Adjunct Superintendent Resolution No. 025-2025-SMV/11 — SMV — PE

That, the IGCC —the instructing body of the PAS referred to in this case—, has brought to the knowledge of the Adjunct Superintendency of Market Conduct Supervision of the SMV (hereinafter, SASCM), the PAS of administrative file No. 2024020745 with the aim that it issues a decision as the sanctioning body of first instance in said PAS. In this way, the SASCM assumes competence in observance of the exercise of the supervisory function and the sanctioning power of the SMV established through the Unified Concorded Text of its Organic Law, Decree Law No. 26126 (hereinafter, LOSMV), and the Unified Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF-1
(hereinafter, TUO of the LMV); as well as by what is provided in the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, Sanctions Regulation); and, in articles 42 and 43 of the Organization and Functions Regulation of the SMV, approved by Supreme Decree No. 216-2011-EF (hereinafter, ROF-SMV), in the sense that it is a specific function of the SASCM, to impose sanctions in first administrative instance for the commission of infringements whose compliance control corresponds to said Adjunct Superintendency. Likewise, the SASCM has the powers to issue corrective measures aimed at reversing the situation altered by the commission of the infringement;
That, the present PAS corresponds to two (2) administrative instances in accordance with article 15 of the Sanctions Regulation, and what is established in numeral 26 of article 12 of the ROF-SMV, which establish that the Superintendent of the Securities Market resolves appeals against resolutions issued in first instance by the Adjunct Superintendent of the SASCM, with the exception of single-instance procedures;
II. FACTS, CHARGES, DEFENSES AND ARGUMENTS
2.1 Facts
That, it was evaluated whether JCR complied or not with presenting the Special Report at the same time it presented its Individual Interim Financial Statements as of June 30, 2021 (hereinafter, Interim FF 2021-II), this information had to be sent to the SMV on August 2, 2021. Regarding this, the following facts have been taken into consideration:
(i) On April 4, 2021 2, JCR presented before the SMV its Annual Audited Individual Financial Statements corresponding to the 2020 fiscal year (hereinafter, Annual FF 2020).
It should be specified that the Audit Report on the Annual FF 2020, issued on March 31, 2021 (hereinafter, Audit Report 2020) by the audit firm Vargas Alencastre, Garcia and Associates S.C.R.L. (hereinafter, SOA Vargas), contained a "Qualified Opinion".
The opinion issued by SOA Vargas contains qualifications that have been recorded under the title:

1 By Supreme Decree No. 020-2023-EF, published on February 10, 2023 in the Official Gazette El Peruano, the Unified Ordered Text of the Securities Market Law, Legislative Decree No. 861, was approved.
2 File No. 2021013064.

“ Basis for the qualified opinion

As of December 31, 2020, the Company has not provided for the impairment of accounts receivable resulting from the analysis of the estimated credit losses by a net amount of the deferred income tax of S/ 43,238. Consequently, the balance of commercial accounts receivable is overstated by that amount. Likewise, the accounts receivable balance presents accounting errors of S/ 101,686, which should have been corrected against accumulated results.
2 Consequently, the balance of commercial accounts receivable is overstated by that amount. Likewise, the accounts receivable balance presents accounting errors of S/ 101,686, which should have been corrected against accumulated results.
II. We have not been able to satisfy ourselves about the reasonableness of the balances presented for both the right-of-use asset and the lease liability, because we have not received the addendums to the administrative office lease contract, nor the documentary support from the year 2020. Consequently, we are unaware of the possible adjustments that might arise from having received the corresponding information.”
Qualified Opinion
In our opinion, except for the paragraphs mentioned in the basis for the qualified opinion, the attached financial statements present fairly, in all material respects, the financial position of JCR LATIN AMERICA RISK RATING AGENCY S.A. as of December 31, 2020 and 2019, as well as its financial performance and its cash flows for the years ended on those dates, in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).” (ii) By Letter No. 2294-2021-SMV/11.1 of June 8, 2021 3, the General Superintendent of Conduct Supervision (hereinafter, IGSC) informed JCR that, because the Audit Report 2020 contained a modified opinion of the type "Qualified Opinion", it corresponded to present a Special Report together with the Individual Interim Financial Statements as of June 30, 2021 (hereinafter, Interim FF 2021-II). (iii) On August 2, 2021 4, JCR presented before the SMV its Interim FF 2021-II; however, it did not present the respective Special Report referred to in article 42 of the Financial Information Regulation. (iv) By writing presented on August 5, 2021, JCR indicated that the obligation to present the Special Report on the Annual FF 2020 — to which reference is made in Letter No. 2294-2021-SMV/11.1— had been attended to by SOA Vargas in its writing of July 15, 2021. On the other hand, from the review of the writing of July 15, 2021, presented by SOA Vargas on the same date to the SMV 5, it was observed that it has as its object to respond to the information requests that were formulated by the IGSC to said SOA, through Letters Nos. 3548-2020-SMV/11.1 and 2703-2021-11.1, which refer to complementary information on the qualifications contained in the Audit Report 2020. (v) By Letter No. 3590-2021-SMV/11.1 of September 8, 2021 6, the IGSC required SOA Vargas as follows:
a. Inform if it had communicated to JCR that its writing of July 15, 2021, attended the obligation to present the Special Report on the Annual FF 2020 or, in the event that it had not made such an assertion, expose the reasons why it considers that JCR has affirmed that the referred writing corresponds to the Special Report on the Annual FF 2020; and, b. Inform the reasons why it would not have issued the Special Report on the Annual FF 2020, specifying if JCR requested its services for the issuance of said report; and if so, indicate the current status of said report. (vi) On September 28, 2021 7, SOA Vargas attended Letter No. 3590-2021-SMV/11.1, stating —mainly— the following:
a. That, JCR had requested to contract the services of SOA Vargas for the analysis of its annual financial statements corresponding to the 2020 fiscal year; however, after the completion of the 2020 fiscal analysis, said risk rating agency decided not to renew the services of SOA Vargas for the 2021 period. b. Since there was no renewal of audit services, in the last meeting that SOA Vargas held with JCR, said audit firm complied with informing it that it had to present the corresponding Special Report.
c. After the communication ended, it remained pending for JCR to make the remaining payment of professional fees paid by SOA Vargas regarding the audit performed. Nevertheless, it stated that JCR did not have contact with SOA Vargas again until the notification of Letter No. 2703-2021-SMV/11.1.
d. By virtue of business good faith, SOA Vargas provided support to JCR Latam in answering the doubts generated as a consequence of Letter No. 2703-2021-SMV/11.1. e. That, SOA Vargas did not affirm, at any time, that it also attended Letter No. 2294-2021-SMV/11.1, because the referred letter was

