in meeting minutes which are signed by all committee members who are present.
The Audit Committee is required to compile an annual report of its activities for the Board of Commissioners
which would be included in the Company’s annual report.

Nomination and Remuneration Committee


We have established a Nomination and Remuneration Committee approved by our Board of Directors pursuant to
Decree No. 15/L/UCI/IX/2019 dated September 23, 2019.
This is in line with OJK Regulation No. 34/POJK.04/2014 Year 2014 concerning Nomination and Remuneration
Committee of Issuer or Public Company. See also “Principal Shareholders.”
The members of our Nomination and Remuneration Committee are:
Chairman: Mr. Ubaidillah Nugraha
Member: Ms. Heni Indrayati
Member: Mr. Aloysius Tisera
The main duties of the Nomination and Remuneration Committee include:
• Nominating duties:
(a) providing recommendations to the Board of Commissioners regarding:
(i) the composition and nomination process of the Board of Directors and/or Board of commissioners;
(ii) the policy and required criteria of the nominating process; and
(iii) the performance evaluation policies of the Board of Directors and/or the Board of Commissioners;
(b) assisting the Board of Commissioners in evaluating the performance of the Board of Directors or the
Board of Commissioners based on the prepared benchmarks;
(c) providing recommendations to the Board of Commissioners on programs for developing the capabilities
of the Board of Commissioners and/or Board of Directors; and
(d) providing proposals to the Board of Commissioners on any candidate who might qualify as a member of
the Board of Commissioners and Board of Directors to be submitted to a general meeting of shareholders
of the Company.
• Remuneration duties
(a) giving recommendations to the Board of Commissioners regarding:
(i) the remuneration structure;

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(ii) policies relating to remuneration; and
(iii) remuneration amounts.
(b) assisting the Board of Commissioners in evaluating the performance of the Board of Commissioners or
Board of Directors in accordance with their remunerations.

Corporate Secretary
In accordance with OJK Regulation No. 35/POJK.04/2014 on the Company’s Corporate Secretary, we have
appointed Vikry Ahmadi as our Corporate Secretary to liaise (on our behalf) with OJK, IDX and other related
public institutions, based on Board of Director Decree No. 17/L/UCI/IX/2019 dated September 23, 2019 on the
corporate secretary appointment.

Employee Stock Allocation Program (“ESA Program”)


Pursuant to the General Meeting of Shareholders Resolution dated September 20, 2019 and Deed No. 172 dated
September 26, 2019, we created the ESA Program and will allocate up to 0.2% of the Offer Shares, or up to
1,699,600 Shares to eligible employees through the ESA Program. The implementation of the ESA Program will
be conducted in compliance with the provisions under OJK Regulation No. IX.A.7. The exercise price of the
Offer Shares allocated to eligible employees in the ESA Program will be the same as the Offer Price and such
shares will be subject to a lock-up arrangement for the period ending 12 months after the listing of our shares on
the IDX.
Eligible participants for ESA Program are permanent employees of the Company who meet certain criteria as
follows: (i) permanent employees; and (ii) have worked for the Company for a period over 1 year as at January 1,
2020.
Up to 1,769 employees may participate in the ESA Program. The subscription for the Offer Shares and
remittance of payment with respect to the ESA Program will be carried out by the Company during the offering
period in accordance with the Company’s initial public offering schedule.

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PRINCIPAL SHAREHOLDERS
Our authorized share capital is Rp.1,330,103,160,000 comprising 13,301,031,600 common shares of par value
Rp.100 each and as at the date hereof, our issued share capital comprised 3,325,257,900 shares, all of which are
fully subscribed and paid for and none of which have been listed on any securities exchange. After the
completion of the offering we will have 4,156,572,300 shares outstanding.
The following table sets forth certain information with respect to the share ownership of our 5% or greater
shareholders and directors and commissioners immediately prior to the offering and as adjusted after giving
effect the issuance of new shares in the Combined Offering.

Actual As Adjusted
Number of % of Number of % of
Shareholder Shares Shares Shares Shares

Unicharm Corporation(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,460,690,846 74.0 2,460,690,846 59.2


Purinusa(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 864,567,054 26.0 864,567,054 20.8
Public (5% or less) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 831,314,400 20.0
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,325,257,900 100.0 4,156,572,300 100.0

(1) See “—Information on UC Japan” for more information on UC Japan.


(2) Purinusa is a company controlled, directly and indirectly, by members of the Sinar Mas Group. See “—Information on the Sinar Mas
Group” for more information on the Sinar Mas Group.

UC Japan and Purinusa, a member of the Sinar Mas Group, entered into a joint venture agreement governing the
establishment and management of the Company as a joint venture entity. For example, decisions relating to
certain matters enumerated under the Articles of Association require the affirmative vote from the director
appointed by Purinusa (such matters, the “Board Reserve Matters”) and if the Board of Commissioners is
required to consider any matters relating to the Board Reserve Matters, the affirmative vote of the commissioner
appointed by Purinusa is required, including for any such decisions taken at any adjourned meetings. See
“Description of Our Common Shares” and “Management” for more information.
In addition, under the JV Agreement, certain shareholders decisions relating to, among others, any changes to the
Company’s dividend policy, distribution of profits of the Company or the financing of losses of the Company,
any dividend or the making of any other distribution by the Company and any decisions relating to any Board
Reserve Matters will require the shareholders’ approval of both UC Japan and Purinusa.
Pursuant to the JV Agreement, UC Japan is required to supply to the Company the machinery required to carry
out its business at a price competitive with other suppliers of the same business. If the JV Agreement is
terminated pursuant to certain termination events under the JV Agreement, UC Japan has an option to purchase
such machinery provided to the Company. The JV Agreement can be terminated, upon, among others, the mutual
agreement between the parties, the acquisition by one of the parties thereto of all the shares of the Company
owned by the other party and the liquidation or dissolution of the Company. The JV Agreement also
automatically terminates if either UC Japan or Purinusa ceases to be a shareholder of the Company.

Information on UC Japan
Overview
Unicharm Group is one of Japan’s leading producers of baby diapers, feminine hygiene products, adult
incontinence products and pet care products, with a substantial presence overseas, especially in Asian countries
where Unicharm Group has attained a leading market share in some of its key markets. In addition to its
operations in Japan, Unicharm Group conducts manufacturing and sales or sales operations of personal care
products in many Asian countries such as China, Indonesia, Thailand and India, as well as in other parts of the
world such as Saudi Arabia, Egypt and Brazil, and currently provides diapers and feminine hygiene products to
customers in approximately 80 countries in the world. In relation to pet care products, Unicharm Group conducts
manufacturing and sales operations in Japan and the United States, and has been working to increase its presence
in other overseas markets in this segment.
Unicharm Group’s personal care products include a number of brand names which have achieved a high degree
of acceptance in Japan and increasingly in Asia and other international markets including the “MamyPoko” and
“moony” line of diapers and baby care products, the “Sofy” line of sanitary napkins and panty-liners, the
“Center-in” line of sanitary napkins, the “Sofy Soft” line of tampons, the “Lifree” line of adult incontinence
products and the “Charm Nap” line of specialized liners for adult incontinence care, as well as “Super 3D Masks”

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(three-dimensional face masks), “Super Comfortable Masks” (higher comfort face masks) and “Silcot” cosmetic
puffs. Unicharm Group’s pet care products, including the “Aiken Genki”, “Neko Genki”, “Gin no Spoon”, “Gin
no Sara” and “Deo-Sheet” brands of products, have also received a high degree of recognition in Japan, while the
“Hartz” brand (promoted by The Hartz Mountain Corporation, a consolidated subsidiary of UC Japan in the
United States) is the leading U.S. pet care brand in a number of product categories.

History
UC Japan was founded in 1961 in Ehime, Japan as a manufacturer of building materials. In 1963, UC Japan
repositioned its product focus and started manufacturing feminine hygiene products, changed its name to
Unicharm Corporation in 1974 and in 1978, it expanded its product line to include cosmetic puffs sold under the
“Silcot” brand, a brand which continues to enjoy popularity in Japan. In 1981, Unicharm Group expanded its
operations into the baby diaper market with the introduction of “moony” brand anti-leak diapers. In 1987,
Unicharm Group introduced adult diapers to its product line with the “Lifree” brand. A year previously in 1986,
Unicharm Group entered into the pet care business.
In 1984, Unicharm Group commenced the expansion of its business into the overseas markets, establishing a
consolidated subsidiary of UC Japan in Taiwan, followed by another consolidated subsidiary in Thailand in 1987,
in each case in order to enter into joint ventures with local companies, in Saudi Arabia, South Korea, the
Philippines, Australia and established and grew its manufacturing capabilities in Indonesia, India and China. In
1997, Unicharm Group established a joint venture with the Sinar Mas Group and established the Company in
Indonesia, with a 74% equity interest by Unicharm and a 26% equity interest by the Sinar Mas Group (under
Purinusa), prior to the Combined Offering.
Unicharm Group continued its overseas expansion in the personal care business as well, establishing a
manufacturing base in Brazil in May 2011, in September 2011 acquired a major manufacturer of feminine care
and baby care products in Vietnam, in April 2013 established presence in Myanmar via acquisition. Since then,
Unicharm Group continues to be active in its overseas expansion in line with its strategy of focusing on priority
countries and region.
UC Japan’s stocks were first listed on the Second Section of the Tokyo Stock Exchange in 1976, and have been
listed on the First Section of the Tokyo Stock Exchange since 1985.

UC Japan’s Acquisition of DSG (Cayman) Limited


On September 25, 2018, UC Japan announced it had signed an agreement for the purchase of all of the shares of
DSG (Cayman) Limited (“DSGCL”), a holding company with subsidiaries that manufacture and sell disposable
diapers for babies and adults in Southeast Asia, including in Thailand, Malaysia and Indonesia. DSGCL’s baby
diaper brands include “BabyLove,” “Fitti” and “PetPet,” while its adult diaper brands include “Certainty.” For
more information on UC Japan’s acquisition of DSGCL, see “Risk Factors—The interests of our major
shareholders may differ from or conflict with the interests of our other shareholders.”

Registered Office
UC Japan’s registered office is located at 182 Shimobun, Kinsei-cho, Shikokuchuo-shi, Ehime 799-0111, Japan.
UC Japan’s head office is located at Sumitomo Fudosan Mita Twin Building, West Wing, 5-27, Mita 3-chome,
Minato-ku, Tokyo 108-8575, Japan.

Information on the Sinar Mas Group


Founded in 1938, Sinar Mas Group is one of the largest diversified conglomerates in Indonesia with investments
in six key businesses: pulp & paper, agribusiness & food, financial services, real estate, telecommunications and
technology and energy and infrastructure.
Purinusa is a member of the Sinar Mas Group operating under the Asia Pulp & Paper (“APP”) brand. APP is one
of the world’s largest pulp and paper producers globally by total pulp and paper capacity.

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RELATED-PARTY TRANSACTIONS
The material related-party transactions that we have entered into with our affiliates, including UC Japan and
other members of the Unicharm Group, are summarized below. We believe that each of these arrangements have
been entered into on arm’s-length terms or on terms that we believe have been at least as favorable to us as
similar transactions with non-related parties would have been. For further details on our related party
transactions, see Note 26 to our audited consolidated financial statements included elsewhere in this Offering
Circular. See also “Management—Compensation.”
Under BAPEPAM-LK Regulation No. IX.E.1, attached to the Decree of Chairman of Capital Market Supervisory
Board and Financial Institution No. KEP-412/BL/2009, dated November 25, 2009, on Affiliated Transaction and
Conflict of Interest in Certain Transactions (“Regulation IX.E.1”), related-party transactions are divided into
two categories, namely affiliated-party transactions and conflict-of-interest transactions.
Regulation IX.E.1 defines a “transaction” as activities related to:
(a) providing and/or receiving loans;
(b) acquiring, disposing of or utilizing assets, including in the context of guarantees;
(c) acquiring, disposing of or utilizing services or securities of a company or controlled company; or
(d) entering into contracts in relation to the activities mentioned in (a), (b) and (c) above, whether implemented
as a one-time transaction or a series of transactions for a certain objective or activity.

Affiliated-Party Transaction
An affiliated-party transaction is defined under Regulation IX.E.1 as a transaction conducted between a public
company or a controlled company of the public company, and an affiliate of the public company or an affiliate of
a member of the public company’s Board of Directors/Board of Commissioners, or a substantial shareholder
(being a shareholder who, directly or indirectly, owns at least 20% of the issued shares, with voting rights, in the
listed company or such other lower threshold as determined by OJK). A “controlled company” means a company
controlled either directly or indirectly by a public company.
Affiliated-party transactions not involving a conflict of interest do not require the approval of independent
shareholders. Generally, detailed information regarding such a transaction and a summary of the appraisal report
regarding the transaction must be publicly announced and the evidence of such announcement must be reported
to OJK along with supporting documents (including a fairness opinion from an independent appraiser) within two
business days after such affiliated-party transaction has been conducted. Regulation IX.E.1 also provides
exemptions for certain affiliated-party transactions. If an exemption is available, the transaction will either be
exempted from both the requirement for public announcement and reporting to OJK, or exempted from the
requirement for public announcement but still subject to the requirement to report the transaction to OJK, as
applicable.
Transactions that are required to be reported to OJK, but not publicly announced, include, among others: (i) any
transaction concluded to satisfy any obligation under any applicable laws and regulations or court order; (ii) any
transaction with a value of less than 0.5% of the total paid-up capital of the listed company not exceeding
Rp.5.0 billion; and/or (iii) any transaction between the listed company and its controlled entity/company where
the public company owns at least 99.0% shares in such entity/company.
Transactions that are not required to be disclosed to the public or reported to OJK include, among others: (i) any
transaction that constitutes the core business of the listed company or its controlled company; (ii) any transaction
that constitutes supporting activities of the core business of the listed company or its controlled company; or
(iii) ongoing transactions that have occurred before the initial public offering of the listed company or before the
submission of the registration statement that has been disclosed in the initial public offering prospectus, provided
that the terms and conditions of the transactions have not changed in a manner that may cause any loss to the
listed company.

Conflict-of-Interest Transaction
Any transaction by a company listed on the IDX which entails a conflict of interest must be approved by a
majority of the shareholders who are not party to such conflict of interest in the proposed transaction. A “conflict
of interest” is defined in Regulation IX.E.1 as a conflict between the economic interests of the public company,
on the one hand, and the personal economic interests of any member of the Board of Commissioners, Board of
Directors or substantial shareholders (defined as holders of 20.0% or more of the issued shares) of the public
company, which has the potential to result in a loss for the company. Whether or not a conflict of interest exists

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would be determined by an independent appraiser. OJK has the power to enforce this rule, and our shareholders
may also bring enforcement actions based on this rule.
A brief description of our significant affiliated-party transactions (as described under Regulation IX.E.1) is
provided below.

License and Trademark Agreements between the Company, UCNWI, UC Japan and other members of the
Unicharm Group
On January 26, 1998, our Company, as licensee, and UC Japan, as licensor, entered into a license agreement (the
“License Agreement”), which was extended on January 1, 2017. Pursuant to the terms of the License
Agreement, UC Japan granted us a production license and a marketing license for use in our business exclusively
within Indonesia, Papua New Guinea, and Timor Lester area and non-exclusive for Philippine area. The
production license allows us to utilize UC Japan’s manufacturing know-how (the “manufacturing know-how”)
for the manufacturing of our products, which includes, among others, certain of UC Japan’s patents, product
designs and specifications, factory layouts, standard operating procedures (which also covers quality and quality
control standards) and the Unicharm Total Management Strategic System guidelines. The marketing license
allows us to utilize UC Japan’s marketing know-how (the “marketing know-how”) for our sales and marketing
activities, which includes, among others, the right to use certain trademarks owned by UC Japan (which covers
the “MamyPoko”, “Charm” and “Lifree” brands), UC Japan’s marketing handbook and brand book, certain of
UC Japan’s global marketing materials and UC Japan’s website design. UC Japan is required to provide any
necessary assistance and training in the use of the manufacturing know-how and the marketing know-how.
Under the License Agreement, we are required to make quarterly royalty payments to UC Japan, in the amounts
of (i) 2.0% of the net sales revenue from the products manufactured using the manufacturing know-how and (ii)
1.0% of the net sales revenue from the products marketed and sold using the marketing know-how. As all our
products are manufactured and marketed using the manufacturing know-how and the marketing know-how, we
are required to pay royalty fees of 3.0% of the sales revenue from our products. For the years ended
December 31, 2016, 2017 and 2018, and the six months ended June 30, 2019, we paid royalty fees to UC Japan
and Unicharm Kokko Nonwoven Co., Ltd in the amounts of Rp.246,363 million, Rp.218,325 million,
Rp.248,814 million (U.S.$17.6 million) and Rp.125,399 million (U.S.$8.9 million) respectively.
Under the License Agreement, UC Japan is also required to indemnify and hold us harmless for any product
liability damages solely caused by the use of production know-how and the marketing know-how. We, on the
other hand, are required to indemnify and hold UC Japan harmless for any product liability damages in all other
cases.
Unless it is terminated earlier, the License Agreement is valid until January 1, 2020 and is automatically renewed
for a period of another two years. The License Agreement can be terminated (i) by the non-breaching party, in
the case of a material breach of the License Agreement by one party, (ii) by the other party, in the case of
bankruptcy of one party and (iii) by UC Japan, in the case of change of control in our Company.
The License Agreement shall also automatically terminate if the JV Agreement is terminated, and in its place, a
new, non-exclusive license agreement, only in respect of certain technical information (which does not include
any trademark licensing) already provided to the Company by UC Japan at the point of such termination shall be
entered into between UC Japan and Purinusa. However, in the case when UC Japan wishes to cease its operations
in Indonesia and Purinusa purchases all of UC Japan’s equity interest in the Company, the License Agreement
will continue to remain in force and effect.
UCNWI also entered into separate license agreements with Unicharm Kokko Nonwoven Co., Ltd. dated
December 20, 2014 and effective on January 1, 2015 which was extended on January 1, 2018 and another license
agreement with UC Japan dated March 31, 2015 and effective on April 1, 2015 which was extended on
January 1, 2018. For each of these license agreements, the agreement period is for three years from and the
agreement remains valid unless terminated early pursuant to the terms of the agreement. Under these agreements,
UCNWI is licensed to utilize certain registered trademarks owned by Unicharm Kokko Nonwoven Co., Ltd. and
UC Japan on the products it manufactures in Indonesia. Under these agreements, UCNWI is required to pay
annual royalty payments to each of Unicharm Kokko Nonwoven Co., Ltd. and UC Japan, in the amount of 2.0%
of the net revenue from the products sold under such trademarks. Furthermore, under these agreements, UCNWI
is also required to purchase the machinery and equipment required to manufacture such products from Unicharm
Kokko Nonwoven Co., Ltd. or UC Japan, as the case may be, or other suppliers approved by them.

Sales Commission Agreement


On January 1, 2015, our Company entered into an agreement with Unicharm (Philippines) Corp (the “Sales
Commission Agreement”), pursuant to which our Company pays sales commissions to Unicharm (Philippines)

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Corp for assisting us with monitoring the performance of the Philippines importer and distributor for the
Company’s products. The sales commissions paid to Unicharm (Philippines) Corp in connection with this
agreement are Rp.16,895 million, Rp.19,979 million, Rp.17,173 million (U.S.$1.2 million) and
Rp.13,581 million (U.S.$1.0 million) for the years ended December 31, 2016, 2017 and 2018, and the six months
ended June 30, 2019, respectively.

Research and Development Service Agreement


In early 2016, our Company entered into a research and development service agreement with UC Japan (the
“Research and Development Service Agreement”) pursuant to which our Company will receive research and
development service income from UC Japan in relation to certain market research and development services
undertaken by the Company for UC Japan. The research and development service income received in connection
with this agreement are Rp.9,381 million, Rp.7,341 million, Rp.4,859 million (U.S.$0.3 million) and
Rp.3,217 million (U.S.$0.2 million) for the years ended December 31, 2016, 2017 and 2018 and the six months
ended June 30, 2019, respectively.

Loan Agreements and Payment Obligations with UC Japan


We have entered into several unsecured facility agreements with UC Japan, with a total facility amount of
U.S.$60.4 million (of which U.S.$53.2 million is outstanding) as at June 30, 2019. As at June 30, 2019, we also
have an outstanding payment obligation to UC Japan in respect of purchases of machinery incurred as at
October 31, 2015 in the amount of JPY8,643.3 million. Such payment obligation will become due and payable on
December 31, 2021. The table below sets out further information on these loans and payment obligation as at
June 30, 2019.

As at June 30, 2019


Outstanding Amount in Rupiah
Foreign Currency Equivalent
Loan/ obligation Period Contractual Interest Rates (Full Amount) (in million)

May 29, 2012—December 31, 2021 . . . . . . . LIBOR 6 months + 0.5% USD 21,000,000 296,961
June 29, 2012—December 31, 2021 . . . . . . . LIBOR 6 months + 0.5% USD 2,400,000 33,938
April 2, 2013—December 31, 2021 . . . . . . . . LIBOR 6 months + 0.5% USD 20,000,000 282,820
September 20, 2013—December 19,
2023(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LIBOR 6 months + 0.5% USD 5,500,001 77,776
April 21, 2014—April 20, 2022(1) . . . . . . . . . LIBOR 6 months + 0.5% USD 4,285,720 60,604
October 31, 2015—December 31, 2021 . . . . JBA TIBOR 6 months + 0.5% JPY 8,643,254,951(2) 1,135,638
1,887,737
Current portion (37,485)
Non-current portion 1,850,252

Note:
(1) This loan requires annual installments to be made.
(2) Converted into Indonesian Rupiah based on the exchange rate of Rp.131.39 to JPY1.00 as of June 30, 2019 for the convenience of the
reader.

We paid finance costs to UC Japan in relation to the loans we received from them in the amounts of
Rp.24,871 million, Rp.19,822 million, Rp.32,398 million (U.S.$2.3 million) and Rp.16,373 million
(U.S.$1.2 million) for the years ended December 31, 2016, 2017 and 2018, and the six months ended June 30,
2019, respectively.

Sales to, and Purchases from, Related Parties


As part of our business practice, we regularly make sales to, and purchases from, UC Japan, other members of
the Unicharm Group. Such transactions include: (i) sales of goods to other members of the Unicharm Group
including export sales certain products to Australia, Thailand, Malaysia, China, India and Vietnam and sales
made to PT. DSG Surya Mas Trading Indonesia, an entity owned by UC Japan, (ii) purchases of fixed assets
(which comprise certain production machinery from UC Japan and other members of Unicharm Group and
(iii) purchases of raw materials and certain finished goods from UC Japan and other members of the Unicharm
Group. We also purchase certain raw materials from PT Cakrawala Mega Indah and PT Pindo Deli Pulp and PT
Pindo Deli Pulp and Paper Mills, entities controlled by the Sinar Mas Group and PT DSG Surya Mas Indonesia,
an entity owned by UC Japan.

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The table below sets out our sales and purchases transactions with our related parties for the periods indicated.

Year ended December 31 Six months ended June 30


2016 2017 2018 2018 2019 2019
(Rp. million) (Rp. million) (Rp. million) (U.S.$ million) (Rp. million) (U.S.$ million)
Sales of goods . . . . . . . . . . . . 615,742 775,354 1,284,357 90.8 543,490 38.4
Purchase of fixed assets . . . . . 14,605 — 63,852 4.5 14,364 1.0
Purchase of materials . . . . . . . 247,250 195,611 240,479 17.0 98,382 7.0
Royalty fee . . . . . . . . . . . . . . . 246,363 218,325 248,814 17.6 125,399 8.9
Research and development
service income . . . . . . . . . . 9,381 7,341 4,859 0.3 3,217 0.2
Finance costs . . . . . . . . . . . . . 24,871 19,822 32,398 2.3 16,373 1.2
Sales commissions . . . . . . . . . 16,895 19,979 17,173 1.2 13,581 1.0

Other Arrangements with Members of the Unicharm Group and Other Related Parties
As part of our business practice, although we directly enter into such supply contracts, UC Japan decides on our
raw materials suppliers and negotiates supply contracts, including the pricing terms, with our suppliers. UC Japan
also directs the selection and procurement of our production machinery. In addition, certain members of our
senior management and employees in our product and research and developments are UC Japan’s employees
which are seconded to us.
See also “Principal Shareholders.”

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DESCRIPTION OF OUR COMMON SHARES
Our authorized share capital is Rp.1,330,103,160,000 comprising 13,301,031,600 common shares of par value
Rp.100 and our issued share capital was comprised of 3,325,257,900 shares, all of which are fully subscribed and
paid for as at the date hereof, and none of which have been listed on any securities exchange.
Our Articles of Association have been amended several times and was last amended based on Deed No. 172
dated September 26, 2019, made before Christina Dwi Utami, S.H., Notary in Jakarta, which (i) has been
approved by the Minister of Law and Human Rights as evidenced by Decree No.
AHU-0077142.AH.01.02.Tahun 2019 dated October 2, 2019 and (ii) has been notified to the Minister of Law
and Human Rights as evidenced by the Receipt of Notification No. AHU-AH.01.03-0339598 dated October 2,
2019 and (iii) registered in the Company Register pursuant to Company Law under
No. AHU-0183557.AH.01.11.Tahun 2019 dated October 2, 2019.
The following is a summary of the material rights and restrictions related to our shares under the provisions of
our Articles of Association. This description does not purport to be complete.

Common Shares
All of our Shares are registered and issued in the name of the owners listed in our register of shareholders (the
“Register”). Any transfer of our shares must comply with the laws and regulations relating to the Indonesian
capital market, including but not limited to Law No. 8 of 1995 on Capital Market (“Indonesian Capital Market
Law”) and of the IDX. Transfers of shares take effect only after the transfer is registered in the Register. The
transferor of any shares will be treated as the owner of such shares until the name of the transferee has been
recorded in the Register by our Board of Directors, through the Share Registrar. Under the scripless system,
KSEI will be registered as the holder of the shares in the Register, in its capacity as the central securities
depositary institution which holds the shares on behalf of KSEI participants which in turn hold the shares on
behalf of shareholders (“Beneficial Shareholders”).
The holders of shares whose names are recorded in the Register (such holders, the “Registered Shareholders”)
are entitled to pre-emptive rights in the event we issue new shares, convertible bonds, warrants or other securities
convertible into equity securities, in proportion to their share ownership. See “Risk factors—Risks relating to an
Investment in our Shares—Your rights to participate in any future rights offerings by us could be limited due to
the application of securities laws in our jurisdiction, which would cause dilution to your shareholding.” For
shares deposited with KSEI, all ownership rights are automatically distributed by KSEI, through KSEI
participants, to purchasers ultimately holding the shares as Beneficial Shareholders (or their assignees). Such
pre-emptive rights may be sold and transferred to third parties without the consent of any party to the extent
permitted by the Indonesian Capital Market Law and the rules and regulations of the IDX. If the Registered
Shareholders or the Beneficial Shareholders (or their respective assignees) do not exercise their pre-emptive
rights within a period of time determined by our Board of Directors (in accordance with the prevailing
regulations) after the issuance of pre-emptive rights, our Board of Directors may issue such shares, convertible
bonds, warrants or other securities to third parties on the same terms and conditions.
In accordance with OJK Regulation No. 14/POJK.04/2019 which came into effect on April 30, 2019 and as
provided for in our Articles of Association, we may increase our capital without providing a pre-emptive right to
Registered Shareholders or Beneficial Shareholders to subscribe for securities, provided that:
• if the main objective of the increase of capital is not related to the improvement of our financial position, the
increase in our issued share capital without pre-emptive rights shall be no more than 10.0% of the paid-in
capital: (i) within two years of the increase of capital without a share ownership program; and (ii) within five
years for increase of capital with a share ownership program; or
• the main objective of the increase of capital is to improve our financial position and provided further that one
or more of the following conditions are present:
(i) we have a negative net working capital and liabilities of more than 80.0% of our assets at the time of the
general meeting of shareholders approving such capital increase;
(ii) we have defaulted or are not capable of avoiding default in payment of our liabilities with a non-affiliated
provider of a loan, and the loan provider or non-affiliated investor agrees to receive our shares or
convertible bonds to settle the loan; or
(iii) the main objective of the increase of capital is to issue bonus shares.
We must obtain approval from independent shareholders in accordance with OJK Regulation
No. 14/POJK.04/2019 if we want to increase our capital without providing for pre-emptive rights.

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Other than as described above, our authorized share capital may only be increased or decreased by a resolution of
a general meeting of shareholders and amendment of our Articles of Association. Any such amendment will be
effective only after approval from the Minister of Law and Human Rights is obtained. In the case of a decrease in
the authorized share capital, approval from the Minister of Law and Human Rights may only be given if: (i) the
decrease has been approved by a general meeting of shareholders; (ii) there are no written objections from the
creditors within 60 days after the announcement; (iii) a settlement has been reached on any objection raised; and
(iv) a final and binding judgment has been rendered by the court relating to any creditors’ lawsuit as the result of
objections by creditors.

Shareholders’ Meetings and Voting Rights


Each Share entitles the owner thereof to cast one vote in a general meeting of shareholders. In the case of Shares
held by KSEI, prior to us taking any corporate action, KSEI must provide us with details concerning the Share
entitlements of all the Beneficial Shareholders on whose behalf shares are held. A KSEI participant holding
Shares on behalf of a Beneficial Shareholder is obliged to notify such Beneficial Shareholder of the issuance of
any pre-emptive rights and deliver to that Beneficial Shareholder any offering memoranda or other notices,
including notices of general meetings of shareholders, issued by us from time to time. Beneficial Shareholders or
their legal representatives have the right to be present and vote at a general meeting of shareholders. See
“Indonesian Capital Markets.”
An annual general meeting of shareholders must be held by no later than six months after the end of the fiscal
year. Pursuant to the Indonesian Company Law No. 40 of 2007 (the “Company Law”), our Board of Directors
must submit an annual report at such general meeting of shareholders, which should include, at least: (i) annual
financial reports; (ii) a report on our activities; (iii) a report in relation to our corporate and social responsibility
implementation; (iv) details regarding any problems arising during the financial year which affects our activities;
(v) a report in relation to the supervisory duties which have been carried out by our Board of Commissioners
during the preceding financial year; (vi) the names of the members of our Board of Directors and our Board of
Commissioners; and (vii) details with respect to salary and other remuneration of each member of our Board of
Directors and our Board of Commissioners for the preceding year. Such annual report must be made available in
our office for inspection by any shareholder from the day such shareholder is notified of the annual general
meeting of shareholders through the date of the annual general meeting of shareholders.
Either our Board of Directors or our Board of Commissioners may convene an extraordinary general meeting of
shareholders. An extraordinary general meeting of shareholders must be convened upon receipt of written notice
requesting a meeting from one or more shareholders owning an aggregate of at least 10.0% of our issued shares.
In the event neither our Board of Directors nor our Board of Commissioners convenes such a meeting within 30
days of receipt of such written notice, the relevant shareholders may call a meeting after obtaining the approval
from the District Court.
At least 14 days (excluding the date of notice) prior to the issuance of notice of both extraordinary general
meeting of shareholders and annual general meeting of shareholders, an announcement must be made by placing
an advertisement in at least one daily newspaper published in Indonesia, which must have a wide circulation in
Indonesia, that a shareholders’ meeting is to be called. Notice to the shareholders of the meeting must also be
made by newspaper advertisement, as described above, published at least 14 days before the date of the meeting
(excluding the date of notice and the date of the meeting).
The quorum for an annual general meeting of shareholders is shareholders and/or authorized proxies representing
more than 50% of our issued Shares with voting rights to be represented either in person or by a power of
attorney at such meeting. The quorum requirement may be greater, depending on the nature of the resolutions to
be considered at such meeting. If a quorum is not reached at the second meeting, on the Company’s request, the
chairman of OJK may determine the quorum requirements for the third meeting.
If a quorum for such general meeting is not obtained, then no earlier than 10 days and no later than 21 days after
such original general meeting, a second meeting may be held to render a legal and binding resolution on matters
which were not resolved at the first meeting. The second meeting must be attended by shareholders representing
at least one-third of the total issued Shares. Resolutions adopted at such a meeting must be approved by more
than 50% of the total votes present and cast at the meeting.
Shareholders may be represented at a general meeting of shareholders by any person holding a power of attorney,
provided that if the proxy is one of our commissioners, directors or employees, then the vote of any such proxy
shall not be counted. In order to be adopted, resolutions must receive the affirmative votes of shareholders
holding more than 50% of the Shares which are either present or represented in the meeting (except for
resolutions concerning certain transactions such as: (i) amendments to our Articles of Association; (ii) a merger,

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consolidation or acquisition; (iii) a liquidation; or (iv) a bankruptcy filing, which have various voting thresholds
above that level). In addition, for certain transactions involving a conflict of interest, approval from independent
shareholders must be obtained in accordance with Regulation IX.E.1.
In addition to the above, the implementation of a general meeting of shareholders is also subject to the provisions
of OJK Regulation No. 32/POJK.04/2014 as amended by OJK Regulation No. 10/POJK.04/2017 concerning Plan
and Implementation of General Meeting of Shareholders of Public Company (“OJK Regulation No. 32/2014”),
among others:
• The requirement to notify OJK about the plan and agenda for a general meeting of shareholders at the latest of
five business days (excluding the announcement date) before the announcement of the general meeting of
shareholders;
• at least 14 days (excluding the announcement date and the summon date) prior to the general meeting of
shareholders summons, an announcement must be made by placing an advertisement in at least (i) one daily
newspaper with national circulation in Indonesia, (ii) the company’s website, and (iii) the IDX’s website;
• at least 21 days (excluding the summon date and the date of the general meeting of shareholders) prior to the
date of the general meeting of shareholders, a general meeting of shareholders summons must be made by
placing an advertisement in at least (i) one daily newspaper with national circulation in Indonesia, (ii) the
company’s website, and (iii) the IDX’s website.

Board of Directors’ and Board of Commissioners’ Meetings


Pursuant to our Articles of Association, a meeting of the Board of Directors is valid if at least three members of
the Board of Directors are present (including the director appointed by Purinusa), and any decisions made at such
meeting is approved by more than 50% of the members present. In addition, decisions relating to the following
matters (collectively, the “Board Reserve Matters”) require the affirmative vote from the director appointed by
Purinusa:
(1) the creation of any mortgage, charge, lien or encumbrance in or over any of the assets of the Company
which does not constitute more than 50% of the aggregate amount of the net assets of the Company during a
financial year either through one transaction or a series of separate or inter-related transactions;
(2) the borrowing or lending of moneys on behalf of the Company in excess of U.S.$2,000,000 or any equal
amount in the currency of Rupiah;
(3) the provision of any guarantees by the Company;
(4) any capital expenditure spending in excess of U.S.$1,500,000 per occasion or U.S.$3,000,000 in aggregate
for any one year period;
(5) the entry by the Company into any agreement with any of UC Japan and Purinusa or affiliates of such
shareholders;
(6) any acquisition, lease or disposal of land or any other property of the Company; and
(7) the entry by the Company into any partnership, joint venture or other profit sharing agreement or
arrangement with any third parties.
Pursuant to our Articles of Association, decisions made at a Board of Commissioners’ meeting are lawful and the
Board of Commissioners is entitled to adopt any resolutions passed at such meeting if more than 50% of its
members were present at the meeting. The adoption of any matters at such duly convened meeting requires the
approval of at least three members of the Board of Commissioners (including the Commissioner appointed by
Purinusa).

Dividends
A portion of our profits, as determined by an annual general meeting of shareholders, after deduction of
corporate tax, must be used as a reserve fund up to an amount of 20% of the subscribed capital. This can be used
only to cover losses suffered by us. Amounts in the reserve fund that exceed 20% of the subscribed capital may
be used for working capital or other purposes in our interest, subject to the approval of our shareholders. Any
interest or other profits earned from such reserve fund must be entered in our profit and loss account.
Dividends, if any, are paid in accordance with a resolution adopted by an annual general meeting of shareholders,
which resolution must establish the amount, the time and manner of payment of the dividends. All Shares which
are fully paid and outstanding at the time a dividend or other distribution is declared are equally entitled to such

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dividend or other distribution. Dividends are payable to the persons whose names are recorded in the Register.
Our Articles of Association provide that dividends that remain unclaimed after a period of five years will be
placed in a special reserve fund and any party entitled to such unclaimed dividends will have the right to claim
such dividends from the fund within five years from the date the dividends are placed in such fund. After the
lapse of the 10-year period, these unclaimed dividends will belong to us.

Amendments to our Articles of Association


Amendments to our Articles of Association can only be effected pursuant to a resolution at a general meeting of
shareholders attended by shareholders or their lawful proxies representing at least two-thirds of the total issued
Shares. Resolutions adopted at such a meeting must be approved by more than two-thirds of the total valid votes
cast at the meeting. Any amendment that would change our name, our objectives and purpose, our business
activities or our term of establishment, or that would increase or reduce our authorized capital, reduce the issued
and paid-up capital or change our status from a private company to a public company or vice versa will only be
effective upon approval by the Minister of Law and Human Rights. The change of status from a private company
to a public limited liability company will only be effective upon the implementation of an initial public offering.
Any amendment to our Articles of Association must be made in the form of a notarial deed no later than 30 days
from the date of the general meeting of the shareholders and be notified to the Minister of Law and Human
Rights within 30 days from the date of the general meeting of the shareholders and be notified to the Minister of
Law and Human Rights within 30 days from the date of the notarial deed. Any other amendments will only be
effective as at the date of the letter from the Minister of Law and Human Rights confirming acceptance of
notification of such amendments. A resolution reducing our Company’s capital must be delivered to our creditors
and published in the State Gazette of the Republic of Indonesia and announced in at least one newspaper
published in Indonesia with wide circulation within seven calendar days after such resolution.

Liquidation
We can be dissolved or liquidated pursuant to: (i) a resolution passed at an extraordinary general meeting of
shareholders in accordance with our Articles of Association; (ii) the expiry of our incorporation period; (iii) a
court decision; (iv) a bankruptcy, when our assets are not sufficient to settle our obligations or if we are declared
to be insolvent; or (v) a revocation of our business license, which requires us to be liquidated.
A resolution for our dissolution must be approved at a general meeting of shareholders attended by the holders of
at least three-quarters of the total number of Shares outstanding and approved by the holders of more than three-
quarters of the total votes cast at the meeting. If we are wound up, dissolved or declared bankrupt, subject to
insolvency or for any other reason provided under the Company Law, the general meeting of shareholders must
appoint a liquidator to perform certain liquidation procedures. If the general meeting of shareholders fails to
appoint a liquidator, our Board of Directors shall act as the liquidator.
The Company Law also provides that the board of directors, board of commissioners or a shareholder of a
company may apply to a court for a company’s dissolution if: (a) the company does not engage in business
activities for three years or more, which is substantiated by a letter of notification submitted to the tax agency;
(b) the addresses of its majority shareholders are unknown after a notice has been published in a daily newspaper
having wide circulation in Indonesia and accordingly a general meeting of shareholders cannot be held; (c) the
ownership of the company’s shares is divided causing the general meeting of shareholders to fail to adopt a valid
resolution (for example, two groups of shareholders each own 50% of the shares); or (d) the assets of a company
have decreased in value such that it is not possible for the company to continue its business activities with its
current assets.
The liquidators must register the resolution for our dissolution in the Company’s register maintained by the
Minister of Law and Human Rights, publish it in the State Gazette and announce it in two daily newspapers
published in Indonesia, notify our creditors and notify the Minister of Law and Human Rights (by no later than
30 calendar days from our dissolution), the IDX and OJK in accordance with prevailing regulations.

Rights of Shareholders
In general, Indonesian law has traditionally afforded shareholders fewer rights than those available in common
law jurisdictions such as the United States. See “Risk Factors—Risks Relating to an Investment in our Shares.”
The Company Law affords certain rights to shareholders, and certain additional rights to one or more
shareholders collectively representing at least 10% of all voting shares of a company (the “Minority
Shareholders”).
A shareholder generally has the right to commence legal action against us if it has been harmed by any unfair and
unreasonable action taken by us. In addition, each shareholder has the right to request that we repurchase its

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Shares at the then prevailing market price if such shareholder disagrees with certain of our actions which harm
the interests of that shareholder or us. These actions include: (i) the amendment of our Articles of Association;
(ii) transfer or disposal of rights or encumbrance of our assets amounting to more than 50% of our net assets; or
(iii) a merger, consolidation, acquisition, or spin-off of us. Under the Company Law, we may repurchase Shares,
provided that such repurchase: (a) must not cause our net assets (as stated in our most recent financial position, as
approved by the shareholders within the last six months) to fall below its paid-in capital and reserves; (b) may
not cause the aggregate of the number of our Shares repurchased by us and the number of our Shares that are
pledged or otherwise encumbered for the benefit of us or any other company which Shares are directly or
indirectly owned by us, to become more than 10% of our outstanding Shares; and (c) must be conducted in
compliance with the procedures and the requirements stipulated in the Indonesian Capital Market Law and OJK
Regulation No. 30/POJK.04/2017 on Share Buy Back by Public Company dated June 22, 2017. To the extent that
a request to repurchase shares exceeds these limitations, we are required to seek a third-party purchaser for the
Shares. Under Article 40 of the Company Law, Shares repurchased by us may not be used to cast a vote in a
general meeting of shareholders, and will not be counted in determining the quorum that has to be achieved in
accordance with the Company Law and our Articles of Association.
Our Minority Shareholders have certain other rights. These include the rights to call a general meeting of
shareholders, by court order, in the event that the directors or commissioners fail to convene such meeting within
the stipulated time. Minority Shareholders also have the right to lodge a derivative action on our behalf against
directors or commissioners who, through error or negligence, have caused losses to us. Under the Company Law,
directors and commissioners are obliged to act in good faith, with full responsibility and in our best interests
when carrying out their corporate duties. The Minority Shareholders may request that we be examined by a
court-appointed third party if there is any suspicion that we have committed an act contrary to law which
damages our shareholders or a third party or if there is any suspicion that any of our directors or commissioners
has committed an act contrary to law which damages us, the shareholders, or a third party. Minority Shareholders
may also apply to a court for our dissolution. However, the Company Law does not specify the circumstances
under which such an application may be made.

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INDONESIAN CAPITAL MARKETS
The following information has been derived from publicly available information and has not been independently
verified by us, the Sole Global Coordinator, the Lead Domestic Underwriter or any of their respective advisors.

Background and Development


In 1976, the Indonesian government established a regulatory agency, the Capital Market Executive Agency
(Badan Pelaksana Pasar Modal, or “BAPEPAM”), the Capital Market Development Agency (Badan Pembina
Pasar Modal) and a national investment trust company, PT Danareksa (Persero) to reactivate and promote the
development of a securities market in Indonesia. In 1990, the Capital Market Executive Agency and the Capital
Market Development Agency became the Capital Market Supervisory Board (Badan Pengawas Pasar Modal) or
BAPEPAM. The first share issue listed on the Jakarta Stock Exchange (the “JSX”) took place in August 1977.
By the end of 1988, the shares of 24 companies were listed on the JSX and the volume of shares traded was
relatively low.
Since 1988, a number of reform measures affecting the Indonesian capital markets were introduced. These have
led to the privatization of the JSX, or PT Bursa Efek Jakarta, and its establishment as a limited liability company
consisting of 221 securities trading companies as initial shareholders. On July 13, 1992, the operation of the JSX
was transferred from BAPEPAM to PT Bursa Efek Jakarta with the principal goal of ensuring the orderly and
fair operation of the securities exchanges. At that time, BAPEPAM operated under its new name, the Capital
Markets Supervisory Board or Badan Pengawas Pasar Modal, and its principal function is to ensure the orderly
and fair operation of the securities exchanges.
In December 2005, Capital Market Supervisory Board merged with the Financial Institution Supervisory Agency
(or Badan Pengawas Lembaga Keuangan) under the Department of Finance, and changed its name to the Capital
Markets and Financial Institution Supervisory Board (or Badan Pengawas Pasar Modal dan Lembaga
Keuangan), referred to herein as “BAPEPAM-LK”).
The various reforms over the past few years have sought to strengthen the operational and supervisory
framework of the Indonesian securities market and to improve the Indonesian securities market’s trading
environment. The measures also established an over-the-counter market, PT Bursa Paralel Indonesia (the “Bursa
Paralel Indonesia”) and private stock exchanges outside Jakarta, the first of which was the Surabaya Stock
Exchange or PT Bursa Efek Surabaya (the “SSX”). In July 1995, the Bursa Paralel and the SSX were merged to
form a single exchange intended to focus on small and medium sized companies. A company could elect to list
shares on the JSX, the SSX or both.
On November 30, 2007, the JSX and the SSX were merged to form a single exchange. As the result of the
merger, the JSX is now operating under the new name of PT Bursa Efek Indonesia (the “Indonesia Stock
Exchange” or “IDX”).
Other reforms were also introduced to provide increased protection for minority shareholders, to improve
disclosure requirements and to clarify listing procedures. As of December 31, 2017, 566 companies were listed
on the IDX with a total market capitalization of Rp.7,052 trillion compared to 24 listed companies with a market
capitalization of approximately Rp.100.0 billion in December 1987, just prior to the introduction of the capital
market reform measures.
On November 22, 2011, the Indonesian government enacted Law No. 21 of 2011 on the Financial Services
Authority (Otoritas Jasa Keuangan) to take over certain functions, tasks and authorities relating to the
supervision and regulation of financial service activities in the banking sector from Bank Indonesia effective
December 31, 2013, as well as the supervision and regulation of financial service activities in capital markets,
insurance, pension funds, finance companies and other financial service institutions sectors from the
BAPEPAM-LK effective December 31, 2012.

Overview of the Indonesia Stock Exchange


As at December 31, 2018, the IDX had 619 listed issuers and of these 619 listed issuers its 50 most active stocks
in total trading volume handled transactions for approximately 1.746 trillion shares and approximately 68.9% of
total shares traded on the IDX for the year ended December 31, 2018. In trading value, the top 50 most active
stocks accounted for approximately Rp.846.4 trillion in terms of trading value, or about 41.5% of the overall
value of buying and selling transactions on the IDX for the year ended December 31, 2018.

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Trading rules on the IDX are, at present, generated in the form of decisions issued by the IDX. There are
currently five daily trading sessions for the regular market, two daily trading sessions for the negotiated market,
and one daily trading session for the cash market. The following table sets out the respective trading sessions:

Trading Session Market Trading Hours

Pre-Opening Session . . . . . . . . . . . . . Regular Monday—Friday


08:45:00— 08:59:59
1st Session . . . . . . . . . . . . . . . . . . . . . Regular, Cash and Negotiated Monday—Thursday
09:00—12:00
Friday
09:00—11:30
2nd Session . . . . . . . . . . . . . . . . . . . . Regular Monday—Thursday
13:30:00—15:49:59
Friday
14:00:00—15:49:59
Pre-closing Session . . . . . . . . . . . . . . Regular Monday—Friday
15:50:00—16:04:59
Post-closing Session . . . . . . . . . . . . . Regular Monday—Friday
16:05:00—16:15:00
2nd Session . . . . . . . . . . . . . . . . . . . . Negotiation Monday—Thursday
13:30:00—16:15:00
Friday
14:00:00—16:15:00
Trading of securities is divided into three market segments: regular market, negotiated market and cash market
(except for rights issues, which may only be traded in the cash market and in the first session of the negotiated
market). The regular market is the mechanism for trading stock in standard lots on a continuous auction market
during exchange hours. Regular market trading is generally carried out in unit lots of 100 shares. The price
movements:
• for shares with a previous price less than Rp.200, in multiples of Rp.1, and each price movement should be no
more than Rp.10;
• for shares with a previous price between the range of Rp.200 up to less than Rp.500, in multiples of Rp.2 and
each price movement should be no more than Rp.20;
• for shares with a previous price between the range of Rp.500 up to less than Rp.2,000, in multiples of Rp.5 and
each price movement should be no more than Rp.50;
• for shares with a previous price between the range of Rp.2,000 up to less than Rp.5,000, in multiples of
Rp.10 and each price movement should be no more than Rp.100; and
• for shares with a previous price of Rp.5,000 or more, in multiples of Rp.25 and each price movement should be
no more than Rp.250.
Auctioning takes place according to price priority and time priority. Price priority gives priority to buying orders
at a higher price or selling orders at a lower price. If buying or selling orders are placed at the same price, priority
is given to the buying or selling order placed first in time (i.e. time priority).
Negotiated market trading is carried out by (i) direct negotiation between members of the IDX, (ii) between
clients through one member of the IDX, or (iii) between a client and a member of the IDX or (iv) between a
member of IDX and the Indonesian Stock Clearing and Guarantee (PT Kliring dan Penjaminan Efek Indonesia or
the “KPEI”). The subsequent bid-offer agreement is then processed automatically through the applicable
securities trading system in the IDX using JATS. Negotiated market trading does not use round lots.
Transactions on the IDX regular market are required to be settled no later than the second trading day after the
transaction, except for cross trading. Transactions on the IDX negotiated market are settled based on agreement
of the parties involved, or not later than the second trading day after the transaction if the parties have not agreed
on the timing of settlement. Transactions on the IDX cash market are required to be settled on the trading day of
the transaction. In case of a default by an exchange member on settlement, cash market trading takes place, under
which trading of securities by means of direct negotiation on cash and carry terms will be conducted. All cash
market transactions must be reported to the IDX. An exchange member is obliged to pay a transaction cost as

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regulated by the IDX and in the event of a delay in payment of the transaction cost a fine of 1.0% of the
outstanding amount will be imposed for each day of delay. For any violation of the IDX rules, the IDX may
impose on an exchange member any of the following sanctions namely, (i) a fine up to Rp.500,000,000; (ii) a
written warning; and/or (iii) a temporary suspension of trading activities; or (iv) a revocation of license as an
exchange member.
All transactions involving shares listed only on the IDX that use the services of brokers must be conducted on the
IDX. In order for a trade to be made on the IDX, both the cash and securities settlement must be conducted
through the facilities of the IDX. As of June 30, 2008, short selling and margin trading are allowed, subject to
fulfillment of certain requirements such as: (i) the maintenance of a regular securities account that shows the
transaction records of the trader, (ii) the maintenance of a margin trading or short selling financing securities
account, and (iii) an initial deposit of at least Rp.200,000,000 into the margin trading or short selling financing
securities account. Under the prevailing laws, only a member of the IDX that has obtained approval from the
IDX can enter into a short selling transaction or margin transaction. Furthermore, the IDX may cancel a
transaction if proof exists of fraud, market manipulation or the use of insider information. The IDX may also
suspend trading if there are indications of fraudulent transactions or artificial inflation of share prices, misleading
information, use of insider information, counterfeit securities or securities blocked from trading, corporate
actions or any other material event. The IDX may suspend trading of certain securities or suspend certain
members of the stock exchange.
Members of the IDX charge a brokerage fee for their services, based on an agreement with their clients of up to a
maximum of 1% of the transaction value. When conducting share transactions on the IDX, exchange members
are required to pay a transaction levy equal to 0.018% of each transaction value (subject to a minimum fee of
Rp.20 million a month) for transaction of share and other registered securities, 0.009% of each transaction value
for clearing fees and 0.003% of each transaction value for settlement fees. Exchange members generally pass on
the cost of this levy to their clients. Clients are also responsible for paying a 10% value-added tax on the amount
of the brokerage fee and transaction levy. Indonesian sellers are also required to pay a withholding tax of 0.1% of
the total transaction value, and an additional of 0.5% for founder shares. A stamp duty of Rp.3,000 is also
payable on any transaction with a value between Rp.250,000 and Rp.1,000,000 and a stamp duty of Rp.6,000 is
payable on every transaction with a value of more than Rp.1,000,000. See “Taxation.”
Shareholders or their appointees may request, at any time during working hours, the issuer or a securities
administration bureau appointed by the issuer to register their share in the issuer’s registry of Shareholders.
Reporting of share ownership to OJK is mandatory for Shareholders and members of an issuer’s board of
directors or board of commissioners, whose ownership has reached 5.0% or more of an issuer’s issued and fully
paid-up capital, upon meeting such ownership threshold or upon a change of the level of one’s ownership of an
issuer, and such reporting must occur at the latest within ten days of changes to such ownership.
The following table sets forth certain information on the IDX for the years indicated.
Six months ended
Year ended December 31 June 30
2014 2015 2016 2017 2018 2019

Market capitalization
(Rp. billion) . . . . . . . . . . . . . . . 5,228,043 4,872,702 5,753,613 7,052,389 7,023,497 7,243,045
Total Trading volume
(million shares) . . . . . . . . . . . . 1,327,016 1,446,314 1,925,420 2,844,846 2,536,279 1,666,421
Average daily trading volume
(million shares) . . . . . . . . . . . . 5,484 5,928 7,827 11,953 10,568 14,366
Total Trading value
(billion Rp) . . . . . . . . . . . . . . . 1,453,392 1,406,362 1,844,588 1,809,592 2,040,086 1,166,282
Average daily trading value
(Rp. billion) . . . . . . . . . . . . . . . 6,006 5,764 7,498 7,603 8,500 10,054
Number of listed companies . . . . 506 521 537 566 619 634
Source: IDX Summary Statistics

Offering, Listing and Reporting Regulations


OJK regulates and monitors securities issues that are publicly offered or listed in Indonesia. Initial securities
offerings are generally conducted as underwritten public offers for sale by subscription. OJK regulates offering
and allocation procedures.
Unless waived, companies are required to meet certain historical financial requirements in order to become listed
on the IDX which are set out in the Amendment of Rule No. I-A, attachment to the Decision of the Board of

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Directors of IDX No. Kep-00183/BEI/12-2018 dated December 26, 2018, on the Listing of Shares and Equity-
Linked Securities other than Shares Issued by Listed Company which came into force December 27, 2018 (“IDX
Listing Regulation No. I-A”), which revoked some of the provisions in the Decision of the Board of Directors
of Indonesian Stock Exchanges No. Kep-00001/BEI/01-2014 dated January 20, 2014 regarding the Amendment
of Regulation I-A regarding Listing of Shares and Equity-Linked Securities other than Shares Issued by Listed
Company as the previous IDX Listing Regulation No. I-A.
Listed companies are required to submit to OJK and the IDX, among other things, the following documents:
• an annual report to be submitted no later than four months after the end of the financial year of the company;
• financial statements for the last three years consisting of:
(i) an annual financial report audited by an accountant registered with OJK, to be submitted no later than
three months after the date of such report;
(ii) any of the following mid-year reports: (a) a mid-year report (unaudited), to be submitted no later than one
month after the date of such report; (b) a mid-year report with limited review by an accountant registered
with OJK, to be submitted no later than two months after the date of such report; or (c) a mid-year report
audited by an accountant registered with OJK containing a full opinion on the fairness of such report, to
be submitted no later than three months after the date of such report; and
(iii) quarterly reports, the preparation of which is required by the rules of the IDX, to be submitted to the IDX
no later than one month after the date of such report for a non-audited report, two months after the date of
such report for a limited audit report, and three months after the date of such report for a fully audited
report;
• material information that is important and relevant according to OJK regulations and which may affect the
value of the security or an investment decision, which includes a merger, spin-off, acquisition, consolidation,
stock split, combination of stock, distribution of interim dividends, delisting or relisting, change in direct or
indirect control, change in management, repayment of debt securities, purchase or sale of material assets,
replacement of public accountant, replacement of trustee, material legal claims, supervision of a relevant
regulator which may affect the business, business restriction by a relevant regulatory agency, debt
restructuring, any material event which may cause additional financial obligations or cause a disrupt to revenue
and other important information possibly affecting share prices on the exchange; such information must be
submitted to OJK and announced publicly no later than two working days after such information is found;
• a copy of any amendment to a company’s articles of association;
• the purpose of the utilization of net proceeds from the initial public offering;
• notice of any change in the composition of a company’s board of directors or board of commissioners;
• report on shareholding and any change in shareholding which applies only to a shareholder that owns 5% or
more of the paid-up capital of the company;
• report on shareholding and any change in shareholding of the director or commissioner of a public company in
such public company;
• notice on appointment and replacement of corporate secretary; and
• notice of any material deviation from projections published by the listed companies.
Based on OJK Regulation No. 7/POJK.04/2017 on Registration Statement Documents in Public Offerings of
Equity Securities, Debt Securities or Sukuk, a company that wishes to submit a registration statement to OJK in
relation to a public offering of equity securities, debt securities or Sukuk is required to submit audited financial
statements by a public accountant presented in accordance with the provisions of laws and regulations in the
capital market sector governing the presentation and disclosure of the financial statements of issuers or public
companies and the provisions of laws and regulations in the capital market sector governing the accounting
guidelines of securities companies.
In addition, the annual financial statements submitted to OJK for any subsidiary of a listed company must be
audited by a public accountant if the subsidiary in question fulfills any of the following requirements:
• such subsidiary is a public company;
• such subsidiary is engaged in a line of business related to the generation of public funds;
• such subsidiary issues an acknowledgement of indebtedness;

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• such subsidiary has assets equal to or greater than Rp.25 billion;
• the terms of any such subsidiary’s existing debt require it to audit its annual financial statements;
• such subsidiary is a state enterprise; or
• such subsidiary is otherwise required by law to do so.
Insider trading, fraud and market manipulation of securities are prohibited under Indonesian capital markets laws.
In such circumstances, a transaction may be canceled or suspended by the IDX or OJK may suspend or revoke
the license of the capital market supporting institution and supporting professionals involved. A party engaging
in: (i) misleading conduct, fraud or falsification in connection with the sale of securities; (ii) other actions to
mislead the public regarding trading activities, market conditions or price; or (iii) insider trading is liable for the
loss incurred and may face a fine of up to Rp.15 billion and imprisonment of up to ten years.

Scripless Trading
On December 23, 1997, a private limited company, the Indonesian Central Securities Depositary, or KSEI, was
established to serve as the Indonesian central securities clearing house. On November 11, 1998, KSEI obtained a
license from OJK (previously BAPEPAM) to act as an approved central securities depositary and settlement
institution. The shareholders of KSEI currently comprise 27 securities firms, nine custodian banks, four Share
Registrars, the IDX and PT Kliring dan Penjaminan Efek Indonesia (“KPEI”). In 2000, KSEI introduced the
Central Depositary and Book Entry Settlement System (“C-Best”), a computerized system for the registration
and settlement of securities.
In 2000, OJK (previously BAPEPAM) implemented regulations to provide for the scripless trading system.
Under the scripless system, a member broker, sub-broker or local custodian (“KSEI Participant”) may deposit
with KSEI certificates evidencing ownership of securities upon making KSEI the registered holder of those
securities. Any institution becoming a KSEI participant, is required to open at least one account with KSEI for
deposit, withdrawal or transfer of securities. After KSEI has accepted a deposit of any securities, it will hold such
securities on behalf of its participants’ clients and, as such, investors obtain a beneficial (rather than direct)
interest in the shares, which is convertible into a physical share certificate at the direction of the investor. Thus,
to establish ownership rights, each holder of an account for deposit, withdrawal and/or transfer of securities
(“KSEI Account Holder”) is obliged to maintain a list of the owners of securities deposited with it. Sales and
purchases of securities are settled on the relevant securities deposit account via a computer system. At the end of
each trading day, KSEI delivers a statement showing the balance of securities held for each participant.
A company that intends to register its securities with KSEI enters into a standard registration agreement with
KSEI. Subsequently, KSEI Account Holders or KSEI Participants must issue confirmations for the benefit of
KSEI for the entire value of the securities deposited with KSEI.
Securities registered with KSEI are recorded and administered electronically in securities accounts opened with
KSEI (“KSEI Securities Accounts”) and KSEI Account Holders administer deposits, withdrawals and transfers
of securities through their KSEI Securities Accounts. Parties that are eligible to become KSEI Account Holders
are (i) securities companies, (ii) custodian banks and (iii) other parties determined by the prevailing capital
market laws and regulations. In addition, any institution becoming a KSEI Participant is required to open at least
one securities account with KSEI. Each KSEI Account Holder who maintains customers’ securities and funds
must also open sub-accounts for the deposit of securities and funds on behalf of their customers.
In accordance with the KSEI rules on Central Depository Services, C-Best is the central computerized system for
depository services and the settlement of securities transactions by book entry settlement. C-Best is provided by
KSEI to KSEI Account Holders. Sales, purchases and conveyances of securities are settled through the C-Best
system by setting off the relevant securities in the appropriate KSEI Securities Accounts. At the end of each
trading day, KSEI delivers, through the C-Best system, a statement to each KSEI Account Holder showing the
balance of securities held by that KSEI Account Holder.
Under a circular letter issued by Bapepam-LK dated November 23, 2001, issuers of shares were required to
register their shares with the central depositary prior to June 30, 2002. Pursuant to OJK Regulation
No. 74/POJK.04/2017 on Sub-Securities Accounts in the Depository and Settlement Institution which came into
effect on December 22, 2017, each KSEI Participant holding securities on behalf of a client is required to:
• establish a securities sub-account on behalf of each client and record each client’s securities account in such
sub-account;
• ensure that the balance in the customer‘s security account in the KSEI Participant’s book is always equivalent
with the balance in the sub-account with KSEI;

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• take measures to ensure that the identity of each client is properly recorded by the KSEI Participant; and
• take measures to ensure that the securities sub-account balance of each client is and remains correct.

How KSEI is Regulated and Managed


KSEI is a self-regulating organization and is licensed and regulated by OJK. Under KSEI’s rules, securities
companies or custodian banks fulfilling certain criteria and authorized by OJK may become KSEI Participants.
The principal shareholders of KSEI are large custodian banks, securities companies, broker dealers, share
registrars, the IDX and KPEI. In the scripless system, the role of KSEI is to settle the transaction and act as
central securities depositary, while fund settlement is conducted by KPEI.
KSEI is managed by a board of directors as supervised by a board of commissioners who are subject to the
provisions of the Company Law. KSEI is also a member of several international associations that are related to
securities depositories, including the Association of National Numbering Agency, the International Society of
Securities Administrators, the Society for Worldwide Inter-bank Financial Telecommunication and Asia Pacific
Central Securities Depositories Group.
OJK sets strict standards for the internal controls of KSEI. These standards call for daily reconciliation of
account balances between KSEI and the issuers whose securities are held in the name of KSEI. This daily
reconciliation is required to be verified continuously by the head of the audit unit of KSEI who must report this
verification to the board of Directors of KSEI. Each KSEI Participant has the right to send auditors to KSEI to
verify the reconciliation of its accounts with those of KSEI including the right of the KSEI Participant to send
auditors to verify the registry of the securities on the books of the issuer.
The internal control systems of KSEI are required to be audited annually by an independent accountant with
international experience and an international reputation, including a review of the protections against fraud,
embezzlement, natural disruptions and electronic damage. This report is to be sent to all KSEI shareholders along
with KSEI’s annual report.
The regulations call for a number of fundamental security measures to ensure the integrity of KSEI:
• access to the data processing functions, record-keeping functions and customer account services areas of KSEI
is required to be restricted;
• KSEI must have a primary computer and back-up computer at a different location that allows continued
processing within two hours of a breakdown of the primary computer;
• duplicate electronic records are required to be maintained in repositories that are at least 30 kilometers apart
from each other;
• software development and maintenance are required to be segregated from data processing operations; and
• a special security division of KSEI’s own funds is required to be segregated from data processing operations,
all debits and credits to securities accounts must be based on instructions of account holders and controlled by
a division that is separate from the data processing division.
In addition to the oversight of internal controls and specific regulations regarding recovery and security, the legal
basis for securities accounts permits recovery of an investor’s assets even in the event of destruction of all
records of KSEI. This is done based on investor’s confirmations and statements and records of the issuer, all of
which are maintained independently from records of KSEI. With daily reconciliation of key records, strong
internal control supervision by major banks, special security measures, and legal safeguards, recovery is possible
even if there is a catastrophic occurrence.

Transfer of Shares
Transfers of listed shares on the IDX are governed by the Company Law and IDX Rules. Under the Company
Law, as a general matter, ownership of shares is based on the registration of ownership in the relevant company’s
share register. To be valid against the issuing company, a request for an entry of the transfer into a shares register
must be received by the company. To be valid against a third party, the entry of the transfer must actually be
made into the share register.
Transfers of scripless shares are made by way of appropriate instructions to the relevant brokers, sub-brokers or
custodians with whom the transferor and the transferee involved maintain securities accounts in accordance with
the individual arrangements with such brokers, sub-brokers or custodians. Upon receipt of such instructions, the
relevant brokers, sub-brokers or custodians will, in accordance with such arrangements, effect the relevant
changes in the register they are required to maintain for rights and entitlements purposes.

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As at June 30, 2002, only shares held through KSEI (and which have not been pledged, foreclosed upon based on
a court order or seized for the purpose of criminal proceedings) may be traded on the IDX.
Securities transaction settlement services are part of the central depository services provided for the fulfillment of
the rights and obligations as the results of stock exchange transactions or over-the-counter transactions by means
of the transfer of securities and or funds between securities accounts. The settlement of stock exchange
transactions is performed by KSEI based on transfer instructions received from a selling Clearing Member
(defined as a member of the stock exchange registered as the KSEI Clearing Member). Alternatively, the KSEI
may settle over-the-counter transactions based on a transfer instruction from a selling KSEI Account Holder and
acceptance from a buying KSEI Account Holder and the availability of sufficient securities in the sub-account,
which must include the requirement of payment or without payment. Upon the complete transfer of securities and
or funds, KSEI submits a report to KPEI or to the Clearing Member on the settlement of stock exchange
transaction and confirmation is given to the relevant KSEI Account Holder on the settlement of over-the-counter
transactions.
A transfer of more than 50% of the issued shares of a public company or the acquisition of direct or indirect
control of the management of a public company will be deemed to be an acquisition of a public company and
trigger a tender offer by the new controlling shareholder. The new controlling shareholder will have to conduct a
tender offer for all the other shares in the public company, except for: (i) shares owned by shareholders who are
acting in conjunction with the new controlling shareholders, (ii) shares owned by other parties who have received
an offer on the same terms and conditions from the new controlling shareholder, (iii) shares owned by other
parties who are conducting a tender offer at the same time on the same company’s shares, (iv) shares owned by
the principal shareholders, and (v) shares owned by the other controlling shareholders in the public company. If
the tender offer results in the new controlling shareholder holding more than 80% of the total paid-up capital in
the public company, the new controlling shareholder must transfer or refloat a certain amount of the shares to the
public so that at least 20% of the total paid-up shares in the public company is owned by the public and spread
among at least 300 parties within two years after the completion of the tender offer.

Reporting Requirements
According to OJK Regulation No. 11/POJK.04/2017, dated March 14, 2017 on the Report of Ownership or
Changes to Share Ownership in Public Company, all director and commissioner of a listed company or a public
company must report to OJK with regard to his ownership or the changes of ownership of the shares in the listed
company or public company within 10 calendar days of the transaction. Such reporting obligation also applies to
a shareholder that directly or indirectly owns 5.0% or more of the issued and the paid-up capital in the public
company. For the said shareholders, the obligation shall be applicable to any change of at least 0.5% of the issued
and paid up capital in the public company.
Any such report shall contain the following information:
• the name, address and nationality of the relevant person;
• the name of the shares of the Public Company;
• the amount of the shares and percentage of share ownership prior to and following a transaction;
• the amount of shares purchased or sold;
• the price of the shares purchased or sold;
• the date of the purchase or sale;
• the purpose of the purchase or sale;
• status of ownership (directly or indirectly); and
• in the event that the shares are indirectly owned, information on the shareholder listed in the shareholders
register of the Public Company for the interest of the ultimate beneficial owner.
A copy of such report must be made available to the public and can be duplicated at OJK’s office.

OJK Regulation on Annual Reporting Requirements


OJK Regulation No. 29/POJK.04/2016, dated July 29, 2016, on Annual Reporting Requirements for Issuer or
Public Company governs the submission timeframe and contents of the annual reports of public companies
(“OJK Regulation No. 29/2016”).
OJK Regulation No. 29/2016 substantially deals with procedural and technical matters related to corporate,
accounting information. OJK Regulation No. 29/2016 contains a mandatory requirement for a public company to

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reveal its ultimate principal or controlling shareholder, clearly spelled out in diagrammatic or chart form. In
addition, OJK has issued Circular Letter No. 30/SEOJK.04/2016, on the Form and Contents of Annual Reports
for Issuers and Public Companies, which was issued on the August 3, 2016 as the implementing regulation for
OJK Regulation No. 29/2016, (“OJK Circular Letter No. 30/2016”). OJK Circular Letter No. 30/2016 sets out
in detail the requirements for the form and contents of annual reports. In accordance with OJK Circular Letter
No. 30/2016, issuer or public company must prepare its annual report available in the following forms: (i) printed
form (hardcopy), in which the report is printed in high quality, A4 paper, properly bound and able to be
duplicated and (ii) electronic file (softcopy) in pdf format. Failure to comply with these requirements may result
in administrative sanctions ranging from a written warning to revocation of business license.

Corporate Social Responsibility


OJK Regulation No. 29/2016 and OJK Circular Letter No. 30/2016 include a corporate social responsibility
reporting requirement, including the need to supply information on: environmental responsibility (such as, the
use of environmentally friendly/recyclable materials, renewable energy, waste treatment, environmental
classification, etc.), labor, and occupational health and safety issues (such as, gender equality, employee
turnover, education and training, occupational accidents, remuneration, etc.), social and community development
(such as, employment of local manpower, community empowerment, provision of social infrastructure,
donations, etc.), and product responsibility (product information, response to consumer complaints, etc.). In
addition, corporate social responsibility activities must be reported in a dedicated section of the annual report.
OJK Regulation No. 29/2016 and OJK Circular Letter No. 30/2016 operate alongside Article 74 of the Company
Law, as elaborated by Government Regulation No. 47 of 2012, dated April 4, 2012, on Companies Corporate
Social Responsibility, which makes Indonesia one of the few countries in the world to practice mandatory
corporate social responsibility. There are also no generally applicable sanctions that have been implemented for
companies that fail to comply with this directive.

Additional Disclosures
OJK Regulation No. 29/2016 and OJK Circular Letter No. 30/2016 also requires the disclosure of information on
employee/management stock options, if any, including information on the amount of shares and/ or option,
timeframes implementation, participation requirements, and the implementation prices at which such options are
exercised. In addition, a description must be given of the company’s code of ethics (if any), including the key
provisions of the code, how it is familiarized to employees, and information on corporate culture. Furthermore,
OJK Regulation No. 8/POJK.04/2015, dated June 25, 2015 on Issuer or Public Company Websites, requires
issuer or public companies to provide information in Bahasa Indonesia and one other language, at least the
English Language. The minimum information to be disclosed in the website is: general information of the
company, information for investors, information concerning good corporate governance, and information
concerning corporate social responsibility.

Corporate Governance of Public Companies


On November 17, 2015, OJK issued OJK Regulation No. 21/POJK.04/2015, on the Implementation of Corporate
Governance Guidelines for Public Companies (“OJK Regulation No. 21/2015”), which sets out several
requirements on good corporate governance for public companies. Pursuant to OJK Regulation No. 21/2015,
public companies are obliged to implement corporate governance guidelines set by the OJK, and are required to
disclose information on the implementation of the recommendations mentioned in the GCG Guidelines in their
annual report. The GCG Guidelines are contained in the OJK Circular Letter No. 32/SEOJK.04/2015 dated
November 17, 2015, on the Corporate Governance Guidelines for Public Companies.
The GCG Guidelines provide several recommendations to assist public companies with implementing good
corporate governance principles, including: to set self-assessment procedures for the board of directors and board
of commissioners, to issue an internal policy on whistleblowing system, to provide and retain summaries of the
resolutions of the general meetings of the shareholders on the company’s website for at least one year.
In the event that a public company does not implement the GCG Guidelines, such a public company is required
to provide an explanation on the underlying reason as to why the public company does not implement the GCG
Guidelines.
Failure to implement the GCG Guidelines may be subject to administrative sanctions imposed by the OJK, such
as a written warning and a fine.

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IDX Listing, Relisting, Delisting and Corporate Governance Rules
The IDX listing rules for equity securities and regulations are aimed at enhancing good corporate governance and
clarifying listing, relisting and delisting criteria, sanctions for violation of stock exchange rules and e-reporting
and monitoring.
The listing rules also introduced the two-board system, comprising the Main Board and the Development Board.
The Main Board serves as the flag-carrier of the IDX and is intended for companies fulfilling regional listing
standards relating to size, track record and net tangible assets. The Development Board allows both large and
small companies with prospects but who do not qualify to list on the Main Board yet, as well as companies in the
recovery phase, to be listed on the IDX.
Under the IDX listing rules, a company is deemed qualified to undertake an initial listing on the Main Board if it
fulfills certain requirements, including:
• having status as a limited liability company;
• having a registration statement declared effective by OJK;
• having a share price at the time of initial listing valued at least Rp.100 per share;
• having and being committed to an underwriting agreement with respect to a public offering in full
commitment;
• registering its equity at the Indonesia Central Securities Depository;
• until the listing application date, operating for at least 36 consecutive months in the same core business
activity;
• recording operating income for the last three fiscal years and recording operating profit for at least the latest
financial year;
• having audited financial statement for the last three fiscal years, having the last two audited financial
statements and the last audited interim report (if any) obtained without modification;
• having net tangible assets of at least Rp.100 billion;
• having shares owned by minority shareholders immediately after the initial listing within five stock exchange
days before the listing application which are at least 300 million shares in number and meet the following
conditions: (i) at least 20% shares of the paid-up capital for a company which has an equity value of less than
Rp.500 billion before listing; (ii) at least 15% shares of the paid-up capital for a company which has an equity
value ranging from Rp.500 billion to Rp.2 trillion before listing; or (iii) at least 10% shares of the paid-up
capital for a company which has an equity value of more than Rp.2 trillion before listing; and
• having at least 1,000 shareholders, each holding a securities account with the following conditions: (i) in the
case of a prospective listed company conducting a public offering, the number of shareholders is the same with
the amount during the initial public offering; and (ii) in the case of a prospective listed company from a current
public company, the number of shareholders is of the shareholders no later than 1 (one) month before the
listing application.
Under the listing rules, a company is deemed qualified to undertake an initial listing on the Development Board
if it fulfills certain requirements, including:
• having status as a limited liability company;
• having a registration statement declared effective by OJK;
• having a share price at the time of initial listing valued at least Rp.100 per share;
• having and being committed to an underwriting agreement with respect to a public offering in full
commitment;
• registering its equity at the Indonesia Central Securities Depository;
• until the listing application date, operating for at least 12 consecutive months in the same core business
activity;
• recording an operating income for at least the latest financial year;
• having an audited financial statement covering at least twelve months and the last audited interim report (if
any) obtained without modification;

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• having either (i) net tangible assets of at least Rp5 billion; (ii) operating profit for the last financial year
amounted at least Rp1 billion and a capitalization value of the shares is at least Rp100 billion before the listing;
or (iii) an operating income for the last financial year amounted at least Rp40 billion and a capitalization value
of the shares is at least Rp200 billion before the listing;
• having shares owned by minority shareholders immediately after the initial listing within five stock exchange
days before the listing application which are at least 150 million shares in number and meet the following
conditions: (i) at least 20% shares of the paid-up capital for a company which has an equity value of less than
Rp500 billion before the listing; (ii) at least 15% shares of the paid-up capital for a company which has an
equity value ranging from Rp500 billion to Rp2 trillion before the listing; or (iii) at least 10% shares of the
paid-up capital for a company which has an equity value of more than Rp2 trillion before the listing; and
• having at least 500 shareholders, each holding a securities account with the following conditions: (i) in the case
of a prospective listed company conducting a public offering, the number of shareholders is the same with the
amount during the initial public offering; and (ii) in the case of a prospective listed company from a current
public company, the number of shareholders is shareholders no later than 1 (one) month before the listing
application.
The rules allow a company listed in the Development Board, to be promoted to the Main Board if it fulfills the
requirements for listing on the Development Board.

Delisting
Pursuant to the Decision of the Board of Directors of JSX No. Kep-308/BEJ/07-2004 dated July 19, 2004
regarding Delisting and Relisting of Shares in the Stock Exchange, a company can be delisted voluntarily or
involuntarily by the stock exchange. A company can be delisted involuntarily by the stock exchange if it fulfills
one of the following conditions: (i) it suffers certain conditions which adversely affect the going concern of the
company, financially or legally, or adversely affect the continuing status of the company as a publicly listed
company and the company has not shown any sufficient remedial actions; or (ii) its shares are suspended from
the regular market and the cash market and may only be traded in the negotiation market for at least the last
24 months.

Independent Commissioner, Internal Audit and Audit Committee


Pursuant to OJK Regulation No. 55/2015, public companies must have an audit committee comprised of at least
three members, one of whom must be an independent commissioner of the listed company who will serve as
chairman of the audit committee. The other members must also be independent persons, at least one of whom
must be an expert in accounting and/or finance.
The following persons are prohibited from becoming members of the audit committees of a listed company:
• any insider person of the public accountant, legal counsel or other party who give audit, non-audit and/or other
consultation services to the company in the last six months before his appointment as a member of the audit
committee;
• any party that has the authority and responsibility to plan, direct or control the activity of the listed company in
the last six months before his appointment as a member of the audit committee, except an independent
commissioner;
• any party which owns shares, either directly or indirectly, in the listed company, and in the event that a member
of the audit committee acquires shares as the result of a legal action, then he must dispose of such shares within
six months from such acquisition;
• any party which has a family relationship, either by marriage or blood, up to second degree vertically or
horizontally with any commissioner, director or principal shareholder of the listed company; or
• any party which has business relationship which is directly or indirectly related to the listed company’s
business activity.
In addition to the above, each member of the audit committee must:
• have high integrity, ability, knowledge, and adequate experience (including any relevant educational
qualifications) and good communications skills;
• be capable of reading and understanding financial reports, the company’s business (particularly in relation to
the service or business operations of the company), audit processes, risk management, and capital markets, and
the prevailing rules and regulations, and at least one member of the audit committee must have an educational
qualification in accountancy or finance;

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• comply with the code of ethics of the audit committee, as adopted by the company; and
• commit to enhancing his/her professional knowledge through education and training.
Along with the requirement to have an audit committee, public companies must also have an internal audit unit
pursuant to the OJK Regulation No. 56/2015. The internal audit unit must be comprised at least of one or more
internal auditor, and such internal audit shall act as the chairman internal audit unit.

