DUS LDD Checklist Updated

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By BUDIARTO Law Partnership CHECKLIST FOR INITIAL DUE DILIGENCE REVIEW OF PT Dharmapala Usaha Sukses (“DUS”) 7 July 2015 Status Date Document Date Received Remarks Please provide copies of each of the following documents: I. CORPORATE ORGANIZATION AND GENERAL INFORMATION (a) - DUS's Deed of Establishment and any amendments to the Articles of Association (the “Articles”); and - Legalization of, Approvals from and Reports to the Minister of Laws and Human Rights (“MOLHR”) of the Deed of Establishment and Articles of Association including all of its amendments, registrations with the Company Register at the Department of Trade, and publications in the State Gazette of the Republic Indonesia. 1. Deed of Establishment No. 18 dated September 21, 2000, made before Ilmiawan Dekrit Supatmo, S.H., then a Notary in Jakarta. MOLHR Approval No. C- 2928 HT.01.01Th.2001 dated March 22, 2001; Company Registration Certificate No. TDP 090517141167 at Company Registration Office Central Jakarta No. 951/BH 09.05/VI 2001 dated 25 June 2001; Announcement in State Gazette No. 6907/2006 supplement to State Gazette No. 51 dated 27 June 2006 on PT Dharmapala Usaha Sukses dated 22 March 2001; 2. Deed of Meeting 1

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Transcript of DUS LDD Checklist Updated

Page 1: DUS LDD Checklist Updated

By BUDIARTO Law Partnership

CHECKLIST FOR INITIALDUE DILIGENCE REVIEW OF

PT Dharmapala Usaha Sukses (“DUS”)

7 July 2015

Status DateDocument Date

ReceivedRemarks

Please provide copies of each of the following documents:

I. CORPORATE ORGANIZATION AND GENERAL INFORMATION

(a) - DUS's Deed of Establishment and any amendments to the Articles of Association (the “Articles”); and

- Legalization of, Approvals from and Reports to the Minister of Laws and Human Rights (“MOLHR”) of the Deed of Establishment and Articles of Association including all of its amendments, registrations with the Company Register at the Department of Trade, and publications in the State Gazette of the Republic Indonesia.

1. Deed of Establishment No. 18 dated September 21, 2000, made before Ilmiawan Dekrit Supatmo, S.H., then a Notary in Jakarta.

MOLHR Approval No. C-2928 HT.01.01Th.2001 dated March 22, 2001;

Company Registration Certificate No. TDP 090517141167 at Company Registration Office Central Jakarta No. 951/BH 09.05/VI 2001 dated 25 June 2001;

Announcement in State Gazette No. 6907/2006 supplement to State Gazette No. 51 dated 27 June 2006 on PT Dharmapala Usaha Sukses dated 22 March 2001;

2. Deed of Meeting Resolution No. 29, dated 8 May 2001, made before E. Betty Budiyanti Moesigit, S.H., Notary in Jakarta

Notarial letter: Notification of changes in shareholders structure and BOD BOC composition No. 325/AM/V/2001 dated 29 May 2001 (received 31 May 2001)

Note:

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Please provide the Notification receipt from MOLHR for Akta No. 29/2001.

3. Deed of Meeting Resolution No. 22 dated 20 August 2003, made before Veronica Lily Dharma, S.H. Notary in Jakarta with Receipt of Notice Letter from MOLHR No. C-UM.02.01.14183 dated 10 September 2003

Notification receipt issued by MOLHR No. C-UM.02.01.14183

Registered in the company registry No. 07.01.2004

Note:

Please provide us The evidence of company registration with Company Registration Office Jakarta.

4. Deed of Meeting Resolution No. 21 dated 15 December 2003, made before Veronica Lily

Notification receipt issued of changes issued by MOLHR No. C-UM.02.01.16982

5. Deed of Minutes of Meeting No.16 dated October 14, 2003, made before Veronica Lily Dharma, S.H., then a Notary in Jakarta:

MOLHR Approval No. C-28685 HT.01.04Th.2003 dated December 09, 2003 and C-UM.02.01.18023 dated December 23,2003;

Company Registration Certificate No. TDP 090517141167 at Company Registration Office Central Jakarta No. 0027/RUB.09.05/I/2004 dated 07 January 2004;

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Announcement in State Gazette No. 95//2004 supplement to the State Gazette No. 09 dated 30 January 2004 on PT Dharmapala Usaha Sukses dated 09 December 2003;

Share of Sale and Purchase Agreement dated 20 August 2003;

6. Statement of Meeting Resolution No. 80 dated June 12, 2006 made before Eliwaty Tjitra, S.H., then a Notary in Jakarta;

Minutes of Extraordinary Shareholders Meeting dated 30 May 2006;

The Deed has been approved by MOLHR Decree No. C-20000 HT.01.04Th.2006 dated July 10, 2006;

Company Registration Certificate No. TDP 090515141167 at Company Registration Office Central Jakarta No. 3152/RUB 09.05/XII 2007 dated 07 December 2007;

Note:

Please provide Announcement in state gazette and supplement to the state gazette for deed no 08/2006;

7. Shareholders Circular Resolution No. 18 dated 4 November 2007 made before Notary Eliwaty Tjitra, S.H., then a Notary in Jakarta;

The Deed has been approved by MOLHR Decree No. C-05564 HT.01.04-TH.2007;

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The deed has been notified to the MOLHR pursuant to notification receipt No. CUM.HT.01.10-5398 dated December 07, 2007;

Note:

Please provide us The evidence of company registration at Company Registration Office Jakarta pursuant to deed no. 18 /2007;

8. Statement of Meeting Resolution No. 224 dated December 26, 2007 made before Sutjipto, S.H., Mkn. Then a Notary in Jakarta;

The Deed has been approved by MOLHR Decree No. AHU-01722.AH.01.02.Tahun 2008 dated January 15, 2008

Company Registration No. AHU-0002714.AH.01.09.Tahun 2008 dated 15 January 2008;

Note:

Please provide us an Announcement on the state gazette and supplement to the state gazette for deed No. 224/2007 and the evidence of company registration at Company Registration Office Jakarta.