5 File No. 2021046707.
6 File No. 2021022035.
7 File No. 2021022035.

PERU Ministry of Economy and Finance
SMV
Securities Market Superintendency
Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship directed exclusively to JCR and, therefore, said risk rating agency was responsible for providing the answers directly to the SMV. (vii) By, by Report No. 1311-2023-SMV/11.1 of October 1, 2023 8, the IGSC referred to the IGCC indication against JCR regarding the compliance with the obligation to present the Special Report on time. (viii) By Memorandum No. 4202-2023-SMV/11.2 of October 11, 2023, the General Superintendent of the IGCC presented his abstention to File No. 2021022035 in application of numeral 4 of article 99 of the Unified Ordered Text of the General Administrative Procedure Law – Law No. 27444 – Supreme Decree No. 004-2019-JUS (hereinafter, TUO of the LPAG). (ix) By Memorandum No. 4505-2023 of October 24, 2023, the Adjunct Superintendency of Market Conduct Supervision, resolved to accept the abstention formulated by the General Superintendent of the IGCC and proceeded to designate its replacement to exercise the functions of General Superintendent of the IGCC and manage what is related to the present PAS, followed in File No. 2021022035;
2.2 Charge
4. That, as a result of said evaluation, by Letter No. 3706-2024-SMV/11.2 of September 26, 2024 (hereinafter, Charge Letter), the IGCC imputed a charge against JCR for not having presented the Special Report at the same time it presented the interim financial information of the second quarter of 2021, that is, on August 2, 2021 9, in accordance with article 42 of the Financial Information Regulation and Manual for the preparation of Financial Information approved by CONASEV Resolution No. 103-1999-EF/94.10 (hereinafter, Financial Information Regulation).
In accordance with the above, JCR failed to comply with its obligation to present the Special Report at the same time it presented its Interim FF 2021-II, this information had to be sent to the SMV on August 2, 2021, however to date it has not been presented;
5. That, the omission in the presentation of the special audit report, is typified as a serious infringement in subsection 2.9 of numeral 2 of Annex I of the Sanctions Regulation;
2.3 Defenses and arguments
6. That, by writing of October 11, 2024, JCR requests ninety (90) additional business days of extension to the ten (10) business days already granted in the referred Charge Letter. Likewise, by Letter No. 4664-2024-SMV/11.2 of October 21, 2024, it is requested that it justify its request and by writing of October 24, 2024, JCR presents the arguments that justify its request for extension;
7. That, by Letter No. 4664-2024-SMV/11.2 of October 21, 2024, the IGCC requires JCR that within the term of three (3) business days of notifying said letter, justify its request for said term of ninety (90) business days of extension to present its defenses so that a reasonable decision is taken;
8. That, by writing of October 24, 2024, JCR presents the arguments that justify its request for extension, which are the following: (i) Review of the audited financial statements with the auditors responsible for the 2021 to 2023 exercises with the object of knowing the criteria applied by the SMV (relevance or not), conclusions and impacts regarding the observations made in the audited financial statements of the year 2020 under the responsibility of SOA Vargas, (ii) Meeting with the accountants and accounting advisors that have supported us in those exercises, and (iii) Information to be requested from SMV related to file No. 2023012393;
9. That, by Letter No. 4990-2024-SMV/11.2 of November 7, 2024, the IGCC granted JCR an additional term of thirty (30) business days, to the ten (10) business days granted in the Charge Letter, whose term expired on November 28, 2024;
10. That, by writing presented on November 28, 2024, JCR presented its corresponding defenses with the purpose of answering the charge formulated, stating the following:
(i) JCR indicates that due to the grave circumstances beyond its will that it went through due to COVID-19, which gave rise to the adoption of extraordinary measures in the economic matter by the Government, circumstances that paralyzed the normal flow and the sale of its services, being unable to assume certain expenses, among them, the payment of the professional services of SOA Vargas regarding the Special Report on the audit performed on the Annual FF 2020. Nevertheless, it had contact with SOA Vargas again by reason of the notification of Letter No. 2703-2021-SMV/11.1, recognizing and valuing in this sense JCR its business good faith and the support provided in answering the doubts generated as a consequence of Letter No. 2703-2021- SMV/11.1. (ii) Likewise, JCR indicates that what is indicated in its writing presented on August 5, 2021, is correct, in the sense that the obligation to present the Special Report on the Annual FF 2020 - to which reference is made in Letter No. 2294-2021-SMV/11.1, had been attended to by SOA Vargas in its writing of July 15, 2021. (iii) On the other hand, JCR argues that according to the criterion established in article 22 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01. (hereinafter, Sanctions Regulation) on compliance with corrective measures ordered before the start of the sanctioning procedure, it would also proceed in the present case, the abstention contemplated in article 24, as long as they are minor infringements and whose facts involve little significance. (iv) JCR states that it is important to evaluate what is indicated by the IGCC in Letter No. 3706-2024-SMV/11.2 regarding that SOA Vargas did not affirm, at any