Corporate Secretary
As stipulated in OJK Regulation No. 35/POJK 04/2014 dated December 8, 2014, on Corporate Secretary of
Issuer or Public Company, a listed company is required to have a corporate secretary.
The function of a corporate secretary is performed by one of the directors of the listed company, or an official of
the listed company designated to carry out such function. The corporate secretary acts as a liaison or contact
person between the listed company, government authorities (including OJK) and the public. The corporate
secretary must have access to material and relevant information relating to the listed company and must be
familiar with all statutory regulations relating to capital markets, particularly on disclosure matters.

Nomination and Remuneration Committee


Under OJK Regulation No. 34/POJK.04/2014 on Nomination and Remuneration Committee of the Issuer or
Public Company dated December 8, 2014, an issuer or a public company is required to have the function of
nomination and remuneration conducted by the board of commissioners. The board of commissioners may form
a nomination and remuneration committee consisting of, at least, three members, with an independent
commissioner acting as the head of the committee, while the other members may be coming from (i) the board of
commissioners, (ii) outside the relevant issuer or public company, or (iii) the managerial positions under the
board of directors in charge of human resources. In addition, a member of the board of directors is not allowed to
be appointed as a member of the nomination and remuneration committee. The committee is appointed and
dismissed by the board of commissioners’ decision.
Further, the nomination and remuneration committee is responsible for:
• providing recommendations to the board of commissioners concerning (i) the composition of the board of
directors and/or board of commissioners, (ii) policies and criteria required in the nomination process,
(iii) policies on the performance evaluation for the board of directors and/or the board of commissioners,
(iv) remuneration structure, (v) remuneration provisions, and (vi) the amount of the remuneration;
• assisting the board of commissioners in conducting evaluations to the performance of the board of directors
and/or the board of commissioners pursuant to evaluation standards;
• providing recommendations to the board of commissioners regarding skill development program for the board
of directors and/or board of commissioners;
• proposing the qualified candidates for members of the board of directors and/or board of commissioners to be
submitted to the general meeting of shareholders;
• providing recommendations to the board of commissioners on remuneration; and
• assisting the board of commissioners in conducting evaluations on the performance of the board of directors
and/or the board of commissioners pursuant to the remuneration received by the board of directors and/or the
board of commissioners.

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TAXATION
The following summary is based on tax laws of Indonesia as in effect on the date of this Offering Circular, and is
subject to changes in Indonesian law, including changes that could have retroactive effect. The following
summary does not take into account or discuss the tax laws of any countries other than Indonesia. Prospective
purchasers in all jurisdictions are advised to consult their own tax advisors as to Indonesian or other tax
consequence of the purchase, ownership and disposition of the Offer Shares.

Indonesian Taxation
The following is a summary of the principal Indonesian tax consequences of the ownership and disposition of
shares for a non-resident individual or non-resident entity (a “Non-Indonesian Holder”) that holds shares in an
Indonesian company. It does not purport to be a comprehensive description of all the tax considerations that may
be relevant to a decision to purchase shares. A “non-resident individual” is a foreign national who does not reside
in Indonesia or is not physically present in Indonesia for more than 183 days during any 12-month period, during
which period, such non-resident individual receives income in respect of the ownership or disposition of the
shares (unless an individual is deemed as a tax resident if he intends to reside in Indonesia, indicated by obtaining
a working visa or limited stay permit card (KITAS) or having a contract of employment, business, or activities
that are performed in Indonesia for more than 183 days), and a “non-resident entity” is a corporation or
non-corporate body that is established under the laws of a jurisdiction other than Indonesia, is not domiciled in
Indonesia and does not have a fixed place of business or permanent establishment in Indonesia during an
Indonesian tax year in which such non-Indonesian entity receives income in respect of the ownership or
disposition of shares.

Taxation of Dividends
Dividends declared by our Company out of retained earnings and distributed to a Non-Indonesian Holder in
respect of Shares are subject to Indonesian withholding tax, currently at the rate of 20.0%, on the amount of the
distribution (in the case of cash dividends) or on the shareholders’ proportional share of the value of the
distribution (normally par value in the case of stock dividends). A lower rate that is provided under a double
taxation treaty (each such treaty, a “tax treaty”) between Indonesia and another country (a “tax treaty partner
country”) may be applicable, provided that such Non-Indonesian Holder meets the requirements under the
relevant tax treaty.
In order to benefit from the reduced rate under the relevant double taxation treaty, the Non-Indonesian Holder
must, among other things, fulfill the administrative criteria by providing a Certificate of Domicile Form which
satisfies the following conditions:
(1) in the form prescribed by the Directorate General of Taxes (“DGT”) (i.e. Form DGT);
(2) filled in correctly, completely and comprehensively by the Non-Indonesian Holder;
(3) signed or given a mark equivalent to a signature by the Non-Indonesian Holder in accordance to the
common practice in the tax treaty partner country or the tax treaty partner jurisdiction;
(4) legalized by the signature or a mark equivalent to a signature of the competent tax authority in accordance to
the common practice in the tax treaty partner country or the tax treaty partner jurisdiction;
(5) used for the period as set within the DGT form; and
(6) submitted by the resident tax withholder and/or collector at the same time as the relevant Monthly Income
Tax Return, by no later than the due date for lodgment of the relevant monthly tax return when such income
is subject to tax.
On November 21, 2018, the DGT issued a regulation No.PER-25/PJ/2018 (“PER-25”) which revised the anti-tax
treaty abuse rules. PER-25 revoked the previous regulation No.PER-10/PJ/2017 and took effect from January 1,
2019.
Pursuant to PER-25, the relevant sections of the Form DGT should be completed and signed by the
Non-Indonesian Holder (a “foreign taxpayer”) and the first page endorsed by the competent tax authority of the
jurisdiction where the Non-Indonesian Holder is domiciled (the “Relevant Tax Authority”). If the endorsement
on the first page of the Form DGT cannot be obtained from the Relevant Tax Authority, PER-25 allows foreign
taxpayers to submit a completed Certificate of Domicile (“CoD”) form issued by the Relevant Tax Authority to
be attached to the unendorsed Form DGT, provided that the following conditions are satisfied:
(a) the CoD is completed in the English language;

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(b) the CoD includes at least the following information:
(i) the name of the foreign taxpayer;
(ii) the date of issuance;
(iii) the relevant tax year for the CoD being submitted; and
(iv) the CoD is signed by an authorized signatory of the Relevant Tax Authority so authorized in
accordance with common practice in the tax treaty partner country or tax treaty partner jurisdiction.
The Form DGT reporting is now available online and must be submitted via the website of DGT. For the first
transaction between the foreign taxpayer and the party withholding Indonesian tax (the “WHT Party”) for the
tax period stated in the Form DGT, the foreign tax resident must provide the Form DGT to the related WHT
Party. Thereafter, the WHT Party inputs the information on the Form DGT to the DGT online system. Upon
submission, the WHT Party will receive an Electronic Receipt Note which is to be sent to the foreign taxpayer.
When the foreign taxpayer has received the Electronic Receipt Note, copies are required to be provided to other
Indonesian parties from whom the foreign taxpayer receives income, in accordance with the tax period stated in
the Form DGT. The WHT Party should prepare a withholding tax slip for every transaction made with foreign
taxpayers and attach the Electronic Receipt Note together with the Monthly Article 26 WHT Return for
submission. The Form DGT is valid for 12-month period crossing different fiscal years.

Tax Treaties and Entitlements to Benefits


Indonesia has concluded double taxation treaties with a number of countries including Australia, Belgium,
Canada, France, Germany, Japan, Luxembourg, Malaysia, the Netherlands, Singapore, Sweden, Switzerland, the
United Kingdom and the United States of America. The relevant tax treaty may also affect the definition of
non-resident party. Where a tax treaty exists, provided the eligibility requirements of that treaty are satisfied,
there is no misuse of the tax treaty and the administrative requirements under the domestic tax regulations are
met, a reduced rate of withholding tax may be applicable.
In addition to the above, to obtain the benefit of an applicable tax treaty, the recipient of dividend income must
also be the beneficial owner of the income and comply with the eligibility requirements of the treaty and the
specific requirements in Indonesia. In respect of withholding tax on dividends, the tax treaty rate may be applied
if the income recipient is not a tax resident of Indonesia, the administrative requirements for applying the tax
treaty provisions are fulfilled and there has been no tax treaty abuse by the offshore taxpayer. PER-25 stipulates
that a tax treaty rate is not applicable in the case of “misuse” of a tax treaty, even if the recipient of the income is
a tax resident of the tax treaty partner country.
Pursuant to the PER-25, tax treaty abuse does not take place if all of the following conditions are fulfilled:
1. if the foreign taxpayer is an individual, he or she does not act as an agent or nominee;
2. if the foreign taxpayer is an entity:
(a) there is economic substance in the establishment of the entity or the execution of the transaction;
(b) the legal form is the same as the economic substance in the establishment of the entity or the execution
of the transaction;
(c) the business activities are managed by its own management and the management has sufficient
authority to conduct the transactions;
(d) there are fixed and non-fixed assets (other than the assets generating income from Indonesia), which
are sufficient and adequate to conduct business activities in the treaty partner country or jurisdiction;
(e) it has sufficient and qualified personnel with certain expertise and skills in accordance with the line of
business(es) conducted by company; and
(f) it has activities or active businesses other than only receiving income in the form of dividend, interest
and/or royalty originating from Indonesia;
Active activities or business as stated in point 2(f) above, shall be activities or business actively performed by the
foreign taxpayers in accordance with the actual condition, which is indicated by the expenses incurred, efforts
done, or sacrifice occurred, which are directly related to the business or activities in order to obtain, collect, and
maintain income, including significant activities done by the Foreign Taxpayers to sustain the entity.
In the event that there are differences in the form of legal form of a transaction structure/scheme and the
economic substance, the taxation treatment is implemented in accordance with the prevailing provisions based on
the economic substance (substance over form).

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An individual or a company covered by the tax treaty is considered to be the beneficial owner of the relevant
income, if:
(a) for individual foreign taxpayers, they do not act as an agent or nominee; or
(b) for corporate foreign taxpayers, they do not act as an agent or nominee, or conduit, which must fulfill the
provisions:
(i) it has control in using or enjoying funds, assets, or rights, which can generate income from Indonesia;
(ii) not more than 50% of the corporate income is used to fulfill obligations to other parties (these
obligations do not include fair compensation payments to employees in relation to work, and payments
to other parties for normal business costs);;
(iii) it bears the risks of assets, capital, and/or liabilities; and
(iv) it does not have a written or unwritten obligation to provide part or all of the income derived from
Indonesia to another party.
If any of the above requirements are not satisfied, then according to the prevailing regulations issued by the
Indonesian Directorate General of Taxation a taxpayer’s entitlement to withholding tax benefits under an
applicable tax treaty will be voided and the Indonesian tax resident withholder is obliged to deduct 20% statutory
withholding tax rate.

Taxation on the Disposition of Shares


Pursuant to Government regulation No. 41 of 1994 regarding Withholding Tax on Income from Share Trading
Transactions on the Stock Exchange dated December 23, 1994 as amended by Government Regulation No. 14 of
1997 dated May 29, 1997, the sale of shares that are listed on an Indonesian stock exchange is subject to final
withholding tax of 0.1% of the gross amount of the transaction value, which should be withheld by the broker
handling the transaction.
Currently, the tax regulations for listed shares do not contain any provision in respect of treaty protections. In
practice, the 0.1% final withholding tax is applied irrespective of the fact that there may be treaty exemptions.
Indonesian tax authorities have a general rule regarding refunds, which may be used where there is an applicable
treaty exemption, subject to the approval of the Indonesian tax authorities.

Stamp Duty
According to Government Regulation No. 24 of 2000, an agreement or document that effects a sale of Indonesian
shares is subject to stamp duty of Rp.6,000 (six thousand Rupiah). The nominal amount of the Indonesian stamp
duty for any kind of securities transaction having a value greater than Rp.1 million is Rp.6,000 but this is reduced
to Rp.3,000 for transactions having a value between Rp.250,000 and Rp.1 million. Generally, the stamp duty is
due at the time the document is executed.

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PLAN OF DISTRIBUTION
The Combined Offering
We are offering up to 831,314,400 Offer Shares in the Combined Offering at the Offer Price. The Combined
Offering consists of the International Offering and Indonesian Offering. The closing of the International Offering
is conditional upon the closing of the Indonesian Offering and the listing of our Shares on the IDX.
The Offer Shares may be reallocated between the International Offering and the Indonesian Offering. The
Indonesian Offering will be conducted by PT Sinarmas Sekuritas as the Lead Domestic Underwriter. The
International Offering is being made outside the United States in reliance on Regulation S by Nomura Singapore
Limited, as International Selling Agent.

The International Offering


The Offer Shares are being offered through the Lead Domestic Underwriter’s arrangements with the International
Selling Agent to persons outside Indonesia and the United States in the International Offering in offshore
transactions in reliance on Regulation S under the Securities Act.
In connection with the International Offering, the Lead Domestic Underwriter and the International Selling Agent
have entered into a selling agency and managers’ agreement dated December 3, 2019 (the “Selling Agency
Agreement”), which provides for the coordination of their activities.
In connection with the International Offering, we have entered into an agreement dated December 3, 2019 (the
“International Coordination Agreement”) with the International Selling Agent which sets out the terms and
conditions upon which the International Selling Agent will solicit eligible investors resident outside Indonesia to
subscribe for the Offer Shares in the Combined Offering. The Offer Shares are being offered outside the United
States by the International Selling Agent in accordance with Regulation S under the Securities Act. Purchasers of
the Offer Shares in the International Offering may be required to pay stamp taxes and other similar charges in
accordance with the laws and practices of the country of purchase, in addition to the Offer Price.
If any of the Offer Shares are not subscribed for or purchased and paid for by subscribers pursuant to the
International Offering, the Lead Domestic Underwriter has agreed to subscribe for or purchase and pay for these
Offer Shares at the Offer Price.
The circumstances in which we and the International Selling Agent can terminate the International Coordination
Agreement are limited. See “—Cancellation of the Combined Offering” below.

The Indonesian Offering


In connection with the Indonesian Offering, we have entered into the Deed of Underwriting Agreement No.8
dated October 2, 2019, as amended by the Deed of Amendment of Underwriting Agreement No.22 dated
December 3, 2019, both made before Christina Dwi Utami, S.H., Notary in Jakarta (the “Underwriting
Agreement”), together with the Lead Domestic Underwriter, which sets out the terms and conditions upon which
the Lead Domestic Underwriter will offer the Offer Shares on behalf of us at the Offer Price.
No offer of Offer Shares is being made to citizens of Indonesia (wherever located) or residents of Indonesia
pursuant to this Offering Circular. The issue of Offer Shares to Indonesian citizens (wherever located) and/or
residents of Indonesia will be made pursuant to a prospectus filed with OJK.

Underwriting Allocations
The table below sets out the respective underwriting portions of the International Selling Agent and the Lead
Domestic Underwriter pursuant to the Combined Offering.
Number of Approx.
Offer Shares (%)

Sole Global Coordinator and International Selling Agent (pursuant to the


International Offering)
Nomura Singapore Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 410,650,800 49.4%
Lead Domestic Underwriter (pursuant to the Indonesian Offering)
Sinarmas Sekuritas(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 374,673,600 45.1%
Other Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,990,000 5.5%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 831,314,400 100.0%

(1) The number of Offer Shares includes the Indonesian public offering tranche and ESA Program allocation.

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Fees and Expenses
As compensation to the Lead Domestic Underwriter and the International Selling Agent for services performed in
connection with the Combined Offering, we have agreed to pay a base fee equal to 5.0% of the Offer Price
multiplied by the total Offer Shares. Investors in the Combined Offering who are subject to the fixed allotment
system will be required to pay a brokerage fee of 1.0% per Offer Share and may be required to pay stamp taxes
and other similar charges in accordance with applicable regulations.
We will reimburse the International Selling Agent and the Lead Domestic Underwriter for certain costs, fees and
expenses incurred in connection with or incidental to the Combined Offering and indemnify them against certain
liabilities in connection with the offer and sale of the Offer Shares.

Important Dates
The following events have taken place or are expected to take place on or about the following dates in connection
with the Combined Offering (subject to change, in particular depending on the timing of the declaration by OJK
on effectiveness of the registration statement):

Event Date

Effective date of OJK registration statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 11, 2019


Commencement of offer period in Indonesian Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . December 12, 2019
End of offer period in Indonesian Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 13, 2019
Allotment of Offer Shares to successful applicants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 17, 2019
Payment due by investors in the International Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . December 19, 2019
Settlement Date for the Combined Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 19, 2019
Listing of Shares on the IDX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 20, 2019

Registration with OJK


We submitted a registration statement to OJK on October 3, 2019 and second registration statement on
November 4, 2019. This registration statement is expected to be declared effective by the Chairman of OJK on or
about December 11, 2019, thereby permitting us to proceed with the Indonesian Offering and the listing of the
Shares.

Offering Period for the Indonesian Offering


The offering period for the Indonesian Offering will begin on December 12, 2019 and end on or about
December 13, 2019 (the “Offering Period”).
We expect the International Selling Agent and the Lead Domestic Underwriter, to make payment of the net
proceeds to us on or about December 19, 2019 and listing of our Shares on the IDX to occur on or about
December 20, 2019.

Application for Offer Shares


Each non-Indonesian citizen and non-Indonesian resident must properly complete and submit a share
subscription application form in order to be eligible to purchase the Offer Shares in the International Offering.
The International Selling Agent will be responsible for ensuring preparation of share subscription forms on
behalf of foreign investors purchasing Offer Shares through it in the International Offering. Share subscription
applications and allocations in connection with the Indonesian Offering are regulated by OJK regulations.
Share applications must be for a minimum amount of 100 Shares and multiples thereof. Each investor may only
submit one share application form. The International Selling Agent and the Lead Domestic Underwriter are
entitled to accept or refuse a share application in full or in part.
Multiple share applications submitted using more than one share application form may either be treated as a
single application for allotment purposes or treated, in full or in part, as invalid applications at the sole discretion
of the International Selling Agent and the Lead Domestic Underwriter.
Full payment by non-Indonesian citizens and non-Indonesian residents for the number of Offer Shares is
expected to be made on or about December 19, 2019. Information as to wire transfer instructions will be made
available by the International Selling Agent or the Lead Domestic Underwriter to eligible investors upon request.
All bank and transfer charges with respect to these payments will be borne by the investors.

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Allotment of Offer Shares
Fixed Allotment and Pooling
At the conclusion of the Offering Period, the allotment of the Offer Shares will be made by the Lead Domestic
Underwriter, acting as the allotment manager (the “Allotment Manager”), using a combined system of “fixed
allotment” and “pooling” in accordance with applicable Indonesian regulations. Under this rule, the Allotment
Manager may determine how to apportion the allotment of the Offer Shares between the “fixed allotment” and
“pooling” systems. The last date by which the Allotment Manager will determine the number of Offer Shares
allotted for each applicant is expected to be on or about December 17, 2019.
The International Selling Agent and the Lead Domestic Underwriter have determined that the equivalent of 99%
of the Offer Shares being offered will be subject to a fixed allotment system, subject to OJK’s approval. The
allotment of the equivalent of 1% of the Offer Shares being offered will be by a system of pooling.

Allotment to Foreign Institutions


There is generally no limit on the purchase of Shares by foreign institutions. Allocation to foreign institutions
will be on the same basis as to domestic institutions.

Delivery of Offer Shares


We expect that delivery of the Offer Shares will be made on or about December 19, 2019, which will be the
business day immediately following the expected date of final allotment of the Offer Shares in the Combined
Offering. The Offer Shares may not be traded by the purchasers thereof prior to the listing of the Offer Shares on
the IDX.

Cancellation of the Combined Offering


Between the declaration of effectiveness of the Offering by OJK and the end of the Offering Period, the
Indonesian Offering may only be terminated by an application made by the Company to OJK for its approval and
only under the following limited circumstances:
• the Indonesian Composite Index is down more than 10% on three consecutive exchange days on the IDX;
• in the event of natural disaster, war, riots, fire or labor strike occurs which may significantly affect our
business; or
• any other event occurs which, in the opinion of OJK in accordance with its regulations, may significantly affect
our business.
Prior to the close of and during the Offering Period, we and the International Selling Agent retain the right to
cancel the International Offering under certain circumstances pursuant to the International Coordination
Agreement. The closing of the International Offering is conditional upon the closing of the Indonesian Offering.
In addition, the International Coordination Agreement may be terminated in certain circumstances.

Lock-up Arrangements
We have agreed that, without the prior written consent of the International Selling Agent, we will not, during the
period ending 12 months after the Effective Date, (A) issue, offer, pledge, encumber, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend, hypothecate or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities
convertible into or exercisable or exchangeable for or which carry rights to subscribe or purchase Shares or file
any registration statement with respect to any of the foregoing, (B) enter into any swap, hedge, derivative or
other arrangement that transfers to another, in whole or in part, directly or indirectly, any of the economic
consequences of ownership of the Shares or any securities convertible into or exercisable or exchangeable for or
which carry rights to subscribe or purchase Shares, (C) deposit any Shares or any securities convertible into or
exercisable or exchangeable for or which carry rights to subscribe or purchase Shares in any depository receipt
facilities or (D) publicly announce any intention to do any of the above, regardless of whether any such
transaction described in clauses (A), (B) or (C) above is to be settled by delivery of Shares or such other
securities, in cash or otherwise. The above restrictions do not apply to the Offer Shares to be issued and sold
under the Combined Offering and any Shares allocated to employees under the ESA Program.
Each of UC Japan and Purinusa has agreed to similar restrictions for a period of six months following the
Effective Date.
In addition, we have agreed with the OJK not to issue or list any new Shares and/or other securities convertible to
Shares within the period of 12 months following the Effective Date.

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Registration of the Offer Shares in KSEI
The Offer Shares have been registered into the depository facilities of KSEI in accordance with the Agreement
for the Registration of Shares into Central Deposit entered into between KSEI and us on No.SP-089/SHM/
KSEUI/0919 dated October 14, 2019.
By registering the Offer Shares in KSEI, we will not issue individual share certificates to successful applicants,
but any Offer Shares allotted to an investor will be distributed electronically. In order to submit an application for
Offer Shares, each investor must hold a securities account with a securities company or custodian bank which is a
KSEI Participant to manage and administer any Shares allotted to it on the investor’s behalf.
At the end of the Offering Period, the Allotment Manager will undertake the allotment in the manner set out
above and report the allotment result to us. We will issue a KSEI confirmation of registration in our register of
the Offer Shares, in the name of KSEI, of the number of Offer Shares allotted as part of the Combined Offering.
We will then instruct KSEI to credit the International Selling Agent’s and the Lead Domestic Underwriter’s
securities accounts with KSEI to receive and hold the Shares allotted to the successful applicants. The
International Selling Agent and the Lead Domestic Underwriter will then instruct KSEI to distribute the number
of Offer Shares allotted to a successful applicant from their securities accounts to the securities account of the
relevant KSEI Participant.
As evidence of the allotment of the Offer Shares, the International Selling Agent and the Lead Domestic
Underwriter will deliver allotment confirmation forms to the KSEI Participants which must then be passed on to
the relevant investor, in exchange for a subscription receipt. Distribution of the allotment confirmation forms is
expected to occur at the latest two working days after the last day of the Offering Period. The International
Selling Agent will receive the allotment confirmation forms on behalf of investors purchasing Offer Shares
through them in the International Offering. Proof of ownership of the Offer Shares will be in the form of a
written confirmation letter from KSEI or the KSEI Participant charged with managing the relevant investor’s
Offer Shares.
The transfer of Shares held with KSEI will be by way of electronic book-entry between securities accounts. The
shareholder holding our Shares through KSEI will be entitled to withdraw its Shares from the central deposit and
receive a share certificate registered in its name. Only those Shares which are registered in KSEI will be tradable
on the IDX.
Article 60 of the Indonesian Law No. 8 of 1995 Concerning the Capital Market provides that all rights attaching
to Shares held with KSEI, including dividends and other ownership entitlements on securities, will be
automatically distributed by KSEI to a beneficial shareholder holding Shares through the depository system via
its KSEI Participant who holds the Shares on such beneficial shareholder’s behalf. The KSEI Participant is
obliged to open a sub-account in the name of the relevant customers and immediately pass such rights and
entitlements onto its customers.
Prior to any corporate action being taken by us, KSEI must provide details to us concerning the share
entitlements of all the beneficial shareholders on whose behalf Shares are held. A KSEI Participant is obliged to
notify a beneficial shareholder of the exercise of any pre-emptive rights, delivery of annual reports and other
notices by us as well as notices of general meetings of shareholders. The beneficial shareholder, the KSEI
Participant it holds the Shares through, or its legal representative has the right to be present and vote at our
general meetings of shareholders.
KSEI is obliged to give us details of the KSEI Participants holding Shares on behalf of beneficial shareholders
either:
• within one working day after the record date set for the purposes of assessing the identity of the shareholders
entitled to a dividend or other such rights attaching to Shares which have been declared by us; or
• prior to the holding of our general meeting of shareholders; or
• at our request based on an instruction from an authorized person or agency to us in accordance with the
prevailing laws and regulations.
A beneficial shareholder that wishes to obtain a share certificate may withdraw its Shares from the depository
once all of those Shares have been distributed to the securities account of its KSEI Participant. An application for
the withdrawal of Shares must be forwarded to KSEI by the KSEI Participant, on behalf of the beneficial
shareholder, in a specified form. Collective share certificates in the name of the shareholder will be issued to the
beneficial shareholder for any Shares that are withdrawn from KSEI no later than five business days from the
receipt of the withdrawal request by KSEI from the KSEI Participant, unless KSEI rejects the withdrawal of
Shares based on written orders from OJK or certain other authorized persons if required for the purposes of civil

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or criminal court proceedings. Only Shares remaining in KSEI, and which have not been pledged, foreclosed
upon based on a court order or seized for the purposes of criminal court investigation, can be traded on the IDX.
Investors wishing to trade withdrawn Shares on the IDX must convert the withdrawn Shares back into scripless
Shares and deposit the Shares with the KSEI. The process of depositing withdrawn Shares can take up to five
business days.

No Public Trading Market for Our Shares


Before this Combined Offering, there has been no public market for our Shares. The Offer Price was determined
through negotiations among us, the Lead Domestic Underwriter and the Sole Global Coordinator. In addition to
prevailing market conditions, the factors considered in determining the Offer Price were:
• the valuation multiples of publicly traded companies that the Lead Domestic Underwriter and the Sole Global
Coordinator and International Selling Agent believe to be comparable to us;
• our financial information;
• the history of, and the prospects for, us and the industry in which we compete;
• an assessment of our management, our past and present operations, and the prospects for, and timing of, our
future revenues; and
• the above factors in relation to market values and various valuation measures of other companies engaged in
activities similar to ours.
An active trading market for our Shares may not develop. It is also possible that after the Combined Offering, the
Shares will not trade in the public market at or above the Offer Price.

Other Relationships
The International Selling Agent and the Lead Domestic Underwriter and certain of their respective affiliates have
engaged in, and may in the future engage in, investment banking or financial consulting activities and other
commercial dealings in the ordinary course of business with us or with UC Japan. In addition, in the ordinary
course of business, the International Selling Agent and its affiliates may trade the Company’s securities or the
Securities of the Company’s affiliates or derivatives relating to the foregoing securities for its and/or its
affiliates’ own account and/or the accounts of customers. Such investments and trading activities may involve or
relate to securities and/or instruments of the Company, and/or persons and entities with relationships with the
Company. The Lead Domestic Underwriter is also an affiliate of Purinusa.

Selling Restrictions
General
The distribution of this Offering Circular and the offer of Offer Shares in certain jurisdictions may be restricted
by law and therefore persons into whose possession this Offering Circular comes should inform themselves about
and observe any restrictions, including those set out in the paragraphs that follow. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No action has been or will be taken in any jurisdiction other than the Republic of Indonesia that would permit a
public offering of the Shares, or possession or distribution of this Offering Circular or any other offering material
in any country or jurisdiction where action for that purpose is required. Accordingly, the Offer Shares may not be
offered or sold, directly or indirectly, and neither this Offering Circular nor any other offering material or
advertisement in connection with the Offer Shares may be distributed or published in or from any country or
jurisdiction except in circumstances that will result in compliance with any and all applicable rules and
regulations of any such country or jurisdiction. Persons into whose possession this Offering Circular comes
should inform themselves about and observe any restrictions on the distribution of this Offering Circular and the
offer of Offer Shares contained in this Offering Circular. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction. This Offering Circular does not constitute an
offer to purchase the Offer Shares to any person in any jurisdiction to whom it is unlawful to make such offer of
solicitation in such jurisdiction.
The Indonesian Offering will be made in compliance with the applicable rules of OJK.

Australia
The Australian Securities and Investments Commission (“ASIC”) has not reviewed this Offering Circular or
commented on the merits of investing in the Offer Shares nor has any other Australian regulator. No offer of

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Offer Shares is being made in Australia, and the distribution or receipt of this Offering Circular in Australia does
not constitute an offer of securities capable of acceptance by any person in Australia, except in the limited
circumstances described below relying on certain exemptions in the Corporations Act 2001 (Cth) of Australia
(the “Corporations Act”). This Offering Circular may only be provided in Australia to select investors who are
able to demonstrate that they are “wholesale clients” for the purposes of Chapter 7 of the Corporations Act and
fall within one or more of the following categories (“Exempt Investors”): “sophisticated investors” or
“professional investors”, who meet the criteria set out in, respectively, section 708(8) and section 708(11) and as
defined in section 9 of the Corporations Act, experienced investors who receive the offer through an Australian
financial services licensee, where all of the criteria set out in section 708(10) of the Corporations Act have been
satisfied or senior managers of the Company (or a related body, including a subsidiary), their spouse, parent,
child, brother or sister, or a body corporate controlled by any of those persons, as referred to in section 708(12)
of the Corporations Act.

Canada
The Offer Shares may not be offered or sold, directly or indirectly, in any province or territory of Canada or to or
for the benefit of any resident of any province or territory of Canada except pursuant to an exemption from the
requirement to file a prospectus in the province or territory of Canada in which the offer or sale is made and only
by a dealer duly registered under applicable laws in circumstances where an exemption from applicable
registered dealer registration requirements is not available.

Dubai International Financial Center


This Offering Circular relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai
Financial Services Authority. This Offering Circular is intended for distribution only to Persons of a type
specified in those rules. It must not be delivered to, or relied on by, any other Person. The Dubai Financial
Services Authority has no responsibility for reviewing or verifying any documents in connection with Exempt
Offers. The Dubai Financial Services Authority has not approved this Offering Circular nor taken steps to verify
the information set out in it, and has no responsibility for it.
The Offer Shares to which this Offering Circular relates may be illiquid and/or subject to restrictions on their
resale. Prospective purchasers of the Offer Shares offered should conduct their own due diligence on the Offer
Shares. If you do not understand the contents of this Offering Circular you should consult an authorized financial
adviser. The Offer Shares have not been and will not be offered, sold or publicly promoted or advertised in the
Dubai International Financial Center other than in compliance with laws applicable in the Dubai International
Financial Center, governing the issue, offering or the sale of securities.

European Economic Area


The Offer Shares have not been and will not be offered, sold or publicly promoted or advertised by the Sole
Global Coordinator in any Member State of the European Economic Area (“EEA”) which has implemented the
Prospectus Regulation (each, a “Relevant Member State”) other than in compliance with the Prospectus
Regulation or any other laws applicable in the EEA governing the issue, offering and sale of securities.
No action has been taken, or will be taken, in any Relevant Member State to permit an offer to the public of any
of the Offer Shares in that Relevant Member State. Accordingly, the Offer Shares are not being (and will not be)
offered and will not be allocated to any person in the EEA other than:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Regulation), subject to obtaining the prior consent of the Sole Global Coordinator for any such offer; or
(c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of Offer Shares shall result in a requirement for the publication of a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the
Prospectus Regulation.
For the purposes of this provision, the expression an “offer to the public” in relation to any Offer Shares in any
Relevant Member State means the communication to persons in any form and by any means, presenting
sufficient information on the terms of the offer and any Offer Shares to be offered so as to enable an investor to
decide to purchase or subscribe for any Shares. The expression “Prospectus Regulation” means Regulation (EU)
2017/1129.

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Hong Kong
This Offering Circular has not been approved by or registered with the Securities and Futures Commission of
Hong Kong or the Registrar of Companies of Hong Kong.
The Offer Shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any
document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance
(Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not
result in the document being a “prospectus” as defined in the Companies Ordinance (Winding Up and
Miscellaneous Provisions) (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the
meaning of that Ordinance; and (c) no advertisement, invitation or document relating to the Shares, which is
directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) other than with respect to Offer Shares which are or
are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined
in the Securities and Futures Ordinance and any rules made under that Ordinance has been or will be issued,
whether in Hong Kong or elsewhere.

Indonesia
This Offering Circular does not constitute a prospectus for a public offering of securities under Indonesian capital
market law and regulations. This Offering Circular may not be distributed or passed on within Indonesia or to
persons who are citizens of Indonesia or entities of or residents in Indonesia in a manner which constitutes a
public offering of securities under Indonesian capital market law and regulations.

Japan
The Offer Shares have not been, and will not be, registered under the Financial Instruments and Exchange Act of
Japan (Act No. 25 of 1948, as amended, (the “FIEL”) and disclosure under the FIEL has not been, and will not
be, made with respect to the Shares. The Offer Shares nor any interest therein may not be offered or sold directly
or indirectly, in Japan or to, or for the benefit of, any resident of Japan), or to others for reoffer or resale, directly
or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the
registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws,
regulations and ministerial guidelines of Japan.

Korea
The Company is not making any representation with respect to the eligibility of any recipients of this document
to acquire the Offer Shares therein under the laws of Korea, including, but without limitation, the Foreign
Exchange Transaction Law and Regulations thereunder.
The Offer Shares have not been and will not be registered under the Financial Investment Services and Capital
Markets Act of Korea (the “FSCMA”). Accordingly, the Offer Shares may not be offered, sold or delivered, or
offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to, or for the account or
benefit of, any resident of Korea (as such term is defined under the Foreign Exchange Transaction Law of Korea
and its Enforcement Decree), for a period of one year from the date of issuance of the Offer Shares, except
(i) where relevant requirements are satisfied, the Offer Shares may be offered, sold or delivered to or for the
account or benefit of a Korean resident which falls within certain categories of qualified professional investors as
specified in the FSCMA, its Enforcement Decree and the Regulation on Securities Issuance and Disclosure
promulgated thereunder, or (ii) as otherwise permitted under applicable Korean laws and regulations.
Furthermore, the Offer Shares may not be re-sold to Korea residents unless the purchaser of the Offer Shares
complies with all applicable regulatory requirements (including, but not limited to, governmental approval
requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in
connection with purchase of the Offer Shares.

People’s Republic of China


This Offering Circular may not be circulated or distributed in the People’s Republic of China (excluding, for the
purposes of this paragraph, the Hong Kong and Macau Special Administrative Regions and Taiwan Province)
and the Offer Shares may not be offered or sold directly or indirectly to any resident of the People’s Republic of
China, or offered or sold to any person for reoffering or re-sale directly or indirectly to any resident of the
People’s Republic of China except under applicable laws and regulations of the People’s Republic of China.

Singapore
This Offering Circular has not been and will not be registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, this Offering Circular and any other document or material in connection with the offer

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or sale, or invitation for subscription or purchase, of the Offer Shares may not be circulated or distributed, nor
may the Offer Shares be offered or sold, or be made the subject of an invitation for subscription or purchase,
whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined
under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (“SFA”)), (ii) to an accredited
investor pursuant to Section 275(1) of the SFA, and in accordance with the conditions specified in Section 275 of
the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision
of the SFA.
Where the Offer Shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business
of which is to hold investments and the entire share capital of which is owned by one or more individuals,
each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each
beneficiary of the trust is an individual who is an accredited investor,
securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest
(howsoever described) in that trust shall not be transferred within six months after that corporation or that trust
has acquired the Offer Shares pursuant to an offer made under Section 275 of the SFA except:
(1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person
arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(2) where no consideration is or will be given for the transfer;
(3) where the transfer is by operation of law;
(4) as specified in Section 276(7) of the SFA; or
(5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures)
Regulations 2005 of Singapore.
Notification under Section 309B(1)(c) of the SFA—In connection with the Combined Offering, the
classification of the Offer Shares offered or sold under the Combined Offering are prescribed capital markets
products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and
MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Switzerland
No Offer Shares will be publicly offered or distributed in Switzerland. Offer Shares shall be offered in
Switzerland privately only to a select circle of investors without the use of any public means of information or
advertisement. This Offering Circular does not constitute an offer prospectus within the meaning of Art. 652a of
the Swiss Code of Obligations. It has not been filed with or approved by any Swiss regulatory authority or stock
exchange. The Offer Shares are not registered in Switzerland or listed at any Swiss stock exchange. This Offering
Circular may not be distributed or used in Switzerland without the Company’s prior written approval.

United Arab Emirates (other than the Dubai International Financial Center)
This document has not been, and is not intended to be, approved by the UAE Central Bank, the UAE Ministry of
Economy, the Emirates Securities and Commodities Authority or any other authority in the United Arab Emirates
(the “UAE”), or by the Dubai Financial Services Authority or any other authority in any of the free zones
established and operating in the UAE (the “Free Zones”). It should not be assumed that any of us, the Sole
Global Coordinator or any placement agent (i) has received any authorization or license from the UAE Central
Bank or any other authorities in the UAE or any Free Zone to sell or market the Offer Shares therein; (ii) is a
licensed broker, dealer or investment adviser under the laws applicable in the UAE or any Free Zone; or
(iii) advises residents of the UAE or any Free Zone as to the appropriateness of investing in or purchasing or
selling securities or other financial products.
This document does not constitute a public offer of securities in the UAE under the UAE Commercial Companies
Law (Federal Law No. 8 of 1984) (as amended) or otherwise. This document is being distributed to a limited
number of selected institutional and other sophisticated investors in the UAE (a) upon their request and
confirmation that they understand that the Offer Shares have not been approved or licensed by or registered with
the UAE Central Bank or any other relevant licensing authorities or governmental agencies in the UAE and may
not be offered or sold directly or indirectly to the public in the UAE; and (b) on the condition that this document

165
will not be provided to any person other than the original recipient, is not for general circulation in the UAE and
may not be reproduced or used for any other purpose. The information contained in this document is not intended
to lead to the sale of any securities or the consummation of any agreement of any nature within the territory of
the UAE.

United Kingdom
The Sole Global Coordinator has represented and agreed that:
(a) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)) received by it in
connection with the issue or sale of the Offer Shares in circumstances in which Section 21(1) of the FSMA
does not apply to the Company; and
(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done
by it in relation to the Offer Shares in, from or otherwise involving the United Kingdom.

United States
The Offer Shares have not been and will not be registered under the U.S. Securities Act, and may not be offered
or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Offer
Shares are being offered and sold only outside the United States in accordance with Rule 903 of Regulation S.
Each purchaser of the Offer Shares offered hereby in reliance in Regulation S will be deemed to have represented
and agreed that it has received a copy of this document and such other information as it deems necessary to make
an investment decision and that:
• it is aware that the Offer Shares have not been and will not be registered under the U.S. Securities Act or with
any securities regulatory authority of any state or other jurisdiction of the United States;
• it is purchasing the Offer Shares in an offshore transaction meeting the requirements of Regulation S; and
• it will not offer, sell, pledge or transfer any Offer Shares, except in accordance with the U.S. Securities Act and
any applicable laws of any state of the United States and any other jurisdiction.
In addition, until 40 days after the commencement of the Combined Offering, any offer or sale of Offer Shares
within the United States by a dealer whether or not participating in the Combined Offering may violate the
registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance
with an exemption from registration under the U.S. Securities Act.

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TRANSFER RESTRICTIONS
As a result of the following restrictions, purchasers are advised to consult their own legal counsel prior to
making any offer, resale, pledge or other transfer of the Offer Shares offered hereby. The Offer Shares have not
been and will not be registered under the Securities Act and may not be sold, except to persons outside the
United States in offshore transactions in reliance on Regulation S. Terms used in this section that are defined in
Regulation S under the Securities Act are used herein as defined therein.

Regulation S Restrictions
Each purchaser of the Offer Shares offered outside the United States pursuant to Regulation S under the
Securities Act, by accepting delivery of this Offering Circular, will be deemed to have represented, agreed and
acknowledged that:
(1) it is authorized to consummate the purchase of the Offer Shares in compliance with all applicable laws and
regulations;
(2) it acknowledges (or if it is a broker-dealer acting on behalf of a customer, its customer has confirmed to it
that such customer acknowledges) that such Offer Shares have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United
States;
(3) it, and the person, if any, for whose account it is acquiring the Offer Shares, is purchasing the Offer Shares
in an offshore transaction meeting the requirements of Regulation S; and
(4) it will not offer, sell, pledge or otherwise transfer any Offer Shares, except in an offshore transaction
complying with Regulation S or pursuant to any other available exemption from registration under the
Securities Act and in accordance with all applicable laws of any state of the United States and any other
jurisdiction.
We, the International Selling Agent, the Lead Domestic Underwriter, their affiliates and others will rely upon the
truth and accuracy of the foregoing acknowledgements, representations and agreement.

General
Each purchaser of the Offer Shares will be deemed to have represented and agreed that it is relying on this
Offering Circular and not on any other information or representation concerning us or the Offer Shares and
neither we nor any other person responsible for this Offering Circular or any part of it, nor the Lead Domestic
Underwriter nor the International Selling Agent, will, or the affiliates or representatives of such persons, have
any liability for any other information or representation.

167
LEGAL MATTERS
Certain legal matters in connection with the Combined Offering will be passed upon for us by Hiswara
Bunjamin & Tandjung as to certain matters of Indonesian law. Certain legal matters in connection with the
Combined Offering will be passed upon for the Sole Global Coordinator and International Selling Agent by
White & Case Pte. Ltd. as to certain matters of English and U.S. federal securities law and by Witara Cakra
Advocates as to certain matters of Indonesian law.

168
INDEPENDENT ACCOUNTANTS
Our consolidated financial statements as at June 30, 2019 and for the six months ended June 30, 2018 and 2019,
and as at and for each of the years ended December 31, 2018, 2017 and 2016 included in this Offering Circular,
have been audited by KAP Tanudiredja,Wibisana, Rintis & Rekan (a member of the PricewaterhouseCoopers
network of firms), independent accountants, as stated in their report appearing herein.
With respect to our unaudited interim consolidated financial information as at September 30, 2019 and for the
nine months ended September 30, 2019 and 2018 included in this Offering Circular, KAP Tanudiredja, Wibisana,
Rintis & Rekan (a member of the PricewaterhouseCoopers network of firms) reported that they have applied
limited procedures in accordance with the professional standards in Indonesia for a review of such information.
However, their separate report dated November 1, 2019 appearing herein also states that they did not audit and
they do not express an opinion on the unaudited interim consolidated financial information. Accordingly, the
degree of reliance on their report on such information should be restricted in light of the limited nature of the
review procedures applied.

169
SUMMARY OF CERTAIN DIFFERENCES BETWEEN INDONESIAN FAS AND IFRS
Our consolidated financial information included in this Offering Circular has been prepared and presented in
conformity with Indonesian FAS. Certain differences exist between Indonesian FAS and IFRS which might be
material to the financial information herein. The matters described below summarizes certain differences
between Indonesian FAS and IFRS that may be material. We are responsible for preparing the summary below.
We have not prepared a complete reconciliation of our consolidated financial statements and related footnote
disclosures between Indonesian FAS and IFRS and have not quantified such differences. Accordingly, we cannot
assure you that the following summary of differences between Indonesian FAS and IFRS is complete. In making
an investment decision, investors must rely upon their own examination of the Company and its subsidiary, the
terms of the International Offering and the financial information contained herein. Potential investors should
consult their own professional advisors for an understanding of the differences between Indonesian FAS and
IFRS and how those differences might affect the financial information herein.

Business Combinations of Entities under Common Control


Under Indonesian FAS, business combination of entities under common control is recognized at carrying value
using the “pooling-of-interests method” (also known as “predecessor accounting” or “merger accounting”).
Any difference between the amount of consideration transferred and the carrying value of each business
combination of entities under common control is recognized as additional paid-in capital as part of equity section
in the statement of financial position. Accordingly, no goodwill is recognized as a result of the combination.
Under IFRS, there is no specific accounting standard that governs the accounting for business combination of
entities under common control. In such case, IFRS requires that management shall use its judgment in developing
and applying an accounting policy that is relevant and reliable. In making such judgment, management may
consider the most recent pronouncements of other standard-setting bodies that use a similar conceptual
framework to IFRS to develop accounting standards, to the extent that such pronouncements do not conflict with
the framework of IFRS. Some accounting standard setting bodies have issued guidance and allow or require the
“pooling-of-interests method” in accounting for business combinations involving entities under common control,
while some practices allow the use of “acquisition method” as in IFRS 3, “Business Combinations.” The
acquisition method requires the acquirer to measure the identifiable assets acquired and the liabilities assumed at
their acquisition date fair values, and that goodwill is initially measured as the excess of the aggregate of the
consideration transferred and the amount of non-controlling interest recognized over the net identifiable assets
acquired and liabilities are assumed.

Land Rights
In Indonesia, except for ownership rights granted to individuals, the titles of the land rests with the Government
of the Republic of Indonesia. Land-use is accomplished through land rights whereby the holder of the rights
enjoys the full use of the land for a stated period of time, subject to extensions. Land rights are generally freely
tradable and may be encumbered as security under borrowing agreements. Under Indonesian FAS, the costs of
acquired land rights are capitalized as land, which is not depreciated unless: (i) the condition of the land is no
longer suitable for the main operation of the enterprise, (ii) the nature of the entity’s main operation will result in
the abandonment of land and buildings subsequent to completion of the project, or (iii) management’s prediction
or certainty that an extension or renewal of the land rights will not be obtained. When depreciated, land should be
depreciated in accordance with the estimated length of the entity’s main operation or project.
Under IFRS, an “agreement whereby the lessor conveys to the lessee in return for a payment or a series of
payments the right to use an asset for an agreed period of time” is considered a lease. In determining whether the
land use right is an operating or a finance lease, an important consideration is whether the lessee has an absolute
right on such property. If the lessee does not and will not substantially own the land because the government has
a right to reject the renewal, such right is accounted for as a lease and the cost is amortized over the period the
holder is expected to retain the land rights.

Tax Amnesty
Under Indonesian FAS, when recorded for commercial accounting purposes, tax amnesty assets and liabilities
recognized in connection with the Tax Amnesty Law of 2016 are accounted for: (i) using the existing relevant
accounting standards (the “General” approach), or (ii) at the amounts reported in the Tax Amnesty Notification
Letter (Surat Keterangan Pengampunan Pajak (“SKPP”)) (the “Deemed Cost” approach). Any recognized tax
amnesty liability shall be measured at the amount of cash or cash equivalents that is required to settle the
contractual obligation related to the acquisition of such tax amnesty asset. The difference between the amounts
initially recognized for the tax amnesty assets and the related tax amnesty liabilities shall be recorded as

170
“additional paid-in capital” (“APIC”) in the statement of financial position. The APIC shall not be recycled to
earnings or recycled to retained earnings subsequently. The amount of tax paid in connection with the entity’s
participation in the tax amnesty program shall be charged directly to earnings in the period when the SKPP is
received. When the General approach is selected, the Indonesian Statement of Financial Accounting Standard 25,
“Accounting Policies, Change in Estimates, and Errors” shall be applied where restatement of prior periods’
financial statements may be required. When the Deemed Cost approach is selected, tax amnesty assets and
liabilities shall be recognized prospectively.
Under IFRS, there is no specific accounting standard that governs the recognition and measurement of tax
amnesty assets and liabilities.

171
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Interim Consolidated Financial Statements of PT Uni-Charm Indonesia as at September 30, 2019 and for
the nine month periods ended September 30, 2018 and 2019 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Directors’ Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Report on Review of Interim Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4
Interim Consolidated Statement of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6
Interim Consolidated Statements of Profit or Loss and Other Comprehensive . . . . . . . . . . . . . . . . . . . . . . . F-9
Interim Consolidated Statements of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10
Interim Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-11
Notes to the Interim Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-12
Consolidated Financial Statements of PT Uni-Charm Indonesia as at 30 June 2019, 31 December 2018,
2017 and 2016 and for the six-month periods ended 30 June 2019 and 2018 and for the years ended
31 December 2018, 2017 and 2016 (audited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-80
Directors’ Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-81
Independent Auditors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-82
Consolidated Statements of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-85
Consolidated Statements of Profit or Loss and Other Comprehensive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-87
Consolidated Statements of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-88
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-89
Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-90

F-1
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

LAPORAN KEUANGAN KONSOLIDASIAN INTERIM/


INTERIM CONSOLIDATED FINANCIAL STATEMENTS

30 SEPTEMBER 2019 DAN/AND 31 DESEMBER/DECEMBER 2018


DAN/AND

UNTUK PERIODE SEMBILAN BULAN YANG BERAKHIR/


FOR THE NINE-MONTH PERIODS ENDED
30 SEPTEMBER 2019 DAN/AND 2018

F-2
F-3
F-4
F-5
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

LAPORAN POSISI KEUANGAN INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM STATEMENTS OF FINANCIAL POSITION
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

31 Desember/
30 September Catatan/ December
2019 Notes 2018

ASET ASSETS

Aset lancar Current assets


Kas dan setara kas 1,305,970 5 1,140,083 Cash and cash equivalents
Deposito berjangka 1,109 6 1,133 Time deposits
Piutang usaha Trade receivables
- Pihak berelasi 206,821 7,25c 215,751 Related parties -
- Pihak ketiga 1,797,048 7 1,573,963 Third parties -
Piutang lain-lain Other receivables
- Pihak berelasi 7,416 25c 12,200 Related parties -
- Pihak ketiga 2,795 3,391 Third parties -
Piutang derivatif 215 - Derivative receivables
Persediaan 760,484 8 724,227 Inventories
Aset dimiliki untuk dijual - 11 60,492 Assets held for sale
Pajak dibayar dimuka 10a Prepaid taxes
- Pajak penghasilan badan 139,991 140,812 Corporate income tax -
- Pajak lainnya 122,418 169,753 Other taxes -
Biaya dibayar dimuka 80,383 9 103,391 Prepaid expenses

Jumlah aset lancar 4,424,650 4,145,196 Total current assets

Aset tidak lancar Non-current assets


Aset tetap 2,719,813 11 2,940,768 Fixed assets
Aset pajak tangguhan 97,656 10d 90,783 Deferred tax assets
Uang jaminan 2,785 2,900 Refundable deposits

Jumlah aset tidak lancar 2,820,254 3,034,451 Total non-current assets

JUMLAH ASET 7,244,904 7,179,647 TOTAL ASSETS

Catatan atas laporan keuangan konsolidasian interim terlampir merupakan bagian The accompanying notes form an integral part of these
yang tidak terpisahkan dari laporan keuangan konsolidasian interim. interim consolidated financial statements.

Halaman - 1 - Page

F-6
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

LAPORAN POSISI KEUANGAN INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM STATEMENTS OF FINANCIAL POSITION
30 SEPTEMBER 2019 DAN 31 DECEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

31 Desember/
30 September Catatan/ December
2019 Notes 2018
LIABILITAS LIABILITIES

Liabilitas jangka pendek Current liabilities


Utang usaha Trade payables
- Pihak berelasi 51,314 12,25c 46,659 Related parties -
- Pihak ketiga 808,846 12 885,017 Third parties -
Utang lain-lain Other payables
- Pihak berelasi 20,650 25c 23,282 Related parties -
- Pihak ketiga 30,345 84,295 Third parties -
Akrual dan provisi 959,494 13 1,016,736 Accruals and provisions
Utang derivatif 62 1,142 Derivative payables
Uang muka pelanggan 2,190 - Advance from customers
Utang pajak 10b Taxes payable
- Pajak penghasilan badan 78,813 31,676 Corporate income tax -
- Pajak lainnya 18,343 10,239 Other taxes -
Pinjaman bank 143,093 14 256,364 Bank loans
Pinjaman pihak berelasi - porsi Intercompany loans - current
jangka pendek 37,572 25e 38,386 maturity

Jumlah liabilitas jangka pendek 2,150,722 2,393,796 Total current liabilities

Liabilitas jangka panjang Non-current liabilities


Pinjaman pihak berelasi 1,842,998 25e 1,884,293 Intercompany loans
Liabilitas imbalan kerja 133,798 15 103,854 Employee benefits obligation

Jumlah liabilitas jangka panjang 1,976,796 1,988,147 Total non-current liabilities

JUMLAH LIABILITAS 4,127,518 4,381,943 TOTAL LIABILITIES

Catatan atas laporan keuangan konsolidasian interim terlampir merupakan bagian The accompanying notes form an integral part of these
yang tidak terpisahkan dari laporan keuangan konsolidasian interim. interim consolidated financial statements.

Halaman - 2 - Page

F-7
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

LAPORAN POSISI KEUANGAN INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM STATEMENTS OF FINANCIAL POSITION
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

31 Desember/
30 September Catatan/ December
2019 Notes 2018

EKUITAS EQUITY

Modal saham: 16 Share capital:


Saham seri A modal dasar
20.000 saham, ditempatkan Series A shares authorised
dan disetor penuh 6.350 20,000 shares, issued and
saham dengan nilai nominal fully paid 6,350 shares with
Rp 4.325.400 (jumlah penuh) par value of Rp, 4,325,400
per saham - 27,466 (full amount) per share
Saham seri B modal dasar
35.500 saham, ditempatkan Series B shares authorised
dan disetor penuh 17.700 35,500 shares, issued and
saham dengan nilai nominal fully paid 17,700 shares with
Rp 17.235.000 (jumlah penuh) par value of Rp 17,235,000
per saham - 305,060 (full amount) per share
Saham biasa modal dasar Ordinary shares authorised
1.330.103.160.000 saham, 1,330,103,160,000 shares,
ditempatkan dan disetor penuh issued and fully paid
3.325.257.900 saham dengan 3,325,257,900 shares with
nilai nominal Rp 100 (jumlah par value of Rp 100
penuh) per saham 332,526 - (full amount) per share
Foreign exchange difference
Selisih kurs atas modal disetor 11,503 17 11,503 on paid-in capital
Tambahan modal disetor (8,849) (8,849) Additional paid-in capital
Saldo laba Retained earnings
- Dicadangkan 5,700 18 5,700 Appropriated -
- Belum dicadangkan 2,776,306 2,456,640 Unappropriated -

Ekuitas yang dapat diatribusikan Equity attributable to


kepada pemilik entitas induk 3,117,186 2,797,520 owners of the parent

Kepentingan nonpengendali 200 184 Non-controlling interest

JUMLAH EKUITAS 3,117,386 2,797,704 TOTAL EQUITY

JUMLAH LIABILITAS TOTAL LIABILITIES


DAN EKUITAS 7,244,904 7,179,647 AND EQUITY

Catatan atas laporan keuangan konsolidasian interim terlampir merupakan bagian The accompanying notes form an integral part of these
yang tidak terpisahkan dari laporan keuangan konsolidasian interim. interim consolidated financial statements.

Halaman - 3 - Page

F-8
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

LAPORAN LABA RUGI DAN PENGHASILAN INTERIM CONSOLIDATED STATEMENTS OF PROFIT


KOMPREHENSIF LAIN KONSOLIDASIAN INTERIM OR LOSS AND OTHER COMPREHENSIVE INCOME
UNTUK PERIODE SEMBILAN BULAN YANG FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

30 September Catatan/ 30 September


2019 Notes 2018

Pendapatan bersih 6,254,553 19 6,056,919 Net revenue

Beban pokok pendapatan (4,699,424) 20 (4,494,766) Cost of revenue

Laba bruto 1,555,129 1,562,153 Gross profit

Beban penjualan (876,171) 21a (983,314) Selling expenses


General and administrative
Beban umum dan administrasi (182,073) 21b (155,222) expenses
Penghasilan keuangan 20,493 20,968 Finance income
Biaya keuangan (37,202) 22 (39,216) Finance costs
Keuntungan/(kerugian) Gain/(loss) on foreign
selisih kurs, bersih 2,911 (207,206) exchange, net
Beban pajak (20,822) (10,786) Tax expenses
Lain-lain, bersih 6,083 23 6,786 Others, net

Laba sebelum pajak penghasilan 468,348 194,163 Profit before income tax

Beban pajak penghasilan (139,080) 10c (80,409) Income tax expenses

Laba periode berjalan 329,268 113,754 Profit for the period

(Kerugian)/penghasilan Other comprehensive


komprehensif lain (loss)/income
Pos-pos yang tidak akan Items that will not be
direklasifikasi ke laba rugi: reclassified to profit or loss:
- Pengukuran kembali Remeasurement of -
liabilitas imbalan kerja (12,782) 15 17,358 employee benefits obligation
- Pajak penghasilan terkait 3,196 10d (4,340) Related income tax -

Jumlah (kerugian)/penghasilan Total other comprehensive


komprehensif lain, setelah pajak (9,586) 13,018 (loss)/income, net of tax

Jumlah penghasilan komprehensif Total comprehensive income


periode berjalan 319,682 126,772 for the period

Laba periode berjalan Profit for the period


yang diatribusikan kepada: attributable to:
Pemilik entitas induk 329,250 113,899 Owners of the parent
Kepentingan nonpengendali 18 (145) Non-controlling interest

329,268 113,754

Jumlah penghasilan komprehensif Total comprehensive income


yang diatribusikan kepada: attributable to:
Pemilik entitas induk 319,666 126,916 Owners of the parent
Kepentingan nonpengendali 16 (144) Non-controlling interest

319,682 126,772

Laba per saham - Earnings per share -


dasar dan dilusian basic and diluted
(jumlah penuh) 99 24 34*) (full amount)
*) Disajikan kembali, lihat Catatan 24 As restated, refer to Note 24 *)

Catatan atas laporan keuangan konsolidasian interim terlampir merupakan bagian The accompanying notes form an integral part of these
yang tidak terpisahkan dari laporan keuangan konsolidasian interim. interim consolidated financial statements.

Halaman - 4 - Page

F-9
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

LAPORAN PERUBAHAN EKUITAS KONSOLIDASIAN INTERIM INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
UNTUK PERIODE SEMBILAN BULAN YANG BERAKHIR FOR THE NINE-MONTH PERIODS ENDED
30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, kecuali dinyatakan lain) (Expressed in millions of Rupiah, unless otherwise stated)

Diatribusikan kepada pemilik entitas induk/Attributable to owners of the parent


Selisih kurs
atas modal
Modal saham/ disetor/Foreign Tambahan Saldo laba/Retained earnings Kepentingan
Share capital exchange modal disetor/ Belum nonpengendali/
Catatan/ Seri A/ Seri B/ Biasa/ difference on Additional Dicadangkan/ dicadangkan/ Jumlah/ Non-controlling Jumlah ekuitas/
Note Series A Series B Ordinary paid-in capital paid-in capital Appropriated Unappropriated Total interest Total equity

Saldo 1 Januari 2018 27,466 305,060 - 11,503 (8,849) 5,700 2,257,033 2,597,913 283 2,598,196 Balance as at 1 January 2018

Laba periode berjalan - - - - - - 113,899 113,899 (145) 113,754 Profit for the period

Pengukuran kembali liabilitas Remeasurement of employee


imbalan kerja, setelah pajak - - - - - - 13,017 13,017 1 13,018 benefits obligation, net of tax

Saldo 30 September 2018 27,466 305,060 - 11,503 (8,849) 5,700 2,383,949 2,724,829 139 2,724,968 Balance as at 30 September 2018

Saldo 1 Januari 2019 27,466 305,060 - 11,503 (8,849) 5,700 2,456,640 2,797,520 184 2,797,704 Balance as at 1 January 2019

Laba periode berjalan - - - - - - 329,250 329,250 18 329,268 Profit for the period

Perubahan klasifikasi saham 16 (27,466) (305,060) 332,526 - - - - - - - Changes in share classification

F-10
Pengukuran kembali liabilitas Remeasurement of employee
imbalan kerja, setelah pajak - - - - - - (9,584) (9,584) (2) (9,586) benefits obligation, net of tax

Saldo 30 September 2019 - - 332,526 11,503 (8,849) 5,700 2,776,306 3,117,186 200 3,117,386 Balance as at 30 September 2019

Catatan atas laporan keuangan konsolidasian interim terlampir merupakan bagian yang tidak terpisahkan The accompanying notes form an integral part of these interim consolidated financial statements.
dari laporan keuangan konsolidasian interim.

Halaman - 5 - Page
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/ AND SUBSIDIARY

LAPORAN ARUS KAS KONSOLIDASIAN INTERIM INTERIM CONSOLIDATED STATEMENTS OF


UNTUK PERIODE SEMBILAN BULAN CASH FLOWS FOR THE NINE-MONTH PERIODS
YANG BERAKHIR 30 SEPTEMBER 2019 DAN 2018 ENDED 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

30 September Catatan/ 30 September


2019 Notes 2018
Cash flows from operating
Arus kas dari aktivitas operasi: activities:
Penerimaan dari pelanggan 7,130,142 7,054,023 Receipt from customers
Pembayaran kepada pemasok dan Payment to suppliers and
pihak lain (6,436,443) (6,049,260) other parties
Pembayaran kepada karyawan (306,235) (295,332) Payment to employees
Penerimaan dari aktivitas operasi Receipts from other
lainnya 24,694 59,069 operating activities
Pembayaran untuk aktivitas Payments for other
operasi lainnya (13,733) (17,105) operating activities

Kas yang dihasilkan dari operasi 398,425 751,395 Cash generated from operations

Pembayaran pajak penghasilan Payment of corporate


badan (97,285) (80,929) income tax
Penerimaan dari hasil restitusi Receipt from result of
pajak 2,486 121,445 tax assessments
Penerimaan penghasilan keuangan 20,493 20,968 Receipt of finance income
Pembayaran biaya keuangan (31,517) (32,015) Payment of finance cost

Arus kas bersih yang diperoleh Net cash flows provided from
dari aktivitas operasi 292,602 780,864 operating activities

Cash flows from investing


Arus kas dari aktivitas investasi: activities:
Pembelian aset tetap (40,773) (97,753) Purchase of fixed assets
Hasil dari penjualan aset tetap 1,392 11 630 Proceeds from sale of fixed assets
Hasil dari penjualan aset dimiliki Proceeds from sale of assets held
untuk dijual 51,829 - for sale

Arus kas bersih yang diperoleh


dari/(digunakan untuk) Net cash flows provided from/
aktivitas investasi 12,448 (97,123) (used in) investing activities

Cash flows from financing


Arus kas dari aktivitas pendanaan: activities:
Penerimaan pinjaman bank 98,749 30b 112,035 Proceed from bank loans
Pembayaran pinjaman bank (209,979) 30b (478,363) Payment of bank loans
Pembayaran pinjaman pihak berelasi (27,358) 30b (133,895) Payment of intercompany loans

Arus kas bersih yang digunakan Net cash flows used in


untuk aktivitas pendanaan (138,588) (500,223) financing activities

Kenaikan bersih Net increase in


kas dan setara kas 166,462 183,518 cash and cash equivalents

Kas dan setara kas pada Cash and cash equivalents


awal periode 1,140,083 1,110,939 at beginning of the period

Dampak selisih kurs terhadap Foreign exchange difference on


kas dan setara kas (575) 1,576 cash and cash equivalents

Kas dan setara kas pada Cash and cash equivalents


akhir periode 1,305,970 5 1,296,033 at end of the period

Catatan atas laporan keuangan konsolidasian interim terlampir merupakan bagian The accompanying notes form an integral part of these
yang tidak terpisahkan dari laporan keuangan konsolidasian interim. interim consolidated financial statements.

Lampiran - 6 - Schedule

F-11
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

1. INFORMASI UMUM 1. GENERAL INFORMATION

a. Pendirian dan informasi lainnya a. Establishment and other information

PT Uni-Charm Indonesia ("Perusahaan") PT Uni-Charm Indonesia


didirikan berdasarkan Akta Notaris No. 37 established based on Notarial Deed No. 37
tanggal 5 Juni 1997 oleh Linda Herawati S.H. dated 5 June 1997 of Linda Herawati S.H. The
Akta Pendirian Perusahaan telah mendapat
pengesahan dari Menteri Kehakiman Republik approved by the Minister of Justice of the
Indonesia dalam Surat Keputusan No. C2- Republic of Indonesia in its Decision Letter No.
9632.HT.01.01.TH.97 tanggal 18 September C2-9632.HT.01.01.TH.97 dated 18 September
1997 dan telah diumumkan dalam Berita 1997 and published in the State Gazette No. 56
Negara Republik Indonesia No. 56 tanggal 14 dated 14 July 1998, Supplement No. 3838.
Juli 1998, Tambahan No. 3838.

Anggaran Dasar Perusahaan telah mengalami


beberapa kali perubahan. Perubahan terakhir been amended several times. The latest
dibuat melalui Akta Notaris No. 172 tanggal 26 amendment was made through Notarial Deed
September 2019 oleh Christina Dwi Utami, No. 172 dated 26 September 2019 of Christina
S.H., M. Hum., M.Kn. Perubahan ini telah Dwi Utami, S.H., M.Hum., M.Kn. The
diberitahukan kepada Menteri Hukum dan Hak amendment has been notified to the Minister of
Asasi Manusia Republik Indonesia berdasarkan Law and Human Rights of the Republic of
Surat Keputusan No. AHU- Indonesia based on Decision Letter No.
0077142.AH.01.02.TAHUN 2019 tanggal 2 AHU-0077142.AH.01.02.TAHUN 2019 dated 2
Oktober 2019. Rincian perubahan pada October 2019. Details of the changes to the
Anggaran Dasar Perusahaan adalah sebagai
berikut: follows:

1. Perubahan nilai nominal dan klasifikasi 1. Changes in the par value and share
saham, serta peningkatan modal dasar classification, and increased of the
Perusahaan (lihat Catatan 16). (see Note
16).

2. Menyetujui rencana Perusahaan untuk 2.


melakukan Penawaran Umum Perdana an Initial Public Offering and enlist the
Saham dan mencatatkan saham-saham Stock
Perusahaan pada Bursa Efek Indonesia. Exchange.

3. Menyetujui perubahan status Perusahaan 3.


dari perseroan tertutup menjadi perseroan status from private entity to public entity
terbuka dan mengubah nama Perusahaan
menjadi PT Uni-Charm Indonesia Tbk. Uni-Charm Indonesia Tbk.

4. Menyetujui pengeluaran saham baru 4. Approved the issuance of new shares


melalui Penawaran Umum Perdana Saham through Initial Public Offering with
dengan jumlah sebanyak-banyaknya maximum of 831,314,400 shares with par
831.314.400 saham dengan nilai nominal value of Rp 100 (full amount) per shares, or
Rp 100 (jumlah penuh) per saham, atau
sebanyak-banyaknya sebesar 20% dari issued and fully paid shares.
modal ditempatkan dan disetor
Perusahaan.

Lampiran - 7 - Schedule

F-12
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

1. INFORMASI UMUM (lanjutan) 1. GENERAL INFORMATION (continued)

a. Pendirian dan informasi lainnya (lanjutan) a. Establishment and other information


(continued)

5. Menyetujui program Alokasi Saham 5. Approved the Employee Stock Allocation


Kepada Karyawan dengan jumlah alokasi program with allocation of maximum 0.2%
sebanyak-banyaknya 0,2% dari seluruh from total new shares offered to the public
saham baru yang akan ditawarkan kepada in the Initial Public Offering.
publik melalui Penawaran Umum Perdana
Saham.

6. Menyetujui perubahan susunan anggota 6. Approved the change in composition of the


Dewan Komisaris dan Direksi Perusahaan
(lihat Catatan 1c). Directors (refer to Note 1c).

Perusahaan mulai beroperasi secara komersial The Company commenced its commercial
pada Februari 1998. Perusahaan bergerak operation in February 1998. The Company is
dalam bidang industri pembalut kesehatan, engaged in the sanitary napkin industry,
termasuk memproduksi pembalut kesehatan, including the manufacturing of sanitary napkin,
pembalut wanita untuk dipakai malam hari, night wing, panty liners and baby diapers; and
pelapis celana dan popok bayi; dan selling these products.
memasarkan hasil produksi tersebut.

Kantor dan fasilitas manufaktur utama


Perusahaan berlokasi di Kawasan Industri KIIC, manufacturing facilities are located at Kawasan
Karawang, Jawa Barat, Indonesia. Perusahaan Industri KIIC, Karawang, West Java, Indonesia.
juga memiliki fasilitas manufaktur di Taman The Company also has a manufacturing facility
Industri Ngoro, Mojokerto, Jawa Timur, at Ngoro Industrial Park, Mojokerto, East Java,
Indonesia dan kantor yang beralamat di Indonesia and an office located at Sinarmas
Sinarmas MSIG Tower, lantai 42, Jalan Jendral MSIG Tower, 42nd floor, Jalan Jendral
Sudirman Kav. 21, Jakarta, Indonesia. Sudirman Kav. 21, Jakarta, Indonesia.

Perusahaan dan Entitas Anak (selanjutnya


operates under Unicharm Group. The ultimate
usaha Unicharm. Entitas induk utama Grup parent of the Group is Unicharm Corporation,
adalah Unicharm Corporation, berdomisili di domiciled in Japan.
Jepang.

b. Struktur entitas anak b. Subsidiary structure

Perusahaan mengkonsolidasi entitas anak The Company consolidated the following


berikut: subsidiary:

Tahun mulai
beroperasi
Persentase komersial/ Jumlah aset sebelum eliminasi/
kepemilikan/ Commencement Total assets before elimination
Entitas Anak/ Domisili/ Kegiatan usaha/ Percentage of commercial 30 September 31 Desember/
Subsidiary Domicile Business activity of ownership operations 2019 December 2018

PT Unicharm Mojokerto, Manufaktur non-woven 99% 2015 436,483 475,968


Nonwoven Jawa Timur/ dan kertas tisu/
Indonesia Mojokerto, Manufacture of non-
East Java woven and tissue paper

Lampiran - 8 - Schedule

F-13
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

1. INFORMASI UMUM (lanjutan) 1. GENERAL INFORMATION (continued)

c. Dewan Komisaris, Direksi dan Karyawan c. Board of Commissioners, Board of Directors


and Employees

Susunan anggota Dewan Komisaris, Direksi The members of the C


dan Komite Audit Perusahaan pada tanggal 30 Commissioners, Board of Directors and Audit
September 2019 dan 31 Desember 2018 Committee as at 30 September 2019 and 31
adalah sebagai berikut: December 2018 are as follows:

30 September 2019 31 Desember/December 2018

Dewan Komisaris Board of Commissioners


Komisaris Utama : Tadashi Nakai Tadashi Nakai : President Commissioner
Komisaris : Tetsuo Ukai Tetsuo Ukai : Commissioners
Ichiro Ozawa Ichiro Ozawa
Hendra Jaya Kosasih Hendra Jaya Kosasih
Komisaris Independen : Ubaidillah Nugraha - : Independent Commissioners
Suryamin Halim

Direksi Board of Directors


Direktur Utama : Yuji Ishii Yuji Ishii : President Director
Direktur : Junichiro Onishi Junichiro Onishi : Directors
Sri Haryani Kenichi Endo
Kurniawan Yuwono Kurniawan Yuwono

Komite Audit Audit Committee


Ketua : Ubaidillah Nugraha - : Chairman
Anggota : Tony Utartono - : Members
Hartono Saekun

Pada tanggal 30 September 2019, Perusahaan As at 30 September 2019, the Company and its
dan Entitas Anak memiliki 1.762 orang Subsidiary had 1,762 permanent employees
karyawan tetap (31 Desember 2018: 1.743 (31 December 2018: 1,743 employees) -
orang) - tidak diaudit. unaudited.

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES

Laporan keuangan konsolidasian interim The interim consolidated financial statements of the
Perusahaan dan Ent Grup disusun oleh Group were
manajemen dan telah diotorisasi untuk diterbitkan prepared by management and authorised for
oleh Direksi pada tanggal 1 November 2019. issuance by the Board of Directors on 1 November
2019.

Laporan keuangan konsolidasian interim ini juga These interim consolidated financial statements are
ditujukan untuk keperluan rencana aksi korporasi
Perusahaan yang sampai dengan tanggal corporate action plan which up to the date of the
penyelesaian laporan keuangan konsolidasian completion of these interim consolidated financial
interim ini masih dalam proses persiapan. Oleh statements is still in the preparation process.
karena itu, Grup menyajikan laporan keuangan Accordingly, the Group presents its interim
konsolidasian interim yang terdiri dari posisi consolidated financial statements which consists of
keuangan pada tanggal 30 September 2019 dan 31 financial position as at 30 September 2019 and 31
Desember 2018 serta kinerja keuangan untuk December 2018 and their financial performance for
periode sembilan bulan yang berakhir pada 30 the nine-month periods ended 30 September 2019
September 2019 dan 2018. and 2018.

Lampiran - 9 - Schedule

F-14
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

Berikut ini adalah kebijakan akuntansi yang Presented below are the significant accounting
signifikan yang diterapkan secara konsisten dalam policies adopted consistently in preparing the interim
penyusunan laporan keuangan konsolidasian consolidated financial statements.
interim.

a. Dasar penyusunan laporan keuangan a. Basis of preparation of the interim


konsolidasian interim consolidated financial statements

Laporan keuangan konsolidasian interim Grup The interim consolidated financial statements of
disusun berdasarkan Standar Akuntansi the Group have been prepared in accordance
Keuangan di Indonesia dan Keputusan Ketua with Indonesian Financial Accounting Standards
Bapepam-LK No. KEP-347/BL/2012, tertanggal and the Decree of the Chairman of Bapepam-
25 Juni 2012 tentang Penyajian dan LK No. KEP-347/BL/2012, dated 25 June 2012
Pengungkapan Laporan Keuangan Emiten atau regarding the Presentation and Disclosure of
Perusahaan Publik. Financial Statements of Issuers or Public
Companies.

Laporan keuangan konsolidasian interim The interim consolidated financial statements


disusun berdasarkan konsep harga perolehan, have been prepared under the historical cost
kecuali untuk derivatif seperti yang convention, except for derivative as disclosed in
diungkapkan pada Catatan 2d; serta Note 2d; and using the accrual basis, except for
menggunakan dasar akrual, kecuali untuk the interim consolidated statement of cash
laporan arus kas konsolidasian interim. flows.

Laporan arus kas konsolidasian interim disusun The interim consolidated statement of cash
dengan menggunakan metode langsung flows is prepared based on the direct method by
dengan mengelompokkan arus kas dalam classifying cash flows on the basis of operating,
aktivitas operasi, investasi dan pendanaan. investing and financing activities.

Penyusunan laporan keuangan konsolidasian The preparation of interim consolidated


interim sesuai dengan Standar Akuntansi financial statements in conformity with
Keuangan di Indonesia mengharuskan Indonesian Financial Accounting Standards
penggunaan estimasi akuntansi dan asumsi requires the use of certain accounting estimates
tertentu. Manajemen juga diharuskan untuk and assumptions. It also requires management
membuat pertimbangan dalam proses to exercise its judgment in the process of
penerapan kebijakan akuntansi Grup. Area
yang memerlukan tingkat pertimbangan yang areas involving a higher degree of judgment or
lebih tinggi atau lebih kompleks, atau area complexity, or areas where assumptions and
dimana asumsi dan estimasi dapat berdampak estimates are significant to the interim
signifikan terhadap laporan keuangan consolidated financial statements are disclosed
konsolidasian interim diungkapkan di Catatan 4. in Note 4.

Lampiran - 10 - Schedule

F-15
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

a. Dasar penyusunan laporan keuangan a. Basis of preparation of the interim


konsolidasian interim (lanjutan) consolidated financial statements
(continued)

Perubahan pada Pernyataan Standar Changes to the Statements of Financial


Accounting St
Interpretasi Standar Akuntansi Keuangan Interpretations of Financial Accounting

2019 in 2019

Penerapan dari amandemen standar dan The adoption of below amended standards and
intrepretasi berikut, yang relevan terhadap Grup interpretations, which are relevant to the Group
dan berlaku efektif mulai 1 Januari 2019, tidak and were effective on 1 January 2019, did not
menimbulkan perubahan substansial terhadap
kebijakan akuntansi Grup dan tidak accounting policies and had no material effect
menimbulkan dampak signifikan atas jumlah on the amounts reported for the current or prior
yang dilaporkan atas tahun berjalan atau tahun- financial years:
tahun sebelumnya:

- -
- PSAK 26 (Penyesuaian tahunan 2018) - PSAK 26 (Annual improvement 2018)

- PSAK 46 (Penyesuaian tahunan 2018) - PSAK 46 (Annual improvement 2018)

- ISAK 33 - ISAK 33 "Foreign currency transactions and


advance consideration"
- -

Perubahan pada PSAK dan ISAK yang akan Changes to the PSAK and ISAK which will
berlaku efektif pada tahun 2020 be effective in 2020

Standar baru, amandemen dan interpretasi New standards, amendments and


yang telah diterbitkan, namun belum berlaku interpretations issued, but not yet effective for
efektif untuk tahun buku yang dimulai pada the financial year beginning 1 January 2019 are
1 Januari 2019 adalah sebagai berikut: as follows:

Efektif pada 1 Januari 2020: Effective on 1 January 2020:


- Amandemen PSAK 1 -

- - Amendment to
perubahan estimasi akuntansi, dan

- -
- - contracts with

- -
- Amendemen PSAK -
fitur percepatan pelunasan dengan instruments: prepayment features with

Lampiran - 11 - Schedule

F-16
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

a. Dasar penyusunan laporan keuangan a. Basis of preparation of the interim


konsolidasian interim (lanjutan) consolidated financial statements
(continued)

Perubahan pada PSAK dan ISAK yang akan Changes to the PSAK and ISAK which will
berlaku efektif pada tahun 2020 (lanjutan) be effective in 2020 (continued)

Penerapan dini atas standar-standar tersebut Early adoption of the above standards is
diperkenankan, kecuali untuk PSAK 73. permitted, except for PSAK 73. Early adoption
Penerapan dini untuk PSAK 73 diperbolehkan for PSAK 73 is permitted only if the Company
hanya jika Perusahaan telah menerapkan applies PSAK 72. The Group does not intend to
PSAK 72. Grup tidak bermaksud untuk adopt these standards before their effective
mengadopsi standar-standar ini sebelum date.
tanggal efektifnya.

