Authorization for the Establishment of the Majority State-Participation Company 'Administración del Sistema Portuario Nacional Cabo San Lucas, S.A. de C.V.'

DOF: 29/12/2022

OFFICE through which the Secretary of Finance and Public Credit authorizes the establishment of the Majority State-Participation Company named Administration of the National Port System Cabo San Lucas, S.A. de C.V., grouped under the sector coordinated by the Secretariat of the Navy.

At the margin, a seal with the National Coat of Arms, which says: United Mexican States.- FINANCE.- Secretariat of Finance and Public Credit.- Secretary.- 100.- 118.

ADMIRAL JOSÉ RAFAEL OJEDA DURÁN SECRETARY OF THE NAVY

PRESENT.

I refer to the instruction of the President of the United Mexican States, in the sense that the Secretariat of the Navy consolidates itself as an authority in matters of administration and management of ports, as well as to Office number A.2959 dated December 12, 2022, signed by You, through which you requested carrying out the procedures aimed at authorizing the constitution of the Majority State-Participation Company, named "Administration of the National Port System Cabo San Lucas", S.A. de C.V.

Regarding this matter, based on what is established by articles 31, fraction XXXII, and 46, fraction II of the Organic Law of the Federal Public Administration; 6th, 28, 30 and 31 of the Federal Law of Parastate Entities; 8 of the Federal Budget and Fiscal Responsibility Law; 5th of the Regulation of the Federal Law of Parastate Entities; 8 B and 8 C of the Regulation of the Federal Budget and Fiscal Responsibility Law, and 4th of the Internal Regulation of the Secretariat of Finance and Public Credit, and

CONSIDERING

That the National Development Plan 2019-2024, published in the Official Gazette of the Federation on July 12, 2019, contemplates twelve guiding principles, three General Axes and the Vision towards 2024, whose contents have as priority the integral, equitable, inclusive, sustainable and sustainable development pursued by the Mexican State, as well as the achievements that will be had in 2024; seeking in this way, the general welfare of the population, through the construction of a viable model of economic development, political ordering and coexistence between social sectors, which guarantees progress with justice and growth with welfare, to demonstrate that without authoritarianism it is possible to imprint a national course; that modernity can be forged from below, excluding no one, and that development does not have to be contrary to that social justice.

That the purpose of economic policy, as a guiding principle of the National Development Plan 2019-2024, is not to produce harmonious figures and statistics, but to generate welfare for the population, resuming the path of growth with austerity and without corruption, fiscal discipline, cessation of indebtedness, job creation, strengthening of the internal market and impetus to "agriculture", research, science and education.

That the National Public Security Strategy, disseminated in the Official Gazette of the Federation on May 16, 2019, establishes as one of its objectives, guaranteeing the population jobs, education, health and welfare, through the creation of sources of work; investment both in infrastructure, as well as in programs of development and welfare sectoral, regional and conjunctural, through which, the Federal Government has as priority strengthening the social sector of the economy, industry, commerce and its services.

That on December 07, 2020, the "Decree by which various provisions of the Organic Law of the Federal Public Administration, the Law of Navigation and Maritime Commerce and the Law of Ports are reformed, added and repealed" was published in the Official Gazette of the Federation, through which it is established that the Secretariat of the Navy will have attributes as an authority in matters of ports, in order to conduct policies for the development of the national port system, grant the concessions, permits and authorizations referred to in the law of the matter, as well as verify compliance and resolve on their modification, renewal or revocation.

That on June 21, 2022, the "Declaration by which works, terminals, marinas and installations that make up the Port Complex of Cabo San Lucas, Baja California Sur revert in favor of the Nation" was published in the Official Gazette of the Federation, through which, in numeral First, it provides that public domain goods of the Federation, which were concessioned to the company "FONATUR Tren Maya, S.A. de C.V.", for the Integral Port Administration of the Port of Cabo San Lucas, Baja California Sur, revert in favor of the Nation; likewise, in numeral Second, it disposes that from the day following the date of termination of the validity of the Title of Concession granted on April ten of nineteen ninety-seven, and its modifications, all goods, rights, equipment and facilities intended directly for the purposes of the concession, will be administered directly by the State, through the Secretariat of the Navy, at no cost and free of all encumbrances, in accordance with what is provided in article 36 of the Law of Ports.

That based on the above, the need arises to constitute the Majority State-Participation Company, named "Administration of the National Port System Cabo San Lucas", S.A. de C.V., whose objective is to administer the integral port system of Cabo San Lucas, Baja California Sur, through the exercise of rights and obligations derived from the concession that the Federal Government grants to said Entity for such effect; which, in turn, will allow contributing to the economic growth and stability of the region, with the generation of jobs and the impetus to tourism, as well as with attention to the other economic and social demands that have arisen regarding this matter.

That the Intersecretarial Commission of Public Spending, Financing and Disincorporation, in its Fourth Ordinary Session 2022, held on December 05, 2022, issued Agreement 22-IV-4, through which it positively ruled on the constitution of the Majority State-Participation Company, named "Administration of the National Port System Cabo San Lucas", S.A. de C.V., grouped under the sector coordinated by the Secretariat of the Navy.

That the General Directorate of Mercantile Normativity of the Secretariat of Economy authorized the use of the corporate name "Administration of the National Port System Cabo San Lucas", through document A202207221656230977.