8 File No. 2021022035.
9 The legal term is until July 31, 2021, but since it is an inactive day, it was extended to the next business day. In the 2021 obligations calendar, it was indicated that the deadline for the presentation of the individual or separate financial statements of the second quarter was August 2, 2021.

In the event that the qualifications have been remedied, this circumstance must be communicated, as well as the effects that

PERU Ministry of Economy and Finance
SMV
Superintendence of the Securities Market
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship the corrections introduced have on the financial statements of the current fiscal year
2. In the event that the causes that gave rise to the qualified opinion persist, this circumstance must be expressly stated, as well as the effects of having incorporated such qualifications in the financial statements of the current fiscal year, attaching the action plan to remedy them."
In the aforementioned cases, companies must obtain from the auditor a special report which they will present with the intermediate financial information of the second quarter following, (...)." (Underline added);
18. That, in accordance with articles 4 and 5 of the Standards on Preparation and Presentation of Financial Statements and Annual Report by entities supervised by the SMV, approved by SMV Resolution No. 016-2015-SMV/01 (hereinafter, Standards of Financial Statements and Annual Report), in force at the time of the commission of the infractions, legal persons registered in the Public Registry of the Securities Market - RPMV, among them, risk rating companies, must present the individual intermediate financial statements of the second quarter to the SMV on the day they were approved by the corresponding body, and their deadline for approval is July 31 of each year;
19. That, it must be indicated that on December 10, 2023, the Standards on Preparation, Presentation and Dissemination of Financial Statements and Annual Report and Management Report applicable to entities supervised by the SMV were published, approved by article 1 of SMV Resolution No. 013-2023-SMV/01 and in force from December 11, 2023 (hereinafter, new Standards on Preparation, Presentation and Dissemination of FS);
20. That, it must be specified that according to article 3 of SMV Resolution No. 013-2023-SMV/01, the validity of the Standards of Financial Statements and Annual Report is maintained, exclusively for issuers regulated by the Superintendence of Banks, Insurance and Pension Fund Administrators;
21. That, since JCR does not qualify as an issuer regulated by the Superintendence of Banks, Insurance and Pension Fund Administrators, the applicable standards for this company are currently the new Standards on Preparation, Presentation and Dissemination of FS for events generated from the entry into force of said standard;
22. That, according to articles 14 and 15 of the new Standards on Preparation, Presentation and Dissemination of FS, the obligations and deadlines regarding the presentation of individual intermediate financial statements are maintained;
23. That, according to article 42 of the Financial Information Regulation, JCR was required to present to the SMV the Special Report together with the individual intermediate financial statements of the second quarter, with a deadline of August 2, 2021;
24. That, the non-compliance with the non-presentation of the Special Report together with the intermediate financial information of the second quarter in accordance with article 42 of the Financial Information Regulation, is typified in paragraph 2.9 numeral 2 of Annex I of the Sanctions Regulation, which states that it constitutes a serious infringement: "Not to present to the SMV the special audit report contemplated in the Financial Information Regulation, containing the remediation of the qualifications that gave rise to the qualified opinion, adverse opinion or abstention of opinion of external auditors regarding the company's financial statements, or the action plan that leads to the remediation of the causes that gave rise to the aforementioned opinions, as well as the effects of the incorporation of the qualifications in the financial statements of the fiscal year.". (Underline added);
25. That, according to article 34 of the Sanctions Regulation, such infractions are sanctionable with a fine of not less than twenty-five (25) UIT, and up to fifty (50) UIT;
4.2 Evaluation of the case
26. That, in administrative file No. 2024020745, which contains the documentation of the present PAS, it is appreciated that through Report No. 1311-2023-SMV/11.1 of October 01, 2023 (File No. 2021022035); the IGSC—the organ of the SMV that has within its functions and powers, the supervision of compliance with the norms applicable to issuers with values registered in the RPMV, evaluating indications of possible infractions, and remits, for its consideration, the respective indications of infringement reports, to the IGCC—, sent to the IGCC, the result of its evaluation, and specifically what refers to the present case;
27. That, it must be kept in mind that the procedures and legal forms with which the IGSC conducts its auditing and/or supervision activity and upon concluding with a memorandum of indications of infringement, determine that its pronouncement or opinion on a specific topic of supervision—which can even contain a decision, such as, for example, the adoption of corrective measures—, is an opinion on the merits of the matter; it must be specified that said opinion and the indications of infringement report of the IGSC, are not binding for the IGCC, as established in the second paragraph of article 9 of the Sanctions Regulation 10;
28. That, in this way it is had that in the evaluation of the facts related to the present PAS have intervened and participated previously to the issuance of this Resolution, two (2) other organs of the SMV, functionally

