CVM Resolution No. 86 of March 31, 2022, with amendments introduced by CVM Resolution No. 221/24 — CVM — BR

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 86, OF MARCH 31, 2022
WITH THE AMENDMENTS INTRODUCED BY
CVM RESOLUTION NO. 221/24.

Provides for the public distribution offer of collective hotel investment contracts and revokes CVM Instruction No. 602, of August 27, 2018.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes it known that the Collegiate Board, in a meeting held on March 30, 2022, based on the provisions of arts. 2º, item IX and § 3º, 19, §§ 5º and 7º, and 21, § 6º, of Law No. 6.385, of December 7, 1976, APPROVED the following Resolution:

CHAPTER I – SCOPE, DEFINITIONS AND PURPOSE

Art. 1º This Resolution provides for the public distribution offer of collective investment contracts - CIC hotel.

§ 1º The following are not subject to this Resolution:
I – the alienation of ideal fractions corresponding to up to 10 (ten) autonomous units, by natural or legal person, in the same calendar year; and II – the resale of autonomous units of a hotel enterprise by persons not linked to the incorporating society, provided that a previous public distribution registered or exempt from registration by the CVM related to the same hotel enterprise has already occurred.

§ 2º For the purposes of §1º, item II, persons linked to the incorporating society are considered to be the natural or legal person, fund, or universality of rights that acts in concert or representing the same interest of the incorporating society, observing § 3º.

§ 3º It is presumed to be acting in concert or representing the same interest of the incorporating society:
I – its controller, direct or indirect, or who is controlled by it or is under common control with it; and II – its administrators, as well as their respective spouses or partners, ascendants, descendants, and collateral relatives up to the 2nd degree, and the companies controlled by them directly or indirectly.

§§ 1º, 2º and 3º included by CVM Resolution No. 221, of December 10, 2024.

CVM RESOLUTION NO. 86, OF MARCH 31, 2022

Art. 2º For the purposes of this Resolution, consider:
I – CIC hotel: set of contractual instruments offered publicly, which contains a promise of remuneration linked to participation in the result of a hotel enterprise organized through a condominium; II – offeror: incorporating society or any other person who carries out acts of public distribution of CIC hotel; and III – enterprise page: page on the worldwide computer network that operates without access restriction by the general public and that provides the information required by this Resolution.

Art. 3º This Resolution does not apply to public distribution offers of collective investment contracts involving sales efforts of ideal parts of voluntary condominiums, which remain subject to the specific CVM regulation on public distribution offers of securities.

CHAPTER II – PUBLIC DISTRIBUTION

Section I – General Rule

Art. 4º The provisions of the specific regulation on public distribution offer of securities do not apply to public distribution offers of CIC hotel.

Section II – Registration of the Offer

Art. 5º The request for registration of public distribution offer of CIC hotel must be requested by the offeror to the Securities Registration Superintendence – SRE.

Art. 6º The request for registration of public distribution offer of CIC hotel must be accompanied by the following documents and information:
I – offer prospectus, containing, at least, the information provided for in Annex A; II – economic and financial feasibility study of the hotel enterprise, prepared by an independent professional or company and containing, at least, the information provided for in Annex B; III – investor declaration model prepared in accordance with Annex C; IV – models of all contractual instruments that make up the CIC hotel;

CVM RESOLUTION NO. 86, OF MARCH 31, 2022

V – declaration in accordance with Annex D, signed by the administrators of the offeror, duly qualified; VI – declaration in accordance with Annex E, signed by the administrators of the operating society of the hotel enterprise, duly qualified; VII – advertising material to be used in the offer, if any; VIII – proof of payment of the market supervision fee for securities and securities, related to the issuance registration; IX – draft announcement of the start of distribution, which must contain, at minimum, the information provided for in Annex F; X – draft announcement of the end of distribution, which must contain, at minimum, the information provided for in Annex G; XI – certificate within the validity period, issued by the General Real Estate Registry office where the property is registered, which allows the identification of the current owner and the existence of encumbrances or liens; and XII – address of the enterprise page on the worldwide computer network.

Art. 7º The SRE must conclude the analysis of the registration request for the offer within a maximum period of 60 (sixty) days, counted from the date of protocol of all documents listed in art. 6º, with the registration being automatically granted if there is no manifestation by the SRE within this period.

Art. 8º If any of the documents listed in art. 6º, necessary for the analysis of the offer registration request, are not filed at the time of the request, the period referred to in art. 7º is counted from the date of protocol of the last document that completes the instruction of the registration request process.

