Legal Due Diligence Document Check List

ITEM	STATUS (PROVIDED/NOT PROVIDED)	REMARKS
Corporate Documents and Records
Deed of establishment and articles of association, and any amendments thereto, as published in the State Gazette or, if not yet published in the State Gazette, together with other evidence that the same have been approved by the Minister of Law and Human Rights and registered with the Department of Industry and Trade.
Minutes of all meetings (including any consents in lieu of meetings) of the Board of Commissioners and the Board of Directors of the Company since establishment including, where applicable, any evidence of report to Department of Law and Human Rights proof of notice and/or registration to the Department of Industry and Trade.
Minutes of all shareholders’ meetings of the Company since establishment (annual general meeting of shareholders and extra ordinary general meeting of shareholders).
Copies of all powers of attorney issued by the Company (from any shareholders, board of commissioners, board of directors) to third parties, whether or not such powers of attorney are still in force.
Any legal audits, due diligence reports or similar items prepared to date regarding the Company.
Capital and Shareholders
Copy of the Company’s register of shareholders. If no register exists, a list of the Company’s shareholders and their respective shareholdings.
List of share transfers during the life of the Company and copies of the documents pursuant to which such share transfers were completed. (approvals taken from MEMR or regional mining authorities for such transfer of shares of Company)
Agreements between the Company and any of its shareholders, and agreements among such shareholders, defining or limiting the rights of shareholders or granting any option or any right with respect to management or any capital stock of the Company.
Documents concerning any security interest or pledge or similar interest of any third party on capital stock of the Company or any guarantees of capital stock of the Company including registered /unregistered charges and fiduciary securities.
Shareholders’ Agreement and any other arrangements relating to the management or operation of the Company or other relevant matters.
Check all statutory registers of the Company
Check to see if the Company has issued Share Certificates
Commissioners and Directors
List of all present Commissioners and Directors, and copies of all shareholder resolutions appointing them.
List of all previous Commissioners and Directors of the Company, and copies of all shareholders resolutions appointing them and (if applicable) removing them.
Copy of national identity card (or other evidence of citizenship) for each present Director and Commissioner of the Company.
Minutes of Meeting of Board of Directors/Commissioners
Izin Usaha Pertambangan (IUP)
A copy of all IUPs held by the Company, including the maps of the IUP areaConfirm specifically whether the Company holds multiple IUPsIf the IUP area originates from a relinquished area of an old IUP, provide evidence of relinquishment application submitted by the old IUP owner to the relevant IUP issuing authority, including any relevant approval of such IUP issuing authority in respect of the IUP relinquishment application.
Evidence confirming compliance with the provisions of the IUP.Payment of deadrents (including evidence of dead rent invoice issued by the MEMR); Submission of reports to Local Mining Office (including receipt of such reports from the relevant Local Mining Office);Appointment of Technical Officer (Kepala Teknik);Verification of the size (area) of the IUP not exceeding regulatory limits unless special permission of Bupati is obtained, and if the area limitation is exceeded, a copy of such special permission;Proof of reports/statement of land mining area boundaries as reported to the Bupati q.q. local mining office head (Kepala Dinas Pertambangan);If expressly provided for in the IUP, Bupati approval in respect of mining service contract with a third party contractor related to the development of the coal mine and production of the coal from the coal mine;Proof of branch office of the holder of the IUP in the relevant area of the IUP (including branch office deed of establishment, branch office company registration certificate (TDP Kantor Cabang);
A copy of all IUPs held by the Company, including the maps of the IUP areaC&C certificate
Evidence confirming compliance with the provisions of the IUPPayment of deadrents (including evidence of dead rent invoice issued by the MEMR); All reports as required in the IUP, among others quarterly report, RKAB, investment plan, social development plan, and any other report; Submission of reports to Local Mining Office (including receipt of such reports from the relevant Local Mining Office);Appointment of Technical Officer (Kepala Teknik).
Confirmation that IUP area does not overlap with pre-existing IUP/IUP, timber concession, forest concession, oil and gas concession, plantation concession and transmigratory housing.
Law No. 4/2009 on Mineral and Coal Mining (“New Mining Law”) matters: For IUP holders which have undertaken exploration or exploitation activities, evidence of application of submission of mine plan for the entire IUP area and the entire term/period of the IUP as required by the GR No. 23/2010 on Mining Business. Relevant IUP issuing authority approval in respect of the mine plan submitted.Documents regarding such conversion including correspondences between the IUP issuing authorities and the MEMR regarding the IUP to IUP conversion. Recommendation/No Objection Letter from MEMR for the conversion of IUP into IUP
Evidence of payment of Guarantee of Seriousness (“Jaminan Kesungguhan“)
Copy of Reclamation Plan and approval of the Reclamation Plan
Evidence of payment of Reclamation Guarantee (“Jaminan Reklamasi“)
Copy of the Mine Closure Plan and the approval of the Mine Closure Plan.