That the General Directorate of Programming and Budget "A" of the Undersecretariat of Expenditures of this Secretariat of Finance and Public Credit, through office number 315-A.-4905 dated November 04, 2022, authorized the Secretariat of the Navy, the budget sufficiency for the Fiscal Exercise 2022, in terms of what is established in article 8 of the Federal Budget and Fiscal Responsibility Law, for the constitution of the Majority State-Participation Company, named "Administration of the National Port System Cabo San Lucas", S.A. de C.V., grouped in the sector coordinated by the Secretariat of the Navy, for the amount of $499,900.00 (Four hundred ninety-nine thousand nine hundred pesos 00/100 M.N.).

That through Agreement 077/2022, adopted in Ordinary Session Number 1434, held on September 12, 2022, the Board of Directors of the National Bank of Public Works and Services, National Credit Society, Development Banking Institution, approved the investment in the Majority State-Participation Company, named "Administration of the National Port System Cabo San Lucas", S.A. de C.V., for the amount of $100.00 (One hundred pesos 00/100 M.N.), and with this it will be the holder of 0.02% of the shares representing the Social Capital.

That through office number 312.A.-3561 dated October 06, 2022, the General Directorate of Programming and Budget "B" of the Undersecretariat of Expenditures, in terms of article 8 of the Federal Budget and Fiscal Responsibility Law, informed the Development Banking Unit of the Undersecretariat of Finance and Public Credit, both administrative units of this Secretariat of Finance and Public Credit, the authorization for effects of budget availability to the National Bank of Public Works and Services, National Credit Society, Development Banking Institution, for the amount of $100.00 (One hundred pesos 00/100 M.N.), in order for said Credit Institution to participate as a minority shareholder of the Majority State-Participation Company, named "Administration of the National Port System Cabo San Lucas", S.A. de C.V.

In virtue of what is exposed, by agreement with the Head of the Federal Executive, I have deemed it appropriate to issue the following:

RESOLUTION

FIRST. - The constitution of a Majority State-Participation Company is authorized, whose organization and functioning will be that of a Variable Capital Anonymous Society, in terms of the General Law of Mercantile Societies, the Federal Law of Parastate Entities, the Regulation of the Federal Law of Parastate Entities and other applicable legal provisions, which will be grouped in the sector coordinated by the Secretariat of the Navy.

SECOND. - The corporate name of the Majority State-Participation Company will be "Administration of the National Port System Cabo San Lucas", S.A. de C.V.

THIRD.- The Majority State-Participation Company may carry out all necessary actions for the integral port administration of the port of Cabo San Lucas, Baja California Sur, through the exercise of rights and obligations derived from the concession that the Federal Government grants for the use, benefit and exploitation of public domain federal goods, the construction of port works and installations and the provision of port services in the referred complex of Cabo San Lucas, as well as for the commercial administration and exploitation, on its own account or on behalf of third parties, of the real estate properties that make up its development zone, in accordance with its Bylaws and other applicable provisions.

FOURTH. - The social domicile of the Majority State-Participation Company will be located in Cabo San Lucas, Baja California Sur.

FIFTH. - The social capital of the Majority State-Participation Company will be variable. The variable part of the social capital will be unlimited, and the minimum part, without right to withdrawal, will be $500,000.00 (Five hundred thousand pesos 00/100 M.N.), and will be represented by ordinary and registered shares, with a nominal value of $100.00 (One hundred pesos 00/100 M.N.) each.

Based on the above, the initial amount of state participation will be $500,000.00 (Five hundred thousand pesos 00/100 M.N.), corresponding 499,900.00 (Four hundred ninety-nine thousand nine hundred pesos 00/100 M.N.), of budgetary origin to the Secretariat of the Navy, and $100.00 (One hundred pesos 00/100 M.N.) to the National Bank of Public Works and Services, National Credit Society, Development Banking Institution, as minority shareholder.

The shares representing the social capital will be divided into 2 (two) series in the following manner:

a) The "A" series, which will always be integrated by 51% (fifty-one percent) of the shares in circulation, which may only be subscribed or acquired by the Federal Government, decentralized organisms and parastate entities, and

b) The "B" series, which will represent 49% (forty-nine percent) of those in circulation, and may be freely subscribed or acquired by the Federal Government, by the National Bank of Public Works and Services, National Credit Society, Development Banking Institution, or by any natural or legal person, with a clause excluding foreigners.

Now then, both the "A" series and the "B" series will be divided into 2 (two) subseries, in the following way:

a) The "A-1" and "B-1" subseries, which will comprise the shares representing fixed capital, and

b) The "A-2" and "B-2" subseries, which will be integrated by the shares that represent the variable portion of the capital.

SIXTH. - Regarding its duration, constitution, administration, liquidation and dissolution, the Majority State-Participation Company will be subject to the provisions of the General Law of Mercantile Societies, the Federal Law of Parastate Entities, the Regulation of the Federal Law of Parastate Entities and its Bylaws, as well as other applicable provisions.

SEVENTH. - The expenditures generated by reason of the entry into force of this resolution will be made charged to the budget authorized for the Secretariat of the Navy, with compensated movements, so that its regularizable budget will not be increased and no additional resources will be authorized for the fiscal exercise in question nor subsequent ones.

EIGHTH. - The Secretariat of the Navy, in its capacity as Sector coordinator, must send to the Secretariat of Finance and Public Credit a certified copy of the notarial testimony in which the constitution of the Majority State-Participation Company, named "Administration of the National Port System Cabo San Lucas", S.A. de C.V. is recorded.

NINTH. - The Secretariat of Public Function, in accordance with its attributes, will supervise due compliance with what is established in this resolution.

Respectfully,

Mexico City, December 21, 2022. - The Secretary of Finance and Public Credit, Rogelio Eduardo Ramírez de la O.- Signature.

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