1. Transaction Perimeter & Healthcare Facilities

• Asset Location: Plot 12A & Plot 14B, Jababeka Industrial Estate Phase II, Cikarang, Bekasi Regency, West Java.
• Operational Footprint: 18,500 sqm total facility area across two operational complexes: Facility A (12,000 sqm clinical diagnostic centre & medical equipment assembly) and Facility B (6,500 sqm expanded clinical wing).
• Reported Financial Baseline (Subject to Financial Diligence):
  • Consolidated Reported LTM Revenue: USD 28,000,000 | Consolidated Reported LTM EBITDA: USD 5,000,000.
  • Reported Facility A Contribution: USD 3,500,000 (70.0% of reported EBITDA, subject to independent financial verification).
  • Reported Facility B Contribution: USD 1,500,000 (30.0% of reported EBITDA, subject to revenue attribution and authorization review).

2. Data Room Physical & Regulatory Inventory

A. Corporate Registry & Foreign Investment

• DOC-01 & DOC-02: Deed of Establishment (Akta Pendirian), Ministry of Law (AHU) Approval Decrees, and current Articles of Association under Law No. 40/2007.
• DOC-03: NIB (Business Identification Number) issued via OSS-RBA, showing registered business activities classified under the KBLI 2020 edition.
• DOC-04: Foreign Shareholder Register reflecting a 67% foreign equity ownership structure, subject to activity-specific foreign investment limitations under Presidential Regulation No. 49 of 2021.

B. Sectoral Licensing & Healthcare Operations

• DOC-07: Operational Healthcare Authorisation / Standard Certificate for Facility A, valid through November 2027 under applicable Ministry of Health standards.
• DOC-12 [CRITICAL GAP]: Final operational healthcare authorisation (licence or verified standard certificate under PP 28/2025 and Permenkes 11/2025) for Facility B is UNPROVIDED IN DATA ROOM. Active operations commenced Q1 2026 under internal interim expansion protocols whose statutory grounding remains unevidenced.
• DOC-15: Internal commercial revenue ledger attributing approximately 30% of total diagnostic and patient throughput to the expanded Facility B wing.

C. Land, Environmental Approvals & Compliance Reporting

• DOC-05 & DOC-06: HGB (Right to Build) Land Title Certificate valid through 2049, Building Approval (PBG), and Functional Certificate (SLF) for Facility A.
• DOC-08 & DOC-09: Environmental Approval (Persetujuan Lingkungan / UKL-UPL) and Medical/Hazardous Waste Management Agreement with licensed third-party processor.
• DOC-10: Operational Legality Certificate (Surat Layak Operasi - SLO) for wastewater treatment plant under Government Regulation No. 22/2021 (where applicable).
• DOC-14: Investment Activity Report (LKPM) submission receipts lodged through the OSS-RBA portal under Ministry of Investment / BKPM Regulation No. 5/2025.
• DOC-18: Third-party regulatory consultancy quote of USD 85,000 for administrative filing and OSS-RBA compliance audit.

1. Evidentiary Determination Matrix

Area	Evidentiary Fact	Identified Uncertainty	P4-A Status
Facility A (Core Operations)	Clean HGB title (DOC-05), PBG/SLF building permits, and valid healthcare authorisation (DOC-07).	NIB records reflect KBLI 2020 codes; administrative transition to KBLI 2025 (Peraturan BPS 7/2025) pending transition schedule. Core operational documentation verified on tested perimeter.	DOCUMENTS VERIFIED* USD 3.50M (Reported)
Facility B (Expansion Wing)	Building construction physically complete with active operations reported under interim expansion protocols since Q1 2026. Final licence or verified standard certificate (DOC-12) is unprovided.	The available record does not evidence the statutory basis of the interim protocols, nor does it establish whether substantive operational authorisation was granted under PP 28/2025 and Permenkes 11/2025. Whether commercial activities are lawfully authorized under the current operating configuration remains an unverified underwriting assumption. This gap does not by itself establish unlawful operation.	MISSING EVIDENCE CONDITIONAL
KBLI Classification (2020 vs 2025)	NIB registration (DOC-03) reflects KBLI 2020 codes vs newly effective KBLI 2025 5-digit classifications (Peraturan BPS No. 7/2025).	Administrative divergence during national transition period. Actual revenue streams across clinical services and medical equipment assembly require mapping against KBLI 2025 schedules to verify whether corporate purpose or licensing adjustments are legally required based on current operations.	ALIGNMENT RECONCILIATION
Regularisation Cost (Licensing Retainer)	Third-party specialized regulatory consultancy quote of USD 85,000 (DOC-18).	Scope is limited to administrative regularisation and standard certification filings. Structural modifications, operational disruption, or remedial capital expenditure remain unquantified.	INDICATIVE USD 85,000

*Documentary inventory examination status only; reflects internal consistency of listed records against defined schema criteria and does not constitute an independent legal validation of clinical/manufacturing activities or reported EBITDA.