Evidence of payment of Mine Closure Guarantee (“Jaminan Penutupan Tambang”)
All presentations to, and correspondence from, the Bupati and Regional Mining Office and regulatory authorities.
Any Regional Government Regulations with respect to mining activities or IUP.
Mining log book (Ind. Buku Tambang)
Where the relevant issuing authority is willing to provide, a letter from the IUP issuing authority (MEMR/Provincial Mining Office/Regional Mining Office) confirming on various matters with regard to the IUP, including its validity, term, boundaries, default condition, outstanding liabilities and compliance. Note: A Power of Attorney from the Company would be needed if a third party (e.g. legal advisor) were to apply this letter.
Application for conversion of IUP into IUP pursuant to the terms of the New Mining Law as required by MEMR Circular No. 03 and any subsequent correspondences between the IUP holder company and the relevant IUP issuing authority
Government Permits, Licenses, Concessions and Regulations
Ministry of Trade Business Permit (“Surat Izin Usaha Perdagangan”).
Certificate of Registration (“Tanda Daftar Perusahaan”).
Ministry of Industry Industrial Business License (“Izin Usaha Industri”).
Domicile Certificate (“Keterangan Domisili”) in respect of each office maintained by the Company.
Nuisance Permit (“HO”) for each branch, office or other facility maintained by the Company that is required to possess one.
Building Construction Permit (Izin Mendirikan Bangunan/IMB) from the relevant government agency, and if any, Building Utilization Permit.
Zoning Permit (“Ijin Lokasi”) for each branch, office, mine area, or other facility maintained by the Company that is required to possess one.
Import License (Angka Pengenal Impor Terbatas “APIT”)Letter of Customs Registration (“Surat Registrasi Pabean“)General Import License (“Angka Pengenal Importir Umum“)
Electricity Generation ApprovalsElectric Power Business License for Private Purposes (IUKS);AMDAL/UKL and UPL for Power Station;License to build (“IMB“) for Power Plant;Certificate of Worthiness (“Sertifikat Layak Operasi“);Other relevant permit for the power plant i.e. boiler permit for power plant
Permits relating to explosive materials used at the mineLicense for the purchase and utilization of explosion materials with the purpose of mining activities;Approval of explosive material development warehouse development
Water Utilization License issued by the Bupati
Letter from the Ministry of Forestry confirming whether the IUP area is located in any forestry area and whether there is an existing/valid timber concession area over such area. Note: A Power of Attorney from the Company will be required if a third party were to request such letter.
Real Estate
List and description (including location, date acquired, purchase price and present market value, if available) of all real property (including but not limited to the land area covering the relevant mining area, stocIUPile, hauling road and special port (where applicable)) owned (“Hak Guna Bangunan” or other land title) held by the Company, the originals of all deeds of transfer pursuant to which such property was acquired and the originals (or copies in the event the originals have been surrendered to third parties as security or for administrative processing, together with evidence that the originals are possessed by such third parties) of all land certificates (“Sertifikat Tanah”).
Evidence that all land the subject of the mining area, stocIUPile, hauling road and special port (where applicable) has been acquired, owned, leased or otherwise controlled and paid for, or the status and work plan for acquiring, owning, leasing or otherwise controlling such land.
Confirm whether any other land rights exist on mining area (e.g. plantation concessions, transmigration area etc)
List and description of all real property leased (“Hak Pakai” or “Hak Sewa”), together with copies of all current lease agreements and all correspondence regarding the granting, renewal, extension, breach or termination thereof.Site office leaseAdmin office lease
Description of all structures (including purpose and land area thereof) on the Company’s real property and copies of all building permits in respect of such structures.
List of landowners that kept by Local Lurah / Local Land Office
Moveable Property
List and description of all equipment, machinery, vehicles and other tangible personal property owned, leased or used in the business of the Company.
Documents of title to the property described in Section 7.1, if owned, including, without limitation, Motor Vehicle Ownership Books (“BPKB”), Vehicle Identification Numbers (“STNK”), Import Report on Verification of Goods (“LIUP”) and Notifications on the Import of Goods for Use (“PPUD”) and any other relevant title documents or bills of sale.
Lease agreements for the property described in Section 7.1, if leased.
Financing Documents
Material documents related to material bank borrowings by the Company, including loan and credit agreements, or like agreement, promissory notes agreement, acknowledgement of indebtedness (“Pengakuan Hutang”) and other documents evidencing indebtedness.
Material guarantees given by the Company for the benefit of third parties or given by third parties for the benefit of the Company.
Material pledges, mortgages or other instruments granting a security interest in any property of the Company and a list of all material liens or encumbrances on any property of the Company.
Shareholder loan documentsVerify against the financial statement of the Company
Offshore Loan ReportsEvidence of PKLN reporting obligations to the Bank of Indonesia, MoF and PKLN Team for USD loans from foreign lenders, including the changes in the loan amount.Evidence of submission of monthly, annual and semester report to Bank Indonesia regarding its offshore financing arrangements
Material Contracts
All joint venture agreements.