10 Article 9.- PRELIMINARY INQUIRIES AS A CONSEQUENCE OF SUPERVISION ACTIONS (...)
When said organs conclude that there are sufficient indications of possible administrative infractions, they remit the corresponding reports to the General Superintendencies of Compliance, which determine whether it corresponds to initiate or not an administrative sanctioning procedure. If applicable, the General Superintendencies of Compliance may carry out additional inspections or investigations of the reported indications. In the case of possible infractions in the scope of the Regulation of the Participatory Financial Financing Activity and its Managing Societies, the preliminary inquiries are carried out by the General Superintendency of Investigation and Innovation, a dependency that, if there are sufficient indications of possible administrative infractions, will determine whether it corresponds to initiate or not an administrative sanctioning procedure.

PERU Ministry of Economy and Finance
SMV
Superintendence of the Securities Market
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship independent of each other and of this Office; first the IGSC which at its opportunity reported the indication of infringement and then the IGCC which, as a result of its evaluation, formulated the Notice of Charges and the Report; and at this point of the PAS it corresponds to the Office of the SASCM to issue a pronouncement containing its decision regarding the mentioned charge, being precise to indicate that by the nature of the same, as previously indicated, it will be a first instance administrative decision;
29. That, prior to the corresponding analysis, it must be pointed out that the formulation of this charge was based on the non-presentation of the special audit report;
30. That, it is worth noting that all information provided by JCR has been analyzed and forms part of the evaluation carried out in the Report as well as in this Resolution, for which it is also recorded that extracts of the defense arguments are transcribed by way of reference, which does not imply that all extremes of JCR's defenses have not been analyzed, nor less assume that by not transcribing all its defenses, it could be argued a detriment to the right of defense. In any case, all actions taken are found in the present PAS file;
31. That, next, it proceeds to analyze and evaluate each of the defenses and allegations presented by JCR, as follows:
(i) Regarding JCR's argument that due to grave circumstances beyond its will that it went through due to COVID-19, it prevented the payment of professional services to SOA Vargas and, consequently, the timely presentation of the Special Report on the audit carried out on the Annual FS 2020. Notwithstanding this, it re-established contact with SOA Vargas on the occasion of the notification of Office No. 2703-2021-SMV/11.1, recognizing and valuing in this sense JCR its good corporate faith and the support provided in the resolution of doubts generated as a consequence of Office No. 2703-2021-SMV/11.1. Regarding this, it corresponds to indicate that the obligation to present the Special Report on the Annual FS 2020 is not subject to JCR's payment capacity to SOA Vargas, because as a supervised entity, JCR had the responsibility to guarantee compliance with its regulatory obligations independent of its financial situation. Likewise, through Superintendent Resolution No. 033-2020-SMV/02, the SMV recognizes that the declaration of the National Emergency State generated that issuers and entities authorized by the SMV have difficulties in complying with their obligations to present financial information and reports, making it unfeasible, for example, the holding of general shareholders' meetings, participants' assemblies and associates' assemblies, as well as the regular provision of their services, so that through said resolution and its modification by article 3 of Superintendent Resolution No. 046-2020-SMV/02, the deadline for delivery of various financial information was extended. In view of the above, the circumstances generated by the declaration of the National Emergency State were considered by the SMV to extend deadlines in the year 2020, however, the infringement that JCR committed it committed on August 02, 2021, being that it only presents the referred Special Report on the date of presentation of its defenses of the present administrative sanctioning procedure (November 28, 2024), that is, three (3) years and three (3) months after having incurred the infringement, so that, the circumstances of COVID that JCR alleges to justify its non-compliance are not supportable. (ii) Regarding JCR's argument referring to what is correct what is indicated in its writing presented on August 05, 2021 (File No. 2021022035), in the sense that the obligation to present the Special Report on the Annual FS 2020, had been attended by SOA Vargas in its writing of July 15, 2021, it is worth specifying that the obligation to present the special report corresponded directly to JCR as a risk rating company registered in the RPMV, not to SOA Vargas, in accordance with article 42 of the Financial Information Regulation, even JCR had to ensure that the presentation would be carried out in accordance with the technical specifications approved by the SMV, which has not occurred in the present case. (iii) On the other hand, regarding JCR's argument that according to the
criterion established in article 22 of the Sanctions Regulation on compliance with corrective measures disposed of before the start of the sanctioning procedure, the abstention contemplated in article 24 of the Sanctions Regulation 11 , would proceed, provided that they are minor infractions and whose facts involve little significance, it corresponds to indicate that the referred article 24 establishes that the abstention applies to conduct that constitutes a minor infringement, however, the infringement that has been imputed to JCR in the present PAS has a classification of serious, as has been indicated in the Notice of Charges, and the facts do not involve little significance, so that what is provided in article 24 of the Sanctions Regulation would not be applicable. (iv) Regarding JCR's argument referred to the importance of evaluating what is indicated by the IGCC in the Notice of Charges, given that SOA Vargas did not affirm but also did not deny, that its information allowed to attend Office No. 2294-2021-SMV/11.1, which in its criterion can be appreciated if it allowed to attend the aspects contemplated in said office, and that SOA Vargas limited itself to point out that by

