CVM Resolution No. 61 of December 27, 2021

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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CVM RESOLUTION NO. 61, OF DECEMBER 27, 2021

Amends CVM Instructions No. 400, of December 29, 2003, No. 476, of January 16, 2009, No. 480, of December 7, 2009, and No. 588, of July 13, 2017, and CVM Resolutions No. 6, of September 14, 2020, No. 8, of September 14, 2020, and No. 54, of October 20, 2021.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes it known that the Collegiate Board, in a meeting held on December 22, 2021, based on the provisions of Article 8, I, of Law No. 6.385, of December 7, 1976, APPROVED the following Resolution:

Art. 1. CVM Instruction No. 400, of December 29, 2003, shall enter into force with the following wording:

“Art. 5. The following public distribution offers are not subject to the registration referred to in Art. 2:
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§ 1. The same offeror may not make a new offer under item II of the caput regarding the same class of securities from the same issuer within a period of 4 (four) months counted from the date of closure of the offer. .......................................................................... ” (NR)

Art. 2. Annex I of CVM Instruction No. 400, of 2003, shall enter into force with the following wording:

“ANNEX I...........................................................
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IV – the applicant must issue its reasoned opinion on the legality of the request; 1 V – the CVM may grant confidential treatment to the request, provided it is requested and reasoned by the applicant; and 2

Included for the purpose of score adjustment.
Included for the purpose of score adjustment.

CVM RESOLUTION NO. 61, OF DECEMBER 27, 2021

VI – proof of payment of the fee provided for in Annex IV of the law that deals with the supervision fee for the securities and capital markets, in the case of a request for exemption from registration”. (NR)

Art. 3. Annex II of CVM Instruction No. 400, of 2003, shall enter into force with the following wording:

“ANNEX II..........................................................
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13. proof of payment of the fee provided for in Annex IV of the law that deals with the supervision fee for the securities and capital markets, including any additional installment, provided for in Art. 14, § 2º, and supplementary installment, provided for in Art. 24;
.......................................................................... ” (NR)

Art. 3. CVM Instruction No. 476, of January 16, 2009, shall enter into force with the following wording:

“Art. 8. .............................................................
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§ 3. The payment of the fee provided for in Annex IV of the law that deals with the supervision fee for the securities and capital markets must be made on the date of closure of the public distribution offer with restricted efforts closed successfully, and the payment reference number must be informed in the communication referred to in the caput.” (NR)

“Art. 11 .............................................................
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XIII – carry out diligence to verify compliance with the condition for carrying out the offer provided for in Art. 9 of this Instruction; 3 XIV – ensure that the conditions provided for in Art. 9-A, item I, and § 2, are met; and 4 XV – ensure that the fee provided for in Annex IV of the law that deals with the supervision fee for the securities and capital markets was paid by the offeror of the securities in accordance with § 3 of Art. 8 of this Instruction.” (NR)

Included for the purpose of score adjustment.
Included for the purpose of score adjustment.

CVM RESOLUTION NO. 61, OF DECEMBER 27, 2021

Art. 4. Annex 8 of CVM Instruction No. 476, of 2009, shall enter into force with the following wording:

“Annex 8 ..........................................................
OFFERING DATA
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Reference number of the supervision fee payment:” (NR)

Art. 5. CVM Instruction No. 480, of December 7, 2009, shall enter into force with the following wording:

“Art. 7. .............................................................
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VI – issuers of Structured Operations Certificates – COE, Financial Letters – LF and Guaranteed Real Estate Letter – LIG that carry out public offers of these financial instruments in accordance with the specific CVM regulation that provides for the public distribution offers of COE, LF and LIG;
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IX – the company whose shares owned by the Union, States, Federal District and Municipalities and other entities of the Public Administration are the subject of a public distribution offer not subject to registration in accordance with specific regulation on public distribution offers of securities. .......................................................................... ” (NR)

Art. 6. CVM Instruction No. 588, of July 13, 2017, shall enter into force with the following wording:

“Art. 19 .............................................................
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XII – keep available and updated on a page on the worldwide computer network, program, application or electronic medium, without access restrictions for the general public, the form