Pada tanggal otorisasi laporan keuangan As at the authorisation date of these interim
konsolidasian interim ini, Grup masih consolidated financial statements, the Group is
mengevaluasi dampak penerapan standar- still evaluating the impact of the above relevant
standar yang relevan di atas terhadap laporan standards on the interim consolidated financial
keuangan konsolidasian interim. statements.

b. Prinsip-prinsip konsolidasi b. Principles of consolidation

Laporan keuangan konsolidasian interim terdiri The interim consolidated financial statements
dari laporan keuangan Perusahaan dan Entitas include the financial statements of the
Anak. Company and its Subsidiary.

Entitas anak adalah suatu entitas dimana Grup Subsidiary is an entity over which the Group
memiliki pengendalian. Grup mengendalikan has control. The Group controls an entity when
entitas lain ketika Grup terekspos atau memiliki the Group is exposed or has rights to variable
hak untuk pengembalian yang bervariasi dari returns from its involvement with the entity and
keterlibatannya dengan entitas dan memiliki has the ability to affect those returns through
kemampuan untuk mempengaruhi its power over the entity.
pengembalian tersebut melalui pengendalian
atas entitas tersebut.

Grup menerapkan metode akuisisi untuk The Group applies the acquisition method to
mencatat kombinasi bisnis. Imbalan yang account for business combinations. The
dialihkan untuk akuisisi suatu entitas anak consideration transferred for the acquisition of a
adalah sebesar nilai wajar aset yang dialihkan, subsidiary is the fair value of the assets
liabilitas yang diakui terhadap pemilik pihak transferred, the liabilities incurred to the former
yang diakusisi sebelumnya dan kepentingan owners of the acquiree and the equity interests
ekuitas yang diterbitkan oleh Grup. Imbalan issued by the Group. The consideration
yang dialihkan termasuk nilai wajar aset atau transferred includes the fair value of any asset
liabilitas yang timbul dari kesepakatan imbalan or liability resulting from a contingent
kontinjensi. consideration arrangement.

Perubahan dalam bagian kepemilikan entitas


induk pada entitas anak yang tidak subsidiary that do not result in the loss of
mengakibatkan hilangnya pengendalian dicatat control are accounted for as equity
sebagai transaksi ekuitas. Ketika pengendalian transactions. When control over a previous
atas entitas anak hilang, bagian kepemilikan subsidiary is lost, any remaining interest in the
yang tersisa di entitas tersebut diukur kembali entity is remeasured at fair value and the
pada nilai wajarnya dan keuntungan atau resulting gains or losses is recognised in
kerugian yang dihasilkan diakui dalam laporan interim consolidated profit or loss.
laba rugi konsolidasian interim.

Lampiran - 12 - Schedule

F-17
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

b. Prinsip-prinsip konsolidasi (lanjutan) b. Principles of consolidation (continued)

Dalam kombinasi bisnis selain antar entitas In business combination other than those
sepengendali, bila pengendalian atas suatu between entities under common control, where
entitas diperoleh dalam periode berjalan, hasil control of an entity is obtained during a financial
usaha entitas tersebut dimasukkan dalam laba period, its results of operations are included in
rugi sejak tanggal pengendalian diperoleh. Bila profit or loss from the date on which control
pengendalian berakhir dalam periode berjalan, commences. Where control ceases during a
hasil usaha entitas tersebut dimasukkan ke financial period, its results are included in the
dalam laporan keuangan konsolidasian interim interim consolidated financial statements for the
untuk periode dimana pengendalian masih part of the period during which control existed.
berlangsung.

Dalam kombinasi bisnis antar entitas In business combination between entities under
sepengendali, laporan keuangan entitas yang common control, the financial statements of the
diakuisisi digabungkan berdasarkan nilai acquired entity involved are combined based on
tercatatnya menggunakan metode penyatuan its carrying value using the pooling of interest
kepemilikan, dimana seolah-olah kombinasi method as if the business combination had
bisnis telah terjadi pada permulaan periode been effective since the beginning of the
sajian yang paling awal. Selisih antara jumlah earliest period presented. The difference
yang dibayarkan dengan nilai tercatat aset neto between the value of consideration given up
yang diterima dalam kombinasi bisnis antar and the carrying amount of net assets received
entitas sepengendali dibukukan pada bagian in the business combination between entities
ekuitas sebagai bagian dari under common control is booked in the equity
. Dalam hal terjadi perubahan status section as - .
substansi sepengendalian ke pihak lain yang When the common control relationship ceases
tidak sepengendali, maka saldo tersebut diakui to exist, this balance is recycled as a realised
sebagai laba/rugi yang direalisasi dalam gain/loss in the interim consolidated profit or
laporan laba rugi konsolidasian interim. loss.

Kepentingan nonpengendali merupakan Non-controlling interests represent the


proporsi atas hasil usaha dan aset bersih proportion of the results and net assets of
entitas anak yang tidak diatribusikan pada subsidiary not attributable to the Group. The
Grup. Grup mengakui kepentingan Group recognises any non-controlling interest in
nonpengendali pada pihak yang diakuisisi the acquiree at the non-
sebesar bagian proporsional kepentingan proportionate share of
nonpengendali atas aset bersih pihak yang assets. Non-controlling interests are reported as
diakuisisi. Kepentingan nonpengendali disajikan equity in the interim consolidated statements of
di ekuitas dalam laporan posisi keuangan financial position, separate from the equity
konsolidasian interim, terpisah dari ekuitas yang attributable to owners of the parent.
dapat diatribusikan kepada pemilik entitas
induk.

Seluruh transaksi, saldo, keuntungan atau All material intercompany transactions,


kerugian yang belum terealisasi antar entitas balances, unrealised gain or loss on
Grup yang material telah dieliminasi dalam transactions between Group companies have
laporan keuangan konsolidasian interim. been eliminated in the interim consolidated
financial statements.

Kebijakan akuntansi yang digunakan dalam The accounting policies adopted in preparing
penyusunan laporan keuangan konsolidasian the interim consolidated financial statements
interim ini telah diterapkan secara konsisten, have been consistently applied, unless
kecuali jika dinyatakan lain. otherwise stated.

Lampiran - 13 - Schedule

F-18
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

c. Penjabaran mata uang asing c. Foreign currency translation

Mata uang fungsional dan penyajian Functional and presentation currency

Pos-pos dalam laporan keuangan setiap entitas Items included in the financial statements of
di dalam Grup diukur menggunakan mata uang
dari lingkungan ekonomi utama dimana entitas- using the currency of the primary economic
entitas environment in which the entities

Laporan keuangan konsolidasian interim The interim consolidated financial statements


disajikan dalam Rupiah, yang merupakan mata are presented in Rupiah which is the functional
uang fungsional Perusahaan dan Entitas Anak. currency of the Company and its Subsidiary.

Transaksi dan saldo Transactions and balances

Transaksi dalam mata uang asing dijabarkan ke Foreign currency transactions are translated
dalam Rupiah menggunakan kurs pada tanggal into Rupiah using the exchange rate prevailing
transaksi. Aset dan liabilitas moneter dalam at the date of the transactions. Foreign currency
mata uang asing dijabarkan ke dalam Rupiah monetary assets and liabilities are translated to
menggunakan kurs yang berlaku pada akhir Rupiah using the exchange rate prevailing at
periode pelaporan. Keuntungan atau kerugian the end of the reporting period. Foreign
selisih kurs yang timbul dari penyelesaian exchange gains and losses resulting from the
transaksi dalam mata uang asing dan dari settlement of foreign currency transactions and
translasi aset dan liabilitas moneter dalam mata from the translation of foreign currency
uang asing diakui dalam laporan laba rugi monetary assets and liabilities are recognised in
konsolidasian interim. the interim consolidated profit or loss.

Pada tanggal 30 September 2019 dan 31 As at 30 September 2019 and 31 December


Desember 2018, kurs utama yang digunakan 2018, the main exchange rates used by the
oleh Grup berdasarkan kurs tengah Bank Group which are based on the middle rates
Indonesia adalah sebagai berikut (dalam published by Bank Indonesia are as follows (in
Rupiah penuh): full Rupiah):

30 September 31 Desember/
2019 December 2018

1 Dolar Amerika Serikat 14,174 14,481 1


1 131 131 Japanese Yen 1

d. Instrumen keuangan d. Financial instruments

Instrumen keuangan adalah setiap kontrak A financial instrument is any contract that gives
yang menimbulkan aset keuangan pada satu rise to financial assets of one entity and a
entitas dan liabilitas keuangan atau instrumen financial liability or equity instruments of
ekuitas pada entitas lain. another entity.

Lampiran - 14 - Schedule

F-19
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

d. Instrumen keuangan (lanjutan) d. Financial instruments (continued)

Aset keuangan (lanjutan) Financial assets (continued)

Grup memiliki aset keuangan yang The Group had financial assets classified as
diklasifikasikan sebagai pinjaman yang loans and receivables, which consist of cash in
diberikan dan piutang, yang terdiri dari kas banks, time deposits, trade receivables, other
pada bank, deposito berjangka, piutang usaha, receivables, and refundable deposits; and
piutang lain-lain dan uang jaminan; serta aset financial assets at fair value through profit or
keuangan diukur pada nilai wajar melalui laba loss, which consist of derivative receivables.
rugi, yang terdiri dari piutang derivatif.

Pinjaman yang diberikan dan piutang adalah Loans and receivables are non-derivative
aset keuangan non-derivatif dengan financial assets with fixed or determinable
pembayaran tetap atau dapat ditentukan yang payments that are not quoted in an active
tidak mempunyai kuotasi harga pada pasar market. They are included in current assets,
aktif. Pinjaman yang diberikan dan piutang except for maturities greater than 12 months
dimasukkan sebagai aset lancar, kecuali jika after the end of reporting period. Loans and
jatuh temponya melebihi 12 bulan setelah akhir receivables are initially recognised at fair value
periode pelaporan. Pinjaman yang diberikan plus transaction costs and subsequently
dan piutang pada awalnya diakui pada nilai measured at amortised cost using the effective
wajarnya ditambah biaya transaksi dan interest method.
selanjutnya diukur pada biaya perolehan
diamortisasi dengan menggunakan metode
suku bunga efektif.

Aset keuangan diukur pada nilai wajar melalui Financial assets at fair value through profit or
laba rugi adalah aset keuangan yang dimiliki loss are financial assets held for trading.
untuk diperdagangkan. Aset keuangan Financial assets are classified in this category if
diklasifikasikan ke dalam kategori ini jika acquired principally for the purpose of selling in
perolehannya terutama untuk dijual dalam the short term. Derivatives are also categorised
jangka pendek. Derivatif juga dikategorikan as held for trading unless they are designated
sebagai dimiliki untuk diperdagangkan kecuali as hedges. Assets in this category are
jika ditetapkan sebagai lindung nilai. Aset pada classified as current assets if they are expected
kategori ini diklasifikasikan sebagai aset lancar to be settled within 12 months; otherwise, they
jika diharapkan dapat diselesaikan dalam waktu are classified as non-current assets. Gains or
12 bulan; jika tidak, aset tersebut losses arising from the changes in the fair value
diklasifikasikan sebagai aset tidak lancar. of this financial assets are presented in the
Keuntungan atau kerugian yang timbul dari interim consolidated profit or loss as part of
perubahan nilai wajar aset keuangan ini foreign exchange gain/loss in the period in
disajikan di laporan laba rugi konsolidasian which they arise.
interim sebagai bagian dari keuntungan/
kerugian selisih kurs pada periode terjadinya.

Penghentian pengakuan aset keuangan Financial assets are derecognised when the
dilakukan ketika hak kontraktual atas arus kas contractual rights to receive cash flows from the
yang berasal dari aset keuangan tersebut assets have ceased to exist or have been
berakhir, atau ketika aset keuangan tersebut transferred and the Group has transferred
telah dipindahkan dan Grup secara substansial substantially all risk and rewards of ownership.
telah memindahkan seluruh risiko dan manfaat
atas kepemilikan aset tersebut.

Lampiran - 15 - Schedule

F-20
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

d. Instrumen keuangan (lanjutan) d. Financial instruments (continued)

Liabilitas keuangan Financial liabilities

Grup memiliki liabilitas keuangan yang diukur The Group had financial liabilities measured at
dengan biaya perolehan diamortisasi, yang amortised cost, which consist of trade
terdiri dari utang usaha, utang lain-lain, akrual payables, other payables, accruals and
dan provisi, pinjaman bank dan pinjaman pihak provisions, bank loans, and long-term
berelasi jangka panjang; serta liabilitas intercompany loans; and financial liabilities at
keuangan diukur pada nilai wajar melalui laba fair value through profit or loss, which consist of
rugi, yang terdiri dari utang derivatif. derivative payables.

Setelah pengakuan awal yang diukur pada nilai After initial recognition which is at fair value
wajar ditambah biaya transaksi, Grup mengukur plus transaction costs, the Group measured all
seluruh liabilitas keuangan pada biaya financial liabilities at amortised cost using the
perolehan diamortisasi dengan menggunakan effective interest method.
metode suku bunga efektif.

Derivatif pada awalnya diakui sebesar nilai Derivatives are initially recognised at fair value
wajar pada tanggal kontrak derivatif disepakati on the date a derivative contract is entered into
dan selanjutnya diukur kembali sebesar nilai and are subsequently remeasured at their fair
wajarnya pada setiap tanggal pelaporan. values at each reporting period.

Liabilitas keuangan dihentikan pengakuannya Financial liabilities are derecognised when


pada saat dilunasi. extinguished.

Saling hapus instrumen keuangan Offsetting financial instruments

Aset keuangan dan liabilitas keuangan Financial assets and liabilities are offset and
disalinghapuskan dan jumlah netonya the net amount is reported in the interim
dilaporkan pada laporan posisi keuangan consolidated statements of financial position
konsolidasian interim ketika terdapat hak yang when there is a legally enforceable right to
berkekuatan hukum untuk melakukan saling offset the recognised amounts and there is an
hapus atas jumlah yang telah diakui tersebut intention to settle on a net basis, or realise the
dan adanya niat untuk menyelesaikan secara asset and settle the liability simultaneously.
neto, atau untuk merealisasikan aset dan
menyelesaikan liabilitas secara bersamaan.

Hak yang berkekuatan hukum tersebut tidak The legally enforceable right must not be
boleh tergantung pada peristiwa di masa yang contingent on future events and must be
akan datang dan harus dapat dilaksanakan enforceable in the normal course of business
dalam situasi bisnis yang normal dan dalam and in the event of default, insolvency or
keadaan lalai, gagal bayar atau kebangkrutan bankruptcy of the Group or the counter parties.
Grup atau pihak lawan.

Lampiran - 16 - Schedule

F-21
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

d. Instrumen keuangan (lanjutan) d. Financial instruments (continued)

Penurunan nilai aset keuangan Impairment of financial assets

Pada setiap tanggal akhir periode pelaporan, At the end of each reporting period, the Group
Grup menilai apakah terdapat bukti objektif assesses whether there is objective evidence
bahwa aset keuangan atau kelompok aset that a financial asset or group of financial
keuangan telah mengalami penurunan nilai. assets is impaired. A financial asset or group of
Aset keuangan atau kelompok aset keuangan financial assets is impaired and impairment
diturunkan nilainya dan kerugian penurunan losses are incurred only if there is objective
nilai terjadi hanya jika terdapat bukti objektif evidence of impairment as a result of one or
bahwa penurunan nilai akibat satu atau lebih more events that occurred after the initial
peristiwa yang terjadi setelah pengakuan awal recogni
(atau loss event (or events) has an impact on the
peristiwa-peristiwa) kerugian tersebut memiliki estimated future cash flows of the financial
dampak pada estimasi arus kas masa depan asset or group of financial assets that can be
atas aset keuangan atau kelompok aset reliably estimated.
keuangan yang dapat diestimasi secara andal.

e. Kas dan setara kas e. Cash and cash equivalents

Kas dan setara kas mencakup kas, kas pada Cash and cash equivalents include cash on
bank dan deposito on call pada bank dengan hand, cash in banks and deposits held at call
jatuh tempo tiga bulan atau kurang setelah with banks with original maturities of three
penempatannya, yang tidak dijadikan sebagai months or less since its placement, which are
jaminan atau dibatasi penggunaannya. not pledged as collateral nor restricted for use.

f. Piutang usaha f. Trade receivables

Piutang usaha merupakan jumlah yang terutang Trade receivables are amounts due from
dari pelanggan atas penjualan barang customers for goods sold in the ordinary course
dagangan dalam kegiatan usaha normal. Jika of business. If collection is expected in one year
piutang diperkirakan dapat ditagih dalam waktu or less (or in the normal operating cycle of the
satu tahun atau kurang (atau dalam siklus business if longer), they are classified as
operasi normal jika lebih panjang), piutang current assets. If not, they are presented as
diklasifikasikan sebagai aset lancar. Jika tidak, non-current assets.
piutang disajikan sebagai aset tidak lancar.

Piutang usaha pada awalnya diakui sebesar Trade receivables are recognised initially at fair
nilai wajar dan selanjutnya diukur pada biaya value and subsequently measured at amortised
perolehan diamortisasi dengan menggunakan cost using the effective interest method, except
metode suku bunga efektif, kecuali apabila efek if the effect of discounting would be immaterial,
diskonto tidak material, dikurangi provisi atas less any provision for impairment.
penurunan nilai.

Manajemen menetapkan provisi atas Management establishes provision for


penurunan nilai piutang ketika terdapat bukti impairment of receivables when there is
objektif bahwa saldo piutang mungkin tidak objective evidence that the outstanding
tertagih. Piutang ragu-ragu dihapusbukukan amounts may not be collectible. Doubtful
pada periode dimana piutang tersebut tidak accounts are written-off during the period in
dapat tertagih. which they are determined to be not collectible.

Lampiran - 17 - Schedule

F-22
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

g. Persediaan g. Inventories

Persediaan dinyatakan sebesar nilai yang lebih Inventories are stated at the lower of cost and
rendah antara harga perolehan dan nilai net realisable value. Cost is determined using
realisasi bersih. Harga perolehan ditentukan weighted-average method. The cost of finished
dengan menggunakan metode rata-rata goods and work in progress comprises
tertimbang. Harga perolehan barang jadi dan materials, direct labour, and an appropriate
pekerjaan dalam proses terdiri dari bahan baku, proportion of directly attributable fixed and
tenaga kerja langsung, dan proporsi yang variable overheads (based on normal operating
sesuai dari biaya overhead tetap dan variabel capacity). Net realisable value is the estimated
yang dapat diatribusikan secara langsung selling price in the ordinary course of business,
(berdasarkan kapasitas normal operasi). Nilai less estimated cost of completion, sales
realisasi bersih adalah estimasi harga jual promotion expenses and selling expenses.
dalam kegiatan usaha biasa, dikurangi estimasi
biaya penyelesaian, biaya promosi penjualan
dan beban penjualan.

Provisi penurunan nilai persediaan ditentukan A provision for impairment of inventories is


berdasarkan estimasi penggunaan atau determined on the basis of estimated future
penjualan di masa datang atas masing-masing usage or sale of individual inventory items.
persediaan.

h. Aset dimiliki untuk dijual h. Assets held for sale

Aset tidak lancar diklasifikasikan sebagai dimiliki Non-current assets are classified as held for
untuk dijual ketika nilai tercatatnya akan sale when their carrying amount is to be
dipulihkan terutama melalui transaksi penjualan recovered principally through a sale transaction
daripada melalui pemakaian berlanjut dan rather than through continuing use and a sale is
penjualannya sangat mungkin terjadi. Aset ini considered highly probable. They are stated at
dicatat pada nilai yang lebih rendah antara the lower of carrying amount and fair value less
jumlah tercatat dan nilai wajar setelah dikurangi costs to sell.
biaya untuk menjual.

Kerugian penurunan nilai diakui atas penurunan An impairment loss is recognised for any initial
nilai awal aset atau selanjutnya ke nilai wajar or subsequent write down of the assets to fair
dikurangi dengan biaya untuk menjual aset. value less costs to sell. A gain is recognised for
Keuntungan diakui atas peningkatan nilai wajar any subsequent increases in fair value less
dikurangi biaya untuk menjual aset tetapi tidak costs to sell of an asset, but not in excess of
boleh melebihi akumulasi rugi penurunan nilai any cumulative impairment loss previously
yang telah diakui sebelumnya. recognised.

Aset tidak lancar tidak boleh disusutkan atau Non-current assets are not depreciated or
diamortisasi selama diklasifikasikan sebagai amortised while they are classified as assets
aset dimiliki untuk dijual. held for sale.

Lampiran - 18 - Schedule

F-23
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

i. Aset tetap i. Fixed assets

Grup menerapkan metode biaya, dimana aset The Group adopts cost model, in which fixed
tetap diakui sebesar harga perolehan dikurangi assets are stated at cost less accumulated
dengan akumulasi penyusutan dan penurunan depreciation and impairment, if any. Fixed
nilai, jika ada. Aset tetap, kecuali hak atas assets, except land rights and construction in
tanah dan aset dalam pembangunan, progress, are depreciated using the straight-line
disusutkan berdasarkan metode garis lurus method to allocate the cost of each assets to its
untuk mengalokasikan harga perolehan ke nilai residual value over its estimated useful lives as
residunya selama estimasi masa manfaat follows:
sebagai berikut:

Tahun/Years

Bangunan 10 - 20 Buildings
Mesin dan peralatan 4 - 12 Machineries and equipments
Peralatan pabrik 4-8 Factory equipments
Peralatan kantor 4-8 Office equipments
Kendaraan bermotor 4-8 Motor vehicles

Biaya legal awal untuk mendapatkan hak legal Initial legal costs incurred to obtain legal rights
atas tanah diakui sebagai bagian biaya akuisisi of land are recognised as part of the acquisition
hak atas tanah, dan biaya-biaya tersebut tidak cost of the land rights, and these costs are not
disusutkan. Biaya terkait dengan perpanjangan depreciated. Costs related to renewal of land
hak atas tanah diakui sebagai aset takberwujud rights are recognised as intangible asset and
dan diamortisasi sepanjang umur hak atas amortised during the period of the land rights.
tanah.

Akumulasi biaya konstruksi bangunan dan The accumulated costs of the construction of
buildings and the installation of machineries are
dalam Pembangunan in Progress".
direklasifikasi ke akun aset tetap pada saat These costs are reclassified to fixed assets
proses konstruksi dan/atau instalasi selesai. account when the construction and/or
Penyusutan dimulai pada saat aset tersebut installation is complete. Depreciation is charged
siap untuk digunakan sesuai dengan tujuan from the date the assets are ready for use in
yang diharapkan oleh manajemen. the manner intended by management.

Biaya-biaya setelah perolehan awal diakui Subsequent c


sebagai bagian dari nilai tercatat aset atau carrying amount or recognised as a separate
sebagai aset yang terpisah, sebagaimana asset, as appropriate, only when it is probable
mestinya, hanya jika besar kemungkinan Grup that future economic benefits associated with
akan mendapatkan manfaat ekonomis di masa the item will flow to the Group and the cost of
depan berkenaan dengan aset tersebut dan the item can be measured reliably. The carrying
biaya perolehan aset tersebut dapat diukur amount of the replaced part is derecognised. All
dengan andal. Nilai tercatat komponen yang other repair and maintenance costs are
diganti dihapuskan. Biaya perbaikan dan charged to the interim consolidated profit or
pemeliharaan lainnya dibebankan ke dalam loss during the period in which they are
laporan laba rugi konsolidasian interim pada incurred.
periode dimana biaya-biaya tersebut terjadi.

Metode penyusutan, nilai residu dan umur The assets depreciation method, residual value
manfaat aset ditelaah dan disesuaikan bila and useful lives are reviewed, and adjusted if
perlu, pada setiap akhir periode pelaporan. appropriate, at the end of each reporting period.

Lampiran - 19 - Schedule

F-24
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

i. Aset tetap (lanjutan) i. Fixed assets (continued)

Ketika aset tetap tidak digunakan lagi atau When fixed assets are retired or otherwise
dijual, maka nilai tercatat dan akumulasi disposed of, their carrying values and the
penyusutannya dikeluarkan dari laporan related accumulated depreciation are
keuangan konsolidasian interim, dan eliminated from the interim consolidated
keuntungan atau kerugian yang terjadi diakui financial statements and the resulting gain or
dalam laporan laba rugi konsolidasian interim. loss on the disposal of fixed assets is
recognised in the interim consolidated profit or
loss.

Aset tetap diuji atas penurunan nilai bilamana Fixed assets are reviewed for impairment
terdapat kejadian atau perubahan keadaan whenever events or changes in circumstances
yang mengindikasikan bahwa nilai tercatat aset indicate that the carrying amount may not be
tersebut tidak dapat dipulihkan. Kerugian atas recoverable. An impairment loss is recognised
penurunan nilai diakui di laba rugi jika nilai in the profit or loss for the amount by which the
tercatat aset melebihi jumlah terpulihkan, yaitu
jumlah yang lebih tinggi antara nilai wajar aset recoverable amount, which is the higher of an
dikurangi biaya untuk menjual dan nilai pakai s to sell and value in
aset. Dalam menentukan penurunan nilai, aset use. For the purposes of assessing impairment,
dikelompokkan pada tingkat yang paling rendah assets are grouped at the lowest levels for
dimana terdapat arus kas yang dapat which there are separately identifiable cash
diidentifi
yang mengalami penurunan nilai diuji setiap suffer impairment are reviewed for possible
tanggal pelaporan untuk menentukan apakah reversal of the impairment at each reporting
terdapat kemungkinan pemulihan penurunan date.
nilai.

j. Utang usaha j. Trade payables

Utang usaha adalah kewajiban membayar Trade payables are obligations to pay for goods
barang atau jasa yang telah diterima dalam or services that have been acquired in the
kegiatan usaha normal dari pemasok. Utang ordinary course of business from suppliers.
usaha diklasifikasikan sebagai liabilitas jangka Trade payables are classified as current
pendek jika pembayarannya jatuh tempo dalam liabilities if payment is due within one year or
waktu satu tahun atau kurang (atau dalam less (or in the normal operating cycle of the
siklus operasi normal, jika lebih lama). Jika business if longer). If not, they are presented as
tidak, utang tersebut disajikan sebagai liabilitas non-current liabilities.
jangka panjang.

Utang usaha pada awalnya diakui sebesar nilai Trade payables are recognised initially at fair
wajar dan selanjutnya diukur pada biaya value and subsequently measured at amortised
perolehan diamortisasi dengan menggunakan cost using the effective interest method, except
metode suku bunga efektif, kecuali efek if the effect of discounting would be immaterial.
diskontonya tidak material.

Lampiran - 20 - Schedule

F-25
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

k. Pinjaman k. Borrowings

Pada saat pengakuan awal, pinjaman diakui Borrowings are recognised initially at fair value,
sebesar nilai wajar, dikurangi dengan biaya- net of transaction costs incurred. Borrowings
biaya transaksi yang terjadi. Selanjutnya, are subsequently carried at amortised cost; any
pinjaman diukur sebesar biaya perolehan difference between the proceeds (net of
diamortisasi; selisih antara penerimaan transaction costs) and the redemption value is
(dikurangi biaya transaksi) dan nilai pelunasan recognised in the interim consolidated profit or
dicatat pada laporan laba rugi konsolidasian loss over the period of the borrowings using the
interim selama periode pinjaman dengan effective interest method.
menggunakan metode suku bunga efektif.

Pinjaman diklasifikasikan sebagai liabilitas Borrowings are classified under current


jangka pendek kecuali Grup memiliki hak tanpa liabilities unless the Group has an unconditional
syarat untuk menunda pembayaran liabilitas right to defer the settlement of the liability for at
selama paling tidak 12 bulan setelah tanggal least 12 months after the reporting date.
pelaporan.

l. Provisi l. Provisions

Provisi diakui apabila Grup mempunyai Provisions are recognised when the Group has
kewajiban kini (baik bersifat kontraktual maupun present obligation (contractual as well as
konstruktif) sebagai akibat peristiwa masa lalu constructive) as a result of past events and it is
dan besar kemungkinan penyelesaian probable than not that an outflow of resources
kewajiban tersebut mengakibatkan arus keluar embodying economic benefits will be required
sumber daya dan kewajiban tersebut dapat to settle the obligation and a reliable estimate of
diestimasi dengan andal. the amount of the obligation can be made.

Provisi diukur sebesar nilai kini dari estimasi Provisions are measured at the present value of
terbaik manajemen atas pengeluaran yang
diperlukan untuk menyelesaikan kewajiban kini required to settle the present obligation at the
pada akhir periode pelaporan. end of the reporting period.

m. Imbalan kerja m. Employee benefits

Imbalan kerja jangka pendek Short-term employee benefits

Imbalan kerja jangka pendek diakui pada saat Short-term employee benefits are recognised
terutang pada karyawan. when they accrue to employees.

Pensiun dan imbalan pascakerja lain Pension and other post-employment


benefits

Sesuai dengan Undang-Undang Ketenaga- In accordance with Labor Law No. 13/2003

untuk menyediakan jumlah imbalan pensiun a minimum amount of pension benefits as


minimum sebagaimana yang diatur di dalam UU stipulated in Labor Law, which represents an
TK, dimana bentuknya merupakan program underlying defined benefit plan.
pensiun imbalan pasti.

Lampiran - 21 - Schedule

F-26
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

m. Imbalan kerja (lanjutan) m. Employee benefits (continued)

Pensiun dan imbalan pascakerja lain Pension and other post-employment


(lanjutan) benefits (continued)
Program imbalan pasti adalah program pensiun A defined benefit plan is a pension plan that
yang menetapkan jumlah imbalan pensiun yang defines an amount of pension benefit that an
akan diterima seorang karyawan pada saat employee will receive on retirement, usually
pensiun, biasanya tergantung oleh satu faktor dependent on one or more factors such as age,
atau lebih, misalnya usia, masa bekerja dan years of service and compensation.
kompensasi.

Liabilitas sehubungan dengan program imbalan The liability recognised in the interim
pasti diakui pada laporan posisi keuangan consolidated statement of financial position in
konsolidasian interim sebesar nilai kini liabilitas respect of the defined benefit plan is the
imbalan pasti pada tanggal pelaporan, dikurangi present value of the defined benefit obligation
nilai wajar aset program, jika ada. Liabilitas at the reporting date, less the fair value of plan
imbalan pasti dihitung setiap tahun oleh aktuaris assets, if any. The defined benefits obligation is
independen dengan menggunakan metode calculated annually by an independent actuary
projected unit credit. using the projected unit credit method.

Nilai kini liabilitas imbalan pasti ditentukan The present value of the defined benefit
dengan mendiskontokan arus kas keluar yang obligation is determined by discounting the
diestimasi dengan menggunakan tingkat imbal estimated future cash outflows using the yield
hasil obligasi pemerintah jangka panjang pada at the reporting date of long-term government
tanggal pelaporan dalam mata uang Rupiah, bonds that are denominated in Rupiah, in
sama dengan mata uang dimana imbalan which the benefits will be paid and that have
tersebut akan dibayarkan dan memiliki waktu terms to maturity similar to the related pension
jatuh tempo mendekati jangka waktu kewajiban obligation.
pensiun.
Pengukuran kembali yang timbul dari Remeasurements arising from experience
penyesuaian pengalaman dan perubahan dalam adjustments and changes in actuarial
asumsi-asumsi aktuarial langsung diakui assumptions are directly recognised to other
seluruhnya melalui penghasilan komprehensif comprehensive income. Accumulated
lainnya. Akumulasi pengukuran kembali remeasurements are reported in retained
dilaporkan di saldo laba. earnings.

Biaya jasa lalu yang terjadi akibat perubahan Past service cost arising from amendment or
atau kurtailmen program pensiun diakui segera curtailment of pension plan are recognised
dalam laporan laba rugi konsolidasian interim immediately in the interim consolidated profit or
pada saat terjadinya. loss when incurred.

Grup memberikan imbalan pascakerja lainnya, The Group also provides other post-
seperti uang pisah, uang pesangon, uang employment benefits, such as separation pay,
penggantian hak dan uang penghargaan. severance pay, compensation of rights pay and
Imbalan ini dihitung dengan menggunakan service pay. These benefits are accounted for
metode yang sama dengan metode yang using the same method as for the defined
digunakan dalam perhitungan program pensiun benefit pension plan.
imbalan pasti.

Lampiran - 22 - Schedule

F-27
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

n. Pengakuan pendapatan dan biaya n. Revenue and expenses recognition

Pendapatan diukur pada nilai wajar imbalan Revenue is measured at the fair value of the
yang diterima atau akan diterima dari penjualan consideration received or receivable for the
barang dalam kegiatan usaha normal Grup, sale of goods in the ordinary course of the
disajikan neto setelah dikurangi Pajak activities, net of value added tax,
Pertambahan Nilai, retur, rabat, insentif, dan returns, rebates, incentives, and other directly
biaya promosi penjualan lain yang dapat attributable sales promotion expenses.
diatribusikan secara langsung.

Grup mengakui pendapatan ketika jumlah The Group recognises revenue when the
pendapatan dapat diukur dengan andal, besar amount of revenue can be reliably measured, it
kemungkinan manfaat ekonomi masa depan is probable that future economic benefits will
akan mengalir ke Grup, dan ketika risiko dan flow to the Group, and when the risks and
manfaat signifikan atas kepemilikan barang rewards have been transferred to customer.
telah ditransfer ke pelanggan.

Beban diakui pada saat terjadinya dengan Expenses are recognised when incurred on an
menggunakan dasar akrual. accrual basis.

o. Perpajakan o. Taxation

Beban pajak penghasilan terdiri dari pajak kini The income tax expenses comprises current
dan pajak tangguhan. Beban pajak penghasilan and deferred income tax. Income tax expenses
diakui dalam laporan laba rugi konsolidasian are recognised in interim consolidated profit or
interim, kecuali jika pajak tersebut terkait loss, except to the extent that it relates to items
dengan transaksi yang diakui di penghasilan recognised in other comprehensive income or
komprehensif lain atau langsung diakui ke directly in equity. In this case, the tax is also
ekuitas. Dalam hal ini, pajak tersebut masing- recognised in other comprehensive income or
masing diakui dalam penghasilan komprehensif directly in equity, respectively.
lain atau ekuitas.

Pajak penghasilan kini dihitung dengan The current income tax is calculated using tax
menggunakan tarif pajak dan Undang-Undang rates and tax laws that have been enacted at
perpajakan yang berlaku pada tanggal the reporting date. Current tax assets and
pelaporan. Aset dan liabilitas pajak kini diukur liabilities are measured at the amount expected
sebesar nilai yang diharapkan dapat terpulihkan to be recovered or paid.
atau akan dibayar.

Pajak penghasilan tangguhan ditentukan Deferred income tax is determined using the
dengan menggunakan metode balance sheet balance sheet liability method, and provided for
liability, untuk akumulasi rugi pajak dan untuk tax losses carried forward and for all temporary
semua perbedaan temporer antara dasar differences arising between the tax bases of
pengenaan pajak atas aset dan liabilitas dengan assets and liabilities and their carrying amounts
nilai tercatatnya di laporan keuangan masing- in the financial statements for each entity in the
masing entitas dalam Grup. Group.

Pajak penghasilan tangguhan ditentukan Deferred income tax is determined using tax
dengan menggunakan tarif pajak yang berlaku rates that have been enacted or substantially
atau secara substansi telah diberlakukan pada enacted as at the reporting date and is
tanggal pelaporan dan diharapkan berlaku pada expected to be applied when the related
saat aset pajak tangguhan direalisasi atau deferred tax asset is realised or the deferred
liabilitas pajak tangguhan diselesaikan. tax liability is settled.

Lampiran - 23 - Schedule

F-28
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

o. Perpajakan (lanjutan) o. Taxation (continued)

Aset pajak tangguhan diakui apabila besar Deferred tax assets are recognised to the
kemungkinan jumlah penghasilan kena pajak di extent that it is probable that future taxable
masa mendatang akan memadai untuk profit will be available against which the
dikompensasi dengan perbedaan temporer deductible temporary differences and tax
yang dapat dikurangkan dan rugi pajak yang losses carried forward can be utilised.
masih dapat dimanfaatkan.

p. Laba per saham p. Earnings per share

Laba per saham dasar dihitung dengan Basic earnings per share are calculated by
membagi laba yang dapat diatribusikan kepada dividing the profit attributable to the owners of
pemilik entitas induk dengan jumlah rata-rata the parent by the weighted average number of
tertimbang saham biasa yang beredar pada ordinary shares outstanding during the year.
tahun berjalan.

Laba per saham dilusian dihitung dengan Diluted earnings per share is calculated by
menyesuaikan jumlah rata-rata tertimbang adjusting the weighted average number of
saham biasa yang beredar dengan dampak dari ordinary shares outstanding to assume effect
seluruh instrumen berpotensi saham biasa yang from conversion of all instruments with
bersifat dilutif. potentially dilutive ordinary shares.

Pada tanggal 30 September 2019 dan 30 As at 30 September 2019 and 30 September


September 2018, tidak ada instrumen yang 2018, there were no existing instruments which
berpotensi menjadi saham biasa. Oleh karena could result in the issuance of further ordinary
itu, laba per saham dilusian sama dengan laba shares. Therefore, diluted earnings per share is
per saham dasar. equivalent to basic earnings per share.

q. Pelaporan segmen q. Segment reporting

Segmen operasi dilaporkan dengan cara yang Operating segments are reported in a manner
konsisten dengan pelaporan internal yang consistent with the internal reporting provided
diberikan kepada pengambil keputusan operasi to the chief operating decision-maker. The chief
utama. Pengambil keputusan operasi utama operating decision-maker is responsible for
bertanggung jawab mengalokasikan sumber allocating resources, assessing performance of
daya, menilai kinerja segmen operasi, dan the operating segments, and making strategic
membuat keputusan strategis. decisions.

r. Transaksi dengan pihak-pihak berelasi r. Transaction with related parties

Grup melakukan transaksi dengan pihak-pihak The Group enters into transactions with related
berelasi sebagaimana didefinisikan dalam parties as
-
Seluruh transaksi dan saldo yang material balances with related parties are disclosed in
dengan pihak-pihak berelasi diungkapkan dalam the notes to the interim consolidated financial
catatan atas laporan keuangan konsolidasian statements.
interim.

Lampiran - 24 - Schedule

F-29
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

3. MANAJEMEN RISIKO KEUANGAN 3. FINANCIAL RISK MANAGEMENT

Faktor-faktor risiko keuangan Financial risk factors

Dalam aktivitasnya, Grup terekspos pada berbagai to a variety of


risiko keuangan, termasuk risiko nilai tukar mata financial risks, including foreign exchange risk,
uang asing, risiko tingkat suku bunga, risiko kredit interest rate risk, credit risk and liquidity risk. The
dan risiko likuiditas. Program manajemen risiko cial risk management program
keuangan Grup secara keseluruhan didesain untuk is designed to minimise potential adverse effects
meminimalisir dampak yang berpotensi merugikan nce. Financial risk
kinerja keuangan Grup. Manajemen risiko keuangan management is carried out by the Board of
dilakukan oleh Direksi. Directors.

Risiko nilai tukar mata uang asing Foreign exchange risk

Grup terekspos risiko nilai tukar mata uang asing The Group is exposed to foreign exchange risk
terutama berasal dari pembelian bahan baku dan mainly arising from purchase of materials and
pinjaman dalam mata uang USD dan JPY. Untuk borrowings denominated in USD and JPY. To
meminimalisir eksposur nilai tukar mata uang asing, manage its foreign currency exposures, the Group
Grup mengatur eksposur dalam tingkat yang dapat maintains the exposures at an acceptable level by
diterima dengan membeli mata uang asing yang buying foreign currencies that will be needed to
dibutuhkan untuk menghindari eksposur dari avoid exposures from short-term fluctuation, and
fluktuasi jangka pendek, dan menjaga saldo kas maintain sufficient cash in foreign currencies to
dalam mata uang asing yang cukup untuk cover its maturing obligations. When considered
menyelesaikan kewajiban yang akan jatuh tempo. necessary, the Group entered into derivatives
Ketika dianggap diperlukan, Grup melakukan transactions in the form of foreign currency forward
transaksi derivatif dalam bentuk kontrak valuta asing contract to hedge its future cash flow requirements,
berjangka untuk melindungnilai kebutuhan arus kas particularly related to purchase of imported
pada masa mendatang, terutama yang terkait materials.
dengan pembelian bahan baku impor.

Pada tanggal 30 September 2019, Grup memiliki As at 30 September 2019, the Group has net
posisi liabilitas moneter bersih. Jika Rupiah monetary liabilities position. If Rupiah had
melemah/menguat sebesar 10% terhadap USD dan weakened/strengthened by 10% against USD and
JPY, dengan variabel lain dianggap konstan, laba JPY, with all other variables held constant, profit
setelah pajak akan turun/naik sebesar after tax would be Rp 158.2 billion lower/higher
Rp 158,2 miliar (31 Desember 2018: Rp 155,9 (31 December 2018: Rp 155.9 billion). The impact
miliar). Dampak terhadap ekuitas akan sama on equity would have been the same as the impact
dengan dampak pada laba setelah pajak untuk on profit after tax for each year.
masing-masing tahun.

Risiko tingkat suku bunga Interest rate risk

Grup terekspos risiko tingkat suku bunga arus kas The Group is exposed to cash flows interest rate
yang timbul dari pinjaman dengan suku bunga risk arising from borrowings with floating interest
mengambang, yang terdiri dari pinjaman bank rate, which consist of short-term bank loans and
jangka pendek dan pinjaman pihak berelasi jangka long-term intercompany loans.
panjang.

Pada tanggal 30 September 2019, apabila tingkat As at 30 September 2019, if interest rates on the
suku bunga pada pinjaman-pinjaman di atas above borrowings had been 100 basis points
naik/turun sebesar 100 basis poin dengan variabel higher/lower with all other variables held constant,
lain dianggap konstan, laba setelah pajak akan profit after tax would be Rp 12.2 billion lower/higher
turun/naik sebesar Rp 12,2 miliar (31 Desember (31 December 2018: Rp 18.3 billion). The impact on
2018: Rp 18,3 miliar). Dampak terhadap ekuitas equity would have been the same with the impact
akan sama dengan dampak pada laba setelah pajak on profit after tax for each year.
untuk masing-masing tahun.

Lampiran - 25 - Schedule

F-30
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

3. MANAJEMEN RISIKO KEUANGAN (lanjutan) 3. FINANCIAL RISK MANAGEMENT (continued)

Faktor-faktor risiko keuangan (lanjutan) Financial risk factors (continued)

Risiko kredit Credit risk

Grup terekspos risiko kredit terutama berasal dari The Group is exposed to credit risk primarily from
kas dan deposito berjangka di bank dan kredit yang cash and time deposit in banks and credit given to
diberikan pada pelanggan. customers.

Terkait kas dan deposito berjangka di bank, Grup For cash and time deposits in banks, the Group has
memiliki kebijakan untuk meminimalisir risiko kredit policy to minimise credit risk by placing its large
dengan menempatkan sebagian besar kas dan portion of cash and deposits at reputable banks with
deposito pada bank dengan reputasi dan peringkat good credit ratings.
kredit yang baik.

Terkait dengan kredit yang diberikan kepada In respect to credit given to customers, the Group
pelanggan, Grup memiliki kebijakan untuk has policies in place to ensure that sales are made
memastikan penjualan dilakukan pada pelanggan to customers with a good credit history. In addition,
yang memiliki sejarah kredit yang baik. Grup juga the Group performs regular credit reviews of its
melakukan peninjauan secara berkala atas kredit existing customers and uses credit limits to regulate
pelanggan dan menerapkan limit kredit untuk credit risks.
menjaga risiko kredit.

Risiko likuiditas Liquidity risk

Risiko likuiditas muncul dalam situasi dimana Grup Liquidity risk arises in situation where the Group has
mengalami kesulitan dalam memperoleh difficulties in obtaining funding. Prudent liquidity risk
pendanaan. Manajemen risiko likuiditas yang baik management implies maintaining sufficient fund to
termasuk menjaga dana yang cukup untuk meet the operating capital requirement. The Group
memenuhi kebutuhan modal operasi. Grup manages liquidity risk by continuously monitoring
mengelola risiko likuiditas melalui tinjauan berkala forecast and actual cash flows and matching the
atas perkiraan arus kas di masa depan dan arus kas maturity profiles of financial assets and liabilities.
aktual serta mencocokkan profil jatuh tempo aset The Group aims to maintain flexibility through
dan liabilitas keuangan. Grup menjaga fleksibilitas having adequate cash funds and short-term
dengan memiliki dana kas dan penempatan jangka placements, and maintaining the availability of
pendek yang cukup, serta menjaga ketersediaan funding in the form of adequate credit lines.
pembiayaan dalam bentuk fasilitas kredit yang
memadai.

Tabel di bawah ini merangkum liabilitas keuangan


Grup pada tanggal pelaporan dan arus kas yang liabilities at the reporting date and the undiscounted
tidak didiskontokan yang dibutuhkan untuk cash flows required to settle those financial liabilities
menyelesaikan liabilitas-liabilitas keuangan tersebut based on the contractual maturity date (including
berdasarkan tanggal jatuh tempo kontraktual estimated interest payments).
(termasuk estimasi pembayaran bunga).
30 September 2019
Kurang dari Antara 1 Antara 3 Lebih dari
1 tahun/ dan 2 tahun/ dan 5 tahun/ 5 tahun/
Less than Between 1 Between 3 More than Jumlah/
1 year and 2 years and 5 years 5 years Total

30 September 2019 30 September 2019


Utang usaha 860,160 - - - 860,160 Trade payables
Utang lain-lain 50,995 - - - 50,995 Other payables
Akrual dan provisi 959,494 - - - 959,494 Accruals and provisions
Instrumen keuangan derivatif- Gross settled derivative-
kontrak valuta asing foreign currency
berjangka: forward contracts:
- Arus kas masuk (307,409) - - - (307,409) Cash inflows -
- Arus kas keluar 307,256 - - - 307,256 Cash outflows -
Pinjaman bank 144,241 - - - 144,241 Bank loans
Pinjaman pihak berelasi 64,377 68,802 1,807,041 - 1,940,220 Intercompany loans

Jumlah 2,079,114 68,802 1,807,041 - 3,954,957 Total

Lampiran - 26 - Schedule

F-31
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

3. MANAJEMEN RISIKO KEUANGAN (lanjutan) 3. FINANCIAL RISK MANAGEMENT (continued)

Faktor-faktor risiko keuangan (lanjutan) Financial risk factors (continued)

Risiko likuiditas (lanjutan) Liquidity risk (continued)

31 Desember/December 2018
Kurang dari Antara 1 Antara 3 Lebih dari
1 tahun/ dan 2 tahun/ dan 5 tahun/ 5 tahun/
Less than Between 1 Between 3 More than Jumlah/
1 year and 2 years and 5 years 5 years Total

31 Desember 2018 31 December 2018


Utang usaha 931,676 - - - 931,676 Trade payables
Utang lain-lain 107,577 - - - 107,577 Other payables
Akrual dan provisi 1,016,736 - - - 1,016,736 Accruals and provisions
Instrumen keuangan derivatif- Gross settled derivative-
kontrak valuta asing foreign currency
berjangka: forward contracts:
- Arus kas masuk (100,877) - - - (100,877) Cash inflows -
- Arus kas keluar 102,019 - - - 102,019 Cash outflows -
Pinjaman bank 260,117 - - - 260,117 Bank loans
Pinjaman pihak berelasi 68,135 68,235 1,875,990 - 2,012,360 Intercompany loans

Jumlah 2,385,383 68,235 1,875,990 - 4,329,608 Total

Manajemen risiko modal Capital risk management

Tujuan Grup ketika mengelola modal adalah untuk


mempertahankan kelangsungan usahanya guna to safeguard its ability to continue as a going
memberikan imbal hasil pada pemegang saham dan concern in order to provide returns to shareholders
manfaat pada pemangku kepentingan lainnya, serta and benefits for other stakeholders, while
menjaga struktur modal yang optimal untuk maintaining an optimal capital structure to reduce
mengurangi biaya modal. the cost of capital.

Untuk mempertahankan atau menyesuaikan struktur In order to maintain or adjust the capital structure,
modal, Grup dapat menyesuaikan jumlah dividen the Group may adjust the amount of dividends paid
yang dibayarkan kepada pemegang saham, to shareholders, issue new shares or sell assets to
menerbitkan saham baru atau menjual aset untuk reduce debts.
mengurangi utang.

Nilai wajar instrumen keuangan Fair value of financial instruments

Aset dan liabilitas keuangan Grup berupa kas pada The Grou
bank, deposito berjangka, piutang usaha, piutang comprises cash in banks, time deposits, trade
lain-lain, utang usaha, utang lain-lain, akrual dan receivables, other receivables, trade payables, other
provisi, dan pinjaman bank dengan jatuh tempo payables, accruals and provisions, and bank loans
kurang dari satu tahun; serta uang jaminan dan with maturities less than one year; and refundable
pinjaman pihak berelasi dengan jatuh tempo lebih deposits and intercompany loans with maturities
dari satu tahun. Nilai wajar dari aset dan liabilitas more than one year. The fair value of these financial
keuangan tersebut mendekati nilai tercatatnya assets and liabilities approximates their carrying
dikarenakan dampak dari diskonto tidak signifikan. values as the effect of discounting is not significant.

Derivatif dicatat pada nilai wajar yang ditentukan Derivatives are recorded at fair value which are
berdasarkan valuasi dari bank pada tanggal determined based on valuation from banks at the
pelaporan (pengukuran hirarki nilai wajar tingkat 2). reporting date (fair value measurement hierarchy
level 2).

Lampiran - 27 - Schedule

F-32
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

4. ESTIMASI DAN PERTIMBANGAN AKUNTANSI 4. SIGNIFICANT ACCOUNTING ESTIMATES AND


YANG SIGNIFIKAN JUDGEMENTS

Estimasi dan pertimbangan yang digunakan dalam Estimates and judgments used in preparing the
penyusunan laporan keuangan konsolidasian interim consolidated financial statements are
interim dievaluasi secara berkala berdasarkan continually evaluated and are based on historical
pengalaman historis dan faktor-faktor lainnya, experience and other factors, including expectations
termasuk ekspektasi dari kejadian-kejadian di masa of future events that are believed to be reasonable
depan yang diyakini wajar. Hasil aktual mungkin under the circumstances. Actual results may differ
berbeda dengan jumlah yang diestimasi. Estimasi from these estimates. The estimates and
dan asumsi yang mempunyai pengaruh signifikan assumptions that have a significant effects on the
terhadap jumlah tercatat aset dan liabilitas disajikan carrying amounts of assets and liabilities are
di bawah ini. disclosed below.

Provisi penurunan nilai piutang usaha Provision for impairment of trade receivables

Grup menelaah portofolio piutang usahanya secara The Group reviews its trade receivables portfolio
individual untuk mengevaluasi nilai terpulihkan using individual provisioning to assess recoverability
piutang usaha pada setiap tanggal pelaporan. Grup of trade receivables at each reporting date. The
mempertimbangkan beberapa faktor dalam Group considers several factors to determine
menentukan penurunan nilai piutang usaha, impairment, including receivables aging profile,
termasuk profil umur piutang, kondisi keuangan actual financial condition of debtors, and past default
aktual debitur, dan pengalaman historis piutang tak history. The actual realisable amount of trade
tertagih. Nilai terpulihkan aktual dari piutang usaha receivables can be different from the estimates.
dapat berbeda dengan nilai yang diestimasi.

Provisi penurunan nilai persediaan Provision for impairment of inventories

Grup menetapkan provisi penurunan nilai The Group establishes provision for impairment of
persediaan berdasarkan fakta dan keadaan pada inventories based on available facts and
tiap tanggal pelaporan, termasuk tapi tidak terbatas circumstances at each reporting date, including but
pada, kondisi fisik persediaan, harga jual pasar, dan
perkiraan biaya yang akan dikeluarkan untuk their market selling prices, and estimated costs to be
penjualan. Ketidakpastian yang terkait dengan incurred to their sales. Uncertainty associated with
faktor-faktor ini dapat mengakibatkan jumlah these factors may results in the realisable amount
realisasi yang berbeda dari nilai tercatat persediaan. being different from the reported carrying amount of
inventories.

Masa manfaat aset tetap Useful lives of fixed assets

Grup secara berkala menelaah estimasi masa The Group periodically reviews the estimated useful
manfaat aset tetap berdasarkan beberapa faktor, lives of fixed assets based on several factors such
seperti spesifikasi teknis, umur ekonomis, pola as technical specification, economic lives, usage
pemakaian, kebutuhan operasi dan bisnis. Laporan patterns, operation and business needs. The interim
keuangan konsolidasian interim dapat terpengaruh consolidated financial statements could be materially
secara material terhadap perubahan dalam estimasi affected by changes in these estimates.
tersebut.

Lampiran - 28 - Schedule

F-33
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

4. ESTIMASI DAN PERTIMBANGAN AKUNTANSI 4. SIGNIFICANT ACCOUNTING ESTIMATES AND


YANG SIGNIFIKAN (lanjutan) JUDGEMENTS (continued)

Akrual promosi penjualan Accrued sales promotion

Dalam kegiatan bisnisnya, Grup memiliki berbagai In its business operation, the Group has many sales
skema promosi penjualan yang diberikan kepada promotion schemes given to its distributors, retailers,
distributor, peritel, serta supermarket lokal dan as well as local supermarkets and traditional market
pelanggan pasar tradisional dalam bentuk insentif, customers in forms of incentive, rebate, discounts
rabat, diskon dan program promosi lainnya. Skema and other promotional programs. These sales
promosi penjualan ini terdiri dari skema tetap dan promotion schemes consist of fixed and variable
variabel. Skema variabel secara umum bergantung schemes. Variable schemes in general depends on
pada penjualan distributor ke peritel atau penjualan either distributors' sales to retailers or retailers' sales
peritel kepada pelanggan akhir. Grup mengestimasi to end customers. The Group estimates the accruals
akrual pada setiap akhir periode dengan at each period end by evaluating several factors,
mengevaluasi beberapa faktor, termasuk anggaran including approved sales promotion budget,
promosi penjualan yang disetujui, estimasi data estimated retailers' sell-in and sell-out data, period
penjualan distributor dan penjualan peritel, periode of promotion, estimated subsequent claims to be
promosi, estimasi klaim yang akan diterima di masa received from the counterparties, and other factors.
depan dari pihak yang bersangkutan, dan faktor Any difference between estimation and actual
lainnya. Perbedaan antara estimasi dan kondisi condition may have a significant impact to the
aktual dapat berdampak signifikan terhadap laporan interim consolidated financial statements.
keuangan konsolidasian interim.

Perpajakan Taxation

Grup beroperasi di bawah peraturan perpajakan di The Group operates under tax regulations in
Indonesia. Dalam mengevaluasi posisi pajak yang Indonesia. In evaluating the tax position taken in its
annual and monthly tax return, management
Tahunan dan SPT Masa, manajemen menerapkan exercise its judgement with respect to situations in
pertimbangannya sehubungan dengan situasi which the applicable tax regulation is subject to
dimana dibutuhkan interpretasi atas peraturan pajak interpretation. The result of tax audit by the Tax
yang berlaku. Hasil pemeriksaan pajak oleh Kantor Office can be different with the tax position taken by
Pajak dapat berbeda dengan posisi pajak yang the Group. Where appropriate, the Group
dilaporkan oleh Grup. Jika diperlukan, Grup establishes provision on the basis of the amounts
menetapkan provisi berdasarkan jumlah yang expected to be paid to the tax authority, and/or
diharapkan akan dibayarkan kepada otoritas pajak, impair the carrying amount of claim for tax refund
dan/atau menurunkan nilai tercatat klaim restitusi based on the amount expected to be recovered.
pajak sesuai dengan jumlah yang diperkirakan akan
diperoleh kembali.

5. KAS DAN SETARA KAS 5. CASH AND CASH EQUIVALENTS

30 September 31 Desember/
2019 December 2018

Kas 3 11 Cash on hand


Kas pada bank 1,305,967 1,140,072 Cash in banks

1,305,970 1,140,083

Lampiran - 29 - Schedule

F-34
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

5. KAS DAN SETARA KAS (lanjutan) 5. CASH AND CASH EQUIVALENTS (continued)

Kas pada bank Cash in banks


30 September 31 Desember/
2019 December 2018

Pihak ketiga: Third parties:


Rupiah: Rupiah:
PT Bank CIMB Niaga Tbk 905,068 632,249 PT Bank CIMB Niaga Tbk
PT Bank Maybank Indonesia Tbk 284,075 341,218 PT Bank Maybank Indonesia Tbk
PT Bank Mandiri (Persero) Tbk 63,632 90,489 PT Bank Mandiri (Persero) Tbk
PT Bank Danamon Indonesia Tbk 16,420 100 PT Bank Danamon Indonesia Tbk
PT Bank Central Asia Tbk 7,140 7,500 PT Bank Central Asia Tbk
MUFG Bank, Ltd., cabang Jakarta 1,296 4,891 MUFG Bank, Ltd., Jakarta branch
PT Bank Mega Tbk 1,000 - PT Bank Mega Tbk
PT Bank Mizuho Indonesia 534 1,424 PT Bank Mizuho Indonesia
PT Bank BTPN Tbk 132 220 PT Bank BTPN Tbk
PT Bank Negara Indonesia PT Bank Negara Indonesia
(Persero) Tbk 107 52 (Persero) Tbk

1,279,404 1,078,143

Mata uang asing: Foreign currencies:


MUFG Bank, Ltd., cabang Jakarta 18,790 53,709 MUFG Bank, Ltd., Jakarta branch
PT Bank CIMB Niaga Tbk 7,114 7,262 PT Bank CIMB Niaga Tbk
PT Bank Maybank Indonesia Tbk 441 421 PT Bank Maybank Indonesia Tbk
PT Bank BTPN Tbk 109 426 PT Bank BTPN Tbk
PT Bank Mizuho Indonesia 109 111 PT Bank Mizuho Indonesia

26,563 61,929

Jumlah kas pada bank 1,305,967 1,140,072 Total cash in banks

Suku bunga per tahun atas kas pada bank berkisar Interest rates per annum for cash in banks were
antara 0,01% - 1,52% (31 Desember 2018: 0,05% - ranging between 0.01% - 1.52% (31 December
3,50%). 2018: 0.05% - 3.50%).

6. DEPOSITO BERJANGKA 6. TIME DEPOSITS

Pada tanggal 30 September 2019 dan 31 Desember As at 30 September 2019 and 31 December 2018,
2018, Grup memiliki deposito berjangka dengan the Group has time deposits with maturity over three
jatuh tempo di atas tiga bulan sejak penempatannya months since its placement as follows:
sebagai berikut:
30 September 31 Desember/
2019 December 2018

Pihak ketiga: Third party:


Mata uang asing: Foreign currencies:
MUFG Bank, Ltd., cabang Jakarta 1,109 1,133 MUFG Bank, Ltd., Jakarta branch

Jumlah deposito berjangka 1,109 1,133 Total time deposits

Suku bunga per tahun atas deposito berjangka Interest rates per annum for time deposits were
berkisar antara 0,90% - 1,15% (31 December 2018: ranging between 0.90% - 1.15% (31 December
0,90% - 1,15%). 2018: 0.90% - 1.15%).

Deposito berjangka ini dijaminkan untuk transaksi These time deposits are pledged as collateral for
pembelian dari PT Perusahaan Gas Negara purchase transactions from PT Perusahaan Gas
(Persero) Tbk. Negara (Persero) Tbk.

Lampiran - 30 - Schedule

F-35
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

7. PIUTANG USAHA 7. TRADE RECEIVABLES

30 September 31 Desember/
2019 December 2018

Pihak berelasi (Catatan 25c) Related parties (Note 25c)


Rupiah 57,836 - Rupiah
Mata uang asing 148,985 215,751 Foreign currencies

206,821 215,751

Pihak ketiga Third parties


Rupiah 1,923,716 1,653,137 Rupiah
Mata uang asing 13,864 32,228 Foreign currencies

1,937,580 1,685,365
Dikurangi: Provisi penurunan Less: Provision for impairment
nilai piutang usaha (140,532) (111,402) of trade receivables

1,797,048 1,573,963

Jumlah piutang usaha 2,003,869 1,789,714 Total trade receivables

Analisis umur piutang usaha adalah: The aging analysis of trade receivables is as follows:

30 September 31 Desember/
2019 December 2018

Belum jatuh tempo dan tidak


mengalami penurunan nilai 1,324,892 1,593,059 Neither past due nor impaired
Telah jatuh tempo: Past due:
- Sampai dengan 3 bulan 578,865 150,924 Up to 3 months -
- 3 sampai 6 bulan 65,744 30,663 3 to 6 months -
- Lebih dari 6 bulan 174,900 126,470 Above 6 months -

2,144,401 1,901,116

Pada tanggal 30 September 2019, piutang usaha As at 30 September 2019, trade receivables of
sebesar Rp 679 miliar (31 Desember 2018: Rp Rp 679 billion (31 December 2018: Rp 196.6 billion)
196,6 miliar) telah lewat jatuh tempo namun tidak were past due but not impaired. These relate to a
mengalami penurunan nilai. Piutang tersebut number of independent customers with whom there
berasal dari sejumlah pelanggan yang tidak memiliki is no recent history of default.
sejarah gagal bayar.

Pada tanggal 30 September 2019, piutang usaha As at 30 September 2019, trade receivables of
sebesar Rp 140,5 miliar (31 Desember 2018: Rp Rp 140.5 billion (31 December 2018: Rp 111.4
111,4 miliar) telah mengalami penurunan nilai. billion) were impaired. The individually impaired
Piutang yang mengalami penurunan nilai receivables mainly relate to certain third party
merupakan piutang kepada pelanggan pihak ketiga customers, which are unexpectedly experiencing
tertentu, yang secara tidak terduga mengalami difficult financial condition.
kesulitan keuangan.

Mutasi provisi penurunan nilai piutang usaha adalah Movement of provision for impairment of trade
sebagai berikut: receivables are as follows:

30 September 31 Desember/
2019 December 2018

Saldo awal 111,402 108,970 Beginning balance


Penambahan 29,130 9,931 Addition
Pemulihan kembali - (7,499) Recovery

Saldo akhir 140,532 111,402 Ending balance

Lampiran - 31 - Schedule

F-36
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

7. PIUTANG USAHA (lanjutan) 7. TRADE RECEIVABLES (continued)

Manajemen berkeyakinan bahwa provisi atas Management believes that the provision for
penurunan nilai piutang tersebut cukup untuk impairment of receivables is adequate to cover
menutupi kerugian dari kemungkinan tidak possible loss on uncollectible trade receivables.
tertagihnya piutang usaha.

Pada tanggal 30 September 2019 dan 31 Desember As at 30 September 2019 and 31 December 2018,
2018, tidak ada piutang usaha Grup yang
dijaminkan. collateral.

8. PERSEDIAAN 8. INVENTORIES

30 September 31 Desember/
2019 December 2018

Bahan baku dan barang Raw materials and


setengah jadi 337,075 387,449 semi-finished goods
Barang dalam proses 812 2,280 Work in progress
Barang jadi 341,482 278,384 Finished goods
Barang dalam perjalanan 88,453 69,900 Goods in transit
Bahan pembantu dan suku cadang 2,306 2,617 Consumables and spareparts

770,128 740,630
Dikurangi: Provisi penurunan Less: Provision for
nilai persediaan (9,644) (16,403) impairment of inventories

760,484 724,227

Mutasi provisi penurunan nilai persediaan adalah The movement of provision for impairment of
sebagai berikut: inventories are as follows:

30 September 31 Desember/
2019 December 2018

Saldo awal 16,403 8,040 Beginning balance


Penambahan 1,600 11,355 Addition
Pemulihan kembali (8,359) (2,992) Recovery

Saldo akhir 9,644 16,403 Ending balance

Manajemen berpendapat bahwa provisi penurunan Management believes that the provision for
nilai persediaan tersebut memadai untuk menutup impairment of inventories is adequate to cover
kemungkinan kerugian karena keusangan dan possible losses on obsolescence and decline in
penurunan nilai persediaan. value of inventories.

Pada tanggal 30 September 2019, persediaan Grup


(kecuali barang dalam perjalanan) telah (excluding goods in transit) were insured against all
diasuransikan terhadap semua risiko kerusakan risks of damage to PT Sompo Insurance Indonesia
kepada PT Sompo Insurance Indonesia dengan with total sum insured of Rp 695 billion (31
jumlah pertanggungan sebesar Rp 695 miliar (31 December 2018: insured to PT Asuransi Tokio
Desember 2018: diasuransikan kepada PT Asuransi Marine Indonesia with total sum insured of Rp 1
Tokio Marine Indonesia dengan jumlah
pertanggungan sebesar Rp 1 triliun). Manajemen inventories as at 30 September 2019 and 31
Grup berpendapat bahwa persediaan pada tanggal December 2018 were adequately insured.
30 September 2019 dan 31 Desember 2018 telah
diasuransikan secara memadai.

Pada tanggal 30 September 2019 dan 31 Desember As at 30 September 2019 and 31 December 2018,
2018, tidak ada persediaan Grup yang dijaminkan. pledged as
collateral.
Lampiran - 32 - Schedule

F-37
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

9. BIAYA DIBAYAR DIMUKA 9. PREPAID EXPENSES

30 September 31 Desember/
2019 December 2018

Promosi penjualan 67,475 91,446 Sales promotion


Sewa 6,706 9,183 Rental
Asuransi 3,095 - Insurance
Lain-lain (masing-masing
dibawah Rp 500 juta) 3,107 2,762 Others (each below Rp 500 million)

80,383 103,391

10. PERPAJAKAN 10. TAXATION

a. Pajak dibayar dimuka a. Prepaid taxes

30 September 31 Desember/
2019 December 2018

Pajak penghasilan badan Corporate income tax


Perusahaan The Company
Surat ketetapan pajak: Tax assessment letters:
- Tahun fiskal 2016 65,490 65,490 2016 fiscal year -
- Tahun fiskal 2015 48,838 48,838 2015 fiscal year -
- Tahun fiskal 2013 20,967 20,967 2013 fiscal year -

135,295 135,295

Entitas Anak Subsidiary


Lebih bayar: Overpayment:
- Tahun fiskal 2019 1,665 - 2019 fiscal year -
- Tahun fiskal 2018 3,031 3,031 2018 fiscal year -
Surat ketetapan pajak: Tax assessment letters
- Tahun fiskal 2017 - 2,486 2017 fiscal year -

4,696 5,517

Konsolidasian 139,991 140,812 Consolidated

Pajak lainnya Other taxes


Perusahaan The Company
Pajak Pertambahan Nilai 42,419 84,310 Value added tax
Surat ketetapan pajak: Tax assessment letters:
- Tahun fiskal 2015 18,254 21,534 2015 fiscal year -
- Tahun fiskal 2014 18,605 18,605 2014 fiscal year -
- Tahun fiskal 2012 8,940 8,940 2012 fiscal year -
- Tahun fiskal 2011 18,300 18,300 2011 fiscal year -

106,518 151,689

Entitas Anak Subsidiary


Pajak Pertambahan Nilai 15,900 18,064 Value added tax

Konsolidasian 122,418 169,753 Consolidated

Lampiran - 33 - Schedule

F-38
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

10. PERPAJAKAN (lanjutan) 10. TAXATION (continued)

b. Utang pajak b. Taxes payable

30 September 31 Desember/
2019 December 2018

Pajak penghasilan badan Corporate income tax


Perusahaan The Company
- Pasal 25 3,584 1,416 Article 25 -
- Pasal 29 75,229 30,260 Article 29 -

78,813 31,676

Entitas Anak - - Subsidiary

Konsolidasian 78,813 31,676 Consolidated

Pajak lainnya Other taxes


Perusahaan The Company
- Pasal 21 5,321 1,437 Article 21 -
- Pasal 22 127 127 Article 22 -
- Pasal 23 10,690 5,435 Article 23 -
- Pasal 26 738 2,055 Article 26 -
- Pasal 4 (2) 1,212 669 Article 4 (2) -

18,088 9,723

Entitas Anak Subsidiary


- Pasal 21 101 96 Article 21 -
- Pasal 22 6 - Article 22 -
- Pasal 23 23 26 Article 23 -
- Pasal 26 125 390 Article 26 -
- Pasal 4 (2) - 4 Article 4 (2) -

255 516

Konsolidasian 18,343 10,239 Consolidated

c. Beban pajak penghasilan c. Income tax expenses

30 September 30 September
2019 2018

Perusahaan The Company


Pajak kini 142,757 71,880 Current tax
Pajak tangguhan (8,670) (6,940) Deferred tax
Beban pajak dari hasil Tax expenses from
pemeriksaan pajak - 16,452 tax audit result
134,087 81,392

Entitas Anak Subsidiary


Pajak kini - - Current tax
Pajak tangguhan 4,984 (974) Deferred tax

4,984 (974)

Lampiran - 34 - Schedule

F-39
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

10. PERPAJAKAN (lanjutan) 10. TAXATION (continued)

c. Beban pajak penghasilan (lanjutan) c. Income tax expenses (continued)

30 September 30 September
2019 2018

Konsolidasian Consolidated
Pajak kini 142,757 71,880 Current tax
Pajak tangguhan (3,686) (7,914) Deferred tax
Pajak tangguhan atas
keuntungan yang
belum terealisasi 9 (9) Deferred tax for unrealised profits
Beban pajak dari hasil Tax expenses from
pemeriksaan pajak - 16,452 tax audit result

139,080 80,409

Rekonsiliasi antara beban pajak penghasilan The reconciliation between consolidated income
konsolidasian dan hasil perhitungan teoritis laba tax expenses and the theoretical tax amount on
sebelum pajak penghasilan konsolidasian consolidated profit before income tax is as
adalah sebagai berikut: follows:

30 September 30 September
2019 2018

Laba konsolidasian Consolidated profit


sebelum pajak penghasilan 468,348 194,163 before income tax

Pajak dihitung dengan tarif Tax calculated at


pajak yang berlaku 117,087 48,541 applicable tax rate
Penghasilan kena pajak final (5,137) (5,246) Income subject to final tax
Beban yang tidak dapat
dikurangkan 27,130 20,836 Non-deductible expenses
Beban pajak dari hasil
pemeriksaan pajak - 16,452 Tax expenses from tax audit result
Penyesuaian periode sebelumnya - (174) Prior period adjustments
Beban pajak penghasilan 139,080 80,409 Income tax expenses

Rekonsiliasi antara laba sebelum pajak The reconciliation between profit before income
Perusahaan dengan penghasilan kena pajak
Perusahaan untuk periode sembilan bulan estimated taxable income for the nine-month
yang berakhir pada tanggal 30 September 2019 periods ended 30 September 2019 and
dan 30 September 2018 adalah sebagai 30 September 2018 is as follows:
berikut:
30 September 30 September
2019 2018

Laba konsolidasian sebelum Consolidated profit before


pajak penghasilan 468,348 194,163 income tax
Ditambah/(dikurangi): Add/(less):
- (Laba)/rugi sebelum pajak (Profit)/loss before income tax -
penghasilan Entitas Anak (6,780) 15,422 of Subsidiary
- Penyesuaian eliminasi Adjustment for consolidation -
konsolidasi (37) 35 elimination

461,531 209,620
Koreksi fiskal: Fiscal correction:
- Perbedaan temporer 34,679 27,761 Temporary differences -
- Penghasilan kena pajak final (20,540) (20,968) Income subject to final tax -
- Beban yang tidak dapat
dikurangkan 95,356 71,107 Non-deductible expenses -

Laba kena pajak Perusahaan 571,026 287,520 Taxable income of the Company

Lampiran - 35 - Schedule

F-40
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

10. PERPAJAKAN (lanjutan) 10. TAXATION (continued)

c. Beban pajak penghasilan (lanjutan) c. Income tax expenses (continued)

30 September 30 September
2019 2018

Laba kena pajak Perusahaan 571,026 287,520 Taxable income of the Company

Beban pajak penghasilan Current income tax expenses


kini Perusahaan 142,757 71,880 of the Company

Dikurangi: Pembayaran pajak Less: Prepayment of income


dimuka Perusahaan (67,528) (46,266) taxes of the Company

Kurang bayar pajak Underpayment of corporate


penghasilan badan income tax of the
Perusahaan 75,229 25,614 Company

Beban pajak penghasilan Current income tax expenses


kini Entitas Anak - - of Subsidiary

Dikurangi: Pembayaran pajak Less: Prepayment of income


dimuka Entitas Anak (1,665) (2,019) taxes of Subsidiary

Lebih bayar pajak Overpayment of corporate


penghasilan badan income tax of income tax
Entitas Anak (1,665) (2,019) of Subsidiary

Dalam laporan keuangan konsolidasian interim In these interim consolidated financial


ini, penghasilan kena pajak didasarkan pada statements, taxable income is based on
perhitungan sementara, karena Perusahaan preliminary calculations, as the Company
menyampaikan Surat Pemberitahuan Tahunan submit its annual corporate income tax returns
(SPT) pajak penghasilan badan secara tahunan on annual basis for the year ended
untuk tahun yang berakhir pada 31 Desember 31 December 2019 and 2018.
2019 dan 2018.

Pada tanggal 30 September 2019 dan 30 As at 30 September 2019 and 30 September


September 2018, Grup memiliki akumulasi rugi 2018, the Group has accumulated unused tax
pajak yang belum terpakai sebagai berikut: losses as follows:
Rugi pajak/Tax losses
Tahun kadaluarsa/ 30 September 30 September
Tahun pajak/Fiscal year Year of expiry 2019 2018
Entitas Anak/Subsidiary
2015 2020 11,137 49,597

Berdasarkan proyeksi keuangan yang dilakukan


manajemen pada akhir tahun, Grup year end, the Group believes that there will be
berkeyakinan bahwa akan ada penghasilan sufficient future taxable income to utilise the
kena pajak yang memadai di masa depan untuk above tax losses.
memakai akumulasi rugi pajak tersebut.

Lampiran - 36 - Schedule

F-41
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

10. PERPAJAKAN (lanjutan) 10. TAXATION (continued)

d. Aset pajak tangguhan d. Deferred tax assets

Rincian aset pajak tangguhan Grup adalah


sebagai berikut: are as follows:

30 September 2019
Dikreditkan ke
penghasilan
Dikreditkan/ komprehensif
(dibebankan) ke lainnya/
Saldo awal/ laporan laba rugi/ Credited to other
Beginning Credited/(charged) comprehensive Saldo akhir/
balance to profit or loss income Ending balance

Aset pajak tangguhan Consolidated deferred


konsolidasian tax assets
Persediaan 4,101 (1,690) - 2,411 Inventories
Piutang usaha 27,851 (329) - 27,522 Trade receivables
Aset tetap 22,252 8,175 - 30,427 Fixed assets
Imbalan kerja 25,964 4,290 3,196 33,450 Employee benefits
Akrual dan provisi 1,430 (491) - 939 Accruals and provisions
Rugi pajak 9,053 (6,269) - 2,784 Tax losses
Keuntungan yang
belum terealisasi 132 (9) - 123 Unrealised profits

Aset pajak tangguhan


konsolidasian, Consolidated deferred
bersih 90,783 3,677 3,196 97,656 tax assets, net

31 Desember/December 2018
Dibebankan ke
penghasilan
Dikreditkan/ komprehensif
(dibebankan) ke lainnya/
Saldo awal/ laporan laba rugi/ Charged to other
Beginning Credited/(charged) comprehensive Saldo akhir/
balance to profit or loss income Ending balance

Aset pajak tangguhan Consolidated deferred


konsolidasian tax assets
Persediaan 2,010 2,091 - 4,101 Inventories
Piutang usaha 27,243 608 - 27,851 Trade receivables
Aset tetap 18,042 4,210 - 22,252 Fixed assets
Imbalan kerja 27,484 4,598 (6,118) 25,964 Employee benefits
Akrual dan provisi 1,112 318 - 1,430 Accruals and provisions
Rugi pajak 12,934 (3,881) - 9,053 Tax losses
Keuntungan yang
belum terealisasi 311 (179) - 132 Unrealised profits

Aset pajak tangguhan


konsolidasian, Consolidated deferred
bersih 89,136 7,765 (6,118) 90,783 tax assets, net

Lampiran - 37 - Schedule

F-42
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

10. PERPAJAKAN (lanjutan) 10. TAXATION (continued)

e. Surat ketetapan pajak e. Tax assessment letters

Perusahaan The Company

Tahun fiskal 2016 - Pajak penghasilan badan 2016 fiscal year - Corporate income tax

Pada bulan September 2019, Perusahaan In September 2019, the Company received tax
menerima surat ketetapan pajak yang assessment letter confirming an underpayment
menyatakan kurang bayar pajak penghasilan of corporate income tax amounting to Rp 186.6
badan sebesar Rp 186,6 miliar, dibandingkan billion, as opposed to the overpayment of Rp
dengan lebih bayar Rp 65,5 miliar yang diklaim 65.5 billion previously claimed. Up to the
sebelumnya. Sampai dengan tanggal otorisasi authorisation date of these interim consolidated
laporan keuangan konsolidasian interim ini, financial statements, the Company is in the
Perusahaan sedang dalam proses persiapan process to file an objection to the Tax Office.
untuk mengajukan keberatan ke Kantor Pajak.

Tahun fiskal 2016 - Pajak lainnya 2016 fiscal year - Other taxes

Pada bulan September 2019, Perusahaan In September 2019, the Company received tax
menerima beberapa surat ketetapan pajak yang assessment letters confirming underpayments
menyatakan kurang bayar Pajak Pertambahan of value added tax amounting to Rp 62.6 billion
Nilai sebesar Rp 62,6 miliar dan pajak and withholding tax Article 23 amounting to Rp
penghasilan Pasal 23 sebesar Rp 37 miliar. 37 billion. The Company did not agree with the
Perusahaan tidak setuju dengan keputusan decision regarding value added tax and is in the
terkait dengan Pajak Pertambahan Nilai dan process to file an objection to the Tax Office at
sedang dalam proses persiapan untuk the authorisation date of these interim
mengajukan keberatan ke Kantor Pajak pada consolidated financial statements. The
tanggal otorisasi laporan keuangan Company agreed with tax assessment result for
konsolidasian interim ini. Perusahaan menyetujui withholding tax Article 23 and has paid the
hasil ketetapan pajak untuk pajak penghasilan underpayment in October 2019.
Pasal 23 dan telah membayar kurang bayar
tersebut pada bulan Oktober 2019.

