Authorization for the Organization and Operation of Crowdfunding Institution Top Kapital Desarrollos Inmobiliarios del Centro, S.A.P.I. de C.V.

Official Gazette of the Federation: 19/04/2022

OFFICE LETTER whereby authorization is granted for the organization and operation of a crowdfunding institution to be named Top Kapital Desarrollos Inmobiliarios del Centro, S

In the margin a seal with the National Shield, which says: United Mexican States.- FINANCE.- Secretariat of Finance and Public Credit.- National Banking and Securities Commission.- Vice Presidency of Normativity.- General Directorate of Specialized Authorizations.- Technical Vice Presidency.- General Directorate of Supervision of Financial Technology Institutions.- Office Letter No. 311-12536446/2022 .

Subject:

Authorization for the organization and

operation of a

crowdfunding institution to be named Top

Kapital Desarrollos Inmobiliarios del Centro,

S.A.P.I. de C.V., Crowdfunding

Institution.

TOP KAPITAL DESARROLLOS INMOBILIARIOS

DEL CENTRO, S.A.P.I. DE C.V.

Nodus Business Center Floor 1, Office 7

San Telmo Business Center Building

Av. Prolongación Zaragoza No. 4200

Fracc. Trojes de Alonso C.P. 20116

Aguascalientes, Aguascalientes, Mexico

ATTENTION:

CITIZEN GERARDO NAVA RAMÍREZ

Legal Representative

In terms of articles 1 and 2 of the Law of the National Banking and Securities Commission, this National Banking and Securities Commission (Commission) is a decentralized body of the Secretariat of Finance and Public Credit, which aims to supervise and regulate within its scope of competence the entities comprising the Mexican financial system, in order to ensure their stability and correct functioning, as well as maintain and promote the sound and balanced development of said system as a whole, in protection of the public interest. According to article 4, sections XI and XXXVIII of said law, it corresponds to the Commission to authorize the constitution and operation of those entities indicated by the laws, as well as exercise the other powers attributed to it by the Law of the National Banking and Securities Commission, and other laws.

In that order of ideas, article 35 of the Law for Regulating Financial Technology Institutions establishes that persons who intend to carry out the activities attributed to crowdfunding institutions or electronic payment funds, must request their authorization as a financial technology institution before the Commission, which will grant it when in its judgment the legal and regulatory requirements are adequately met, prior to agreement of the Interinstitutional Committee referred to in said article 35.

Considering the above, with a document presented on March 13, 2020, Top Kapital Desarrollos Inmobiliarios del Centro, S.A.P.I. de C.V. (Top Kapital), requested authorization from the Commission to organize and operate as a crowdfunding institution to be named Top Kapital Desarrollos Inmobiliarios del Centro, S.A.P.I. de C.V., Crowdfunding Institution, attaching thereto the corresponding supporting information and documentation.

As a background, it should be noted that this Commission prevented Top Kapital within the period established in the Law for Regulating Financial Technology Institutions, in order to address various observations and recommendations in relation to its authorization request, granting it the requested extension to this authority.

In relation to the above, Top Kapital sent various documentation and information in order to respond to the aforementioned prevention. Likewise, this authority required Top Kapital various complementary documentation and information in order to be in a position to attend to its authorization request, therefore, that society attended the request for complementary information and sent updated documentation and information in relation to its file. The society requested an extension to the resolution period and an extension for the processing, which were granted.

On the matter, you are informed that the Interinstitutional Committee in session held on April 7, 2022, based on articles 11 and 35, in relation to article 15 of the Law for Regulating Financial Technology Institutions and,

CONSIDERING

FIRST. - That the documentation and information presented on the occasion of the authorization request for the organization and operation of the crowdfunding institution to be named Top Kapital Desarrollos Inmobiliarios del Centro, S.A.P.I. de C.V., Crowdfunding Institution, complies with the requirements provided in article 15, in relation to article 39 of the Law for Regulating Financial Technology Institutions and with articles 3, 4 and 6 of the General Provisions applicable to Financial Technology Institutions, and,

SECOND. - That from the analysis of the documentation and information received it was concluded that from the legal, financial and operational point of view it is appropriate to grant the requested authorization, so the Interinstitutional Committee adopted the following:

AGREEMENT

" FIRST. - The members of the Interinstitutional Committee, based on articles 11 and 35, in relation to article 15 of the Law for Regulating Financial Technology Institutions, agree, by unanimity, to grant the authorization for the organization and operation of a Crowdfunding Institution to be named Top Kapital Desarrollos Inmobiliarios del Centro, S.A.P.I. de C.V., Crowdfunding Institution, in the terms of the proposal presented. "

The previous agreement is adopted without prejudice to the other authorizations that due to the described act must be obtained from the National Banking and Securities Commission, in terms of the applicable provisions, as well as the exercise of the powers attributed to the Commission itself during the organization process of Top Kapital Desarrollos Inmobiliarios del Centro, S.A.P.I. de C.V., Crowdfunding Institution, in which all applicable conditions and requirements for the start of operations must be met.

Therefore, this National Banking and Securities Commission, with the agreement of the Interinstitutional Committee, authorizes the organization and operation of a Crowdfunding Institution to be named Top Kapital Desarrollos Inmobiliarios del Centro, S.A.P.I. de C.V., Crowdfunding Institution.

The entity whose organization and operation is authorized, will be subject to the following:

BASES

FIRST.-

The name of the society will be Top Kapital Desarrollos Inmobiliarios del Centro,

S.A.P.I. de C.V., Crowdfunding Institution.

SECOND.-

It will have its social domicile in Aguascalientes, Mexico.

THIRD.-

Its duration will be indefinite.

FOURTH.-

The amount of its initial share capital will be $4 ' 872,170.00. (four million eight hundred

seventy-two thousand one hundred seventy pesos 00/100 M.N.).

FIFTH.-

Its corporate purpose will correspond to the realization of all activities in national

currency contemplated in articles 15, 16, section I and 19, sections I, II, III, IV, VI, VII, VIII, IX, X

and XI of the Law for Regulating Financial Technology Institutions.

SIXTH.-

The authorization referred to in this office letter is, by its own nature,

non-transferable.

SEVENTH.-

The institution will be subject to the supervision of the National Banking and Securities Commission and

of the Bank of Mexico, in the exercise of their respective attributes, as well as, of the

other competent financial authorities in the terms that the laws provide.

EIGHTH.-

The services consisting of debt crowdfunding for real estate

development that the institution provides by virtue of this authorization, as well as the

other operations it carries out, as well as its organization and operation in general,

will be subject, in what is not expressly indicated in this office letter, to the Law for Regulating

Financial Technology Institutions, to the rules and general provisions

applicable to Financial Technology Institutions issued by the National Banking

and Securities Commission, to the provisions regarding its operations issued by the

Bank of Mexico and to the other current norms and provisions and those that will be issued in the

future by any competent authority, including those relating to operations with

resources of illicit origin and financing of terrorism, which by their nature result

applicable.

Likewise, Top Kapital Desarrollos Inmobiliarios del Centro, S.A.P.I. de C.V., Crowdfunding

Institution must accredit to this Commission, with at least thirty business days prior to the start of its

operations, compliance with the requirements established in article 40 of the Law for Regulating

Financial Technology Institutions.

It is important to note that, pursuant to article 69, section VI of the Law for Regulating

Financial Technology Institutions, this Commission may declare the revocation of this

authorization in case Top Kapital Desarrollos Inmobiliarios del Centro, S.A.P.I. de C.V., Crowdfunding

Institution, does not start operations within the period of six months counted from the notification

of this authorization.

The present, is issued based on articles 1, 2, 4, sections XI and XXXVIII, and 10, section V of

the Law of the National Banking and Securities Commission, and articles 1, 3, section V and second paragraph, 4,

sections I, subsection B and II, subsection B, numerals 22) and 32), 12, 14, 35, section III and last paragraph, in

correlation with 45, section I and 64, third paragraph of the Internal Regulations of the National Banking

and Securities Commission, published in the Official Gazette of the Federation on February 28, 2022.

Sincerely

Mexico City, April 8, 2022.- General Director of Specialized Authorizations, Lic. José

Antonio Vizcaíno Ruiz .- Signature.- General Director of Supervision of Financial Technology Institutions,

Lic. Ramiro Edgar Álvarez Hernández .- Signature.

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