Sole paragraph. The SRE must inform, within a period of up to 10 (ten) days counted from the protocol, about the sufficiency of the submitted documents and which documents or information are missing.

§ 1º The SRE must inform, within a period of up to 10 (ten) days counted from the protocol, about the insufficiency of the submitted documents, if applicable, and which documents or information are missing.

§ 2º For the complementation of the documentation necessary to instruct the registration request, a period of 10 (ten) business days is granted.

CVM RESOLUTION NO. 86, OF MARCH 31, 2022

§§ 1º and 2º included by CVM Resolution No. 221, of December 10, 2024.

Art. 9º Within a period of 18 (eighteen) business days from the presentation of all documents necessary to instruct the registration request, the SRE may suspend the analysis period referred to in art. 7º, by issuing an office with requirements to the applicant.

Art. 9º Within a period of 20 (twenty) business days from the presentation of all documents necessary to instruct the registration request, the SRE may suspend the analysis period referred to in art. 7º, by issuing an office with requirements to the applicant.

Caput with wording given by CVM Resolution No. 221, of December 10, 2024.

§ 1º To meet the eventual requirements referred to in the caput, a period of 40 (forty) business days is granted.

§ 2º The period to comply with the requirements may be extended only once, for a period not exceeding 20 (twenty) business days, through the prior presentation of a reasoned request by the interested parties.

§ 3º In compliance with the requirements formulated by the SRE, the documents must be presented in two versions:
I – the first, containing the originally submitted document, including:
a) indication of the alterations determined by the CVM and those that do not result from compliance with such determinations; and b) explanation about each issue raised by the CVM; and a) indication of the alterations determined by the SRE and those that do not result from compliance with such determinations; and b) explanation about each issue raised by the SRE; and

Sub-items “a” and “b” with wording given by CVM Resolution No. 221, of December 10, 2024.
II – the second, without any marks.

§ 4º From the receipt of all documents and information in compliance with the requirements formulated, the SRE has 8 (eight) business days to manifest itself regarding the registration request, which is automatically obtained if there is no manifestation by the SRE within this period.

CVM RESOLUTION NO. 86, OF MARCH 31, 2022

§ 4º From the receipt of all documents and information in compliance with the requirements formulated, the SRE has 10 (ten) business days to manifest itself regarding the registration request, which is automatically obtained if there is no manifestation by the SRE within this period.

§ 4º with wording given by CVM Resolution No. 221, of December 10, 2024.

§ 5º After the period provided for in § 4º has elapsed, if the initially formulated requirements have not been fully met or if the alterations in documents and information necessitate new requirements, prior to the denial of the registration request, the SRE must send an office to the offeror, reiterating requirements or presenting new requirements that prove necessary, granting them a period of 5 (five) business days to comply, without prejudice to § 7º.

§ 5º-A The period to comply with the new requirements may be extended only once, for a period not exceeding 5 (five) business days, through the prior presentation of a reasoned request by the interested parties, with the period of extension not being computed for the purposes of art. 7º.

§ 5º-A included by CVM Resolution No. 221, of December 10, 2024.

§ 6º The period for the SRE to manifest itself regarding the compliance with the requirements in response to the office mentioned in § 5º is of 5 (five) business days, counted from the date of protocol.

§ 7º If, in addition to the documents and information presented in response to the offices provided for in the caput or in § 5º of this article, alterations have been made in documents or in information that do not result from the compliance with requirements, the SRE may point out the occurrence of a new fact.

§ 8º The occurrence of a new fact must be communicated by the SRE to the offeror within the periods referred to in § 4º or § 6º, and entails a new suspension of 20 (twenty) business days or 5 (five) business days respectively, for compliance with requirements and clarifications.

§ 6º The period for the SRE to manifest itself regarding the compliance with the requirements in response to the office mentioned in § 5º is of 3 (three) business days.

§ 7º If, in addition to the documents and information presented in response to the offices provided for in the caput or in § 5º of this article, alterations have been made in documents or in

CVM RESOLUTION NO. 86, OF MARCH 31, 2022

information that do not result from the compliance with requirements, the SRE may point out the occurrence of a new fact, depending on the relevance of the alterations.

§ 8º The occurrence of a new fact must be communicated by the SRE to the offeror within the periods referred to in § 4º or § 6º, and entails a new suspension of 20 (twenty) business days.

§§ 6º, 7º and 8º with wording given by CVM Resolution No. 221, of December 10, 2024.