Tahun fiskal 2015 - Pajak penghasilan badan 2015 fiscal year - Corporate income tax

Pada bulan April 2018, Perusahaan menerima In April 2018, the Company received tax
surat ketetapan pajak yang menyatakan lebih assessment letter confirming an overpayment of
bayar pajak penghasilan badan sebesar Rp corporate income tax amounting to
153,5 miliar, dibandingkan dengan Rp 218,8 Rp 153.5 billion, as opposed to Rp 218.8 billion
miliar yang diklaim sebelumnya. Perusahaan previously claimed. The Company received the
menerima restitusi pajak tersebut pada bulan Mei refund in May 2018 amounting to Rp 142.4
2018 sebesar Rp 142,4 miliar sedangkan billion while the remaining Rp 11.1 billion was
sisanya sebesar Rp 11,1 miliar dikompensasikan compensated to several other taxes payable.
ke beberapa utang pajak lain.

Perusahaan menyetujui sebagian hasil The Company partially agreed with the tax
ketetapan pajak tersebut dan membebankan assessment result and charged Rp 16.5 billion to
sebesar Rp 16,5 miliar ke laporan laba rugi. the profit or loss. In July 2018, the Company filed
Pada bulan Juli 2018, Perusahaan mengajukan an objection to the Tax Office for the remaining
keberatan kepada Kantor Pajak atas sisanya Rp 48.8 billion which subsequently rejected in
sebesar Rp 48,8 miliar yang kemudian ditolak June 2019. In September 2019, the Company
pada bulan Juni 2019. Pada bulan September lodged a tax appeal to the Tax Court. Up to the
2019, Perusahaan mengajukan banding ke authorisation date of these interim consolidated
Pengadilan Pajak. Sampai dengan tanggal financial statements, the Company has yet to
otorisasi laporan keuangan konsolidasian interim receive the appeal results.
ini, Perusahaan belum menerima hasil
keputusan banding.

Lampiran - 38 - Schedule

F-43
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

10. PERPAJAKAN (lanjutan) 10. TAXATION (continued)

e. Surat ketetapan pajak (lanjutan) e. Tax assessment letters (continued)

Perusahaan (lanjutan) The Company (continued)

Tahun fiskal 2015 - Pajak lainnya 2015 fiscal year - Other taxes

Pada bulan April 2018, Perusahaan menerima In April 2018, the Company received several
beberapa surat ketetapan pajak yang tax assessment letters confirming
menyatakan kurang bayar Pajak Pertambahan underpayments of value added tax, withholding
Nilai, pajak penghasilan Pasal 23 dan Pasal 26 tax Articles 23 and 26 totalling Rp 30.5 billion
dengan total sebesar Rp 30,5 miliar (termasuk (including interest and penalty of Rp 6 billion).
bunga dan denda sebesar Rp 6 miliar). The Company paid the underpayments
Perusahaan membayar kurang bayar tersebut amounting to Rp 20.1 billion, while the
sebesar Rp 20,1 miliar, sementara sisanya remaining Rp 10.4 billion was compensated
Rp 10,4 miliar dikompensasikan dengan with the 2015 corporate income tax refund. The
restitusi pajak penghasilan badan tahun 2015. Company filed objections to the Tax Office in
Perusahaan mengajukan keberatan pada July 2018 for the amount of Rp 21.5 billion
Kantor Pajak pada bulan Juli 2018 sejumlah related to value added tax and Article 26
Rp 21,5 miliar terkait Pajak Pertambahan Nilai income tax. The remaining Rp 9 billion was
dan pajak penghasilan Pasal 26. Selisihnya charged to the 2018 profit or loss.
sejumlah Rp 9 miliar dibebankan ke laporan
laba rugi tahun 2018.

Pada bulan Juni - Juli 2019, Kantor Pajak In June - July 2019, the Tax Office rejected all
menolak seluruh keberatan. Perusahaan objections. The Company partially agreed with
menyetujui sebagian hasil keberatan atas Pajak objection result for value added tax amounting
Pertambahan Nilai sebesar Rp 1,6 miliar dan Rp 1.6 billion and fully agreed with the
menyetujui penuh hasil keberatan atas pajak objection result for withholding tax Article 26
penghasilan Pasal 26 sebesar Rp 1,6 miliar dan amounting Rp 1.6 billion and charged it to the
membebankannya pada laporan laba rugi tahun 2019 profit or loss. In October 2019, the
2019. Pada bulan Oktober 2019, Perusahaan Company lodged a tax appeal for value added
mengajukan banding atas Pajak Pertambahan tax amounting to Rp 18.3 billion to the Tax
Nilai sebesar Rp 18,3 miliar ke Pengadilan Court. Up to the authorisation date of these
Pajak. Sampai dengan tanggal otorisasi laporan interim consolidated financial statements, the
keuangan konsolidasian interim ini, Perusahaan Company has yet to receive the appeal results.
belum menerima hasil keputusan banding.

Tahun fiskal 2014 - Pajak lainnya 2014 fiscal year - Other taxes

Pada bulan Desember 2016, Perusahaan In December 2016, the Company received tax
menerima beberapa surat ketetapan pajak yang assessment letters confirming underpayments
menyatakan kurang bayar Pajak Pertambahan of value added tax for April - December 2014
Nilai periode April - Desember 2014 dan pajak period and withholding tax Articles 21 and 23
penghasilan Pasal 21 dan Pasal 23 dengan total totalling Rp 30.1 billion (including interest of Rp
sebesar Rp 30,1 miliar (termasuk bunga 11.3 billion). The Company partially disagreed
sebesar Rp 11,3 miliar). Perusahaan tidak with the tax assessment result amounting to Rp
menyetujui sebagian hasil ketetapan pajak 15.6 billion related to value added tax, and filed
tersebut sejumlah Rp 15,6 miliar terkait Pajak an objection to the Tax Office in February 2017
Pertambahan Nilai, dan mengajukan keberatan after paying the underpayments. The remaining
ke Kantor Pajak pada bulan Februari 2017 difference of Rp 14.5 billion were charged to the
setelah membayar penuh kurang bayar 2016 profit or loss.
tersebut. Selisihnya sebesar Rp 14,5 miliar
dibebankan ke laporan laba rugi tahun 2016.

Lampiran - 39 - Schedule

F-44
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

10. PERPAJAKAN (lanjutan) 10. TAXATION (continued)

e. Surat ketetapan pajak (lanjutan) e. Tax assessment letters (continued)

Perusahaan (lanjutan) The Company (continued)

Tahun fiskal 2014 - Pajak lainnya (lanjutan) 2014 fiscal year - Other taxes (continued)

Pada bulan Februari 2018, keberatan tersebut In February 2018, the objection was rejected by
ditolak oleh Kantor Pajak dan Perusahaan the Tax Office and the Company filed an
mengajukan banding ke Pengadilan Pajak pada appeal to the Tax Court in May 2018. Up to the
bulan Mei 2018. Sampai dengan tanggal authorisation date of these interim consolidated
otorisasi laporan keuangan konsolidasian financial statements, the Company has not
interim ini, Perusahaan belum menerima hasil received the appeal result.
keputusan banding.

Pada bulan Juni 2018, Perusahaan menerima In June 2018, the Company received tax
surat ketetapan pajak yang menyatakan kurang assessment letters confirming underpayments
bayar Pajak Pertambahan Nilai periode Januari of value added tax for January - March 2014
- Maret 2014 sebesar Rp 3 miliar (termasuk period amounting to Rp 3 billion (including
bunga dan denda sebesar Rp 1,2 miliar). interest and penalty of Rp 1.2 billion). The
Perusahaan tidak menyetujui hasil ketetapan Company disagreed with the decision and filed
pajak tersebut dan mengajukan keberatan ke an objection to the Tax Office in September
Kantor Pajak pada bulan September 2018 2018 after paying the underpayments. In
setelah membayar penuh kurang bayar September 2019, the Tax Office rejected all
tersebut. Pada bulan September 2019, Kantor objections. Up to the authorisation date of
Pajak menolak seluruh keberatan. Perusahaan these interim consolidated financial statements,
masih dalam proses persiapan untuk the Company is still in the process to lodge a
mengajukan banding ke Pengadilan Pajak. tax appeal to the Tax Court.

Tahun fiskal 2013 - Pajak penghasilan badan 2013 fiscal year - Corporate income tax

Pada bulan Desember 2017, Perusahaan In December 2017, the Company received a
menerima surat ketetapan pajak yang tax assessment letter confirming an
menyatakan kurang bayar pajak penghasilan underpayment of corporate income tax
badan sebesar Rp 25,1 miliar (termasuk denda amounting to Rp 25.1 billion (including penalty
sebesar Rp 8,2 miliar). Pada bulan Maret 2018, of Rp 8.2 billion). In March 2018, the Company
Perusahaan mengajukan keberatan pada filed an objection to the Tax Office amounting
Kantor Pajak sebesar Rp 21 miliar setelah to Rp 21 billion after paying the full amount of
membayar penuh kurang bayar tersebut. the underpayment. The differences was
Selisihnya dibebankan ke laporan laba rugi charged to the 2018 profit or loss. In March
tahun 2018. Pada bulan Maret 2019, Kantor 2019, the Tax Office rejected all objections. In
Pajak menolak seluruh keberatan. Pada bulan May 2019, the Company lodged a tax appeal to
Mei 2019, Perusahaan mengajukan banding ke the Tax Court. Up to the authorisation date of
Pengadilan Pajak. Sampai dengan tanggal these interim consolidated financial statements,
otorisasi laporan keuangan konsolidasian the Company has yet to receive the appeal
interim ini, Perusahaan belum menerima hasil results.
keputusan banding.

Lampiran - 40 - Schedule

F-45
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

10. PERPAJAKAN (lanjutan) 10. TAXATION (continued)

e. Surat ketetapan pajak (lanjutan) e. Tax assessment letters (continued)

Perusahaan (lanjutan) The Company (continued)

Tahun fiskal 2012 - Pajak lainnya 2012 fiscal year - Other taxes

Selama bulan Januari - April 2017, Perusahaan During January - April 2017, the Company
menerima beberapa surat ketetapan pajak yang received several tax assessment letters
menyatakan kurang bayar Pajak Pertambahan confirming underpayments of value added tax
Nilai periode Januari - Desember 2012 sebesar for January - December 2012 period
Rp 8,2 miliar (termasuk bunga dan denda amounting to Rp 8.2 billion (including interest
sebesar Rp 4 miliar). Pada bulan Maret 2018, and penalty of Rp 4 billion). In March 2018, the
Perusahaan menerima surat tagihan pajak Company received tax collection letters for
untuk tambahan bunga dan denda sebesar Rp additional interest and penalty amounting to Rp
684 juta yang dikompensasikan dengan restitusi 684 million which was compensated with the
pajak penghasilan badan tahun 2015. 2015 corporate income tax refund. The
Perusahaan tidak setuju dengan keputusan Company disagreed with the decision and filed
tersebut dan mengajukan keberatan ke Kantor objections to the Tax Office for total amount of
Pajak sejumlah Rp 8,9 miliar, yang kemudian Rp 8.9 billion which were subsequently
ditolak. Perusahaan mengajukan banding ke rejected. The Company filed appeals to the
Pengadilan Pajak pada bulan Mei - Juli 2018. Tax Court during May - July 2018. Up to the
Sampai dengan tanggal otorisasi laporan authorisation date of these interim consolidated
keuangan konsolidasian interim ini, Perusahaan financial statements, the Company has not
belum menerima hasil keputusan banding received the appeal results.
tersebut.

Tahun fiskal 2011 - Pajak lainnya 2011 fiscal year - Other taxes

Pada bulan Juni 2016, Perusahaan menerima In June 2016, the Company received several
beberapa surat ketetapan pajak yang tax assessment letters confirming
menyatakan kurang bayar Pajak Pertambahan underpayments of value added tax for June -
Nilai periode Juni - Desember 2011 dan pajak December 2011 period and withholding Article
penghasilan Pasal 23 dengan total sebesar 23 totalling Rp 18.3 billion (including interest
Rp 18,3 miliar (termasuk bunga dan denda and penalty of Rp 7.3 billion). The Company
sebesar Rp 7,3 miliar). Perusahaan tidak setuju disagreed with the decision and filed objections
dengan keputusan tersebut dan mengajukan to the Tax Office, which were subsequently
keberatan ke Kantor Pajak, yang kemudian rejected. In April and December 2017, the
ditolak. Pada bulan April dan Desember 2017, Company filed appeals to the Tax Court. Up to
Perusahaan mengajukan banding ke the authorisation date of these interim
Pengadilan Pajak. Sampai dengan tanggal consolidated financial statements, the
otorisasi laporan keuangan konsolidasian Company has not received the appeal results.
interim ini, Perusahaan belum menerima hasil
keputusan banding tersebut.

Lampiran - 41 - Schedule

F-46
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

10. PERPAJAKAN (lanjutan) 10. TAXATION (continued)

e. Surat ketetapan pajak (lanjutan) e. Tax assessment letters (continued)

Entitas Anak Subsidiary

Tahun fiskal 2018 - Pajak penghasilan badan 2018 fiscal year - Corporate income tax

Saat ini Entitas Anak sedang diperiksa oleh The Subsidiary is currently being audited by
Kantor Pajak terkait pajak penghasilan badan. the Tax Office for corporate income tax. Up to
Sampai dengan tanggal otorisasi laporan the date of these interim consolidated financial
keuangan konsolidasian interim ini, hasil statements, the result is still unknown.
pemeriksaan tersebut belum diketahui.

Tahun fiskal 2018 - Pajak lainnya 2018 fiscal year - Other taxes

Pada bulan Juni 2019, Entitas Anak menerima In June 2019, the Subsidiary received several
beberapa surat ketetapan pajak yang tax assessment letters confirming
menyatakan lebih bayar Pajak Pertambahan overpayments of value added tax for January -
Nilai periode Januari - Mei 2018 sebesar Rp 5,1 May 2018 period amounting to Rp 5.1 billion,
miliar, sebagai hasil dari klaim sebelumnya as opposed to Rp 5.2 billion previously
sebesar Rp 5,2 miliar, sedangkan sisanya claimed, while the remaining Rp 0.1 billion was
sebesar Rp 0,1 miliar dikompensasikan ke compensated to 2018 tax payables.
utang pajak tahun 2018. Entitas Anak The Subsidiary agreed with the result and
menyetujui keputusan tersebut, dan telah received the refund in July 2019.
menerima restitusi pada bulan Juli 2019.

Tahun fiskal 2017 - Pajak penghasilan badan 2017 fiscal year - Corporate income tax

Pada bulan April 2019, Entitas Anak menerima In April 2019, the Subsidiary received a tax
surat ketetapan pajak yang menyatakan lebih assessment letter confirming an overpayment
bayar pajak penghasilan badan sebesar Rp 2,5 of corporate income tax amounting to Rp 2.5
miliar, yang sebelumnya diklaim oleh Entitas billion, as previously claimed by the Subsidiary
Anak sedangkan sisanya sebesar Rp 0,4 miliar while the remaining Rp 0.4 billion was
dikompensasikan ke utang pajak tahun 2017. compensated to 2017 tax payables. The
Entitas Anak menyetujui keputusan tersebut Subsidiary agreed with the result and received
dan telah menerima restitusi pada bulan Mei the refund in May 2019.
2019.

Tahun fiskal 2017 - Pajak lainnya 2017 fiscal year - Other taxes

Pada bulan Juli 2018, Entitas Anak menerima In July 2018, the Subsidiary received tax
surat ketetapan pajak yang menyatakan lebih assessment letters confirming overpayments of
bayar Pajak Pertambahan Nilai periode Januari value added tax for January - June 2017 period
- Juni 2017 sebesar Rp 5,7 miliar. Entitas Anak amounting to Rp 5.7 billion. The Subsidiary
setuju dengan keputusan tersebut dan telah accepted the result and received the refund in
menerima restitusi pajak tersebut pada bulan August 2018.
Agustus 2018.

Pada bulan Januari 2019, Entitas Anak In January 2019, the Subsidiary received tax
menerima surat ketetapan pajak yang assessment letters confirming overpayments of
menyatakan lebih bayar Pajak Pertambahan value added tax for July - December 2017
Nilai periode Juli - Desember 2017 sebesar period amounting to Rp 5.5 billion. The
Rp 5,5 miliar. Entitas Anak setuju dengan Subsidiary accepted the results and received
keputusan tersebut dan menerima restitusi the refund in February 2019.
pada bulan Februari 2019.

Lampiran - 42 - Schedule

F-47
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

10. PERPAJAKAN (lanjutan) 10. TAXATION (continued)

e. Surat ketetapan pajak (lanjutan) e. Tax assessment letters (continued)

Entitas Anak (lanjutan) Subsidiary (continued)

Tahun fiskal 2016 - Pajak penghasilan badan 2016 fiscal year - Corporate income tax

Pada bulan Juni 2018, Entitas Anak menerima In June 2018, the Subsidiary received a tax
surat ketetapan pajak yang menyatakan lebih assessment letter confirming an overpayment
bayar pajak penghasilan badan sebesar Rp 2,2 of corporate income tax amounting to Rp 2.2
miliar, seperti yang sebelumnya diklaim oleh billion, as previously claimed by the Subsidiary.
Entitas Anak. Entitas Anak menyetujui The Subsidiary agreed with the result and
keputusan tersebut dan telah menerima restitusi received the refund in July 2018.
pada bulan Juli 2018.

Tahun fiskal 2014-2016 - Pajak lainnya 2014-2016 fiscal years - Other taxes

Pada bulan Mei 2017, Entitas Anak menerima In May 2017, the Subsidiary received several
beberapa surat ketetapan pajak yang tax assessment letters confirming
menyatakan lebih bayar Pajak Pertambahan overpayments of value added tax for the 2014
Nilai untuk tahun fiskal 2014 dan 2015, serta and 2015 fiscal years, and for
periode Januari - April 2016 dengan total January - April 2016 period totalling Rp 41.8
sebesar Rp 41,8 miliar, seperti yang billion, similar with the amount claimed. The
sebelumnya diklaim. Entitas Anak menyetujui Subsidiary agreed with the results and
keputusan tersebut dan menerima restitusi received the refund in June 2017.
pada bulan Juni 2017.

Pada bulan Juli 2018, Kantor Pajak melakukan In July 2018, the Tax Office extended the
perluasan audit Pajak Pertambahan Nilai untuk audits for the above periods and issued several
periode yang sama seperti di atas dan tax assessment letters resulting in
mengeluarkan beberapa surat ketetapan pajak underpayments of value added tax for March -
yang menyatakan kurang bayar Pajak December 2014 period amounting to Rp 28
Pertambahan Nilai periode Maret - Desember million and January - December 2015 period
2014 sebesar Rp 28 juta dan periode Januari - amounting to Rp 44 million. The Subsidiary
Desember 2015 sebesar Rp 44 juta. Entitas agreed with the results, paid the
Anak menyetujui hasil keputusan tersebut, underpayments in October 2018, and charged
membayar kurang bayar tersebut pada bulan it to the profit or loss.
Oktober 2018, dan membebankannya ke
laporan laba rugi.

Pada bulan Januari 2018, Entitas Anak In January 2018, the Subsidiary received tax
menerima surat ketetapan pajak yang assessment letter confirming overpayment of
menyatakan lebih bayar Pajak Pertambahan value added tax for May - December 2016
Nilai periode Mei - Desember 2016 sebesar period amounting to Rp 6.1 billion, as claimed
Rp 6,1 miliar, seperti yang sebelumnya diklaim. previously. The Subsidiary agreed with the
Entitas Anak menyetujui keputusan tersebut result and received the refund in February
dan menerima restitusi pada bulan Februari 2018.
2018.

Administrasi Administration

Berdasarkan Undang-Undang Perpajakan yang Under the Taxation Laws in Indonesia, each
berlaku di Indonesia, setiap entitas dalam Grup entity in a Group submits tax returns on the
menghitung, menetapkan dan membayar basis of self-assessment. The Directorate
sendiri besarnya jumlah pajak yang terutang. General of Tax may assess or amend taxes
Direktorat Jenderal Pajak dapat menetapkan within five years of the time the tax becomes
atau mengubah kewajiban pajak dalam batas due.
waktu lima tahun sejak saat terutangnya pajak.

Lampiran - 43 - Schedule

F-48
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

11. ASET TETAP 11. FIXED ASSETS


30 September 2019
Saldo awal/ Saldo akhir/
Beginning Penambahan/ Pengurangan/ Pemindahan/ Ending
balance Additions Disposals Transfers balance

Harga perolehan Acquisition cost


Hak atas tanah 155,594 - - - 155,594 Land rights
Bangunan 1,605,855 - - - 1,605,855 Buildings
Mesin dan peralatan 3,420,217 25,141 (1,118) 25,650 3,469,890 Machineries and equipments
Peralatan pabrik 24,252 229 - 537 25,018 Factory equipments
Kendaraan bermotor 2,906 - (749) - 2,157 Motor vehicles
Peralatan kantor 7,353 391 - (458) 7,286 Office equipments
Aset dalam pembangunan 10,193 17,259 - (25,729) 1,723 Construction in progress

5,226,370 43,020 (1,867) - 5,267,523

Akumulasi penyusutan Accumulated depreciation


Bangunan (485,848) (60,094) - - (545,942) Buildings
Mesin dan peralatan (1,767,544) (202,096) 304 - (1,969,336) Machineries and equipments
Peralatan pabrik (23,333) (442) - (458) (24,233) Factory equipments
Kendaraan bermotor (2,815) (17) 749 - (2,083) Motor vehicles
Peralatan kantor (6,062) (512) - 458 (6,116) Office equipments

(2,285,602) (263,161) 1,053 - (2,547,710)

Nilai buku bersih 2,940,768 2,719,813 Net book value

31 Desember/December 2018
Direklasifikasi
ke aset dimiliki
untuk dijual/
Saldo awal/ Reclassified Saldo akhir/
Beginning Penambahan/ Pengurangan/ Pemindahan/ to assets Ending
balance Additions Disposals Transfers held for sale balance

Harga perolehan Acquisition cost


Hak atas tanah 155,594 - - - - 155,594 Land rights
Bangunan 1,605,855 - - - - 1,605,855 Buildings
Mesin dan peralatan 3,402,838 22,169 (12,517) 83,680 (75,953) 3,420,217 Machineries and equipments
Peralatan pabrik 22,636 68 - 1,548 - 24,252 Factory equipments
Kendaraan bermotor 4,683 - (1,777) - - 2,906 Motor vehicles
Peralatan kantor 6,986 388 (21) - - 7,353 Office equipments
Aset dalam pembangunan 5,597 89,824 - (85,228) - 10,193 Construction in progress

5,204,189 112,449 (14,315) - (75,953) 5,226,370

Akumulasi penyusutan Accumulated depreciation


Bangunan (405,694) (80,154) - - - (485,848) Buildings
Mesin dan peralatan (1,532,795) (262,499) 12,269 20 15,461 (1,767,544) Machineries and equipments
Peralatan pabrik (21,853) (1,452) 1 (29) - (23,333) Factory equipments
Kendaraan bermotor (4,232) (182) 1,604 (5) - (2,815) Motor vehicles
Peralatan kantor (5,234) (842) - 14 - (6,062) Office equipments

(1,969,808) (345,129) 13,874 - 15,461 (2,285,602)

Nilai buku bersih 3,234,381 2,940,768 Net book value

Beban penyusutan dialokasikan sebagai berikut: Depreciation expenses were allocated as follows:

30 September 31 Desember/ 30 September


2019 December 2018 2018

Beban pokok pendapatan 259,748 340,357 253,049 Cost of revenue


Beban umum dan administrasi 3,413 4,772 3,537 General and administrative expenses

263,161 345,129 256,586

Rincian penjualan aset tetap adalah sebagai berikut: Details of sale of fixed assets are as follows:
30 September 31 Desember/ 30 September
2019 December 2018 2018

Hasil penjualan 1,392 713 630 Proceeds


Nilai buku bersih (814) (441) (176) Net book value

Keuntungan penjualan aset tetap 578 272 454 Gain on sale of fixed assets

Lampiran - 44 - Schedule

F-49
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

11. ASET TETAP (lanjutan) 11. FIXED ASSETS (continued)

Hak atas tanah merupakan "Hak Guna Bangunan" The land


ng akan berakhir pada tahun 2024 - 2043 expire in 2024 -
dan dapat diperpanjang. Tanah-tanah tersebut 2043. The land plots are located in Mojokerto and
berlokasi di Mojokerto dan Karawang. Manajemen Karawang. Management believes that the land
berpendapat bahwa hak atas tanah tersebut dapat rights can be extended without significant costs.
diperpanjang dengan biaya yang tidak signifikan.

Pada tanggal 31 Desember 2018, mesin dan As at 31 December 2018, certain unused
peralatan tertentu yang tidak digunakan dengan nilai machineries and equipments with net book value
buku bersih 60,5 miliar telah direklasifikasi sebagai of 60.5 billion has been reclassified to "Assets Held
"Aset Dimiliki Untuk Dijual" pada laporan posisi For Sale" in the consolidated statement of financial
keuangan konsolidasian, setelah adanya position, after approvals from parent entity to sell
persetujuan entitas induk untuk menjual aset the assets. Management has performed necessary
tersebut. Manajemen telah melakukan aktivitas yang activities to sell the assets and the transaction has
diperlukan untuk menjual aset tersebut dan been completed in May 2019.
transaksi telah diselesaikan pada bulan Mei 2019.

Aset dalam pembangunan diperkirakan akan Construction in progress are expected to be


selesai pada tahun 2021. Persentase penyelesaian completed in 2021. The percentage of completion
aset dalam pembangunan pada tanggal 30 for construction in progress as at 30 September
September 2019 adalah sekitar 30% dari harga 2019 was approximately 30% from acquisition
perolehan. cost.

Pada tanggal 30 September 2019, Grup memiliki As at 30 September 2019, the Group had fixed
aset tetap yang telah sepenuhnya disusutkan assets which had been fully depreciated but were
namun masih digunakan untuk menunjang aktivitas
operasi Perusahaan. Harga perolehan dari aset-aset activities. The acquisition costs of these assets
tersebut sebesar 335 miliar (31 Desember 2018: Rp amounted to 335 billion (31 December 2018: Rp
259 miliar). 259 billion).

Tidak ada perbedaan yang signifikan antara nilai There is no significant differences between the fair
wajar dan nilai tercatat aset tetap selain tanah dan value and carrying amount of fixed assets other
bangunan. Nilai wajar tanah dan bangunan than land and buildings. The fair value of the land
transaksi and buildings based on fair value hierarchy level 2
pasa
1,3 triliun pada tanggal 30 Juni 2019. Penilaian telah 1.3 trillion as at 30 June 2019. The valuation was

Ruky, Safrudin & Rekan, penilai independen yang Ruky, Safrudin & Rekan, an independent appraiser
telah teregistrasi pada Otoritas Jasa Keuangan. registered at Financial Services Authority.
Laporan hasil penilaian tersebut telah diterbitkan Appraisal report has been issued on 10 July 2019.
pada tanggal 10 Juli 2019.

Pada tanggal 30 September 2019, aset tetap yang As at 30 September 2019, all fixed assets of the
dimiliki oleh Grup telah diasuransikan terhadap Group are covered by insurance against loss of
risiko kerugian yang mungkin timbul kepada any potential risks with PT Asuransi Tokio Marine
PT Asuransi Tokio Marine Indonesia dengan nilai Indonesia with sum insured amounting to Rp 5
pertanggungan sebesar Rp 5 triliun (31 December trillion (31 December 2018: Rp 5 trillion).
2018: Rp 5 triliun). Manajemen berpendapat bahwa Management believes that the insurance coverage
nilai pertanggungan tersebut cukup untuk menutup is adequate to cover possible losses on the assets
kemungkinan kerugian atas aset yang insured.
dipertanggungkan.

Pada tanggal 30 September 2019 dan 31 Desember As at 30 September 2019 and 31 December 2018,
2018, manajemen berpendapat bahwa tidak management believes that there is no impairment
terdapat penurunan nilai atas aset tetap.

Tidak ada aset tetap milik Grup yang dijaminkan. The fixed assets are not pledged as
collateral.
Lampiran - 45 - Schedule

F-50
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

12. UTANG USAHA 12. TRADE PAYABLES

30 September 31 Desember/
2019 December 2018

Pihak berelasi (Catatan 25c) 51,314 46,659 Related parties (Note 25c)
Pihak ketiga 808,846 885,017 Third parties

860,160 931,676

Pada tanggal 30 September 2019 dan 31 Desember As at 30 September 2019 and 31 December 2018,
2018, jumlah utang usaha berdasarkan jenis mata
uang adalah sebagai berikut: based on original currencies are as follows:

30 September 31 Desember/
2019 December 2018

Rupiah 561,797 586,413 Rupiah


Dolar AS 298,363 345,263 US Dollar

860,160 931,676

13. AKRUAL DAN PROVISI 13. ACCRUALS AND PROVISIONS

30 September 31 Desember/
2019 December 2018

Pihak berelasi (Catatan 25c) Related parties (Note 25c)


Royalti 58,714 63,960 Royalty
Biaya keuangan 7,029 1,344 Finance costs
Komisi penjualan 2,612 - Sales commission

68,355 65,304

Pihak ketiga Third parties


Promosi penjualan 734,038 780,403 Sales promotion
Pengangkutan 38,193 43,582 Freight
Iklan dan pemasaran 37,012 41,012 Advertising and marketing
Gudang 20,833 21,227 Warehousing
Biaya karyawan 15,566 29,947 Employee cost
Listrik 12,886 13,062 Electricity
Bahan baku dan barang jadi 10,854 6,942 Materials and finished goods
Jasa profesional 10,096 1,500 Professional fee
Riset dan pengembangan 7,600 7,579 Research and development
Retur penjualan 3,445 4,951 Sales return
Lain-lain (masing-masing
dibawah Rp 1 miliar) 616 1,227 Others (each below Rp 1 billion)

891,139 951,432

Jumlah akrual dan provisi 959,494 1,016,736 Total accruals and provisions

Lampiran - 46 - Schedule

F-51
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

14. PINJAMAN BANK 14. BANK LOANS

30 September 31 Desember/
2019 December 2018

Rupiah Rupiah
PT Bank BTPN Tbk 42,103 157,893 PT Bank BTPN Tbk

USD USD
MUFG Bank, Ltd., cabang Jakarta 39,687 55,028 MUFG Bank, Ltd., Jakarta branch
PT Bank BTPN Tbk 61,303 43,443 PT Bank BTPN Tbk

100,990 98,471

Jumlah pinjaman bank 143,093 256,364 Total bank loans

Rincian perjanjian pinjaman bank pada tanggal 30 Detail of the bank loan agreements as at 30
September 2019 dan 31 Desember 2018 adalah September 2019 and 31 December 2018
sebagai berikut: are as follows:
30 September 2019
Pinjaman dalam
mata uang asal/ Periode Tingkat
Jumlah fasilitas/ Outstanding loan in Pinjaman dalam pembayaran bunga per
Total facility original currency jutaan Rupiah/ Periode bunga/ tahun/
Mata uang/ (jumlah penuh/ (jumlah penuh/ Outstanding loan pinjaman/ Interest Annual Jaminan/
Kreditur/Creditor Currency full amount) full amount) in million Rupiah Loan term payment period interest rate Guarantee

MUFG Bank, Ltd., USD USD 4,000,000 USD 2,800,000 39,687 16 November Bulanan/ JIBOR+0.35% Surat jaminan
cabang Jakarta/ 2018- Monthly dari/Letter of
Jakarta branch 16 November guarantee from
2019 PT Uni-Charm
Indonesia

PT Bank BTPN Tbk Rupiah Rp 157,892,857,144 Rp 42,103,571,430 42,103 31 Desember/ Bulanan/ Cost of fund+0.45% Surat jaminan
December 2018- Monthly dari/Letter of
31 Desember/ guarantee from
December 2019 PT Uni-Charm
Indonesia

USD USD 5,000,000 USD 4,325,000 61,303 31 Desember/ Bulanan/ Cost of fund+0.20% Surat jaminan
December 2018- Monthly dari/Letter of
31 December/ guarantee from
December 2019 PT Uni-Charm
Indonesia

Jumlah pinjaman bank/Total bank loans 143,093

31 Desember/December 2018
Pinjaman dalam
mata uang asing/ Periode Tingkat
Jumlah fasilitas/ Outstanding loan in Pinjaman dalam pembayaran bunga per
Total facility original currency jutaan Rupiah/ Periode bunga/ tahun/
Mata uang/ (jumlah penuh/ (jumlah penuh/ Outstanding loan pinjaman/ Interest Annual Jaminan/
Kreditur/Creditor Currency full amount) full amount) in million Rupiah Loan term payment period interest rate Guarantee

MUFG Bank, Ltd., USD USD 4,000,000 USD 3,800,000 55,028 16 November/ Bulanan/ JIBOR+0.35% Surat jaminan
cabang Jakarta/ November 2018- Monthly dari/Letter of
Jakarta branch 16 November/ guarantee from
November 2019 PT Uni-Charm
Indonesia

PT Bank BTPN Tbk. Rupiah Rp 157,892,857,144 Rp 157,892,857,144 157,893 31 Desember/ Bulanan/ Cost of fund+0.45% Surat jaminan
December 2018- Monthly dari/Letter of
31 Desember/ guarantee from
December 2019 PT Uni-Charm
Indonesia

USD USD 5,000,000 USD 3,000,000 43,443 31 Desember/ Bulanan/ Cost of fund+0.20% Surat jaminan
December 2018- Monthly dari/Letter of
31 December/ guarantee from
December 2019 PT Uni-Charm
Indonesia

Jumlah pinjaman bank/Total bank loans 256,364

Lampiran - 47 - Schedule

F-52
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

14. PINJAMAN BANK (lanjutan) 14. BANK LOANS (continued)

Dalam perjanjian pinjaman dengan MUFG Bank, In the loan agreement with MUFG Bank, Ltd.,
Ltd., cabang Jakarta, terdapat beberapa Jakarta branch, there are several restrictions that
pembatasan yang harus dipenuhi oleh Entitas Anak, have to be fulfilled by the Subsidiary, in which the
dimana Entitas Anak tidak diperbolehkan untuk Subsidiary is not allowed to conduct certain actions
melakukan beberapa hal tanpa persetujuan tertulis without prior written consent from MUFG Bank, Ltd.,
dari MUFG Bank, Ltd., cabang Jakarta, termasuk Jakarta branch, including the following: (1) sell, lease
diantaranya: (1) menjual, menyewakan dan and transfer assets except in its ordinary course of
memindahkan aset diluar kegiatan usaha sehari- business; (2) provide or obtain a loan except in its
hari; (2) memberikan atau memperoleh pinjaman ordinary course of business, enter into an
diluar kegiatan usaha sehari-hari, melakukan investment, increase equity participation with other
investasi dan meningkatkan partisipasi modal pada parties; (3) early settlement of other loans; (4)
pihak lain; (3) membayar pinjaman lainnya lebih acquire, purchase or lease assets except in its
awal; (4) memperoleh, membeli atau menyewa aset ordinary course of business; (5) merge with other
di luar kegiatan usahanya sehari-hari; (5) bergabung parties; and (6) act as a guarantor against any third
dengan pihak lain; dan (6) bertindak sebagai party obligations.
penjamin atas kewajiban pihak ketiga.

15. LIABILITAS IMBALAN KERJA 15. EMPLOYEE BENEFITS OBLIGATION

Imbalan kerja karyawan pada tanggal 30 September The employee benefits obligation as at
2019 merupakan jumlah estimasi manajemen 30 September 2019 is an estimated amount by
berdasarkan perhitungan PT KAPPA Konsultan management based on calculation from PT KAPPA
Utama, aktuaris independen. Konsultan Utama, independent actuary.

Liabilitas imbalan kerja yang diakui di laporan posisi The employee benefits obligation recognised in the
keuangan konsolidasian interim adalah sebagai interim consolidated statement of financial position
berikut: are as follows:

30 September 31 Desember/
2019 December 2018

Present value of defined


Nilai kini liabilitas imbalan pasti 133,798 103,854 benefit obligation

Mutasi nilai kini liabilitas imbalan kerja adalah Movement in the present value of employee benefits
sebagai berikut: obligation are as follows:

30 September 31 Desember/
2019 December 2018

Saldo awal 103,854 109,933 Beginning balance


Beban bersih yang dibebankan Net expenses charged
ke laporan laba rugi 18,914 21,502 to profit or loss
Pengukuran kembali: Remeasurement:
- Perubahan dalam asumsi keuangan 10,750 (38,470) Changes in financial assumptions -
- Perubahan dalam asumsi Changes in demographic -
demografis - 11,264 assumptions
- Penyesuaian pengalaman Experience adjustments -
atas liabilitas 2,032 2,736 on obligation
Pembayaran manfaat (1,752) (3,111) Benefits paid

Saldo akhir 133,798 103,854 Ending balance

Lampiran - 48 - Schedule

F-53
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

15. LIABILITAS IMBALAN KERJA (lanjutan) 15. EMPLOYEE BENEFITS OBLIGATION (continued)

Beban imbalan kerja yang diakui di laporan laba rugi Amounts recognised in the interim consolidated
konsolidasian interim adalah: statement of profit or loss are as follows:
30 September 31 Desember/ 30 September
2019 December 2018 2018

Biaya jasa kini 12,475 13,917 11,166 Current service cost


Biaya bunga bersih 6,439 7,585 5,689 Net interest cost

18,914 21,502 16,855

Asumsi aktuarial pokok yang digunakan adalah The principal actuarial assumptions used are as
sebagai berikut: follows:

30 September 31 Desember/
2019 December 2018

Tingkat diskonto 7.8% 8.3% Discount rate


Tingkat kenaikan gaji di
masa datang 9.0% 8.0% - 9.0% Future salary increment rate

Sensitivitas liabilitas pensiun imbalan pasti untuk The sensitivity of the defined benefit pension
perubahan asumsi aktuarial pokok pada tanggal obligation to changes in the principal actuarial
30 September 2019 adalah sebagai berikut: assumptions as at 30 September 2019 are as
follows:

Dampak pada liabilitas imbalan pasti/


Impact to defined benefit obligation
Perubahan asumsi/ Kenaikan asumsi/ Penurunan asumsi/
Change in assumption Increase in assumption Decrease in assumption

Tingkat diskonto/Discount rate 1% Penurunan sebesar/ Kenaikan sebesar/


Decrease by Rp 16,498 Increase by Rp 20,057

Tingkat kenaikan gaji/Salary increment rate 1% Kenaikan sebesar/ Penurunan sebesar/


Increase by Rp 20,455 Decrease by Rp 17,165

Analisis sensitivitas didasarkan pada perubahan The sensitivity analysis are based on a change in an
atas satu asumsi aktuarial dimana asumsi lainnya assumption while holding all other assumptions
dianggap konstan. Dalam prakteknya, hal ini jarang constant. In practice, this is unlikely to occur, and
terjadi dan perubahan beberapa asumsi mungkin changes in some of the assumptions may be
saling berkorelasi. Dalam perhitungan sensitivitas correlated. When calculating the sensitivity of the
liabilitas imbalan pasti atas asumsi aktuarial utama, defined benefit obligation to significant actuarial
metode yang sama (perhitungan nilai kini liabilitas assumptions, the same method (present value of the
imbalan pasti dengan menggunakan projected unit defined benefit obligation calculated with the
credit di akhir periode) telah diterapkan seperti projected unit credit method at the end of the
dalam penghitungan liabilitas pensiun yang diakui reporting period) has been applied as when
dalam laporan posisi keuangan konsolidasian calculating the pension benefit obligation recognised
interim. within the interim consolidated statement of financial
position.

Lampiran - 49 - Schedule

F-54
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

15. LIABILITAS IMBALAN KERJA (lanjutan) 15. EMPLOYEE BENEFITS OBLIGATION (continued)

Melalui program pensiun imbalan pasti, Perusahaan Through its defined benefit pension plans, the
dihadapkan pada sejumlah risiko, terutama dari Company is exposed to a number of risks, mainly
volatilitas dari asumsi pokok, termasuk tingkat from volatility of the principal assumptions, including
diskonto yang ditetapkan dengan mengacu pada discount rate set with reference to long-term
imbal hasil obligasi pemerintah jangka panjang. government bond yields. A decrease in government
Penurunan imbal hasil obligasi pemerintah akan bond yields will increase plan liabilities. The
meningkatkan liabilitas program. Perusahaan tidak Company does not have plan asset to partially offset
memiliki aset program yang dapat mengurangi the impact of the fluctuations. The Company actively
sebagian dampak dari fluktuasi tersebut. monitors the duration of the defined benefit
Perusahaan secara aktif memonitor durasi dari obligations, which have weighted average duration
liabilitas imbalan pasti, yang mana memiliki rata-rata of 15.39 years, to ensure availability of fund to settle
durasi 15,39 tahun, untuk memastikan ketersediaan the maturing obligations.
dana yang akan di bayarkan pada saat liabilitas
jatuh tempo.

Analisis jatuh tempo yang diharapkan dari imbalan Expected maturity analysis of undiscounted pension
pensiun yang tidak didiskontokan pada tanggal benefits as at 30 September 2019 are as follows:
30 September 2019 adalah sebagai berikut:

2019

Kurang dari satu tahun 1,392 Less than a year


Antara satu dan dua tahun 174 Between one and two years
Antara dua dan lima tahun 2,777 Between two and five years
Lebih dari lima tahun 3,137,247 More than five years

3,141,590

16. MODAL SAHAM 16. SHARE CAPITAL

Pada bulan September 2019, para pemegang In September 2019, th


saham Perusahaan menyetujui perubahan struktur approved changes to the share structure which was
modal yang tertuang dalam Akta Notaris No. 172 notarised through Notarial Deed No. 172 dated 26
tanggal 26 September 2019 oleh Christina Dwi September 2019 of Christina Dwi Utami, S.H.,
Utami, S.H., M. Hum., M.Kn. Perubahan ini telah M.Hum., M.Kn. The amendment has been notified
diberitahukan kepada Menteri Hukum dan Hak Asasi to the Minister of Law and Human Rights of the
Manusia Republik Indonesia dan dicatat dalam Republic of Indonesia and recorded in the Legal
Sistem Adminstrasi Badan Hukum berdasarkan Entity Administration System based on Decision
Surat Keputusan No. AHU- Letter No. AHU-0077142.AH.01.02.TAHUN 2019
0077142.AH.01.02.TAHUN 2019 tanggal 2 Oktober dated 2 October 2019. Details of the changes are
2019. Rincian perubahan adalah sebagai berikut: as follows:

Lampiran - 50 - Schedule

F-55
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

16. MODAL SAHAM (lanjutan) 16. SHARE CAPITAL (continued)

1. Mengubah nilai nominal saham Seri A dan Seri 1.


B Perusahaan yang semula masing-masing Series A and Series B shares from Rp
sebesar Rp 4.325.400 dan Rp 17.235.000 4,325,400 and Rp 17,235,000 (full amount) per
(jumlah penuh) per saham menjadi sebesar Rp share, respectively, to Rp 100 (full amount) per
100 (jumlah penuh) per saham, sehingga share, resulting in shares issued and fully paid
jumlah saham yang ditempatkan dan disetor totalling 274,662,900 Series A shares and
penuh menjadi total 274.662.900 saham Seri A 3,050,595,000 Series B shares, with total value
dan 3.050.595.000 saham Seri B, dengan of Rp 27.47 billion and Rp 305.06 billion,
dengan nilai nominal seluruhnya sebesar respectively.
masing-masing Rp 27,47 miliar dan Rp 305,06
miliar.

2. Mengubah klasifikasi seluruh 274.662.900 2. Changed the classification of all 274,662,900


saham Seri A dan 3.050.595.000 saham Seri B Series A shares and 3,050,595,000 Series B
menjadi total 3.325.257.900 saham biasa, yang shares into a total 3,325,257,900 ordinary
dimiliki oleh Unicharm Corporation sebanyak shares, which owned by Unicharm Corporation
2.460.690.846 saham dan PT Purinusa amounting to 2,460,690,846 shares and PT
Ekapersada sebanyak 864.567.054 saham. Purinusa Ekapersada amounting to
864,567,054 shares.

3. Meningkatkan modal dasar Perusahaan dari 3. Increased t


semula sebesar Rp 698,35 miliar menjadi Rp from Rp 698.35 billion to Rp 1.33 trillion which
1,33 triliun yang terdiri dari 1.330.103.160.000 represent 1,330,103,160,000 shares with par
saham dengan nilai nominal Rp 100 (jumlah value of Rp 100 (full amount) per share.
penuh) per saham.

Sehubungan dengan perubahan diatas, As a result of the above changes, the comparison of
perbandingan komposisi pemegang saham t s composition as at
Perusahaan pada tanggal 30 September 2019 dan 30 September 2019 and 31 December 2018 were
31 Desember 2018 adalah sebagai berikut: as follows:

30 September 2019
Persentase
Jumlah saham/ kepemilikan/
Number of Percentage Jumlah/
shares of ownership Amount

Saham biasa Ordinary shares


Unicharm Corporation, Jepang 2,460,690,846 74% 246,070 Unicharm Corporation, Japan
PT Purinusa Ekapersada 864,567,054 26% 86,456 PT Purinusa Ekapersada

Jumlah modal saham 3,325,257,900 100% 332,526 Total share capital

Lampiran - 51 - Schedule

F-56
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

16. MODAL SAHAM (lanjutan) 16. SHARE CAPITAL (continued)

31 Desember/December 2018
Persentase
Jumlah saham/ kepemilikan/
Number of Percentage Jumlah/
shares of ownership Amount

Saham seri A Series A shares


Unicharm Corporation, Jepang 4,699 6% 20,325 Unicharm Corporation, Japan
PT Purinusa Ekapersada 1,651 2% 7,141 PT Purinusa Ekapersada

6,350 8% 27,466

Saham seri B Series B shares


Unicharm Corporation, Jepang 13,098 68% 225,745 Unicharm Corporation, Japan
PT Purinusa Ekapersada 4,602 24% 79,315 PT Purinusa Ekapersada

17,700 92% 305,060

Jumlah modal saham 24,050 100% 332,526 Total share capital

17. SELISIH KURS ATAS MODAL DISETOR 17. FOREIGN EXCHANGE DIFFERENCE ON PAID IN
CAPITAL

Akun ini merupakan selisih kurs antara kurs yang This account represents difference in exchange rate
ditentukan dalam Anggaran Dasar dan kurs aktual between the rate stated in the Articles of
pada tanggal dimana modal dalam mata uang asing Association and the actual rate on the date the
disetor oleh pemegang saham. foreign currency capital was contributed by the
shareholders.

18. PEMBENTUKAN UNTUK CADANGAN WAJIB 18. APPROPRIATION FOR STATUTORY RESERVE
MINIMUM

Berdasarkan Undang-Undang Perseroan Terbatas Under Limited Liability Company Law No. 40/2007,
No. 40/2007, perusahaan diharuskan membuat companies are required to set up a statutory
cadangan wajib sampai mencapai 20% dari modal reserve until reaching 20% of the issued and paid
saham yang ditempatkan dan disetor penuh. Saldo
laba Perusahaan yang ditetapkan berdasarkan appropriated retained earnings for statutory reserve
untuk cadangan wajib pada tanggal 30 September as at 30 September 2019 and 31 December 2018
2019 dan 31 Desember 2018 adalah Rp 5,7 miliar. were Rp 5.7 billion.

Cadangan wajib sejumlah diatas dibuat sesuai The above statutory reserve is based on the
dengan Keputusan Pemegang Saham Perusahaan ular Resolution which was
yang tertuang dalam Akta Notaris No. 1 tanggal 10 notarised in the Notarial Deed No. 1 dated 10
September 2011 dari Fivie Fauziah Mansyur, S.H., September 2011 of Fivie Fauziah Mansyur, S.H.,
M.Kn. M.Kn.

Lihat Catatan 31 untuk peningkatan cadangan wajib Refer to Note 31 for the increase in the statutory
minimum yang terjadi setelah tanggal pelaporan. reserve which occurred after the reporting date.

Lampiran - 52 - Schedule

F-57
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

19. PENDAPATAN BERSIH 19. NET REVENUE

30 September 30 September
2019 2018

Pihak berelasi (Catatan 25b) 815,388 942,847 Related parties (Note 25b)
Pihak ketiga 6,707,681 6,276,326 Third parties

7,523,069 7,219,173

Dikurangi: Less:
- Retur penjualan dan diskon (149,642) (72,312) Sales return and discount -
- Promosi penjualan (1,118,874) (1,089,942) Sales promotion -

Pendapatan bersih 6,254,553 6,056,919 Net revenue

Berikut ini adalah rincian pelanggan dan jumlah The following are the detail of customers and related
pendapatan terkait yang melebihi 10% dari jumlah revenue which exceed 10% of net revenue:
pendapatan bersih:
30 September 30 September
2019 2018

PT Unirama Duta Niaga 1,268,225 1,643,709 PT Unirama Duta Niaga

Efektif pada tanggal 31 Agustus 2019, UDN Effective on 31 August 2019, UDN resigned as the
mengundurkan diri sebagai distributor Perusahaan. In September 2019, the
Pada bulan September 2019, Perusahaan telah Company had entered into distributorship
menandatangani perjanjian distribusi dengan agreements with several new distributors to replace
beberapa distributor baru untuk menggantikan UDN. UDN.

20. BEBAN POKOK PENDAPATAN 20. COST OF REVENUE


30 September 30 September
2019 2018

Bahan baku dan barang Raw materials and


setengah jadi semi finished goods
- Awal periode 387,449 240,113 Beginning of the period -
- Pembelian 3,819,671 3,858,935 Purchases -
- Akhir periode (337,075) (340,659) End of the period -

Bahan baku yang digunakan 3,870,045 3,758,389 Raw materials used

Biaya tenaga kerja langsung 203,768 179,704 Direct labour costs

Biaya produksi tidak langsung Indirect production costs


Penyusutan (Catatan 11) 259,748 253,049 Depreciation (Note 11)
Sewa dan utilitas 141,440 143,164 Rent and utilities
Barang habis pakai yang digunakan 110,638 84,496 Consumables used
Perbaikan dan pemeliharaan 19,943 31,624 Repair and maintenance
Asuransi 9,465 9,354 Insurance
Jasa profesional 8,060 6,491 Professional fee
Pengamanan 3,524 3,549 Security
Pengangkutan dan perjalanan 3,206 4,732 Transportation and travelling
(Pemulihan kembali)/penurunan
nilai persediaan (6,759) 4,745 (Recovery)/impairment of inventories
Lain-lain (masing-masing
dibawah Rp 2 miliar) 6,650 6,696 Others (each below Rp 2 billion)

Jumlah biaya produksi 4,629,728 4,485,993 Total production costs

Lampiran - 53 - Schedule

F-58
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

20. BEBAN POKOK PENDAPATAN (lanjutan) 20. COST OF REVENUE (continued)


30 September 30 September
2019 2018

Jumlah biaya produksi (lanjutan) 4,629,728 4,485,993 Total production costs (continued)

Barang dalam proses Work in process


- Awal periode 2,280 1,832 Beginning of the period -
- Penambahan 20,655 16,848 Addition -
- Akhir periode (812) (698) End of the period -

Harga pokok produksi 4,651,851 4,503,975 Cost of goods manufactured

Barang jadi Finished goods


- Awal periode 278,384 234,879 Beginning of the period -
- Penambahan 110,671 131,420 Addition -
- Akhir periode (341,482) (375,508) End of the period -

Jumlah beban pokok pendapatan 4,699,424 4,494,766 Total cost of revenue

Tidak ada pembelian dari pemasok individu yang No purchases from individual supplier exceeded
melebihi 10% dari jumlah pendapatan. 10% of the total revenue.

Lihat Catatan 25b untuk rincian pembelian dari Refer to Note 25b for details of purchases from
pihak-pihak berelasi. related parties.

21. BEBAN USAHA 21. OPERATING EXPENSES

a. Beban penjualan a. Selling expenses

30 September 30 September
2019 2018

Pengangkutan 355,553 372,520 Freight


Gudang 188,601 184,543 Warehouse
Royalti (Catatan 25b) 186,483 183,374 Royalty (Note 25b)
Iklan dan pemasaran 92,700 78,208 Advertising and marketing
Transportasi dan perjalanan 16,817 16,145 Transportation and travelling
Komisi penjualan (Catatan 25b) 16,123 9,951 Sales commission (Note 25b)
Riset pemasaran 11,394 12,309 Marketing research
Komunikasi 6,471 4,705 Communication
Riset dan pengembangan 2,147 8,185 Research and development
Promosi penjualan (483) 113,130 Sales promotion
Lain-lain (masing-masing
dibawah Rp 500 juta) 365 244 Others (each below Rp 500 million)

876,171 983,314

b. Beban umum dan administrasi b. General and administrative expenses

30 September 30 September
2019 2018

Biaya karyawan 105,248 122,293 Employee costs


Penurunan nilai piutang usaha 29,130 1,900 Impairment of trade receivables
Jasa profesional 26,774 14,605 Professional fee
Sewa dan utilitas 13,005 6,566 Rent and utilities
Penyusutan (Catatan 11) 3,413 3,537 Depreciation (Note 11)
Perlengkapan 2,586 2,262 Supplies
Lain-lain (masing-masing
dibawah Rp 2 miliar) 1,917 4,059 Others (each below Rp 2 billion)

182,073 155,222

Lampiran - 54 - Schedule

F-59
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

22. BIAYA KEUANGAN 22. FINANCE COSTS

Biaya keuangan merupakan beban bunga dari: Finance costs represent interest expenses from:

30 September 30 September
2019 2018

- Pinjaman pihak berelasi


(Catatan 25b) 23,396 24,334 Intercompany loans (Note 25b) -
- Pinjaman bank 13,806 14,882 Bank loans -

37,202 39,216

23. LAIN-LAIN, BERSIH 23. OTHERS, NET

30 September 30 September
2019 2018

Penghasilan atas jasa riset dan Research and development


pengembangan (Catatan 25b) 6,206 3,944 service income (Note 25b)
Keuntungan penjualan
aset tetap (Catatan 11) 578 454 Gain on sale of fixed assets (Note 11)
Lain-lain, bersih (masing-masing
dibawah Rp 2 miliar) (701) 2,388 Others, net (each below Rp 2 billion)

6,083 6,786

24. LABA PER SAHAM 24. EARNINGS PER SHARE

Laba per saham dasar dihitung dengan membagi Basic earnings per share is calculated by dividing
laba yang diatribusikan kepada pemilik entitas induk profit attributable to the owners of the parent by the
dengan jumlah rata-rata tertimbang saham biasa weighted average number of ordinary shares
yang beredar pada periode bersangkutan. outstanding during the period.

Pada tanggal 26 September 2019, Perusahaan d


mengubah struktur modal (lihat Catatan 16). Oleh share structure (refer to Note 16). Therefore, based
on PSAK
share in the previous period is restated by
disajikan kembali dengan menghitung ulang recalculating using the new number of shares as
menggunakan jumlah saham yang baru, seakan- such the changes in share structure has taken place
akan perubahan struktur modal tersebut telah terjadi at the beginning of reporting period.
pada awal periode pelaporan.

30 September 30 September
2019 2018

Laba per saham: Earnings per share:


Laba yang diatribusikan Profit attributable
kepada pemilik entitas induk 329,250 113,899 to the owners of parent
Rata-rata tertimbang jumlah Weighted average number of
saham biasa yang beredar ordinary shares outstanding
- dasar dan dilusian 3,325,257,900 3,325,257,900 - basic and diluted

Laba per saham - dasar dan dilusian Earnings per share - basic and diluted
(jumlah penuh) 99 34 (full amount)

Pada tanggal 30 September 2019 dan 30 As at 30 September 2019 and 30 September 2018,
September 2018, Grup tidak memiliki instrumen the Group has no instruments with potentially
yang berpotensi menjadi saham biasa yang bersifat dilutive ordinary shares.
dilutif.

Lampiran - 55 - Schedule

F-60
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

25. INFORMASI PIHAK-PIHAK BERELASI 25. RELATED PARTIES INFORMATION

a. Sifat hubungan dan transaksi a. Nature of relationship and transaction

Pihak berelasi/ Sifat hubungan/ Sifat transaksi/


Related parties Nature of relationship Nature of transactions

Unicharm Corporation Entitas induk/Parent entity Pembelian aset tetap, pembelian


persediaan, biaya royalti, penghasilan
atas jasa penelitian dan pengembangan,
biaya keuangan, piutang lain-lain, utang
usaha, utang lain-lain, akrual royalti dan
akrual biaya keuangan/
Purchase of fixed assets, purchase
of materials, royalty fee, research and
development service income, finance
costs, other receivables, trade
payables, other payables, accrued
royalty, and accrued finance costs

Unicharm Kokko Nonwoven Co., Ltd. Entitas sepengendali/ Penjualan barang, biaya royalti,
Entity under common control pembelian aset tetap, piutang usaha,
piutang lain-lain, utang lain-lain,
dan akrual royalti/
Sales of goods, royalty fee,
purchase of fixed assets, trade
receivables, other receivables,
other payables, and accrued royalty

Diana Unicharm Joint Stock Company Entitas sepengendali/ Penjualan barang, piutang usaha
Entity under common control dan utang lain-lain/
Sales of goods, trade receivables,
and other payables

Unicharm Australasia Pty Ltd. Entitas sepengendali/ Penjualan barang, piutang usaha
Entity under common control dan piutang lain-lain/
Sales of goods, trade receivables
and other receivables

Uni-Charm Corporation Sdn. Bhd. Entitas sepengendali/ Penjualan barang, piutang usaha,
Entity under common control piutang lain-lain, dan utang lain-lain/
Sales of goods, trade receivables,
other receivables, and other payables

Unicharm Consumer Products Entitas sepengendali/ Penjualan barang dan piutang usaha/
(China) Co., Ltd. Entity under common control Sales of goods and trade receivables

Unicharm Consumer Products Entitas sepengendali/ Penjualan barang dan piutang usaha/
(Tianjin) Co., Ltd. Entity under common control Sales of goods and trade receivables

Unicharm India Private Ltd. Entitas sepengendali/ Penjualan barang, penjualan aset yang
Entity under common control dimiliki untuk dijual, piutang usaha
dan utang lain-lain/
Sales of assets held for sale, sales of
goods, trade receivables and other
payables

Unicharm (Philippines) Corp. Entitas sepengendali/ Penjualan barang, komisi penjualan,


Entity under common control piutang usaha, utang lain-lain
dan akrual komisi penjualan/
Sales of goods, sales commission,
trade receivables, other payables
and accrued sales commission

Uni-Charm (Thailand) Co., Ltd. Entitas sepengendali/ Penjualan barang, pembelian


Entity under common control persediaan, piutang usaha, utang usaha
dan utang lain-lain/
Sales of goods, purchase of
materials, trade receivables and
other payables

Lampiran - 56 - Schedule

F-61
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

25. INFORMASI PIHAK-PIHAK BERELASI (lanjutan) 25. RELATED PARTIES INFORMATION (continued)

a. Sifat hubungan dan transaksi (lanjutan) a. Nature of relationship and transaction


(continued)

Pihak berelasi/ Sifat hubungan/ Sifat transaksi/


Related parties Nature of relationship Nature of transactions

Unicharm Product Co., Ltd. Entitas sepengendali/ Piutang lain-lain dan utang lain-lain/
Entity under common control Other receivables and other payables

Peparlet Co., Ltd. Entitas sepengendali/ Piutang lain-lain/Other receivables


Entity under common control

PT DSG Surya Mas Trading Entitas sepengendali/ Penjualan barang dan piutang usaha/
Indonesia Entity under common control Sales of goods and trade receivables

PT DSG Surya Mas Indonesia Entitas sepengendali/ Pembelian persediaan dan utang usaha/
Entity under common control Purchase of materials and trade
payables

PT Pindo Deli Pulp and Paper Mills Entitas anak dari pemegang saham/ Pembelian persediaan dan utang usaha/
Subsidiary of shareholder Purchase of materials and trade
payables

PT Cakrawala Mega Indah Entitas anak dari pemegang saham/ Pembelian persediaan dan utang usaha/
Subsidiary of shareholder Purchase of materials and trade
payables

Dewan Komisaris dan Direksi/ Personnel manajemen kunci/ Remunerasi/Remuneration


Board of Commissioners Key management personnel
and Directors

b. Transaksi signifikan dengan pihak berelasi b. Significant transactions with related


parties

30 September 30 September
2019 2018

Penjualan barang Sales of goods


Unicharm Australasia Pty Ltd. 274,392 219,799 Unicharm Australasia Pty Ltd.
Uni-Charm Corporation
Sdn. Bhd. 247,482 211,015 Uni-Charm Corporation Sdn. Bhd.
Unicharm Kokko
Nonwoven Co., Ltd. 104,003 122,178 Unicharm Kokko Nonwoven Co., Ltd.
PT DSG Surya Mas
Trading Indonesia 63,886 - PT DSG Surya Mas Trading Indonesia
Diana Unicharm Joint
Stock Company 61,019 45,528 Diana Unicharm Joint Stock Company
Unicharm India Private Ltd. 32,623 335,863 Unicharm India Private Ltd.
Unicharm (Philippines) Corp. 11,195 - Unicharm (Philippines) Corp.
Unicharm Consumer
Products (Tianjin) 9,386 - Unicharm Consumer Products (Tianjin)
Unicharm Consumer Unicharm Consumer Products
Products (China) Co., Ltd. 6,163 451 (China) Co., Ltd.
Uni-Charm (Thailand) Co., Ltd. 5,239 8,013 Uni-Charm (Thailand) Co., Ltd.

815,388 942,847

Persentase dari jumlah


pendapatan bersih 13.04% 15.57% Percentage to total net sales

Lampiran - 57 - Schedule

F-62
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

25. INFORMASI PIHAK-PIHAK BERELASI (lanjutan) 25. RELATED PARTIES INFORMATION (continued)

b. Transaksi signifikan dengan pihak berelasi b. Significant transactions with related


(lanjutan) parties (continued)

30 September 30 September
2019 2018

Pembelian aset tetap Purchase of fixed assets


Unicharm Corporation 15,141 62,138 Unicharm Corporation
Unicharm Kokko
Nonwoven Co., Ltd. - 2,557 Unicharm Kokko Nonwoven Co., Ltd.

15,141 64,695

Persentase dari jumlah Percentage to total


pembelian aset tetap 35.20% 73.44% addition of fixed assets

Penjualan aset yang


dimiliki untuk dijual Sales of assets held for sale
Unicharm India Private Ltd. 51,828 - Unicharm India Private Ltd.

Persentase dari jumlah


penjualan aset yang Percentage to total
dimiliki untuk dijual 100.00% 0% sales of assets held for sale

Pembelian persediaan Purchase of materials


Uni-Charm (Thailand) Co., Ltd. 107,821 130,694 Uni-Charm (Thailand) Co., Ltd.
PT Pindo Deli Pulp and
Paper Mills 25,405 25,846 PT Pindo Deli Pulp and Paper Mills
PT Cakrawala Mega Indah 18,979 17,453 PT Cakrawala Mega Indah
PT DSG Surya Mas Indonesia 5,034 - PT DSG Surya Mas Indonesia
Unicharm Corporation 2,144 - Unicharm Corporation

159,383 173,993

Persentase dari jumlah


beban pokok pendapatan 3.39% 3.87% Percentage to total cost of revenue

Biaya royalti Royalty fee


Unicharm Corporation 185,287 182,464 Unicharm Corporation
Unicharm Kokko
Nonwoven Co., Ltd. 1,196 910 Unicharm Kokko Nonwoven Co., Ltd.

186,483 183,374

Persentase dari jumlah


beban penjualan 21.69% 18.65% Percentage to total selling expenses

Penghasilan atas jasa Research and development


riset dan pengembangan service income
Unicharm Corporation 6,206 3,944 Unicharm Corporation

Persentase dari pendapatan


lain-lain 30.16% 18.52% Percentage to other income

Lampiran - 58 - Schedule

F-63
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

25. INFORMASI PIHAK-PIHAK BERELASI (lanjutan) 25. RELATED PARTIES INFORMATION (continued)

b. Transaksi signifikan dengan pihak berelasi b. Significant transactions with related


(lanjutan) parties (continued)

30 September 30 September
2019 2018

Biaya keuangan Finance costs


Unicharm Corporation 23,396 24,334 Unicharm Corporation

Persentase dari jumlah


biaya keuangan 62.89% 62.05% Percentage to total finance costs

Komisi penjualan Sales commission


Unicharm (Philippines) Corp. 16,123 9,951 Unicharm (Philippines) Corp.

Persentase dari jumlah


beban penjualan 1.88% 1.01% Percentage to total selling expenses

c. Saldo dengan pihak berelasi c. Significant balances with related parties

30 September 31 Desember/
2019 December 2018

Piutang usaha Trade receivables


PT DSG Surya Mas
Trading Indonesia 57,836 - PT DSG Surya Mas Trading Indonesia
Uni-Charm Corporation
Sdn. Bhd. 54,424 68,021 Uni-Charm Corporation Sdn. Bhd.
Unicharm Australasia Pty Ltd. 49,461 72,522 Unicharm Australasia Pty. Ltd.
Unicharm Kokko
Nonwoven Co., Ltd. 14,249 9,548 Unicharm Kokko Nonwoven Co., Ltd.
Unicharm (Philippines) Corp. 11,190 - Unicharm (Philippines) Corp.
Diana Unicharm
Joint Stock Company 10,878 14,354 Diana Unicharm Joint Stock Company
Unicharm India Private Ltd. 5,400 50,605 Unicharm India Private Ltd.
Unicharm Consumer
Products (Tianjin) 2,037 - Unicharm Consumer Product (Tianjin)
Unicharm Consumer Unicharm Consumer
Products (China) Co., Ltd. 832 151 Product (China) Co., Ltd.
Uni-Charm (Thailand) Co., Ltd. 514 550 Uni-Charm (Thailand) Co., Ltd.

206,821 215,751

Persentase dari jumlah aset 2.85% 3.01% Percentage to total assets

Piutang lain-lain Other receivables


Unicharm Corporation 6,645 11,177 Unicharm Corporation
Peparlet Co., Ltd. 708 924 Peparlet Co., Ltd.
Unicharm Australasia Pty Ltd. 50 7 Unicharm Australasia Pty Ltd.
Uni-Charm Corporation
Sdn. Bhd. 13 2 Uni-Charm Corporation Sdn. Bhd.
Unicharm Product Co., Ltd. - 33 Unicharm Product Co., Ltd.
Unicharm Kokko
Nonwoven Co., Ltd. - 57 Unicharm Kokko Nonwoven Co., Ltd.

7,416 12,200

Persentase dari jumlah aset 0.10% 0.17% Percentage to total assets

Lampiran - 59 - Schedule

F-64
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

25. INFORMASI PIHAK-PIHAK BERELASI (lanjutan) 25. RELATED PARTIES INFORMATION (continued)

c. Saldo dengan pihak berelasi (lanjutan) c. Significant balances with related parties
(continued)

30 September 31 Desember/
2019 December 2018

Utang usaha Trade payables


Uni-Charm (Thailand) Co., Ltd. 35,750 38,476 Uni-Charm (Thailand) Co., Ltd.
PT Pindo Deli Pulp and
Paper Mills 6,054 4,010 PT Pindo Deli Pulp and Paper Mills
PT Cakrawala Mega Indah 4,607 4,173 PT Cakrawala Mega Indah
Unicharm Corporation 3,710 - Unicharm Corporation
PT DSG Surya Mas Indonesia 1,193 - PT DSG Surya Mas Indonesia

51,314 46,659

Persentase dari jumlah


liabilitas 1.25% 1.06% Percentage to total liabilities

Utang lain-lain Other payables


Unicharm Corporation 20,291 15,672 Unicharm Corporation
Unicharm Product Co., Ltd. 328 217 Unicharm Product Co., Ltd.
Uni-Charm (Thailand) Co., Ltd. 18 5 Uni-Charm (Thailand) Co., Ltd.
Unicharm Kokko
Nonwoven Co., Ltd. 12 62 Unicharm Kokko Nonwoven Co., Ltd.
Diana Unicharm
Joint Stock Company 1 - Diana Unicharm Joint Stock Company
Unicharm (Philippines) Corp. - 7,095 Unicharm (Philippines) Corp.
Unicharm India Private Ltd. - 229 Unicharm India Private Ltd.
Uni-Charm Corporation Uni-Charm Corporation
Sdn. Bhd. - 2 Sdn. Bhd

20,650 23,282

Persentase dari jumlah


liabilitas 0.50% 0.53% Percentage to total liabilities

Akrual royalti Accrued royalty


Unicharm Corporation 58,376 63,269 Unicharm Corporation
Unicharm Kokko
Nonwoven Co., Ltd. 338 691 Unicharm Kokko Nonwoven Co., Ltd.

58,714 63,960

Persentase dari jumlah


liabilitas 1.43% 1.46% Percentage to total liabilities

Akrual komisi penjualan Accrued sales commission


Unicharm (Philippines) Corp. 2,612 - Unicharm (Philippines) Corp.

Persentase dari jumlah


liabilitas 0.06% 0% Percentage to total liabilities

Akrual biaya keuangan Accrued finance costs


Unicharm Corporation 7,029 1,344 Unicharm Corporation

Persentase dari jumlah


liabilitas 0.17% 0.03% Percentage to total liabilities

Lampiran - 60 - Schedule

F-65
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

25. INFORMASI PIHAK-PIHAK BERELASI (lanjutan) 25. RELATED PARTIES INFORMATION (continued)

d. Remunerasi personil manajemen kunci d. Key management personnel remuneration

Gaji dan imbalan jangka pendek yang Salary and short-term benefits paid to the
dibayarkan kepada personil manajemen kunci key management personnel for the
untuk periode yang berakhir pada tanggal 30 periods ended 30 September 2019 and
September 2019 dan 30 September 2018 30 September 2018 are amounting to Rp 7.7
masing-masing adalah sebesar Rp 7,7 miliar billion and Rp 8.9 billion, respectively.
dan Rp 8,9 miliar.

e. Perjanjian dengan pihak berelasi e. Agreements with related parties

Perjanjian perizinan dan merek dagang Licensing and trademark agreement

Pada tanggal 26 Januari 1998, Perusahaan On 26 January 1998, the Company entered
mengadakan perjanjian dengan Unicharm into an agreement with Unicharm Corporation,
Corporation, entitas induk, dimana entitas induk parent entity, wherein the parent entity granted
tersebut memberikan izin kepada Perusahaan the Company permission to utilise
untuk menggunakan lisensi manufaktur dan
merek dagang produk. Sebagai kompensasi, As a compensation, the Company pays a
Perusahaan membayar royalti (2% untuk royalty fee (2% for licensed products and 1%
produk berlisensi dan 1% untuk merek dagang for the trademark of the products) based on the
produk) berdasarkan penjualan bersih untuk net sales for certain products. This agreement
produk tertentu. Perjanjian ini diperpanjang was extended on 1 January 2017 and shall
pada tanggal 1 Januari 2017 dan akan berlaku continue in effect for the next three years.
selama tiga tahun ke depan.

Untuk periode yang berakhir 30 September For the period ended 30 September 2019, total
2019, jumlah royalti yang timbul sehubungan royalty fee incurred in connection with this
dengan perjanjian ini adalah sebesar Rp 184 agreement amounted to Rp 184 billion
miliar (30 September 2018: Rp 181,3 miliar), (30 September 2018: Rp 181.3 billion), which is
yang dicatat sebagai bagian dari beban recorded as part of selling expenses.
penjualan.

Perjanjian komisi penjualan Sales commission agreement

Pada tanggal 1 Januari 2013, Perusahaan On 1 January 2013, the Company entered into
mengadakan perjanjian dengan Unicharm an agreement with Unicharm (Philippines)
(Phil wherein UCP assist the
membantu Perusahaan untuk mengawasi Company to monitor the performance of
Feder
importir dan distributor eksklusif Filipina untuk exclusive Philippines importer and distributor
produk-produk Perusahaan. Sebagai
kompensasi, Perusahaan akan membayar compensation, the Company shall pay
komisi dengan tarif tertentu berdasarkan jumlah commissions at certain rates based on amount
pesanan dari FDI. Perjanjian ini berlaku untuk of orders placed by FDI. This agreement is
waktu yang tidak ditentukan. valid for an unspecified time.

Untuk periode yang berakhir 30 September For the period ended 30 September 2019, total
2019, jumlah komisi penjualan yang timbul sales commission incurred in connection with
sehubungan dengan perjanjian ini adalah this agreement amounted to Rp 16.1 billion
sebesar Rp 16,1 miliar (30 September 2018: Rp (30 September 2018: Rp 10 billion), which is
10 miliar), yang dicatat sebagai bagian dari recorded as part of selling expenses.
beban penjualan.

Lampiran - 61 - Schedule

F-66
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

25. INFORMASI PIHAK-PIHAK BERELASI (lanjutan) 25. RELATED PARTIES INFORMATION (continued)

e. Perjanjian dengan pihak berelasi (lanjutan) e. Agreements with related parties (continued)

Perjanjian jasa riset dan pengembangan Research and development service


agreement

Pada 1 Januari 2016, Perusahaan mengadakan On 1 January 2016, the Company entered into
perjanjian jasa riset dan pengembangan a research and development service agreement
dengan Unicharm Corporation, dimana with Unicharm Corporation, in which the
Perusahaan setuju untuk melakukan dan Company agreed to undertake and carry out the
memberikan jasa yang terkait dengan penelitian services related to market research and
dan pengembangan pasar serta melaporkan development and report the result to Unicharm
hasilnya kepada Unicharm Corporation. Corporation. Unicharm Corporation shall pay
Unicharm Corporation akan membayar jumlah the total sum of the expenses incurred plus
total biaya yang terjadi ditambah biaya jasa service fee amounting to 5%.
sebesar 5%.

Untuk periode yang berakhir 30 September For the period ended 30 September 2019, total
2019, jumlah penghasilan atas jasa riset dan research and development service income
pengembangan yang timbul sehubungan incurred in connection with this agreement
dengan perjanjian ini adalah sebesar Rp 6,2 amounted to Rp 6.2 billion (30 September 2018:
miliar (30 September 2018: Rp 3,9 miliar), yang Rp 3.9 billion), which is recorded as part of
dicatat sebagai bagian dari penghasilan lain- other income.
lain.

Perjanjian lisensi License agreement

Pada bulan Desember 2014, Entitas Anak In December 2014, The Subsidiary entered into
mengadakan perjanjian lisensi dengan license agreements with Unicharm Kokko
Unicharm Kokko Nonwoven Co., Ltd. pada Nonwoven Co., Ltd. on 1 January 2015. In
tanggal 1 Januari 2015. Selain itu, Entitas Anak addition, the Subsidiary also entered into
juga mengadakan perjanjian lisensi pada bulan license agreement in March 2015 with
Maret 2015 dengan Unicharm Corporation, Unicharm Corporation, which was effective on 1
yang efektif pada tanggal 1 April 2015. Dalam April 2015. Under these agreements, the
perjanjian tersebut, Entitas Anak diijinkan untuk Subsidiary is allowed to use and apply licenses
menggunakan lisensi di bawah merek dagang under registered trademarks owned by
terdaftar yang dimiliki oleh Unicharm Kokko Unicharm Kokko Nonwoven Co., Ltd. and
Nonwoven Co., Ltd. dan Unicharm Corporation Unicharm Corporation on the products
untuk produk yang diproduksi di Indonesia. manufactured in Indonesia. As compensation,
Sebagai kompensasi, Entitas Anak harus the Subsidiary shall pay an annual royalty at
membayar royalti tahunan sebesar 2% dari 2% of net sales to each related party. In
penjualan bersih untuk masing-masing pihak addition, the Subsidiary shall purchase the
berelasi. Selain itu, Entitas Anak diharuskan machineries and equipments necessary to
membeli mesin dan peralatan yang diperlukan manufacture the products either from Unicharm
untuk memproduksi produk terkait dari Kokko Nonwoven Co., Ltd., Unicharm
Unicharm Kokko Nonwoven Co., Ltd., Unicharm Corporation, or other suppliers approved by
Corporation, atau pemasok lain yang disetujui each related party. The agreement period is 3
oleh masing-masing pihak berelasi. Periode years until 31 December 2017 and 31 March
perjanjian ini adalah 3 tahun sampai dengan 2017. It will still be valid unless both parties
31 Desember 2017 dan 31 Maret 2017. agree to terminate.
Perjanjian ini akan tetap berlaku hingga kedua
belah pihak setuju untuk diberhentikan.

Untuk periode yang berakhir 30 September For the period ended 30 September 2019, total
2019, jumlah biaya royalti terkait dengan royalty fee incurred in connection with this
perjanjian ini adalah sebesar Rp 2,5 miliar agreement amounted to Rp 2.5 billion (30
(30 September 2018: Rp 2,1 miliar), yang September 2018: Rp 2.1 billion), which was
dicatat sebagai beban penjualan. recorded as part of selling expenses.

Lampiran - 62 - Schedule

F-67
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

25. INFORMASI PIHAK-PIHAK BERELASI (lanjutan) 25. RELATED PARTIES INFORMATION (continued)

e. Perjanjian dengan pihak berelasi (lanjutan) e. Agreements with related parties (continued)

Perjanjian pinjaman Loan agreements

Grup memiliki beberapa perjanjian pinjaman The Group have several loan agreements with
dengan Unicharm Corporation, entitas induk. Unicharm Corporation, its parent entity. These
Pinjaman ini tidak dijamin dan akan dilunasi loans are unsecured and will be repaid at the
sesuai dengan tanggal jatuh tempo. maturity dates.