9. Unanimous Written Resolution of Shareholders No.40 dated 22 February 2010 made before Ashoya Ratam, S.H., Mkn. A notary in Jakarta ;

The Deed has been approved by MOLHR Decree No. AHU-01.10-05640 dated March 2010,08;

Company Registration No. AHU-

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0017462.AH.01.09.Tahun 2010 dated 08 March 2010;

Note:

Please provide us The evidence of company registration at Company Registration Office Jakarta pursuant to deed No.40/2010

10. Unanimous Written Resolution of Shareholders No.12 dated 26 November 2012 made before Ashoya Ratam, S.H., Mkn. A notary in Jakarta;

The Deed has been approved by MOLHR Decree No. AHU-64062. AH.01.02.Tahun 2012 dated December 2012, 13 and Company Registration No. AHU-0108539.AH.01.09.Tahun 2012 dated 13 December 2012.

The Deed has been notified to the MOLHR pursuant to notification receipt No. AHU-AH.01.10-01365 date January 22, 2013 and Company Registration No. AHU-0003252.AH.01.09.Tahun 2013 dated 22 January 2013.

Note:

Please provide us an Announcement on state gazette and supplement to the state gazette for deed No. 12/2012 and The evidence of company registration at Company Registration Office Jakarta pursuant to deed No. 12/2012.

11. Unanimous Written Resolution of Shareholders in lieu of an Extraordinary General Meeting of Shareholders No.12 dated 26 November 2012 made before Utiek R. Abdurachman, S.H., Mli.,Mkn. A notary in Jakarta;

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The Deed has been notified by MOLHR Decree No. AHU-AH.01.10-39471 date September 23, 2013;

Company Registration No. AHU-0088745.AH.01.09.Tahun 2013 dated 23 September 2013;

12. Unanimous Written Resolution of Shareholders No. 27 dated 18 March 2014 made before Ashoya Ratam, S.H., Mkn. A notary in Jakarta;

The Deed has been approved by MOLHR Decree No. AHU-00512.40.20.2014 dated April 2014, 15 and Company Registration No. AHU-00512.40.20.2014. dated 15 April 2014.

The Deed has been notified by MOLHR Decree No. AHU-02758.40.22.2014 date April 15, 2014 and Company Registration No. AHU-02756.40.22.2014 dated April 15, 2014.

Note:

Please provide an Announcement in state gazette and supplement to the state gazette for deed no 27/2014 and The evidence of company registration with Company Registration Office Jakarta pursuant to deed No. 27/2014.

13. Unanimous Written Resolution of Shareholders in lieu of an Extraordinary General Meeting of Shareholders No. 03 dated 3 February 2015 made before Ashoya Ratam, S.H., Mkn. A notary in Jakarta;

Note:

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The evidence of company registration with Company Registration Office Jakarta pursuant to deed No. 3/2015 and notification receipt from MOLHR.

14. Unanimous Written Resolution of Shareholders in lieu of an Extraordinary General Meeting of Shareholders No.34 dated 24 April 2015 made before Ashoya Ratam, S.H., Mkn. A notary in Jakarta;

The Deed has been notified by MOLHR Decree No. AHU-01.03.0927334 date April 27, 2015;

Company Registration No. AHU-3497372.AH.01.11. Tahun 2015 dated April 27, 2015;

Note:

Please provide us with the he evidence of company registration with the Company Registration Office Jakarta pursuant to deed No.34/2015.

(b) Minutes of Annual General Meetings of Shareholders and Extraordinary General Meetings of Shareholders

Annual Report of The Board of Directors of PT DUS for the financial year 2006.

(c) minutes of General Meetings of Shareholders which appointed current members of BOD and BOC and names and addresses of such members

1. Deed of Minutes of Meeting No.73 dated June 12, 2001, made before Agus Madjid, S.H., then a Notary in Jakarta;

Note:

Please provide the notification receipt from MOLHR and company registration certificate issued by the company registration office Jakarta;

2. Unanimous Written Resolution of Shareholders No. 12 dated 21 May 2008 made before Ashoya

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Ratam, S.H., then a Notary in Bekasi;

The Deed has been notified by MOLHR Decree No. AHU-AH.01.10-17207 date July 07, 2008;

Company Registration No. AHU-0056210.AH.01.09 Tahun 2008 dated 07 July 2008;

Company Registration Certificate at Company Registration Office Central Jakarta dated 30 April 2009;

3. Unanimous Written Resolution of Shareholders No. 01 1 September 2009 made before Ashoya Ratam, S.H., then a Notary in Bekasi;

The Deed has been notified by MOLHR Decree No. AHU-AH.01.10-15921 date September 14, 2009;

Company Registration No. AHU-0061220. AH.01.09 Tahun 2009 dated 14 September 2009;

Note:

Please provide us the evidence of the registration of deed No. 01/2009; with the company registration office Jakarta.

4. Unanimous Written Resolution of Shareholders No. 03 12 August 2011 made before Ashoya Ratam, S.H., then a Notary in Jakarta;

The Deed has been notified by MOLHR Decree No. AHU-AH.01.10-28681 date September 09, 2011;

Company Registration No. AHU-

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0073147.AH.01.09.Tahun 2011 dated 09 September 2011;

Note:

The evidence of the registration of deed No. 03/2011 with the company registration office Jakarta.

5. Unanimous Written Resolution of Shareholders in lieu of an Extraordinary General Meeting of Shareholders No.72 dated 11 September 2013 made before Utiek R. Abdurachman, S.H., Mli., Mkn. A notary in Jakarta;

Note:

Please provide notification receipt issued by MOLHR and company registration certificate with the company registration office Jakarta;

6. Unanimous Written Resolution of Shareholders No. 47 dated 25 November 2013 made before Ashoya Ratam, S.H., then a Notary in Jakarta;

The Deed has been notified by MOLHR Decree No. AHU-AH.01.10-53184 date December 09, 2013;

Company Registration No. AHU-0117516.AH.01.09.Tahun 2013 dated 09 December 2013;

Note:

Please provide the evidence of the registration of deed 47/2013 with the company registration office Jakarta.

(d) evidence of payment of capital contributions by shareholders:

Note:

Please provide documents

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- amount of authorized, issued and paid-up capital; and

- Type of issued shares.

evidencing of payment of capital contributions by the shareholders.

