PERÚ Ministerio de Economía y Finanzas
SMV
Superintendency of the Market de Valores
"Decade of Equal Opportunities for Women and Men" "Year of the Bicentennial, of the consolidation of our Independence, and of the commemoration of the heroic battles of Junín and Ayacucho"

Deputy Superintendent Resolution SMV No. 033-2024-SMV/11

Lima, 17 de junio de 2024

Summary: Sanction Industria Textil Piura S.A. with a total fine of 330 UIT for having incurred eleven (11) infractions of a serious nature typified in subsections 2.10 and 2.33, numeral 2 and three (03) minor infractions typified in subsection 3.6, numeral 3 of Annex I of the Sanctions Regulation.

Administered : INDUSTRIA TEXTIL PIURA S.A.
Asunto
:
Administrative Sanctioning Procedure of double instance administrativa Main Type : Subsections 2.10 and 2.33 of numeral 2 of Annex I of the Regulation de Sanciones Subsection 3.6 of numeral 3 of Annex I of the Regulation of Sanciones SERIOUS AND MINOR INFRACTIONS File No. : 2023049772

The Deputy Superintendent (e) of Supervision of Conductas de Mercados

VISTOS:

The administrative file No. 2023049772 containing the administrative sanctioning procedure initiated by the General Intendancy of Conduct Compliance of the Superintendency of the Stock Market – SMV (hereinafter, the IGCC), against Industria Textil Piura S.A. (hereinafter, Issuer); as well as Report No. 379-2024-SMV/11.2 of 2 April 2024 (hereinafter, the Report), issued by said IGCC;

CONSIDERANDO:

I. FUNCIÓN Y COMPETENCIA DE LA SASCM

1. That, the IGCC —instructing body of the administrative sanctioning procedures (hereinafter, the PAS) to which this case refers—, has brought to the attention of the Deputy Superintendency of

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Supervision of Market Conduct of the SMV (hereinafter, SASCM), the PAS of administrative file No. 2023049772 in order for it to issue a decision as the first-instance sanctioning body in said PAS. Thus, the SASCM assumes competence in observance of the exercise of the supervision function and the sanctioning power of the Superintendency of the Securities Market – SMV established by the Single Concorded Text of its Organic Law, Decree Law No. 26126 (hereinafter, LOSMV), and the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF-1 1 (hereinafter, TUO LMV); as well as by the provisions of the Sanctions Regulations, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, Sanctions Regulations); and, in articles 42 and 43 of the Regulations of Organization and Functions of the Superintendency of the Securities Market – 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 the first administrative instance for the commission of infractions whose compliance control corresponds to the aforementioned Deputy Superintendency. Likewise, the SASCM has the powers to issue corrective measures aimed at reversing the situation altered by the commission of the infraction;

2. That, this PAS corresponds to two (2) administrative instances in accordance with article 15 of the Sanctions Regulations, and to the provisions of numeral 26 of article 12 of the ROF-SMV, which establish that the Superintendent of the Securities Market resolves appeals against resolutions issued in the first instance by the Deputy Superintendent of the SASCM, with the exception of single-instance procedures;

II. HECHOS, CARGOS Y DESCARGOS DEL ADMINISTRADO

2.1 Hechos

3. That, it was evaluated whether or not the Issuer complied with timely communicating the material fact referring to the agreements adopted at the General Shareholders' Meeting held on July 20, 2020; timely submitting the following financial information: the Individual Interim Financial Statements as of March 31, 2022 and their corresponding Management Report, the Individual Interim Financial Statements as of June 30, 2022 and their corresponding Management Report, the Individual Interim Financial Statements as of September 30, 2022 and their corresponding Management Report, the Individual Interim Financial Statements as of December 31, 2022 and their corresponding Management Report, the Audited Individual Annual Financial Statements for fiscal year 2022 and their corresponding Annual Report, the Individual Interim Financial Statements as of March 31, 2023 and their corresponding Management Report, the Individual Interim Financial Statements as of June 30, 2023 and their corresponding Management Report, the Individual Interim Financial Statements as of September 30, 2023 and their corresponding Management Report; appoint its audit firm for fiscal years 2022 and 2023; as well as whether or not it complied with the requirements made by SMV through Official Letters Nos. 4093-2020-SMV/11.1, 3796-2021-SMV/11.1, 673-2023-SMV/11.1 and 3797-2021-SMV/11.1;

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

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2.2 Charges

4. That, as a result of said evaluation, by means of Oficio N° 5493-2023-SMV/11.2 of 6 December 2023 (hereinafter, the Statement of Charges), charges were formulated against the Issuer because it would not have complied with the following:

Material events

(i) The Issuer would not have reported as a material event the resolutions adopted at the General Shareholders' Meeting held on 20 July 2020, which should have been reported that same day.