Tabel berikut memberikan informasi yang The following table provides detailed
berkaitan dengan pinjaman dari pemegang
saham:
30 September 2019
Jumlah pinjaman
dalam mata uang asing
(jumlah penuh)/
Tingkat Outstanding amount
Periode pinjaman/ bunga kontraktual/ in foreign currency Setara Rupiah/
Loan period Contractual interest rates (full amount) Rupiah equivalent

29 Mei 2012 31 Desember 2021/ LIBOR 6 bulan + 0,5%/


29 May 2012 31 December 2021 LIBOR 6 months + 0.5% USD 21,000,000 297,654
29 Juni 2012 31 Desember 2021/ LIBOR 6 bulan + 0,5%/
29 June 2012 31 December 2021 LIBOR 6 months + 0.5% USD 2,400,000 34,018
2 April 2013 31 Desember 2021/ LIBOR 6 bulan + 0,5%/
2 April 2013 31 December 2021 LIBOR 6 months + 0.5% USD 20,000,000 283,480
20 September 2013 19 September 2023/ LIBOR 6 bulan + 0,5%/
20 September 2013 19 September 2023 a) LIBOR 6 months + 0.5% USD 4,888,890 69,294
21 April 2014 20 April 2022/ LIBOR 6 bulan + 0,5%/
21 April 2014 20 April 2022 a) LIBOR 6 months + 0.5% USD 4,285,720 60,746
31 Oktober 2015 31 Desember 2021/ JBA TIBOR 6 bulan + 0,5%/
31 October 2015 31 December 2021 JBA TIBOR 6 months + 0.5% JPY 8,643,254,951 1,135,378

1,880,570

Bagian jangka pendek/Current portion (37,572)

Bagian jangka panjang/Non-current portion 1,842,998

31 Desember/December 2018
Jumlah pinjaman
dalam mata uang asing
(jumlah penuh)/
Tingkat Outstanding amount
Periode pinjaman/ bunga kontraktual/ in foreign currency Setara Rupiah/
Loan period Contractual interest rates (full amount) Rupiah equivalent

29 Mei 2012 31 Desember 2021/ LIBOR 6 bulan + 0,5%/


29 May 2012 31 December 2021 LIBOR 6 months + 0.5% USD 21,000,000 304,101
29 Juni 2012 31 Desember 2021/ LIBOR 6 bulan + 0,5%/
29 June 2012 31 December 2021 LIBOR 6 months + 0.5% USD 2,400,000 34,754
2 April 2013 31 Desember 2021/ LIBOR 6 bulan + 0,5%/
2 April 2013 31 December 2021 LIBOR 6 months + 0.5% USD 20,000,000 289,620
20 September 2013 19 September 2023/ LIBOR 6 bulan + 0,5%/
20 September 2013 19 September 2023 a) LIBOR 6 months + 0.5% USD 6,111,112 88,495
21 April 2014 20 April 2022/ LIBOR 6 bulan + 0,5%/
21 April 2014 20 April 2022 a) LIBOR 6 months + 0.5% USD 5,000,005 72,405
31 Oktober 2015 31 Desember 2021/ JBA TIBOR 6 bulan + 0,5%/
31 October 2015 31 December 2021 JBA TIBOR 6 months + 0.5% JPY 8,643,254,951 1,133,304

1,922,679

Bagian jangka pendek/Current portion (38,386)

Bagian jangka panjang/Non-current portion 1,884,293

a)
Pinjaman-pinjaman ini mensyaratkan cicilan tahunan/These loans require annual installments.

Lampiran - 63 - Schedule

F-68
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

26. PERJANJIAN SIGNIFIKAN 26. SIGNIFICANT AGREEMENTS

Perusahaan The Company

Pada bulan Agustus 2004, Perusahaan In August 2004, the Company entered into a foreign
menandatangani perjanjian kontrak valuta asing exchange forward contract agreement with MUFG
berjangka dengan MUFG Bank, Ltd., cabang Bank, Ltd., Jakarta branch. The agreement has
Jakarta. Perjanjian ini telah mengalami beberapa been amended several times with the latest
kali perubahan dengan perubahan terakhir pada amendment in May 2019 for a total facility of USD 3
bulan Mei 2019 untuk fasilitas sejumlah USD 3 juta million which represents the aggregate amount of
yang merupakan penjumlahan nilai marked-to- the marked-to-market value of the transactions
market untuk seluruh transaksi dibawah perjanjian under this agreement. This agreement is valid until
ini. Perjanjian ini berlaku hingga 31 Mei 2020. Pada 31 May 2020. As at 30 September 2019, the
tanggal 30 September 2019, jumlah nilai marked-to- marked-to-market value for derivative transactions
market untuk transaksi derivatif adalah sebesar Rp amounted to Rp 62.3 million (31 December 2018:
62,3 juta (31 Desember 2018: Rp 1,1 miliar). Rp 1.1 billion).

Pada bulan Mei 2007, Perusahaan menandatangani In May 2007, the Company entered into a cross
perjanjian cross currency swaps dengan MUFG currency swaps agreement with MUFG Bank, Ltd.,
Bank, Ltd., cabang Jakarta untuk fasilitas sejumlah Jakarta branch for a total facility of USD 12.25
USD 12,25 juta. Perjanjian ini telah diubah pada million. The agreement has been amended in May
bulan Mei 2019 dan berlaku hingga 31 Mei 2020. 2019 and is valid until 31 May 2020. As at
Hingga tanggal 30 September 2019, fasilitas ini 30 September 2019, this facility has not been used.
belum digunakan.

Pada bulan Juni 2019, Perusahaan In June 2019, the Company entered into a foreign
menandatangani perjanjian kontrak valuta asing exchange forward contract agreement with PT Bank
berjangka dengan PT Bank BTPN Tbk. Perjanjian BTPN Tbk. The agreement has been amended with
ini telah mengalami beberapa kali perubahan the latest amendment in September 2019. The
dengan perubahan terakhir pada bulan September Company has facility limit of USD 14 million which
2019. Perusahaan memiliki batas fasilitas sebesar represents the aggregate amount of the marked-to-
USD 14 juta yang merupakan penjumlahan nilai market value of the transactions under this
marked-to-market untuk seluruh transaksi dibawah agreement. This agreement is valid until 20
perjanjian ini. Perjanjian ini berlaku hingga 20 December 2019. As at 30 September 2019, the
Desember 2019. Pada tanggal 30 September 2019, marked-to-market value for derivative transactions
jumlah nilai marked-to-market untuk transaksi amounted to Rp 19.5 million (31 December 2018:
derivatif adalah sebesar Rp 19,5 juta (31 Desember Rp nil).
2018: Rp nil).

Entitas Anak Subsidiary

Pada bulan November 2016, Entitas Anak In November 2016, the Subsidiary entered into a
menandatangani perjanjian kontrak valuta asing foreign exchange forward contract agreement with
berjangka dengan MUFG Bank, Ltd., cabang MUFG Bank, Ltd., Jakarta branch for a total facility
Jakarta untuk fasilitas sejumlah USD 1,5 juta. of USD 1.5 million. The agreement has been
Perjanjian ini telah diubah pada bulan November amended in November 2018 and is valid until
2018 dan berlaku hingga 16 November 2019. 16 November 2019. As at 30 September 2019, this
Hingga tanggal 30 September 2019, fasilitas ini facility was not used.
tidak digunakan.

Pada bulan Desember 2016, Entitas Anak In December 2016, the Subsidiary entered into a
menandatangani perjanjian kontrak foreign foreign exchange swap contract agreement with PT
exchange swap dengan PT Bank BTPN Tbk. untuk Bank BTPN Tbk. for a total facility of USD 4.5
fasilitas sejumlah USD 4,5 juta. Perjanjian ini telah million. The agreement has been amended in
diubah pada bulan September 2019 dan berlaku September 2019 and is valid until December 2019.
hingga Desember 2019. Pada tanggal 30 As at 30 September 2019, the marked-to-market
September 2019, jumlah nilai marked-to-market value for derivative transactions amounted to Rp
untuk transaksi derivatif adalah sebesar Rp 195,3 195.3 million (31 December 2018: Rp nil).
juta (31 Desember 2018: nil).

Lampiran - 64 - Schedule

F-69
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

27. INFORMASI SEGMEN 27. SEGMENT INFORMATION

Segmen operasi dilaporkan sesuai dengan Operating segments are reported in accordance with
pelaporan internal kepada pembuat keputusan the internal reporting provided to the chief operating
operasional, yang bertanggung jawab atas alokasi decision maker, which is responsible for allocating
sumber daya ke masing-masing segmen yang resources to the reportable segments and assesses
dilaporkan serta menilai kinerja masing-masing its performance. The Group has two reportable
segmen tersebut. Grup memiliki dua segmen yang segments which are diapers and non diapers. Both
dilaporkan meliputi diapers dan non diapers. Kedua reportable segments are located in Indonesia.
segmen yang dilaporkan berlokasi di Indonesia.

Informasi mengenai segmen operasi Grup adalah


sebagai berikut: follows:
30 September 2019
Diapers Non diapers Jumlah/Total

Pendapatan bersih 6,009,537 245,016 6,254,553 Net revenue

Beban pokok pendapatan (4,541,260) (158,164) (4,699,424) Cost of revenue

Laba bruto 1,468,277 86,852 1,555,129 Gross profit

Beban penjualan (819,406) (40,354) (859,760) Selling expenses


Beban umum dan administrasi (171,963) (10,110) (182,073) General and administrative expenses

Penghasilan/(beban) yang tidak dapat


dialokasi: Unallocated income/(expense):
Penghasilan keuangan 20,493 Finance income
Biaya keuangan (37,202) Finance costs
Keuntungan selisih kurs, bersih 2,911 Gain on foreign exchange, net
Beban pajak (20,822) Tax expenses
Lain-lain, bersih 6,083 Others, net

Laba sebelum pajak penghasilan 484,759 Profit before income tax

Aset Assets
Aset segmen 3,985,408 441,030 4,426,438 Segment assets
Aset yang tidak dapat dialokasi 2,818,466 Unallocated assets

Jumlah aset 7,244,904 Total assets

Liabilitas Liabilities
Liabilitas segmen 2,925,969 324,026 3,249,995 Segment liabilities
Liabilitas yang tidak dapat dialokasi 865,113 Unallocated liabilities

Jumlah liabilitas 4,115,108 Total liabilities

Lampiran - 65 - Schedule

F-70
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

27. INFORMASI SEGMEN (lanjutan) 27. SEGMENT INFORMATION (continued)

31 Desember/December 2018
Diapers Non diapers Jumlah/Total

Pendapatan bersih 8,042,302 308,281 8,350,583 Net revenue

Beban pokok pendapatan (5,978,775) (261,733) (6,240,508) Cost of revenue

Laba bruto 2,063,527 46,548 2,110,075 Gross profit

Beban penjualan (1,382,258) (50,203) (1,432,461) Selling expenses


Beban umum dan administrasi (161,533) (12,681) (174,214) General and administrative expenses

Penghasilan/(beban) yang tidak


dapat dialokasi: Unallocated income/(expense):
Penghasilan keuangan 27,241 Finance income
Biaya keuangan (51,508) Finance costs
Kerugian selisih kurs, bersih (183,845) Loss on foreign exchange, net
Beban pajak (11,918) Tax expenses
Lain-lain, bersih 6,510 Others, net

Laba sebelum pajak penghasilan 289,880 Profit before income tax

Aset Assets
Aset segmen 4,996,517 520,332 5,516,849 Segment assets
Aset yang tidak dapat dialokasi 1,662,798 Unallocated assets

Jumlah aset 7,179,647 Total assets

Liabilitas Liabilities
Liabilitas segmen 3,176,785 446,483 3,623,268 Segment liabilities
Liabilitas yang tidak dapat dialokasi 758,675 Unallocated liabilities

Jumlah liabilitas 4,381,943 Total liabilities

30 September 2018
Diapers Non diapers Jumlah/Total

Pendapatan bersih 5,828,016 228,903 6,056,919 Net revenue

Beban pokok pendapatan (4,368,821) (125,945) (4,494,766) Cost of revenue

Laba bruto 1,459,195 102,958 1,562,153 Gross profit

Beban penjualan (947,103) (36,211) (983,314) Selling expenses


Beban umum dan administrasi (145,052) (10,170) (155,222) General and administrative expenses

Penghasilan/(beban) yang tidak dapat


dialokasi: Unallocated income/(expense):
Penghasilan keuangan 20,968 Finance income
Biaya keuangan (39,216) Finance costs
Kerugian selisih kurs, bersih (207,206) Loss on foreign exchange, net
Beban pajak (18,018) Tax expenses
Lain-lain, bersih 14,018 Others, net

Laba sebelum pajak penghasilan 194,163 Profit before income tax

Aset Assets
Aset segmen 5,116,788 454,722 5,571,510 Segment assets
Aset yang tidak dapat dialokasi 1,763,926 Unallocated assets

Jumlah aset 7,335,436 Total assets

Liabilitas Liabilities
Liabilitas segmen 3,487,049 246,023 3,733,072 Segment liabilities
Liabilitas yang tidak dapat dialokasi 877,396 Unallocated liabilities

Jumlah liabilitas 4,610,468 Total liabilities

Lampiran - 66 - Schedule

F-71
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

28. ASET ATAU LIABILITAS MONETER NETO 28. NET MONETARY ASSETS OR LIABILITIES
DALAM MATA UANG ASING DENOMINATED IN FOREIGN CURRENCIES

Grup memiliki aset dan liabilitas dalam mata uang The Group has assets and liabilities denominated in
asing sebagai berikut (dalam jumlah penuh, kecuali foreign currencies as follows (in full amounts, except
jumlah setara Rupiah): Rupiah equivalent):

30 September 2019
Jumlah setara
Rupiah/
USD JPY Rp equivalent

Aset Assets
Kas dan setara kas 1,828,097 4,957,917 26,563 Cash and cash equivalents
Deposito berjangka 78,271 - 1,109 Time deposits
Piutang usaha 11,489,287 - 162,849 Trade receivables
Piutang lain-lain 95,591 3,463,290 1,810 Other receivables

13,491,246 8,421,207 192,331

Liabilitas Liabilities
Utang usaha (21,050,046) - (298,363) Trade payables
Utang lain-lain (34,870) (163,999,298) (22,038) Other payables
Pinjaman bank (7,125,000) - (100,990) Bank loans
Pinjaman pihak berelasi (52,574,610) (8,643,254,951) (1,880,570) Intercompany loans

(80,784,526) (8,807,254,249) (2,301,961)

Liabilitas neto (67,293,280) (8,798,833,042) (2,109,630) Net liabilities

Jumlah setara Rupiah (953,815) (1,155,815) (2,109,630) Total Rupiah equivalent

31 Desember/December 2018
Jumlah setara
Rupiah/
USD JPY Rp equivalent

Aset Assets
Kas dan setara kas 4,210,981 7,246,334 61,929 Cash and cash equivalents
Deposito berjangka 78,271 - 1,133 Time deposits
Piutang usaha 17,124,489 - 247,979 Trade receivables
Piutang lain-lain 39,075 5,541,264 1,292 Other receivables

21,452,816 12,787,598 312,333

Liabilitas Liabilities
Utang usaha (23,842,508) - (345,263) Trade payables
Utang lain-lain (538,917) (123,385,357) (23,982) Other payables
Pinjaman bank (6,800,000) - (98,471) Bank loans
Pinjaman pihak berelasi (54,511,117) (8,643,254,951) (1,922,679) Intercompany loans

(85,692,542) (8,766,640,308) (2,390,395)

Liabilitas neto (64,239,726) (8,753,852,710) (2,078,062) Net liabilities

Jumlah setara Rupiah (930,256) (1,147,806) (2,078,062) Total Rupiah equivalent

Aset dan liabilitas moneter di atas dijabarkan Monetary assets and liabilities mentioned above are
menggunakan kurs tengah Bank Indonesia tanggal translated using Bank Indonesia middle rate as at 30
30 September 2019 dan 31 Desember 2018. September 2019 and 31 December 2018.

Lampiran - 67 - Schedule

F-72
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

29. IKATAN 29. COMMITMENTS

Perjanjian sewa operasi Operating lease agreements

Grup mengadakan berbagai perjanjian sewa operasi The Group entered into various operating lease
dengan pihak-pihak lain, terutama untuk gudang agreements with counterparties, mainly for
dan kantor. Jumlah pembayaran sewa minimum di warehouses and offices. The future aggregate
masa depan dalam perjanjian sewa operasi yang minimum lease payments under non-cancellable
tidak dapat dibatalkan adalah sebagai berikut: operating leases are as follows:
30 September 31 December
2019 2018

Kurang dari 1 tahun 122,614 117,144 Less than 1 year


Antara 1 - 5 tahun 483,815 483,078 Between 1 - 5 years
Lebih dari 5 tahun 112,977 90,495 More than 5 years

719,406 690,717

30. INFORMASI TAMBAHAN UNTUK LAPORAN 30. SUPPLEMENTARY INFORMATION FOR INTERIM
ARUS KAS KONSOLIDASIAN INTERIM CONSOLIDATED STATEMENTS OF CASH
FLOWS
a. Transaksi non-kas yang timbul dari aktivitas a. Non-cash transactions arising from investing
investasi activities
Aktivitas signifikan yang tidak mempengaruhi Significant activities not affecting cash flows
arus kas terkait dengan aset tetap adalah related to fixed assets are as follows:
sebagai berikut:

30 September 30 September
2019 2018

Perolehan aset tetap melalui Acquisition of fixed assets


utang lain-lain 3,780 15,172 through other payables
Reklasifikasi aset tetap ke Reclassification of fixed assets
aset dimiliki untuk dijual - 60,492 to assets held for sale

b. Rekonsiliasi liabilitas yang timbul dari b. Reconciliation of liabilities arising from


aktivitas pendanaan financing activities
Mutasi liabilitas Grup yang timbul dari aktivitas The movement liabilities arising
pendanaan, yang terdiri dari pinjaman, adalah from financing activities, which consist of
sebagai berikut: borrowings, are as follows:
Pinjaman pihak
berelasi/
Pinjaman bank/ Intercompany
Bank loans loans

Saldo 1 Januari 2019 256,364 1,922,679 Balance as at 1 January 2019

Arus kas: Cash flows:


Penerimaan pinjaman 98,749 - Proceed from loans
Pembayaran pinjaman (209,979) (27,358) Payment of loans
Perubahan nonkas: Non-cash movement:
Translasi mata uang asing (2,041) (14,751) Foreign exchange translation

Saldo 30 September 2019 143,093 1,880,570 Balance as at 30 September 2019

Lampiran - 68 - Schedule

F-73
PT UNI-CHARM INDONESIA Tbk
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
DAN UNTUK PERIODE SEMBILAN BULAN YANG AND FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

30. INFORMASI TAMBAHAN UNTUK LAPORAN 30. SUPPLEMENTARY INFORMATION FOR INTERIM
ARUS KAS KONSOLIDASIAN INTERIM (lanjutan) CONSOLIDATED STATEMENTS OF CASH
FLOWS (continued)

b. Rekonsiliasi liabilitas yang timbul dari b. Reconciliation of liabilities arising from


aktivitas pendanaan (lanjutan) financing activities (continued)
Pinjaman pihak
berelasi/
Pinjaman bank/ Intercompany
Bank loans loans

Saldo 1 Januari 2018 526,728 1,981,517 Balance as at 1 January 2018

Arus kas: Cash flows:


Penerimaan pinjaman 216,492 - Proceed from loans
Pembayaran pinjaman (489,140) (219,412) Payment of loans
Perubahan nonkas: Non-cash movement:
Translasi mata uang asing 2,284 160,574 Foreign exchange translation

Saldo 31 Desember 2018 256,364 1,922,679 Balance as at 31 December 2018

Saldo 1 Januari 2018 526,728 1,981,517 Balance as at 1 January 2018

Arus kas: Cash flows:


Penerimaan pinjaman 112,035 - Proceed from loans
Pembayaran pinjaman (478,363) (133,895) Payment of loans
Perubahan nonkas: Non-cash movement:
Translasi mata uang asing 56,146 187,639 Foreign exchange translation

Saldo 30 September 2018 216,546 2,035,261 Balance as at 30 September 2018

31. PERISTIWA SETELAH PERIODE PELAPORAN 31. EVENT AFTER REPORTING PERIOD

Peningkatan cadangan wajib Perusahaan

Berdasarkan Akta Notaris No. 10 tanggal 2 Oktober Based on Notarial Deed No. 10 dated 2 October
2019 oleh Christina Dwi Utami, S.H., M.Hum., 2019 of Christina Dwi Utami, S.H., M.Hum., M.Kn.,
M.Kn., para pemegang saham menyetujui shareholders approved the increase of the
peningkatan saldo laba Perusahaan yang ngs balance
dicadangkan menjadi Rp 66,5 miliar. to Rp 66.5 billion.

32. INFORMASI TAMBAHAN 32. SUPPLEMENTARY INFORMATION

Informasi keuangan PT Uni-Charm Indonesia Tbk The following financial information of PT Uni-Charm
(induk perusahaan saja) yang terdapat dalam Indonesia Tbk (parent company only) on pages 70
halaman 70 sampai dengan halaman 74 menyajikan to 74
investasi Perusahaan pada Entitas Anak Subsidiary under the cost method.
berdasarkan metode biaya.

Lampiran - 69 - Schedule

F-74
INFORMASI TAMBAHAN/SUPPLEMENTARY INFORMATION

PT UNI-CHARM INDONESIA Tbk


INDUK PERUSAHAAN SAJA/PARENT COMPANY ONLY

LAPORAN POSISI KEUANGAN INTERIM INTERIM STATEMENTS OF FINANCIAL POSITION


30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

30 September 31 Desember/
2019 December 2018

ASET ASSETS

Aset lancar Current assets


Kas dan setara kas 1,303,298 1,135,580 Cash and cash equivalents
Piutang usaha Trade receivables
- Pihak berelasi 182,454 197,114 Related parties -
- Pihak ketiga 1,793,714 1,570,735 Third parties -
Piutang lain-lain Other receivables
- Pihak berelasi 7,286 12,071 Related parties -
- Pihak ketiga 2,790 3,299 Third parties -
Piutang derivatif 19 - Derivative receivables
Persediaan 737,521 690,590 Inventories
Aset dimiliki untuk dijual 60,492 Assets held for sale
Pajak dibayar dimuka Prepaid taxes
- Pajak penghasilan badan 135,295 135,295 Corporate income tax -
- Pajak lainnya 106,518 151,689 Other taxes -
Biaya dibayar dimuka 80,187 103,127 Prepaid expenses

Jumlah aset lancar 4,349,082 4,059,992 Total current assets

Aset tidak lancar Non-current assets


Aset tetap 2,363,630 2,559,128 Fixed assets
Properti investasi 15,150 15,150 Investment property
Aset pajak tangguhan 85,904 74,106 Deferred tax assets
Investasi pada Entitas Anak 35,826 35,826 Investment in Subsidiary
Uang jaminan 2,217 2,510 Refundable deposits
Pinjaman pihak berelasi 100,000 - Loan to related party

Jumlah aset tidak lancar 2,602,727 2,686,720 Total non-current assets

JUMLAH ASET 6,951,809 6,746,712 TOTAL ASSETS

Lampiran - 70 - Schedule

F-75
INFORMASI TAMBAHAN/SUPPLEMENTARY INFORMATION

PT UNI-CHARM INDONESIA Tbk


INDUK PERUSAHAAN SAJA/PARENT COMPANY ONLY

LAPORAN POSISI KEUANGAN INTERIM INTERIM STATEMENTS OF FINANCIAL POSITION


30 SEPTEMBER 2019 DAN 31 DESEMBER 2018 30 SEPTEMBER 2019 AND 31 DECEMBER 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

30 September 31 Desember/
2019 December 2018

LIABILITAS LIABILITIES

Liabilitas jangka pendek Current liabilities


Utang usaha Trade payables
- Pihak berelasi 58,105 53,117 Related parties -
- Pihak ketiga 773,353 853,768 Third parties -
Utang lain-lain Other payables
- Pihak berelasi 20,030 23,135 Related parties -
- Pihak ketiga 27,152 80,963 Third parties -
Akrual dan provisi 956,701 1,012,111 Accruals and provisions
Utang derivatif 62 1,142 Derivative payables
Uang muka pelanggan 2,190 - Advances from customers
Utang pajak Taxes payable
- Pajak penghasilan badan 78,813 31,676 Corporate income tax -
- Pajak lainnya 18,088 9,723 Other taxes -

Jumlah liabilitas jangka pendek 1,934,494 2,065,635 Total current liabilities

Liabilitas jangka panjang Non-current liabilities


Pinjaman pihak berelasi 1,750,530 1,761,779 Intercompany loans
Liabilitas imbalan kerja 132,440 103,010 Employee benefits obligation

Jumlah liabilitas jangka panjang 1,882,970 1,864,789 Total non-current liabilities

JUMLAH LIABILITAS 3,817,464 3,930,424 TOTAL LIABILITIES

EKUITAS EQUITY

Modal saham: Share capital:


Saham seri A modal dasar Series A shares authorised
20.000 saham, ditempatkan 20,000 shares, issued and
dan disetor penuh 6.350 fully paid 6,350 shares
saham dengan nilai nominal with par value of
Rp 4.325.400 (jumlah penuh) Rp 4,325,400 (full amount)
per saham - 27,466 per share
Saham seri B modal dasar Series B shares authorised
35.500 saham, ditempatkan 35,500 shares, issued and
dan disetor penuh 17.700 fully paid 17,700 shares
saham dengan nilai nominal with par value of
Rp 17.235.000 (jumlah penuh) Rp 17,235,000 (full amount)
per saham - 305,060 per share
Saham biasa modal dasar Ordinary shares authorised
1.330.103.160.000 saham, 1,330,103,160,000 shares,
ditempatkan dan disetor penuh issued and fully paid
3.325.257.900 saham dengan 3,325,257,900 shares with
nilai nominal Rp 100 (jumlah par value of Rp 100
penuh) per saham 332,526 - (full amount)
Foreign exchange difference
Selisih kurs atas modal disetor 11,503 11,503 on paid-in capital
Saldo laba Retained earnings
- Dicadangkan 5,700 5,700 Appropriated -
- Belum dicadangkan 2,784,616 2,466,559 Unappropriated -

JUMLAH EKUITAS 3,134,345 2,816,288 TOTAL EQUITY

JUMLAH LIABILITAS DAN EKUITAS 6,951,809 6,746,712 TOTAL LIABILITIES AND EQUITY

Lampiran - 71 - Schedule

F-76
INFORMASI TAMBAHAN/SUPPLEMENTARY INFORMATION

PT UNI-CHARM INDONESIA Tbk


INDUK PERUSAHAAN SAJA/PARENT COMPANY ONLY

LAPORAN LABA RUGI DAN PENGHASILAN INTERIM STATEMENTS OF PROFIT OR LOSS AND
KOMPREHENSIF LAIN INTERIM OTHER COMPREHENSIVE INCOME
UNTUK PERIODE SEMBILAN BULAN YANG FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

30 September 30 September
2019 2018

Pendapatan bersih 6,085,133 5,887,957 Net revenue

Beban pokok pendapatan (4,566,812) (4,366,994) Cost of revenue

Laba bruto 1,518,321 1,520,963 Gross profit

Beban penjualan (867,356) (973,144) Selling expenses


Beban umum dan administrasi (174,181) (147,039) General and administrative expenses
Penghasilan keuangan 20,540 20,968 Finance income
Biaya keuangan (20,070) (24,510) Finance costs
Kerugian selisih kurs, bersih (1,420) (183,655) Loss on foreign exchange, net
Beban pajak (19,836) (10,447) Tax expenses
Lain-lain, bersih 5,533 6,484 Others, net

Laba sebelum pajak penghasilan 461,531 209,620 Profit before income tax

Beban pajak penghasilan (134,087) (81,392) Income tax expenses

Laba periode berjalan 327,444 128,228 Profit for the period

(Kerugian)/penghasilan komprehensif lain Other comprehensive (loss)/income


Pos-pos yang tidak akan Items that will not be reclassified
direklasifikasi ke laba rugi: to profit or loss:
- Pengukuran kembali liabilitas Remeasurement of employee -
imbalan kerja (12,516) 17,358 benefits obligation
- Beban pajak terkait 3,129 (4,340) Related income tax -

Jumlah (kerugian)/penghasilan Total other comprehensive


komprehensif lain, setelah pajak (9,387) 13,018 (loss)/income, net of tax

Jumlah penghasilan komprehensif Total comprehensive income


periode berjalan 318,057 141,246 for the period

Lampiran - 72 - Schedule

F-77
INFORMASI TAMBAHAN/SUPPLEMENTARY INFORMATION

PT UNI-CHARM INDONESIA Tbk


INDUK PERUSAHAAN SAJA/PARENT COMPANY ONLY

LAPORAN PERUBAHAN EKUITAS INTERIM INTERIM STATEMENTS OF CHANGES IN EQUITY


UNTUK PERIODE SEMBILAN BULAN YANG BERAKHIR FOR THE NINE-MONTH PERIODS ENDED
30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 DAN 2018
(Dinyatakan dalam jutaan Rupiah, kecuali dinyatakan lain) (Expressed in millions of Rupiah unless otherwise stated)

Selisih kurs
atas modal
disetor/Foreign Saldo laba/Retained earnings
Modal saham/Share capital exchange Belum
Seri A/ Seri B/ Biasa/ difference on Dicadangkan/ dicadangkan/ Jumlah ekuitas/
Series A Series B Ordinary paid-in capital Appropriated Unappropriated Total equity

Saldo 1 Januari 2018 27,466 305,060 - 11,503 5,700 2,257,032 2,606,761 Balance as at 1 January 2018

Laba periode berjalan - - - - - 128,228 128,228 Profit for the period

Pengukuran kembali liabilitas Remeasurement of employee


imbalan kerja, setelah pajak - - - - - 13,018 13,018 benefits obligation, net of tax

Balance as at 30 September

F-78
Saldo 30 September 2018 27,466 305,060 - 11,503 5,700 2,398,278 2,748,007 2018

Saldo 1 Januari 2019 27,466 305,060 - 11,503 5,700 2,466,559 2,816,288 Balance as at 1 January 2019

Laba periode berjalan - - - - - 327,444 327,444 Profit for the period

Perubahan klasifikasi saham (27,466) (305,060) 332,256 - - - - Changes in share classification

Pengukuran kembali liabilitas Remeasurement of employee


imbalan kerja, setelah pajak - - - - - (9,387) (9,387) benefits obligation, net of tax

Balance as at 30 September
Saldo 30 September 2019 - - 332,256 2,784,616 3,134,345 2019

Lampiran - 73 - Schedule
INFORMASI TAMBAHAN/SUPPLEMENTARY INFORMATION

PT UNI-CHARM INDONESIA Tbk


INDUK PERUSAHAAN SAJA/PARENT COMPANY ONLY

LAPORAN ARUS KAS INTERIM STATEMENTS OF CASH FLOWS


UNTUK PERIODE SEMBILAN BULAN YANG FOR THE NINE-MONTH PERIODS ENDED
BERAKHIR 30 SEPTEMBER 2019 DAN 2018 30 SEPTEMBER 2019 AND 2018
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

30 September 30 September
2019 2018
Cash flows from operating
Arus kas dari aktivitas operasi: activities:
Penerimaan dari pelanggan 6,966,557 6,891,081 Receipt from customers
Pembayaran kepada pemasok dan Payment to suppliers and
pihak lain (6,283,765) (6,034,436) other parties
Pembayaran kepada karyawan (296,549) (283,427) Payment to employees
Receipts from other
Penerimaan dari aktivitas operasi lainnya 9,465 58,406 operating activities
Pembayaran untuk aktivitas Payments for other
operasi lainnya (1,081) (17,032) operating activities

Kas yang dihasilkan dari operasi 394,627 614,592 Cash generated from operations

Pembayaran pajak penghasilan badan (95,620) (78,909) Payment of corporate income tax
Penerimaan dari hasil restitusi pajak - 119,287 Receipt from result of tax assessments
Penerimaan penghasilan keuangan 20,540 20,968 Receipt of finance income
Pembayaran biaya keuangan (14,048) (17,722) Payment of finance cost

Arus kas bersih yang diperoleh dari Net cash flows provided from
aktivitas operasi 305,499 658,216 operating activities

Cash flows from investing


Arus kas dari aktivitas investasi: activities:
Pembelian aset tetap (37,299) (72,233) Purchase of fixed assets
Hasil dari penjualan aset tetap 45 630 Proceeds from sale of fixed assets
Pemberian pinjaman entitas anak (100,000) - Loan to Subsidiary

Arus kas bersih yang digunakan untuk Net cash flows used in
aktivitas investasi (137,254) (71,603) investing activities

Cash flows from financing


Arus kas dari aktivitas pendanaan: activities:
Pembayaran pinjaman bank - (300,000) Payment of bank loans
Pembayaran pinjaman pihak berelasi - (106,590) Payment of intercompany loans

Arus kas bersih yang digunakan untuk Net cash flows used in
dari aktivitas pendanaan - (406,590) financing activities

Kenaikan bersih Net increase in


kas dan setara kas 168,245 180,023 cash and cash equivalents

Kas dan setara kas pada Cash and cash equivalents


awal periode 1,135,580 1,110,024 at beginning of the period

Dampak selisih kurs terhadap Foreign exchange difference on


kas dan setara kas (527) 1,180 cash and cash equivalents

Kas dan setara kas pada Cash and cash equivalents


akhir periode 1,303,298 1,291,227 at end of the period

Lampiran - 74 - Schedule

F-79
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

LAPORAN KEUANGAN KONSOLIDASIAN INTERIM/


INTERIM CONSOLIDATED FINANCIAL STATEMENTS

30 JUNI/JUNE 2019, 31 DESEMBER/DECEMBER 2018, 2017, 2016

DAN/AND

UNTUK PERIODE ENAM BULAN YANG BERAKHIR/


FOR THE SIX-MONTH PERIODS ENDED
30 JUNI/JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR/
AND FOR THE YEARS ENDED
31 DESEMBER/DECEMBER 2018, 2017, 2016

F-80
F-81
F-82
F-83
F-84
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

LAPORAN POSISI KEUANGAN INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM STATEMENTS OF FINANCIAL POSITION
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

31 Desember/ 31 Desember/ 31 Desember/


Catatan/ 30 Juni/June December December December
Notes 2019 2018 2017 2016

ASET ASSETS

Aset lancar Current assets


Kas dan setara kas 6 1,392,304 1,140,083 1,110,939 862,760 Cash and cash equivalents
Deposito berjangka 7 1,107 1,133 1,332 1,323 Time deposits
Piutang usaha Trade receivables
- Pihak berelasi 8, 26c 204,663 215,751 190,704 99,947 Related parties -
- Pihak ketiga 8 1,564,113 1,573,963 1,394,984 1,493,327 Third parties -
Piutang lain-lain Other receivables
- Pihak berelasi 26c 71,685 12,200 17,992 15,455 Related parties -
- Pihak ketiga 2,946 3,391 39,267 21,691 Third parties -
Piutang derivatif - - - 581 Derivative receivables
Persediaan 9 735,411 724,227 513,517 589,431 Inventories
Aset dimiliki untuk dijual 12 - 60,492 - - Assets held for sale
Pajak dibayar dimuka 11a Prepaid taxes
- Pajak penghasilan badan 139,255 140,812 288,954 287,865 Corporate income tax -
- Pajak lainnya 132,845 169,753 105,733 86,519 Other taxes -
Uang muka - - 387 385 Advances
Biaya dibayar dimuka 10 116,516 103,391 52,829 70,295 Prepaid expenses

Jumlah aset lancar 4,360,845 4,145,196 3,716,638 3,529,579 Total current assets

Aset tidak lancar Non-current assets


Aset tetap 12 2,804,142 2,940,768 3,234,381 3,571,483 Fixed assets
Aset pajak tangguhan 11d 94,715 90,783 89,136 116,856 Deferred tax assets
Uang jaminan 2,826 2,900 3,374 3,343 Refundable deposits

Jumlah aset tidak lancar 2,901,683 3,034,451 3,326,891 3,691,682 Total non-current assets

JUMLAH ASET 7,262,528 7,179,647 7,043,529 7,221,261 TOTAL ASSETS

Catatan atas laporan keuangan konsolidasian interim terlampir merupakan bagian The accompanying notes form an integral part of these
yang tidak terpisahkan dari laporan keuangan konsolidasian interim. interim consolidated financial statements.

Halaman - 1 - Page

F-85
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

LAPORAN POSISI KEUANGAN INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM STATEMENTS OF FINANCIAL POSITION
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

31 Desember/ 31 Desember/ 31 Desember/


Catatan/ 30 Juni/June December December December
Notes 2019 2018 2017 2016

LIABILITAS LIABILITIES

Liabilitas jangka pendek Current liabilities


Utang usaha Trade payables
- Pihak berelasi 13, 26c 29,723 46,659 32,628 31,888 Related parties -
- Pihak ketiga 13 815,436 885,017 756,269 698,257 Third parties -
Utang lain-lain Other payables
- Pihak berelasi 26c 17,007 23,282 38,635 46,650 Related parties -
- Pihak ketiga 38,235 84,295 67,872 76,932 Third parties -
Akrual dan provisi 14 1,121,105 1,016,736 903,504 823,917 Accruals and provisions
Utang derivatif 1,383 1,142 264 - Derivative payables
Utang pajak 11b Taxes payable
- Pajak penghasilan badan 24,120 31,676 19,886 - Corporate income tax -
- Pajak lainnya 12,642 10,239 8,097 12,108 Other taxes -
Pinjaman bank 15 245,686 256,364 526,728 954,968 Bank loans
Pinjaman pihak berelasi Intercompany loans
- porsi jangka pendek 26e 37,485 38,386 35,913 35,616 - current maturity

Jumlah liabilitas jangka


pendek 2,342,822 2,393,796 2,389,796 2,680,336 Total current liabilities

Liabilitas jangka panjang Non-current liabilities


Pinjaman pihak berelasi 26e 1,850,252 1,884,293 1,945,604 1,932,066 Intercompany loans
Employee benefits
Liabilitas imbalan kerja 16 124,282 103,854 109,933 74,895 obligation

Jumlah liabilitas Total non-current


jangka panjang 1,974,534 1,988,147 2,055,537 2,006,961 liabilities

JUMLAH LIABILITAS 4,317,356 4,381,943 4,445,333 4,687,297 TOTAL LIABILITIES

EKUITAS EQUITY

Modal saham: 17 Share capital:


Saham seri A
modal dasar 20.000 Series A shares
saham, ditempatkan - authorised
dan disetor penuh 20,000 shares,
6.350 saham dengan issued and fully paid
nilai nominal 6,350 shares with par
Rp 4.325.400 (jumlah value of Rp 4,325,400
penuh) per saham 27,466 27,466 27,466 27,466 (full amount) per share
Saham seri B
modal dasar 35.500 Series B shares
saham, ditempatkan - authorised
dan disetor penuh 35,500 shares,
17.700 saham dengan issued and fully paid
nilai nominal 17,700 shares with par
Rp 17.235.000 (jumlah value of Rp 17,235,000
penuh) per saham 305,060 305,060 305,060 305,060 (full amount) per share
Foreign exchange difference
Selisih kurs atas modal disetor 18 11,503 11,503 11,503 11,503 on paid-in capital
Tambahan modal disetor 5 (8,849) (8,849) (8,849) - Additional paid-in capital
Ekuitas merging entities 5 - - - 33,998 Merging entities equity
Saldo laba Retained earnings
- Dicadangkan 19 5,700 5,700 5,700 5,700 Appropriated -
- Belum dicadangkan 2,604,093 2,456,640 2,257,033 2,149,896 Unappropriated -

Ekuitas yang dapat


diatribusikan kepada Equity attributable to
pemilik entitas induk 2,944,973 2,797,520 2,597,913 2,533,623 owners of the parent

Kepentingan nonpengendali 199 184 283 341 Non-controlling interest

JUMLAH EKUITAS 2,945,172 2,797,704 2,598,196 2,533,964 TOTAL EQUITY

JUMLAH LIABILITAS TOTAL LIABILITIES


DAN EKUITAS 7,262,528 7,179,647 7,043,529 7,221,261 AND EQUITY

Catatan atas laporan keuangan konsolidasian interim terlampir merupakan bagian The accompanying notes form an integral part of these
yang tidak terpisahkan dari laporan keuangan konsolidasian interim. interim consolidated financial statements.

Halaman - 2 - Page

F-86
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

LAPORAN LABA RUGI DAN PENGHASILAN INTERIM CONSOLIDATED STATEMENTS OF PROFIT


KOMPREHENSIF LAIN KONSOLIDASIAN INTERIM OR LOSS AND OTHER COMPREHENSIVE INCOME
UNTUK PERIODE ENAM BULAN YANG BERAKHIR FOR THE SIX-MONTH PERIODS ENDED
30 JUNI 2019, 2018 30 JUNE 2019, 2018
DAN UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

31 Desember/ 31 Desember/ 31 Desember/


Catatan/ 30 Juni/June 30 Juni/June December December December
Notes 2019 2018 2018 2017 2016

Pendapatan bersih 20 4,209,402 3,935,154 8,350,583 7,278,121 6,812,884 Net revenue

Beban pokok pendapatan 21 (3,169,835) (2,865,634) (6,240,508) (5,383,384) (5,460,534) Cost of revenue

Laba bruto 1,039,567 1,069,520 2,110,075 1,894,737 1,352,350 Gross profit

Beban penjualan 22a (682,329) (663,941) (1,432,461) (1,340,223) (1,456,194) Selling expenses
General and administrative
Beban umum dan administrasi 22b (122,566) (77,750) (174,214) (248,590) (181,065) expenses
Penghasilan keuangan 12,785 13,648 27,241 21,699 11,623 Finance income
Biaya keuangan 23 (24,903) (25,837) (51,508) (71,006) (78,323) Finance costs
Keuntungan/(kerugian) selisih Gain/(loss) on foreign
kurs, bersih 7,823 (156,847) (183,845) (53,734) 24,901 exchange, net
Beban pajak (19,310) (10,620) (11,918) (10,192) (17,208) Tax expenses
Lain-lain, bersih 24 3,939 6,841 6,510 5,784 10,736 Others, net

Laba/(rugi) sebelum pajak Profit/(loss) before


penghasilan 215,006 155,014 289,880 198,475 (333,180) income tax

(Beban)/manfaat pajak Income tax


penghasilan 11c (61,080) (66,016) (108,724) (88,334) 55,154 (expenses)/benefits

Profit/(loss) for
Laba/(rugi) periode/tahun berjalan 153,926 88,998 181,156 110,141 (278,026) the period/year

Penghasilan/(kerugian) Other comprehensive


komprehensif lain income/(loss)

Pos-pos yang tidak akan Items that will not be


direklasifikasi ke laba rugi: reclassified to profit or loss:
Remeasurement of -
- Pengukuran kembali employee benefits
liabilitas imbalan kerja 16 (8,610) 10,283 24,470 (13,444) (9,163) obligation
- Pajak penghasilan terkait 11d 2,152 (2,571) (6,118) 3,361 2,291 Related income tax -

Jumlah (kerugian)/penghasilan Total other comprehensive


komprehensif lain, setelah pajak (6,458) 7,712 18,352 (10,083) (6,872) (loss)/income, net of tax

Jumlah penghasilan/(kerugian) Total comprehensive


komprehensif periode/ income/(loss) for
tahun berjalan 147,468 96,710 199,508 100,058 (284,898) the period/year

Laba/(rugi) periode/tahun berjalan Profit/(loss) for the period/


yang diatribusikan kepada: year attributable to:
Pemilik entitas induk 153,909 89,098 181,256 110,198 (278,024) Owners of the parent
Kepentingan nonpengendali 17 (100) (100) (57) (2) Non-controlling interest

153,926 88,998 181,156 110,141 (278,026)

Jumlah penghasilan/(kerugian) Total comprehensive


komprehensif yang income/(loss)
diatribusikan kepada: attributable to:
Pemilik entitas induk 147,453 96,810 199,607 100,116 (284,895) Owners of the parent
Kepentingan nonpengendali 15 (100) (99) (58) (3) Non-controlling interest

147,468 96,710 199,508 100,058 (284,898)

Laba/(rugi) per saham Earnings/(losses) per share


- dasar dan dilusian - basic and diluted
(jumlah penuh) 25 6,399,543 3,704,698 7,536,632 4,582,037 (11,560,250) (full amount)

Catatan atas laporan keuangan konsolidasian interim terlampir merupakan bagian The accompanying notes form an integral part of these
yang tidak terpisahkan dari laporan keuangan konsolidasian interim. interim consolidated financial statements.

Halaman - 3 - Page

F-87
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/ AND SUBSIDIARY

LAPORAN PERUBAHAN EKUITAS KONSOLIDASIAN INTERIM INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
UNTUK PERIODE ENAM BULAN YANG BERAKHIR FOR THE SIX-MONTH PERIODS ENDED
30 JUNI 2019, 2018 30 JUNE 2019, 2018
DAN UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, kecuali dinyatakan lain) (Expressed in millions of Rupiah unless otherwise stated)
Diatribusikan kepada pemilik entitas induk/Attributable to owners of the parent
Selisih kurs Ekuitas
atas modal merging
Modal saham/ disetor/Foreign Tambahan entities/ Saldo laba/Retained earnings Kepentingan
Share capital exchange modal disetor/ Merging Belum nonpengendali/
Catatan/ Seri A/ Seri B/ difference on Additional entities Dicadangkan/ dicadangkan/ Jumlah/ Non-controlling Jumlah ekuitas/
Note Series A Series B paid-in capital paid-in capital equity Appropriated Unappropriated Total interest Total equity

Saldo 1 Januari 2018 27,466 305,060 11,503 (8,849) - 5,700 2,257,033 2,597,913 283 2,598,196 Balance as at 1 January 2018

Laba periode berjalan - - - - - - 89,098 89,098 (100) 88,998 Profit for the period

Pengukuran kembali liabilitas Remeasurement of employee


imbalan kerja, setelah pajak - - - - - - 7,712 7,712 - 7,712 benefits obligation, net of tax

Saldo 30 Juni 2018 27,466 305,060 11,503 (8,849) - 5,700 2,353,843 2,694,723 183 2,694,906 Balance as at 30 June 2018

Saldo 1 Januari 2019 27,466 305,060 11,503 (8,849) - 5,700 2,456,640 2,797,520 184 2,797,704 Balance as at 1 January 2019

Laba periode berjalan - - - - - - 153,909 153,909 17 153,926 Profit for the period

Pengukuran kembali liabilitas Remeasurement of employee

F-88
imbalan kerja, setelah pajak - - - - - - (6,456) (6,456) (2) (6,458) benefits obligation, net of tax

Saldo 30 Juni 2019 27,466 305,060 11,503 (8,849) - 5,700 2,604,093 2,944,973 199 2,945,172 Balance as at 30 June 2019

Saldo 1 Januari 2016 27,466 305,060 11,503 - 34,132 5,700 2,434,657 2,818,518 344 2,818,862 Balance as at 1 January 2016

Rugi tahun berjalan - - - - (134) - (277,890) (278,024) (2) (278,026) Loss for the year

Pengukuran kembali liabilitas Remeasurement of employee


imbalan kerja, setelah pajak - - - - - - (6,871) (6,871) (1) (6,872) benefits obligation, net of tax

Saldo 31 Desember 2016 27,466 305,060 11,503 - 33,998 5,700 2,149,896 2,533,623 341 2,533,964 Balance as at 31 December 2016

Difference in value arising from


Selisih nilai transaksi restrukturisasi restructuring transaction of
entitas sepengendali 5 - - - (8,849) (26,977) - - (35,826) - (35,826) entities under common control

Laba tahun berjalan - - - - (6,921) - 117,119 110,198 (57) 110,141 Profit for the year

Pengukuran kembali liabilitas Remeasurement of employee


imbalan kerja, setelah pajak - - - - (100) - (9,982) (10,082) (1) (10,083) benefits obligation, net of tax

Saldo 31 Desember 2017 27,466 305,060 11,503 (8,849) - 5,700 2,257,033 2,597,913 283 2,598,196 Balance as at 31 December 2017

Laba tahun berjalan - - - - - - 181,256 181,256 (100) 181,156 Profit for the year

Pengukuran kembali liabilitas Remeasurement of employee


imbalan kerja, setelah pajak - - - - - - 18,351 18,351 1 18,352 benefits obligation, net of tax

Saldo 31 Desember 2018 27,466 305,060 11,503 (8,849) - 5,700 2,456,640 2,797,520 184 2,797,704 Balance as at 31 December 2018

Catatan atas laporan keuangan konsolidasian interim terlampir merupakan bagian yang tidak terpisahkan The accompanying notes form an integral part of these interim consolidated financial statements.
dari laporan keuangan konsolidasian interim.

Halaman - 4 - Page
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/ AND SUBSIDIARY

LAPORAN ARUS KAS INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM STATEMENTS OF CASH FLOWS
UNTUK PERIODE ENAM BULAN YANG BERAKHIR FOR THE SIX-MONTH PERIODS ENDED
30 JUNI 2019, 2018 30 JUNE 2019, 2018
DAN UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

31 Desember/ 31 Desember/ 31 Desember/


Catatan/ 30 Juni/June 30 Juni/June December December December
Notes 2019 2018 2018 2017 2016

Cash flows from operating


Arus kas dari aktivitas operasi: activities:
Penerimaan dari pelanggan 4,945,944 4,838,204 9,612,182 8,691,967 8,978,602 Receipt from customers
Pembayaran kepada pemasok dan Payment to suppliers and
pihak lain (4,347,288) (4,131,020) (8,614,717) (7,463,135) (8,177,358) other parties
Pembayaran kepada karyawan (203,533) (191,476) (376,823) (364,833) (341,415) Payment to employees
Penerimaan dari aktivitas operasi Receipts from other
lainnya 15,167 57,225 68,753 34,937 1,866 operating activities
Pembayaran untuk aktivitas Payments for other
operasi lainnya (8,740) (10,917) (22,632) (52,871) (18,180) operating activities

Cash generated from


Kas yang dihasilkan dari operasi 401,550 562,016 666,763 846,065 443,515 operations

Payment of corporate
Pembayaran pajak penghasilan badan (71,346) (59,973) (112,245) (39,853) (85,775) income tax
Receipt/(payment) related
Penerimaan/(pembayaran) to tax assessment
dari hasil surat ketetapan pajak 2,486 142,381 121,445 34,937 (28,932) letters
Penerimaan penghasilan keuangan 12,784 13,648 27,241 21,699 11,623 Receipt of finance income
Pembayaran biaya keuangan (25,042) (25,426) (51,233) (71,006) (78,323) Payment of finance cost

Arus kas bersih Net cash flows


yang diperoleh provided from
dari aktivitas operasi 320,432 632,646 651,971 791,842 262,108 operating activities

Cash flows from investing


Arus kas dari aktivitas investasi: activities:
Pembelian aset tetap (40,740) (11,845) (135,750) (44,209) (84,971) Purchase of fixed assets
Hasil dari penjualan Proceed from sale of
aset tetap 12 45 630 713 182 3,115 fixed assets
Akuisisi entitas anak 5 - - - (35,826) - Acquisition of subsidiary

Arus kas bersih yang digunakan Net cash flows used in


untuk aktivitas investasi (40,695) (11,215) (135,037) (79,853) (81,856) investing activities

Cash flows from


Arus kas dari aktivitas pendanaan: financing activities:
Penerimaan pinjaman bank 31b 91,711 61,277 216,492 55,515 613,408 Proceed from bank loans
Pembayaran pinjaman bank 31b (100,077) (362,441) (489,140) (483,941) (65,577) Payment of bank loans
Payment of
Pembayaran pinjaman pihak berelasi 31b (18,742) (19,975) (219,412) (35,468) (283,324) intercompany loans

Arus kas bersih yang Net cash flows (used in)/


(digunakan untuk)/diperoleh provided from
dari aktivitas pendanaan (27,108) (321,139) (492,060) (463,894) 264,507 financing activities

Net increase in
Kenaikan bersih cash and cash
kas dan setara kas 252,629 300,292 24,874 248,095 444,759 equivalents

Cash and cash


equivalents at the
Kas dan setara kas pada beginning of the
awal periode/tahun 6 1,140,083 1,110,939 1,110,939 862,760 418,225 period/year

Dampak selisih Foreign exchange


kurs terhadap difference on cash
kas dan setara kas (408) 869 4,270 84 (224) and cash equivalents

Cash and cash


Kas dan setara kas pada equivalents at the
akhir periode/tahun 6 1,392,304 1,412,100 1,140,083 1,110,939 862,760 end of the period/year

Catatan atas laporan keuangan konsolidasian interim terlampir merupakan bagian The accompanying notes form an integral part of these
yang tidak terpisahkan dari laporan keuangan konsolidasian interim. interim consolidated financial statements.

Lampiran - 5 - Schedule

F-89
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

1. INFORMASI UMUM 1. GENERAL INFORMATION

a. Pendirian dan informasi lainnya a. Establishment and other information

PT Uni-Charm Indonesia ("Perusahaan") PT Uni-


didirikan berdasarkan Akta Notaris No. 37 established based on Notarial Deed No. 37
tanggal 5 Juni 1997 oleh Linda Herawati S.H. dated 5 June 1997 of Linda Herawati S.H. The
Akta Pendirian Perusahaan telah mendapat
pengesahan dari Menteri Kehakiman Republik approved by the Minister of Justice of the
Indonesia dalam Surat Keputusan Republic of Indonesia in its Decision Letter
No. C2-9632.HT.01.01.TH.97 tanggal No. C2-9632.HT.01.01.TH.97 dated
18 September 1997 dan telah diumumkan 18 September 1997 and published in the State
dalam Berita Negara Republik Indonesia No. 56 Gazette No. 56 dated 14 July 1998,
tanggal 14 Juli 1998, Tambahan No. 3838. Supplement No. 3838.

Anggaran Dasar Perusahaan telah mengalami


beberapa kali perubahan. Perubahan terakhir been amended several times. The latest
adalah seperti yang diungkapkan pada Catatan amendment is as disclosed in Note 32.
32.

Perusahaan mulai beroperasi secara komersial The Company commenced its commercial
pada Februari 1998. Perusahaan bergerak operation in February 1998. The Company is
dalam bidang industri pembalut kesehatan, engaged in the sanitary napkin industry,
termasuk memproduksi pembalut kesehatan, including the manufacturing of sanitary napkin,
pembalut wanita untuk dipakai malam hari, night wing, panty liners and baby diapers; and
pelapis celana dan popok bayi; dan selling these products.
memasarkan hasil produksi tersebut.

Kantor dan fasilitas manufaktur utama


Perusahaan berlokasi di Kawasan Industri KIIC, manufacturing facilities are located at Kawasan
Karawang, Jawa Barat, Indonesia. Perusahaan Industri KIIC, Karawang, West Java, Indonesia.
juga memiliki fasilitas manufaktur di Taman The Company also has a manufacturing facility
Industri Ngoro, Mojokerto, Jawa Timur, at Ngoro Industrial Park, Mojokerto, East Java,
Indonesia dan kantor yang beralamat di Indonesia and an office located at Sinarmas
Sinarmas MSIG Tower, lantai 42, Jalan Jendral MSIG Tower, 42nd floor, Jalan Jendral
Sudirman Kav. 21, Jakarta, Indonesia. Sudirman Kav. 21, Jakarta, Indonesia.

Perusahaan dan Entitas Anak (selanjutnya The Company and its S


operates under Unicharm Group. The ultimate
usaha Unicharm. Entitas induk utama Grup parent of the Group is Unicharm Corporation,
adalah Unicharm Corporation, berdomisili di domiciled in Japan.
Jepang.

Lampiran - 6 - Schedule

F-90
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

1. INFORMASI UMUM (lanjutan) 1. GENERAL INFORMATION (continued)

b. Struktur entitas anak b. Subsidiary structure

Perusahaan mengkonsolidasi entitas anak The Company consolidated the following


berikut: subsidiary:
Tahun mulai
beroperasi Jumlah aset sebelum eliminasi/
Persentase komersial/ Total assets before elimination
kepemilikan/ Commencement 30 Juni/
Entitas Anak/ Domisili/ Kegiatan usaha/ Percentage of commercial June 31 Desember/December
Subsidiary Domicile Business activity of ownership operations 2019 2018 2017 2016

PT Unicharm Mojokerto, Manufaktur non-woven 99% 2015 443,801 475,968 502,858 569,023
Nonwoven Jawa Timur/ dan kertas tisu/
Indonesia Mojokerto, Manufacture of non-
East Java woven and tissue paper

c. Dewan Komisaris, Direksi dan Karyawan c. Board of Commisioners, Board of Directors


and Employees

Susunan anggota Dewan Komisaris dan Direksi The members of the C


Perusahaan pada tanggal 30 Juni 2019, Commissioners and Board of Directors as at
31 Desember 2018, 2017 dan 2016 adalah 30 June 2019, 31 December 2018, 2017 and
sebagai berikut: 2016 are as follows:
30 Juni/June 31 Desember/December
2019 2018 2017 2016

Dewan Komisaris Board of Commisioners


Komisaris Utama : Tadashi Nakai Tadashi Nakai Tadashi Nakai Tadashi Nakai : President Commissioner
Komisaris : Tetsuo Ukai Tetsuo Ukai Tetsuo Ukai Tetsuo Ukai : Comissioners
Ichiro Ozawa Ichiro Ozawa Ichiro Ozawa Ichiro Ozawa
Hendra Jaya Kosasih Hendra Jaya Kosasih Hendra Jaya Kosasih Hendra Jaya Kosasih

Direksi Board of Directors


Direktur Utama : Yuji Ishii Yuji Ishii Yuji Ishii Masaaki Takahashi : President Director
Direktur : Junichiro Onishi Junichiro Onishi Junichiro Onishi Yoshihiro Miyabayashi : Directors
Kenichi Endo Kenichi Endo Kenichi Endo Takuya Matsumoto
Kurniawan Yuwono Kurniawan Yuwono Kurniawan Yuwono Kurniawan Yuwono

Pada tanggal 30 Juni 2019, Perusahaan dan As at 30 June 2019, the Company and its
Entitas Anak memiliki 1.756 orang karyawan Subsidiary had 1,756 permanent employees
tetap (31 Desember 2018: 1.743 orang; (31 December 2018: 1,743 employees;
31 Desember 2017: 1.794 orang; 31 Desember 31 December 2017: 1,794 employees;
2016: 1.803 orang) - tidak diaudit. 31 December 2016: 1,803 employees) -
unaudited.

Lihat Catatan 32 untuk perubahan Dewan Refer to Note 32 for the changes of Board of
Komisaris dan Direksi, serta pembentukan Commissioners and Directors, and
Komite Audit yang terjadi setelah tanggal establishment of Audit Committee which
pelaporan. occurred after the reporting date.

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES

Laporan keuangan konsolidasian interim Grup The interim consolidated financial statements of the
disusun oleh manajemen dan telah diotorisasi untuk Group were prepared by management and
diterbitkan oleh Direksi pada tanggal 1 November authorised for issuance by the Board of Directors on
2019. 1 November 2019.

Lampiran - 7 - Schedule

F-91
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

Laporan keuangan konsolidasian interim ini juga These interim consolidated financial statements are
ditujukan untuk keperluan rencana aksi korporasi s
Perusahaan yang sampai dengan tanggal corporate action plan which up to the date of the
penyelesaian laporan keuangan konsolidasian completion of these interim consolidated financial
interim ini masih dalam proses persiapan. Oleh statements is still in the preparation process.
karena itu, Grup menyajikan laporan keuangan Accordingly, the Group presents its interim
konsolidasian interim yang terdiri dari posisi consolidated financial statements which consists of
keuangan pada tanggal 30 Juni 2019, 31 Desember financial position as at 30 June 2019, 31 December
2018, 2017, dan 2016, serta kinerja keuangan untuk 2018, 2017 and 2016, and their financial
periode enam bulan yang berakhir pada 30 Juni performance for the six-month periods ended 30
2019, 2018 serta untuk tahun-tahun yang berakhir June 2019, 2018 and for the years ended 31
pada 31 Desember 2018, 2017 dan 2016. December 2018, 2017 and 2016.

Berikut ini adalah kebijakan akuntansi yang Presented below are the significant accounting
signifikan yang diterapkan secara konsisten dalam policies adopted consistently in preparing the interim
penyusunan laporan keuangan konsolidasian consolidated financial statements.
interim.

a. Dasar penyusunan laporan keuangan a. Basis of preparation of the interim


konsolidasian interim consolidated financial statements

Laporan keuangan konsolidasian interim Grup The interim consolidated financial statements of
disusun berdasarkan Standar Akuntansi the Group have been prepared in accordance
Keuangan di Indonesia dan Keputusan Ketua with Indonesian Financial Accounting
Bapepam-LK No. KEP-347/BL/2012, tertanggal Standards and the Decree of the Chairman of
25 Juni 2012 tentang Penyajian dan Bapepam-LK No. KEP-347/BL/2012, dated 25
Pengungkapan Laporan Keuangan Emiten atau June 2012 regarding the Presentation and
Perusahaan Publik. Disclosure of Financial Statements of Issuers or
Public Companies.

Laporan keuangan konsolidasian interim The interim consolidated financial statements


disusun berdasarkan konsep harga perolehan, have been prepared under the historical cost
kecuali untuk derivatif seperti yang diungkapkan convention, except for derivative as disclosed in
pada Catatan 2d; serta menggunakan dasar Note 2d; and using the accrual basis, except for
akrual, kecuali untuk laporan arus kas the interim consolidated statement of cash
konsolidasian interim. flows.

Laporan arus kas konsolidasian interim disusun The interim consolidated statement of cash
dengan menggunakan metode langsung flows is prepared based on the direct method
dengan mengelompokkan arus kas dalam by classifying cash flows on the basis of
aktivitas operasi, investasi dan pendanaan. operating, investing and financing activities.

Penyusunan laporan keuangan konsolidasian The preparation of interim consolidated


interim sesuai dengan Standar Akuntansi financial statements in conformity with
Keuangan di Indonesia mengharuskan Indonesian Financial Accounting Standards
penggunaan estimasi akuntansi dan asumsi requires the use of certain accounting
tertentu. Manajemen juga diharuskan untuk estimates and assumptions. It also requires
membuat pertimbangan dalam proses management to exercise its judgment in the
penerapan kebijakan akuntansi Grup. Area process of applyin
yang memerlukan tingkat pertimbangan yang policies. The areas involving a higher degree of
lebih tinggi atau lebih kompleks, atau area judgment or complexity, or areas where
dimana asumsi dan estimasi dapat berdampak assumptions and estimates are significant to
signifikan terhadap laporan keuangan the interim consolidated financial statements
konsolidasian interim diungkapkan di Catatan 4. are disclosed in Note 4.

Lampiran - 8 - Schedule

F-92
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

a. Dasar penyusunan laporan keuangan a. Basis of preparation of the interim


konsolidasian interim (lanjutan) consolidated financial statements
(continued)

Perubahan pada Pernyataan Standar Changes to the Statements of Financial

Interpretasi Standar Akuntansi Keuangan Interpretations of Financial Accounting

2019 in 2019

Penerapan dari amandemen standar dan The adoption of below amended standards and
intrepretasi berikut, yang relevan terhadap Grup interpretations, which are relevant to the Group
dan berlaku efektif mulai 1 Januari 2019, tidak and were effective on 1 January 2019, did not
menimbulkan perubahan substansial terhadap
kebijakan akuntansi Grup dan tidak accounting policies and had no material effect
menimbulkan dampak signifikan atas jumlah on the amounts reported for the current or prior
yang dilaporkan atas tahun berjalan atau tahun- financial years:
tahun sebelumnya:

- -
- PSAK 26 - PSAK 26 (Annual improvement 2018)

- - PSAK 46 (Annual improvement 2018)

- - ISAK 33 "Foreign currency transactions and


advance consideration"
- -

Perubahan pada PSAK dan ISAK yang akan Changes to the PSAK and ISAK which will
berlaku efektif pada tahun 2020 be effective in 2020

Standar baru dan amandemen dan interpretasi New standards and amendments and
yang telah diterbitkan, namun belum berlaku interpretations issued, but not yet effective for
efektif untuk tahun buku yang dimulai pada the financial year beginning 1 January 2019 are
1 Januari 2019 adalah sebagai berikut: as follows:

Efektif pada 1 Januari 2020: Effective on 1 January 2020:


- Amandemen laporan - Amendment to

- -
perubahan estimasi akuntansi, dan
kesalahan tentang definisi material
- -
- - PSAK 72

- -
- Instrumen keuangan: - Financial
fitur percepatan pelunasan dengan instruments: prepayment features with

Lampiran - 9 - Schedule

F-93
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)
a. Dasar penyusunan laporan keuangan a. Basis of preparation of the interim
konsolidasian interim (lanjutan) consolidated financial statements
(continued)
Perubahan pada PSAK dan ISAK yang akan Changes to the PSAK and ISAK which will
berlaku efektif pada tahun 2020 (lanjutan) be effective in 2020 (continued)
Penerapan dini atas standar-standar tersebut Early adoption of the above standards is
diperkenankan, kecuali untuk PSAK 73. permitted, except for PSAK 73. Early adoption
Penerapan dini untuk PSAK 73 diperbolehkan for PSAK 73 is permitted only if the Company
hanya jika Perusahaan telah menerapkan applies PSAK 72. The Group does not intend to
PSAK 72. Grup tidak bermaksud untuk adopt these standards before their effective
mengadopsi standar-standar ini sebelum date.
tanggal efektifnya.
Pada tanggal otorisasi laporan keuangan As at the authorisation date of these interim
konsolidasian interim ini, Grup masih consolidated financial statements, the Group is
mengevaluasi dampak penerapan standar- still evaluating the impact of the above relevant
standar yang relevan di atas terhadap laporan standards on the interim consolidated financial
keuangan konsolidasian interim. statements.

b. Prinsip-prinsip konsolidasi b. Principles of consolidation


Laporan keuangan konsolidasian interim terdiri The interim consolidated financial statements
dari laporan keuangan Perusahaan dan Entitas include the financial statements of the Company
Anak. and its Subsidiary.

Entitas anak adalah suatu entitas dimana Grup Subsidiary is an entity over which the Group
memiliki pengendalian. Grup mengendalikan has control. The Group controls an entity when
entitas lain ketika Grup terekspos atau memiliki the Group is exposed or has rights to variable
hak untuk pengembalian yang bervariasi dari returns from its involvement with the entity and
keterlibatannya dengan entitas dan memiliki has the ability to affect those returns through its
kemampuan untuk mempengaruhi power over the entity.
pengembalian tersebut melalui pengendalian
atas entitas tersebut.

Grup menerapkan metode akuisisi untuk The Group applies the acquisition method to
mencatat kombinasi bisnis. Imbalan yang account for business combinations. The
dialihkan untuk akuisisi suatu entitas anak consideration transferred for the acquisition of a
adalah sebesar nilai wajar aset yang dialihkan, subsidiary is the fair value of the assets
liabilitas yang diakui terhadap pemilik pihak transferred, the liabilities incurred to the former
yang diakusisi sebelumnya dan kepentingan owners of the acquiree and the equity interests
ekuitas yang diterbitkan oleh Grup. Imbalan issued by the Group. The consideration
yang dialihkan termasuk nilai wajar aset atau transferred includes the fair value of any asset
liabilitas yang timbul dari kesepakatan imbalan or liability resulting from a contingent
kontinjensi. consideration arrangement.

Perubahan dalam bagian kepemilikan entitas


induk pada entitas anak yang tidak subsidiary that do not result in the loss of
mengakibatkan hilangnya pengendalian dicatat control are accounted for as equity
sebagai transaksi ekuitas. Ketika pengendalian transactions. When control over a previous
atas entitas anak hilang, bagian kepemilikan subsidiary is lost, any remaining interest in the
yang tersisa di entitas tersebut diukur kembali entity is remeasured at fair value and the
pada nilai wajarnya dan keuntungan atau resulting gains or losses is recognised in interim
kerugian yang dihasilkan diakui dalam laporan consolidated profit or loss.
laba rugi konsolidasian interim.

Lampiran - 10 - Schedule

F-94
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

b. Prinsip-prinsip konsolidasi (lanjutan) b. Principles of consolidation (continued)

Dalam kombinasi bisnis selain antar entitas In business combination other than those
sepengendali, bila pengendalian atas suatu between entities under common control, where
entitas diperoleh dalam periode berjalan, hasil control of an entity is obtained during a financial
usaha entitas tersebut dimasukkan dalam laba period, its results of operations are included in
rugi sejak tanggal pengendalian diperoleh. Bila profit or loss from the date on which control
pengendalian berakhir dalam periode berjalan, commences. Where control ceases during a
hasil usaha entitas tersebut dimasukkan ke financial period, its results are included in the
dalam laporan keuangan konsolidasian interim interim consolidated financial statements for the
untuk periode dimana pengendalian masih part of the period during which control existed.
berlangsung.

Dalam kombinasi bisnis antar entitas In business combination between entities under
sepengendali, laporan keuangan entitas yang common control, the financial statements of the
diakuisisi digabungkan berdasarkan nilai acquired entity involved are combined based on
tercatatnya menggunakan metode penyatuan its carrying value using the pooling of interest
kepemilikan, dimana seolah-olah kombinasi method as if the business combination had
bisnis telah terjadi pada permulaan periode been effective since the beginning of the
sajian yang paling awal. Selisih antara jumlah earliest period presented. The difference
yang dibayarkan dengan nilai tercatat aset neto between the value of consideration given up
yang diterima dalam kombinasi bisnis antar and the carrying amount of net assets received
entitas sepengendali dibukukan pada bagian in the business combination between entities
under common control is booked in the equity
-
substansi sepengendalian ke pihak lain yang When the common control relationship ceases
tidak sepengendali, maka saldo tersebut diakui to exist, this balance is recycled as a realised
sebagai laba/rugi yang direalisasi dalam gain/loss in the interim consolidated profit or
laporan laba rugi konsolidasian interim. loss.

Kepentingan nonpengendali merupakan Non-controlling interests represent the


proporsi atas hasil usaha dan aset bersih proportion of the results and net assets of
entitas anak yang tidak diatribusikan pada subsidiary not attributable to the Group. The
Grup. Grup mengakui kepentingan Group recognises any non-controlling interest
nonpengendali pada pihak yang diakuisisi in the acquiree at the non-controlling
sebesar bagian proporsional kepentingan
nonpengendali atas aset bersih pihak yang assets. Non-controlling interests are reported
diakuisisi. Kepentingan nonpengendali disajikan as equity in the interim consolidated statements
di ekuitas dalam laporan posisi keuangan of financial position, separate from the equity
konsolidasian interim, terpisah dari ekuitas yang attributable to owners of the parent.
dapat diatribusikan kepada pemilik entitas
induk.

Seluruh transaksi, saldo, keuntungan atau All material intercompany transactions,


kerugian yang belum terealisasi antar entitas balances, unrealised gain or loss on
Grup yang material telah dieliminasi dalam transactions between Group companies have
laporan keuangan konsolidasian interim. been eliminated in the interim consolidated
financial statements.

Kebijakan akuntansi yang digunakan dalam The accounting policies adopted in preparing
penyusunan laporan keuangan konsolidasian the interim consolidated financial statements
interim ini telah diterapkan secara konsisten, have been consistently applied, unless
kecuali jika dinyatakan lain. otherwise stated.

Lampiran - 11 - Schedule

F-95
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

c. Penjabaran mata uang asing c. Foreign currency translation

Mata uang fungsional dan penyajian Functional and presentation currency

Pos-pos dalam laporan keuangan setiap entitas Items included in the financial statements of
di dalam Grup diukur menggunakan mata uang
dari lingkungan ekonomi utama dimana entitas- using the currency of the primary economic

Laporan keuangan konsolidasian interim The interim consolidated financial statements


disajikan dalam Rupiah, yang merupakan mata are presented in Rupiah which is the functional
uang fungsional Perusahaan dan Entitas Anak. currency of the Company and its Subsidiary.

Transaksi dan saldo Transactions and balances

Transaksi dalam mata uang asing dijabarkan ke Foreign currency transactions are translated
dalam Rupiah menggunakan kurs pada tanggal into Rupiah using the exchange rate prevailing
transaksi. Aset dan liabilitas moneter dalam at the date of the transactions. Foreign
mata uang asing dijabarkan ke dalam Rupiah currency monetary assets and liabilities are
menggunakan kurs yang berlaku pada akhir translated to Rupiah using the exchange rate
periode pelaporan. Keuntungan atau kerugian prevailing at the end of the reporting period.
selisih kurs yang timbul dari penyelesaian Foreign exchange gains and losses resulting
transaksi dalam mata uang asing dan dari from the settlement of foreign currency
translasi aset dan liabilitas moneter dalam mata transactions and from the translation of foreign
uang asing diakui dalam laporan laba rugi currency monetary assets and liabilities are
konsolidasian interim. recognised in the interim consolidated profit or
loss.

Pada tanggal 30 Juni 2019, 31 Desember 2018, As at 30 June 2019, 31 December 2018, 2017
2017 dan 2016, kurs utama yang digunakan and 2016, the main exchange rates used by
oleh Grup berdasarkan kurs tengah Bank the Group which are based on the middle
Indonesia adalah sebagai berikut (dalam rates published by Bank Indonesia are as
Rupiah penuh): follows (in full Rupiah):
30 Juni/June 31 Desember/December
2019 2018 2017 2016

1 14,141 14,481 13,548 13,436 1


1 131 131 120 115 1

d. Instrumen keuangan d. Financial instruments

Instrumen keuangan adalah setiap kontrak A financial instrument is any contract that gives
yang menimbulkan aset keuangan pada satu rise to financial assets of one entity and a
entitas dan liabilitas keuangan atau instrumen financial liability or equity instruments of
ekuitas pada entitas lain. another entity.

Aset keuangan Financial assets

Grup memiliki aset keuangan yang The Group had financial assets classified as
diklasifikasikan sebagai pinjaman yang loans and receivables, which consist of cash in
diberikan dan piutang, yang terdiri dari kas banks, time deposits, trade receivables, other
pada bank, deposito berjangka, piutang usaha, receivables, and refundable deposits; and
piutang lain-lain dan uang jaminan; serta aset financial assets at fair value through profit or
keuangan diukur pada nilai wajar melalui laba loss, which consist of derivative receivables.
rugi, yang terdiri dari piutang derivatif.

Lampiran - 12 - Schedule

F-96
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

d. Instrumen keuangan (lanjutan) d. Financial instruments (continued)

Aset keuangan (lanjutan) Financial assets (continued)

Pinjaman yang diberikan dan piutang adalah Loans and receivables are non-derivative
aset keuangan non-derivatif dengan financial assets with fixed or determinable
pembayaran tetap atau dapat ditentukan yang payments that are not quoted in an active
tidak mempunyai kuotasi harga pada pasar market. They are included in current assets,
aktif. Pinjaman yang diberikan dan piutang except for maturities greater than 12 months
dimasukkan sebagai aset lancar, kecuali jika after the end of reporting period. Loans and
jatuh temponya melebihi 12 bulan setelah akhir receivables are initially recognised at fair value
periode pelaporan. Pinjaman yang diberikan plus transaction costs and subsequently
dan piutang pada awalnya diakui pada nilai measured at amortised cost using the effective
wajarnya ditambah biaya transaksi dan interest method.
selanjutnya diukur pada biaya perolehan
diamortisasi dengan menggunakan metode
suku bunga efektif.

Aset keuangan diukur pada nilai wajar melalui Financial assets at fair value through profit or
laba rugi adalah aset keuangan yang dimiliki loss are financial assets held for trading.
untuk diperdagangkan. Aset keuangan Financial assets are classified in this category if
diklasifikasikan ke dalam kategori ini jika acquired principally for the purpose of selling in
perolehannya terutama untuk dijual dalam the short term. Derivatives are also categorised
jangka pendek. Derivatif juga dikategorikan as held for trading unless they are designated
sebagai dimiliki untuk diperdagangkan kecuali as hedges. Assets in this category are
jika ditetapkan sebagai lindung nilai. Aset pada classified as current assets if they are expected
kategori ini diklasifikasikan sebagai aset lancar to be settled within 12 months; otherwise, they
jika diharapkan dapat diselesaikan dalam waktu are classified as non-current assets. Gains or
12 bulan; jika tidak, aset tersebut losses arising from the changes in the fair value
diklasifikasikan sebagai aset tidak lancar. of this financial assets are presented in the
Keuntungan atau kerugian yang timbul dari interim consolidated profit or loss as part of
perubahan nilai wajar aset keuangan ini foreign exchange gain/loss in the period in
disajikan di laporan laba rugi konsolidasian which they arise.
interim sebagai bagian dari
keuntungan/kerugian selisih kurs pada periode
terjadinya.

Penghentian pengakuan aset keuangan Financial assets are derecognised when the
dilakukan ketika hak kontraktual atas arus kas contractual rights to receive cash flows from
yang berasal dari aset keuangan tersebut the assets have ceased to exist or have been
berakhir, atau ketika aset keuangan tersebut transferred and the Group has transferred
telah dipindahkan dan Grup secara substansial substantially all risk and rewards of ownership.
telah memindahkan seluruh risiko dan manfaat
atas kepemilikan aset tersebut.

Liabilitas keuangan Financial liabilities

Grup memiliki liabilitas keuangan yang diukur The Group had financial liabilities measured at
dengan biaya perolehan diamortisasi, yang amortised cost, which consist of trade
terdiri dari utang usaha, utang lain-lain, akrual payables, other payables, accruals and
dan provisi, pinjaman bank dan pinjaman pihak provisions, bank loans, and long-term
berelasi jangka panjang; serta liabilitas intercompany loans; and financial liabilities at
keuangan diukur pada nilai wajar melalui laba fair value through profit or loss, which consist of
rugi, yang terdiri dari utang derivatif. derivative payables.

Lampiran - 13 - Schedule

F-97
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

d. Instrumen keuangan (lanjutan) d. Financial instruments (continued)

Liabilitas keuangan (lanjutan) Financial liabilities (continued)

Setelah pengakuan awal yang diukur pada nilai After initial recognition which is at fair value
wajar ditambah biaya transaksi, Grup mengukur plus transaction costs, the Group measured all
seluruh liabilitas keuangan pada biaya financial liabilities at amortised cost using the
perolehan diamortisasi dengan menggunakan effective interest method.
metode suku bunga efektif.

Derivatif pada awalnya diakui sebesar nilai Derivatives are initially recognised at fair value
wajar pada tanggal kontrak derivatif disepakati on the date a derivative contract is entered into
dan selanjutnya diukur kembali sebesar nilai and are subsequently remeasured at their fair
wajarnya pada setiap tanggal pelaporan. values at each reporting period.