(e) Shareholdings

- Any share option agreements or arrangements and/or pre-emptive rights and/or conversion rights over the DUS's share capital including purchase plans, warrant arrangements and employees stock ownership or a bonus plans;

- Any pledges documents over the share capital of the Company;

- Any documents related to Company’s share transfer, including it Sales and Purchase Agreement and all the approval from General Meeting of Shareholder;

Shareholdings

1. Deed No.29/2001

Deed of Share Sale and Purchase No 9853/Waar/V/2001, made before Agus Madjid, S.H., then a Notary in Jakarta;

Deed of Share Sale and Purchase No 9854/Waar/V/2001, made before Agus Madjid, S.H., then a Notary in Jakarta;

Deed of Share Sale and Purchase No 9855/Waar/V/2001, made before Agus Madjid, S.H., then a Notary in Jakarta;

Deed of Share Sale and Purchase No 9856/Waar/V/2001, made before Agus Madjid, S.H., then a Notary in Jakarta.

Note:

Please provide us with a notification receipt issued by MOLHR.

2. Deed of Minutes of Meeting

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No.22 dated August 20, 2003, made before Veronica Liliy Dharma, S.H., then a Notary in Jakarta;

Minutes of General Meeting of Shareholder approving the transfer of shares in the Company dated 20 August 2003;

The Deed has been notified by MOLHR Decree No. C-UM.02.01.14183 date September 10, 2003;

Company Registration Certificate at Company Registration Office Central Jakarta dated October 10, 2003.

Sales and purchase agreement (underhand) made by and between Marlena and Anton dated August 20, 2003.

3. Deed of Meeting Resolution No. 21 dated December 15, 2003 made before Veronica Liliy Dharma, S.H., then a Notary in Jakarta

The Deed has been notified by MOLHR Decree No. C-UM.02.01.1709 date February 13, 2004;

Company Registration Certificate at Company Registration Office Central Jakarta dated 30 March 2004;

Note:

Please provide us with share sale and purchase for deed No. 21/2003.

.4. Deed No. 05 dated 26 May 2005

made before Veronica Liliy

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Dharma, S.H., then a Notary in Jakarta

The Deed has been notified by MOLHR Decree No. C-UM.02.01.8126 date June 13, 2005;

Share Sale and Purchase dated May 10, 2005;

Note :

Please provide us Company Registration Certificate at Company Registration Office Jakarta for Deed No05/2005;

5. Statement of Meeting Resolution No. 07 dated May 02, 2006 made before Eliwaty Tjitra, S.H., then a Notary in Jakarta;

The Deed has been notified by MOLHR Decree No. C-UM.02.01.7439 date May 08, 2006;

Company registration dated August, 28, 2006.

6. Deed No. 224/2007:

Deed of Shares Sale and Purchase No.67 dated 14 December 2007;

Unanimous Written Resolution of the Board of Directors of PT DUS date10 December 2007;

Circular Resolution of Shareholders of PT DUS dated 10 Dec 2007;

Deed of Share Sale and Purchase dated 10 Dec 2007 no. 67 between PT PIP, PT ST, Nugroho Singgih, Gandy Rahrdaja and FEAP Limited.

- Any shareholders agreements and/or joint

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venture agreement;

- Shareholders Register and Special Share Register of DUS; and

Note:

Please provide us with the current Shareholders register and Special Share Registrar.

- Share Certificates or Collective Share Certificates issued by DUS.

1. Far East Agri Private Limited ‘s Collective Share Certificate representing 3712 shares, share numbers 89089 to and including 92800 issued in the name of Gandy Rahardja dated 15 February 2008 ;

2. Sunny George Verghese’s collective Share Certificate representing 928 shares share numbers 88161 to and including 89088 issued in the name of Gandy Rahardja dated 15 Ferbruary2008;

(f) Details of Directors and Commissioner: Manoj Velayudha Marar (President Director), Arya Arvind Kumar (Director), Sharma Anjani Kumar (Director)

- Identity Card/Passport Note :

Please provide copy of identity card/passport of the Director/ name as mentioned above

- Tax File Number Manoj Velayudha Marar (President Director) : 09.141.839.2-019.000

Arya Arvind Kumar (Director) : 88.795.152-3-522.000

Sharma Anjani Kumar (Director) :

Note :

We haven’t receive NPWP number for Sharma Anjani Kumar

- Statement latter for citizenship relinquishment (if any)

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- Statement Letter for change of name (if any)

- Afiliates List and its details (if any)

(g) Legal Entity Shareholder:

- the holding company's Deed of Establishment, the Articles of Association; and evidence of registration of the Deed of Establishment;

Deed of Articles of Association of Far East Agri PTE, LTD. Dated 16 August 2007;

the deed was approved by Ministry of Foreign Affairs Singapore dated 3 April 2014;

- Any amendments to the Articles and

evidence of approval of the Articles by the MOLHR;

-- Deeds which prove the structure of BoD

and BoC of the holding company;

- Details of Directors and Commissioner:

- License/regulatory Compliance (such as Company Registration/TDP, Company’s Operating License/SIUP and Tax File Number/NPWP).

(h) Individual Shareholders: Note:

Please provide passport of Sunny George Verghese’s.

- ID Card/ Passport;

- Tax File Number;

- Statement latter for citizenship relinquishment (if any)

- Statement Letter for change of name (if any)

(i) Acknowledgement Letter of DUS’s Annual Financial Statements (Surat Tanda Penerimaan Laporan Keuangan Tahunan Perusahaan/STP-LKTP) issued by the Directorate of Business and Company Registration

II. LICENSES/REGULATORY COMPLIANCE

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Licenses held by DUS:

(a) the Company Registration Certificate for Head and Branch Office;

1. TDP No. 09.05.1.71.41167 issued on October 10, 2003 valid until June 25, 2006;

2. TDP No. 09.05.1.15.41167 issued on March 30, 2004 valid until June 25, 2006;

3. TDP No. 09.05.1.15.41167 issued on June 28, 2011 valid until June 25, 2011;

4. TDP No. 09.05.1.15.41167 issued on 7 December 2007 valid until June 25, 2011;

5. TDP No. 09.05.1.15.41167 issued on January 15, 2008 valid until January 15, 2013;

6. TDP No. 09.03.1.15.60177 issued on April 30, 2009 valid until January 15, 2013;

7. TDP No. 09.03.1.10.60177 issued on July 21, 2011 valid until January 15, 2013;

8. TDP No. 09.03.1.10.60177 issued on January 7, 2013 valid until January 15, 2018;

9. TDP No. 09.03.1.10.60177 issued on February 25, 2015 valid until January 15, 2018.

(b) Any documents or permits issued by Department of Trade which is related to DUS’s trading activities;