§ 9º After the periods referred to in § 8º have expired, the SRE must manifest itself regarding the registration request within the remaining period provided for in art. 7º, with the registration being automatically granted if there is no manifestation by the SRE within this period.

Art. 10. The SRE may interrupt only once, upon request signed by the offeror, the analysis of the registration request for up to 60 (sixty) business days, after which the analysis periods will resume in full, as if a new registration request had been presented, regardless of the phase in which the SRE analysis was.

Art. 10. The SRE must interrupt the analysis of the registration request only once at the request of the offeror, for up to 60 (sixty) business days.

Caput with wording given by CVM Resolution No. 221, of December 10, 2024.

§ 1º The absence of manifestation by the applicant regarding their intention to proceed with the registration process within the period mentioned in the caput implies automatic denial of the registration request.

§ 2º The registration request is considered resubmitted on the first business day subsequent to the manifestation of interest in continuing the process, applying to the request all procedural steps and their respective periods as if it were new, regardless of the phase in which it was when its analysis was interrupted.

§§ 1º and 2º included by CVM Resolution No. 221, of December 10, 2024.

Art. 11. The approval or denial of the registration must be communicated by the SRE to the offeror.

Sole paragraph. The registration is based on formal criteria of legality and does not involve any guarantee regarding the content of the information, the economic or financial situation of the offeror or its administration, the feasibility of the offer or the quality of the collective investment contracts offered.

CVM RESOLUTION NO. 86, OF MARCH 31, 2022

Art. 12. The registration request must be denied when the requirements formulated by the SRE are not met, within the periods provided for in this Resolution.

§ 1º From the decision of denial, an appeal may be filed to the CVM Collegiate Board, in accordance with the current regulation.

§ 2º The documents that instructed the registration request must be archived at the CVM.

Section III – Distribution

Art. 13. Except for the hypotheses provided for in Chapter III, before the registration is granted and the announcement of the start of distribution is published, it is prohibited for the offeror to practice any act of public distribution of the CIC hotel.

Art. 13. Before the registration is granted and the announcement of the start of distribution is published, it is prohibited for the offeror to practice any act of public distribution of the CIC hotel.

Art. 13 with wording given by CVM Resolution No. 221, of December 10, 2024.

Art. 14. The distribution registration of the CIC hotel will expire if the announcement of the start of distribution is not communicated to the SRE within 180 (one hundred and eighty) days after its obtaining.

§ 1º The announcement of the start of distribution must be communicated to the SRE and published on the enterprise page on the worldwide computer network.

§ 2º Within 180 (one hundred and eighty) days after the publication of the announcement of the start of distribution, the offeror must communicate to the SRE and publish on the enterprise page the incorporation memorial registered in the competent General Real Estate Registry office.

Art. 15. In the public distribution of CIC hotel carried out under the terms of this Resolution, the offeror is exempt from hiring an intermediary institution that is part of the securities distribution system.

Art. 16. The offeror must supervise the activity of real estate brokers, adopting practices and procedures intended to ensure compliance with the provisions of this Resolution.

Art. 17. While the distribution of the CIC hotel object of the public offer registered at the CVM is in progress, the offeror is obliged to:
I – make available to the public, on the enterprise page, the documents referred to in art. 6º, items I, II, IV, V and VI;

CVM RESOLUTION NO. 86, OF MARCH 31, 2022

II – provide a copy of the updated prospectus and the economic and financial feasibility study of the enterprise to the real estate brokers participating in the distribution; III – obtain from the acceptors of the offer, in writing, the declaration provided for in Annex C; IV – update, annually, from the registration of the offer, the documents referred to in art. 6º, items I, II, and V, making the respective update available to the public on the enterprise page; and V – obtain, annually, from the registration of the offer, the declaration of the operation of the operator of the hotel enterprise, in the form provided for in art. 6º, VI, referring to the update of the documents referred to in art. 6º, I and II.

Art. 18. The subscription of the CIC hotel object of the registered distribution offer must be carried out within a maximum period of 36 (thirty-six) months, counted from the date of publication of the announcement of the start of distribution, allowing for a single extension for an equal period, provided that it is previously communicated to the SRE.

Sole paragraph. The offeror must communicate to the SRE and publish on the enterprise page the announcement of the end of distribution, within a period of 5 (five) business days from the end of the offer.