Liabilitas keuangan dihentikan pengakuannya Financial liabilities are derecognised when


pada saat dilunasi. extinguished.

Saling hapus instrumen keuangan Offsetting financial instruments

Aset keuangan dan liabilitas keuangan Financial assets and liabilities are offset and
disalinghapuskan dan jumlah netonya the net amount is reported in the interim
dilaporkan pada laporan posisi keuangan consolidated statements of financial position
konsolidasian interim ketika terdapat hak yang when there is a legally enforceable right to
berkekuatan hukum untuk melakukan saling offset the recognised amounts and there is an
hapus atas jumlah yang telah diakui tersebut intention to settle on a net basis, or realise the
dan adanya niat untuk menyelesaikan secara asset and settle the liability simultaneously. The
neto, atau untuk merealisasikan aset dan legally enforceable right must not be contingent
menyelesaikan liabilitas secara bersamaan. on future events and must be enforceable in
Hak yang berkekuatan hukum tersebut tidak the normal course of business and in the event
boleh tergantung pada peristiwa di masa yang of default, insolvency or bankruptcy of the
akan datang dan harus dapat dilaksanakan Group or the counter parties.
dalam situasi bisnis yang normal dan dalam
keadaan lalai, gagal bayar atau kebangkrutan
Grup atau pihak lawan.

Penurunan nilai aset keuangan Impairment of financial assets

Pada setiap tanggal akhir periode pelaporan, At the end of each reporting period, the Group
Grup menilai apakah terdapat bukti objektif assesses whether there is objective evidence
bahwa aset keuangan atau kelompok aset that a financial asset or group of financial
keuangan telah mengalami penurunan nilai. assets is impaired. A financial asset or group of
Aset keuangan atau kelompok aset keuangan financial assets is impaired and impairment
diturunkan nilainya dan kerugian penurunan losses are incurred only if there is objective
nilai terjadi hanya jika terdapat bukti objektif evidence of impairment as a result of one or
bahwa penurunan nilai akibat satu atau lebih more events that occurred after the initial
peristiwa yang terjadi setelah pengakuan awal
stiwa (atau that loss event (or events) has an impact on the
peristiwa-peristiwa) kerugian tersebut memiliki estimated future cash flows of the financial
dampak pada estimasi arus kas masa depan asset or group of financial assets that can be
atas aset keuangan atau kelompok aset reliably estimated.
keuangan yang dapat diestimasi secara andal.

Lampiran - 14 - Schedule

F-98
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

e. Kas dan setara kas e. Cash and cash equivalents

Kas dan setara kas mencakup kas, kas pada Cash and cash equivalents include cash on
bank dan deposito on call pada bank dengan hand, cash in banks and deposits held at call
jatuh tempo tiga bulan atau kurang setelah with banks with original maturities of three
penempatannya, yang tidak dijadikan sebagai months or less since its placement, which are
jaminan atau dibatasi penggunaannya. not pledged as collateral nor restricted for use.

f. Piutang usaha f. Trade receivables

Piutang usaha merupakan jumlah yang terutang Trade receivables are amounts due from
dari pelanggan atas penjualan barang customers for goods sold in the ordinary course
dagangan dalam kegiatan usaha normal. Jika of business. If collection is expected in one
piutang diperkirakan dapat ditagih dalam waktu year or less (or in the normal operating cycle of
satu tahun atau kurang (atau dalam siklus the business if longer), they are classified as
operasi normal jika lebih panjang), piutang current assets. If not, they are presented as
diklasifikasikan sebagai aset lancar. Jika tidak, non-current assets.
piutang disajikan sebagai aset tidak lancar.

Piutang usaha pada awalnya diakui sebesar Trade receivables are recognised initially at fair
nilai wajar dan selanjutnya diukur pada biaya value and subsequently measured at amortised
perolehan diamortisasi dengan menggunakan cost using the effective interest method, except
metode suku bunga efektif, kecuali apabila efek if the effect of discounting would be immaterial,
diskonto tidak material, dikurangi provisi atas less any provision for impairment.
penurunan nilai.

Manajemen menetapkan provisi atas Management establishes provision for


penurunan nilai piutang ketika terdapat bukti impairment of receivables when there is
objektif bahwa saldo piutang mungkin tidak objective evidence that the outstanding
tertagih. Piutang ragu-ragu dihapusbukukan amounts may not be collectible. Doubtful
pada periode dimana piutang tersebut tidak accounts are written-off during the period in
dapat tertagih. which they are determined to be not collectible.

g. Persediaan g. Inventories

Persediaan dinyatakan sebesar nilai yang lebih Inventories are stated at the lower of cost and
rendah antara harga perolehan dan nilai net realisable value. Cost is determined using
realisasi bersih. Harga perolehan ditentukan weighted-average method. The cost of finished
dengan menggunakan metode rata-rata goods and work in progress comprises
tertimbang. Harga perolehan barang jadi dan materials, direct labour, and an appropriate
pekerjaan dalam proses terdiri dari bahan baku, proportion of directly attributable fixed and
tenaga kerja langsung, dan proporsi yang variable overheads (based on normal operating
sesuai dari biaya overhead tetap dan variabel capacity). Net realisable value is the estimated
yang dapat diatribusikan secara langsung selling price in the ordinary course of business,
(berdasarkan kapasitas normal operasi). Nilai less estimated cost of completion, sales
realisasi bersih adalah estimasi harga jual promotion expenses and selling expenses.
dalam kegiatan usaha biasa, dikurangi estimasi
biaya penyelesaian, biaya promosi penjualan
dan beban penjualan.

Provisi penurunan nilai persediaan ditentukan A provision for impairment of inventories is


berdasarkan estimasi penggunaan atau determined on the basis of estimated future
penjualan di masa datang atas masing-masing usage or sale of individual inventory items.
persediaan.

Lampiran - 15 - Schedule

F-99
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

h. Aset dimiliki untuk dijual h. Assets held for sale

Aset tidak lancar diklasifikasikan sebagai dimiliki Non-current assets are classified as held for
untuk dijual ketika nilai tercatatnya akan sale when their carrying amount is to be
dipulihkan terutama melalui transaksi penjualan recovered principally through a sale transaction
daripada melalui pemakaian berlanjut dan rather than through continuing use and a sale is
penjualannya sangat mungkin terjadi. Aset ini considered highly probable. They are stated at
dicatat pada nilai yang lebih rendah antara the lower of carrying amount and fair value less
jumlah tercatat dan nilai wajar setelah dikurangi costs to sell.
biaya untuk menjual.

Kerugian penurunan nilai diakui atas penurunan An impairment loss is recognised for any initial
nilai awal aset atau selanjutnya ke nilai wajar or subsequent write down of the assets to fair
dikurangi dengan biaya untuk menjual aset. value less costs to sell. A gain is recognised for
Keuntungan diakui atas peningkatan nilai wajar any subsequent increases in fair value less
dikurangi biaya untuk menjual aset tetapi tidak costs to sell of an asset, but not in excess of
boleh melebihi akumulasi rugi penurunan nilai any cumulative impairment loss previously
yang telah diakui sebelumnya. recognised.

Aset tidak lancar tidak boleh disusutkan atau Non-current assets are not depreciated or
diamortisasi selama diklasifikasikan sebagai amortised while they are classified as assets
aset dimiliki untuk dijual. held for sale.

i. Aset tetap i. Fixed assets

Grup menerapkan metode biaya, dimana aset The Group adopts cost model, in which fixed
tetap diakui sebesar harga perolehan dikurangi assets are stated at cost less accumulated
dengan akumulasi penyusutan dan penurunan depreciation and impairment, if any. Fixed
nilai, jika ada. Aset tetap, kecuali hak atas assets, except land rights and construction in
tanah dan aset dalam pembangunan, progress, are depreciated using the straight-
disusutkan berdasarkan metode garis lurus line method to allocate the cost of each assets
untuk mengalokasikan harga perolehan ke nilai to its residual value over its estimated useful
residunya selama estimasi masa manfaat lives as follows:
sebagai berikut:

Tahun/Years

Bangunan 10 - 20 Buildings
Mesin dan peralatan 4 - 12 Machineries and equipments
Peralatan pabrik 4-8 Factory equipments
Peralatan kantor 4-8 Office equipments
Kendaraan bermotor 4-8 Motor vehicles

Biaya legal awal untuk mendapatkan hak legal Initial legal costs incurred to obtain legal rights
atas tanah diakui sebagai bagian biaya akuisisi of land are recognised as part of the acquisition
hak atas tanah, dan biaya-biaya tersebut tidak cost of the land rights, and these costs are not
disusutkan. Biaya terkait dengan perpanjangan depreciated. Costs related to renewal of land
hak atas tanah diakui sebagai aset takberwujud rights are recognised as intangible asset and
dan diamortisasi sepanjang umur hak atas amortised during the period of the land rights.
tanah.

Lampiran - 16 - Schedule

F-100
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

i. Aset tetap (lanjutan) i. Fixed assets (continued)

Akumulasi biaya konstruksi bangunan dan The accumulated costs of the construction of
buildings and the installation of machineries are
dalam Pembangunan tersebut in Progress".
direklasifikasi ke akun aset tetap pada saat These costs are reclassified to fixed assets
proses konstruksi dan/atau instalasi selesai. account when the construction and/or
Penyusutan dimulai pada saat aset tersebut installation is complete. Depreciation is
siap untuk digunakan sesuai dengan tujuan charged from the date the assets are ready for
yang diharapkan oleh manajemen. use in the manner intended by management.

Biaya-biaya setelah perolehan awal diakui


sebagai bagian dari nilai tercatat aset atau carrying amount or recognised as a separate
sebagai aset yang terpisah, sebagaimana asset, as appropriate, only when it is probable
mestinya, hanya jika besar kemungkinan Grup that future economic benefits associated with
akan mendapatkan manfaat ekonomis di masa the item will flow to the Group and the cost of
depan berkenaan dengan aset tersebut dan the item can be measured reliably. The
biaya perolehan aset tersebut dapat diukur carrying amount of the replaced part is
dengan andal. Nilai tercatat komponen yang derecognised. All other repair and maintenance
diganti dihapuskan. Biaya perbaikan dan costs are charged to the interim consolidated
pemeliharaan lainnya dibebankan ke dalam profit or loss during the period in which they are
laporan laba rugi konsolidasian interim pada incurred.
periode dimana biaya-biaya tersebut terjadi.

Metode penyusutan, nilai residu dan umur The assets depreciation method, residual value
manfaat aset ditelaah dan disesuaikan bila and useful lives are reviewed, and adjusted if
perlu, pada setiap akhir periode pelaporan. appropriate, at the end of each reporting
period.

Ketika aset tetap tidak digunakan lagi atau When fixed assets are retired or otherwise
dijual, maka nilai tercatat dan akumulasi disposed of, their carrying values and the
penyusutannya dikeluarkan dari laporan related accumulated depreciation are
keuangan konsolidasian interim, dan eliminated from the interim consolidated
keuntungan atau kerugian yang terjadi diakui financial statements and the resulting gain or
dalam laporan laba rugi konsolidasian interim. loss on the disposal of fixed assets is
recognised in the interim consolidated profit or
loss.

Aset tetap diuji atas penurunan nilai bilamana Fixed assets are reviewed for impairment
terdapat kejadian atau perubahan keadaan whenever events or changes in circumstances
yang mengindikasikan bahwa nilai tercatat aset indicate that the carrying amount may not be
tersebut tidak dapat dipulihkan. Kerugian atas recoverable. An impairment loss is recognised
penurunan nilai diakui di laba rugi jika nilai in the profit or loss for the amount by which the
tercatat aset melebihi jumlah terpulihkan, yaitu
jumlah yang lebih tinggi antara nilai wajar aset recoverable amount, which is the higher of an
dikurangi biaya untuk menjual dan nilai pakai to sell and value in
aset. Dalam menentukan penurunan nilai, aset use. For the purposes of assessing impairment,
dikelompokkan pada tingkat yang paling rendah assets are grouped at the lowest levels for
dimana terdapat arus kas yang dapat which there are separately identifiable cash

yang mengalami penurunan nilai diuji setiap suffer impairment are reviewed for possible
tanggal pelaporan untuk menentukan apakah reversal of the impairment at each reporting
terdapat kemungkinan pemulihan penurunan date.
nilai.

Lampiran - 17 - Schedule

F-101
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

j. Utang usaha j. Trade payables

Utang usaha adalah kewajiban membayar Trade payables are obligations to pay for
barang atau jasa yang telah diterima dalam goods or services that have been acquired in
kegiatan usaha normal dari pemasok. Utang the ordinary course of business from suppliers.
usaha diklasifikasikan sebagai liabilitas jangka Trade payables are classified as current
pendek jika pembayarannya jatuh tempo dalam liabilities if payment is due within one year or
waktu satu tahun atau kurang (atau dalam less (or in the normal operating cycle of the
siklus operasi normal, jika lebih lama). Jika business if longer). If not, they are presented
tidak, utang tersebut disajikan sebagai liabilitas as non-current liabilities.
jangka panjang.

Utang usaha pada awalnya diakui sebesar nilai Trade payables are recognised initially at fair
wajar dan selanjutnya diukur pada biaya value and subsequently measured at amortised
perolehan diamortisasi dengan menggunakan cost using the effective interest method, except
metode suku bunga efektif, kecuali efek if the effect of discounting would be immaterial.
diskontonya tidak material.

k. Pinjaman k. Borrowings

Pada saat pengakuan awal, pinjaman diakui Borrowings are recognised initially at fair value,
sebesar nilai wajar, dikurangi dengan biaya- net of transaction costs incurred. Borrowings
biaya transaksi yang terjadi. Selanjutnya, are subsequently carried at amortised cost; any
pinjaman diukur sebesar biaya perolehan difference between the proceeds (net of
diamortisasi; selisih antara penerimaan transaction costs) and the redemption value is
(dikurangi biaya transaksi) dan nilai pelunasan recognised in the interim consolidated profit or
dicatat pada laporan laba rugi konsolidasian loss over the period of the borrowings using the
interim selama periode pinjaman dengan effective interest method.
menggunakan metode suku bunga efektif.

Pinjaman diklasifikasikan sebagai liabilitas Borrowings are classified under current


jangka pendek kecuali Grup memiliki hak tanpa liabilities unless the Group has an
syarat untuk menunda pembayaran liabilitas unconditional right to defer the settlement of
selama paling tidak 12 bulan setelah tanggal the liability for at least 12 months after the
pelaporan. reporting date.

l. Provisi l. Provisions

Provisi diakui apabila Grup mempunyai Provisions are recognised when the Group has
kewajiban kini (baik bersifat kontraktual maupun present obligation (contractual as well as
konstruktif) sebagai akibat peristiwa masa lalu constructive) as a result of past events and it is
dan besar kemungkinan penyelesaian probable than not that an outflow of resources
kewajiban tersebut mengakibatkan arus keluar embodying economic benefits will be required
sumber daya dan kewajiban tersebut dapat to settle the obligation and a reliable estimate
diestimasi dengan andal. of the amount of the obligation can be made.

Provisi diukur sebesar nilai kini dari estimasi Provisions are measured at the present value
terbaik manajemen atas pengeluaran yang
diperlukan untuk menyelesaikan kewajiban kini expenditure required to settle the present
pada akhir periode pelaporan. obligation at the end of the reporting period.

Lampiran - 18 - Schedule

F-102
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

m. Imbalan kerja m. Employee benefits

Imbalan kerja jangka pendek Short-term employee benefits

Imbalan kerja jangka pendek diakui pada saat Short-term employee benefits are recognised
terutang pada karyawan. when they accrue to employees.

Pensiun dan imbalan pascakerja lain Pension and other post-employment


benefits

Sesuai dengan Undang-Undang Ketenaga- In accordance with Labor Law No. 13/2003

diwajibkan untuk menyediakan jumlah imbalan a minimum amount of pension benefits as


pensiun minimum sebagaimana yang diatur di stipulated in Labor Law, which represents an
dalam UU TK, dimana bentuknya merupakan underlying defined benefit plan.
program pensiun imbalan pasti.

Program imbalan pasti adalah program pensiun A defined benefit plan is a pension plan that
yang menetapkan jumlah imbalan pensiun yang defines an amount of pension benefit that an
akan diterima seorang karyawan pada saat employee will receive on retirement, usually
pensiun, biasanya tergantung oleh satu faktor dependent on one or more factors such as
atau lebih, misalnya usia, masa bekerja dan age, years of service and compensation.
kompensasi.

Liabilitas sehubungan dengan program imbalan The liability recognised in the interim
pasti diakui pada laporan posisi keuangan consolidated statement of financial position in
konsolidasian interim sebesar nilai kini liabilitas respect of the defined benefit plan is the
imbalan pasti pada tanggal pelaporan, dikurangi present value of the defined benefit obligation
nilai wajar aset program, jika ada. Liabilitas at the reporting date, less the fair value of plan
imbalan pasti dihitung setiap tahun oleh aktuaris assets, if any. The defined benefits obligation
independen dengan menggunakan metode is calculated annually by an independent
projected unit credit. actuary using the projected unit credit method.

Nilai kini liabilitas imbalan pasti ditentukan The present value of the defined benefit
dengan mendiskontokan arus kas keluar yang obligation is determined by discounting the
diestimasi dengan menggunakan tingkat imbal estimated future cash outflows using the yield
hasil obligasi pemerintah jangka panjang pada at the reporting date of long-term government
tanggal pelaporan dalam mata uang Rupiah, bonds that are denominated in Rupiah, in
sama dengan mata uang dimana imbalan which the benefits will be paid and that have
tersebut akan dibayarkan dan memiliki waktu terms to maturity similar to the related pension
jatuh tempo mendekati jangka waktu kewajiban obligation.
pensiun.
Pengukuran kembali yang timbul dari Remeasurements arising from experience
penyesuaian pengalaman dan perubahan dalam adjustments and changes in actuarial
asumsi-asumsi aktuarial langsung diakui assumptions are directly recognised to other
seluruhnya melalui penghasilan komprehensif comprehensive income. Accumulated
lainnya. Akumulasi pengukuran kembali remeasurements are reported in retained
dilaporkan di saldo laba. earnings.

Lampiran - 19 - Schedule

F-103
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

m. Imbalan kerja (lanjutan) m. Employee benefits (continued)

Pensiun dan imbalan pascakerja lain Pension and other post-employment


(lanjutan) benefits (continued)

Biaya jasa lalu yang terjadi akibat perubahan Past service cost arising from amendment or
atau kurtailmen program pensiun diakui segera curtailment of pension plan are recognised
dalam laporan laba rugi konsolidasian interim immediately in the interim consolidated profit
pada saat terjadinya. or loss when incurred.

Grup memberikan imbalan pascakerja lainnya, The Group also provides other post-
seperti uang pisah, uang pesangon, uang employment benefits, such as separation pay,
penggantian hak dan uang penghargaan. severance pay, compensation of rights pay
Imbalan ini dihitung dengan menggunakan and service pay. These benefits are accounted
metode yang sama dengan metode yang for using the same method as for the defined
digunakan dalam perhitungan program pensiun benefit pension plan.
imbalan pasti.

n. Pengakuan pendapatan dan biaya n. Revenue and expenses recognition

Pendapatan diukur pada nilai wajar imbalan Revenue is measured at the fair value of the
yang diterima atau akan diterima dari penjualan consideration received or receivable for the
barang dalam kegiatan usaha normal Grup, sale of goods in the ordinary course of the
disajikan neto setelah dikurangi Pajak activities, net of value added tax,
Pertambahan Nilai, retur, rabat, insentif, dan returns, rebates, incentives, and other directly
biaya promosi penjualan lain yang dapat attributable sales promotion expenses.
diatribusikan secara langsung.

Grup mengakui pendapatan ketika jumlah The Group recognises revenue when the
pendapatan dapat diukur dengan andal, besar amount of revenue can be reliably measured, it
kemungkinan manfaat ekonomi masa depan is probable that future economic benefits will
akan mengalir ke Grup, dan ketika risiko dan flow to the Group, and when the risks and
manfaat signifikan atas kepemilikan barang rewards have been transferred to customer.
telah ditransfer ke pelanggan.

Beban diakui pada saat terjadinya dengan Expenses are recognised when incurred on an
menggunakan dasar akrual. accrual basis.

o. Perpajakan o. Taxation

Beban pajak penghasilan terdiri dari pajak kini The income tax expenses comprises current
dan pajak tangguhan. Beban pajak penghasilan and deferred income tax. Income tax expenses
diakui dalam laporan laba rugi konsolidasian are recognised in interim consolidated profit or
interim, kecuali jika pajak tersebut terkait loss, except to the extent that it relates to items
dengan transaksi yang diakui di penghasilan recognised in other comprehensive income or
komprehensif lain atau langsung diakui ke directly in equity. In this case, the tax is also
ekuitas. Dalam hal ini, pajak tersebut masing- recognised in other comprehensive income or
masing diakui dalam penghasilan komprehensif directly in equity, trade payables.
lain atau ekuitas.

Lampiran - 20 - Schedule

F-104
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

o. Perpajakan (lanjutan) o. Taxation (continued)

Pajak penghasilan kini dihitung dengan The current income tax is calculated using tax
menggunakan tarif pajak dan Undang-Undang rates and tax laws that have been enacted at
perpajakan yang berlaku pada tanggal the reporting date. Current tax assets and
pelaporan. Aset dan liabilitas pajak kini diukur liabilities are measured at the amount
sebesar nilai yang diharapkan dapat terpulihkan expected to be recovered or paid.
atau akan dibayar.

Pajak penghasilan tangguhan ditentukan Deferred income tax is determined using the
dengan menggunakan metode balance sheet balance sheet liability method, and provided for
liability, untuk akumulasi rugi pajak dan untuk tax losses carried forward and for all temporary
semua perbedaan temporer antara dasar differences arising between the tax bases of
pengenaan pajak atas aset dan liabilitas dengan assets and liabilities and their carrying
nilai tercatatnya di laporan keuangan masing- amounts in the financial statements for each
masing entitas dalam Grup. entity in the Group.

Pajak penghasilan tangguhan ditentukan Deferred income tax is determined using tax
dengan menggunakan tarif pajak yang berlaku rates that have been enacted or substantially
atau secara substansi telah diberlakukan pada enacted as at the reporting date and is
tanggal pelaporan dan diharapkan berlaku pada expected to be applied when the related
saat aset pajak tangguhan direalisasi atau deferred tax asset is realised or the deferred
liabilitas pajak tangguhan diselesaikan. tax liability is settled.

Aset pajak tangguhan diakui apabila besar Deferred tax assets are recognised to the
kemungkinan jumlah penghasilan kena pajak di extent that it is probable that future taxable
masa mendatang akan memadai untuk profit will be available against which the
dikompensasi dengan perbedaan temporer deductible temporary differences and tax
yang dapat dikurangkan dan rugi pajak yang losses carried forward can be utilised.
masih dapat dimanfaatkan.

p. Laba per saham p. Earnings per share

Laba per saham dasar dihitung dengan Basic earnings per share are calculated by
membagi laba yang dapat diatribusikan kepada dividing the profit attributable to the owners of
pemilik entitas induk dengan jumlah rata-rata the parent by the weighted average number of
tertimbang saham biasa yang beredar pada ordinary shares outstanding during the year.
tahun berjalan.

Laba per saham dilusian dihitung dengan Diluted earnings per share is calculated by
menyesuaikan jumlah rata-rata tertimbang adjusting the weighted average number of
saham biasa yang beredar dengan dampak dari ordinary shares outstanding to assume effect
seluruh instrumen berpotensi saham biasa yang from conversion of all instruments with
bersifat dilutif. potentially dilutive ordinary shares.

Pada tanggal 30 Juni 2019, 31 Desember 2018, As at 30 June 2019, 31 December 2018, 2017
2017 dan 2016, tidak ada instrumen yang and 2016, there were no existing instruments
berpotensi menjadi saham biasa. Oleh karena which could result in the issuance of further
itu, laba per saham dilusian sama dengan laba ordinary shares. Therefore, diluted earnings
per saham dasar. per share is equivalent to basic earnings per
share.

Lampiran - 21 - Schedule

F-105
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

2. KEBIJAKAN AKUNTANSI YANG SIGNIFIKAN 2. SIGNIFICANT ACCOUNTING POLICIES


(lanjutan) (continued)

q. Pelaporan segmen q. Segment reporting

Segmen operasi dilaporkan dengan cara yang Operating segments are reported in a manner
konsisten dengan pelaporan internal yang consistent with the internal reporting provided
diberikan kepada pengambil keputusan operasi to the chief operating decision-maker. The
utama. Pengambil keputusan operasi utama chief operating decision-maker is responsible
bertanggung jawab mengalokasikan sumber for allocating resources, assessing
daya, menilai kinerja segmen operasi, dan performance of the operating segments, and
membuat keputusan strategis. making strategic decisions.

r. Transaksi dengan pihak-pihak berelasi r. Transaction with related parties

Grup melakukan transaksi dengan pihak-pihak The Group enters into transactions with related
berelasi sebagaimana didefinisikan dalam parties as defined in PSAK
-
Seluruh transaksi dan saldo yang material balances with related parties are disclosed in
dengan pihak-pihak berelasi diungkapkan the notes to the interim consolidated financial
dalam catatan atas laporan keuangan statements.
konsolidasian interim.

3. MANAJEMEN RISIKO KEUANGAN 3. FINANCIAL RISK MANAGEMENT

Faktor-faktor risiko keuangan Financial risk factors

Dalam aktivitasnya, Grup terekspos pada berbagai a variety of


risiko keuangan, termasuk risiko nilai tukar mata financial risks, including foreign exchange risk,
uang asing, risiko tingkat suku bunga, risiko kredit interest rate risk, credit risk and liquidity risk. The
dan risiko likuiditas. Program manajemen risiko cial risk management program
keuangan Grup secara keseluruhan didesain untuk is designed to minimise potential adverse effects
meminimalisir dampak yang berpotensi merugikan
kinerja keuangan Grup. Manajemen risiko keuangan management is carried out by the Board of
dilakukan oleh Direksi. Directors.

Risiko nilai tukar mata uang asing Foreign exchange risk

Grup terekspos risiko nilai tukar mata uang asing The Group is exposed to foreign exchange risk
terutama berasal dari pembelian bahan baku dan mainly arising from purchase of materials and
pinjaman dalam mata uang USD dan JPY. Untuk borrowings denominated in USD and JPY. To
meminimalisir eksposur nilai tukar mata uang asing, manage its foreign currency exposures, the Group
Grup mengatur eksposur dalam tingkat yang dapat maintains the exposures at an acceptable level by
diterima dengan membeli mata uang asing yang buying foreign currencies that will be needed to
dibutuhkan untuk menghindari eksposur dari avoid exposures from short-term fluctuation, and
fluktuasi jangka pendek, dan menjaga saldo kas maintain sufficient cash in foreign currencies to
dalam mata uang asing yang cukup untuk cover its maturing obligations. When considered
menyelesaikan kewajiban yang akan jatuh tempo. necessary, the Group entered into derivatives
Ketika dianggap diperlukan, Grup melakukan transactions in the form of foreign currency forward
transaksi derivatif dalam bentuk kontrak valuta asing contract to hedge its future cash flow requirements,
berjangka untuk melindungnilai kebutuhan arus kas particularly related to purchase of imported
pada masa mendatang, terutama yang terkait materials.
dengan pembelian bahan baku impor.

Lampiran - 22 - Schedule

F-106
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

3. MANAJEMEN RISIKO KEUANGAN (lanjutan) 3. FINANCIAL RISK MANAGEMENT (continued)

Faktor-faktor risiko keuangan (lanjutan) Financial risk factors (continued)

Risiko nilai tukar mata uang asing (lanjutan) Foreign exchange risk (continued)

Pada tanggal 30 Juni 2019, Grup memiliki posisi As at 30 June 2019, the Group has net monetary
liabilitas moneter bersih. Jika Rupiah liabilities position. If Rupiah had
melemah/menguat sebesar 10% terhadap USD dan weakened/strengthened by 10% against USD and
JPY, dengan variabel lain dianggap konstan, laba JPY, with all other variables held constant, profit
setelah pajak akan turun/naik sebesar after tax would be Rp 147.5 billion lower/higher
Rp 147,5 miliar (31 Desember 2018 dan 2017: laba (31 December 2018 and 2017: profit after tax would
setelah pajak akan turun/naik masing-masing be Rp 155.9 billion and Rp 153.9 billion
sebesar Rp 155,9 miliar dan Rp 153,9 miliar; 31 lower/higher, respectively; 31 December 2016: loss
Desember 2016: rugi setelah pajak akan naik/turun after tax would be Rp 158.3 billion higher/lower).
sebesar Rp 158,3 miliar). Dampak terhadap ekuitas The impact on equity would have been the same as
akan sama dengan dampak pada laba/rugi setelah the impact on profit/loss after tax for each
pajak untuk masing-masing periode/tahun. period/year.

Risiko tingkat suku bunga Interest rate risk

Grup terekspos risiko tingkat suku bunga arus kas The Group is exposed to cash flows interest rate
yang timbul dari pinjaman dengan suku bunga risk arising from borrowings with floating interest
mengambang, yang terdiri dari pinjaman bank rate, which consist of short-term bank loans and
jangka pendek dan pinjaman pihak berelasi jangka long-term intercompany loans.
panjang.

Pada tanggal 30 Juni 2019, apabila tingkat suku As at 30 June 2019, if interest rates on the above
bunga pada pinjaman-pinjaman di atas naik/turun borrowings had been 100 basis points higher/lower
sebesar 100 basis poin dengan variabel lain with all other variables held constant, profit after tax
dianggap konstan, laba setelah pajak akan would be Rp 8.4 billion lower/higher
turun/naik sebesar Rp 8,4 miliar (31 Desember 2018 (31 December 2018 and 2017: profit after tax would
dan 2017: masing-masing laba setelah pajak akan be Rp 18.3 billion and Rp 27.7 billion lower/higher,
turun/naik sebesar Rp 18,3 miliar dan Rp 27,7 respectively; 2016: loss after tax would be Rp 28.8
miliar; 31 Desember 2016: rugi setelah pajak akan billion higher/lower). The impact on equity would
naik/turun sebesar Rp 28,8 miliar). Dampak have been the same with the impact on profit/loss
terhadap ekuitas akan sama dengan dampak pada after tax for each period/year.
laba/rugi setelah pajak untuk masing-masing
periode/tahun.

Risiko kredit Credit risk

Grup terekspos risiko kredit terutama berasal dari The Group is exposed to credit risk primarily from
kas dan deposito berjangka di bank dan kredit yang cash and time deposit in banks and credit given to
diberikan pada pelanggan. customers.

Terkait kas dan deposito berjangka di bank, Grup For cash and time deposits in banks, the Group has
memiliki kebijakan untuk meminimalisir risiko kredit policy to minimise credit risk by placing its large
dengan menempatkan sebagian besar kas dan portion of cash and deposits at reputable banks with
deposito pada bank dengan reputasi dan riwayat good credit ratings.
kredit yang baik.

Terkait dengan kredit yang diberikan kepada In respect to credit given to customers, the Group
pelanggan, Grup memiliki kebijakan untuk has policies in place to ensure that sales are made
memastikan penjualan dilakukan pada pelanggan to customers with an acceptable credit history. In
yang memiliki sejarah kredit yang baik. Grup juga addition, the Group performs regular credit reviews
melakukan peninjauan secara berkala atas kredit of its existing customers and uses credit limits to
pelanggan dan menerapkan limit kredit untuk regulate credit risks.
menjaga risiko kredit.
Lampiran - 23 - Schedule

F-107
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

3. MANAJEMEN RISIKO KEUANGAN (lanjutan) 3. FINANCIAL RISK MANAGEMENT (continued)

Faktor-faktor risiko keuangan (lanjutan) Financial risk factors (continued)

Risiko likuiditas Liquidity risk

Risiko likuiditas muncul dalam situasi dimana Grup Liquidity risk arises in situation where the Group has
mengalami kesulitan dalam memperoleh difficulties in obtaining funding. Prudent liquidity risk
pendanaan. Manajemen risiko likuiditas yang baik management implies maintaining sufficient fund to
termasuk menjaga dana yang cukup untuk meet the operating capital requirement. The Group
memenuhi kebutuhan modal operasi. Grup manages liquidity risk by continuously monitoring
mengelola risiko likuiditas melalui tinjauan berkala forecast and actual cash flows and matching the
atas perkiraan arus kas di masa depan dan arus kas maturity profiles of financial assets and liabilities.
aktual serta mencocokkan profil jatuh tempo aset The Group aims to maintain flexibility through
dan liabilitas keuangan. Grup menjaga fleksibilitas having adequate cash funds and short-term
dengan memiliki dana kas dan penempatan jangka placements, and maintaining the availability of
pendek yang cukup, serta menjaga ketersediaan funding in the form of adequate credit lines.
pembiayaan dalam bentuk fasilitas kredit yang
memadai.

Tabel di bawah ini merangkum liabilitas keuangan


Grup pada tanggal pelaporan dan arus kas yang liabilities at the reporting date and the undiscounted
tidak didiskontokan yang dibutuhkan untuk cash flows required to settle those financial liabilities
menyelesaikan liabilitas-liabilitas keuangan tersebut based on the contractual maturity date (including
berdasarkan tanggal jatuh tempo kontraktual estimated interest payments).
(termasuk estimasi pembayaran bunga).

30 Juni/June 2019
Kurang dari Antara 1 Antara 3 Lebih dari
1 tahun/ dan 2 tahun/ dan 5 tahun/ 5 tahun/
Less than Between 1 Between 3 More than Jumlah/
1 year and 2 years and 5 years 5 years Total

30 Juni 2019 30 June 2019


Utang usaha 845,159 - - - 845,159 Trade payables
Utang lain-lain 55,242 - - - 55,242 Other payables
Akrual dan provisi 1,121,105 - - - 1,121,105 Accruals and provisions
Instrumen keuangan derivatif- Gross settled derivative-
kontrak valuta asing foreign currency
berjangka: forward contracts:
- Arus kas masuk (292,000) - - - (292,000) Cash inflows -
- Arus kas keluar 293,383 - - - 293,383 Cash outflows -
Pinjaman bank 249,153 - - - 249,153 Bank loans
Pinjaman pihak berelasi 67,230 70,041 1,825,492 - 1,962,763 Intercompany loans

Jumlah 2,339,272 70,041 1,825,492 - 4,234,805 Total

31 Desember/December 2018
Kurang dari Antara 1 Antara 3 Lebih dari
1 tahun/ dan 2 tahun/ dan 5 tahun/ 5 tahun/
Less than Between 1 Between 3 More than Jumlah/
1 year and 2 years and 5 years 5 years Total

31 Desember 2018 31 December 2018


Utang usaha 931,676 - - - 931,676 Trade payables
Utang lain-lain 107,577 - - - 107,577 Other payables
Akrual dan provisi 1,016,736 - - - 1,016,736 Accruals and provisions
Instrumen keuangan derivatif- Gross settled derivative-
kontrak valuta asing foreign currency
berjangka: forward contracts:
- Arus kas masuk (100,877) - - - (100,877) Cash inflows -
- Arus kas keluar 102,019 - - - 102,019 Cash outflows -
Pinjaman bank 260,117 - - - 260,117 Bank loans
Pinjaman pihak berelasi 68,135 68,235 1,875,990 - 2,012,360 Intercompany loans

Jumlah 2,385,383 68,235 1,875,990 - 4,329,608 Total

Lampiran - 24 - Schedule

F-108
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

3. MANAJEMEN RISIKO KEUANGAN (lanjutan) 3. FINANCIAL RISK MANAGEMENT (continued)

Faktor-faktor risiko keuangan (lanjutan) Financial risk factors (continued)

Risiko likuiditas (lanjutan) Liquidity risk (continued)


31 Desember/December 2017
Kurang dari Antara 1 Antara 3 Lebih dari
1 tahun/ dan 2 tahun/ dan 5 tahun/ 5 tahun/
Less than Between 1 Between 3 More than Jumlah/
1 year and 2 years and 5 years 5 years Total

31 Desember 2017 31 December 2017


Utang usaha 788,897 - - - 788,897 Trade payables
Utang lain-lain 106,507 - - - 106,507 Other payables
Akrual dan provisi 903,504 - - - 903,504 Accruals and provisions
Instrumen keuangan derivatif- Gross settled derivative-
kontrak valuta asing foreign currency
berjangka: forward contracts:
- Arus kas masuk (108,384) - - - (108,384) Cash inflows -
- Arus kas keluar 108,751 - - - 108,751 Cash outflows -
Pinjaman bank 540,307 - - - 540,307 Bank loans
Pinjaman pihak berelasi 62,417 25,779 1,916,428 83,981 2,088,605 Intercompany loans

Jumlah 2,401,999 25,779 1,916,428 83,981 4,428,187 Total

31 Desember/December 2016
Kurang dari Antara 1 Antara 3 Lebih dari
1 tahun/ dan 2 tahun/ dan 5 tahun/ 5 tahun/
Less than Between 1 Between 3 More than Jumlah/
1 year and 2 years and 5 years 5 years Total

31 Desember 2016 31 December 2016


Utang usaha 730,145 - - - 730,145 Trade payables
Utang lain-lain 123,582 - - - 123,582 Other payables
Akrual dan provisi 823,917 - - - 823,917 Accruals and provisions
Instrumen keuangan derivatif- Gross settled derivative-
kontrak valuta asing foreign currency
berjangka: forward contracts:
- Arus kas masuk (134,360) - - - (134,360) Cash inflows -
- Arus kas keluar 134,645 - - - 134,645 Cash outflows -
Pinjaman bank 978,525 - - - 978,525 Bank loans
Pinjaman pihak berelasi 67,105 30,863 1,839,750 188,349 2,126,067 Intercompany loans

Jumlah 2,723,559 30,863 1,839,750 188,349 4,782,521 Total

Manajemen risiko modal Capital risk management

Tujuan Grup ketika mengelola modal adalah untuk


mempertahankan kelangsungan usahanya guna to safeguard its ability to continue as a going
memberikan imbal hasil pada pemegang saham dan concern in order to provide returns to shareholders
manfaat pada pemangku kepentingan lainnya, serta and benefits for other stakeholders, while maintains
menjaga struktur modal yang optimal untuk an optimal capital structure to reduce the cost of
mengurangi biaya modal. capital.

Untuk mempertahankan atau menyesuaikan struktur In order to maintain or adjust the capital structure,
modal, Grup dapat menyesuaikan jumlah dividen the Group may adjust the amount of dividends paid
yang dibayarkan kepada pemegang saham, to shareholders, issue new shares or sell assets to
menerbitkan saham baru atau menjual aset untuk reduce debts.
mengurangi utang.

Nilai wajar instrumen keuangan Fair value of financial instruments

Aset dan liabilitas keuangan Grup berupa kas pada The Gr


bank, deposito berjangka, piutang usaha, piutang comprises cash in banks, time deposits, trade
lain-lain, utang usaha, utang lain-lain, akrual dan receivables, other receivables, trade payables, other
provisi, dan pinjaman bank dengan jatuh tempo payables, accruals and provisions, and bank loans
kurang dari satu tahun; serta uang jaminan dan with maturities less than one year; and refundable
pinjaman pihak berelasi dengan jatuh tempo lebih deposits and intercompany loans with maturities
dari satu tahun. Nilai wajar dari aset dan liabilitas more than one year. The fair value of these financial
keuangan tersebut mendekati nilai tercatatnya assets and liabilities approximates their carrying
dikarenakan dampak dari diskonto tidak signifikan. values as the effect of discounting is not significant.

Derivatif dicatat pada nilai wajar yang ditentukan Derivatives is recorded at fair value which are
berdasarkan valuasi dari bank pada tanggal determined based on valuation from banks at the
pelaporan (pengukuran hirarki nilai wajar tingkat 2). reporting date (fair value measurement hierarchy
level 2).
Lampiran - 25 - Schedule

F-109
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

4. ESTIMASI DAN PERTIMBANGAN AKUNTANSI 4. SIGNIFICANT ACCOUNTING ESTIMATES AND


YANG SIGNIFIKAN JUDGMENTS

Estimasi dan pertimbangan yang digunakan dalam Estimates and judgments used in preparing the
penyusunan laporan keuangan konsolidasian interim consolidated financial statements are
interim dievaluasi secara berkala berdasarkan continually evaluated and are based on historical
pengalaman historis dan faktor-faktor lainnya, experience and other factors, including expectations
termasuk ekspektasi dari kejadian-kejadian di masa of future events that are believed to be reasonable
depan yang diyakini wajar. Hasil aktual mungkin under the circumstances. Actual results may differ
berbeda dengan jumlah yang diestimasi. Estimasi from these estimates. The estimates and
dan asumsi yang mempunyai pengaruh signifikan assumptions that have a significant effects on the
terhadap jumlah tercatat aset dan liabilitas disajikan carrying amounts of assets and liabilities are
di bawah ini. disclosed below.

Provisi penurunan nilai piutang usaha Provision for impairment of trade receivables

Grup menelaah portofolio piutang usahanya secara The Group reviews its trade receivables portfolio
individual untuk mengevaluasi nilai terpulihkan using individual provisioning to assess recoverability
piutang usaha pada setiap tanggal pelaporan. Grup of trade receivables at each reporting date. The
mempertimbangkan beberapa faktor dalam Group considers several factors to determine
menentukan penurunan nilai piutang usaha, impairment, including receivables aging profile,
termasuk profil umur piutang, kondisi keuangan actual financial condition of debtors, and past default
aktual debitur, dan pengalaman historis piutang tak history. The actual realisable amount of trade
tertagih. Nilai terpulihkan aktual dari piutang usaha receivables can be different from the estimates.
dapat berbeda dengan nilai yang diestimasi.

Provisi penurunan nilai persediaan Provision for impairment of inventories

Grup menetapkan provisi penurunan nilai The Group establishes provision for impairment of
persediaan berdasarkan fakta dan keadaan pada inventories based on available facts and
tiap tanggal pelaporan, termasuk tapi tidak terbatas circumstances at each reporting date, including but
kepada, kondisi fisik persediaan, harga jual pasar, not limited to, the inventories physical conditions,
dan perkiraan biaya yang akan dikeluarkan untuk their market selling prices, and estimated costs to be
penjualan. Ketidakpastian yang terkait dengan incurred to their sales. Uncertainty associated with
faktor-faktor ini dapat mengakibatkan jumlah these factors may results in the realisable amount
realisasi yang berbeda dari nilai tercatat persediaan. being different from the reported carrying amount of
inventories.

Aset tetap Fixed assets

Grup secara berkala menelaah estimasi masa The Group periodically reviews the estimated useful
manfaat aset tetap berdasarkan beberapa faktor, lives of fixed assets based on several factors such
seperti spesifikasi teknis, umur ekonomis, pola as technical specification, economic lives, usage
pemakaian, kebutuhan operasi dan bisnis. Laporan patterns, operation and business needs. The interim
keuangan konsolidasian interim dapat terpengaruh consolidated financial statements could be materially
secara material terhadap perubahan dalam estimasi affected by changes in these estimates.
tersebut.

Lampiran - 26 - Schedule

F-110
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

4. ESTIMASI DAN PERTIMBANGAN AKUNTANSI 4. SIGNIFICANT ACCOUNTING ESTIMATES AND


YANG SIGNIFIKAN (lanjutan) JUDGMENTS (continued)

Akrual promosi penjualan Accrued sales promotion

Dalam kegiatan bisnisnya, Grup memiliki berbagai In its business operation, the Group has many sales
skema promosi penjualan yang diberikan kepada promotion schemes given to its distributors, retailers,
distributor, peritel, serta supermarket lokal dan as well as local supermarkets and traditional market
pelanggan pasar tradisional dalam bentuk insentif, customers in forms of incentive, rebate, discounts
rabat, diskon dan program promosi lainnya. Skema and other promotional programs. These sales
promosi penjualan ini terdiri dari skema tetap dan promotion schemes consist of fixed and variable
variabel. Skema variabel secara umum bergantung schemes. Variable schemes in general depends on
pada penjualan distributor ke peritel atau penjualan either distributors' sales to retailers or retailers' sales
peritel kepada pelanggan akhir. Grup mengestimasi to end customers. The Group estimates the accruals
akrual pada setiap akhir periode dengan at each period end by evaluating several factors,
mengevaluasi beberapa faktor, termasuk anggaran including approved sales promotion budget,
promosi penjualan yang disetujui, estimasi data estimated retailers' sell-in and sell-out data, period
penjualan distributor dan penjualan peritel, periode of promotion, estimated subsequent claims to be
promosi, estimasi klaim yang akan diterima di masa received from the counterparties, and other factors.
depan dari pihak yang bersangkutan, dan faktor Any difference between estimation and actual
lainnya. Perbedaan antara estimasi dan kondisi condition may have a significant impact to the
aktual dapat berdampak signifikan terhadap laporan interim consolidated financial statements.
keuangan konsolidasian interim.

Perpajakan Taxation

Grup beroperasi di bawah peraturan perpajakan di The Group operates under tax regulations in
Indonesia. Dalam mengevaluasi posisi pajak yang Indonesia. In evaluating the tax position taken in its
dilaporkan dalam Sura annual and monthly tax return, management
Tahunan dan SPT Masa, manajemen menerapkan exercise its judgment with respect to situations in
pertimbangannya sehubungan dengan situasi which the applicable tax regulation is subject to
dimana dibutuhkan interpretasi atas peraturan pajak interpretation. The result of tax audit by the Tax
yang berlaku. Hasil pemeriksaan pajak oleh Kantor Office can be different with the tax position taken by
Pajak dapat berbeda dengan posisi pajak yang the Group. Where appropriate, the Group
dilaporkan oleh Grup. Jika diperlukan, Grup establishes provision on the basis of the amounts
menetapkan provisi berdasarkan jumlah yang expected to be paid to the tax authority, and/or
diharapkan akan dibayarkan kepada otoritas pajak, impair the carrying amount of claim for tax refund
dan/atau menurunkan nilai tercatat klaim restitusi based on the amount expected to be recovered.
pajak sesuai dengan jumlah yang diperkirakan akan
diperoleh kembali.

Lampiran - 27 - Schedule

F-111
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

5. KOMBINASI BISNIS ANTAR ENTITAS 5. BUSINESS COMBINATION OF ENTITIES UNDER


SEPENGENDALI COMMON CONTROL

Berdasarkan Akta Notaris No. 126 tanggal Based on Notarial Deed No. 126 dated
18 Desember 2017 dari Hannywati Gunawan, S.H., 18 December 2017 of Hannywati Gunawan, S.H.,
Perusahaan mengakuisisi saham PT Unicharm the Company acquired 99 series A shares and 792
Nonwoven Indonesia sebanyak 99 series B shares of PT Unicharm Nonwoven
saham seri A dan 792 saham seri B, yang mewakili Indonesia , which represent 99%
99% kepemilikan, dari Unicharm Kokko Nonwoven ownership, from Unicharm Kokko Nonwoven Co.
Co. Ltd., yang merupakan entitas anak dari Ltd., a subsidiary of Unicharm Corporation, Japan.
Unicharm Corporation, Jepang. Dengan akuisisi ini, With this acquisition, UCNWI became Subsidiary of
UCNWI menjadi Entitas Anak dari Perusahaan. the Company.

Tabel berikut ini merangkum jumlah yang The following table summarises the consideration
dibayarkan oleh Perusahaan dan jumlah tercatat paid by the Company and the carrying value of
atas aset neto UCNWI:

31 Desember/
December 2017

Jumlah yang dibayar 35,826 Consideration paid


Jumlah tercatat aset neto UCNWI (26,977) Carrying value of UCNWI

Selisih 8,849 Difference

Dikarenakan Perusahaan dan UCNWI adalah As the Company and UCNWI are entities under
entitas sepengendali, maka sesuai dengan PSAK 38 common control, in accordance with PSAK 38
bisnis entitas s elisih combination of entities under common
antara jumlah yang dibayar dengan jumlah tercatat c
aset neto yang diperoleh disajikan di ekuitas and the carrying value of net asset acquired is
sebagai bagian dari Modal Disetor presented in equity as part of Paid-in
Capital

Kombinasi bisnis antar entitas sepengendali dicatat Business combination of entities under common
menggunakan metode penyatuan kepemilikan. control is accounted for using the as-if pooling of
Dengan metode ini, laporan keuangan kedua entitas interest method. In this method, the financial
dikonsolidasi sedemikian rupa seolah-olah akuisisi statements of both entities are consolidated as if the
telah terjadi sejak periode sajian paling awal, acquisition had been effective since the earliest
dimana jumlah tercatat aset neto UCNWI pada period presented in which the net carrying value of
UCN
Merging Entities
keuntungan/(kerugian) yang belum terealisasi atas with the effect of unrealised profit/(loss) on
transaksi dalam Grup. transactions within the Group.

Lampiran - 28 - Schedule

F-112
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

6. KAS DAN SETARA KAS 6. CASH AND CASH EQUIVALENTS


31 Desember/ 31 Desember/ 31 Desember/
30 Juni/ December December December
June 2019 2018 2017 2016

Kas 11 11 10 5 Cash on hand


Kas pada bank 1,392,293 1,140,072 1,110,929 862,755 Cash in banks

1,392,304 1,140,083 1,110,939 862,760

Kas pada bank Cash in banks


30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 December 2018 December 2017 December 2016

Pihak ketiga: Third parties:


Rupiah: Rupiah:
PT Bank CIMB Niaga Tbk 809,545 632,249 600,539 402,666 PT Bank CIMB Niaga Tbk
PT Bank Maybank
Indonesia Tbk 472,771 341,218 447,229 352,947 PT Bank Maybank Indonesia Tbk
PT Bank Mandiri (Persero) Tbk 48,508 90,489 46,434 61,136 PT Bank Mandiri (Persero) Tbk
MUFG Bank, Ltd.,
cabang Jakarta 24,221 4,891 1,885 1,948 MUFG Bank, Ltd., Jakarta branch
PT Bank Danamon
Indonesia Tbk 13,114 100 - - PT Bank Danamon Indonesia Tbk
PT Bank Central Asia Tbk 4,001 7,500 3,720 32,327 PT Bank Central Asia Tbk
PT Bank BTPN Tbk 2,690 220 131 2 PT Bank BTPN Tbk
PT Bank Mizuho Indonesia 223 1,424 1,173 1,709 PT Bank Mizuho Indonesia
PT Bank Negara Indonesia PT Bank Negara Indonesia
(Persero) Tbk 23 52 29 5 (Persero) Tbk

1,375,096 1,078,143 1,101,140 852,740

Mata uang asing: Foreign currencies:


MUFG Bank, Ltd.,
cabang Jakarta 9,075 53,709 2,504 9,521 MUFG Bank, Ltd., Jakarta branch
PT Bank CIMB Niaga Tbk 7,096 7,262 6,787 - PT Bank CIMB Niaga Tbk
PT Bank BTPN Tbk 477 426 - - PT Bank BTPN Tbk
PT Bank Maybank
Indonesia Tbk 440 421 395 392 PT Bank Maybank Indonesia Tbk
PT Bank Mizuho Indonesia 109 111 103 102 PT Bank Mizuho Indonesia

17,197 61,929 9,789 10,015

Jumlah kas pada bank 1,392,293 1,140,072 1,110,929 862,755 Total cash in banks

Suku bunga per tahun atas kas pada bank berkisar Interest rates per annum for cash in banks were
antara 0,01% - 1,00% (31 Desember 2018: 0,05% - ranging between 0.01% - 1.00% (31 December
3,50%; 31 Desember 2017: 0,30% - 1,90%; 31 2018: 0.05% - 3.50%; 31 December 2017: 0.30% -
Desember 2016: 0,20% - 3,50%). 1.90%; 31 December 2016: 0.20% - 3.50%).

Lampiran - 29 - Schedule

F-113
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

7. DEPOSITO BERJANGKA 7. TIME DEPOSITS

Pada tanggal 30 Juni 2019, 31 Desember 2018, As at 30 June 2019, 31 December 2018, 2017 and
2017 dan 2016, Grup memiliki deposito berjangka 2016, the Group has time deposits with maturity
dengan jatuh tempo di atas tiga bulan sejak over three months since its placement as follows:
penempatannya sebagai berikut:
31 Desember/ 31 Desember/ 31 Desember/
30 Juni/ December December December
June 2019 2018 2017 2016

Pihak ketiga: Third parties:


Rupiah: Rupiah:
MUFG Bank, Ltd., MUFG Bank, Ltd.,
cabang Jakarta - - 272 272 Jakarta branch

Mata uang asing: Foreign currencies:


MUFG Bank, Ltd., MUFG Bank, Ltd.,
cabang Jakarta 1,107 1,133 1,060 1,051 Jakarta branch

Jumlah deposito
berjangka 1,107 1,133 1,332 1,323 Total time deposits

Suku bunga per tahun atas deposito berjangka Interest rates per annum for time deposits were
adalah 1.15% (31 Desember 2018: 0,90% - 1,15%; 1.15% (31 December 2018: 0.90% - 1.15%; 31
31 Desember 2017: 0,90% - 1,25%; 31 Desember December 2017: 0.90% - 1.25%; 31 December
2016: 0,25% - 1,25%). 2016: 0.25% - 1.25%).

Deposito berjangka ini dijaminkan untuk transaksi These time deposits are pledged as collateral for
pembelian dari PT Perusahaan Gas Negara purchase transactions from PT Perusahaan Gas
(Persero) Tbk. Negara (Persero) Tbk.

8. PIUTANG USAHA 8. TRADE RECEIVABLES

31 Desember/ 31 Desember/ 31 Desember/


30 Juni/ December December December
June 2019 2018 2017 2016

Pihak berelasi Related parties


(Catatan 26c) (Note 26c)
Rupiah 16,105 - - - Rupiah
Mata uang asing 188,558 215,751 190,704 99,947 Foreign currencies

204,663 215,751 190,704 99,947

Pihak ketiga Third parties


Rupiah 1,663,139 1,653,137 1,485,503 1,517,964 Rupiah
Mata uang asing 29,274 32,228 18,451 20,763 Foreign currencies

1,692,413 1,685,365 1,503,954 1,538,727


Dikurangi: Provisi Less: Provision
penurunan nilai for impairment
piutang usaha (128,300) (111,402) (108,970) (45,400) of trade receivables

1,564,113 1,573,963 1,394,984 1,493,327

Jumlah piutang usaha 1,768,776 1,789,714 1,585,688 1,593,274 Total trade receivables

Lampiran - 30 - Schedule

F-114
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

8. PIUTANG USAHA (lanjutan) 8. TRADE RECEIVABLES (continued)

Analisis umur piutang usaha adalah: The aging analysis of trade receivables is as follows:
31 Desember/ 31 Desember/ 31 Desember/
30 Juni/ December December December
June 2019 2018 2017 2016

Belum jatuh tempo


dan tidak mengalami Neither past due
penurunan nilai 1,475,511 1,593,059 1,473,655 1,456,833 nor impaired
Telah jatuh tempo: Past due:
- Sampai dengan 3 bulan 225,153 150,924 146,311 102,570 Up to 3 months -
- 3 sampai 6 bulan 61,632 30,663 1,582 21,055 3 to 6 months -
- Lebih dari 6 bulan 134,780 126,470 73,110 58,216 Above 6 months -

1,897,076 1,901,116 1,694,658 1,638,674

Pada tanggal 30 Juni 2019, piutang usaha sebesar As at 30 June 2019, trade receivables of
Rp 293,3 miliar (31 Desember 2018: 196,6 miliar; Rp 293.3 billion (31 December 2018: Rp 196.6
31 Desember 2017: Rp 112 miliar; 31 Desember billion; 31 December 2017: Rp 112 billion; 31
2016: Rp 136,4 miliar) telah lewat jatuh tempo December 2016: Rp 136.4 billion) were past due but
namun tidak mengalami penurunan nilai. Piutang not impaired. These related to a number of
tersebut berasal dari sejumlah pelanggan yang tidak independent customers with whom there is no
memiliki sejarah gagal bayar. recent history of default.

Pada tanggal 30 Juni 2019, piutang usaha sebesar As at 30 June 2019 trade receivables of
Rp 128,3 miliar (31 Desember 2018: Rp 111,4 Rp 128,3 billion (31 December 2018: Rp 111.4
miliar; 31 Desember 2017: Rp 108,9 miliar; 31 billion; 31 December 2017: Rp 108.9 billion; 31
Desember 2016: Rp 45,4 miliar) telah mengalami December 2016: Rp 45.4 billion) were impaired. The
penurunan nilai. Piutang yang mengalami individually impaired receivables mainly related to
penurunan nilai merupakan piutang kepada certain third party customers, which are
pelanggan pihak ketiga tertentu, yang secara tidak unexpectedly experiencing difficult financial
terduga mengalami kesulitan keuangan. condition.

Mutasi provisi penurunan nilai piutang usaha adalah Movement of provision for impairment of trade
sebagai berikut: receivables are as follows:

31 Desember/ 31 Desember/ 31 Desember/


30 Juni/ December December December
June 2019 2018 2017 2016

Saldo awal (111,402) (108,970) (45,400) - Beginning balance


Penambahan (16,898) (9,931) (63,570) (45,400) Addition
Pemulihan kembali - 7,499 - - Recovery

Saldo akhir (128,300) (111,402) (108,970) (45,400) Ending balance

Manajemen berkeyakinan bahwa provisi atas Management believes that the provision for
penurunan nilai piutang tersebut cukup untuk impairment of receivables is adequate to cover
menutupi kerugian dari kemungkinan tidak possible loss on uncollectible trade receivables.
tertagihnya piutang usaha.

Pada tanggal 30 Juni 2019, 31 Desember 2018, As at 30 June 2019, 31 December 2018, 2017 and
2017 dan 2016, tidak ada piutang usaha Grup yang 2016 pledged
dijaminkan. as collateral.

Lampiran - 31 - Schedule

F-115
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

9. PERSEDIAAN 9. INVENTORIES
31 Desember/ 31 Desember/ 31 Desember/
30 Juni/ December December December
June 2019 2018 2017 2016

Bahan baku dan barang Raw materials and


setengah jadi 326,189 387,449 240,113 252,371 semi-finished goods
Barang dalam proses 1,181 2,280 6,575 5,781 Work in progress
Barang jadi 325,924 278,384 230,136 249,823 Finished goods
Barang dalam perjalanan 87,967 69,900 42,345 79,319 Goods in transit
Bahan pembantu
dan suku cadang 2,194 2,617 2,388 2,846 Consumables and spareparts

743,455 740,630 521,557 590,140


Dikurangi: Provisi
penurunan nilai Less: Provision for
persediaan (8,044) (16,403) (8,040) (709) impairment of inventories

735,411 724,227 513,517 589,431

Mutasi provisi penurunan nilai persediaan adalah The movement of provision for impairment of
sebagai berikut: inventories are as follows:

31 Desember/ 31 Desember/ 31 Desember/


30 Juni/ December December December
June 2019 2018 2017 2016

Saldo awal 16,403 8,040 709 329 Beginning balance


Penambahan - 11,355 7,331 380 Addition
Pemulihan kembali (8,359) (2,992) - - Recovery

Saldo akhir 8,044 16,403 8,040 709 Ending balance

Manajemen berpendapat bahwa provisi penurunan Management believes that the provision for
nilai persediaan tersebut memadai untuk menutup impairment of inventories is adequate to cover
kemungkinan kerugian karena keusangan dan possible losses on obsolescence and decline in
penurunan nilai persediaan. value of inventories.

Pada tanggal 30 Juni 2019, persediaan Grup As at 30 June 2019


(kecuali barang dalam perjalanan) telah (excluding goods in transit) were insured against all
diasuransikan terhadap semua risiko kerusakan risks of damage to PT Sompo Insurance Indonesia
kepada PT Sompo Insurance Indonesia dengan with total sum insured of Rp 695 billion (31
jumlah pertanggungan sebesar Rp 695 miliar (31 December 2018, 2017, 2016: insured to PT
Desember 2018, 2017, 2016: diasuransikan kepada Asuransi Tokio Marine Indonesia with total sum
PT Asuransi Tokio Marine Indonesia dengan jumlah insured of Rp 1 trillion, Rp 1.6 trillion and Rp 978
pertanggungan sebesar masing-masing Rp 1 triliun, billion, respectively).
Rp 1,6 triliun dan Rp 978 miliar). Manajemen Grup believes that inventories as at 30 June 2019, 31
berpendapat bahwa persediaan pada tanggal 30 December 2018, 2017 and 2016 were adequately
Juni 2019, 31 Desember 2018, 2017 dan 2016 telah insured.
diasuransikan secara memadai.

Pada tanggal 30 Juni 2019, 31 Desember 2018, As at 30 June 2019, 31 December 2018, 2017 and
2017 and 2016, tidak ada persediaan Grup yang 2016
dijaminkan. collateral.

Lampiran - 32 - Schedule

F-116
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

10. BIAYA DIBAYAR DIMUKA 10. PREPAID EXPENSES

31 Desember/ 31 Desember/ 31 Desember/


30 Juni/ December December December
June 2019 2018 2017 2016

Promosi penjualan 98,851 91,446 45,456 61,270 Sales promotion


Sewa 8,225 9,183 6,895 7,818 Rental
Asuransi 6,624 - - - Insurance
Lain-lain (masing-masing Others (each below
dibawah Rp 500 juta) 2,816 2,762 478 1,207 Rp 500 million)

116,516 103,391 52,829 70,295

11. PERPAJAKAN 11. TAXATION

a. Pajak dibayar dimuka a. Prepaid taxes


31 Desember/ 31 Desember/ 31 Desember/
30 Juni/ December December December
June 2019 2018 2017 2016

Pajak penghasilan
badan Corporate income tax
Perusahaan The Company
Lebih bayar: Overpayment:
- Tahun fiskal 2016 65,490 65,490 65,490 65,490 2016 fiscal year -
Surat ketetapan pajak: Tax assessment letters:
- Tahun fiskal 2015 48,838 48,838 218,820 218,820 2015 fiscal year -
- Tahun fiskal 2013 20,967 20,967 - - 2013 fiscal year -

135,295 135,295 284,310 284,310

Entitas Anak Subsidiary


Lebih bayar: Overpayment:
- Tahun fiskal 2019 929 - - - 2019 fiscal year -
- Tahun fiskal 2018 3,031 3,031 - - 2018 fiscal year -
Surat ketetapan pajak: Tax assessment letters:
- Tahun fiskal 2017 - 2,486 2,486 - 2017 fiscal year -
- Tahun fiskal 2016 - - 2,158 2,158 2016 fiscal year -
- Tahun fiskal 2015 - - - 1,397 2015 fiscal year -

3,960 5,517 4,644 3,555

Konsolidasian 139,255 140,812 288,954 287,865 Consolidated

Pajak lainnya Other taxes


Perusahaan The Company
Pajak Pertambahan
Nilai 51,444 84,310 46,292 4,773 Value added tax
Surat ketetapan pajak: Tax assessment letters:
- Tahun fiskal 2015 18,254 21,534 - - 2015 fiscal year -
- Tahun fiskal 2014 18,605 18,605 15,599 15,599 2014 fiscal year -
- Tahun fiskal 2012 8,940 8,940 8,256 - 2012 fiscal year -
- Tahun fiskal 2011 18,300 18,300 18,300 18,300 2011 fiscal year -

115,543 151,689 88,447 38,672

Entitas Anak Subsidiary


Pajak Pertambahan
Nilai 17,302 18,064 17,286 47,847 Value added tax

Konsolidasian 132,845 169,753 105,733 86,519 Consolidated

Lampiran - 33 - Schedule

F-117
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

11. PERPAJAKAN (lanjutan) 11. TAXATION (continued)

b. Utang pajak b. Taxes payable


31 Desember/ 31 Desember/ 31 Desember/
30 Juni/ December December December
June 2019 2018 2017 2016

Pajak penghasilan
badan Corporate income tax
Perusahaan The Company
- Pasal 25 3,584 1,416 - - Article 25 -
- Pasal 29 20,536 30,260 15,922 - Article 29 -
- Surat ketetapan
pajak tahun Tax assessment letter -
fiskal 2013 - - 3,964 - 2013 fiscal year

24,120 31,676 19,886 -

Entitas Anak - - - - Subsidiary

Konsolidasian 24,120 31,676 19,886 - Consolidated

Pajak lainnya Other taxes


Perusahaan The Company
- Pasal 21 1,571 1,437 917 21 Article 21 -
- Pasal 22 127 127 127 128 Article 22 -
- Pasal 23 8,483 5,435 3,003 2,596 Article 23 -
- Pasal 26 2,144 2,055 2,896 6,821 Article 26 -
- Pasal 4 (2) 170 669 1,005 1,973 Article 4 (2) -

12,495 9,723 7,948 11,539

Entitas Anak Subsidiary


- Pasal 21 111 96 120 404 Article 21 -
- Pasal 23 21 26 28 31 Article 23 -
- Pasal 26 - 390 - 134 Article 26 -
- Pasal 4 (2) 15 4 1 - Article 4 (2) -

147 516 149 569

Konsolidasian 12,642 10,239 8,097 12,108 Consolidated

c. Beban/(manfaat) pajak penghasilan c. Income tax expenses/(benefits)


30 Juni/ 30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 June 2018 December 2018 December 2017 December 2016

Perusahaan The Company


Pajak kini 62,860 53,560 100,037 54,575 - Current tax
Pajak tangguhan (5,211) (3,053) (9,720) 28,131 (69,426) Deferred tax
Beban pajak dari
hasil pemeriksaan Tax expenses from
pajak - 16,452 16,452 2,678 5,052 tax audit result

57,649 66,959 106,769 85,384 (64,374)

Entitas Anak Subsidiary


Pajak kini - - - - - Current tax
Pajak tangguhan 3,509 (951) 1,776 2,821 9,661 Deferred tax

3,509 (951) 1,776 2,821 9,661

Konsolidasian Consolidated
Pajak kini 62,860 53,560 100,037 54,575 - Current tax
Pajak tangguhan (1,702) (4,004) (7,944) 30,952 (59,765) Deferred tax
Pajak tangguhan atas
keuntungan yang Deferred tax for
belum terealisasi (78) 8 179 129 (441) unrealised profits
Beban pajak dari hasil Tax expenses from
pemeriksaan pajak - 16,452 16,452 2,678 5,052 tax audit result

61,080 66,016 108,724 88,334 (55,154)

Lampiran - 34 - Schedule

F-118
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

11. PERPAJAKAN (lanjutan) 11. TAXATION (continued)

c. Beban/(manfaat) pajak penghasilan (lanjutan) c. Income tax expenses/(benefits) (continued)

Rekonsiliasi antara beban/(manfaat) pajak The reconciliation between interim consolidated


penghasilan konsolidasian interim dan hasil income tax expenses/(benefits) and the
perhitungan teoritis laba/(rugi) sebelum pajak theoretical tax amount on interim consolidated
penghasilan konsolidasian interim adalah profit/(loss) before income tax is as follows:
sebagai berikut:
30 Juni/ 30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 June 2018 December 2018 December 2017 December 2016

Laba/(rugi) konsolidasian Consolidated profit/


sebelum pajak (loss) before
penghasilan 215,006 155,014 289,880 198,475 (333,180) income tax

Pajak dihitung dengan Tax calculated at


tarif pajak yang berlaku 53,751 38,753 72,470 49,619 (83,295)applicable tax rate
Penghasilan kena Income subject
pajak final (3,197) (3,413) (6,814) (5,424) (2,905) to final tax
Beban yang tidak dapat Non-deductible
dikurangkan 10,526 14,224 26,790 41,461 20,371 expenses
Beban pajak dari hasil Tax expenses from
pemeriksaan pajak - 16,452 16,452 2,678 5,052 tax audit result
Penyesuaian tahun Prior year
sebelumnya - - (174) - - adjustments
Penghapusan aset Deferred tax
pajak tangguhan - - - - 5,623 assets write-off

Beban/(manfaat) pajak Income tax


penghasilan 61,080 66,016 108,724 88,334 (55,154)expenses/(benefits)

Rekonsiliasi antara laba/(rugi) sebelum pajak The reconciliation between profit/(loss) before
Perusahaan dengan penghasilan kena pajak
Perusahaan untuk tahun yang berakhir pada estimated taxable income for the year ended 30
tanggal 30 Juni 2019 dan 2018; 31 Desember June 2019 and 2018; 31 December 2018, 2017
2018, 2017 dan 2016 adalah sebagai berikut: and 2016 is as follows:
30 Juni/ 30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 June 2018 December 2018 December 2017 December 2016

Laba/(rugi) Consolidated profit


konsolidasian sebelum /(loss)before
pajak penghasilan 215,006 155,014 289,880 198,475 (333,180) income tax
Ditambah/(dikurangi): Add/(less):
- (Laba)/rugi sebelum (Gain)/loss before -
pajak penghasilan income tax of
Entitas Anak (5,064) 11,230 8,819 4,193 (10,846) Subsidiary
- Penyesuaian eliminasi Adjustment for -
konsolidasi consolidation
310 (33) (717) (165) 1,762 elimination

210,252 166,211 297,982 202,503 (342,264)

Koreksi fiskal: Fiscal correction:


Temporary -
- Perbedaan temporer 20,846 12,212 38,881 110,780 54,404 differences
- Penghasilan kena Income subject -
pajak final (12,784) (13,648) (27,240) (21,697) (11,625) to final tax
- Beban yang tidak Non-deductible -
dapat dikurangkan 33,128 49,466 90,528 150,012 76,185 expenses

Taxable
Laba/(rugi) kena pajak income/(loss)
Perusahaan 251,442 214,241 400,151 441,598 (223,300) of the Company

Dikurangi: Akumulasi Less: Accumulated


kerugian pajak from tax losses
tahun lalu - - - (223,300) - previous years

Taxable
Laba/(rugi) kena pajak income/(loss) of
Perusahaan, setelah the Company, net
dikurangi akumulasi of accumulated
kerugian pajak 251,442 214,241 400,151 218,298 (223,300) tax losses

Lampiran - 35 - Schedule

F-119
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

11. PERPAJAKAN (lanjutan) 11. TAXATION (continued)

c. Beban/(manfaat) pajak penghasilan (lanjutan) c. Income tax expenses/(benefits) (continued)


30 Juni/ 30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 June 2018 December 2018 December 2017 December 2016

Taxable
Laba/(rugi) kena pajak income/(loss) of
Perusahaan, setelah the Company, net
dikurangi akumulasi of accumulated
kerugian pajak 251,442 214,241 400,151 218,298 (223,300) tax losses

Current income tax


Beban pajak penghasilan expenses of the
kini Perusahaan 62,861 53,560 100,037 54,575 - Company

Dikurangi: Pembayaran Less: Prepayment


pajak dimuka of income taxes
Perusahaan (42,325) (25,278) (69,777) (38,653) (65,490) of theCompany

Underpayment/
(overpayment)
Kurang bayar/(lebih bayar) of corporate
pajak penghasilan income tax
badan Perusahaan 20,536 28,282 30,260 15,922 (65,490) of the Company

Current income
Beban pajak penghasilan tax expenses
kini Entitas Anak - - - - - of Subsidiary

Dikurangi: Pembayaran Less: Prepayment


pajak dimuka of income taxes
Entitas Anak (929) (1,396) (3,031) (2,486) (2,158) of Subsidiary

Lebih bayar pajak Overpayment of


penghasilan badan corporate income
Entitas Anak (929) (1,396) (3,031) (2,486) (2,158) tax of Subsidiary

Dalam laporan keuangan konsolidasian interim In these interim consolidated financial


ini, penghasilan kena pajak didasarkan pada statements, taxable income is based on
perhitungan sementara, karena Perusahaan preliminary calculations, as the Company has
belum menyampaikan Surat Pemberitahuan not yet submitted its annual corporate income
Tahunan (SPT) pajak penghasilan badan. tax returns.

Pada tanggal 30 Juni 2019, 31 Desember 2018, As at 30 June 2019, 31 December 2018, 2017
2017 dan 2016, Grup memiliki akumulasi rugi and 2016, the Group has accumulated unused
pajak yang belum terpakai sebagai berikut: tax losses as follows:

Rugi pajak/Tax losses


Tahun pajak/ Tahun kadaluarsa/ 30 Juni/June 31 Desember/December
Fiscal year Year of expiry 2019 2018 2017 2016

Perusahaan/The Company
2016 2021 - - - 223,300

Entitas Anak/Subsidiary
2015 2020 18,605 36,213 51,739 69,818

18,605 36,213 51,739 293,118

Berdasarkan proyeksi keuangan yang dilakukan


manajemen pada akhir tahun, Grup year end, the Group believes that there will be
berkeyakinan bahwa akan ada penghasilan sufficient future taxable income to utilise the
kena pajak yang memadai di masa depan untuk above tax losses.
memakai akumulasi rugi pajak tersebut.

Lampiran - 36 - Schedule

F-120
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

11. PERPAJAKAN (lanjutan) 11. TAXATION (continued)

d. Aset pajak tangguhan d. Deferred tax assets

Rincian aset pajak tangguhan Grup adalah The details of


sebagai berikut: are as follows:
30 Juni/June 2019
Dikreditkan/
(dibebankan) ke
penghasilan
komprehensif
Dikreditkan/ lainnya/
(dibebankan) ke Credited/(charged)
Saldo awal/ laporan laba rugi/ to other
Beginning Credited/(charged) comprehensive Saldo akhir/
balance to profit or loss income Ending balance

Aset pajak tangguhan Consolidated deferred


konsolidasian tax assets
Persediaan 4,101 (2,090) - 2,011 Inventories
Piutang usaha 27,851 - - 27,851 Trade receivables
Aset tetap 22,252 5,237 - 27,489 Fixed assets
Imbalan kerja 25,964 2,954 2,152 31,070 Employee benefits
Akrual dan provisi 1,430 3 - 1,433 Accruals and provisions
Rugi pajak 9,053 (4,402) - 4,651 Tax losses
Keuntungan yang
belum terealisasi 132 78 - 210 Unrealised profits

Aset pajak tangguhan


konsolidasian, Consolidated deferred
bersih 90,783 1,780 2,152 94,715 tax assets, net

31 Desember/December 2018
Dikreditkan/
(dibebankan) ke
penghasilan
komprehensif
Dikreditkan/ lainnya/
(dibebankan) ke Credited/(charged)
Saldo awal/ laporan laba rugi/ to other
Beginning Credited/(charged) comprehensive Saldo akhir/
balance to profit or loss income Ending balance

Aset pajak tangguhan Consolidated deferred


konsolidasian tax assets
Persediaan 2,010 2,091 - 4,101 Inventories
Piutang usaha 27,243 608 - 27,851 Trade receivables
Aset tetap 18,042 4,210 - 22,252 Fixed assets
Imbalan kerja 27,484 4,598 (6,118) 25,964 Employee benefits
Akrual dan provisi 1,112 318 - 1,430 Accruals and provisions
Rugi pajak 12,934 (3,881) - 9,053 Tax losses
Keuntungan yang
belum terealisasi 311 (179) - 132 Unrealised profits

Aset pajak tangguhan


konsolidasian, Consolidated deferred
bersih 89,136 7,765 (6,118) 90,783 tax assets, net

Lampiran - 37 - Schedule

F-121
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

11. PERPAJAKAN (lanjutan) 10. TAXATION (continued)

d. Aset pajak tangguhan (lanjutan) d. Deferred tax assets (continued)

31 Desember/December 2017
Dikreditkan/
(dibebankan) ke
penghasilan
komprehensif
Dikreditkan/ lainnya/
(dibebankan) ke Credited/(charged)
Saldo awal/ laporan laba rugi/ to other
Beginning Credited/(charged) comprehensive Saldo akhir/
balance to profit or loss income Ending balance

Aset pajak tangguhan Consolidated deferred


konsolidasian tax assets
Persediaan 177 1,833 - 2,010 Inventories
Piutang usaha 11,350 15,893 - 27,243 Trade receivables
Aset tetap 12,759 5,283 - 18,042 Fixed assets
Imbalan kerja 18,724 5,399 3,361 27,484 Employee benefits
Akrual dan provisi 126 986 - 1,112 Accruals and provisions
Rugi pajak 73,280 (60,346) - 12,934 Tax losses
Keuntungan yang
belum terealisasi 440 (129) - 311 Unrealised profits

Aset pajak tangguhan


konsolidasian, Consolidated deferred
bersih 116,856 (31,081) 3,361 89,136 tax assets, net

31 Desember/December 2016
Dikreditkan/
(dibebankan) ke
penghasilan
komprehensif
Dikreditkan/ lainnya/
(dibebankan) ke Credited/(charged)
Saldo awal/ laporan laba rugi/ to other
Beginning Credited/(charged) comprehensive Saldo akhir/
balance to profit or loss income Ending balance

Aset pajak tangguhan Consolidated deferred


konsolidasian tax assets
Persediaan 82 95 - 177 Inventories
Piutang usaha - 11,350 - 11,350 Trade receivables
Aset tetap 12,691 68 - 12,759 Fixed assets
Imbalan kerja 12,511 3,922 2,291 18,724 Employee benefits
Akrual dan provisi 100 26 - 126 Accruals and provisions
Rugi pajak 28,975 44,305 - 73,280 Tax losses
Keuntungan yang
belum terealisasi - 440 - 440 Unrealised profits

Aset pajak tangguhan


konsolidasian, Consolidated deferred
bersih 54,359 60,206 2,291 116,856 tax assets, net

Lampiran - 38 - Schedule

F-122
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

11. PERPAJAKAN (lanjutan) 11. TAXATION (continued)

e. Surat ketetapan pajak e. Tax assessment letters

Perusahaan The Company

Tahun fiskal 2016 - Pajak penghasilan badan 2016 fiscal year Corporate income tax

Pada bulan September 2019, Perusahaan In September 2019, the Company received
menerima surat ketetapan pajak yang tax assessment letter confirming an
menyatakan kurang bayar pajak penghasilan underpayment of corporate income tax
badan sebesar Rp 186,6 miliar, dibandingkan amounting to Rp 186.6 billion, as opposed to
dengan lebih bayar Rp 65,5 miliar yang diklaim the overpayment of Rp 65.5 billion previously
sebelumnya. Sampai dengan tanggal otorisasi claimed. Up to the authorisation date of these
laporan keuangan konsolidasian interim ini, interim consolidated financial statements, the
Perusahaan sedang dalam proses persiapan Company is in the process to file an objection
untuk mengajukan keberatan ke Kantor Pajak. to the Tax Office.