Financial Information

(ii) The Issuer would not have submitted the Individual Interim Financial Statements as of 31 March 2022, which should have been submitted no later than 03 May 2022.

(iii) The Issuer would not have submitted the Management Report corresponding to the Individual Interim Financial Statements as of 31 March 2022, which should have been submitted no later than 03 May 2022.

(iv) The Issuer would not have submitted the Individual Interim Financial Statements as of 30 June 2022, which should have been submitted no later than 01 August 2022.

(v) The Issuer would not have submitted the Management Report corresponding to the Individual Interim Financial Statements as of 30 June 2022, which should have been submitted no later than 01 August 2022.

(vi) The Issuer would not have submitted the Individual Interim Financial Statements as of 30 September 2022, which should have been submitted no later than 02 November 2022.

(vii) The Issuer would not have submitted the Management Report corresponding to the Individual Interim Financial Statements as of 30 September 2022, which should have been submitted no later than 02 November 2022; notwithstanding.

(viii) The Issuer would not have submitted the Individual Interim Financial Statements as of 31 December 2022, which should have been submitted no later than 15 February 2023.

(ix) The Issuer would not have submitted the Management Report corresponding to the Individual Interim Financial Statements as of 31 December 2022, which should have been submitted no later than 15 February 2023.

(x) The Issuer would not have submitted the Individual Annual Audited Financial Statements as of 31 December 2022, which should have been submitted no later than 31 March 2023.

(xi) The Issuer would not have submitted the Annual Report corresponding to fiscal year 2022, which should have been submitted no later than 31 March 2022.

(xii) The Issuer would not have submitted the Individual Interim Financial Statements as of 31 March 2023, which should have been submitted no later than 02 May 2023.

(xiii) The Issuer would not have submitted the Management Report corresponding to the Individual Interim Financial Statements as of 31 March 2023, which should have been submitted no later than 02 May 2023.

(xiv) The Issuer would not have submitted the Individual Interim Financial Statements as of 30 June 2023, which should have been submitted no later than 31 July 2023.

(xv) The Issuer would not have submitted the Management Report corresponding to the Individual Interim Financial Statements as of 30 June 2023, which should have been submitted no later than 31 July 2023.

(xvi) The Issuer would not have submitted the Individual Interim Financial Statements as of 30 September 2023, which should have been submitted no later than 31 October 2023.

(xvii) The Issuer would not have submitted the Management Report corresponding to the Individual Interim Financial Statements as of 30 September 2023, which should have been submitted no later than 31 October 2023.

Appointment of audit firm

(xviii) The Issuer would not have complied with appointing its audit firm for fiscal year 2022, which should have been appointed no later than 30 June 2022.

(xix) The Issuer would not have complied with appointing its audit firm for fiscal year 2023, which should have been appointed no later than 03 July 2023.

SMV Request

(xx) It would not have complied with the information requests made by the SMV, by means of Oficio Nº 4093-2020-SMV/11.1 of 13 November 2020, by which it was requested that within a period of three (03) business days from notification of said official letter, it comply with addressing the requests made in Oficio Nº 1042-2020-SMV/11.1 of 25 February 2020, regarding the non-submission of interim and annual audited financial information from previous fiscal years and the sale of the land, among others.

(xxi) It would not have complied with the information requests made by the SMV, by means of Oficio Nº 3796-2021-SMV/11.1 of 22 September 2021, by which it was requested to report, through material events, among others, on the resolutions adopted at the General Shareholders' Meeting of Textil Piura of 28 December 2018 and the reasons why Textil Piura did not report, through material events, at the appropriate time, on the call, agenda and resolutions taken.

(xxii) It would not have complied with the information requirements formulated by the SMV, through Oficio N° 673-2023-SMV/11.1 of 14 February 2023, through which it was requested to update the information on the members of its Board of Directors, as well as provide the dates on which the cessations of Mr. José Carlos Del Valle Castro and Mr. Luis Antonio Aspillaga Banchero as directors occurred, among others.