Section IV – Content of the Offer

Art. 19. The information disclosed about the offer, during the entire distribution period, must be:
I – true, complete, consistent and cannot induce the investor to error; II – written in simple, clear, objective, calm and moderate language; and III – useful for the evaluation of the CIC hotel and, in particular, of the investment risks.

Sole paragraph. The offeror is responsible for compliance with the provisions of the caput.

Art. 20. The economic and financial feasibility study of the hotel enterprise must always be accompanied by a prominent warning that the projections contained therein do not represent and should not be considered, under any circumstances, as a promise, guarantee or suggestion of profitability.

Section V – Advertising Material

Art. 21. The advertising material must be prepared in calm and moderate language, warning its readers about the investment risks.

CVM RESOLUTION NO. 86, OF MARCH 31, 2022

Art. 22. The advertising material cannot contain information different from or inconsistent with that contained in the prospectus and the economic and financial feasibility study.

§ 1º The advertising material must make express reference that it is advertising material and contain prominently the following warning: “This offer concerns investment in securities, and not just the acquisition of real estate. Before accepting the offer, read the Prospectus carefully, especially the Risk Factors section, and the Economic and Financial Feasibility Study of the hotel enterprise”.

§ 2º The advertising material must also inform the address of the enterprise page.

§ 3º The content of the enterprise page is considered advertising material for the purposes of this Resolution.

Art. 23. The use of advertising material does not depend on prior approval by the SRE, with the offeror being responsible for compliance with the provisions of this Section.

§ 1º It is optional for the offeror to submit, only once, the advertising material it intends to use in the offer for approval by the SRE, concomitantly with the registration request of the offer, in the form provided for in art. 6º, VII.

§ 2º Even if it has authorized the use of advertising material, the SRE may, at any time, by motivated decision, require corrections, alterations or even the cessation of advertising.

Section VI – Modification, Suspension and Cancellation of the Offer

Art. 24. If, in the judgment of the SRE, there is a substantial, subsequent and unforeseeable alteration in the factual circumstances existing at the time of the presentation of the distribution registration request, or that underpin it, resulting in a relevant increase in the risks inherent to the offer itself, the SRE may:
I – accept a request for modification of the offer; or II – recognize the occurrence of modification of the offer and take the appropriate measures.

§ 1º The request for modification of the offer is presumed to be granted if there is no manifestation by the SRE to the contrary within a period of 10 (ten) business days, counted from its protocol at the CVM.

§ 2º Modification of the offer is always permitted to improve it in favor of investors.

§ 3º The modification must be published immediately by means at least equal to those used for the publication of the offer.

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM) 7 de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 86, OF MARCH 31, 2022

§ 4º In the event of a modification of the offer, investors who have already adhered to the offer must be notified directly, by electronic mail, physical correspondence, or any other form of communication capable of being proven, regarding the modification made, so that they may revoke their acceptance of the offer within a period of 5 (five) business days from receipt of the communication, with silence being presumed as maintenance of acceptance.

§ 5º The modification of the price of a hotel Collective Investment Contract (CIC) is not subject to the provisions of this article.

§ 6º Public distribution offers of hotel CIC must be conducted under conditions that ensure equitable treatment to the recipients and acceptors of the offers, without prejudice to the provisions of § 5º.

Art. 25. The Department of Registration and Classification of Securities (SRE) may suspend or cancel, at any time, a distribution offer still in progress that:
I – is being processed under conditions different from those set forth in this Resolution or in the registration; II – is using advertising material in non-compliance with the rules of this Resolution; or III – has been deemed illegal, contrary to CVM regulation, or fraudulent, even after the respective registration has been obtained.

§ 1º The SRE must proceed with the suspension of the offer when it verifies illegality or violation of regulations that are curable.

§ 2º The suspension period of the offer cannot exceed 30 (thirty) days, during which the pointed-out irregularity must be cured.

§ 3º Upon expiration of the period referred to in § 2º without the flaws that determined the suspension having been cured, the SRE must order the cancellation of the offer.

Art. 26. The offeror must notify, by electronic mail, physical correspondence, or any other form of communication capable of being proven, the suspension or cancellation to investors who have already accepted the offer, granting them, in the case of suspension, the possibility of revoking their acceptance of the offer within a period of 5 (five) business days from receipt of the communication, with silence being presumed as maintenance of acceptance.

Sole Paragraph. In the event provided for in Art. 25, item II, the right of rescission must be granted exclusively to investors who accepted the offer during the period between the disclosure of the irregular advertising material and its proper rectification.