CVM RESOLUTION NO. 61, OF DECEMBER 27, 2021

contained in Annex 5-IV for small business companies that have carried out offers in their digital environment concluded successfully; 5 XIII – keep confidential the financial information and operations carried out by its clients; and 6 XIV – ensure that the fee provided for in Annex IV of the law that deals with the supervision fee for the securities and capital markets was paid by the offeror of the securities, on the date of closure of the offer closed successfully”. (NR)

“Art. 27. The platforms must send to the CVM through an electronic system available on the CVM page on the worldwide computer network, the following documents and information:
I – on the start date of each offer and within 5 (five) calendar days after closure, the information described in Annex 27-I; and .......................................................................... ” (NR)

Art. 7. Annex 27-I of CVM Instruction No. 588, of 2017, shall enter into force with the following wording:

“INFORMATION ON THE START AND CLOSURE OF PUBLIC OFFER OF SECURITIES ISSUED BY A SMALL BUSINESS COMPANY CARRIED OUT WITH EXEMPTION FROM REGISTRATION AT THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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DATA ON THE CLOSURE OF THE OFFER:
Offer closure date:
Total amount raised: R$
Final placement data, indicating the number of investors participating in the offer and the total amounts acquired according to the following categories:
a) qualified; b) non-qualified up to R$ 10,000.00 (Art. 4, caput); c) non-qualified above R$ 10,000.00 (Art. 4, III).

Included for the purpose of score adjustment.
Included for the purpose of score adjustment.

CVM RESOLUTION NO. 61, OF DECEMBER 27, 2021

Reference number of the supervision fee payment:” (NR)

Art. 8. CVM Resolution No. 6, of September 14, 2020, shall enter into force with the following wording:

“Art. 1. The public distribution offer of investment certificates that characterize quotas representing rights to commercialization of specific works and projects in the Brazilian independent audiovisual cinematic area, as well as those for exhibition, distribution and technical infrastructure, presented by a Brazilian national capital company (“Audiovisual Investment Certificates” or “CAV”), is not subject to registration at the CVM, observing the terms of this Resolution. .......................................................................... ” (NR)

“Art. 4. The public distribution offer of Audiovisual Investment Certificates carried out under the terms of this Resolution must be carried out by intermediary institutions qualified to act as members of the securities distribution system.” (NR)

“Art. 9. ..............................................................
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Sole Paragraph. The DIE must contain a warning with the following wording: “This offer is not subject to registration at the Securities and Exchange Commission of Brazil – CVM. The distribution of Audiovisual Investment Certificates for the production, distribution, exhibition and technical infrastructure of Brazilian audiovisual cinematic works does not imply, by the regulatory bodies, a guarantee of the truthfulness of the information provided or of the adequacy of the certificate to the current legislation or judgment on the quality of the issuing company or the intermediary institution.” (NR)

Art. 9. The summary of CVM Resolution No. 8, of September 14, 2020, shall enter into force with the following wording:

“Provides for the public distribution offers of Structured Operations Certificate – COE and the credit titles Financial Letter – LF and Guaranteed Real Estate Letter – LIG, amends provisions of CVM Instruction No. 400, of December 29, 2003, CVM Instruction No. 476, of January 16, 2009, CVM Instruction No. 480, of December 7, 2009, and CVM Instruction No. 541, of December 20, 2013, and revokes CVM Instruction No. 569, of October 14, 2015.”

Art. 10. CVM Resolution No. 8, of 2020, shall enter into force with the following wording:

CVM RESOLUTION NO. 61, OF DECEMBER 27, 2021

“Art. 1. This Resolution regulates the public distribution offers of the Structured Operations Certificate – COE and the credit titles Financial Letter – LF and Guaranteed Real Estate Letter – LIG, and aims to ensure the protection of investors and the market in general, through requirements for adequate disclosure of information about the certificates and titles. Sole Paragraph. The general provisions defined in specific regulation on public distribution offers of securities do not apply to the public distribution offer of COE, LF or LIG carried out under the terms of this Resolution.” (NR)