SMV Requirement in exercise of the faculty of subsection 27.1, numeral 27 of the Regulation of Material Facts

(xxiii) It did not comply with the information requirement formulated by the SMV, through Oficio Nº 3797-2021-SMV/11.1 of 22 September 2021, with which it was required to proceed with the disclosure of said oficio and all its attachments as a material fact, under warning of the exercise of the attribution contemplated in article 27, subsection 27.1 of the Regulation of Material Facts.

Having received no response from the Issuer, the General Superintendence of Supervision

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of Conduct (hereinafter, IGSC) proceeded to carry out the publication on 19 October 2021

5. That, the omissions in the presentation of material facts and financial information, the failure to comply with what was required by the SMV in exercise of its functions, the failure to communicate the appointment of the audit firm, and the failure to present within the established term the information required by the SMV described above, are classified as infractions in subsections 2.102, 2.333 of numeral 2 and subsections 3.44 and 3.65 of numeral 3 of Annex I of the Sanctions Regulation, respectively;

2.3 Discharges

6. That, the Issuer has not presented its discharges despite having been validly notified with the Oficio de Cargos, via the MVNet System, on 6 December 2023, in accordance with article 266 of the Regulation of the MVNet and SMV Virtual System, approved by Superintendente Resolution Nº 092-2020-SMV/02 (hereinafter, MVNet Regulation), in force at the date of notification of the Oficio de Cargos;

7. That, through Supreme Decree N° 004-2019-JUS, the Single Ordered Text of the General Administrative Procedure Law, Law N° 27444 (hereinafter, TUO of the LPAG) was approved, which contains common rules for the actions of the administrative function of the State and regulates all administrative procedures developed in the entities, including special procedures. Likewise, numeral 3) of article 248 of the TUO of the LPAG, indicates the criteria regarding the graduation of the sanction: (a) The illicit benefit resulting from the commission of the infraction, (b) The probability of detection of the infraction, (c) The severity of the damage to the public interest and/or protected legal good, (d) The economic harm caused, (e) The recidivism for the commission of the same infraction within

[2] Subsection 2.10. of numeral 2 of Annex I of the Sanctions Regulation states that it constitutes a serious infraction: “Failure to communicate material facts or failure to present audited individual or consolidated financial information, interim individual or consolidated financial statements, management report or special audit report and annual reports”. (Underline added).

[3] Subsection 2.33. of numeral 2 of Annex I of the Sanctions Regulation which establishes that it constitutes a serious infraction: “Failure to comply with its functions or any of the other provisions contemplated in the regulations or what is provided or required by the SMV in exercise of its functions, specifically to the Participants (…)”. (Underline added).

[4] Subsection 3.4 of numeral 3 of Annex I of the Sanctions Regulation establishes that it constitutes a minor infraction: “Failure to appoint the audit firm, or failure to communicate its change, within the term provided in the regulations (…)”. (Underline added).

[5] Subsection 3.6 of numeral 3 of Annex I of the Sanctions Regulation states that it constitutes a minor infraction: “Presenting outside the established term, or failing to present, the documentation or information, other than that indicated in numeral 3.1. preceding to which they are obligated by the regulations or by requirement of the SMV or failure to send it in accordance with the technical specifications, when applicable, or sending it incompletely”. (Underline added).

[6] Article 26.- Moment and effectiveness of Notifications Notifications to obligated entities produce legal effects when they are deposited in the electronic domicile of the obligated entity. The term for the exercise of actions by the administered is computed from the business day following the deposit in the electronic domicile. The means to accredit the receipt of information by the obligated entities will be given by the respective records contained in the MVNET log, which will be available to the obligated entities when they require it." (Underline added).

of the term of one (1) year from when the resolution that sanctioned the first infraction became final, (f) The circumstances of the commission of the infraction, and (g) The existence or not of intentionality in the conduct of the infractor;

8. That, the charges formulated and the criteria regarding the graduation of the sanction have been subject to evaluation in the Report, which has been brought to the knowledge of the SASCM;

9. That, in compliance with the provisions of numeral 5 of article 255 of the TUO of the LPAG, through Official Letter No. 1331-2024-SMV/11 of 4 April 2024, the Report was sent to the Issuer, so that it may submit its arguments within a period of five (5) business days; however, despite being legally notified via the MVNet System in accordance with the MVNet Regulation, to date, it has not submitted them;