1. Letter No. 6475/DAGLU.4.2/XI/2003 for Import Goods issued by Department of Industrial and Trade dated November 21, 2003 with attachment;

2. Letter No. 245/DAGLU.4.2/I/2004 for Import Goods issued by Department of Industrial and Trade dated January 12, 2004 with attachment;

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3. Letter No. 883/DAGLU.4.2/II/2004 for Country of Origin Amendment issued by Department of Industrial and Trade dated February 6, 2004;

4. Letter No. 2885/DAGLU.4-2/V/2004 for Extension Letter No. 245/DAGLU.4.2/I/2004 issued by Department of Industrial and Trade dated May 28, 2004;

5. Letter No. 2487/DAGLU.4.2/IV/2004 for Port of Destination Amendment issued by Department of Industrial and Trade dated April 28, 2004;

6. Letter No. 4620/DAGLU.4.2/IX/2004 for Second Extension of Letter No. 245/DAGLU.4.2/I/2004 issued by Department of Industrial and Trade dated September 1, 2004;

7. Letter No. 6645/DAGLU.4.2/XII/2004 for Import Goods issued by Department of Industrial and Trade dated December 29, 2004 with attachment;

8. API-T Holder (DUS) for Sugar dated March 18, 2005 and valid until March 17, 2010

9. API-T Holder (DUS) for Electronic and its Components dated February 26, 2004 and valid until February 24, 2009

10. API-T Holder (DUS) for Electronic and its components (Extension and Amendment) dated March 18, 2009

11. API-T Holder (DUS) for Sugar (Amendment) dated March 25, 2009

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12. API-T Holder (DUS) for Sugar (Amendment) dated January 21, 2008

13. API-P (Angka Pengenal Importir – Produsen) No. 090500712-B issued by Ministry of Trade dated September 10, 2012;

14. Trade Business License (SIUP) No. 1.420/09-01/PB/V/2001 dated 29 May 2001

15. Trade Business License (SIUP) No. 0351/1.824.51 dated 10 February 2004

16. Trade Business License (SIUP) No. 02551/1.824.271 dated 14 June 2006

17. Trade Business License (SIUP) No. 05088/1.824.271 dated 3 December 2007

(c) Any documents or permits related to Import / Export activities;

1. Recommendation Letter for Raw Sugar Importer Producer No. 27/IAK/IV/2005 issued by Directorate General of Chemical and Agro Industry dated April 25, 2005

Application Letter for Recommendation No. 050/Dir-DUS/Daglu-Indag/III/05 dated March 23, 2005 issued by DUS

2. Acknowledgement of Importer Producer for Raw Sugar No. 504/DAGLU/IP/5/2005 dated May 20, 2005;

3. Letter for Securitization of Import Raw Sugar No. 511.1/2942 issued by Department of Industrial and Trade on September 2005 (date unknown);

4. Acknowledgement of Importer

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Producer for Raw Sugar No. 927/DAGLU/IP/9/2005 dated September 29, 2005;

5. Recommendation Letter for Raw Sugar Importer Producer No. 577/IAK/V/2006 issued by Directorate General of Chemical and Agro Industry dated May 15, 2006

Application Letter No. 018/Dir-DUS/IKAHH/IV/06 for Recommendation of IP Raw Sugar issued by DUS dated May 18, 2006

6. Acknowledgement of Importer Producer for Raw Sugar No. 495/DAGLU/IP/7/2006 dated July 3, 2006;

7. Recommendation Letter for Raw Sugar Importer Producer No. 1369/IAK/12/2006 issued by Directorate General of Chemical and Agro Industry dated December 22, 2006

Application Letter for Recommendation No. 049/Dir-DUS/IKAHH/XI/06 dated November 20, 2006 issued by DUS

8. Acknowledgement of Importer Producer for Raw Sugar No. 32/DAGLU/IP/1/2007 dated January 11, 2007;

Application Letter for Importation of IP Raw Sugar No. 001/Dir-DUS/Daglu/I/07 dated January 5, 2007

9. Recommendation Letter for Raw Sugar Importer Producer No. 1151/IAK/09/2007 issued by Directorate General of Chemical and Agro Industry dated September 24, 2007

10. Acknowledgement of Importer

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Producer for Raw Sugar No. 576/DAGLU/IP/11/2007 dated November 5, 2007;

Application Letter for Importation of IP Raw Sugar No. 017/Dir-DUS/Daglu/X/07 dated 1 October 2007

11. Letter of Distribution for Raw Sugar No. 1357/IAK/11/2007 dated November 19, 2007

12. Acknowledgement of Importer Producer for Raw Sugar No. 04.IP-04.12.0083 dated December 18, 2012;

13. Acknowledgement of Importer Producer for Raw Sugar No. 04.IP-04.13.0099 dated April 12, 2013;

14. Acknowledgement of Importer Producer for Raw Sugar No. 04.IP-04.13.0114 dated June 21, 2013;

15. Acknowledgement of Importer Producer for Raw Sugar No. 04.IP-04.13.0126 dated November 19, 2013;

16. Acknowledgement of Importer Producer for Raw Sugar No. 04.IP-04.13.0135 dated December 13, 2013;

17. Acknowledgement of Importer Producer for Raw Sugar No. 04.IP-04.14.0004 dated March 10, 2014

(d) Any documents or permits issued by the Indonesian Customs and Excise;

1. Notification Letter for Registration No. S-011339R/BC.1/2004 issued by Indonesian Customs and Excise dated August 31, 2004;

2. Notification Letter for Explanation of GB Bond No. S/1919/BC.2/2005 issued by

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Indonesian Customs and Excise dated August 31, 2005

3. Customs and Excise Number 01.011339 issued by Directorate General of Customs and Excise dated October 31, 2011

4. Customs and Excise Number 01.011339 issued by Directorate General of Customs and Excise dated October 11, 2012

(e) Taxpayer Registration Number (Nomor Pokok Wajib Pajak) for Head and Branch Office;