"Article 24.- ABSTENTION
The General Superintendencies of Compliance shall abstain from initiating an administrative sanctioning procedure when the situations indicated in the first paragraph of article 22 are presented. Additionally, the General Superintendencies of Compliance may abstain from initiating an administrative sanctioning procedure when, at the moment of detecting the minor infringement, the situation altered by the non-compliance with the regulation has been reversed, corrected, repaired or restituted by the alleged infringer, the following conditions being accredited:
a) The facts involve little significance. b) The infringement must be typified as minor. c) The absence of concrete prejudice to investors or associates of the collective fund system.
The decision of abstention by the General Superintendencies of Compliance is communicated to the administrator."

12 Likewise, it corresponds to the Superintendence of the Securities Market (SMV) to supervise the compliance of international auditing standards by auditing societies enabled by a college of public accountants of Peru and contracted by natural or legal persons subject to the supervision of the SMV in compliance with the norms under their competence, for which it may issue general provisions concordant with the referred international auditing standards and require them any information or documentation to verify such compliance. "Article 46°.- Specific functions of the General Superintendency of Conduct Supervision:
(...)
21. Supervise the compliance of international auditing standards by auditing societies enabled by a College of Public Accountants of Peru and contracted by natural or legal persons under their supervision;"

PERU Ministry of Economy and Finance
SMV
Securities Market Superintendence
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship
article 42 of the Financial Information Regulations, which establishes the
obligation to present the Special Report by the supervised entity, which in this case, corresponds exclusively to JCR and not by the auditing firm.
Likewise, it is observed that the writing presented on July 15, 2021 by the SOA Vargas giving response to item 5 of Letter No. 3548-2020- SMV/11.1, does not contain what is required by article 42 of the Financial Information Regulations, which establishes that the Special Report must contain an evaluation of any of the two aspects established in said regulation, as can be verified below:
Requirement of item 5 of Letter No.
3548-2020-SMV/11.1 of the IGSC
Article 42 of the Financial Information
Regulations
“nature of the facts identified to conclude that the financial statements as a whole are free from material misstatement, as well as a description and quantification of their effects; and, in the case of a disclaimer (or denial) of opinion, the possible effects of material misstatements and pervasive not identified by limitations to the scope of the audit.” “1. In the event that the qualifications have been rectified, this circumstance must be communicated, as well as the effects that the corrections introduced have on the financial statements of the current fiscal year.
2. In the event that the causes
that gave rise to the qualified opinion persist, this circumstance must be expressly stated, as well as the effects of having incorporated such qualifications in the financial statements of the current fiscal year, attaching the action plan to rectify them.”
Consequently, due to the content of the aforementioned writing presented on July 15 2021 by SOA Vargas, it is observed that it does not address the aspects contemplated in Letter No. 2294-2021-SMV/11.1, which the IGSC indicates to JCR that it must present a Special Report together with the Interim FS 2021.
c. In light of what was stated by JCR in the aforementioned writing presented on August 05
2021 indicating that the Special Report on the 2020 Annual FS had been attended to by SOA Vargas, through Letter No. 3590-2021- SMV/11.1 of September 08, 2021 (File No. 2021022035), the IGSC required, among others, SOA Vargas to inform if it had communicated to JCR that its writing of July 15, 2021 attended to the obligation to present the aforementioned Special Report. Regarding this, on September 28, 2021 (File No. 2021022035), the SOA Vargas attended to Letter No. 3590-2021-11.1, stating — primarily — the following: “Due to these conditions, in the writings sent to the SMV, our firm has not affirmed at any time that it also attended to Letter No. 2294-2021-SMV/11.1, since said letter is directed exclusively to JCR Latam, which is responsible for providing answers directly to you.” In accordance with the above, from an evaluation of the content of the writing presented July 15, 2021 by SOA Vargas and of what was stated by said