Tahun fiskal 2016 - Pajak lainnya 2016 fiscal year Other taxes

Pada bulan September 2019, Perusahaan In September 2019, the Company received
menerima beberapa surat ketetapan pajak yang tax assessment letters confirming
menyatakan kurang bayar Pajak Pertambahan underpayments of value added tax amounting
Nilai sebesar Rp 62,6 miliar dan pajak to Rp 62.6 billion and withholding tax Article
penghasilan Pasal 23 sebesar Rp 37 miliar. 23 amounting to Rp 37 billion. The Company
Perusahaan tidak setuju dengan keputusan did not agree with the decision regarding
terkait dengan Pajak Pertambahan Nilai dan value added tax and is in the process to file an
sedang dalam proses persiapan untuk objection to the Tax Office at the authorisation
mengajukan keberatan ke Kantor Pajak pada date of these interim consolidated financial
tanggal otorisasi laporan keuangan statements. The Company agreed with tax
konsolidasian interim ini. Perusahaan menyetujui assessment result for withholding tax Article
hasil ketetapan pajak untuk pajak penghasilan 23 and has paid the underpayment in October
Pasal 23 dan telah membayar kurang bayar 2019.
tersebut pada bulan Oktober 2019.

Tahun fiskal 2015 - Pajak penghasilan badan 2015 fiscal year - Corporate income tax

Pada bulan April 2018, Perusahaan menerima In April 2018, the Company received tax
surat ketetapan pajak yang menyatakan lebih assessment letter confirming an overpayment
bayar pajak penghasilan badan tahun 2015 of 2015 corporate income tax amounting to
sebesar Rp 153,5 miliar, dibandingkan dengan Rp 153.5 billion, as opposed to Rp 218.8
Rp 218,8 miliar yang diklaim sebelumnya. billion previously claimed. The Company
Perusahaan menerima restitusi pajak tersebut received the refund in May 2018 amounting to
pada bulan Mei 2018 sebesar Rp 142,4 miliar Rp 142.4 billion while the remaining Rp 11.1
sedangkan sisanya sebesar Rp 11,1 miliar billion was compensated to several other
dikompensasi ke beberapa utang pajak lain. taxes payable.

Perusahaan menyetujui sebagian hasil ketetapan The Company partially agreed with the tax
pajak tersebut dan membebankan sebesar Rp assessment result and charged Rp 16.5 billion
16,5 miliar ke laporan laba rugi. Pada bulan Juli to the profit or loss. In July 2018, the
2018, Perusahaan mengajukan keberatan Company filed an objection to the Tax Office
kepada Kantor Pajak atas sisanya sebesar Rp for the remaining Rp 48.8 billion which
48,8 miliar yang kemudian ditolak pada bulan subsequently rejected in June 2019. In
Juni 2019. Pada bulan September 2019, September 2019, the Company lodged a tax
Perusahaan mengajukan banding ke Pengadilan appeal to the Tax Court. Up to the
Pajak. Sampai dengan tanggal otorisasi laporan authorisation date of these interim
keuangan konsolidasian interim ini, Perusahaan consolidated financial statements, the
belum menerima hasil keputusan banding. Company has yet to receive the appeal
results.
Lampiran - 39 - Schedule

F-123
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

11. PERPAJAKAN (lanjutan) 11. TAXATION (continued)

e. Surat ketetapan pajak (lanjutan) e. Tax assessment letters (continued)

Perusahaan (lanjutan) The Company (continued)

Tahun fiskal 2015 - Pajak lainnya 2015 fiscal year - Other taxes

Pada bulan April 2018, Perusahaan menerima In April 2018, the Company received several
beberapa surat ketetapan pajak yang tax assessment letters confirming
menyatakan kurang bayar Pajak Pertambahan underpayments of value added tax, Articles 23
Nilai, pajak penghasilan Pasal 23 dan Pasal 26 and 26 income tax totalling Rp 30.5 billion
dengan total sebesar Rp 30,5 miliar (termasuk (including interest and penalty of Rp 6 billion).
bunga dan denda sebesar Rp 6 miliar). The Company paid the underpayments
Perusahaan membayar kurang bayar tersebut amounting to Rp 20.1 billion, while the
sebesar Rp 20,1 miliar, sementara sisanya remaining Rp 10.4 billion was compensated
Rp 10,4 miliar dikompensasi dengan restitusi with the 2015 corporate income tax refund.
pajak penghasilan badan tahun 2015. The Company filed objections to the Tax Office
Perusahaan mengajukan keberatan pada in July 2018 for the amount of Rp 21.5 billion
Kantor Pajak pada bulan Juli 2018 sejumlah related to value added tax and Article 26
Rp 21,5 miliar terkait Pajak Pertambahan Nilai income tax. The remaining Rp 9 billion was
dan pajak penghasilan Pasal 26. Selisihnya charged to the 2018 profit or loss.
sejumlah Rp 9 miliar dibebankan ke laporan
laba rugi tahun 2018.

Pada bulan Juni - Juli 2019, Kantor Pajak In June - July 2019, the Tax Office rejected all
menolak seluruh keberatan. Perusahaan objections. The Company partially agreed with
menyetujui sebagian hasil keberatan atas Pajak objection result for value added tax amounting
Pertambahan Nilai sebesar Rp 1,6 miliar dan Rp 1.6 billion and fully agreed with the objection
menyetujui penuh hasil keberatan atas pajak result for withholding tax Article 26 amounting
penghasilan Pasal 26 sebesar Rp 1,6 miliar dan Rp 1.6 billion and charged it to the 2019 profit
membebankannya pada laporan laba rugi tahun or loss. In October 2019, the Company lodged
2019. Pada bulan Oktober 2019, Perusahaan a tax appeal for value added tax amounting to
mengajukan banding atas Pajak Pertambahan Rp 18.3 billion to the Tax Court. Up to the
Nilai sebesar Rp 18,3 miliar ke Pengadilan authorisation date of these interim consolidated
Pajak. Sampai dengan tanggal otorisasi laporan financial statements, the Company has yet to
keuangan konsolidasian interim ini, Perusahaan receive the appeal results.
belum menerima hasil keputusan banding.

Tahun fiskal 2014 - Pajak penghasilan badan 2014 fiscal year - Corporate income tax

Pada bulan Desember 2016, Perusahaan In December 2016, the Company received a
menerima surat ketetapan pajak yang tax assessment letter confirming an
menyatakan kurang bayar pajak penghasilan underpayment of 2014 corporate income tax
badan tahun 2014 sebesar Rp 5,1 miliar dan amounting to Rp 5.1 billion and related interest
bunga terkait sebesar Rp 2,4 miliar. Perusahaan of Rp 2.4 billion. The Company agreed with
menyetujui hasil ketetapan pajak tersebut dan the tax assessment result and charged it to the
membebankannya ke laporan laba rugi tahun 2016 profit or loss.
2016.

Lampiran - 40 - Schedule

F-124
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

11. PERPAJAKAN (lanjutan) 11. TAXATION (continued)

e. Surat ketetapan pajak (lanjutan) e. Tax assessment letters (continued)

Perusahaan (lanjutan) The Company (continued)

Tahun fiskal 2014 - Pajak lainnya 2014 fiscal year - Other taxes

Pada bulan Desember 2016, Perusahaan In December 2016, the Company received tax
menerima beberapa surat ketetapan pajak yang assessment letters confirming underpayments
menyatakan kurang bayar Pajak Pertambahan of value added tax for April - December 2014
Nilai periode April - Desember 2014 dan pajak period and Articles 21 and 23 income tax
penghasilan Pasal 21 dan Pasal 23 dengan total totalling Rp 30.1 billion (including interest of
sebesar Rp 30,1 miliar (termasuk bunga Rp 11.3 billion). The Company partially
sebesar Rp 11,3 miliar). Perusahaan tidak disagreed with the tax assessment result
menyetujui sebagian hasil ketetapan pajak amounting to Rp 15.6 billion related to value
tersebut sejumlah Rp 15,6 miliar terkait Pajak added tax, and filed an objection to the Tax
Pertambahan Nilai, dan mengajukan keberatan Office in February 2017 after paying the
ke Kantor Pajak pada bulan Februari 2017 underpayments. The remaining difference of
setelah membayar penuh kurang bayar Rp 14.5 billion were charged to the 2016 profit
tersebut. Selisihnya sebesar Rp 14,5 miliar or loss.
dibebankan ke laporan laba rugi tahun 2016.

Pada bulan Februari 2018, keberatan tersebut In February 2018, the objection was rejected
ditolak oleh Kantor Pajak dan Perusahaan by the Tax Office and the Company filed an
mengajukan banding ke Pengadilan Pajak pada appeal to the Tax Court in May 2018. Up to
bulan Mei 2018. Sampai dengan tanggal the authorisation date of these interim
otorisasi laporan keuangan konsolidasian consolidated financial statements, the
interim ini, Perusahaan belum menerima hasil Company has not received the appeal result.
keputusan banding.

Pada bulan Juni 2018, Perusahaan menerima In June 2018, the Company received tax
surat ketetapan pajak yang menyatakan kurang assessment letters confirming underpayments
bayar Pajak Pertambahan Nilai periode Januari of value added tax for January - March 2014
- Maret 2014 sebesar Rp 3 miliar (termasuk period amounting to Rp 3 billion (including
bunga dan denda sebesar Rp 1,2 miliar). interest and penalty of Rp 1.2 billion). The
Perusahaan tidak menyetujui hasil ketetapan Company disagreed with the decision and filed
pajak tersebut dan mengajukan keberatan ke an objection to the Tax Office in September
Kantor Pajak pada bulan September 2018 2018 after paying the underpayments. In
setelah membayar penuh kurang bayar September 2019, the Tax Office rejected all
tersebut. Pada bulan September 2019, Kantor objections. Up to the authorisation date of
Pajak menolak seluruh keberatan. Perusahaan these interim consolidated financial
masih dalam proses persiapan untuk statements, the Company is still in the process
mengajukan banding ke Pengadilan Pajak. to lodge a tax appeal to the Tax Court.

Lampiran - 41 - Schedule

F-125
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

11. PERPAJAKAN (lanjutan) 11. TAXATION (continued)

e. Surat ketetapan pajak (lanjutan) e. Tax assessment letters (continued)


Perusahaan (lanjutan) The Company (continued)

Tahun fiskal 2013 - Pajak penghasilan badan 2013 fiscal year - Corporate income tax

Pada bulan Desember 2017, Perusahaan In December 2017, the Company received a
menerima surat ketetapan pajak yang tax assessment letter confirming an
menyatakan kurang bayar pajak penghasilan underpayment of 2013 corporate income tax
badan tahun 2013 sebesar Rp 25,1 miliar amounting to Rp 25.1 billion (including penalty
(termasuk denda Rp 8,2 miliar). Pada bulan of Rp 8.2 billion). In March 2018, the Company
Maret 2018, Perusahaan mengajukan keberatan filed an objection to the Tax Office amounting
pada Kantor Pajak sebesar to Rp 21 billion after paying the full amount of
Rp 21 miliar setelah membayar penuh kurang the underpayment. The differences was
bayar tersebut. Selisihnya dibebankan ke charged to the 2018 profit or loss. In March
laporan laba rugi tahun 2018. Pada bulan Maret 2019, the Tax Office rejected all objections. In
2019, Kantor Pajak menolak seluruh keberatan. May 2019, the Company lodged a tax appeal
Pada bulan Mei 2019, Perusahaan mengajukan to the Tax Court.
banding ke Pengadilan Pajak.

Sampai dengan tanggal otorisasi laporan Up to the authorisation date of these interim
keuangan konsolidasian interim ini, Perusahaan consolidated financial statements, the
belum menerima hasil keputusan banding. Company has yet to receive the appeal results.

Tahun fiskal 2013 - Pajak lainnya 2013 fiscal year - Other taxes

Pada bulan Desember 2017, Perusahaan In December 2017, the Company received
menerima beberapa surat ketetapan pajak yang several tax assessment letters confirming
menyatakan kurang bayar Pajak Pertambahan underpayments of value added tax, Articles 21
Nilai, pajak penghasilan Pasal 21 dan Pasal 26 and 26 income tax totalling Rp 3.3 billion
sebesar Rp 3,3 miliar (termasuk denda sebesar (including penalty of Rp 1.4 billion). The
Rp 1,4 miliar). Perusahaan menyetujui Company agreed with the decision and
keputusan tersebut dan membebankan kurang charged the underpayments to the 2017 profit
bayar tersebut ke laporan laba rugi tahun 2017. or loss.

Tahun fiskal 2012 - Pajak lainnya 2012 fiscal year - Other taxes

Selama bulan Januari - April 2017, Perusahaan During January - April 2017, the Company
menerima beberapa surat ketetapan pajak yang received several tax assessment letters
menyatakan kurang bayar Pajak Pertambahan confirming underpayments of value added tax
Nilai periode Januari - Desember 2012 sebesar for January - December 2012 period
Rp 8,2 miliar (termasuk bunga dan denda amounting to Rp 8.2 billion (including interest
sebesar Rp 4 miliar). Pada bulan Maret 2018, and penalty of Rp 4 billion). In March 2018, the
Perusahaan menerima surat tagihan pajak Company received tax collection letters for
untuk tambahan bunga dan denda sebesar additional interest and penalty amounting to
Rp 684 juta yang dikompensasi dengan restitusi Rp 684 million which was compensated with
pajak penghasilan badan tahun 2015. the 2015 corporate income tax refund. The
Perusahaan tidak setuju dengan keputusan Company disagreed with the decision and filed
tersebut dan mengajukan keberatan ke Kantor objections to the Tax Office for total amount of
Pajak sejumlah Rp 8,9 miliar, yang kemudian Rp 8.9 billion which were subsequently
ditolak. Perusahaan mengajukan banding ke rejected. The Company filed appeals to the
Pengadilan Pajak pada bulan Mei - Juli 2018. Tax Court during May - July 2018. Up to the
Sampai dengan tanggal otorisasi laporan authorisation date of these interim
keuangan konsolidasian interim ini, Perusahaan consolidated financial statements, the
belum menerima hasil keputusan banding Company has not received the appeal results.
tersebut.

Lampiran - 42 - Schedule

F-126
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

11. PERPAJAKAN (lanjutan) 11. TAXATION (continued)

e. Surat ketetapan pajak (lanjutan) e. Tax assessment letters (continued)

Perusahaan (lanjutan) The Company (continued)

Tahun fiskal 2011 - Pajak lainnya 2011 fiscal year - Other taxes

Pada bulan Juni 2016, Perusahaan menerima In June 2016, the Company received several
beberapa surat ketetapan pajak yang tax assessment letters confirming
menyatakan kurang bayar Pajak Pertambahan underpayments of value added tax for June -
Nilai periode Juni - Desember 2011 dan pajak December 2011 period and Article 23 income
penghasilan Pasal 23 dengan total sebesar tax totalling Rp 18.3 billion (including interest
Rp 18,3 miliar (termasuk bunga dan denda and penalty of Rp 7.3 billion). The Company
sebesar Rp 7,3 miliar). Perusahaan tidak setuju disagreed with the decision and filed objections
dengan keputusan tersebut dan mengajukan to the Tax Office, which were subsequently
keberatan ke Kantor Pajak, yang kemudian rejected. In April and December 2017, the
ditolak. Pada bulan April dan Desember 2017, Company filed appeals to the Tax Court. Up to
Perusahaan mengajukan banding ke the authorisation date of these interim
Pengadilan Pajak. Sampai dengan tanggal consolidated financial statements, the
otorisasi laporan keuangan konsolidasian Company has not received the appeal results.
interim ini, Perusahaan belum menerima hasil
keputusan banding tersebut.

Entitas Anak Subsidiary

Tahun fiskal 2018 - Pajak penghasilan badan 2018 fiscal year - Corporate income tax

Saat ini Entitas Anak sedang diperiksa oleh The Subsidiary is currently being audited by the
Kantor Pajak terkait pajak penghasilan badan Tax Office for 2018 corporate income tax. Up to
tahun fiskal 2018. Sampai dengan tanggal the date of these interim consolidated financial
otorisasi laporan keuangan konsolidasian statements, the result is still unknown.
interim ini, hasil pemeriksaan tersebut belum
diketahui.

Tahun fiskal 2018 Pajak lainnya 2018 fiscal year - Other taxes

Pada bulan Juni 2019, Entitas Anak menerima In June 2019, the Subsidiary received several
beberapa surat ketetapan pajak yang tax assessment letters confirming
menyatakan lebih bayar Pajak Pertambahan overpayments of value added tax for January -
Nilai periode Januari-Mei 2018 sebesar Rp 5,1 May 2018 period amounting to Rp 5.1 billion,
miliar, sebagai hasil dari klaim sebelumnya as opposed to Rp 5.2 billion previously claimed,
sebesar Rp 5,2 miliar, sedangkan sisanya while the remaining Rp 0.1 billion was
sebesar Rp 0,1 miliar dikompensasi ke utang compensated to 2018 tax payables. The
pajak tahun 2018. Entitas Anak menyetujui Subsidiary agreed with the result and received
keputusan tersebut, dan telah menerima the refund in July 2019.
restitusi pada bulan Juli 2019.

Lampiran - 43 - Schedule

F-127
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

11. PERPAJAKAN (lanjutan) 11. TAXATION (continued)

e. Surat ketetapan pajak (lanjutan) e. Tax assessment letters (continued)

Entitas Anak (lanjutan) Subsidiary (continued)

Tahun fiskal 2017 - Pajak penghasilan badan 2017 fiscal year - Corporate income tax

Pada bulan April 2019, Entitas Anak menerima In April 2019, the Subsidiary received a tax
surat ketetapan pajak yang menyatakan lebih assessment letter confirming an overpayment
bayar pajak penghasilan badan tahun 2017 of 2017 corporate income tax amounting to Rp
sebesar Rp 2,5 miliar, yang sebelumnya diklaim 2.5 billion, as previously claimed by the
oleh Entitas Anak sedangkan sisanya sebesar Subsidiary while the remaining Rp 0.4 billion
Rp 0,4 miliar dikompensasi ke utang pajak was compensated to 2017 tax payables. The
tahun 2017. Entitas Anak menyetujui keputusan Subsidiary agreed with the result and received
tersebut dan telah menerima restitusi pada the refund in May 2019.
bulan Mei 2019.

Tahun fiskal 2017 - Pajak lainnya 2017 fiscal year - Other taxes

Pada bulan Juli 2018, Entitas Anak menerima In July 2018, the Subsidiary received tax
surat ketetapan pajak yang menyatakan lebih assessment letters confirming overpayments of
bayar Pajak Pertambahan Nilai periode Januari value added tax for January - June 2017 period
- Juni 2017 sebesar Rp 5,7 miliar. Entitas Anak amounting to Rp 5.7 billion. The Subsidiary
setuju dengan keputusan tersebut dan telah accepted the result and received the refund in
menerima restitusi pajak tersebut pada bulan August 2018.
Agustus 2018.

Pada bulan Januari 2019, Entitas Anak In January 2019, the Subsidiary received tax
menerima surat ketetapan pajak yang assessment letters confirming overpayments of
menyatakan lebih bayar Pajak Pertambahan value added tax for July - December 2017
Nilai periode Juli - Desember 2017 sebesar period amounting to Rp 5.5 billion. The
Rp 5,5 miliar. Entitas Anak setuju dengan Subsidiary accepted the results and received
keputusan tersebut dan menerima restitusi the refund in February 2019.
pada bulan Februari 2019.

Tahun fiskal 2016 - Pajak penghasilan badan 2016 fiscal year - Corporate income tax

Pada bulan Juni 2018, Entitas Anak menerima In June 2018, the Subsidiary received a tax
surat ketetapan pajak yang menyatakan lebih assessment letter confirming an overpayment of
bayar pajak penghasilan badan tahun 2016 2016 corporate income tax amounting to Rp 2.2
sebesar Rp 2,2 miliar, seperti yang sebelumnya billion, as previously claimed by the Subsidiary.
diklaim oleh Entitas Anak. Entitas Anak The Subsidiary agreed with the result and
menyetujui keputusan tersebut dan telah received the refund in July 2018.
menerima restitusi pada bulan Juli 2018.

Tahun fiskal 2015 - Pajak penghasilan badan 2015 fiscal year - Corporate income tax

Pada bulan Juli 2017, Entitas Anak menerima In July 2017, the Subsidiary received a tax
surat ketetapan pajak yang menyatakan lebih assessment letter confirming an overpayment of
bayar pajak penghasilan badan tahun 2015 2015 corporate income tax amounting to
sebesar Rp 1,37 miliar, dari yang sebelumnya Rp 1.37 billion, as opposed to Rp 1.4 billion
diklaim sebesar Rp 1,4 miliar. Entitas Anak previously claimed. The Subsidiary agreed with
menyetujui keputusan tersebut dan telah the result and received the refund in November
menerima restitusi pada bulan November 2017. 2017.

Lampiran - 44 - Schedule

F-128
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

11. PERPAJAKAN (lanjutan) 11. TAXATION (continued)

e. Surat ketetapan pajak (lanjutan) e. Tax assessment letters (continued)

Entitas Anak (lanjutan) Subsidiary (continued)

Tahun fiskal 2014 - Pajak penghasilan badan 2014 fiscal year - Corporate income tax

Pada bulan April 2016, Entitas Anak menerima In April 2016, the Subsidiary received a tax
surat ketetapan pajak yang menyatakan lebih assessment letter confirming an overpayment
bayar pajak penghasilan badan tahun fiskal of 2014 corporate income tax amounting to
2014 sebesar Rp 4,9 miliar dan rugi pajak Rp 4.9 billion and tax loss amounting to Rp
sebesar Rp 12,7 miliar dari Rp 35,2 miliar yang 12.7 billion out of Rp 35.2 billion as previously
sebelumnya dilaporkan dalam Surat reported in its annual tax return. The Subsidiary
Pemberitahuan Tahunan. Entitas Anak agreed with the result and accordingly wrote-off
menyetujui hasil keputusan tersebut dan the related deferred tax asset from tax loss
menghapus aset pajak tangguhan terkait rugi amounting to Rp 5.6 billion in 2016.
pajak tersebut sebesar Rp 5,6 miliar di tahun
2016.

Tahun fiskal 2014-2016 - Pajak lainnya 2014-2016 fiscal years - Other taxes

Pada bulan Mei 2017, Entitas Anak menerima In May 2017, the Subsidiary received several
beberapa surat ketetapan pajak yang tax assessment letters confirming
menyatakan lebih bayar Pajak Pertambahan overpayments of value added tax for the 2014
Nilai untuk tahun fiskal 2014 dan 2015, serta and 2015 fiscal years, and for
periode Januari - April 2016 dengan total January - April 2016 period totalling Rp 41.8
sebesar Rp 41,8 miliar, seperti yang billion, similar with the amount claimed. The
sebelumnya diklaim. Entitas Anak menyetujui Subsidiary agreed with the results and received
keputusan tersebut dan menerima restitusi the refund in June 2017.
pada bulan Juni 2017.

Pada bulan Juli 2018, Kantor Pajak melakukan In July 2018, the Tax Office extended the
perluasan audit Pajak Pertambahan Nilai untuk audits for the above periods and issued several
periode yang sama seperti di atas dan tax assessment letters confirming
mengeluarkan beberapa surat ketetapan pajak underpayments of value added tax for March -
yang menyatakan kurang bayar Pajak December 2014 period amounting to Rp 28
Pertambahan Nilai periode Maret - Desember million and January - December 2015 period
2014 sebesar Rp 28 juta dan periode Januari - amounting to Rp 44 million. The Subsidiary
Desember 2015 sebesar Rp 44 juta. Entitas agreed with the results, paid the
Anak menyetujui hasil keputusan tersebut, underpayments in October 2018, and charged
membayar kurang bayar tersebut pada bulan it to the current year profit and loss.
Oktober 2018, dan membebankannya ke
laporan laba rugi tahun berjalan.

Pada bulan Januari 2018, Entitas Anak In January 2018, the Subsidiary received tax
menerima surat ketetapan pajak yang assessment letter confirming overpayment of
menyatakan lebih bayar Pajak Pertambahan value added tax for May - December 2016
Nilai periode Mei - Desember 2016 sebesar period amounting to Rp 6.1 billion, as claimed
Rp 6,1 miliar, seperti yang sebelumnya diklaim. previously. The Subsidiary agreed with the
Entitas Anak menyetujui keputusan tersebut result and received the refund in February
dan menerima restitusi pada bulan Februari 2018.
2018.

Lampiran - 45 - Schedule

F-129
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

11. PERPAJAKAN (lanjutan) 11. TAXATION (continued)

e. Surat ketetapan pajak (lanjutan) e. Tax assessment letters (continued)

Administrasi Administration

Berdasarkan Undang-Undang Perpajakan yang Under the Taxation Laws in Indonesia, each
berlaku di Indonesia, setiap entitas dalam Grup entity in a Group submits tax returns on the
menghitung, menetapkan dan membayar basis of self-assessment. The Directorate
sendiri besarnya jumlah pajak yang terutang. General of Tax may assess or amend taxes
Direktorat Jenderal Pajak dapat menetapkan within five years of the time the tax becomes
atau mengubah kewajiban pajak dalam batas due.
waktu lima tahun sejak saat terutangnya pajak.

12. ASET TETAP 12. FIXED ASSETS

30 Juni/June 2019
Saldo awal/ Saldo akhir/
Beginning Penambahan/ Pengurangan/ Pemindahan/ Ending
balance Additions Disposals Transfers balance

Harga perolehan Acquisition cost


Hak atas tanah 155,594 - - - 155,594 Land rights
Bangunan 1,605,855 - - - 1,605,855 Buildings
Mesin dan peralatan 3,420,217 23,252 (1,118) 25,282 3,467,633 Machineries and equipments
Peralatan pabrik 24,252 207 - 458 24,917 Factory equipments
Kendaraan bermotor 2,906 - (749) - 2,157 Motor vehicles
Peralatan kantor 7,353 226 - (458) 7,121 Office equipments
Aset dalam pembangunan 10,193 15,522 - (25,282) 433 Construction in progress

5,226,370 39,207 (1,867) - 5,263,710

Akumulasi penyusutan Accumulated depreciation


Bangunan (485,848) (40,063) - - (525,911) Buildings
Mesin dan peralatan (1,767,544) (134,282) 304 - (1,901,522) Machineries and equipments
Peralatan pabrik (23,333) (318) - (458) (24,109) Factory equipments
Kendaraan bermotor (2,815) - 749 - (2,066) Motor vehicles
Peralatan kantor (6,062) (356) - 458 (5,960) Office equipments

(2,285,602) (175,019) 1,053 - (2,459,568)

Nilai buku bersih 2,940,768 2,804,142 Net book value

31 Desember/December 2018
Direklasifikasi
ke aset dimiliki
untuk dijual/
Saldo awal/ Reclassified Saldo akhir/
Beginning Penambahan/ Pengurangan/ Pemindahan/ to assets Ending
balance Additions Disposals Transfers held for sale balance

Harga perolehan Acquisition cost


Hak atas tanah 155,594 - - - - 155,594 Land rights
Bangunan 1,605,855 - - - - 1,605,855 Buildings
Mesin dan peralatan 3,402,838 22,169 (12,517) 83,680 (75,953) 3,420,217 Machineries and equipments
Peralatan pabrik 22,636 68 - 1,548 - 24,252 Factory equipments
Kendaraan bermotor 4,683 - (1,777) - - 2,906 Motor vehicles
Peralatan kantor 6,986 388 (21) - - 7,353 Office equipments
Aset dalam pembangunan 5,597 89,824 - (85,228) - 10,193 Construction in progress

5,204,189 112,449 (14,315) - (75,953) 5,226,370

Akumulasi penyusutan Accumulated depreciation


Bangunan (405,694) (80,154) - - - (485,848) Buildings
Mesin dan peralatan (1,532,795) (262,499) 12,269 20 15,461 (1,767,544) Machineries and equipments
Peralatan pabrik (21,853) (1,452) 1 (29) - (23,333) Factory equipments
Kendaraan bermotor (4,232) (182) 1,604 (5) - (2,815) Motor vehicles
Peralatan kantor (5,234) (842) - 14 - (6,062) Office equipments

(1,969,808) (345,129) 13,874 - 15,461 (2,285,602)

Nilai buku bersih 3,234,381 2,940,768 Net book value

Lampiran - 46 - Schedule

F-130
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

12. ASET TETAP (lanjutan) 12. FIXED ASSETS (continued)


31 Desember/December 2017
Saldo awal/ Saldo akhir/
Beginning Penambahan/ Pengurangan/ Pemindahan/ Ending
balance Additions Disposals Transfers balance

Harga perolehan Acquisition cost


Hak atas tanah 155,594 - - - 155,594 Land rights
Bangunan 1,605,546 309 - - 1,605,855 Buildings
Mesin dan peralatan 3,386,137 35,063 (18,631) 269 3,402,838 Machineries and equipments
Peralatan pabrik 22,433 203 - - 22,636 Factory equipments
Kendaraan bermotor 4,683 - - - 4,683 Motor vehicles
Peralatan kantor 7,889 786 (1,689) - 6,986 Office equipments
Aset dalam pembangunan 4,531 1,335 - (269) 5,597 Construction in progress

5,186,813 37,696 (20,320) - 5,204,189

Akumulasi penyusutan Accumulated depreciation


Bangunan (324,953) (80,741) - - (405,694) Buildings
Mesin dan peralatan (1,262,284) (288,582) 18,071 - (1,532,795) Machineries and equipments
Peralatan pabrik (18,333) (3,520) - - (21,853) Factory equipments
Kendaraan bermotor (3,752) (480) - - (4,232) Motor vehicles
Peralatan kantor (6,008) (915) 1,689 - (5,234) Office equipments

(1,615,330) (374,238) 19,760 - (1,969,808)

Nilai buku bersih 3,571,483 3,234,381 Net book value

31 Desember/December 2016
Saldo awal/ Saldo akhir/
Beginning Penambahan/ Pengurangan/ Pemindahan/ Ending
balance Additions Disposals Transfers balance

Harga perolehan Acquisition cost


Hak atas tanah 155,594 - - - 155,594 Land rights
Bangunan 1,604,006 1,540 - - 1,605,546 Buildings
Mesin dan peralatan 3,210,581 46,668 - 128,888 3,386,137 Machineries and equipments
Peralatan pabrik 21,829 604 - - 22,433 Factory equipments
Kendaraan bermotor 12,569 - (7,886) - 4,683 Motor vehicles
Peralatan kantor 7,021 873 (5) - 7,889 Office equipments
Aset dalam pembangunan 106,239 27,180 - (128,888) 4,531 Construction in progress

5,117,839 76,865 (7,891) - 5,186,813

Akumulasi penyusutan Accumulated depreciation


Bangunan (244,243) (80,710) - - (324,953) Buildings
Mesin dan peralatan (975,118) (287,166) - - (1,262,284) Machineries and equipments
Peralatan pabrik (13,955) (4,378) - - (18,333) Factory equipments
Kendaraan bermotor (8,882) (945) 6,075 - (3,752) Motor vehicles
Peralatan kantor (5,221) (790) 3 - (6,008) Office equipments

(1,247,419) (373,989) 6,078 - (1,615,330)

Nilai buku bersih 3,870,420 3,571,483 Net book value

Beban penyusutan dialokasikan sebagai berikut: Depreciation expenses were allocated as follows:
30 Juni/ 30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 June 2018 December 2018 December 2017 December 2016

Beban pokok pendapatan 172,750 169,145 340,357 369,530 369,107 Cost of revenue
Beban umum dan General and administrative
administrasi 2,269 2,405 4,772 4,708 4,882 expenses

175,019 171,550 345,129 374,238 373,989

Lampiran - 47 - Schedule

F-131
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

12. ASET TETAP (lanjutan) 12. FIXED ASSETS (continued)

Rincian penjualan aset tetap adalah sebagai berikut: Details of sale of fixed assets are as follows:
30 Juni/ 30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 June 2018 December 2018 December 2017 December 2016

Hasil penjualan 45 630 713 182 3,115 Proceeds


Nilai buku bersih (814) (176) (441) (560) (1,813) Net book value

(Kerugian)/keuntungan (Loss)/gain on sale of


penjualan aset tetap (769) 454 272 (378) 1,302 fixed assets

Hak atas tanah merupakan "Hak Guna Bangunan"


ng akan berakhir pada tahun 2024 - 2043
dan dapat diperpanjang. Tanah-tanah tersebut 2024 - 2043. The land plots are located in Mojokerto
berlokasi di Mojokerto dan Karawang. Manajemen and Karawang. Management believes that the land
berpendapat bahwa hak atas tanah tersebut dapat rights can be extended without significant costs.
diperpanjang dengan biaya yang tidak signifikan.

Pada tanggal 31 Desember 2018, mesin dan As at 31 December 2018, certain unused
peralatan tertentu yang tidak digunakan dengan nilai machineries and equipments with net book value of
buku bersih Rp 60,5 miliar telah direklasifikasi Rp 60.5 billion has been reclassified to "Assets Held
sebagai "Aset Dimiliki Untuk Dijual" pada laporan For Sale" in the consolidated statement of financial
posisi keuangan konsolidasian, setelah adanya position, after approvals from parent entity to sell the
persetujuan entitas induk untuk menjual aset assets. Management has performed necessary
tersebut. Manajemen telah melakukan aktivitas yang activities to sell the assets and the transaction has
diperlukan untuk menjual aset tersebut dan been completed in May 2019.
transaksi telah diselesaikan pada bulan Mei 2019.

Aset dalam pembangunan diperkirakan akan selesai Construction in progress are expected to be
pada tahun 2019. Persentase penyelesaian aset completed in 2019. The percentage of completion
dalam pembangunan pada tanggal 30 Juni 2019 for construction in progress as at 30 June 2019 was
adalah sekitar 43% dari nilai perolehannya. approximately 43% from its acquisition cost.

Pada tanggal 30 Juni 2019, Grup memiliki aset tetap As at 30 June 2019, the Group had fixed assets
yang telah sepenuhnya disusutkan namun masih which had been fully depreciated but were still used
digunakan untuk menunjang aktivitas operasi
Perusahaan. Harga perolehan dari aset-aset acquisition costs of these assets amounted to Rp
tersebut sebesar Rp 264 miliar (31 Desember 2018: 264 billion (31 December 2018: Rp 259 billion: 31
Rp 259 miliar; 31 Desember 2017: Rp 261 miliar; 31 December 2017: Rp 261 billion; 31 December 2016:
Desember 2016: Rp 156 miliar). Rp 156 billion).

Tidak ada perbedaan yang signifikan antara nilai There is no significant differences between the fair
wajar dan nilai tercatat aset tetap selain tanah dan value and carrying amount of fixed assets other than
bangunan. Nilai wajar tanah dan bangunan land and buildings. The fair value of the land and
buildings based on fair value hierarchy level 2
Rp
1,3 triliun pada tanggal 30 Juni 2019. Penilaian telah trillion as at 30 June 2019. The valuation was
dilakukan oleh Kantor Jasa Penilai Publik performed by Kantor Jasa
Ruky, Safrudin & Rekan, penilai independen yang Ruky, Safrudin & Rekan, an independent appraiser
telah teregistrasi pada Otoritas Jasa Keuangan. registered at Financial Services Authority. Appraisal
Laporan hasil penilaian tersebut telah diterbitkan report has been issued on 10 July 2019.
pada tanggal 10 Juli 2019.

Lampiran - 48 - Schedule

F-132
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

12. ASET TETAP (lanjutan) 12. FIXED ASSETS (continued)

Pada tanggal 30 Juni 2019, aset tetap yang dimiliki As at 30 June 2019, all fixed assets of the Group are
oleh Grup telah diasuransikan terhadap risiko covered by insurance against loss of any potential
kerugian yang mungkin timbul kepada risks with PT Asuransi Tokio Marine Indonesia with
PT Asuransi Tokio Marine Indonesia dengan nilai sum insured amounting to Rp 5 trillion
pertanggungan sebesar Rp 5 triliun (31 December 2018, 2017, 2016: Rp 5 trillion).
(31 Desember 2018, 2017, 2016: Rp 5 triliun). Management believes that the insurance coverage
Manajemen berpendapat bahwa nilai is adequate to cover possible losses on the assets
pertanggungan tersebut cukup untuk menutup insured.
kemungkinan kerugian atas aset yang
dipertanggungkan.

Pada tanggal 30 Juni 2019, 31 December 2018, As at 30 June 2019, 31 December 2018, 2017 and
2017 dan 2016, manajemen berpendapat bahwa 2016, management believes that there is no
tidak terdapat penurunan nilai atas aset tetap. impairm

Tidak ada aset tetap milik Grup yang dijaminkan.


collateral.

13 UTANG USAHA 13. TRADE PAYABLES

31 Desember/ 31 Desember/ 31 Desember/


30 Juni/ December December December
June 2019 2018 2017 2016

Pihak berelasi
(Catatan 26c) 29,723 46,659 32,628 31,888 Related parties (Note 26c)
Pihak ketiga 815,436 885,017 756,269 698,257 Third parties

845,159 931,676 788,897 730,145

Pada tanggal 30 Juni 2019, 31 Desember 2018, As at 30 June 2019, 31 December 2018, 2017 and
2017 dan 2016, jumlah utang usaha berdasarkan
jenis mata uang adalah sebagai berikut: payables based on original currencies are as
follows:

31 Desember/ 31 Desember/ 31 Desember/


30 Juni/ December December December
June 2019 2018 2017 2016

Rupiah 595,078 586,413 557,958 520,162 Rupiah


Dolar AS 250,081 345,263 230,925 209,970 US Dollar
Yen Jepang - - 14 13 Japanese Yen

845,159 931,676 788,897 730,145

Lampiran - 49 - Schedule

F-133
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

14. AKRUAL DAN PROVISI 14. ACCRUALS AND PROVISIONS

31 Desember/ 31 Desember/ 31 Desember/


30 Juni/ December December December
June 2019 2018 2017 2016

Pihak berelasi
(Catatan 26c) Related parties (Note 26c)
Royalti 64,299 63,960 64,064 61,645 Royalty
Komisi penjualan 6,829 - 1,954 1,560 Sales commission
Jasa profesional 4,286 - - - Professional fee
Biaya keuangan 1,205 1,344 995 1,009 Finance costs

76,619 65,304 67,013 64,214

Pihak ketiga Third parties


Promosi penjualan 903,998 780,403 662,243 600,882 Sales promotion
Pengangkutan 33,727 43,582 53,494 45,377 Freight
Biaya karyawan 22,503 29,947 24,316 21,702 Employee cost
Iklan dan pemasaran 21,730 41,012 37,997 39,587 Advertising and marketing
Gudang 20,687 21,227 21,357 17,646 Warehousing
Listrik 12,038 13,062 13,594 13,167 Electricity
Jasa profesional 10,042 1,500 3,188 2,043 Professional fee
Bahan baku dan
barang jadi 7,662 6,942 3,152 7,985 Material and finished goods
Riset dan
pengembangan 5,703 7,579 7,956 10,362 Research and development
Retur penjualan 5,148 4,951 4,099 - Sales return
Lain-lain (masing-
masing dibawah Others (each below
Rp 2 miliar) 1,248 1,227 5,095 952 Rp 2 billion)

1,044,486 951,432 836,491 759,703

Jumlah akrual dan provisi 1,121,105 1,016,736 903,504 823,917 Total accruals and provisions

15. PINJAMAN BANK 15. BANK LOANS

31 Desember/ 31 Desember/ 31 Desember/


30 Juni/ December December December
June 2019 2018 2017 2016

Rupiah Rupiah
MUFG Bank, Ltd., MUFG Bank, Ltd.,
cabang Jakarta - - 300,000 701,000 Jakarta branch
PT Bank BTPN Tbk 142,103 157,893 189,471 221,050 PT Bank BTPN Tbk

142,103 157,893 489,471 922,050

USD USD
MUFG Bank, Ltd., MUFG Bank, Ltd.,
cabang Jakarta 49,494 55,028 37,257 32,918 Jakarta branch
PT Bank BTPN Tbk 54,089 43,443 - - PT Bank BTPN Tbk

103,583 98,471 37,257 32,918

Jumlah pinjaman bank 245,686 256,364 526,728 954,968 Total bank loans

Lampiran - 50 - Schedule

F-134
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

15. PINJAMAN BANK (lanjutan) 15. BANK LOANS (continued)

Rincian perjanjian pinjaman bank pada tanggal 30 Details of the bank loan agreemetns as at 30 June
Juni 2019, 31 Desember 2018, 2017 dan 2016 2019, 31 December 2018, 2017 and 2016 are as
adalah sebagai berikut: follows:
30 Juni/June 2019
Pinjaman dalam
mata uang asing/ Periode Tingkat
Jumlah fasilitas/ Outstanding loan in Pinjaman dalam pembayaran bunga per
Total facility original currency jutaan Rupiah/ Periode bunga/ tahun/
Mata uang/ (jumlah penuh/ (jumlah penuh/ Outstanding loan pinjaman/ Interest Annual Jaminan/
Kreditur/Creditor Currency full amount) full amount) in million Rupiah Loan term payment period interest rate Guarantee

MUFG Bank, Ltd., USD USD 4,000,000 USD 3,500,000 49,494 16 November/ Bulanan/ JIBOR+0.35% Surat jaminan
cabang Jakarta/ November 2018- Monthly dari/Letter of
Jakarta branch 16 November/ guarantee from
November 2019 PT Uni-Charm
Indonesia

PT Bank BTPN Tbk Rupiah Rp 157,892,857,144 Rp 142,103,571,430 142,103 31 Desember/ Bulanan/ Cost of fund+0.45% Surat jaminan
December 2018- Monthly dari/Letter of
31 Desember/ guarantee from
December 2019 PT Uni-Charm
Indonesia

USD USD 5,000,000 USD 3,825,000 54,089 31 Desember/ Bulanan/ Cost of fund+0.20% Surat jaminan
December 2018- Monthly dari/Letter of
31 December/ guarantee from
December 2019 PT Uni-Charm
Indonesia

Jumlah pinjaman bank/Total bank loans 245,686

31 Desember/December 2018
Pinjaman dalam
mata uang asing/ Periode Tingkat
Jumlah fasilitas/ Outstanding loan in Pinjaman dalam pembayaran bunga per
Total facility original currency jutaan Rupiah/ Periode bunga/ tahun/
Mata uang/ (jumlah penuh/ (jumlah penuh/ Outstanding loan pinjaman/ Interest Annual Jaminan/
Kreditur/Creditor Currency full amount) full amount) in million Rupiah Loan term payment period interest rate Guarantee

MUFG Bank, Ltd., USD USD 4,000,000 USD 3,800,000 55,028 16 November/ Bulanan/ JIBOR+0.35% Surat jaminan
cabang Jakarta/ November 2018- Monthly dari/Letter of
Jakarta branch 16 November/ guarantee from
November 2019 PT Uni-Charm
Indonesia

PT Bank BTPN Tbk. Rupiah Rp 157,892,857,144 Rp 157,892,857,144 157,893 31 Desember/ Bulanan/ Cost of fund+0.45% Surat jaminan
December 2018- Monthly dari/Letter of
31 Desember/ guarantee from
December 2019 PT Uni-Charm
Indonesia

USD USD 5,000,000 USD 3,000,000 43,443 31 Desember/ Bulanan/ Cost of fund+0.20% Surat jaminan
December 2018- Monthly dari/Letter of
31 December/ guarantee from
December 2019 PT Uni-Charm
Indonesia

Jumlah pinjaman bank/Total bank loans 256,364

31 Desember/December 2017
Pinjaman dalam
mata uang asing/ Periode Tingkat
Jumlah fasilitas/ Outstanding loan in Pinjaman dalam pembayaran bunga per
Total facility original currency jutaan Rupiah/ Periode bunga/ tahun/
Mata uang/ (jumlah penuh/ (jumlah penuh/ Outstanding loan pinjaman/ Interest Annual Jaminan/
Kreditur/Creditor Currency full amount) full amount) in million Rupiah Loan term payment period interest rate Guarantee

MUFG Bank, Ltd., Rupiah USD 60,000,000 Rp 300,000,000,000 300,000 31 Mei/May 2017- Bulanan/ JIBOR+0.35% -
cabang Jakarta/ (atau setara dengan/ 31 Mei/May 2018 Monthly
Jakarta branch or its equivalent in
JPY dan/and Rupiah)

USD USD 4,000,000 USD 2,759,000 37,257 16 November/ Bulanan/ JIBOR+0.2% Surat jaminan
November 2017- Monthly dari/Letter of
16 November/ guarantee from
November 2018 Unicharm Kokko
Nonwoven

PT Bank BTPN Tbk. Rupiah Rp 190,000,000,000 Rp 189,471,428,572 189,471 29 Desember/ Bulanan/ Cost of fund+0.45% Surat jaminan
December 2017- Monthly dari/Letter of
29 Desember/ guarantee from
December 2018 PT Uni-Charm
Indonesia

USD USD 5,000,000 - - 29 Desember/ Bulanan/ Cost of fund+0.20% -


December 2017- Monthly
31 Desember/
December 2018

Jumlah pinjaman bank/Total bank loans 526,728

Lampiran - 51 - Schedule

F-135
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

15. PINJAMAN BANK (lanjutan) 15. BANK LOANS (continued)


31 Desember/December 2016
Pinjaman dalam
mata uang asing/ Periode Tingkat
Jumlah fasilitas/ Outstanding loan in Pinjaman dalam pembayaran bunga per
Total facility original currency jutaan Rupiah/ Periode bunga/ tahun/
Mata uang/ (jumlah penuh/ (jumlah penuh/ Outstanding loan pinjaman/ Interest Annual Jaminan/
Kreditur/Creditor Currency full amount) full amount) in million Rupiah Loan term payment period interest rate Guarantee

MUFG Bank, Ltd., Rupiah USD 60,000,000 Rp 701,000,000,000 701,000 31 Mei/May 2016- Bulanan/ JIBOR+0.35% -
cabang Jakarta/ (atau setara dengan/ 31 Mei/May 2017 Monthly
Jakarta branch or its equivalent in
JPY dan/and Rupiah)

USD USD 4,000,000 USD 2,450,000 32,918 16 November/ Bulanan/ JIBOR+0.2% Surat jaminan
November 2016- Monthly dari/Letter of
16 November/ guarantee from
November 2017 Unicharm Kokko
Nonwoven

PT Bank BTPN Tbk. Rupiah Rp 270,000,000,000 Rp 221,050,000,000 221,050 27 Desember/ Bulanan/ Cost of fund+0.45% Surat jaminan
December 2016- Monthly dari/Letter of
29 Desember/ guarantee from
December 2017 Unicharm Kokko
Nonwoven

USD USD 5,000,000 - - 27 Desember/ Bulanan/ Cost of fund+0.20% -


December 2017- Monthly
29 Desember/
December 2018

Jumlah pinjaman bank/Total bank loans 954,968

Dalam perjanjian pinjaman dengan MUFG Bank, In the loan agreement with MUFG Bank, Ltd.,
Ltd., cabang Jakarta, terdapat beberapa Jakarta branch, there are several restrictions that
pembatasan yang harus dipenuhi oleh Entitas Anak, have to be fulfilled by the Subsidiary, in which the
dimana Entitas Anak tidak diperbolehkan untuk Subsidiary is not allowed to conduct certain actions
melakukan beberapa hal tanpa persetujuan tertulis without prior written consent from MUFG Bank, Ltd.,
dari MUFG Bank, Ltd., cabang Jakarta, termasuk Jakarta branch, including the following: (1) sell, lease
diantaranya: (1) menjual, menyewakan dan and transfer assets except in its ordinary course of
memindahkan aset diluar kegiatan usaha sehari- business; (2) provide or obtain a loan except in its
hari; (2) memberikan atau memperoleh pinjaman ordinary course of business, enter into an
diluar kegiatan usaha sehari-hari, melakukan investment, increase equity participation with other
investasi dan meningkatkan partisipasi modal pada parties; (3) early settlement of other loans; (4)
pihak lain; (3) membayar pinjaman lainnya lebih acquire, purchase or lease assets except in its
awal; (4) memperoleh, membeli atau menyewa aset ordinary course of business; (5) merge with other
di luar kegiatan usahanya sehari-hari; (5) bergabung parties; and (6) act as a guarantor against any third
dengan pihak lain; dan (6) bertindak sebagai party obligations.
penjamin atas kewajiban pihak ketiga.

Lampiran - 52 - Schedule

F-136
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

16. LIABILITAS IMBALAN KERJA 16. EMPLOYEE BENEFITS OBLIGATION

Imbalan kerja karyawan pada tanggal 30 Juni 2019, The employee benefits obligation as at
31 Desember 2018, 2017 dan 2016 dihitung oleh PT 30 June 2019, 31 December 2018, 2017 and 2016
KAPPA Konsultan Utama, aktuaris independen. are calculated by PT KAPPA Konsultan Utama,
independent actuaries.

Liabilitas imbalan kerja yang diakui di laporan posisi The employee benefits obligation recognised in the
keuangan konsolidasian interim adalah sebagai interim consolidated statement of financial position
berikut: are as follows:

31 Desember/ 31 Desember/ 31 Desember/


30 Juni/ December December December
June 2019 2018 2017 2016

Nilai kini liabilitas Present value of defined


imbalan pasti 124,282 103,854 109,933 74,895 benefit obligation

Mutasi nilai kini liabilitas imbalan kerja adalah Movement in the present value of employee benefits
sebagai berikut: obligation are as follows:

31 Desember/ 31 Desember/ 31 Desember/


30 Juni/ December December December
June 2019 2018 2017 2016

Saldo awal 103,854 109,933 74,895 50,044 Beginning balance


Beban bersih yang
dibebankan Net expenses charged
ke laba rugi 12,626 21,502 22,671 16,934 to profit or loss
Pengukuran kembali: Remeasurement:
- Perubahan dalam Changes in financial -
asumsi keuangan 7,245 (38,470) 14,479 6,976 assumptions
- Perubahan dalam Changes in demographic -
asumsi demografis - 11,264 - - assumptions
- Penyesuaian
pengalaman Experience adjustments -
atas liabilitas 1,365 2,736 (1,035) 2,187 on obligation
Pembayaran manfaat (808) (3,111) (1,077) (1,246) Benefits paid

Saldo akhir 124,282 103,854 109,933 74,895 Ending balance

Beban imbalan kerja yang diakui di laporan laba rugi Amounts recognised in the interim consolidated
konsolidasian interim adalah: statement of profit or loss are as follows:

31 Desember/ 31 Desember/ 31 Desember/


30 Juni/ December December December
June 2019 2018 2017 2016

Biaya jasa kini 8,322 13,917 16,633 12,643 Current service cost
Biaya bunga bersih 4,304 7,585 6,038 4,291 Net interest cost

12,626 21,502 22,671 16,934

Asumsi aktuarial pokok yang digunakan adalah The principal actuarial assumptions used are as
sebagai berikut: follows:

31 Desember/ 31 Desember/ 31 Desember/


30 Juni/ December December December
June 2019 2018 2017 2016

Tingkat diskonto 7.9% 8.3% 6.9% 8.1% Discount rate


Tingkat kenaikan gaji di
masa datang 9.0% 8.0% - 9.0% 8.0% - 10.0% 8.0% - 10.0% Future salary increment rate

Lampiran - 53 - Schedule

F-137
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

16. LIABILITAS IMBALAN KERJA (lanjutan) 16. EMPLOYEE BENEFITS OBLIGATION (continued)

Sensitivitas liabilitas pensiun imbalan pasti untuk The sensitivity of the defined benefit pension
perubahan asumsi aktuarial pokok pada tanggal obligation to changes in the principal actuarial
30 Juni 2019 adalah sebagai berikut: assumptions as at 30 June 2019 are as follows:

Dampak pada liabilitas imbalan pasti/


Impact to defined benefit obligation
Perubahan asumsi/ Kenaikan asumsi/ Penurunan asumsi/
Change in assumption Increase in assumption Decrease in assumption

Tingkat diskonto/Discount rate 1% Penurunan sebesar/ Kenaikan sebesar/


Decrease by Rp 16,498 Increase by Rp 20,057

Tingkat kenaikan gaji/Salary increment rate 1% Kenaikan sebesar/ Penurunan sebesar/


Increase by Rp 20,455 Decrease by Rp 17,165

Analisis sensitivitas didasarkan pada perubahan The sensitivity analysis are based on a change in an
atas satu asumsi aktuarial dimana asumsi lainnya assumption while holding all other assumptions
dianggap konstan. Dalam prakteknya, hal ini jarang constant. In practice, this is unlikely to occur, and
terjadi dan perubahan beberapa asumsi mungkin changes in some of the assumptions may be
saling berkorelasi. Dalam perhitungan sensitivitas correlated. When calculating the sensitivity of the
liabilitas imbalan pasti atas asumsi aktuarial utama, defined benefit obligation to significant actuarial
metode yang sama (perhitungan nilai kini liabilitas assumptions, the same method (present value of the
imbalan pasti dengan menggunakan projected unit defined benefit obligation calculated with the
credit di akhir periode) telah diterapkan seperti projected unit credit method at the end of the
dalam penghitungan liabilitas pensiun yang diakui reporting period) has been applied as when
dalam laporan posisi keuangan konsolidasian calculating the pension benefit obligation recognised
interim. within the interim consolidated statements of
financial position.

Melalui program pensiun imbalan pasti, Perusahaan Through its defined benefit pension plans, the
dihadapkan pada sejumlah risiko, terutama dari Company is exposed to a number of risks, mainly
volatilitas dari asumsi pokok, termasuk tingkat from volatility of the principal assumptions, including
diskonto yang ditetapkan dengan mengacu pada discount rate set with reference to long-term
imbal hasil obligasi pemerintah jangka panjang. government bond yields. A decrease in government
Penurunan imbal hasil obligasi pemerintah akan bond yields will increase plan liabilities. The
meningkatkan liabilitas program. Perusahaan tidak Company does not have plan asset to partially offset
memiliki aset program yang dapat mengurangi the impact of the fluctuations. The Company actively
sebagian dampak dari fluktuasi tersebut. monitors the duration of the defined benefit
Perusahaan secara aktif memonitor durasi dari obligations, which have weighted average duration
liabilitas imbalan pasti, yang mana memiliki rata-rata of 15.43 years, to ensure availability of fund to settle
durasi 15,43 tahun, untuk memastikan ketersediaan the maturing obligations.
dana yang akan di bayarkan pada saat liabilitas
jatuh tempo.

Analisis jatuh tempo yang diharapkan dari imbalan Expected maturity analysis of undiscounted pension
pensiun yang tidak didiskontokan pada tanggal benefits as at 30 June 2019 are as follows:
30 Juni 2019 adalah sebagai berikut:

2019

Kurang dari satu tahun 1,392 Less than a year


Antara satu dan dua tahun 174 Between one and two years
Antara dua dan lima tahun 2,777 Between two and five years
Lebih dari lima tahun 3,137,247 More than five years

3,141,590

Lampiran - 54 - Schedule

F-138
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

17. MODAL SAHAM 17. SHARE CAPITAL

Pemegang saham Perusahaan pada tanggal s as at 30 June 2019


30 Juni 2019, 31 Desember 2018, 2017 dan 2016 and 31 December 2018, 2017 and 2016 were as
adalah sebagai berikut: follows:

Persentase
Jumlah saham/ kepemilikan/
Number of Percentage Jumlah/
shares of ownership Amount

Saham seri A Series A shares


Unicharm Corporation, Jepang 4,699 6% 20,325 Unicharm Corporation, Japan
PT Purinusa Ekapersada 1,651 2% 7,141 PT Purinusa Ekapersada

6,350 8% 27,466

Saham seri B Series B shares


Unicharm Corporation, Jepang 13,098 68% 225,745 Unicharm Corporation, Japan
PT Purinusa Ekapersada 4,602 24% 79,315 PT Purinusa Ekapersada

17,700 92% 305,060

Jumlah modal saham 24,050 100% 332,526 Total share capital

Lihat Catatan 32 untuk perubahan struktur saham Refer to Note 32 for the changes in share structure
yang terjadi setelah tanggal pelaporan. which occurred after the reporting date.

18. SELISIH KURS ATAS MODAL DISETOR 18. FOREIGN EXCHANGE DIFFERENCE ON PAID IN
CAPITAL

Akun ini merupakan selisih kurs antara kurs yang This account represents difference in exchange rate
ditentukan dalam Anggaran Dasar dan kurs aktual between the rate stated in the Articles of
pada tanggal dimana modal dalam mata uang asing Association and the actual rate on the date the
disetor oleh pemegang saham. foreign currency capital was contributed by the
shareholders.

19. PEMBENTUKAN UNTUK CADANGAN WAJIB 19. APPROPRIATION FOR STATUTORY RESERVE
MINIMUM

Berdasarkan Undang-Undang Perseroan Terbatas Under Limited Liability Company Law No. 40/2007,
No. 40/2007, perusahaan diharuskan membuat companies are required to set up a statutory
cadangan wajib sampai mencapai 20% dari modal reserve until reaching 20% of the issued and paid
saham yang ditempatkan dan disetor penuh. Saldo up share capital. The ba
laba Perusahaan yang ditetapkan untuk cadangan appropriated retained earnings for statutory reserve
wajib pada tanggal 30 Juni 2019, 31 Desember as at 30 June 2019, 31 December 2018, 2017 and
2018, 2017 dan 2016 adalah Rp 5,7 miliar. 2016 were Rp 5.7 billion.

Cadangan wajib sejumlah diatas dibuat sesuai The above statutory reserve is based on the
dengan Keputusan Pemegang Saham Perusahaan
yang tertuang dalam Akta Notaris No. 1 tanggal 10 notarised in the Notarial Deed No. 1 dated 10
September 2011 dari Fivie Fauziah Mansyur, S.H., September 2011 of Fivie Fauziah Mansyur, S.H.,
M.Kn. M.Kn.

Lihat Catatan 32 untuk peningkatan cadangan wajib Refer to Note 32 for the increase of the statutory
minimum yang terjadi setelah tanggal pelaporan. reserve which occurred after the reporting date.

Lampiran - 55 - Schedule

F-139
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

20. PENDAPATAN BERSIH 20. NET REVENUE


30 Juni/ 30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 June 2018 December 2018 December 2017 December 2016

Pihak berelasi
(Catatan 26b) 543,490 567,577 1,284,357 775,354 615,742 Related parties (Note 26b)
Pihak ketiga 4,494,889 4,104,873 8,640,667 8,007,137 8,195,344 Third parties

5,038,379 4,672,450 9,925,024 8,782,491 8,811,086

Dikurangi: Less:
- Retur penjualan
dan diskon (96,475) (41,188) (106,384) (34,540) (64,774) Sales return and discount -
- Promosi penjualan (732,502) (696,108) (1,468,057) (1,469,830) (1,933,428) Sales promotion -

Pendapatan bersih 4,209,402 3,935,154 8,350,583 7,278,121 6,812,884 Net revenue

Berikut ini adalah rincian pelanggan dan jumlah The following are the detail of customers and related
pendapatan terkait yang melebihi 10% dari jumlah revenue which exceed 10% of net revenue:
pendapatan bersih:
30 Juni/ 30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 June 2018 December 2018 December 2017 December 2016

PT Unirama Duta Niaga 1,043,955 1,064,892 2,174,745 2,439,065 2,218,709 PT Unirama Duta Niaga

21. BEBAN POKOK PENDAPATAN 21. COST OF REVENUE


30 Juni/ 30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 June 2018 December 2018 December 2017 December 2016

Bahan baku dan barang Raw materials and


setengah jadi semi-finished goods
- Awal periode/tahun 387,449 240,113 240,113 252,371 390,960 At the beginning of the period/year -
- Pembelian 2,579,780 2,410,156 5,210,926 4,304,168 4,233,752 Purchases -
- Akhir periode/tahun (326,189) (260,198) (387,449) (240,113) (252,371) At the end of the period/year -

Bahan baku yang digunakan 2,641,040 2,390,071 5,063,590 4,316,426 4,372,341 Raw materials used

Biaya tenaga kerja langsung 137,165 138,849 274,977 234,596 237,770 Direct labour costs

Biaya produksi tidak langsung Indirect production costs


Penyusutan (Catatan 12) 172,750 169,145 340,357 369,530 369,107 Depreciation (Note 12)
Sewa dan utilitas 94,991 93,956 191,013 183,179 174,695 Rent and utilities
Barang habis pakai
yang digunakan 72,431 52,229 113,378 65,091 69,117 Consumables used
Perbaikan dan
pemeliharaan 12,542 15,739 42,340 24,167 14,293 Repair and maintenance
Asuransi 5,475 5,316 12,494 12,260 12,042 Insurance
Jasa profesional 4,413 3,435 8,602 7,642 9,213 Professional fee
Pengamanan 2,502 2,346 4,733 820 - Security
Pengangkutan dan
perjalanan 2,339 3,437 6,374 5,401 6,553 Transportation and travelling
Perlengkapan 859 - 2,166 1,842 1,770 Supplies
(Pemulihan kembali)/
penurunan nilai (Recovery)/impairment of
persediaan (8,359) (2,992) 8,363 7,331 380 inventories
Lain-lain (masing-masing Others (each below
dibawah Rp 2 miliar) 3,634 4,287 7,200 11,552 11,711 Rp 2 billion)

Jumlah biaya produksi 3,141,782 2,875,818 6,075,587 5,239,837 5,278,992 Total production costs

Barang dalam proses Work in process


- Awal periode/tahun 2,280 6,575 6,575 5,781 18,761 At the beginning of the period/year -
- Penambahan 13,236 7,819 23,902 10,891 31,742 Addition -
- Akhir periode/tahun (1,181) (1,239) (2,280) (6,575) (5,781) At the end of the period/year -

Harga pokok produksi 3,156,117 2,888,973 6,103,784 5,249,934 5,323,714 Cost of goods manufactured

Barang jadi Finished goods


- Awal periode/tahun 278,384 230,136 230,136 249,823 215,052 At the beginning of the period/year -
- Penambahan 61,258 88,070 184,972 113,763 171,591 Addition -
- Akhir periode/tahun (325,924) (341,545) (278,384) (230,136) (249,823) At the end of the period/year -

Jumlah beban pokok pendapatan 3,169,835 2,865,634 6,240,508 5,383,384 5,460,534 Total cost of revenue

Tidak ada pembelian dari pemasok individu yang No purchases from individual supplier exceeded
melebihi 10% dari jumlah pendapatan bersih. 10% of the total net revenue.

Lihat Catatan 26b untuk rincian pembelian dari Refer to Note 26b for details of purchases from
pihak-pihak berelasi. related parties.

Lampiran - 56 - Schedule

F-140
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

22. BEBAN USAHA 22. OPERATING EXPENSES

a. Beban penjualan a. Selling expenses


30 Juni/ 30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 June 2018 December 2018 December 2017 December 2016

Pengangkutan 220,794 239,238 509,246 384,999 408,660 Freight


Royalti (Catatan 26b) 125,399 117,872 248,814 218,325 246,363 Royalty (Note 26b)
Gudang 125,762 121,497 246,489 276,042 305,346 Warehouse
Promosi penjualan 114,262 108,181 220,212 311,164 343,730 Sales promotion
Iklan dan pemasaran 59,319 48,314 131,655 81,198 86,754 Advertising and marketing
Komisi penjualan 13,581 4,094 17,173 20,073 17,072 Sales commission
Transportasi dan
perjalanan 10,588 10,047 22,290 19,656 15,367 Transportation and travelling
Riset pemasaran 6,620 7,276 20,057 16,823 17,931 Marketing research
Komunikasi 4,398 2,665 6,132 3,821 4,168 Communication
Riset dan
pengembangan 1,367 4,597 10,073 7,456 10,353 Research and development
Lain-lain (masing-masing
dibawah Rp 500 juta) 239 160 320 666 450 Others (each below Rp 500 million)

682,329 663,941 1,432,461 1,340,223 1,456,194

b. Beban umum dan administrasi b. General and administrative expenses


30 Juni/ 30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 June 2018 December 2018 December 2017 December 2016

Biaya karyawan 70,742 59,755 125,868 131,139 105,131 Employee costs


Jasa profesional 20,349 9,629 22,238 22,018 13,286 Professional fee
Penurunan nilai
piutang usaha 16,898 - 2,432 72,323 45,400 Impairment of trade receivables
Sewa dan utilitas 5,115 3,898 8,586 6,411 5,852 Rental and utilities
Penyusutan
(Catatan 12) 2,269 2,405 4,772 4,708 4,882 Depreciation (Note 12)
Perlengkapan 1,568 1,581 3,606 8,153 2,545 Supplies
Lain-lain (masing-masing
dibawah Rp 2 miliar) 5,625 482 6,712 3,838 3,969 Others (each below Rp 2 billion)

122,566 77,750 174,214 248,590 181,065

23. BIAYA KEUANGAN 23. FINANCE COSTS

Biaya keuangan merupakan beban bunga dari: Finance costs represent interest expenses from:
30 Juni/ 30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 June 2018 December 2018 December 2017 December 2016

- Pinjaman pihak berelasi


(Catatan 26b) 16,373 14,815 32,398 19,822 24,871 Intercompany loans (Note 26b) -
- Pinjaman bank 8,530 11,022 19,110 51,184 53,452 Bank loans -

24,903 25,837 51,508 71,006 78,323

24. LAIN-LAIN, BERSIH 24. OTHERS, NET


30 Juni/ 30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 June 2018 December 2018 December 2017 December 2016

Penghasilan atas jasa riset


dan pengembangan Research and development
(Catatan 26b) 3,217 3,280 4,859 7,341 9,381 service income (Note 26b)
(Kerugian)/keuntungan
penjualan aset tetap (Loss)/gain on sale of
(Catatan 12) (769) 454 272 (378) 1,302 fixed assets (Note 12)
Penalti dari pelanggan - - - 1 1,119 Penalty from customer
Lain-lain, bersih
(masing-masing Others, net
dibawah Rp 2 miliar) 1,491 3,107 1,379 (1,180) (1,066) (each below Rp 2 billion)

3,939 6,841 6,510 5,784 10,736

Lampiran - 57 - Schedule

F-141
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

25. LABA/(RUGI) PER SAHAM 25. EARNINGS/(LOSSES) PER SHARE

Laba per saham dasar dihitung dengan membagi Basic earnings per share is calculated by dividing
laba yang diatribusikan kepada pemilik entitas induk profit attributable to the owners of the parent by the
dengan jumlah rata-rata tertimbang saham biasa weighted average number of ordinary shares
yang beredar pada periode bersangkutan. outstanding during the period.
30 Juni/ 30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 June 2018 December 2018 December 2017 December 2016

Laba/(rugi) per saham: Earnings/(losses) per share:


Laba/(rugi) yang diatribusikan
kepada pemilik Profit/(loss) attributable
entitas induk 153,909 89,098 181,256 110,198 (278,024) to the owners of parent
Rata-rata tertimbang jumlah Weighted average number of
saham biasa yang beredar ordinary shares outstanding
- dasar dan dilusian 24,050 24,050 24,050 24,050 24,050 - basic and diluted

Laba/(rugi) per saham -


dasar dan dilusian Earnings/(losses) per share -
(jumlah penuh) 6,399,543 3,704,698 7,536,632 4,582,037 (11,560,250) basic and diluted (full amount)

Pada tanggal 30 Juni 2019, 31 Desember 2018, As at 30 June 2019, 31 December 2018, 2017 and
2017 dan 2016, Grup tidak memiliki instrumen yang 2016, the Group has no instruments with potentially
berpotensi menjadi saham biasa yang bersifat dilutive ordinary shares.
dilutif.

26. INFORMASI PIHAK-PIHAK BERELASI 26. RELATED PARTIES INFORMATION

a. Sifat hubungan dan transaksi a. Nature of relationship and transaction

Pihak berelasi/ Sifat hubungan/ Sifat transaksi/


Related parties Nature of relationship Nature of transactions

Unicharm Corporation Entitas induk/Parent entity Pembelian aset tetap, pembelian


persediaan, biaya royalti, penghasilan
atas jasa penelitian dan pengembangan,
penjualan barang, biaya keuangan,
piutang usaha, piutang lain-lain, utang
usaha, utang lain-lain, akrual royalti,
akrual jasa profesional dan akrual biaya
keuangan/
Purchase of fixed assets, purchase
of materials, royalty fee, research and
development service income, sales
of goods, finance costs, trade
receivables, other receivables, trade
payables, other payables, accrued
royalty, accrued professional fees and
accrued finance costs

Unicharm Kokko Nonwoven Co., Ltd. Entitas sepengendali/ Penjualan barang, biaya royalti,
Entity under common control pembelian aset tetap, piutang usaha,
piutang lain-lain, utang lain-lain,
dan akrual royalti/
Sales of goods, royalty fee,
purchase of fixed assets, trade
receivables, other receivables,
other payables, and accrued royalty

Diana Unicharm Joint Stock Company Entitas sepengendali/ Penjualan barang, pembelian
Entity under common control persediaan, piutang usaha
piutang lain-lain, dan utang lain-lain/
Sales of goods, purchase
of materials, trade receivables,
other receivables and other payables

Unicharm Australasia Pty Ltd. Entitas sepengendali/ Penjualan barang, piutang usaha,
Entity under common control piutang lain-lain, dan utang lain-lain/
Sales of goods, trade receivables
other receivables and other payables

Lampiran - 58 - Schedule

F-142
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

26. INFORMASI PIHAK-PIHAK BERELASI (lanjutan) 26. RELATED PARTIES INFORMATION (continued)

a. Sifat hubungan dan transaksi (lanjutan) a. Nature of relationship and transaction


(continued)

Pihak berelasi/ Sifat hubungan/ Sifat transaksi/


Related parties Nature of relationship Nature of transactions

Uni-Charm Corporation Sdn. Bhd. Entitas sepengendali/ Penjualan barang, piutang usaha,
Entity under common control piutang lain-lain, dan utang lain-lain/
Sales of goods, trade receivables,
other receivables, and other payables

Unicharm Consumer Products Entitas sepengendali/ Penjualan barang, piutang usaha dan
(China) Co., Ltd. Entity under common control piutang lain-lain/
Sales of goods, trade receivables
and other receivables

Unicharm Consumer Products Entitas sepengendali/ Penjualan barang dan piutang usaha/
(Tianjin) Co., Ltd. Entity under common control Sales of goods and trade receivables

Unicharm India Private Ltd. Entitas sepengendali/ Penjualan barang, piutang usaha,
Entity under common control piutang lain-lain, dan utang lain-lain/
Sales of goods, trade receivables,
other receivables and other payables

Unicharm (Philippines) Corp. Entitas sepengendali/ Komisi penjualan, piutang lain-lain,


Entity under common control utang lain-lain, dan akrual komisi
penjualan/
Sales commission, other receivables,
other payables, and accrued sales
commission

Uni-Charm (Thailand) Co., Ltd. Entitas sepengendali/ Penjualan barang, pembelian


Entity under common control persediaan, piutang usaha, piutang
lain-lain, utang usaha dan utang lain-lain/
Sales of goods, purchase of
materials, trade receivables, other

Unicharm Product Co., Ltd. Entitas sepengendali/ Piutang lain-lain dan utang lain-lain/
Entity under common control Other receivables and other payables

Peparlet Co., Ltd. Entitas sepengendali/ Piutang lain-lain/Other receivables


Entity under common control

PT DSG Surya Mas Trading Entitas sepengendali/ Penjualan barang dan piutang usaha/
Indonesia Entity under common control Sales of goods and trade receivables

PT DSG Surya Mas Indonesia Entitas sepengendali/ Pembelian persediaan/


Entity under common control Purchase of materials

PT Pindo Deli Pulp and Paper Mills Entitas anak dari pemegang saham/ Pembelian persediaan dan utang usaha/
Subsidiary of shareholder Purchase of materials and trade
payables

PT Cakrawala Mega Indah Entitas anak dari pemegang saham/ Pembelian persediaan dan utang usaha/
Subsidiary of shareholder Purchase of materials and trade
payables

Dewan Komisaris dan Direksi/ Personnel manajemen kunci/ Remunerasi/Remuneration


Board of Commissioners Key management personnel
and Directors

Lampiran - 59 - Schedule

F-143
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

26. INFORMASI PIHAK-PIHAK BERELASI (lanjutan) 26. RELATED PARTIES INFORMATION (continued)

b. Transaksi signifikan dengan pihak berelasi b. Significant transactions with related


parties
30 Juni/ 30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 June 2018 December 2018 December 2017 December 2016

Penjualan barang Sales of goods


Unicharm Australasia
Pty Ltd. 199,674 130,601 304,432 244,224 183,880 Unicharm Australasia Pty Ltd.
Uni-Charm Corporation Uni-Charm Corporation
Sdn. Bhd. 184,834 127,196 300,272 236,576 222,824 Sdn. Bhd.
Unicharm Kokko Unicharm Kokko
Nonwoven Co., Ltd. 63,643 79,121 157,849 160,615 132,967 Nonwoven Co., Ltd.
Diana Unicharm Joint Diana Unicharm Joint
Stock Company 40,913 28,462 66,542 50,267 30,837 Stock Company
Unicharm India
Private Ltd. 22,786 195,483 445,434 71,536 11,257 Unicharm India Private Ltd.
PT DSG Surya Mas PT DSG Surya Mas
Trading Indonesia 14,641 - - - - Trading Indonesia
Unicharm Consumer
Products (Tianjin) Unicharm Consumer
Co., Ltd. 6,944 - - - - Products (Tianjin) Co., Ltd.
Unicharm Consumer
Products (China) Unicharm Consumer
Co., Ltd. 5,331 - 150 - 30,379 Products (China) Co., Ltd.
Uni-Charm (Thailand)
Co., Ltd. 4,724 6,714 9,678 12,135 3,598 Uni-Charm (Thailand) Co., Ltd.
Unicharm Corporation - - - 1 - Unicharm Corporation

543,490 567,577 1,284,357 775,354 615,742

Persentase dari jumlah


pendapatan bersih 12.91% 14.42% 15.38% 10.65% 9.04% Percentage to total net sales

Pembelian aset tetap Purchase of fixed assets


Unicharm Corporation 14,364 - 61,295 - 12,173 Unicharm Corporation
Unicharm Kokko Unicharm Kokko
Nonwoven Co., Ltd. - - 2,557 - 2,432 Nonwoven Co., Ltd.

14,364 - 63,852 - 14,605

Persentase dari jumlah Percentage to total


pembelian aset tetap 36.64% 0.00% 56.78% 0.00% 19.00% addition of fixed assets

Pembelian persediaan Purchase of materials


Uni-Charm (Thailand)
Co., Ltd. 65,393 83,242 186,417 128,486 161,196 Uni-Charm (Thailand) Co., Ltd.
PT Pindo Deli Pulp and PT Pindo Deli Pulp and
Paper Mills 16,996 16,699 23,211 43,244 38,401 Paper Mills
PT Cakrawala
Mega Indah 12,594 11,585 30,851 23,881 21,588 PT Cakrawala Mega Indah
PT DSG Surya Mas
Indonesia 2,485 - - - - PT DSG Surya Mas Indonesia
Unicharm Corporation 914 - - - 204 Unicharm Corporation
Diana Unicharm Joint Diana Unicharm
Stock Company - - - - 25,861 Joint Stock Company

98,382 111,526 240,479 195,611 247,250

Persentase dari jumlah


beban pokok Percentage to total
pendapatan 3.10% 3.89% 3.85% 3.63% 4.53% cost of revenue

Biaya royalti Royalty fee


Unicharm Corporation 124,540 117,296 247,546 217,530 245,690 Unicharm Corporation
Unicharm Kokko Unicharm Kokko
Nonwoven Co., Ltd. 859 576 1,268 795 673 Nonwoven Co., Ltd.

125,399 117,872 248,814 218,325 246,363

Persentase dari jumlah Percentage to total


beban penjualan 17.93% 17.75% 17.37% 16.29% 16.92% selling expenses

Penghasilan atas
jasa riset dan Research and development
pengembangan service income
Unicharm Corporation 3,217 3,280 4,859 7,341 9,381 Unicharm Corporation

Persentase dari
pendapatan lain-lain 24.24% 20.20% 10.09% 11.46% 17.82% Percentage to other income

Biaya keuangan Finance costs


Unicharm Corporation 16,373 14,815 32,398 19,822 24,871 Unicharm Corporation

Persentase dari jumlah


biaya keuangan 65.75% 57.34% 62.89% 27.92% 31.75% Percentage to total finance costs

Lampiran - 60 - Schedule

F-144
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

26. INFORMASI PIHAK-PIHAK BERELASI (lanjutan) 26. RELATED PARTIES INFORMATION (continued)

b. Transaksi signifikan dengan pihak berelasi b. Significant transactions with related parties
(lanjutan) (continued)
30 Juni/ 30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 June 2018 December 2018 December 2017 December 2016

Komisi penjualan Sales commission


Unicharm (Philippines)
Corp. 13,581 4,094 17,173 19,979 16,895 Unicharm (Philippines) Corp.