1. NPWP number 02.062.239.5-022.000 (DUS Office at Menara Batavia)

2. NPWP number 02.062.239.5-073.000 (DUS Office at Gandaria Office 8)

3. NPWP number 02.062.239.5-522.001 (Manufacture)

4. Notification Letter No. S-1934/WPJ.06/KP.1005/2004 for Free Income Tax (PPh) issued by Directorate General of Taxation dated September 27, 2004

5. Notification Letter No. S.995/WPJ.06/KP.1010/2006 for Equalization of Income Tax (PPh) Article 22 Import and PPN Import issued by Directorate General of Taxation dated July 11, 2006

(f) Certificate of Company Domicile for Head and Branch Office;

1. Certificate of Company Domicile No. 71/1.824/11/2001 dated 11 May 2001 valid until May 11, 2002

2. Certificate of Company Domicile No. 503/085/VIII/2004 dated August 24, 2004 and valid until August 24, 2005 (Branch Office in Cilacap)

3. Certificate of Company Domicile No. 182/1.824/IX/2004 dated

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September 23, 2004 valid until September 23, 2005;

4. Certificate of Company Domicile No. 117/1.824/2005 dated October 25, 2005 valid until October 25, 2006;

5. Certificate No. 191/1.824/2006 dated May 16, 2006

6. Certificate of Company Domicile No. 503/094/IX/2006 dated September 9, 2006 valid until September 9, 2007;

7. Certificate No. 443/1.824/2007 dated October 30, 2007

8. Certificate of Company Domicile No. 443/1.824/2007 dated October 30, 2007 valid until October 30, 2008;

9. Certificate of Company Domicile No. 005/1.824/2008 dated January 7, 2008 valid until January 7, 2009;

10. Certificate of Company Domicile No. 242/1.824/2011 dated June 10, 2011 valid until June 10, 2012;

11. Certificate of Company Domicile No. 175/1.824.1/10 dated July 6, 2010 valid until July 6, 2011;

12. Certificate of Company Domicile No. 244/1.824/2012 dated May 30, 2012 valid until May 30, 2013;

13. Certificate of Company Domicile No. 319/1.824/2013 dated May 2, 2013 valid until May 2, 2014;

14. Certificate of Company Domicile No. 187/1.824/2014 dated April 15, 2014 valid until April 15, 2015

15. Certificate of Company Domicile

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No. 2959/27.1.1/31.74.05.1001/-1755.13/2015 dated April 16, 2015 valid until April 16, 2016

(g) Taxable Entrepreneur Number (Pengusaha Kena Pajak);

1. Statement of Tax Registration No. PEM 95/WPJ.04/KP.1003/2001 issued by Directorate General of Taxation dated June 14, 2001

2. Statement of Tax Registration No. PEM-025/WPJ.05/KP.0503/2001 issued by Directorate General of Taxation dated May 16, 2001

3. Letter of Taxable Entrepreneur Number No. PEM-212/WPJ.05/KP.1103/2003 issued by Directorate General of Taxation dated October 1, 2003

4. Statement of Tax Registration No. PEM-61/PB/WPJ.05/KP.1103/2003 issued by Directorate General of Taxation dated September 30, 2003

5. Moving Letter No. PEM-924/WPJ.06/KP.0803/2003 issued by Directorate General of Taxation dated September 30, 2003

6. Notification Letter No. S-212/WPJ.05/KP.1103/2003 regarding Tax Invoice dated October 1, 2003

7. Moving Letter No. PEM-795/WPJ.06/KP.0903/2004 issued by Directorate General of Taxation dated August 26, 2004;

8. Statement of Tax Registration No. PEM-01725/WPJ.06/KP.1203/2008 issued by Directorate General of Taxation dated July

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21, 2008

9. Statement of Tax Registration No. PEM-01726/WPJ.06/KP.1203/2008 issued by Directorate General of Taxation dated July 21, 2008

10. Letter of Taxable Entrepreneur Number No. PEM-00151/WPJ.06/KP.1203/2011 issued by Directorate General of Taxation dated June 24, 2011;

11. Statement of Tax Registration No. PEM-00150WPJ.06/KP.1203/2011 issued by Directorate General of Taxation on June 24, 2011;

(h) Organization Chart of DUS;

(i) Nuisance permit (or HO (Hinder Ordonnantie)). Nuisance Permit No. 503/011/I/27/2004 issued by Cilacap Local Government dated January 27, 2004

(j) Business Location Permit (SITU); Decree of Cilacap Regent No. 503/002/35/Tahun 2004/Cp. Regarding Building Construction Permit on January 2004 (date unknown)

(k) Any permits or registrations required by Regional government rules or regulations;

Investment Licenses:

(a) Foreign Investment Approvals, Principle License including all its amendments;

1. Approval of Office Address Amendment issued by Investment Coordinating Board (BKPM) dated July 13, 2011;

Principle License No. 1145/I/IP/PMA/2014 dated April 14, 2014 issued by Investment Coordinating Board (BKPM)

Note:

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Please Provide:

1. Laporan Kegiatan Penanaman Modal Semester I Tahun 2005;

2. Surat Persetujuan Penanaman Modal Dalam Negeri No. 94/I/PMDN/2001 tanggal 04 Juni 2001 jis. 297/B.2/A.6/2003 tanggal 20 tahun 2003;

3. No. 73/III/PMDN/2004 tanggal 22 Juni 2004.

(b) Domestic Investment Approvals and its amendments;

1. Letter of Approval of Domestic Investment issued by Investment Coordinating Board (BKPM) No. 94/I/PMDN/2001 dated 4 July 2001;

2. Letter of Approval for Expansion of Domestic Investment issued by Investment Coordinating Board (BKPM) No. 75/II/PMDN/2001 dated 11 December 2001;

(c) Periodic Investment Activity Report (Laporan Kegiatan Penanaman Modal);

Investment Activity Report (LKPM) Semester I year 2007 dated 3 September 2007

Note:

Please provide DUS LKPM from 2007 until 2015.