PERU Ministry of Economy and Finance
SMV
Securities Market Superintendence
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship auditing firm in the writing of September 28, 2021, SOA Vargas did not attend to JCR's obligation to present the special report. (v) On the other hand, regarding JCR's argument referring to the aspects subject matter of the qualified opinion of SOA Vargas were duly overcome, as they were not subject matter of any observation by the subsequent Audit performed on the 2021 Annual FS by SOA Kreston nor by 2022 and 2023, performed by SOA Quispe, in addition that its conduct is in the elaboration of an action plan, all of which was finally reflected in the subsequent Audit of the 2021 Annual FS, in which the observations or qualifications formulated by SOA Vargas are no longer raised. Regarding this, it is appropriate to point out that from the review of the audit reports corresponding to the Audited Annual Individual Financial Statements corresponding to the fiscal years 2021 and 2022, it is observed that SOA Kreston and SOA Quispe, respectively, issued audit reports with qualifications on aspects that were not observed in the 2020 Annual FS, additionally, it is observed that the audit report corresponding to the Audited Annual Individual Financial Statements corresponding to the fiscal year 2023, issued by SOA Quispe was without qualifications, so that this situation will be taken into account at the time of evaluating the sanctioning criteria to determine the sanction to be imposed. (vi) Regarding JCR's argument that the exemption from responsibility referred to voluntary rectification by the possible sanctioned party prior to the notification of the charge imputation is applicable, and always provided that no communication has been sent, requiring compliance with the obligation (item f, article 27 of the Sanctions Regulations), for which it requests the definitive filing of the present PAS. Regarding this, article 27 of the Sanctions Regulations establishes the following:
“Article 27.- EXEMPTIONS FROM RESPONSIBILITY FOR OFFENSES The following constitute conditions exempting responsibility for offenses:
(…) f) Voluntary rectification by the possible sanctioned party of the act or omission imputed as constitutive of an administrative offense, before the notification of the charge imputation referred to in item 3) of article 253 of the LPAG and always provided that no communication demanding compliance with the obligation has been sent.” (Underlining added). Regarding this, in attention to the fact that the aforementioned article 27 establishes that voluntary rectification performed prior to the notification of the charge imputation constitutes an exemption from responsibility; at the date of imputation of the charge against JCR, it had not presented the Special Report that evaluates the qualified opinion of SOA Vargas corresponding to the 2020 Annual FS, so that this exemption from responsibility for voluntary rectification is not applicable.

PERU Ministry of Economy and Finance
SMV
Securities Market Superintendence
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship Without prejudice to the above, it is appropriate to point out that the fact that the audit reports corresponding to the Audited Annual Individual Financial Statements of the fiscal years 2021 and 2022, were issued with qualifications on matters or accounts different from those observed in the audit report with qualifications corresponding to the 2020 Annual FS, cannot be equated to a voluntary rectification, due to the fact that JCR did not present the 2020 Special Report. (vii) Regarding JCR's argument referring to the fact that in the hypothetical case that it is determined that the application of a sanction is appropriate, it requests that it be considered equally, the mitigating factors of responsibility for offenses, established in
article 26 of the aforementioned Sanctions Regulations, it is appropriate to point out that
JCR does not detail in which case of mitigating factor it would be applicable, so it is appropriate to evaluate each of the mitigating conditions of the responsibility.
Regarding this, article 26 of the Sanctions Regulations establishes the following:
“Article 26.- MITIGATING FACTORS OF RESPONSIBILITY FOR OFFENSES The following constitute mitigating conditions of responsibility for offenses:
a) Recognition of responsibility by the offender in an express and written manner, once the administrative sanctioning procedure has been initiated.
(…)
The recognition of responsibility regarding an offense must be made in a precise, concise, clear, express and unconditional manner, and must not contain ambiguous or contradictory expressions; otherwise, it will not be understood as a recognition. If defenses are presented, despite having made a recognition of responsibility, it will be understood as a non-recognition, proceeding with the authority to evaluate the defenses. b) Contribution of the offender to the clarification of the offense. c) Rectification performed after its requirement or at the start of the administrative sanctioning procedure.” It is appropriate to indicate that, in the present PAS, JCR has not expressly and in writing indicated such recognition; likewise, JCR, by having presented defenses indicating that it corresponds to file due to voluntary rectification, would be a contradictory expression regarding a recognition of the offense. Additionally, the aforementioned article 26 of the Sanctions Regulations provides that “If defenses are presented, despite having made a recognition of responsibility, it will be understood as a non-recognition, proceeding with the authority to evaluate the defenses.”, so the mitigating factor of recognition of the offense is not applicable in the present case. Likewise, the mitigating factor referred to as “Contribution of the offender to the clarification of the offense” is not applicable, due to the fact that at the time of the imputation of the charge, the evidence determining administrative responsibility in JCR were exposed in a precise manner in the Charge Letter.