Art. 27. Those entitled to full restitution of the values, goods, or rights given in consideration for the offered securities are:
I – all investors who have already accepted the offer, in the cases of cancellation and revocation of the offer; and II – investors who have exercised the right of rescission, in the cases of suspension and modification of the offer as well as in that provided for in Art. 38.

Sole Paragraph. The prospectus must establish the manner and deadline for full restitution of values, goods, or rights by the offeror.

Section VII – Revocation of the Offer

Art. 28. The incorporating company must, in the cases and manner provided by law, notify the acceptors of the withdrawal of the incorporation and the consequent revocation of the offer and refund them the amounts already paid.

Sole Paragraph. Without prejudice to the provisions of the law, the revocation must be immediately communicated to the SRE and disclosed on the project's website.

CHAPTER III – OFFERS SUBJECT TO DIFFERENT REGIMES

Section I – Offers Not Subject to Registration

Art. 29. The offer of hotel CIC that does not exceed, in the same calendar year, the alienation of ideal fractions corresponding to 10 (ten) autonomous units per natural or legal person is not subject to the registration referred to in Art. 5º.

Art. 29 - REVOKED

Art. 29 revoked by CVM Resolution No. 221, of December 10, 2024.

Section II – Offers Automatically Exempt from Registration

Art. 30. The public distribution offer of hotel CIC is automatically exempt from the registration referred to in Art. 5º, and subject exclusively to the compliance with the duties indicated in this article:
I – conducted after the disclosure of audited annual financial statements, as per Art. 33 of this Resolution, in which hotel operational revenue was recognized for the first time, regardless of the quantity of autonomous units offered, provided that the project has already been the object of a publicly distributed offer registered or exempt from registration by the CVM; or II – that comprises the alienation of ideal fractions corresponding to more than 10 (ten) autonomous units, in the same calendar year and is conducted:
a) while the registered public offer promoted by the incorporating company under the terms of this Resolution is in progress; or b) in the period between the closing of a public offer, registered under the terms of this Resolution or exempt from registration by the CVM, and the disclosure of the audited annual financial statements, as per Art. 33 of this Resolution, in which hotel operational revenue was recognized for the first time.

§ 1º In the event provided for in item II, letter “a”, of the caput, the offeror is obliged to obtain from the acceptors of the offer, in writing, the declaration referred to in Annex H.

§ 2º In the event provided for in item II, letter “b” of the caput, the offeror is obliged to:
I – communicate to the SRE and disclose the announcements of start and closing of the public distribution offer on the project's website, in the manner provided in Annexes F and G; II – from the announcement of the start of the offer until its closing, make available to the public, on the project's website, the documents referred to in Art. 6º, items I, II, IV and V; III – obtain from the acceptors of the offer, in writing, the declaration referred to in Annex H; IV – update, annually, from the disclosure of the announcement of the start of the offer until its closing, the documents referred to in Art. 6º, items I, II and V, making the respective update available to the public on the project's website; and V – prepare any advertising material in compliance with the provisions of Section V of Chapter II of this Resolution, and with the inclusion of the following notice:

“The present offer of hotel collective investment contract was exempt from registration by the Securities and Exchange Commission of Brazil - CVM. The CVM does not previously analyze such offers. The CVM does not guarantee the veracity of the information provided by the Offeror nor judges the quality of the collective investment contracts in hotel enterprises offered. The present offer deals with investment in securities, and not only with the acquisition of real estate. Before accepting an offer, read carefully the Prospectus, especially the Risk Factors section, and the Economic and Financial Feasibility Study of the hotel project.”

§ 3º In the event provided for in item II, letter “b” of the caput, the offeror must also observe the provisions of Arts. 16, 18, 19, 20 and 24 to 27.

§ 4º Except in the case of units taken back due to rescission or contractual termination motivated by the acquirer's default, the incorporating company cannot avail itself of the automatic exemption referred to in item II, letter “b” of the caput before 12 (twelve) months have elapsed from the closing of a public distribution registered under the terms of this Resolution or exempt from registration by the CVM.

Art. 30 - REVOKED

Art. 30 revoked by CVM Resolution No. 221, of December 10, 2024.

CHAPTER IV – HOTEL ENTERPRISE OPERATING COMPANY

Art. 31. The hotel enterprise operating company that is exclusively the issuer of hotel CIC under the terms of this Resolution is exempt from the registration of securities issuer.

Art. 32. The operating company may be organized as a corporation (sociedade anônima) or a limited liability company (sociedade limitada).