(d) Business Licenses (Izin Usaha) issued by the Indonesian Investment Coordinating Board (Badan Koordinasi Penanaman Modal);

1. Industrial Business License No. 583/T/INDUSTRI/2005 dated 7 July 2005

2. Industrial Business License No. 322/T/INDUSTRI/2009 dated 2 April 2009

Note:

Please provide:

1. Persetujuan Perubahan Status Perusahaan PMDN menjadi

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PMA No. 236/V/PMA/2007 tanggal 3 Desember 2007 dan

2. Sk BKPM No. 371/B.3/A.9/2008 tanbggal 19 agustus 2008.

(e) Investment Facilities; 1. Letter No. 224/Pabean/2004 for

Import Duty Facility issued by Investment Coordinating Board (BKPM) dated 2 August 2004

2. Letter No. 244/Pabean/2005 for Import Duty Facility issued by Investment Coordinating Board (BKPM) dated 21 July 2005

3. Letter No. 242/Pabean/2006 for Import Duty Facility issued by Investment Coordinating Board (BKPM) dated 26 July 2006

4. Letter No. 48/A.6/2007 for Extension Application of Import Duty Facility issued by Investment Coordinating Board (BKPM) dated 5 April 2007

Application Letter for Extension Application Import Duty Facility issued by DUS No. 05/DUS-Dir/III/2007 dated 15 March 2007

5. Extension of Import Duty Facility Period for DUS issued by Investment Coordinating Board (BKPM) No. 326/Pabean/2007, dated 26 October 2007

(f) Any permits or registrations issued or granted by the Indonesian Investment Coordinating Board;

1. Letter of Clarification for BKPM Letter of Approval issued by Investment Coordinating Board (BKPM) No. 101/B.3/A.7/2003 dated 25 July 2003

2. Letter of Amendment of Limited Importer Identification Number (APIT) No. 440/APIT/2003 PMDN issued by Investment Coordinating Board (BKPM) dated 15 October 2003

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3. Letter of Amendment of Limited Importer Identification Number (APIT) No. 440/APIT/2003 PMDN issued by Investment Coordinating Board (BKPM) dated 14 November 2003

4. Letter of Approval for Amendment of Project Location No. 297/B.2/A.6/2003 issued by Investment Coordinating Board (BKPM) dated 20 October 2003

5. Letter of Approval for Change of Office Address No. 120/B.3/A.7/2003 issued by Investment Coordinating Board (BKPM) dated 27 October 2003

6. Letter of Approval for Extension of Project Completion No. 73/III/PMDN/2004 issued by Investment Coordinating Board (BKPM) dated 22 June 2004

7. Letter of Assignment for Machinery Verification No. 141/B.3/A.6/2004 issued by Investment Coordinating Board (BKPM) dated 21 June 2005

8. Letter of Approval for Change Status from PMDN into PMA No. 236/V/PMA/2007 issued by BKPM dated

9. Letter of Approval for Status Amendments from PMDN into PMA issued by Investment Coordinating Board (BKPM) No. 236/V/PMA/2007 dated 3 December 2007

10. Letter of Approval for Change of Office Address No. 371/B.3/A.9/2008 issued by Investment Coordinating Board (BKPM) dated 19 August 2008

11. Letter of Limited Importer Identification Number No. 25/APIT/2008/PMA issued by Investment Coordinating Board (BKPM) dated 18 January 2008

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12. Letter of Approval for Change of Office Address No. 142/1/IU/III/PMA/INDUSTRI/2011 issued by Investment Coordinating Board (BKPM) dated 13 July 2011

Environmental and Safety Matters:

(a) Environmental License (Izin Lingkungan) Decree of Cilacap Regent No. 590/460.a/02/Tahun 2003 regarding Location Permit for Sugar Factory with ± 1.5 HA (Hectares) in Tambakreja dated 10 December 2003

(b) All licenses and consents held by the Company concerning the protection of the environment and workplace security

(c) Governmental approvals on the documents of: (i) AMDAL which consist of (i) Study of Environmental Impacts (Analisa Dampak Lingkungan); (ii) Environment Management Plan (Rencana Pengelolaan Lingkungan) and; (iii) Environment Monitoring Plan (Rencana Pemantauan Lingkungan); or (ii) Environmental Management Effort (Usaha Pengelolaan Lingkungan or UKL) and the Environmental Monitoring Effort (Usaha Pemantauan Lingkungan or UPL);

Note:

Please provide us with UKL and UPL that has been approved pursuant to approval No. 660.1/0879/37/2008 dated December 11, 2008.

(d) Liquid Waste Disposal License (Izin Pembuangan Limbah Cair);

(e) Approval and Permit for the utilization, management, processing, storage, and transportation of Hazardous and Toxic Material;

(f) Any permits or registrations required by regional Government rules or regulations;

Licenses Related to Plantation Business Activities

(a) Location Permits (Izin Lokasi);

(b) Approval from the Department of Forestry on the utilization and/or relinquishment of forest

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area (if any);

(c) Plantation Business License (IUP-B / IUP-P / IUP);

(d) Any permits or registrations required by Regional government rules or regulations;

III. ASSETS

Land

(a) List of all real property owned or occupied by DUS specifying type of license of ownership, type of land rights, place, extent, and the expiry dates of land rights;

1. Deed of Sale and purchase agreement No.891/Keb.Baru/1997;

2. Property rights on apartment units No. 90/I/II province Jakarta, regency South Jakarta, district Kebayoran Baru, sub-district Pulo dated 12 September 1997;

3. Rights of Ownership No.46 Province Jakarta, Central Jakarta, district Sawah Besar sub district Gunung Sahari Utara dated 9 July 1996 under the name of Khouw Lena isteri Liauw SE Yoeng;

4. Handover agreement land use rights of port management section a period of 20 years No. HK.0501/07/TNT-2004 dated 26 January 2004 valid until 31 December 2023;

5. Handover agreement land use rights of port management section a period of 20 years No. HK.0501/08/TNT-2004 dated 26 January 2004 valid until 31 December 2023;

6. Handover agreement land use rights of port management section a period of 10 years No. HK.0501/992/TNT-2005 dated 30December 2005 valid until 31 March 2015;

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7. Right to Build No.797 Province West Java, Tangerang, Distric Ciledug, Sub-district Karang Muly dated 25 July 1997 valid until 18 June 2015;