PERU Ministry of Economy and Finance
SMV
Securities Market Superintendence
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship (viii) Regarding the “rectification performed after the start of the administrative sanctioning procedure”, it is appropriate to evaluate what was indicated by JCR in its defenses arguing that “it has performed the special audit report to verify what was indicated above for which we hired LM Quispe & Associates S.C. This has been done supported by the communication sent by SMV related to the possibility that another firm other than SOA performs the work (Exp. No. 2023027892).”. On this particular matter, it is appropriate to indicate that the serious offense subject matter of charge is constituted when JCR did not present to the SMV the Special Report together with the 2021-II Interim FS, having as deadline August 2, 2021, however, subsequently to the start of the present PAS, the regulated entity presents a document named “Special Audit Examination” signed on November 25, 2024 by SOA Quispe, which JCR qualifies as special report in its defenses. It is worth clarifying that SOA Quispe in the aforementioned “Special Audit Examination”, manifests primarily in its conclusions that the observations – qualifications made by SOA Vargas in the audit report of the fiscal year 2020 are lifted, having had the corresponding documentation. Regarding this, article 42 of the Financial Information Regulations in its first paragraph mentions: “In the case of a qualified opinion, adverse opinion of the auditor, or when he abstains from opining, (…)” and in the second paragraph states. “In the aforementioned cases, companies must obtain from the auditor a special report.” Regarding this, the first paragraph of the aforementioned article 42 of the Financial Information Regulations establishes scenarios in which an auditor identifies aspects that prevent him from issuing a dictamen with unmodified opinion (dictamen with favorable opinion), is the case of the dictamens issued by the auditor with qualified opinion, with adverse opinion or with disclaimer of opinion (dictamen with modified opinion). In this context, when in the second paragraph, it refers to the Special Report, it is referring to the same auditor (who audited the annual financial information and issued the audit report) and not to another auditor. Note that the article when it refers to having to obtain a special report does not indicate “an” auditor, but “the auditor”, that is, that auditor who audited the information and issued opinion with qualifications or adverse or abstained from opining. In that sense, any exception to the compliance with article 42 of the Financial Information Regulations, regarding that the special report be prepared by an auditor different from who issued the audit report, corresponds to the Board of Directors of the SMV. Regarding this, item 6 of article 9 of the ROF of the SMV, establishes
that it is one of the functions of the Board, “6. Take a position regarding exceptions to the compliance with the norms that govern natural and legal persons under the competence of the SMV;”. In attention to the above, and that there is no authorization from the SMV to JCR for the Special Report on the 2020 Annual FS to be issued by another auditing firm, prior request presented before the expiration of the obligation to present the Special Report, it is concluded that JCR has not

PERU Ministry of Economy and Finance
SMV
Securities Market Superintendence
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship presented the 2020 Special Report, therefore, the mitigating factor “rectification performed after the start of the administrative sanctioning procedure” does not apply. Without prejudice to the above, having reviewed the document named “Special Audit Examination” signed by SOA Quispe, it manifests in its conclusions that it lifts the observations – qualifications made by SOA Vargas in the audit report of the fiscal year 2020; therefore, this document presented by JCR will be taken into account within the sanctioning criteria in order to determine the sanction to be imposed, in application of the principle of presumption of truthfulness established in item 1.7 of article IV of the Preliminary Title of the TUO of the LPAG;
32. That, finally, as has been indicated,
through writing of March 19, 2025, the Issuer presented its allegations to the Report, indicating: “(…) we accept the admonition requested (…)”;
33. That, in accordance with everything expressed, having
verified that the Issuer incurred in a conduct constitutive of an offense for not having presented the Special Audit Report subject matter of charge; it will proceed to determine the applicable sanction, for which effect the principle of reasonableness and the sanctioning criteria, contained in article 344 of the TUO of the LMV, in article 25 of the Sanctions Regulations and what is provided by item 3 of article 248 of the TUO of the LPAG, which will be developed in the following section;
V. DETERMINATION OF THE SANCTION
34. That, it corresponds to determine the sanction to
be imposed on JCR considering the Sanctioning Criteria established in article 344 of the TUO of the LMV, item 3) of article 248 of the TUO of the LPAG and what is provided by article 25 of the Sanctions Regulations, which develop the criteria of sanction graduation: (i) the sanctioning antecedents of the issuer, (ii) recidivism, (iii) the circumstances of the commission of the offense, (iv) the economic damage caused and its repercussion in the market, (v) the illicit benefit resulting from the commission of the offense, (vi) the probability of detection of the offense, (vii) the gravity of the damage to the public interest and/or legal good protected and (viii) the existence or non-existence of intent in the conduct of the offender; SANCTIONING CRITERIA
35. That, with respect to the gravity of the damage to the
public interest and/or legal good protected, the presentation of the Special Report in the same opportunity that the interim financial information of the second quarter is presented, constitutes a fundamental obligation in the transparency of the securities market, since with it it is sought to guarantee that the risk rating agency can give an answer indicating the treatment it will give to the qualified opinion, adverse opinion of the auditor, or when he abstains from opining, in that way allows investors or potential investors to know the real financial situation of the risk rating agency, which classifies values of issuers, therefore, the legal good protected is the transparency of the securities market;
36. That, with relation to the sanctioning antecedents,