III. ISSUES TO BE DETERMINED

10. That, in the present PAS it corresponds to determine the following:

(i) Whether or not the Issuer incurred in the infractions indicated in the Statement of Charges and Report;

(ii) Whether or not it corresponds to impose a sanction on the Issuer;

IV. ANALYSIS

4.1 Applicable regulations

Material facts

11. That, with respect to the communication of material facts, article 30 of the TUO of the LMV states that: “The registration of a given security or issuance program entails for its issuer the obligation to inform the SMV and, where applicable, the respective stock exchange or entity responsible for the conduct of the centralized mechanism, of the material facts, including ongoing negotiations, about itself, the security and the offer made thereof, as well as to disclose such facts in a truthful, sufficient and timely manner. The information must be provided to said institutions and disclosed as soon as the fact occurs or the issuer becomes aware of it, as the case may be”;

12. That, numeral 9.1 of article 9 of the Regulation of Material Facts and Reserved Information, approved by SMV Resolution No. 005-2014-SMV/01 (hereinafter, Regulation of Material Facts) states: “The Issuer must report its material fact as soon as such fact occurs or the Issuer becomes aware of it, and in no case beyond the day on which it has occurred or has been known. (…)”

13. That, it should be specified that numeral 32 of Annex 1 of the Regulation of Material Facts states that it is the obligation of the Issuer to report as a material fact the “Call to shareholders' meetings, creditors' meetings or bondholders' assemblies, indicating the respective agenda and the documentation that is available to the shareholders, creditors and bondholders, as the case may be, as well as the resolutions adopted therein”. (Underline added);

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Financial information

14. That, with respect to the presentation of financial information, article 31 of the TUO LMV provides that: “The provisions of the preceding article do not relieve the issuer of the timely delivery to the SMV and, where applicable, to the respective stock exchange or entity responsible for the conduct of the centralized mechanism, of the information that either may require from it and, necessarily, that indicated below:

a) Its financial statements and indicators, with the minimum information generally indicated by the SMV, with a frequency no greater than quarterly; and,

b) Its annual report, with the minimum information generally established by the SMV. (…)”. (Underline added);

15. That, the Issuer was charged with the breach of articles 2, 4, 5, 6 and 12 of the Rules on Preparation and Presentation of Financial Statements and Annual Report by the Entities Supervised by the Superintendency of the Securities Market, approved by SMV Resolution No. 016-2015-SMV/01, in force at the date of the commission of the facts subject of the present PAS (Rules on Preparation and Presentation of EEFF), which established that issuers, among others, were obliged to prepare audited annual individual or separate financial statements, annual reports, interim individual financial statements and management reports, and must present said financial information on the day it was approved by the corresponding body, and in no case beyond the day on which this occurred, the deadline for its approval and respective presentation being: i) 30 April, 31 July, 31 October and 15 February of each year in the case of interim individual financial statements and management reports respectively and ii) 31 March of each year for the audited annual individual financial statements and the annual report;

16. It should be noted that to date, the Rules on Preparation and Presentation of EEFF, which were in force at the time of the commission of the facts, have been repealed by article 3 of SMV Resolution No. 013-2023-SMV/01, which approved the “Rules on Preparation, Presentation and Dissemination of Financial Statements, Annual Report and Management Report applicable to entities supervised by the Superintendency of the Securities Market” whose articles 137 and 158 maintain the obligation of issuers with securities registered in the Public Registry of the Securities Market - RPMV to present their financial information within the deadlines indicated in the previous paragraph; reason why the new regulatory framework does not affect the present PAS;

Designation of audit firm

17. That, on the other hand, regarding the obligation to designate the external audit firm (SOA), article 13 of the TUO of the LMV states that the

[7] “Article 13.- Approval and deadline for presentation of annual individual or separate financial statements (…) 13.4 31 March of each year is the expiration date of the deadline for the presentation and dissemination of annual individual or separate financial statements with their corresponding audit report.

[8] “Article 15.- Approval and deadline for submission of individual or separate interim financial statements (…) 15.3. April 30, July 31 and October 31 of each year and February 15 of the following year are the due dates for the submission of the individual or separate interim financial statements for the first, second, third and fourth quarter, respectively”.