“Art. 2. The public distribution offer of COE, LF or LIG carried out under the terms of this Resolution is not subject to registration at the CVM and will be carried out by intermediary institutions qualified to act as members of the securities distribution system.” (NR)

“Art. 8. The use of any advertising text for offer, advertisement or promotion in the public distribution offers of COE, LF or LIG under the terms of this Resolution, by any form or means of dissemination, including audiovisual, must:
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VII – include a prominent warning with the following wording “This offer is not subject to registration at the Securities and Exchange Commission of Brazil – CVM. The CVM has not previously analyzed this offer. The distribution [of the Structured Operations Certificate – COE], [of the Financial Letter – LF] or [of the Guaranteed Real Estate Letter – LIG] does not imply, by the CVM, a guarantee of the truthfulness of the information provided, of the adequacy [of the Certificate] or [of the Letter] to the current legislation or judgment on the quality of the issuer or the intermediary institution”.” (NR)

“Art. 10. The issuing institution is responsible for the truthfulness, consistency, quality and sufficiency of the information provided for the purpose of carrying out a public offer carried out under the terms of this Resolution.
Sole Paragraph.................................................
I – the information provided by the issuer is true, consistent, current, correct and sufficient, allowing investors to make an informed decision regarding the public offer; and” (NR)

“Art. 21. ...........................................................
I – the carrying out of a public offer of COE, LF or LIG with non-observance of Arts. 2, 3, 5 to 10, 12 and 13 of this Resolution; and ...........................................................................”(NR)

Art. 11. Annex A of CVM Resolution No. 8, of 2020, shall enter into force with the following wording:

“ANNEX A TO CVM RESOLUTION NO. 8, OF OCTOBER 14, 2020
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XIX – prominent warning with the following wording: “This offer is not subject to registration at the Securities and Exchange Commission of Brazil – CVM. The CVM has not previously analyzed this offer. The distribution of the Structured Operations Certificate – COE does not imply, by the CVM, a guarantee of the truthfulness of the information provided, of the adequacy of the Certificate to the current legislation or judgment on the quality of the issuer or the intermediary institution.”; .......................................................................... ” (NR)

Art. 12. Annex B of CVM Resolution No. 8, of 2020, shall enter into force with the following wording:

“ANNEX B TO CVM RESOLUTION NO. 8, OF OCTOBER 14, 2020
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XIX – prominent warning with the following wording: “This offer is not subject to registration at the Securities and Exchange Commission of Brazil – CVM. The CVM has not previously analyzed this offer. The distribution of the Financial Letter – LF does not imply, by the CVM, a guarantee of the truthfulness of the information provided, of the adequacy of the LF to the current legislation or judgment on the quality of the issuer or the intermediary institution.”; .......................................................................... ”(NR)

Art. 13. Annex C of CVM Resolution No. 8, of 2020, shall enter into force with the following wording:

“ANNEX C TO CVM RESOLUTION NO. 8, OF OCTOBER 14, 2020
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CVM RESOLUTION NO. 61, OF DECEMBER 27, 2021

XXV – prominent warning with the following wording: “This offer is not subject to registration at the Securities and Exchange Commission of Brazil – CVM. The CVM does not previously analyze the offer. The distribution of the Guaranteed Real Estate Letter – LIG does not imply, by the CVM, a guarantee of the truthfulness of the information provided, of the adequacy of the LIG to the current legislation or judgment on the quality of the issuer or the intermediary institution.”; .......................................................................... ” (NR)

Art. 14. CVM Resolution No. 54, of October 20, 2021, shall enter into force with the following wording:

“Art. 13 .............................................................
§ 1. In cases of collection of the supervision fee due to the carrying out of a public offer subject to registration or exempt from such registration, as well as in cases of registration of a participant or issuance of an equivalent authorizing act, the responsible organizational component must confirm the entry of the fee payment into the CVM account. .......................................................................... ” (NR)

Art. 15. Items VII and X and § 1 of Art. 7 of CVM Instruction No. 480, of 2009, are repealed.

Art. 16. This Resolution enters into force on January 3, 2022.

Signed electronically by
MARCELO BARBOSA
President

CVM Resolution No. 61 of December 27, 2021

Lineage: In force

Timeline