PERU Ministry of Economy and Finance
SMV
Securities Market Superintendence
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship
article 25 of the Sanctions Regulations establishes that antecedents of the
offender are the sanctions imposed on it by the SMV and that became final within four (4) years prior to the moment of the commission of the offense to be sanctioned. In application of said criterion, it has been verified that JCR has two (2) sanctioning antecedents, as detailed in the Report;
37. That with relation to recidivism for the commission
of the same offense, item b) of article 25 of the Sanctions Regulations establishes that it takes into account that final sanction imposed by the SMV within the period of one (1) year prior to the commission of the offense to be sanctioned. Regarding this, from the verification performed in the SMV Sanctions System, it has been noticed that JCR does not have the quality of recidivist;
38. That, with respect to the circumstances of the
commission of the offense, we must point out that JCR had to present the Special Report on August 02, 2021, however, at the date of charge imputation it had not presented the aforementioned Special Report; Regarding this, it is appropriate to indicate that from the review of the audit reports corresponding to the audited annual financial statements of the fiscal years 2021 and 2022, it is observed that SOA Kreston and SOA Quispe respectively, issued audit reports with qualifications on aspects that were not observed in the 2020 Annual FS. Likewise, it is observed that SOA Quispe in the “Special Audit Examination”, that JCR presented together with its defenses, manifests primarily in its conclusions that it lifts the observations – qualifications made by SOA Vargas in the audit report of the fiscal year 2020, having had the corresponding documentation. It is worth noting that, SOA Quispe has audited the Audited Annual Individual Financial Statements corresponding to the fiscal year 2022 and 2023, for which it issued the respective audit reports, in addition, that it presented the Special Report of the Audited Annual Individual Financial Statements corresponding to the fiscal year 2022, so that this auditing firm at the time of issuing the document “Special Audit Examination”, knew the financial statements of JCR, and by that knowledge it can generate the possibility of adequate information handling to evaluate if the observations made by SOA Vargas in the 2020 Audit Report were corrected;
39. That, with relation to the economic damage caused,
and its repercussion in the market, it has not been evidenced that the non-compliance has produced a quantifiable damage, understood as an economic damage occasioned to one or several participants of the securities market;
40. That, with respect to the illicit benefit resulting from
the commission of the offense, in the present case it is not observed that JCR has obtained an illicit benefit as a consequence of the commission of the offense subject matter of charge;
41. That, with relation to the criterion probability of
detection of the offense, we must indicate that the facts subject matter of charge are verified through the internal control systems of the SMV, so it is considered that for this type of non-compliance, the probability of detection is high, since it results as a consequence of the supervision activities of the SMV;

PERU Ministry of Economy and Finance
SMV
Securities Market Superintendence
Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship

That with respect to the existence or not of intent in the infringer's conduct, regarding intent in the non-compliance, there is no evidence that JCR acted with malice in the commission of the infractions; however, a lack of duty of diligence is evidenced;

APPLICATION OF A SANCTION CORRESPONDING TO A CLASSIFICATION LOWER THAN PRESCRIBED

That, the last paragraph of Article 25 of the Sanctions Regulation states that: "When, from the evaluation of the aforementioned criteria, it is observed that there is no proportionality between the sanction to be imposed and the imputed facts, by exception and through a reasoned resolution, a sanction corresponding to a classification lower than the prescribed one may be imposed.";
That, in the present PAS, this Adjunct Superintendence observes that from the evaluation of the criteria previously developed, there would be no proportionality between the sanction that would correspond to be imposed for the infraction and the imputed facts; therefore, by exception, it considers imposing a sanction corresponding to a classification lower than the prescribed one, that is, imposing a sanction corresponding to a minor infraction;
That, in attention to the analysis carried out in this Resolution and to the evaluation of the Sanction Criteria carried out by this Adjunct Superintendence, it corresponds to apply as a sanction a (1) reprimand to JCR for not having presented the Special Report together with the Interim Financial Statements 2021-II, and;

Being in accordance with what is established in paragraphs 14 and 36 of Article 43 of the Regulation on Organization and Functions of the Securities Market Superintendence, approved by Supreme Decree No. 216-2011-EF;

RESOLVES:

Article 1st.- Declare that JCR Latino América Empresa Clasificadora de Riesgos S.A. has committed a (1) infraction of a serious nature, typified in paragraph 2.9 of numeral 2 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, for not having presented the Special Report together with the Individual Interim Financial Statements as of June 30, 2021.

Article 2nd.- Sanction JCR Latino América Empresa Clasificadora de Riesgos with a (1) reprimand, pursuant to Article 1 of this Resolution.

Article 3rd.- This Resolution does not exhaust the administrative route, and it may be challenged before this Adjunct Superintendence of Market Conduct Supervision by filing the administrative remedies of reconsideration or appeal, recognized in Article 218 of the Single Text of the General Administrative Procedure Law No. 27444, approved by Supreme Decree No. 004-2019-JUS and its amendments, within the term of fifteen (15) business days, counted from the day following its notification, as it is a procedure of double administrative instance.

Article 4th.- In case this Resolution is not subject to challenge, it must be published on the "SMV Institutional Page on the Unified Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv)", in observance of what is established in paragraph 1 of Article 7 of the "Policy on dissemination of normative projects, laws of general character, early agenda and other administrative acts of the SMV", approved by SMV Resolution No. 014-2014-SMV/01, and by what is established in the last paragraph of Article 14 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01.

Article 5th.- Transcribe this Resolution to JCR Latino América Empresa Clasificadora de Riesgos S.A.

Carlos Rivero Zevallos
Adjunct Superintendent
Adjunct Superintendence of Market Supervision Conduct

Lineage