8. Right to Build No.800 Province West Java, Tangerang, Distric Ciledug, Sub-district Karang Muly dated 25 July 1997 valid until 24 Sept 2025;

9. Right to Build No.00811 Province Central Java, Cilacap, Distric South Cilacap, Sub-district TambakReja dated 13 March 2007 valid until 31 December 2023;

10. Right to Build No.787 Province West Java, Tangerang, Distric Ciledug, Sub-district Karang Muly dated 26 June 2004 valid until 31 December 2023;

11. Right to Build No.00812 Province West Java, Tangerang, Distric Ciledug, Sub-district Karang Muly dated 15 February 2007 valid until 31 December 2023;

12. Rights of Ownership No.1026 Province Jakarta, West Jakarta, district Palmerah sub district Jati Pulo dated 28 December 1978, registered under the name of Juli Josette;

Note:

Please provide the following documents:

(a) The extension of Certificate HMSRS No. 90/90/I/II/pulo for apartment unit No. 90/I/II;

(b) The extension of right to build No.797/1997;

(c) Right to build certificate No.510 and its extension;

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(b) Copies of land title deeds (certificates) and situation drawings/deeds of relinquishment/ surat girik, and all leases and sub-leases, of land building or office space if any;

Handover agreement land use rights of port management section a period of 20 (twenty) years No. HK.0501/07/TNT-2004 dated 26 January 2004 Valid until 31 December 2023

(c) Encumbrances, if any, on land/building (e.g. (mortgages));

1. POA of grating of security rights No. 08 dated 9 December 2003 between PT DUS and Pt Bank Danamon Indonesia, Tbk;

2. POA of grating of security rights No. 09 dated 10 December 2003 between PT DUS and Pt Bank Danamon Indonesia, Tbk

3. POA of Grating of Security Rights No. 10 dated 10 December 2003 between PT DUS and PT Danamon Indonesia, Tbk.

4. Security Rights No. 8831 Province Central Java, Cilacap dated 21 Aug 2004;

5. Security Rights No.3082/2003 Province Jakarta, South Jakarta dated 25 Dec 2003;

6. Security Rights No. 386/2004 Province Jakarta, Central Jakarta dated 04 march 2004;

7. Security Rights No. 385/2004 Province Jakarta, Central Jakarta, District Sawah Besar, sub-district Gunung Sahari Utara dated 04 March 2004;

8. POA of grating of security rights No. 07 dated 09 December 2003;

9. Security Rights No. 145 Province Banten, Tangerang, dated 08 Jan 2004;

10. Security Rights No. 183 province Banten, Tangerang

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dated 23 Jan 2004;

11. Security Rights No. 8831 province Central Java, Cilacap dated 21 August 2004;

Other Assets

(d) Details of other assets (movables) of DUS:(i.e., list of inventory, list of equipment, machinery and vehicles);

Details List of PT DUS Fixed Assets- Equipment as per July 31, 2007;

(e) Certificates of Intellectual Property Rights, including Trademark, Patent, Copyrights, and Industrial Design or other intellectual property rights (i) owned or (ii) used by DUS and any licenses taken or granted or registered user agreements and countries of registration;

Note:

Please provide us with the documents of Intellectual Property Rights

(f) Details of any royalties, or any other exclusive rights. (if any);

IV. LOANS, FOREIGN CURRENCY TRANSACTIONS AND GUARANTEES

(a) list of any loans made by or to DUS (including shareholder loans); and

1. Joint Financing dated 18 Dec 2003 between PT DUS with PT Suryatama Tigamitra as amended pursuant to Joint Financing dated 1 June 2005 and lastly amended by Joint Financing dated 04 Dec 2006 between PT DUS with PT Suryatama Tigamitra valid until 04 Dec 2007;

Note:

Please confirm whether this loan arrangement is still exist.

2. Approval of Credit Facility beetwen PT DUS with PT Bank Danamon dated 13 Mei 2003 No. B.732.S.CBD;

Deed of Meeting Resolution No. 23, dated 20 August 2003, under Veronica Lily Dharma, S.H. Notary in Jakarta;

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Commissioner Approval letter dated 20 August 2003 re. bank loan from PT Bank Danamon Indonesia Tbk

Approval of extension availability Period dated 3 Dec 2003 No. B.2588.S.CBD;

Technical and operational implementation Pick Up Service (withdraws) by third party;

Cooperation agreement between PT Bank Indonesia, Tbk and PT DUS;

Approval of extension availability Period Tranche II dated 21 April 2004 No. B.650.S.CBD;

Revised Offering Letter to Restructure DUS Loan Facilities dated May 25, 2005;

Note:

Please confirm whether this loan arrangement is still exist.

(b) any guarantees, indemnities or security granted by DUS or by any shareholder or third party in respect of any liability of DUS (e.g., Fiduciary Transfer Agreement(s) (FTA), Acknowledgement of Indebtedness (AOI), Mortgage, Assignment of Receivables, Pledge, etc.).

1. Deed of Fiduciary Guaranty (Machine) No. 69 dated 31 Mei 2005 between DUS and PT Bank Danamon, Tbk;

2. Deed of Grant Agreement guaranties (Receivables Guarantor) No. 79 dated 31 May 2005;

3. Deed of Grant Agreement Guaranties (Receivables Guarantor) No. 80 dated 31 May 2005;

4. Deed of Grant Agreement Guaranties (Receivables Guarantor) No. 81 dated 31 May

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2005;

5. Acknowledgement of Indebtedness dated 2 May 2006 on Joint Financing dated 18 Dec 2003 between PT DUS with PT Suryatama Tigamitra;

6. Cessie Deed No.66 dated 10 Deed of Fiduciary Dec 2007

7. Addendum to Share Sale and Purchase Agreement and Shareholder Loan Sale and Purchase Agreement 10 December 2007;

8. POA No. 68, 69,70, 72 deed 10 December 2007;

9. Cessie Deed No. 65 dated 10 Dec 2007 between PT Bank Danamon Indonesia Tbk and Olam International Limited;

10. Deed of fiduciary guarantee (inventory and/or receivable) dated 16 May 2006 No. 27;Note:

Note:

Please provide us with Loan Sale and Purchase Agreement dated October 1, 2007 made by and among PT Prima Indah Perkasa, PT Suyatama Tigamitra, Mr. Nugroho Singgih, Mr. Gandy Rahardja, Far East Agri and Mr. Sunny George.