Art. 33. During the operation of the hotel enterprise, the operating company must prepare and make available to the public, on the project's website, as well as send to the SRE:

Art. 33. During the operation of the hotel enterprise, the operating company must prepare and make available to the public, on the project's website:

Caput with wording given by CVM Resolution No. 221, of December 10, 2024.

I – within 90 (ninety) days from the closing of the fiscal year, annual financial statements of the hotel enterprise, prepared in accordance with Law No. 6.404, of 1976, and with the accounting standards issued by the CVM, and audited by an independent auditor registered with the CVM; and II – within 45 (forty-five) days from the date of closing of each quarter, quarterly financial statements of the hotel enterprise, referring to the first 3 (three) quarters of each fiscal year, accompanied by a special review report, issued by an independent auditor registered with the CVM.

§ 1º The operating company must observe the CVM norms related to the hiring and relationship with the independent auditor.

§ 2º The independent auditor must observe the CVM norms related to the exercise of the independent audit activity within the securities market.

Art. 34. From the third year after the date of disclosure of the audited annual financial statements in which hotel operational revenue was recognized for the first time, the condominium owners, gathered in assembly, may exempt the operating company from complying with one or both of the obligations provided for in Art. 33.

§ 1º The deliberation referred to in the caput must be approved, in first or second call, by a special quorum that meets, cumulatively, the following conditions:
I – approval by the majority of votes of the condominium owners present, with votes counted in the manner provided in the sole paragraph of Art. 1.352 of the Civil Code; and II – approval by ideal fractions representing, at least, one fifth of the total.

§ 2º The deliberation referred to in the caput must expressly appear in the summons of the respective assembly, and the operating company of the hotel enterprise cannot vote in it.

CHAPTER V – FINAL AND TRANSITORY PROVISIONS

Art. 35. The administrators of the offeror, within their legal and statutory competencies, are responsible for compliance with the obligations imposed on the offeror by this Resolution.

Art. 36. The administrators of the hotel enterprise operating company, within their legal and statutory competencies, are responsible for compliance with the obligations imposed on that company by this Resolution.

Art. 37. The offeror must keep available to the CVM, for 5 (five) years from its closing, the documentation used in the public distribution offer of hotel CIC for compliance with the provisions of this Resolution.

Art. 38. If, during the analysis of a registration request for an offer, the SRE finds that hotel CIC of the same hotel enterprise was distributed after April 18, 2016, without registration or exemption from registration by the CVM, the registration will only be granted upon demonstration by the offeror that the right of rescission was ensured to the acceptors of the irregular offer.

Art. 39. In addition to the project's website, the information whose disclosure is required by this Resolution may be disclosed through a program, application, or other electronic means, provided that:
I – it gathers all the information required by this Resolution; II – it does not contain access restriction to the general public; and III – it observes the provisions provided in Section V of Chapter II of this Resolution.

Art. 40. The following are considered serious infractions, for the purposes of § 3º of Art. 11 of Law No. 6.385, of 1976:
I – the distribution of hotel CIC:
a) conducted under conditions different from those set forth in the registration; b) conducted without registration or exemption from registration by the CVM; or c) conducted in violation of the provisions of Arts. 13, 17, 19, 21, 22, 27 and 29 of this Resolution; and b) conducted without registration or exemption from registration by the CVM, observed the provisions of Art. 1º, § 1º, item I; or c) conducted in violation of the provisions of Arts. 13, 17, 19, 21, 22 and 27 of this Resolution; and

Letters “b” and “c” with wording given by CVM Resolution No. 221, of December 10, 2024.
II – the non-observance of the provisions of Arts. 33 and 34 of this Resolution.

Art. 41. CVM Instruction No. 602, of August 27, 2018, is revoked.

Art. 42. This Resolution enters into force on May 2, 2022.

Signed electronically
MARCELO BARBOSA
President

ANNEX A TO CVM RESOLUTION NO. 86, OF MARCH 31, 2022
Information that must be included in the Prospectus

I – The cover of the Prospectus must contain the following notice:
“Offer for sale of collective investment contracts within the scope of real estate projects linked to participation in the results of a hotel enterprise. The present offer deals with investment in securities, and not only with the acquisition of real estate. Before accepting the offer, read carefully the economic and financial feasibility study of the hotel enterprise and the prospectus, especially the risk factors section available on the site [●]. The CVM does not guarantee the veracity of the information provided by the offeror nor judges the quality of the collective investment contracts in hotel enterprises offered.”