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legal entities registered in the RPMV and the issuer with securities registered therein, are obligated to submit the information that said law and other general provisions establish;

18. That, the Issuer was charged with non-compliance with the provisions of article 38 of the Financial Information Regulation, approved by CONASEV Resolution No. 103-99-EF/94.10, in force at the time of the facts, (hereinafter, the Financial Information Regulation) which establishes: “Companies obligated to submit audited financial information must communicate, as a material fact, the appointment of their independent auditors no later than June 30 of each year. (…)” (Underline added);

Failure to comply with SMV requirement

19. That, in this regard, the second paragraph of article 13 of the TUO of the LMV states: “(…) Legal entities registered in the Registry and the issuer of registered securities are obligated to submit the information that this law and other general provisions establish, being responsible for the veracity of said information”;

20. Additionally, subsection 27.3 of article 27 of the Regulation on Material Facts establishes that: “The Issuer must provide the information or documentation required by the SMV in its supervision or inspection actions in order to evaluate compliance with the obligations established in this Regulation” (Underline added);

Failure to comply with SMV requirements in exercise of the faculty of subsection 27.1, numeral 27 of the Regulation on Material Facts

21. That, specifically, in relation to the requirement through which the SMV warns the Issuer for the purpose of complying with communicating information that has the quality of a material fact, subsection 27.1 of article 27 of the Regulation on Material Facts establishes: “The body of the SMV that exercises supervision of material facts may require the Issuer to disseminate, on an eventual or periodic basis, through the means provided for material facts, that information which, in its judgment, has the capacity to exert the significant influence referred to in articles 3 and 4 of this Regulation, in order to ensure the transparency of the securities market. In the event of the Issuer's refusal, said body shall disseminate the respective information. (…)”. (Underline added);

4.2 Evaluation of the case

22. That, in administrative file No. 2023049772, which contains the documentation of this PAS, it is observed that through Memorandum No. 2082-2021-SMV/11.1 of July 9, 2021 (File No. 2021024032), Report No. 1230-2021-SMV/11.1 of November 12, 2021 (File No. 2021035914), Memorandum No. 3217-2022-SMV/11.1 of July 20, 2022 (File No. 2022029904), Memorandum No. 302-2023-SMV/11.1 of January 17, 2023 (File No. 2023002562), Memorandum No. 512-2023-SMV/11.1 of January 26, 2023 (File No. 2022036680), Memorandum No. 1938-2023-SMV/11.1 of May 23, 2023 (File No. 2023021466), Memorandum No. 3050-2023-SMV/11.1 of July 24, 2023 (File No. 2023031735) and Memorandum No. 4431-2023-SMV/11.1 of October 19, 2023 (File No. 2023043902), the IGSC —body of the Superintendency of the Securities Market – SMV

which has among its functions and faculties, the supervision of compliance with the rules applicable to issuers with securities registered in the RPMV, evaluating the indications of possible infractions, and submits, for its consideration, the respective reports of indications of infraction, to the IGCC—, submitted to the IGCC, the result of its evaluation, and specifically what refers to the present case;

23. That, it must be kept in mind that the procedures and legal forms with which the IGSC conducts its inspection and/or supervision activity and upon concluding it with a report of indications of infraction, determine that its pronouncement or opinion on a specific supervision topic —which may even contain a decision, such as, for example, the adoption of corrective measures—, is an opinion on the merits of the matter; it being necessary to specify that said opinion and the report of indications of infraction of the IGSC, is not binding for the IGCC, as established in the second paragraph of article 9 of the Sanctions Regulation910;

24. That, in this way, in the evaluation of the facts related to the present PAS, two (2) other administrative bodies of the Superintendency of the Securities Market – SMV, functionally independent from each other and from this Office, have intervened and participated prior to the issuance of this Resolution; first the IGSC, which in due course reported the indications of infringement, and then the IGCC, which, as a result of its evaluation, issued the Statement 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 aforementioned charges, it being necessary to state that, by its nature, as previously indicated, it will be a first-instance administrative decision;

25. That, beforehand, it must be noted that as of the date of issuance of the Report by the IGCC, the Issuer has not submitted the defenses corresponding to the charges formulated, despite having been validly notified on 6 December 2023, via the MVNet System, in accordance with article 2611 of the

[9] Article 245 of the TUO of the LPAG states as forms or modes in which the inspection activity could be concluded the following: 1) Record of conformity of the activity carried out by the administered party; 2) Recommendation of improvements or corrections to the activity carried out by the administered party; 3) The warning of the existence of non-compliances not susceptible of warranting the determination of administrative responsibilities; 4) The recommendation to initiate a procedure in order to determine the corresponding administrative responsibilities; 5) The adoption of corrective measures and 6) Other forms as established by special laws.