All contracts and other agreements (or memorandum of understanding) relating to the development and implementation of the mine, including:Mineral marketing agency agreements;Transportation contracts (including road transport, barge transport);Port handling agreements;Engineering, procurement and construction contracts for the development of the mine;Third party consultancy contracts including mining analysis, laboratory testing etc;Fuel supply agreements;Contracts with PLN (electricity) and other third part utility providers;Third party maintenance contracts; Product sale/marketing contracts;Other relevant contracts including crush plants, washing plants, loading arrangements, labour supply agreements etc;Exploration and Drilling Contracts;Heavy equipment hire contract;Helicopter rental agreement;Hauling road development contracts;StocIUPile and/or special port/DUKS/TUKS construction contracts;Intermediate stocIUPile lease contracts;Mining service agreements/contracts. Coal supply contracts
Any royalty agreements, profit sharing agreements, cooperation agreements or similar agreements between Company or its shareholders and third parties, including, where applicable, with the relevant land owners whose land area is inside the relevant mining area.
List of all related party contracts.Any related party contracts, including but not limited to management/technical assistance contracts, related party financing contracts, marketing contracts, mining service contracts, etc.
Any financial or accounting due diligence reports to determine existence of any other contracts or liabilities not discovered as part of legal due diligenceAgreements /contracts /documents /mining related approvals with any third party whereby the Company act as or involved as the party which the Company may get affected by change in control and/or may affected to the Company’s performance.
Employees
An organization chart describing the management structure of the Company.
List showing:the total number of employees of the Company as of the most recent available date; the number of employees in each major category of employee.
Any contracts or agreements of the Company relating to the employment and compensation of any directors, commissioners or members of senior management, including any option or other plans relating to rights to acquire the securities of the Company, and any pension, retirement, deferred or incentive compensation, bonus or profit sharing plans.
Evidence of immigration status of all non-Indonesian senior management, together with copies of all work permits, employment passes and other government-issued documents permitting such personnel to be employed by the Company (including copies of passports, KIM-S cards, evidence of ratification of Employment of Manpower Plan (“RPTKA”) and Department of Manpower work permits).
Evidence of compulsory report on Manpower (“Wajib Lapor Tenaga Kerja”).
Copies of all company regulations (“Peraturan Perusahaan”), collective working agreements and any similar labor arrangements, and the registration evidence to the Ministry of Manpower or other authorized government agency.
Copies of workers’ compensation insurance (“Jamsostek”) registration card for each office or branch of the Company.
Copies of Payment of the Company’s employees showing that the Company has complied with the Regional Minimum Wage regulations
List of all controversies pending or threatened between the Company and any of its employees, including cases before the Regional Committee for the Settlement of Labor Disputes (“P4D”) and the Central Committee for the Settlement of Labor Disputes (“P4P”), and information as to any present labor organization involving employees of the Company.
Insurance
A list of all material insurance policies of the Company.propertythird party liabilitybusiness interruptionaccident insurance heavy equipment insurancemotor vehicle insurance.
Details of any insurance claims made by the Company in the last 3 years
Environmental
Operational Licence for storage, collection, utilization, processing, and/or stocIUPiling of Hazardous and Toxic Waste (B3 Waste) from the Minister of Environment.
Transportation license from the Minister of Transportation (for transporting B3 Waste).
AMDAL Documents (including RKL-RPL) or UKL-UPL, and its approval from the relevant authorized government agency.
Feasibility Study report and its approval from the relevant authorized government agency.
Litigation
Summary of cases faced by the Company (either as a claimant, defendant, applicant, respondent, reporter, party being reported) together with the value of the cases – including potential litigations which have yet to be registered with the relevant courts (for example cases in which the parties are still at the summoning stage or the cases are still being investigated by the police), but will likely be settled through the courts
Documents in relation to cases faced by the Company (summons letter, lawsuits, pleas, counterpleas, appeals and cassation, court judgments/court orders of the District Courts, High Courts and the Supreme Courts).
Illegal mining disputes or claims from any third party (including but not limitation from government agency, Non-Government Institution (Lembaga Swadaya Masyarakat/LSM), local community, and others.
Financial Statements
Audited annual reports and financial statements of the Company for the past three fiscal years.
All unaudited interim financial statements of the Company for the last three fiscal years.
All reports and letters from the independent public accountants of the Company since establishment regarding the control systems and methods of accounting of the Company.
Tax Matters
Tax NumbersEvidence of Company’s NPWP (“Nomor Pokok Wajib Pajak”).Evidence of Company’s NPPIUP (“Nomor Pengukuhan Pengusaha Kena Pajak”).
All Indonesian tax returns for the Company filed since establishment.
Details of bank accounts and lists of authorized signatories
Details of bank accounts held by the Company with current balances