II – Identification of the construction company, if any, of the incorporating company, of the operating company of the hotel enterprise, of the company holding the hotel brand, and of the other participants in the enterprise;

III – Description of the enterprise;

IV – Summary of the contractual and legal provisions that regulate the relationships between the investors and the offeror and other counterparties of the instruments involved in the offer of the hotel CIC, explaining, in detail, the obligations, responsibilities, and rights of the offeror and the other counterparties;

V – Data of the offer, such as quantity of CIC offered, legal structure of the CIC, unit prices of the CIC, total value of the offer, start and end dates of the offer;

VI – Clear and complete information about the form of remuneration of the investors and of the operating company of the hotel enterprise, as well as of the other participants in the enterprise;

VII – Risk factors incident on the offer, which must be presented in order of specificity, from the most specific to the most generic, and must necessarily address:
a) the possibility that investors do not obtain profit or incur losses due to the failure of the hotel enterprise; b) the possibility that the investor has to contribute additional resources to those necessary for the acquisition of the investment; c) the possibility of devaluation of the real estate, considering, in particular, its specific destination; d) civil, labor, social security, and tax liability of investors arising from the construction of the real estate and the operation of the hotel; e) the existence of environmental liabilities, if any; f) when applicable, the option for the non-establishment of the affected patrimony referred to in Art. 31-A of Law No. 4.591, of December 16, 1964 (Incorporations Law); g) the influence that the offeror may exert on condominium owners' assemblies if they come to maintain autonomous units of the enterprise in their property; h) the possibility that the incorporating company, or the construction company, contracts financing with the constitution of a mortgage or fiduciary alienation on the real estate object of the enterprise, if any; i) the possibility that the economic and financial feasibility study is not reliable due to the absence of comparable enterprises in operation in the market, as well as by any other factor that may compromise its conclusions, if applicable; j) the possibility that the operating company incurs in conflict of interest due to a substantial portion of the remuneration of the hotel enterprise operator being linked to the gross revenue of the hotel enterprise, unlike the remuneration of the investors, which is linked to operational profit; and k) the possibility that the internal rate of return is lower than projected for the investor who opted for the financed acquisition of the autonomous unit.

VIII – Any and all costs, contributions, expenses, fees, or profit withholdings that are or may become borne by investors as a result of the contracts signed by them;

IX – Information on the deadline and manner of restitution of values received from investors in the cases of suspension, cancellation, and withdrawal of the offer;

X – Indication of the complete address of the project's website on the worldwide web where the information referred to in Art. 6º, items I, II, and IV, and in Art. 33 of the Resolution will be available;

XI – Description of the practices adopted for hiring and supervising the performance of real estate brokers; and

XII – Indication of the brokerage companies or individual brokers authorized to carry out the distribution of the hotel CIC.

SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – CEP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 86, OF MARCH 31, 2022

ANNEX B TO CVM RESOLUTION NO. 86, OF MARCH 31, 2022
Minimum information that must be included in the economic and financial feasibility study of the hotel enterprise

I – Macroeconomic trends and perspectives;
II – Analysis of the hotel market by segment present and perspectives of its evolution, in terms of future demand and supply; III – Analysis of the geographical location of the enterprise and its neighborhood; IV – Analysis of competitive positioning; V – Analysis of the enterprise's penetration into the market; VI – Estimates of construction, assembly, equipment, decoration, furnishing, pre-operational expenses, and initial working capital costs; VII – Estimates of administrative and tax costs to be incurred by the investor in the acquisition of the hotel CIC; VIII – Methodology chosen and reasons for adopting this; IX – Projection of revenues, expenses, and results for a period of at least 5 (five) years of hotel operation; X – Calculation of the Net Present Value (NPV) and Internal Rate of Return (IRR) of the investment, with the indication of the premises and sources of data used. For the calculation of NPV and IRR, a projection period of at least 10 (ten) years must be demonstrated, followed by the calculation of a perpetuity. The discount rate to be used for the calculation of NPV and the present value of the perpetuity, in the case of IRR, must be compatible with the risk of the investment in the enterprise; XI – Comparison between the projected capitalization rate for the investment (expected annual yield on the launch price) and that of similar hotel enterprises in operation in the market; XII – The signatures and identification of the professionals responsible for the study, as well as the legal representative of the firm responsible for the study;