[10] "Article 9.- PRELIMINARY INQUIRIES AS A CONSEQUENCE OF SUPERVISORY ACTIONS (...) When said bodies conclude that there are sufficient indications of possible administrative infractions, they refer the corresponding reports to the General Compliance Intendencies, which determine whether or not to initiate an administrative sanctioning procedure. If applicable, the General Compliance Intendencies 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 Financial Participatory Financing Activity and its Managing Companies, the preliminary inquiries are carried out by the General Intendency of Research and Innovation, a dependency that, if there are sufficient indications of possible administrative infractions, will determine whether or not to initiate an administrative sanctioning procedure. (...)".

[11] "Article 26.- Moment and effectiveness of Notifications Notifications to obligated entities produce legal effects when they are deposited in the electronic domicile of the obligated entity. The term for the exercise of actions by the administered party is counted from the business day following the deposit made in the electronic domicile. The means to prove the receipt of the information by the obligated entities

MVNet Regulation, in force at the date of issuance of the Statement of Charges;

26. That, additionally, it must be taken into account that by virtue of the provisions of the Third Final Complementary Provision of the MVNet Regulation, it is the responsibility of every Issuer to periodically consult its digital domicile in order to become aware of the notified administrative acts.

27. That, in this sense, from the review of the SMV Institutional Page on the Single Digital Platform of the Peruvian State for Citizen Orientation (hereinafter SMV Institutional Page)12 regarding the publication and/or remission of the information associated with the facts subject to charges, the following can be stated as of the date:

Facts of importance

(i) The Issuer did not communicate as a fact of importance the agreements adopted at the General Shareholders' Meeting held on 20 July 2020, which should have been communicated that same day.

Therefore, having verified that the Issuer omitted the communication of the aforementioned fact of importance, the conclusion of the instructing body of the present PAS is upheld regarding the fact that the conduct constituting an infraction by the Issuer, contained in the Report, has been accredited.

Appointment of audit firm

(ii) The Issuer did not comply with appointing its audit firm for fiscal year 2022, which should have been appointed no later than 30 June 2022.

(iii) The Issuer did not comply with appointing its audit firm for fiscal year 2023, which should have been appointed no later than 03 July 2023.

In this regard, as stated in the regulatory framework, article 38 of the Financial Information Regulation, in force at the time the facts occurred, establishes that: "Companies obligated to submit audited financial information must communicate, as a fact of importance, the appointment of their independent auditors no later than 30 June of each year. (...)";

However, it must be taken into account that during the processing of this administrative sanctioning procedure, the Fifth Complementary Amending Provision of SMV Resolution No. 013-2023-SMV/01, which approved the Rules on Preparation, Presentation and Dissemination of Financial Statements, Annual Report and Management Report applicable to entities supervised by the Superintendency of the Securities Market, amended the first paragraph of article 38 of the Financial Information Regulation, which was drafted in accordance with the following text:

“Article 38.- Obligations related to external audit Companies obliged to present audited financial information must communicate, as a material fact, the appointment of their independent auditors. (…)”

According to the foregoing, as of the effective date of SMV Resolution No. 013-2023-SMV/01 (that is, from 11 December 2023), the deadline for Issuers to communicate the appointment of their independent auditors has been eliminated. In that sense, and by virtue of the Principle of Favorable Retroactivity,

[12] it will be given by the respective records contained in the MVNET log, which will be available to the obligated entities when they require it". 12 www.gob.pe/smv

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established in numeral 5 of article 248 of the TUO of the LPAG, which states that: “the sanctioning provisions in force at the time the administered party incurs the conduct to be sanctioned are applicable, unless subsequent ones are more favorable to it”, the new wording of the first paragraph of article 38 of the Financial Information Regulation is more favorable to the Issuer;

Consequently, given that as of the date there is no deadline determined by the regulations for issuers to comply with the obligation to appoint their independent auditors, in application of the Principle of Benign Retroactivity, it is appropriate to lift the charges imputed related to the breaches in the appointment of their audit firm for the 2022 and 2023 fiscal years, therefore, it is appropriate to declare the non-existence of these infractions and order their archiving, in application of literal e) of article 1713 of the Sanctions Regulation, in accordance with numeral 6) of article 255 of the TUO of the LPAG14;

Failure to comply with SMV requirement

(iv) It did not comply with the information requirements made by the SMV, through Official Letter No. 4093-2020-SMV/11.1 of 13 November 2020, through which it was required that within a period of three (3) business days of notification of said official letter, it comply with addressing the requirements made in Official Letter No. 1042-2020-SMV/11.1 of 25 February 2020, regarding the non-presentation of interim and annual audited financial information of previous fiscal years and the sale of the land, among others (File No. 2020005054).