V. BANKING ARRANGEMENTS

(a) names and addresses of DUS's bankers; PT Bank Danamon Indonesia, Tbk, with address at Menara Bank Danamon Lt. 5, Jl. Prof. Dr. Satrio Kav. E4/6

(b) details of bank accounts operated and DUS’s authorized signatories; and

(c) any secured or unsecured overdraft or other loan facilities security granted for loans (e.g.,

1. Letter for re-conveyance from PT Bank Danamon dated 10

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debentures, mortgages, charges or other). December 2007

2. Letter of Notification from PT Bank Danamon No. 01100196520401 dated 4 August 2004

3. Letter of Notification from PT Bank Danamon No. 011001965620402 dated 31 August 2004

4. Letter of Notification from PT Bank Danamon No. 01100196520403 dated 28 September 2004

5. Letter of Notification from PT Bank Danamon No. 01100196520404 dated 4 November 2004

6. Letter of Notification from PT Bank Danamon No. 01100196520406 dated 17 December 2004

VI. INSURANCE

All of the existing Insurance policies of DUS. Please include details of outstanding and refused/rejected claims;

All Risk Insurance :Policy No. JK-R02-00-2007-02-00000140-000 Insurance Period : 365 days starts from 1 February 2007 until 5 January 2008

Occupancy : Sugar Factory

Total Sum Insured : Rp 215.700.000.000

Invoice No. JK.2007-02-01-00000459 issued by Reliance Insurance to DUS dated 26 February 2007

Total Amount : Rp. 485.352.000,-

VII. TAXATION

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Land and building tax receipts; 1. Notification Letter for Land and Building Tax No. 973/468/31.3/2005 dated 2 September 2005 in Cilacap

2. Tax Receipt dated 3 January 2005 with due date 30 September 2005

3. Tax Receipt dated 3 January 2006 with due date 30 September 2006

4. Tax Receipt dated 8 January 2007 with due date 28 September 2007

VIII. FINANCIAL STATEMENTS

(a) audited report; or

(b) unaudited report; DUS’s proforma balance sheet per 2 May 2006

IX. EXISTING CONTRACTS, COMMITMENTS AND MISCELLANEOUS AGREEMENTS WITH THIRD PARTIES

(a) agency, distributor, joint venture, partnership or similar agreements;

Corporation Agreement between PT. (Persero) Pelabuhan Indonesia III Cabang Tanjung Intan with PT DUS regarding operation Refined Sugar Factory at Tanjung Intan Port No. HK.0501/09/TNT-2004 dated 26 January 2004

(b) sales contracts;

(c) supply contracts;

(d) hire purchase, credit sale or leasing contracts for vehicles and equipment;

(e) consulting, technical and other service contracts;

(f) contracts with shareholders, directors, commissioners and key employees;

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OUTSTANDING OR POTENTIAL

X. LITIGATION AND CLAIMS

(a) claims by third parties against DUS, claims by DUS against third parties other litigation (court filing) disputes with third parties. (Please indicate DUS’s potential liability); and

1. Claims by DUS against PT Bank Danamon Indonesia, dated 22 September 2006 with Court Order from South Jakarta Supreme Court No. 1450/Pdt.G/2006/PN.Jkt.Sel dated 29 November 2007

Settlement Plan dated 27 November 2007 between DUS and PT Bank Danamon Indonesia

2. Memorandum of Understanding dated 10 December 2007 between DUS and PT Bank Danamon Indonesia for Claim Repeal No. 1450/Pdt.G/2006/PN.Jkt.Sel

3. Deed of Determination (Akta Penetapan) No. 126/2006 EKS from Central Jakarta Supreme Court;

4. Deed of Determination Akta Penetapan) No. 58/PEN.EKS/APHT/2006/PN.TNG. from Tangerang Supreme Court dated 6 December 2007

(b) material non-compliance with applicable laws, regulations or government policies.

XI. EMPLOYMENT ARRANGEMENTS

(a) list of employees and date of first hire; Please provide us PT DUS list of employees.

(b) Mandatory Report on Manpower (Wajib Lapor Tenaga Kerja or WLTK);

Please provide us PT DUS mandatory Report on Manpower.

(c) minimum wage paid to employees;

(d) Certificate of Social Security (Jamsostek / BPJS) and evidence of payment for the last 3 (three) months;

Please provide us PT DUS certificate of social; security (Jamsostek/BPJS)

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(e) Manpower Plan (Rencana Penggunaan Tenaga Kerja Asing), Foreigners Working Permit (Izin Kerja Tenaga Asing) and Limited Stay Permit (Kartu Izin Tinggal Terbatas) and other required registration for expatriate employees;

Please provide us PT DUS with the document of manpower plan and foreigners working permit and limited stay permit, if any

(f) outsourcing contract (if any);

(g) Company Regulation or collective agreements; Company Regulation PT DUS dated 01 July 2005;

Note:

Please provide us with the approval of company regulation with the Ministry of Manpower

(h) existing and pending employee labor disputes;

(i) Registration documents of the Labor Unions;

XII. MISCELLANEOUS

Other material documents as DUS may provide or BLP may request.

1. Certificate of Inspection No. 3239465 issued by SUCOFINDO for Inspection of used machinery and equipment dated 24 December 2003 (date of inspection = 31 October 2003, 2 November to 4 November 2003)

2. Decree of Ministry of Finance No. 1114/KM.4/2005 regarding License for Bonded Warehouse (PPGB) to PT DUS dated 24 June 2005

3. Approval Letter No. 513/14918 for Raw Sugar Discharge issued by Central Java Governor dated 14 October 2005

4. Approval Letter No. 513/19128 for Raw Sugar Discharge issued by Central Java Governor dated 9 November 2006

Application Letter No. 048/DUS-Dir/Pemda/XI/06 issued by DUS to Central

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Java Governor for Raw Sugar Discharge dated 2 November 2006

5. Approval Letter No. 513/12791 for Raw Sugar Importation issued by Central Java Governor dated 31 August 2005

Application Letter No. 013/DUS-Plant/X/05 issued by DUS to Central Java Governor dated 10 October 2005

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