CVM RESOLUTION NO. 86, OF MARCH 31, 2022

XIII – Regarding the professionals and the firm responsible for the study:
a) description of professional experience and credentials that qualify them to prepare an economic and financial feasibility study of a hotel enterprise, indicating studies carried out in the previous 3 (three) years; and b) detailed description of the internal approval process of the economic and financial feasibility study by the firm; and XIV – Declaration by the professionals responsible for the study, as well as by the legal representative of the firm responsible for the study, informing:
a) the quantity of hotel CICs that are the object of the offer of which they are holders or that they intend to acquire during the offer; b) that they have no conflict of interest that diminishes the independence necessary for the performance of their functions; c) the cost of the economic and financial feasibility study, specifying the fixed component and the contingent or variable component of their remuneration; and d) values received from the offeror or from the other counterparties of the contracts involved in the hotel CIC, as remuneration for any consulting, appraisal, audit, and similar services, in the 12 (twelve) months prior to the registration request, discriminating, among the values received, those related to the preparation of the economic and financial feasibility study.

CVM RESOLUTION NO. 86, OF MARCH 31, 2022

ANNEX C TO CVM RESOLUTION NO. 86, OF MARCH 31, 2022
Investor Declaration

By signing this term, I declare that I had full access to all necessary and sufficient information for the investment decision, notably those contained in the Prospectus, the Economic and Financial Feasibility Study of the hotel enterprise, and the contracts that make up the hotel CIC to assess the acceptance of the offer and the risks arising from it. I declare that I am aware that this is an offer in which the registration of the issuer of securities and the hiring of an intermediary institution integrated into the securities distribution system were waived by the CVM.

CVM RESOLUTION NO. 86, OF MARCH 31, 2022

ANNEX D TO CVM RESOLUTION NO. 86, OF MARCH 31, 2022
Offeror Declaration

We declare that the information provided to the market, including those contained in the Prospectus and the Economic and Financial Feasibility Study of the hotel enterprise, are true, consistent, correct, and sufficient, allowing investors to make an informed decision regarding the offer. We further declare that the Prospectus contains the relevant information necessary for investors to know the offer, the hotel CIC offered, the risks inherent to the hotel enterprise, and any other relevant information, as well as that the Prospectus was prepared in accordance with the relevant norms.

CVM RESOLUTION NO. 86, OF MARCH 31, 2022

ANNEX E TO CVM RESOLUTION NO. 86, OF MARCH 31, 2022
Declaration of the Operating Company of the Hotel Enterprise

We declare that the information provided in the Prospectus and in the Economic and Financial Feasibility Study, specifically related to the hotel enterprise and the risks associated with it, are true, consistent, correct, and sufficient, allowing investors to make an informed decision regarding the offer.

CVM RESOLUTION NO. 86, OF MARCH 31, 2022

ANNEX F TO CVM RESOLUTION NO. 86, OF MARCH 31, 2022
Start of Distribution Announcement

I – Identification of the incorporating company (identified as Offeror), the operating company of the hotel enterprise, the hotel brand, the construction company, if any, and the other participants in the enterprise; II – Identification of the hotel enterprise; III – Offer data, including quantity of CICs offered, legal structure of the CICs, unit price of the CIC, total value of the offer; IV – Date of the start of distribution of the securities; V – Declaration that the Prospectus and the Economic and Financial Feasibility Study of the hotel enterprise are available to interested parties, indicating the locations and methods by which they can be obtained; VI – Number and date of registration with the CVM; and VII – The following statement, in a prominent manner: “The registration of this distribution does not imply, on the part of the CVM, guarantee of the truthfulness of the information provided or judgment on the quality of the Offeror, as well as on the hotel CICs to be distributed”.

CVM RESOLUTION NO. 86, OF MARCH 31, 2022

ANNEX G TO CVM RESOLUTION NO. 86, OF MARCH 31, 2022
End of Distribution Announcement

CVM RESOLUTION NO. 86, OF MARCH 31, 2022

ANNEX H TO CVM RESOLUTION NO. 86, OF MARCH 31, 2022
Investor Declaration in Offer Automatically Exempt from Registration

By signing this term, I declare that I had full access to all necessary and sufficient information for the investment decision in the offer, notably those contained in the Prospectus, the Economic and Financial Feasibility Study of the hotel enterprise, and the contracts that make up the hotel CIC. I declare that I am aware that the registration of the offer and the registration of the issuer of securities, as well as the hiring of an intermediary institution integrated into the securities distribution system, were waived by the CVM.

ANNEX H - REVOKED

Annex H revoked by CVM Resolution No. 221, of December 10, 2024.

Lineage: No known changes