Persentase dari jumlah Percentage to total selling


beban penjualan 1.94% 0.62% 1.20% 1.49% 1.16% expenses

c. Saldo dengan pihak berelasi c. Significant balances with related parties


30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 December 2018 December 2017 December 2016

Piutang usaha Trade receivables


Uni-Charm Corporation Uni-Charm Corporation
Sdn. Bhd. 85,657 68,021 53,456 48,070 Sdn. Bhd.
Unicharm Australasia
Pty Ltd. 72,211 72,522 45,786 33,601 Unicharm Australasia Pty. Ltd.
PT DSG Surya Mas PT DSG Surya Mas
Trading Indonesia 16,105 - - - Trading Indonesia
Diana Unicharm Joint Diana Unicharm
Stock Company 13,444 14,354 8,829 3,970 Joint Stock Company
Unicharm Kokko Unicharm Kokko
Nonwoven Co., Ltd. 6,972 9,548 11,571 12,424 Nonwoven Co., Ltd.
Unicharm India
Private Ltd. 3,459 50,605 70,203 - Unicharm India Private Ltd.
Unicharm Consumer
Products (Tianjin) Unicharm Consumer
Co., Ltd. 3,249 - - - Product (Tianjin) Co., Ltd.
Unicharm Consumer
Products (China) Unicharm Consumer
Co., Ltd. 2,453 151 - - Product (China) Co., Ltd.
Uni-Charm (Thailand)
Co., Ltd. 1,113 550 858 1,882 Uni-Charm (Thailand) Co., Ltd.
Unicharm Corporation - - 1 - Unicharm Corporation

204,663 215,751 190,704 99,947

Persentase dari
jumlah aset 2.82% 3.01% 2.71% 1.38% Percentage to total assets

Piutang lain-lain Other receivables


Unicharm India
Private Ltd. 59,231 - - - Unicharm India Private Ltd.
Unicharm Corporation 12,009 11,177 17,576 14,641 Unicharm Corporation
Peparlet Co., Ltd. 433 924 334 - Peparlet Co., Ltd.
Uni-Charm Corporation Uni-Charm Corporation
Sdn. Bhd. 6 2 - 639 Sdn. Bhd.
Unicharm (Philippines)
Corp. 5 - - - Unicharm (Philippines) Corp.
Diana Unicharm Joint Diana Unicharm
Stock Company 1 - - - Joint Stock Company
Unicharm Kokko Unicharm Kokko
Nonwoven Co., Ltd. - 57 - - Nonwoven Co., Ltd.
Unicharm Product
Co., Ltd. - 33 2 - Unicharm Product Co., Ltd.
Unicharm Australasia
Pty Ltd. - 7 80 - Unicharm Australasia Pty Ltd.
Unicharm Consumer
Products (China) Unicharm Consumer
Co., Ltd. - - - 173 Products (China) Co., Ltd.
Uni-Charm (Thailand)
Co., Ltd. - - - 2 Uni-Charm (Thailand) Co., Ltd.

71,685 12,200 17,992 15,455

Persentase dari
jumlah aset 0.99% 0.17% 0.26% 0.21% Percentage to total assets

Lampiran - 61 - Schedule

F-145
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

26. INFORMASI PIHAK-PIHAK BERELASI (lanjutan) 26. RELATED PARTIES INFORMATION (continued)

c. Saldo dengan pihak berelasi (lanjutan) c. Significant balances with related parties
(continued)
30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 December 2018 December 2017 December 2016

Utang usaha Trade payables


Uni-Charm (Thailand)
Co., Ltd. 22,326 38,476 19,034 21,148 Uni-Charm (Thailand) Co., Ltd.
PT Cakrawala
Mega Indah 4,095 4,173 4,696 3,873 PT Cakrawala Mega Indah
PT Pindo Deli Pulp PT Pindo Deli Pulp and
and Paper Mills 3,054 4,010 8,898 6,867 Paper Mills
Unicharm Corporation 248 - - - Unicharm Corporation

29,723 46,659 32,628 31,888

Persentase dari
jumlah liabilitas 0.69% 1.06% 0.73% 0.68% Percentage to total liabilities

Utang lain-lain Other payables


Unicharm Corporation 15,067 15,672 9,378 10,652 Unicharm Corporation
Unicharm India
Private Ltd. 1,555 229 - - Unicharm India Private Ltd.
Unicharm Product
Co., Ltd. 207 217 159 369 Unicharm Product Co., Ltd.
Unicharm Australasia
Pty Ltd. 164 - - - Unicharm Australasia Pty Ltd.
Uni-Charm (Thailand)
Co., Ltd. 13 5 2 - Uni-Charm (Thailand) Co., Ltd.
Uni-Charm Corporation Uni-Charm Corporation
Sdn. Bhd. 1 2 - - Sdn. Bhd.
Unicharm (Philippines)
Corp. - 7,095 3,657 3,509 Unicharm (Philippines) Corp.
Unicharm Kokko Unicharm Kokko
Nonwoven Co., Ltd. - 62 25,439 32,108 Nonwoven Co., Ltd.
Diana Unicharm Joint Diana Unicharm
Stock Company - - - 12 Joint Stock Company

17,007 23,282 38,635 46,650

Persentase dari
jumlah liabilitas 0.39% 0.53% 0.87% 1.00% Percentage to total liabilities

Akrual royalti Accrued royalty


Unicharm Corporation 62,749 63,269 61,659 60,035 Unicharm Corporation
Unicharm Kokko Unicharm Kokko
Nonwoven Co., Ltd. 1,550 691 2,405 1,610 Nonwoven Co., Ltd.

64,299 63,960 64,064 61,645

Persentase dari
jumlah liabilitas 1.49% 1.46% 1.44% 1.32% Percentage to total liabilities

Akrual komisi penjualan Accrued sales commission


Unicharm (Philippines)
Corp 6,829 - 1,954 1,560 Unicharm (Philippines) Corp.

Persentase dari
jumlah liabilitas 0.16% 0% 0,04% 0,03% Percentage to total liabilities

Akrual jasa profesional Accrued professional fees


Unicharm Corporation 4,286 - - - Unicharm Corporation

Persentase dari
jumlah liabilitas 0.10% 0% 0% 0% Percentage to total liabilities

Akrual biaya keuangan Accrued finance costs


Unicharm Corporation 1,205 1,344 995 1,009 Unicharm Corporation

Persentase dari
jumlah liabilitas 0.03% 0.03% 0.02% 0.02% Percentage to total liabilities

Lampiran - 62 - Schedule

F-146
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

26. INFORMASI PIHAK-PIHAK BERELASI (lanjutan) 26. RELATED PARTIES INFORMATION (continued)

d. Remunerasi personil manajemen kunci d. Key management personnel remuneration

Gaji dan imbalan jangka pendek yang Salary and short-term benefits paid to the
dibayarkan kepada personil manajemen kunci key management personnel for the
untuk tahun-tahun yang berakhir pada tanggal years ended 30 June 2019 and 2018; 31
30 Juni 2019 dan 2018; 31 Desember 2018, December 2018, 2017 and 2016 are amounting
2017 dan 2016 masing-masing adalah sebesar to Rp 5 billion, Rp 6.4 billion, Rp 10.7 billion, Rp
Rp 5 miliar, Rp 6,4 miliar, Rp 10,7 miliar, Rp 8,9 8.9 billion and Rp 5.7 billion, respectively.
miliar dan Rp 5,7 miliar.

e. Perjanjian dengan pihak berelasi e. Agreements with related parties

Perjanjian perizinan dan merek dagang Licensing and trademark agreement

Pada tanggal 26 Januari 1998, Perusahaan On 26 January 1998, the Company entered into
mengadakan perjanjian dengan Unicharm an agreement with Unicharm Corporation,
Corporation, entitas induk, dimana entitas induk parent entity, wherein the parent entity granted
tersebut memberikan izin kepada Perusahaan the Company permission to utilise
untuk menggunakan lisensi manufaktur dan
merek dagang produk. Sebagai kompensasi, As a compensation, the Company pays a
Perusahaan membayar royalti (2% untuk royalty fee (2% for licensed products and 1% for
produk berlisensi dan 1% untuk merek dagang the trademark of the products) based on the net
produk) berdasarkan penjualan bersih untuk sales for certain products. This agreement was
produk tertentu. Perjanjian ini diperpanjang extended on 1 January 2017 and shall continue
pada tanggal 1 Januari 2017 dan akan berlaku in effect for three years.
selama tiga tahun.

Untuk periode yang berakhir 30 Juni 2019, For the period ended 30 June 2019, total royalty
jumlah royalti yang timbul sehubungan dengan fee incurred in connection with this agreement
perjanjian ini adalah sebesar Rp 123,7 miliar amounted to Rp 123.7 billion (30 June 2018: Rp
(30 Juni 2018: Rp 116,5 miliar, 31 Desember 116.5 billion, 31 December 2018: Rp 249 billion,
2018: Rp 249 miliar, 31 Desember 2017: Rp 31 December 2017: Rp 218 billion, 31
218 miliar, 31 Desember 2016: Rp 246 miliar), December 2016: Rp 246 billion), which is
yang dicatat sebagai bagian dari beban recorded as part of selling expenses.
penjualan.

Perjanjian komisi penjualan Sales commission agreement

Pada tanggal 1 Januari 2013, Perusahaan On 1 January 2013, the Company entered into
mengadakan perjanjian dengan Unicharm an agreement with Unicharm (Philippines) Corp.
(Philippines) Corp. assists the Company to
membantu Perusahaan untuk mengawasi monitor the performance of Federated
kinerja dari
importir dan distributor eksklusif Filipina untuk Philippines importer and distributor for the
produk-produk Perusahaan. Sebagai
kompensasi, Perusahaan akan membayar Company shall pay commissions at certain
komisi dengan tarif tertentu berdasarkan jumlah rates based on amount of orders placed by FDI.
pesanan dari FDI. Perjanjian ini berlaku untuk This agreement is valid for an unspecified time.
waktu yang tidak ditentukan.
Untuk periode yang berakhir 30 Juni 2019, For the period ended 30 June 2019, total sales
jumlah komisi penjualan yang timbul commission incurred in connection with this
sehubungan dengan perjanjian ini adalah agreement amounted to Rp 13 billion (30 June
sebesar Rp 13 miliar (30 Juni 2018: Rp 4 miliar, 2018: Rp 4 billion, 31 December 2018: Rp 17
31 Desember 2018: Rp 17 miliar, 31 Desember billion, 31 December 2017: Rp 20 billion, 31
2017: Rp 20 miliar, 31 Desember 2016: Rp 17 December 2016: Rp 17 billion), which is
miliar), yang dicatat sebagai bagian dari beban recorded as part of selling expenses.
penjualan.
Lampiran - 63 - Schedule

F-147
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

26. INFORMASI PIHAK-PIHAK BERELASI (lanjutan) 26. RELATED PARTIES INFORMATION (continued)

e. Perjanjian dengan pihak berelasi (lanjutan) e. Agreements with related parties (continued)

Perjanjian jasa riset dan pengembangan Research and development service


agreement

Pada 1 Januari 2016, Perusahaan mengadakan On 1 January 2016, the Company entered into a
perjanjian jasa riset dan pengembangan research and development service agreement
dengan Unicharm Corporation, dimana with Unicharm Corporation, in which the
Perusahaan setuju untuk melakukan dan Company agreed to undertake and carry out the
memberikan jasa yang terkait dengan penelitian services related to market research and
dan pengembangan pasar serta melaporkan development and report the result to Unicharm
hasilnya kepada Unicharm Corporation. Corporation. Unicharm Corporation shall pay
Unicharm Corporation akan membayar jumlah the total sum of the expenses incurred plus
total biaya yang terjadi ditambah biaya jasa service fee amounting to 5%.
sebesar 5%.

Untuk periode yang berakhir 30 Juni 2019, For the year ended 30 June 2019, total research
jumlah penghasilan atas jasa riset dan and development service income incurred in
pengembangan yang timbul sehubungan connection with this agreement amounted to Rp
dengan perjanjian ini adalah sebesar Rp 3,2 3.2 billion (30 June 2018: Rp 3.3 billion, 31
miliar (30 Juni 2018: Rp 3,3 miliar, 31 December 2018: Rp 4.9 billion, 31 December
Desember 2018: Rp 4,9 miliar, 31 Desember 2017: Rp 7.3 billion, 31 December 2016: Rp 9.4
2017: Rp 7,3 miliar, 31 Desember 2016: Rp 9,4 billion), which is recorded as part of other
miliar), yang dicatat sebagai bagian dari income.
penghasilan lain-lain.

Perjanjian lisensi License agreement

Pada bulan Desember 2014, Entitas Anak In December 2014, the Subsidiary entered into
mengadakan perjanjian lisensi dengan license agreement with Unicharm Kokko
Unicharm Kokko Nonwoven Co., Ltd., yang Nonwoven Co., Ltd., which was effective on
efektif pada tanggal 1 Januari 2015. Selain itu, 1 January 2015. In addition, the Subsidiary also
Entitas Anak juga mengadakan perjanjian entered into license agreement in March 2015
lisensi pada bulan Maret 2015 dengan with Unicharm Corporation, which was effective
Unicharm Corporation, yang efektif pada on 1 April 2015. Under these agreements, the
tanggal 1 April 2015. Dalam perjanjian tersebut, Subsidiary is allowed to use and apply licenses
Entitas Anak diijinkan untuk menggunakan under registered trademarks owned by
lisensi di bawah merek dagang terdaftar yang Unicharm Kokko Nonwoven Co., Ltd. and
dimiliki oleh Unicharm Kokko Nonwoven Co., Unicharm Corporation on the products
Ltd. dan Unicharm Corporation untuk produk manufactured in Indonesia. As compensation,
yang diproduksi di Indonesia. Sebagai the Subsidiary shall pay an annual royalty at
kompensasi, Entitas Anak harus membayar 2% of net sales to each related party. In
royalti tahunan sebesar 2% dari penjualan addition, the Subsidiary shall purchase the
bersih untuk masing-masing pihak berelasi. machineries and equipments necessary to
Selain itu, Entitas Anak diharuskan membeli manufacture the products either from Unicharm
mesin dan peralatan yang diperlukan untuk Kokko Nonwoven Co., Ltd., Unicharm
memproduksi produk terkait dari Unicharm Corporation, or other suppliers approved by
Kokko Nonwoven Co., Ltd., Unicharm each related party. The agreement period is
Corporation, atau pemasok lain yang disetujui 3 years until 31 December 2017 and
oleh masing-masing pihak berelasi. Periode 31 March 2017. It will still be valid unless both
perjanjian ini adalah 3 tahun sampai dengan parties agree to terminate.
31 Desember 2017 dan 31 Maret 2017.
Perjanjian ini akan tetap berlaku hingga kedua
belah pihak setuju untuk diberhentikan.

Lampiran - 64 - Schedule

F-148
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

26. INFORMASI PIHAK-PIHAK BERELASI (lanjutan) 26. RELATED PARTIES INFORMATION (continued)

e. Perjanjian dengan pihak berelasi (lanjutan) e. Agreements with related parties (continued)

Perjanjian lisensi (lanjutan) License agreement (continued)

Untuk periode yang berakhir 30 Juni 2019, For the period ended 30 June 2019, total
jumlah biaya royalti terkait dengan perjanjian ini royalty fee incurred in connection with this
adalah sebesar Rp 1,7 miliar (30 Juni 2018: Rp agreement amounted to Rp 1.7 billion (30 June
1,3 miliar, 31 Desember 2018: Rp 1,3 miliar, 31 2018: Rp 1.3 billion, 31 December 2018: Rp 1.3
Desember 2017: Rp 795 juta, 31 Desember billion, 31 December 2017: Rp 795 million, 31
2016: Rp 673 juta), yang dicatat sebagai beban December 2016: Rp 673 million), which is
penjualan. recorded as part of selling expenses.

Perjanjian pinjaman Loan agreements

Grup memiliki beberapa perjanjian pinjaman The Group have several loan agreements with
dengan Unicharm Corporation, entitas induk. Unicharm Corporation, its parent entity. These
Pinjaman ini tidak dijamin dan akan dilunasi loans are unsecured and will be repaid at the
sesuai dengan tanggal jatuh tempo. maturity dates.

Tabel berikut memberikan informasi yang The following table provides detailed
berkaitan dengan pinjaman dari pemegang
saham:

30 Juni/June 2019
Jumlah pinjaman
dalam mata uang asing
(jumlah penuh)/
Tingkat Outstanding amount
Periode pinjaman/ bunga kontraktual/ in foreign currency Setara Rupiah/
Loan period Contractual interest rates (full amount) Rupiah equivalent

29 Mei 2012 31 Desember 2021/ LIBOR 6 bulan + 0,5%/


29 May 2012 31 December 2021 LIBOR 6 months + 0.5% USD 21,000,000 296,961
29 Juni 2012 31 Desember 2021/ LIBOR 6 bulan + 0,5%/
29 June 2012 31 December 2021 LIBOR 6 months + 0.5% USD 2,400,000 33,938
2 April 2013 31 Desember 2021/ LIBOR 6 bulan + 0,5%/
2 April 2013 31 December 2021 LIBOR 6 months + 0.5% USD 20,000,000 282,820
20 September 2013 19 September 2023/ LIBOR 6 bulan + 0,5%/
20 September 2013 19 September 2023 a) LIBOR 6 months + 0.5% USD 5,500,001 77,776
21 April 2014 20 April 2022/ LIBOR 6 bulan + 0,5%/
21 April 2014 20 April 2022 a) LIBOR 6 months + 0.5% USD 4,285,720 60,604
31 Oktober 2015 31 Desember 2021/ JBA TIBOR 6 bulan + 0,5%/
31 October 2015 31 December 2021 JBA TIBOR 6 months + 0.5% JPY 8,643,254,951 1,135,638

1,887,737

Bagian jangka pendek/Current portion (37,485)

Bagian jangka panjang/Non-current portion 1,850,252

a)
Pinjaman-pinjaman ini mensyaratkan cicilan tahunan/These loans require annual installments.

Lampiran - 65 - Schedule

F-149
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

26. INFORMASI PIHAK-PIHAK BERELASI (lanjutan) 26. RELATED PARTIES INFORMATION (continued)

e. Perjanjian dengan pihak berelasi (lanjutan) e. Agreements with related parties (continued)

Perjanjian pinjaman (lanjutan) Loan agreements (continued)


31 Desember/December 2018
Jumlah pinjaman
dalam mata uang asing
(jumlah penuh)/
Tingkat Outstanding amount
Periode pinjaman/ bunga kontraktual/ in foreign currency Setara Rupiah/
Loan period Contractual interest rates (full amount) Rupiah equivalent

29 Mei 2012 31 Desember 2021/ LIBOR 6 bulan + 0,5%/


29 May 2012 31 December 2021 LIBOR 6 months + 0.5% USD 21,000,000 304,101
29 Juni 2012 31 Desember 2021/ LIBOR 6 bulan + 0,5%/
29 June 2012 31 December 2021 LIBOR 6 months + 0.5% USD 2,400,000 34,754
2 April 2013 31 Desember 2021/ LIBOR 6 bulan + 0,5%/
2 April 2013 31 December 2021 LIBOR 6 months + 0.5% USD 20,000,000 289,620
20 September 2013 19 September 2023/ LIBOR 6 bulan + 0,5%/
20 September 2013 19 September 2023 a) LIBOR 6 months + 0.5% USD 6,111,112 88,495
21 April 2014 20 April 2022/ LIBOR 6 bulan + 0,5%/
21 April 2014 20 April 2022 a) LIBOR 6 months + 0.5% USD 5,000,005 72,405
31 Oktober 2015 31 Desember 2021/ JBA TIBOR 6 bulan + 0,5%/
31 October 2015 31 December 2021 JBA TIBOR 6 months + 0.5% JPY 8,643,254,951 1,133,304

1,922,679

Bagian jangka pendek/Current portion (38,386)

Bagian jangka panjang/Non-current portion 1,884,293

31 Desember/December 2017
Jumlah pinjaman
dalam mata uang asing
(jumlah penuh)/
Tingkat Outstanding amount
Periode pinjaman/ bunga kontraktual/ in foreign currency Setara Rupiah/
Loan period Contractual interest rates (full amount) Rupiah equivalent

29 Juli 2011 31 Desember 2021/ LIBOR 6 bulan + 0,5%/


29 July 2011 31 December 2021 b) LIBOR 6 months + 0.5% USD 800,000 10,838
30 November 2011 31 Desember 2021/ LIBOR 6 bulan + 0,5%/
30 November 2011 31 December 2021 b) LIBOR 6 months + 0.5% USD 10,000,000 135,480
22 Desember 2011 31 Desember 2021/ LIBOR 6 bulan + 0,5%/
22 December 2011 31 December 2021 b) LIBOR 6 months + 0.5% USD 1,600,000 21,677
29 Mei 2012 31 Desember 2021/ LIBOR 6 bulan + 0,5%/
29 May 2012 31 December 2021 LIBOR 6 months + 0.5% USD 21,000,000 284,508
29 Juni 2012 31 Desember 2021/ LIBOR 6 bulan + 0,5%/
29 June 2012 31 December 2021 LIBOR 6 months + 0.5% USD 2,400,000 32,515
2 April 2013 31 Desember 2021/ LIBOR 6 bulan + 0,5%/
2 April 2013 31 December 2021 LIBOR 6 months + 0.5% USD 20,000,000 270,960
20 September 2013 19 September 2023/ LIBOR 6 bulan + 0,5%/
20 September 2013 19 September 2023 a) LIBOR 6 months + 0.5% USD 7,333,334 99,352
21 April 2014 20 April 2022/ LIBOR 6 bulan + 0,5%/
21 April 2014 20 April 2022 a) LIBOR 6 months + 0.5% USD 6,428,575 87,094
31 Oktober 2015 31 Desember 2021/ JBA TIBOR 6 bulan + 0,5%/
31 October 2015 31 December 2021 JBA TIBOR 6 months + 0.5% JPY 8,643,254,951 1,039,093

1,981,517

Bagian jangka pendek/Current portion (35,913)

Bagian jangka panjang/Non-current portion 1,945,604

a)
Pinjaman-pinjaman ini mensyaratkan cicilan tahunan/These loans require annual installments.
b)
Pinjaman-pinjaman ini telah dilunasi pada tahun 2018, sebelum tanggal jatuh temponya/These loans have been repaid in 2018, earlier from its maturity dates.

Lampiran - 66 - Schedule

F-150
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

26. INFORMASI PIHAK-PIHAK BERELASI (lanjutan) 26. RELATED PARTIES INFORMATION (continued)

e. Perjanjian dengan pihak berelasi (lanjutan) e. Agreements with related parties (continued)

Perjanjian pinjaman (lanjutan) Loan agreements (continued)


31 Desember/December 2016
Jumlah pinjaman
dalam mata uang asing
(jumlah penuh)/
Tingkat Outstanding amount
Periode pinjaman/ bunga kontraktual/ in foreign currency Setara Rupiah/
Loan period Contractual interest rates (full amount) Rupiah equivalent

29 Juli 2011 31 Desember 2021/ LIBOR 6 bulan + 0,5%/


29 July 2011 31 December 2021 LIBOR 6 months + 0.5% USD 800,000 10,749
30 November 2011 31 Desember 2021/ LIBOR 6 bulan + 0,5%/
30 November 2011 31 December 2021 LIBOR 6 months + 0.5% USD 10,000,000 134,360
22 Desember 2011 31 Desember 2021/ LIBOR 6 bulan + 0,5%/
22 December 2011 31 December 2021 LIBOR 6 months + 0.5% USD 1,600,000 21,497
29 Mei 2012 31 Desember 2021/ LIBOR 6 bulan + 0,5%/
29 May 2012 31 December 2021 LIBOR 6 months + 0.5% USD 21,000,000 282,156
29 Juni 2012 31 Desember 2021/ LIBOR 6 bulan + 0,5%/
29 June 2012 31 December 2021 LIBOR 6 months + 0.5% USD 2,400,000 32,246
2 April 2013 31 Desember 2021/ LIBOR 6 bulan + 0,5%/
2 April 2013 31 December 2021 LIBOR 6 months + 0.5% USD 20,000,000 268,720
20 September 2013 19 September 2023/ LIBOR 6 bulan + 0,5%/
20 September 2013 19 September 2023 a) LIBOR 6 months + 0.5% USD 8,555,556 114,953
21 April 2014 20 April 2022/ LIBOR 6 bulan + 0,5%/
21 April 2014 20 April 2022 a) LIBOR 6 months + 0.5% USD 7,857,145 105,569
31 Oktober 2015 31 Desember 2021/ JBA TIBOR 6 bulan + 0,5%/
31 October 2015 31 December 2021 JBA TIBOR 6 months + 0.5% JPY 8,643,254,951 997,432

1,967,682

Bagian jangka pendek/Current portion (35,616)

Bagian jangka panjang/Non-current portion 1,932,066


a)
Pinjaman-pinjaman ini mensyaratkan cicilan tahunan/These loans require annual installments.

27. PERJANJIAN SIGNIFIKAN 27. SIGNIFICANT AGREEMENTS

Perusahaan The Company

Pada bulan Agustus 2004, Perusahaan In August 2004, the Company entered into a foreign
menandatangani perjanjian kontrak valuta asing exchange forward contract agreement with MUFG
berjangka dengan MUFG Bank, Ltd., cabang Bank, Ltd., Jakarta branch. The agreement has
Jakarta. Perjanjian ini telah mengalami beberapa been amended several times with the latest
kali perubahan dengan perubahan terakhir pada amendment in May 2019 for a total facility of USD 3
bulan Mei 2019 untuk fasilitas sejumlah USD 3 juta million which represents the aggregate amount of
yang merupakan penjumlahan nilai marked-to- the marked-to-market value of the transactions
market untuk seluruh transaksi dibawah perjanjian under this agreement. This agreement is valid until
ini. Perjanjian ini berlaku hingga 31 Mei 2020. Pada 31 May 2020. As at 30 June 2019, the marked-to-
tanggal 30 Juni 2019, jumlah nilai marked-to-market market value for derivative transactions amounted to
untuk transaksi derivatif adalah sebesar Rp 111 juta Rp 111 million (31 December 2018: Rp 1.1 billion,
(31 Desember 2018: 1,1 miliar, 31 Desember 2017: 31 December 2017: Rp 264 million, 31 December
Rp 264 juta, 31 Desember 2016: Rp 581 juta). 2016: Rp 581 million).

Lampiran - 67 - Schedule

F-151
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

27. PERJANJIAN SIGNIFIKAN (lanjutan) 27. SIGNIFICANT AGREEMENTS (continued)

Perusahaan (lanjutan) The Company (continued)

Pada bulan Mei 2007, Perusahaan menandatangani In May 2007, the Company entered into a cross
perjanjian cross currency swaps dengan MUFG currency swaps agreement with MUFG Bank, Ltd.,
Bank, Ltd., cabang Jakarta untuk fasilitas sejumlah Jakarta branch for a total facility of USD 12.25
USD 12,25 juta. Perjanjian ini telah diubah pada million. The agreement has been amended in May
bulan Mei 2019 dan berlaku hingga 31 Mei 2020. 2019 and is valid until 31 May 2020. As at
Hingga tanggal 30 Juni 2019, fasilitas ini belum 30 June 2019, this facility has not been used.
digunakan.

Pada bulan Juni 2019, Perusahaan In June 2019, the Company entered into a foreign
menandatangani perjanjian kontrak valuta asing exchange forward contract agreement with PT Bank
berjangka dengan PT Bank BTPN Tbk. Perusahaan BTPN Tbk. The Company has facility limit of USD 14
memiliki limit fasilitas sebesar USD 14 juta yang million which represents the aggregate amount of
merupakan penjumlahan nilai marked-to-market the marked-to-market value of the transactions
untuk seluruh transaksi dibawah perjanjian ini. under this agreement. This agreement is valid until
Perjanjian ini berlaku hingga 27 September 2019. 27 September 2019. As at 30 June 2019, the
Pada tanggal 30 Juni 2019, jumlah nilai marked-to- marked-to-market value for derivative transactions
market untuk transaksi derivatif adalah sebesar Rp amounted to Rp 861 million (31 December 2018,
861 juta (31 Desember 2018, 2017, 2016: Rp nil). 2017, 2016: Rp nil).

Entitas Anak Subsidiary

Pada bulan November 2016, Entitas Anak In November 2016, the Subsidiary entered into a
menandatangani perjanjian kontrak valuta asing foreign exchange forward contract agreement with
berjangka dengan MUFG Bank, Ltd., cabang MUFG Bank, Ltd., Jakarta branch for a total facility
Jakarta untuk fasilitas sejumlah USD 1,5 juta. of USD 1.5 million. The agreement has been
Perjanjian ini telah diubah pada bulan November amended in November 2018 and is valid until
2018 dan berlaku hingga 16 November 2019. Pada 16 November 2019. As at 30 June 2019, the
tanggal 30 Juni 2019, jumlah nilai marked-to-market marked-to-market value for derivative transactions
untuk transaksi derivatif adalah sebesar Rp 410 juta amounted to Rp 410 million (31 December 2018,
(31 Desember 2018, 2017, 2016: nil). 2017, 2016: Rp nil).

Lampiran - 68 - Schedule

F-152
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

28. INFORMASI SEGMEN 28. SEGMENT INFORMATION

Segmen operasi dilaporkan sesuai dengan Operating segments are reported in accordance with
pelaporan internal kepada pembuat keputusan the internal reporting provided to the chief operating
operasional, yang bertanggung jawab atas alokasi decision maker, which is responsible for allocating
sumber daya ke masing-masing segmen yang resources to the reportable segments and assesses
dilaporkan serta menilai kinerja masing-masing its performance. The Group has two reportable
segmen tersebut. Grup memiliki dua segmen yang segments which are diapers and non diapers. Both
dilaporkan meliputi diapers dan non diapers. Kedua reportable segments are located in Indonesia.
segmen yang dilaporkan berlokasi di Indonesia.

Informasi mengenai segmen operasi Grup adalah


sebagai berikut: follows:
30 Juni/June 2019
Diapers Non diapers Jumlah/Total

Pendapatan bersih 4,064,039 145,363 4,209,402 Net revenue

Beban pokok pendapatan (3,044,652) (125,183) (3,169,835) Cost of revenue

Laba bruto 1,019,387 20,180 1,039,567 Gross profit

Beban penjualan (658,152) (24,177) (682,329) Selling expenses


General and administrative
Beban umum dan administrasi (115,736) (6,830) (122,566) expenses

Penghasilan/(beban) yang tidak


dapat dialokasi: Unallocated income/(expense):
Penghasilan keuangan 12,785 Finance income
Biaya keuangan (24,903) Finance costs
Kerugian selisih kurs, bersih 7,823 Loss on foreign exchange, net
Beban pajak (19,310) Tax expenses
Lain-lain, bersih 3,939 Others, net

Laba sebelum pajak penghasilan 215,006 Profit before income tax

Aset Assets
Aset segmen 4,950,212 432,958 5,383,170 Segment assets
Aset yang tidak dapat dialokasi 1,879,358 Unallocated assets

Jumlah aset 7,262,528 Total assets

Liabilitas Liabilities
Liabilitas segmen 3,095,280 412,371 3,507,651 Segment liabilities
Liabilitas yang tidak dapat dialokasi 809,705 Unallocated liabilities

Jumlah liabilitas 4,317,356 Total liabilities

Lampiran - 69 - Schedule

F-153
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

28. INFORMASI SEGMEN (lanjutan) 28. SEGMENT INFORMATION (continued)


30 Juni/June 2018
Diapers Non diapers Jumlah/Total

Pendapatan bersih 3,789,347 145,807 3,935,154 Net revenue

Beban pokok pendapatan (2,740,127) (125,507) (2,865,634) Cost of revenue

Laba bruto 1,049,220 20,300 1,069,520 Gross profit

Beban penjualan (643,037) (20,904) (663,941) Selling expenses


General and administrative
Beban umum dan administrasi (71,286) (6,464) (77,750) expenses

Penghasilan/(beban) yang tidak


dapat dialokasi: Unallocated income/(expense):
Penghasilan keuangan 13,648 Finance income
Biaya keuangan (25,837) Finance costs
Kerugian selisih kurs, bersih (156,847) Loss on foreign exchange, net
Beban pajak (10,620) Tax expenses
Lain-lain, bersih 6,841 Others, net

Laba sebelum pajak penghasilan 155,014 Profit before income tax

Aset Assets
Aset segmen 4,364,257 760,158 5,124,415 Segment assets
Aset yang tidak dapat dialokasi 1,860,164 Unallocated assets

Jumlah aset 6,984,579 Total assets

Liabilitas Liabilities
Liabilitas segmen 2,984,326 464,676 3,449,002 Segment liabilities
Liabilitas yang tidak dapat dialokasi 840,671 Unallocated liabilities

Jumlah liabilitas 4,289,673 Total liabilities

31 Desember/December 2018
Diapers Non diapers Jumlah/Total

Pendapatan bersih 8,042,302 308,281 8,350,583 Net revenue

Beban pokok pendapatan (5,978,775) (261,733) (6,240,508) Cost of revenue

Laba bruto 2,063,527 46,548 2,110,075 Gross profit

Beban penjualan (1,382,258) (50,203) (1,432,461) Selling expenses


General and administrative
Beban umum dan administrasi (161,533) (12,681) (174,214) expenses

Penghasilan/(beban) yang tidak


dapat dialokasi: Unallocated income/(expense):
Penghasilan keuangan 27,241 Finance income
Biaya keuangan (51,508) Finance costs
Kerugian selisih kurs, bersih (183,845) Loss on foreign exchange, net
Beban pajak (11,918) Tax expenses
Lain-lain, bersih 6,510 Others, net

Laba sebelum pajak penghasilan 289,880 Profit before income tax

Aset Assets
Aset segmen 4,996,517 520,332 5,516,849 Segment assets
Aset yang tidak dapat dialokasi 1,662,798 Unallocated assets

Jumlah aset 7,179,647 Total assets

Liabilitas Liabilities
Liabilitas segmen 3,176,785 446,483 3,623,268 Segment liabilities
Liabilitas yang tidak dapat dialokasi 758,675 Unallocated liabilities

Jumlah liabilitas 4,381,943 Total liabilities

Lampiran - 70 - Schedule

F-154
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

28. INFORMASI SEGMEN (lanjutan) 28. SEGMENT INFORMATION (continued)


31 Desember/December 2017
Diapers Non diapers Jumlah/Total

Pendapatan bersih 7,005,153 272,968 7,278,121 Net revenue

Beban pokok pendapatan (5,205,916) (177,468) (5,383,384) Cost of revenue

Laba bruto 1,799,237 95,500 1,894,737 Gross profit

Beban penjualan (1,288,393) (51,830) (1,340,223) Selling expenses


General and administrative
Beban umum dan administrasi (236,184) (12,406) (248,590) expenses

Penghasilan/(beban) yang tidak


dapat dialokasi: Unallocated income/(expense):
Penghasilan keuangan 21,699 Finance income
Biaya keuangan (71,006) Finance costs
Kerugian selisih kurs, bersih (53,734) Loss on foreign exchange, net
Beban pajak (10,192) Tax expenses
Lain-lain, bersih 5,784 Others, net

Laba sebelum pajak penghasilan 198,475 Profit before income tax

Aset Assets
Aset segmen 3,506,692 514,403 4,021,095 Segment assets
Aset yang tidak dapat dialokasi 3,022,434 Unallocated assets

Jumlah aset 7,043,529 Total assets

Liabilitas Liabilities
Liabilitas segmen 2,295,459 464,605 2,760,064 Segment liabilities
Liabilitas yang tidak dapat dialokasi 1,685,269 Unallocated liabilities

Jumlah liabilitas 4,445,333 Total liabilities

31 Desember/December 2016
Diapers Non diapers Jumlah/Total

Pendapatan bersih 6,574,078 238,806 6,812,884 Net revenue

Beban pokok pendapatan (5,247,529) (213,005) (5,460,534) Cost of revenue

Laba bruto 1,326,549 25,801 1,352,350 Gross profit

Beban penjualan (1,440,238) (15,956) (1,456,194) Selling expenses


General and administrative
Beban umum dan administrasi (169,008) (12,057) (181,065) expenses

Penghasilan/(beban) yang tidak


dapat dialokasi: Unallocated income/(expense):
Penghasilan keuangan 11,623 Finance income
Biaya keuangan (78,323) Finance costs
Kerugian selisih kurs, bersih 24,901 Loss on foreign exchange, net
Beban pajak (17,208) Tax expenses
Lain-lain, bersih 10,736 Others, net

Rugi sebelum pajak penghasilan (333,180) Loss before income tax

Aset Assets
Aset segmen 3,791,903 584,795 4,376,698 Segment assets
Aset yang tidak dapat dialokasi 2,844,563 Unallocated assets

Jumlah aset 7,221,261 Total assets

Liabilitas Liabilities
Liabilitas segmen 2,572,585 523,339 3,095,924 Segment liabilities
Liabilitas yang tidak dapat dialokasi 1,591,373 Unallocated liabilities

Jumlah liabilitas 4,687,297 Total liabilities

Lampiran - 71 - Schedule

F-155
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

29. ASET ATAU LIABILITAS MONETER NETO 29. NET MONETARY ASSETS OR LIABILITIES
DALAM MATA UANG ASING DENOMINATED IN FOREIGN CURRENCIES

Grup memiliki aset dan liabilitas dalam mata uang The Group has assets and liabilities denominated in
asing sebagai berikut (dalam jumlah penuh, kecuali foreign currencies as follows (in full amounts, except
jumlah setara Rupiah): Rupiah equivalent):
30 Juni/June 2019
Jumlah setara
Rupiah/
USD JPY Rp equivalent

Aset Assets
Kas dan setara kas 1,202,676 1,438,740 17,197 Cash and cash equivalents
Deposito berjangka 78,271 - 1,107 Time deposits
Piutang usaha 15,404,345 - 217,832 Trade receivables
Piutang lain-lain 4,239,724 2,077,974 60,227 Other receivables

20,925,016 3,516,714 296,363

Liabilitas Liabilities
Utang usaha (17,684,849) - (250,081) Trade payables
Utang lain-lain (262,432) (132,418,266) (21,109) Other payables
Pinjaman bank (7,325,000) - (103,583) Bank loans
Pinjaman pihak berelasi (53,185,721) (8,643,254,951) (1,887,737) Intercompany loans

(78,458,002) (8,775,673,217) (2,262,510)

Liabilitas neto (57,532,986) (8,772,156,503) (1,966,147) Net liabilities

Jumlah setara Rupiah (813,573) (1,152,574) (1,966,147) Total Rupiah equivalent

31 Desember/December 2018
Jumlah setara
Rupiah/
USD JPY Rp equivalent

Aset Assets
Kas dan setara kas 4,210,981 7,246,334 61,929 Cash and cash equivalents
Deposito berjangka 78,271 - 1,133 Time deposits
Piutang usaha 17,124,489 - 247,979 Trade receivables
Piutang lain-lain 39,075 5,541,264 1,292 Other receivables

21,452,816 12,787,598 312,333

Liabilitas Liabilities
Utang usaha (23,842,508) - (345,263) Trade payables
Utang lain-lain (538,917) (123,385,357) (23,982) Other payables
Pinjaman bank (6,800,000) - (98,471) Bank loans
Pinjaman pihak berelasi (54,511,117) (8,643,254,951) (1,922,679) Intercompany loans

(85,692,542) (8,766,640,308) (2,390,395)

Liabilitas neto (64,239,726) (8,753,852,710) (2,078,062) Net liabilities

Jumlah setara Rupiah (930,256) (1,147,806) (2,078,062) Total Rupiah equivalent

Lampiran - 72 - Schedule

F-156
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

29. ASET ATAU LIABILITAS MONETER NETO 29. NET MONETARY ASSETS OR LIABILITIES
DALAM MATA UANG ASING (lanjutan) DENOMINATED IN FOREIGN CURRENCIES
(continued)

31 Desember/December 2017
Jumlah setara
Rupiah/
USD JPY Rp equivalent

Aset Assets
Kas dan setara kas 715,342 812,519 9,789 Cash and cash equivalents
Deposito berjangka 78,271 - 1,060 Time deposits
Piutang usaha 15,438,107 - 209,155 Trade receivables
Piutang lain-lain 50,786 143,943,658 17,993 Other receivables

16,282,506 144,756,177 237,997

Liabilitas Liabilities
Utang usaha (17,044,952) (117,000) (230,939) Trade payables
Utang lain-lain (2,196,181) (83,469,125) (39,788) Other payables
Pinjaman bank (2,750,000) - (37,257) Bank loans
Pinjaman pihak berelasi (69,561,909) (8,643,254,951) (1,981,517) Intercompany loans

(91,553,042) (8,726,841,076) (2,289,501)

Liabilitas neto (75,270,536) (8,582,084,899) (2,051,504) Net liabilities

Jumlah setara Rupiah (1,019,765) (1,031,739) (2,051,504) Total Rupiah equivalent

31 Desember/December 2016
Jumlah setara
Rupiah/
USD JPY Rp equivalent

Aset Assets
Kas dan setara kas 650,229 11,082,791 10,015 Cash and cash equivalents
Deposito berjangka 78,271 - 1,051 Time deposits
Piutang usaha 8,984,197 - 120,710 Trade receivables
Piutang lain-lain 94,295 123,676,480 15,539 Other receivables

9,806,992 134,759,271 147,315

Liabilitas Liabilities
Utang usaha (15,627,448) (117,000) (209,983) Trade payables
Utang lain-lain (3,127,000) (42,332,771) (46,897) Other payables
Pinjaman bank (2,450,000) - (32,918) Bank loans
Pinjaman pihak berelasi (72,212,704) (8,643,254,951) (1,967,682) Intercompany loans

(93,417,152) (8,685,704,722) (2,257,480)

Liabilitas neto (83,610,160) (8,550,945,451) (2,110,165) Net liabilities

Jumlah setara Rupiah (1,123,386) (986,779) (2,110,165) Total Rupiah equivalent

Aset dan liabilitas moneter di atas dijabarkan Monetary assets and liabilities mentioned above are
menggunakan kurs tengah Bank Indonesia tanggal translated using Bank Indonesia middle rate as at 30
30 Juni 2019; 31 Desember 2018, 2017 dan 2016. June 2019; 31 December 2018, 2017 and 2016.

Lampiran - 73 - Schedule

F-157
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

30. IKATAN 30. COMMITMENTS

Perjanjian sewa operasi Operating lease agreements

Grup mengadakan berbagai perjanjian sewa operasi The Group entered into various operating lease
dengan pihak-pihak lain, terutama untuk gudang agreements with counterparties, mainly for
dan kantor. Jumlah pembayaran sewa minimum di warehouses and offices. The future aggregate
masa depan dalam perjanjian sewa operasi yang minimum lease payments under non-cancellable
tidak dapat dibatalkan adalah sebagai berikut: operating leases are as follows:

30 Juni/ 30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/


June 2019 June 2018 December 2018 December 2017 December 2016

Kurang dari 1 tahun 123,275 127,304 117,144 116,704 111,772 Less than 1 year
Antara 1 5 tahun 489,975 408,590 483,078 510,298 525,502 Between 1 5 years
Lebih dari 5 tahun 135,458 225,383 90,495 180,420 270,345 More than 5 years

748,708 761,277 690,717 807,422 907,619

31. INFORMASI TAMBAHAN UNTUK LAPORAN 31. SUPPLEMENTARY INFORMATION FOR


ARUS KAS KONSOLIDASIAN INTERIM INTERIM CONSOLIDATED STATEMENTS OF
CASH FLOWS

a. Transaksi non-kas yang timbul dari aktivitas a. Non-cash transactions arising from
investasi investing activities

Aktivitas signifikan yang tidak mempengaruhi Significant activities not affecting cash flows
arus kas terkait dengan aset tetap adalah related to fixed assets are as follows:
sebagai berikut:
30 Juni/ 30 Juni/ 31 Desember/ 31 Desember/ 31 Desember/
June 2019 June 2018 December 2018 December 2017 December 2016

Perolehan aset tetap Acquisition of fixed assets through


melalui utang lain-lain - 25,583 1,533 24,834 31,347 other payables
Reklasifikasi aset tetap
ke aset dimiliki Reclassification of fixed assets
untuk dijual - 60,492 60,492 - - to assets held for sale

Lampiran - 74 - Schedule

F-158
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

31. INFORMASI TAMBAHAN UNTUK LAPORAN 31. SUPPLEMENTARY INFORMATION FOR


ARUS KAS KONSOLIDASIAN INTERIM (lanjutan) INTERIM CONSOLIDATED STATEMENTS OF
CASH FLOWS (continued)

b. Rekonsiliasi liabilitas yang timbul dari b. Reconciliation of liabilities arising from


aktivitas pendanaan financing activities

Mutasi liabilitas Grup yang timbul dari aktivitas The movement liabilities arising
pendanaan, yang terdiri dari pinjaman, adalah from financing activities, which consist of
sebagai berikut: borrowings, are as follows:
Pinjaman pihak
berelasi/
Pinjaman bank/ Intercompany
Bank loans loans Total

Saldo 1 Januari 2018 526,728 1,981,517 2,508,245 Balance as at 1 January 2018

Arus kas: Cash flows:


Penerimaan pinjaman 61,277 - 61,277 Proceed from loans
Pembayaran pinjaman (362,441) (19,975) (382,416) Payment of loans
Perubahan nonkas: Non-cash movement:
Translasi mata uang asing 2,853 148,158 151,011 Foreign exchange translation

Saldo 30 Juni 2018 228,417 2,109,700 2,338,117 Balance as at 30 June 2018

Saldo 1 Januari 2019 256,364 1,922,679 2,179,043 Balance as at 1 January 2019

Arus kas: Cash flows:


Penerimaan pinjaman 91,711 - 91,711 Proceed from loans
Pembayaran pinjaman (100,077) (18,742) (118,819) Payment of loans
Perubahan nonkas: Non-cash movement:
Translasi mata uang asing (2,312) (16,200) (18,512) Foreign exchange translation

Saldo 30 Juni 2019 245,686 1,887,737 2,133,423 Balance as at 30 June 2019

Saldo 1 Januari 2016 407,000 2,284,672 2,691,672 Balance as at 1 January 2016

Arus kas: Cash flows:


Penerimaan pinjaman 613,408 - 613,408 Proceed from loans
Pembayaran pinjaman (65,577) (283,324) (348,901) Payment of loans
Perubahan nonkas: Non-cash movement:
Translasi mata uang asing 137 (33,666) (33,529) Foreign exchange translation

Saldo 31 Desember 2016 954,968 1,967,682 2,922,650 Balance as at 31 December 2016

Arus kas: Cash flows:


Penerimaan pinjaman 55,515 - 55,515 Proceed from loans
Pembayaran pinjaman (483,941) (35,468) (519,409) Payment of loans
Perubahan nonkas: Non-cash movement:
Translasi mata uang asing 186 49,303 49,489 Foreign exchange translation

Saldo 31 Desember 2017 526,728 1,981,517 2,508,245 Balance as at 31 December 2017

Arus kas: Cash flows:


Penerimaan pinjaman 216,492 - 216,492 Proceed from loans
Pembayaran pinjaman (489,140) (219,412) (708,552) Payment of loans
Perubahan nonkas: Non-cash movement:
Translasi mata uang asing 2,284 160,574 162,858 Foreign exchange translation

Saldo 31 Desember 2018 256,364 1,922,679 2,179,043 Balance as at 31 December 2018

Lampiran - 75 - Schedule

F-159
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

32. PERISTIWA-PERISTIWA SETELAH PERIODE 32. EVENTS AFTER REPORTING PERIOD


PELAPORAN

Penghentian perjanjian distribusi dengan PT Discontinuation of distributorship agreement


with
Seperti yang disajikan di Catatan 20, pendapatan As disclosed in Note 20, revenue from UDN
dari UDN mewakili lebih dari 10% dari total
pendapatan bersih Perusahaan. Setelah tanggal revenue. Subsequently, effective on 31 August
pelaporan, efektif pada tanggal 31 Agustus 2019, 2019, UDN resigned as the Company .
UDN mengundurkan diri sebagai distributor In September 2019, the Company had entered into
Perusahaan. Pada bulan September 2019, distributorship agreements with several new
Perusahaan telah menandatangani perjanjian distributors to replace UDN.
distribusi dengan beberapa distributor baru untuk
menggantikan UDN.
Perubahan Anggaran Dasar Perusahaan terkait
dengan struktur modal, komposisi Dewan Association in relation with share structure,
Komisaris dan Direksi, serta rencana untuk composition of Board of Commissioners and
Penawaran Umum Perdana Saham Directors, and plan to conduct Initial Public
Offering

Pada bulan September 2019, para pemegang In


saham Perusahaan menyetujui perubahan
Anggaran Dasar Perusahaan, yang tertuang dalam of Association which was notarised through Notarial
Akta Notaris No. 172 tanggal 26 September 2019 Deed No. 172 dated 26 September 2019 of
oleh Christina Dwi Utami, S.H., M.Hum., M.Kn. Christina Dwi Utami, S.H., M.Hum., M.Kn. The
Perubahan ini telah diberitahukan kepada Menteri amendment has been notified to the Minister of Law
Hukum dan Hak Asasi Manusia Republik Indonesia and Human Rights of the Republic of Indonesia
berdasarkan Surat Keputusan No. AHU- based on Decision Letter No.
0077142.AH.01.02.TAHUN 2019 tanggal 2 Oktober AHU-0077142.AH.01.02.TAHUN 2019 dated 2
2019. October 2019.

Rincian perubahan pada Anggaran Dasar


Perusahaan adalah sebagai berikut: Association are as follows:

1. Perubahan nilai nominal dan klasifikasi saham 1. Changes in the par value and share
classification
- Mengubah nilai nominal saham Seri A dan -
Seri B Perusahaan yang semula masing- Series A and Series B shares from Rp
masing sebesar Rp 4.325.400 dan Rp 4,325,400 and Rp 17,235,000 (full
17.235.000 (jumlah penuh) per saham amounts) per share, respectively, to Rp
menjadi sebesar Rp 100 (jumlah penuh) 100 (full amount) per share, resulting in
per saham, sehingga jumlah saham yang shares issued and fully paid totalling
ditempatkan dan disetor penuh menjadi 274,662,900 Series A shares and
total 274.662.900 saham Seri A dan 3,050,595,000 Series B shares, with total
3.050.595.000 saham Seri B, dengan nilai par value of Rp 27.47 billion and Rp
nominal seluruhnya sebesar masing- 305.06 billion, respectively.
masing Rp 27,47 miliar dan Rp 305,06
miliar.
- Mengubah klasifikasi seluruh 274.662.900 - Changed the classification of all
saham Seri A dan 3.050.595.000 saham 274,662,900 Series A shares and
Seri B menjadi total 3.325.257.900 saham 3,050,595,000 Series B shares into a total
biasa, yang dimiliki oleh Unicharm 3,325,257,900 ordinary shares, which
Corporation sebanyak 2.460.690.846 owned by Unicharm Corporation
saham dan PT Purinusa Ekapersada amounting to 2,460,690,846 shares and
sebanyak 864.567.054 saham. PT Purinusa Ekapersada amounting to
864,567,054 shares.
Lampiran - 76 - Schedule

F-160
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

32. PERISTIWA-PERISTIWA SETELAH PERIODE 32. EVENTS AFTER REPORTING PERIOD


PELAPORAN (lanjutan) (continued)

Perubahan Anggaran Dasar Perusahaan terkait


dengan struktur modal, komposisi Dewan Association in relation with share structure,
Komisaris dan Direksi, serta rencana untuk composition of Board of Commissioners and
Penawaran Umum Perdana Saham (lanjutan) Directors, and plan to conduct Initial Public
Offering (continued)

1. Perubahan nilai nominal dan klasifikasi saham 1. Changes in the par value and share
(lanjutan) classification (continued)

Komposisi pemegang saham Perusahaan


setelah perubahan ini adalah sebagai berikut: shareholders after the above changes are as
follows:
Persentase
Jumlah saham/ kepemilikan/
Number of Percentage Jumlah/
shares of ownership Amount

Saham biasa Ordinary shares


Unicharm Corporation 2,460,690,846 74% 246,070 Unicharm Corporation
PT Purinusa Ekapersada 864,567,054 26% 86,456 PT Purinusa Ekapersada

Jumlah modal saham 3,325,257,900 100% 332,526 Total share capital

2. Meningkatkan modal dasar Perusahaan dari 2.


semula sebesar Rp 698,35 miliar menjadi Rp from Rp 698.35 billion to Rp 1.33 trillion which
1,33 triliun yang terdiri dari 1.330.103.160.000 represent 1,330,103,160,000 shares with par
saham dengan nilai nominal Rp 100 (jumlah value of Rp 100 (full amount) per share.
penuh) per saham.

3. Menyetujui rencana Perusahaan untuk 3.


melakukan Penawaran Umum Perdana Saham
dan mencatatkan saham-saham Perusahaan shares to the Indonesian Stock Exchange.
pada Bursa Efek Indonesia.

4. Menyetujui perubahan status Perusahaan dari 4.


perseroan tertutup menjadi perseroan terbuka from private entity to public entity and change
dan mengubah nama Perusahaan menjadi PT the Com -Charm
Uni-Charm Indonesia Tbk. Indonesia Tbk.

5. Menyetujui pengeluaran saham baru melalui 5. Approved the issuance of new shares through
Penawaran Umum Perdana Saham dengan Initial Public Offering with maximum of
jumlah sebanyak-banyaknya 831.314.400 831,314,400 shares with par value of Rp 100
saham dengan nilai nominal Rp 100 (jumlah (full amount) per shares, or at the maximum of
penuh) per saham, atau sebanyak-banyaknya 20
sebesar 20% dari modal ditempatkan dan shares.
disetor Perusahaan.

6. Menyetujui program Alokasi Saham Kepada 6. Approved the Employee Stock Allocation
Karyawan dengan jumlah alokasi sebanyak- program with allocation of maximum 0.2% from
banyaknya 0,2% dari seluruh saham baru yang total new shares offered to the public in the
akan ditawarkan kepada publik melalui Initial Public Offering.
Penawaran Umum Perdana Saham.

Lampiran - 77 - Schedule

F-161
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

32. PERISTIWA-PERISTIWA SETELAH PERIODE 32. EVENTS AFTER REPORTING PERIOD


PELAPORAN (lanjutan) (continued)

Perubahan Anggaran Dasar Perusahaan terkait


dengan struktur modal, komposisi Dewan Association in relation with share structure,
Komisaris dan Direksi, serta rencana untuk composition of Board of Commissioners and
Penawaran Umum Perdana Saham (lanjutan) Directors, and plan to conduct Initial Public
Offering (continued)

7. Menyetujui perubahan susunan anggota Dewan 7. Approved the change in composition of the
Komisaris dan Direksi Perusahaan sebagai
berikut: Directors as follows:

Dewan Komisaris/Board of Commissioners


Komisaris Utama/President Commissioner : Tadashi Nakai
Komisaris/Commissioners : Tetsuo Ukai
Ichiro Ozawa
Hendra Jaya Kosasih
Komisaris Independen/Independent Commissioners : Ubaidillah Nugraha
Suryamin Halim

Direksi/Board of Directors
Direktur Utama/President Director : Yuji Ishii
Direktur/Directors : Junichiro Onishi
Sri Haryani
Kurniawan Yuwono

Pembentukan Komite Audit Establishment of Audit Committee

Pada tanggal 23 September 2019, berdasarkan On 23


Surat Keputusan Dewan Komisaris Perusahaan No.
16/L/UCI/IX/2019, Perusahaan menyetujui 16/L/UCI/IX/2019, the Company approved the
pembentukan komite audit sebagai berikut: establishment of audit committee as follows:

Komite Audit/Audit Committee


Ketua/Chairman : Ubaidillah Nugraha
Anggota/Members : Tony Utartono
Hartono Saekun

Peningkatan cadangan wajib Perusahaan

Berdasarkan Akta Notaris No. 10 tanggal 2 Oktober Based on Notarial Deed No. 10 dated 2 October
2019 oleh Christina Dwi Utami, S.H., M.Hum., 2019 of Christina Dwi Utami, S.H., M.Hum., M.Kn.,
M.Kn., para pemegang saham menyetujui shareholders approved the increase of the
peningkatan saldo laba Perusahaan yang
dicadangkan menjadi Rp 66,5 miliar. to Rp 66.5 billion.

Lampiran - 78 - Schedule

F-162
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

33. PENERBITAN KEMBALI LAPORAN KEUANGAN 33. REISSUANCE OF CONSOLIDATED FINANCIAL


KONSOLIDASIAN STATEMENTS
Beberapa informasi di laporan keuangan Certain informations in these interim consolidated
konsolidasian interim ini telah mengalami perubahan financial statements have been changed to conform
untuk menyesuaikan penyajian dan pengungkapan with the presentations and disclosures required by
dengan peraturan pasar modal terkait dengan the capital market regulation in relation to the
penawaran umum saham Perusahaan, sebagai Company's shares public offering, as follows:
berikut:
a) Penambahan pengungkapan bahwa laporan a) Additional disclosure confirming that these
keuangan konsolidasian interim ini telah interim consolidated financial statements have
diungkapkan berdasarkan Keputusan Ketua been prepared in accordance with the Decree
Bapepam-LK No. KEP-347/BL/2012, tertanggal of the Chairman of Bapepam-LK No. KEP-
25 Juni 2012 tentang Penyajian dan 347/BL/2012, dated 25 June 2012 regarding
Pengungkapan Laporan Keuangan Emiten atau the Presentation and Disclosure of Financial
Perusahaan Publik pada Catatan 2a; Statements of Issuers or Public Companies in
Note 2a;
b) Penambahan pengungkapan atas biaya dibayar b) Additional d
dimuka Grup pada Catatan 10 atas laporan expenses in Note 10 of the interim consolidated
keuangan konsolidasian interim; financial statements;

c) Pemutakhiran terkait status surat ketetapan c)


pajak Perusahaan untuk tahun fiskal 2016 dan assessment letters for 2016 and 2015 fiscal
2015 pada Catatan 11e; years in Note 11e;

d) P d)
P pada P P
Catatan 2i dan 12 atas laporan keuangan in Notes 2i and 12 of the interim consolidated
konsolidasian interim; financial statements;
e) Penambahan pengungkapan mengenai e) Additional disclosure of the conditional
pembatasan yang disyaratkan terhadap
pinjaman bank Grup pada Catatan 15 atas Note 15 of the interim consolidated financial
laporan keuangan konsolidasian interim; statements;
f) Penambahan pengungkapan Akta Notaris atas f) Additional disclosure of Notarial Deed for
Keputusan Pemegang Saham Perusahaan related to the
mengenai pembentukan cadangan wajib pada appropriation of statutory reserves in Note 19 of
Catatan 19 atas laporan keuangan the interim consolidated financial statements;
konsolidasian interim;
g) Pemutakhiran terkait peristiwa setelah periode g) Updates related to events after reporting period
pelaporan pada Catatan 32 atas laporan disclosure in Note 32 of the interim
keuangan konsolidasian interim, untuk consolidated financial statements, to disclose
mengungkapkan tambahan peristiwa sebagai additional subsequent events as follows:
berikut:
- Perubahan Anggaran Dasar Perusahaan -
terkait dengan struktur modal, komposisi Association in relation with share structure,
Dewan Komisaris dan Direksi, serta composition of Board of Commissioners
rencana untuk Penawaran Umum Perdana and Directors, and plan to conduct Initial
Saham; Public Offering;
- Pembentukan Komite Audit; - Establishment of Audit Committee;
- Peningkatan cadangan wajib Perusahaan. -
reserve.

Lampiran - 79 - Schedule

F-163
PT UNI-CHARM INDONESIA
DAN ENTITAS ANAK/AND SUBSIDIARY

CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE INTERIM CONSOLIDATED


KONSOLIDASIAN INTERIM FINANCIAL STATEMENTS
30 JUNI 2019, 31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
DAN UNTUK PERIODE ENAM BULAN YANG AND FOR THE SIX-MONTH PERIODS
BERAKHIR 30 JUNI 2019, 2018 ENDED 30 JUNE 2019, 2018
SERTA UNTUK TAHUN-TAHUN YANG BERAKHIR AND FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

33. PENERBITAN KEMBALI LAPORAN KEUANGAN 33. REISSUANCE OF CONSOLIDATED FINANCIAL


KONSOLIDASIAN (lanjutan) STATEMENTS (continued)

Manajemen berkesimpulan bahwa perubahan- Management concluded the above changes did not
perubahan diatas tidak memiliki dampak yang have a material impact to the interim consolidated
material pada laporan keuangan konsolidasian financial statements for 30 June 2019, 31 December
interim 30 Juni 2019, 31 Desember 2018, 2017, dan 2018, 2017, 2016, and for the six-month periods
2016, untuk periode-periode enam bulan yang ended 30 June 2019 and 2018, and for the years
berakhir 30 Juni 2019 dan 2018, serta untuk tahun- ended 31 December 2018, 2017 and 2016.
tahun yang berakhir pada 31 Desember 2018, 2017
dan 2016.

34. INFORMASI TAMBAHAN 34. SUPPLEMENTARY INFORMATION

Informasi keuangan PT Uni-Charm Indonesia (induk The following financial information of PT Uni-Charm
perusahaan saja) yang terdapat dalam halaman 81 Indonesia (parent company only) on pages 81 to 85
sampai dengan halaman 85 menyajikan investasi
Perusahaan pada Entitas Anak berdasarkan metode under the cost method.
biaya.

Lampiran - 80 - Schedule

F-164
INFORMASI TAMBAHAN/SUPPLEMENTARY INFORMATION

PT UNI-CHARM INDONESIA
INDUK PERUSAHAAN SAJA/PARENT COMPANY ONLY

LAPORAN POSISI KEUANGAN INTERIM INTERIM STATEMENTS OF FINANCIAL POSITION


30 JUNI 2019 30 JUNE 2019
DAN LAPORAN POSISI KEUANGAN AND STATEMENTS OF FINANCIAL POSITION
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

31 Desember/ 31 Desember/ 31 Desember/


30 Juni/June December December December
2019 2018 2017 2016

ASET ASSETS

Aset lancar Current assets


Kas dan setara kas 1,386,849 1,135,580 1,110,024 861,078 Cash and cash equivalents
Piutang usaha Trade receivables
- Pihak berelasi 185,808 197,114 174,125 85,398 Related parties -
- Pihak ketiga 1,559,871 1,570,735 1,389,631 1,489,351 Third parties -
Piutang lain-lain Other receivables
- Pihak berelasi 71,660 12,071 17,895 15,288 Related parties -
- Pihak ketiga 2,932 3,299 38,681 21,680 Third parties -
Piutang derivatif - - - 581 Derivative receivables
Persediaan 712,811 690,590 485,198 561,548 Inventories
Aset dimiliki untuk dijual - 60,492 - - Assets held for sale
Pajak dibayar dimuka Prepaid taxes
- Pajak penghasilan badan 135,295 135,295 284,310 284,310 Corporate income tax -
- Pajak lainnya 115,543 151,689 88,447 38,672 Other taxes -
Biaya dibayar dimuka 115,763 103,127 52,829 70,097 Prepaid expenses

Jumlah aset lancar 4,286,532 4,059,992 3,641,140 3,428,003 Total current assets

Aset tidak lancar Non-current assets


Aset tetap 2,439,757 2,559,128 2,818,720 3,118,729 Fixed assets
Properti investasi 15,150 15,150 15,150 15,150 Investment property
Aset pajak tangguhan 81,403 74,106 70,490 95,294 Deferred tax assets
Investasi pada Entitas Anak 35,826 35,826 35,826 - Investment in Subsidiary
Uang jaminan 2,230 2,510 3,374 3,342 Refundable deposits

Jumlah aset tidak lancar 2,574,366 2,686,720 2,943,560 3,232,515 Total non-current assets

JUMLAH ASET 6,860,898 6,746,712 6,584,700 6,660,518 TOTAL ASSETS

Lampiran - 81 - Schedule

F-165
INFORMASI TAMBAHAN/SUPPLEMENTARY INFORMATION

PT UNI-CHARM INDONESIA
INDUK PERUSAHAAN SAJA/PARENT COMPANY ONLY

LAPORAN POSISI KEUANGAN INTERIM INTERIM STATEMENTS OF FINANCIAL POSITION


30 JUNI 2019 30 JUNE 2019
DAN LAPORAN POSISI KEUANGAN AND STATEMENTS OF FINANCIAL POSITION
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

31 Desember/ 31 Desember/ 31 Desember/


30 Juni/June December December December
2019 2018 2017 2016

LIABILITAS LIABILITIES

Liabilitas jangka pendek Current liabilities


Utang usaha Trade payables
- Pihak berelasi 35,085 53,117 39,545 38,845 Related parties -
- Pihak ketiga 786,342 853,768 732,105 682,870 Third parties -
Utang lain-lain Other payables
- Pihak berelasi 16,930 23,135 14,908 14,468 Related parties -
- Pihak ketiga 34,051 80,963 61,757 72,221 Third parties -
Akrual dan provisi 1,115,923 1,012,111 897,223 818,573 Accruals and provisions
Utang derivatif 973 1,142 264 - Derivative payables
Utang pajak Taxes payable
- Pajak penghasilan badan 24,120 31,676 19,886 - Corporate income tax -
- Pajak lainnya 12,495 9,723 7,948 11,539 Other taxes -
Pinjaman bank - - 300,000 701,000 Bank loans
Pinjaman pihak berelasi - porsi Intercompany loans - current
jangka pendek - - - - maturity

Jumlah liabilitas jangka pendek 2,025,919 2,065,635 2,073,636 2,339,516 Total current liabilities

Liabilitas jangka panjang Non-current liabilities


Pinjaman pihak berelasi 1,749,357 1,761,779 1,795,071 1,747,161 Intercompany loans
Liabilitas imbalan kerja 122,989 103,010 109,232 74,217 Employee benefits obligation

Jumlah liabilitas jangka panjang 1,872,346 1,864,789 1,904,303 1,821,378 Total non-current liabilities

JUMLAH LIABILITAS 3,898,265 3,930,424 3,977,939 4,160,894 TOTAL LIABILITIES

EKUITAS EQUITY

Modal saham: Share capital:


Saham seri A modal dasar Series A shares authorised
20.000 saham, ditempatkan 20,000 shares, issued
dan disetor penuh and fully paid 6,350
6.350 saham dengan shares with par value
nilai nominal Rp 4.325.400 of Rp 4,325,400
(jumlah penuh) per saham 27,466 27,466 27,466 27,466 (full amount) per share
Saham seri B modal dasar Series B shares authorised
35.500 saham, ditempatkan 35,500 shares, issued
dan disetor penuh and fully paid 17,700
17.700 saham dengan shares with par value
nilai nominal Rp 17.235.000 of Rp 17,235,000
(jumlah penuh) per saham 305,060 305,060 305,060 305,060 (full amount) per share
Foreign exchange difference
Selisih kurs atas modal disetor 11,503 11,503 11,503 11,503 on paid-in capital
Saldo laba Retained earnings
- Dicadangkan 5,700 5,700 5,700 5,700 Appropriated -
- Belum dicadangkan 2,612,904 2,466,559 2,257,032 2,149,895 Unappropriated -

JUMLAH EKUITAS 2,962,633 2,816,288 2,606,761 2,499,624 TOTAL EQUITY

JUMLAH LIABILITAS TOTAL LIABILITIES


DAN EKUITAS 6,860,898 6,746,712 6,584,700 6,660,518 AND EQUITY

Lampiran - 82 - Schedule

F-166
INFORMASI TAMBAHAN/SUPPLEMENTARY INFORMATION

PT UNI-CHARM INDONESIA
INDUK PERUSAHAAN SAJA/PARENT COMPANY ONLY

LAPORAN LABA RUGI DAN PENGHASILAN INTERIM STATEMENTS OF PROFIT


KOMPREHENSIF LAIN INTERIM OR LOSS AND OTHER COMPREHENSIVE INCOME
UNTUK PERIODE ENAM BULAN YANG BERAKHIR FOR THE SIX-MONTH PERIODS ENDED
30 JUNI 2019, 2018 30 JUNE 2019, 2018
DAN LAPORAN LABA RUGI DAN PENGHASILAN AND STATEMENTS OF PROFIT
KOMPREHENSIF LAIN OR LOSS AND OTHER COMPREHENSIVE INCOME
UNTUK TAHUN-TAHUN YANG BERAKHIR FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

31 Desember/ 31 Desember/ 31 Desember/


30 Juni/June 30 Juni/June December December December
2019 2018 2018 2017 2016

Pendapatan bersih 4,099,046 3,826,867 8,125,575 7,076,602 6,650,844 Net revenue

Beban pokok pendapatan (3,081,926) (2,788,947) (6,068,571) (5,227,252) (5,337,733) Cost of revenue

Laba bruto 1,017,120 1,037,920 2,057,004 1,849,350 1,313,111 Gross profit

Beban penjualan (676,704) (657,466) (1,419,072) (1,324,510) (1,429,796) Selling expenses


General and administrative
Beban umum dan administrasi (117,233) (65,475) (163,205) (238,072) (170,840) expenses
Penghasilan keuangan 12,784 13,648 27,241 21,699 11,623 Finance income
Biaya keuangan (14,016) (16,515) (31,408) (49,913) (71,568) Finance costs
Keuntungan/(kerugian) selisih Gain/(loss) on foreign
kurs, bersih 2,322 (142,285) (167,379) (51,868) 11,607 exchange, net
Beban pajak (18,720) (10,438) (11,499) (9,924) (16,750) Tax expenses
Lain-lain, bersih 4,699 6,822 6,300 5,741 10,349 Others, net

Laba/(rugi) sebelum Profit/(loss)


pajak penghasilan 210,252 166,211 297,982 202,503 (342,264) before income tax

(Beban)/manfaat Income tax


pajak penghasilan (57,649) (66,959) (106,769) (85,384) 64,374 (expenses)/benefits

Laba/(rugi) periode/tahun berjalan 152,603 99,252 191,213 117,119 (277,890) Profit/(loss) for the period/year

Penghasilan/(kerugian) Other comprehensive


komprehensif lain income/(loss)
Items that will
Pos-pos yang tidak akan not be reclassified
direklasifikasi ke laba rugi: to profit or loss:
- Pengukuran kembali liabilitas Remeasurement of employee -
imbalan kerja (8,344) 10,304 24,419 (13,309) (9,163) benefits obligation
- Beban pajak terkait 2,086 (2,579) (6,105) 3,327 2,291 Related income tax -

Jumlah penghasilan/(kerugian) Total other comprehensive


lomprehensif lain, setelah pajak (6,258) 7,725 18,314 (9,982) (6,872) income/(loss), net of tax

Jumlah penghasilan/(kerugian) Total comprehensive income/


komprehensif periode/tahun berjalan 146,345 106,977 209,527 107,137 (284,762) (loss) for the period/year

Lampiran - 83 - Schedule

F-167
INFORMASI TAMBAHAN/SUPPLEMENTARY INFORMATION

PT UNI-CHARM INDONESIA
INDUK PERUSAHAAN SAJA/PARENT COMPANY ONLY

LAPORAN PERUBAHAN EKUITAS INTERIM INTERIM STATEMENTS OF CHANGES IN EQUITY


UNTUK PERIODE ENAM BULAN YANG BERAKHIR FOR THE SIX-MONTH PERIODS ENDED
30 JUNI 2019, 2018 30 JUNE 2019, 2018
DAN LAPORAN PERUBAHAN EKUITAS AND STATEMENTS OF CHANGES IN EQUITY
UNTUK TAHUN-TAHUN YANG BERAKHIR FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, kecuali dinyatakan lain) (Expressed in millions of Rupiah unless otherwise stated)

Selisih kurs
atas modal
Modal saham/ disetor/Foreign Saldo laba/Retained earnings
Share capital exchange Belum
Seri A/ Seri B/ difference on Dicadangkan/ dicadangkan/ Jumlah ekuitas/
Series A Series B paid-in capital Appropriated Unappropriated Total equity

Saldo 1 Januari 2018 27,466 305,060 11,503 5,700 2,257,032 2,606,761 Balance as at 1 January 2018

Laba periode berjalan - - - - 99,521 99,521 Profit for the period

Pengukuran kembali liabilitas Remeasurement of employee


imbalan kerja, setelah pajak - - - - (7,725) (7,725) benefits obligation, net of tax

Saldo 30 Juni 2018 27,466 305,060 11,503 5,700 2,348,828 2,698,557 Balance as at 30 June 2018

F-168
Saldo 1 Januari 2019 27,466 305,060 11,503 5,700 2,466,559 2,816,288 Balance as at 1 January 2019

Laba periode berjalan - - - - 152,603 152,603 Profit for the period

Pengukuran kembali liabilitas Remeasurement of employee


imbalan kerja, setelah pajak - - - - (6,258) (6,258) benefits obligation, net of tax

Saldo 30 Juni 2019 27,466 305,060 11,503 5,700 2,612,904 2,962,633 Balance as at 30 June 2019

Saldo 1 Januari 2016 27,466 305,060 11,503 5,700 2,434,657 2,784,386 Balance as at 1 January 2016

Rugi tahun berjalan - - - - (277,890) (277,890) Loss for the year

Pengukuran kembali liabilitas Remeasurement of employee


imbalan kerja, setelah pajak - - - - (6,872) (6,872) benefits obligation, net of tax

Saldo 31 Desember 2016 27,466 305,060 11,503 5,700 2,149,895 2,499,624 Balance as at 31 December 2016

Laba tahun berjalan - - - - 117,119 117,119 Profit for the year

Pengukuran kembali liabilitas Remeasurement of employee


imbalan kerja, setelah pajak - - - - (9,982) (9,982) benefits obligation, net of tax

Saldo 31 Desember 2017 27,466 305,060 11,503 5,700 2,257,032 2,606,761 Balance as at 31 December 2017

Laba tahun berjalan - - - - 191,213 191,213 Profit for the year

Pengukuran kembali liabilitas Remeasurement of employee


imbalan kerja, setelah pajak - - - - 18,314 18,314 benefits obligation, net of tax

Saldo 31 Desember 2018 27,466 305,060 11,503 5,700 2,466,559 2,816,288 Balance as at 31 December 2018

Lampiran - 84 - Schedule
INFORMASI TAMBAHAN/SUPPLEMENTARY INFORMATION

PT UNI-CHARM INDONESIA
INDUK PERUSAHAAN SAJA/PARENT COMPANY ONLY

LAPORAN ARUS KAS INTERIM INTERIM STATEMENTS OF CASH FLOWS


UNTUK PERIODE ENAM BULAN YANG BERAKHIR FOR THE SIX-MONTH PERIODS ENDED
30 JUNI 2019, 2018 30 JUNE 2019, 2018
DAN LAPORAN ARUS KAS AND STATEMENTS OF CASH FLOWS
UNTUK TAHUN-TAHUN YANG BERAKHIR FOR THE YEARS ENDED
31 DESEMBER 2018, 2017, 2016 30 JUNE 2019, 31 DECEMBER 2018, 2017, 2016
(Dinyatakan dalam jutaan Rupiah, (Expressed in millions of Rupiah,
kecuali dinyatakan lain) unless otherwise stated)

31 Desember/ 31 Desember/ 31 Desember/


30 Juni/June 30 Juni/June December December December
2019 2018 2018 2017 2016

Cash flows from operating


Arus kas dari aktivitas operasi: activities:
Penerimaan dari pelanggan 4,836,820 4,734,578 9,387,106 8,493,855 8,823,328 Receipt from customers
Pembayaran kepada pemasok dan Payment to suppliers and
pihak lain (4,283,734) (4,069,111) (8,466,769) (7,326,930) (8,059,115) other parties
Pembayaran kepada karyawan (197,020) (183,795) (362,061) (352,127) (327,791) Payment to employees
Receipts from other
Penerimaan dari aktivitas operasi lainnya 14,497 56,593 67,883 34,865 1,837 operating activities
Pembayaran untuk aktivitas Payments for other
operasi lainnya (8,740) (10,917) (22,632) (52,864) (18,180) operating activities

Cash generated from


Kas yang dihasilkan dari operasi 361,823 527,348 603,527 796,799 420,079 operations

Payment of corporate
Pembayaran pajak penghasilan badan (70,417) (58,577) (109,214) (37,367) (83,616) income tax
Penerimaan/(pembayaran) dari hasil Receipt/(payment) from result
surat ketetapan pajak - 142,381 119,287 (8,256) (33,899) of tax assessment letters
Penerimaan penghasilan keuangan 12,784 13,648 27,241 21,699 11,623 Receipt of finance income
Pembayaran biaya keuangan (14,057) (16,517) (31,388) (49,914) (71,568) Payment of finance cost

Arus kas bersih yang diperoleh dari Net cash flows provided from
aktivitas operasi 290,133 608,283 609,453 722,961 242,619 operating activities

Cash flows from investing


Arus kas dari aktivitas investasi: activities:
Pembelian aset tetap (38,615) (9,121) (107,383) (37,449) (73,375) Purchase of fixed assets
Hasil dari penjualan Proceed from sale
aset tetap 45 630 713 182 3,115 of fixed assets
Akuisisi entitas anak - - - (35,826) - Acquisition of subsidiary

Arus kas bersih yang digunakan untuk Net cash flows used in
aktivitas investasi (38,570) (8,491) (106,670) (73,093) (70,260) investing activities

Cash flows from financing


Arus kas dari aktivitas pendanaan: activities:
Penerimaan pinjaman bank - - 300,000 Proceed from bank loans
Pembayaran pinjaman bank - (300,000) (300,000) (401,000) (6,000) Payment of bank loans
Pembayaran pinjaman - - Payment of
pihak berelasi - - (181,235) - - intercompany loans

Arus kas bersih yang Net cash flows (used in)/


(digunakan untuk)/diperoleh provided from financing
dari aktivitas pendanaan - (300,000) (481,235) (401,000) 294,000 activities

Kenaikan bersih Net increase in cash and cash


kas dan setara kas 251,563 299,792 21,548 248,868 466,359 equivalents

Kas dan setara kas pada Cash and cash equivalents at the
awal periode/tahun 1,135,580 1,110,024 1,110,024 861,078 394,904 beginning of the period/year

Dampak selisih kurs terhadap Foreign exchange difference on


kas dan setara kas (294) 847 4,008 78 (185) cash and cash equivalents

Kas dan setara kas pada Cash and cash equivalents at the
akhir periode/tahun 1,386,849 1,410,663 1,135,580 1,110,024 861,078 end of the period/year

Lampiran - 85 - Schedule

F-169
REGISTERED OFFICE

PT Uni-Charm Indonesia Tbk


Sinarmas MSIG Tower,
42nd floor
Jl. Jederal Sudirman Kav. 21
Setiabudi,
Jakarta 12920
Indonesia

LEGAL ADVISORS TO THE COMPANY

as to Indonesian law
Hiswara Bunjamin & Tandjung
18th Floor, Tower 1, Sudirman 7.8,
Jl. Jend. Sudirman Kav. 447-8
Jakarta 10220
Indonesia

LEGAL ADVISORS TO THE SOLE GLOBAL COORDINATOR


AND INTERNATIONAL SELLING AGENT

as to U.S. federal securities and English law as to Indonesian law


White & Case Pte. Ltd. Witara Cakra Advocates
8 Marina View #27-01 Sampoerna Strategic Square
Asia Square Tower 1 North Tower, Level 17
Singapore 018960 Jl. Jend. Sudirman Kav. 45-46
Jakarta 12930
Indonesia

INDEPENDENT ACCOUNTANTS

KAP Tanudiredja, Wibisana, Rintis & Rekan


(a member of the PricewaterhouseCoopers network of firms)
WTC 3
Jl. Jend. Sudirman Kav. 29-31
Jakarta 12920
Indonesia
837101

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