2. Four Priority Pre-Binding Requests for Information (RFI)

• RFI-01 (Facility B Interim Protocol & Operational Healthcare Authorisation): Request: (i) the formal statutory basis, supervisory approvals, and official correspondence governing the “interim expansion protocols” under which Facility B commenced operations in Q1 2026; (ii) a certified copy of the final operational licence (Izin), verified Standard Certificate (Sertifikat Standar), or applicable sectoral authorisation under PP 28/2025 and Permenkes 11/2025; and (iii) reconciliation of clinical activities and throughput generated to date against the authorized operating configuration. Note that procedural filing receipts alone do not evidence substantive operational authorization; the documentation must distinguish whether the authorisation has been formally granted, remains under active review, or represents an unregularised operational state.
• RFI-02 (KBLI 2025 Revenue Mapping & Corporate Scope): Request line-by-line revenue breakdown reconciling actual clinical and medical device assembly activities with KBLI 2025 classifications (Peraturan BPS No. 7/2025). Verify with Indonesian counsel whether any formal AHU Articles of Association amendment or OSS data update is legally required based on current business operations, rather than presuming an automatic statutory defect.
• RFI-03 (Environmental Approval & Medical Waste Compliance): To the extent applicable to the project's risk category, physical footprint, and facility modifications, request current Environmental Approval (Persetujuan Lingkungan) documentation covering Facility B, alongside hazardous/medical waste handling manifests and applicable wastewater SLO certificates under PP 22/2021.
• RFI-04 (LKPM Reporting History & Capital Commitments): To the extent applicable under Ministry of Investment / BKPM Regulation No. 5/2025, request historical Investment Activity Report (LKPM) filings for applicable reporting periods to verify that capital investments align with registered commitments.

1. Transaction Structural Options for Deal Team

Structuring Option	Underwriting Mechanics & Risk Allocation
1. Condition Precedent (CP to Closing)	Require Seller to obtain and deliver verified operational authorisation documentation (or evidenced statutory clearance of interim operating protocols) for Facility B (DOC-12) prior to Closing, subject to local counsel confirmation of procedural feasibility and realistic administrative timelines under OSS-RBA.
2. Specific Indemnity & Escrow Holdback	A dedicated indemnity and escrow holdback may be considered after technical and legal scoping. DOC-18 provides an indicative benchmark of USD 85,000 for administrative advisory fees only; facility modifications, compliance costs, and potential operational disruption remain unquantified.
3. Valuation Adjustment (Conditional Earn-Out)	Retain reported consolidated LTM EBITDA of USD 5.00M as the financial baseline, subject to financial diligence. Assess any adjustment to the Facility B contribution (reported USD 1.50M) only after reviewing clinical throughput, revenue attribution, and the operational validity of the interim protocols. A deferred earn-out or contingent consideration may be structured if material, evidenced operational exposure remains.

2. Explicit Engine Scope & Indonesian Legal Counsel Remit

A. Schema Boundary (P4-A Engine)

• The P4-A Engine evaluates documentary continuity against rule-based evidentiary criteria. The DOCUMENTS VERIFIED status on Facility A demonstrates consistency on tested inputs; it does not constitute a statutory warranty of healthcare or building compliance.
• Logical classifications isolate evidentiary exposures for commercial negotiations; they do not assess clinical care quality, financial viability, or business margin sustainability.

B. Indonesian Legal Counsel Exclusive Remit

• Definitive legal determination of competent licensing authorities (Ministry of Health / Kemenkes, DPMPTSP, or regional Dinas Kesehatan) and applicable risk classifications under PP 28/2025 and Permenkes 11/2025.
• Verification of KBLI-specific foreign equity ownership ceilings and partnership obligations under Presidential Regulation No. 49 of 2021.
• Drafting and negotiation of transaction agreements (CSPA), representations & warranties, and specific indemnities under Indonesian civil and commercial law.