(v) It did not comply with the information requirements made by the SMV, through Official Letter No. 3796-2021-SMV/11.1 of 22 September 2021, through which it was requested to report, through material facts, among others, on the agreements adopted at the General Shareholders' Meeting of the Issuer of 28 December 2018 and the reasons why the Issuer did not report, through material facts, at the appropriate time, on the call, agenda and agreements taken (File No. 2021035914).

(vi) It did not comply with the information requirements made by the SMV, through Official Letter No. 673-2023-SMV/11.1 of 14 February 2023, through which it was requested to update the information on the members of its Board of Directors, as well as provide the dates on which the cessations of Mr. José Carlos Del Valle Castro and Mr. Luis Antonio Aspillaga Banchero as directors occurred, among others (File No. 2023006565).

Thus, having verified that the Issuer did not comply with presenting the

[13] “Article 17.- SANCTIONING PHASE (…) e) The final resolution must rule on the commission of the infraction, the application of a sanction or the decision to archive the procedure. Likewise, it may impose precautionary, provisional or corrective measures. The Deputy Superintendent may order the execution of the guarantees granted by legal entities under the competence of the SMV”.

[14] “Article 255.- Sanctioning procedure Entities in the exercise of their sanctioning power adhere to the following provisions: (…) 5. Once the collection of evidence is completed, if applicable, the instructing authority of the procedure concludes by determining the existence of an infraction and, therefore, the imposition of a sanction; or the non-existence of infraction. The instructing authority formulates a final instruction report in which it determines, in a reasoned manner, the conducts considered proven constituting an infraction, the norm that provides for the imposition of sanction; and, the proposed sanction or the declaration of non-existence of infraction, as applicable. (…)”.

information detailed above, the conclusion of the instructing body of this PAS is accepted regarding the fact that the conducts constituting infractions have been accredited;

Failure to comply with SMV requirement

(vii) It did not comply with the information request made by the SMV, through Oficio Nº 3797-2021-SMV/11.1 of 22 September 2021, with which it was requested to proceed with the disclosure of said official letter and all its attachments as a material fact, under warning of the exercise of the attribution contemplated in article 27, subsection 27.1 of the Regulation of Material Facts.

As there was no response from the Issuer, the IGSC proceeded to make the publication of 19 October 2021 (File Nº 2021039337).

Thus, having verified that the Issuer did not comply with the disclosure of the referred information as a material fact, the conclusion of the instructing body of this PAS is accepted regarding the fact that the conduct constituting an infraction on the part of the Issuer has been accredited;

Financial Information

That, notwithstanding the foregoing paragraphs, in relation to the charges referring to financial information, the IGCC imputed as a charge the following:

"(…)

It would not have complied with submitting the following financial information:

2. The Individual Interim Financial Statements as of 31 March 2022, which should have been submitted no later than 03 May 202215; however, they have not been submitted to date.

3. The Management Report corresponding to the Individual Interim Financial Statements as of 31 March 2022, which should have been submitted no later than 03 May; however, it has not been submitted to date.

4. The Individual Interim Financial Statements as of 30 June 2022, which should have been submitted no later than 01 August 202216; however, they have not been submitted to date.

5. The Management Report corresponding to the Individual Interim Financial Statements as of 30 June 2022, which should have been submitted no later than 01 August 2022; however, it has not been submitted to date.

6. The Individual Interim Financial Statements as of 30 September 2022, which should have been submitted no later than 02 November 202217; however, they have not been submitted to date.

[15] The submission deadline for this financial information is until 30 April of each year; however, in 2022 this date was a Saturday and 2 May was declared a non-working day for the public sector through Supreme Decree No. 033-2022-PCM; consequently, the deadline was extended until the next working day; that is, Tuesday 03 May 2022.

[16] The submission deadline for this financial information is until 31 July of each year; however, in 2022 this date was a Sunday; consequently, the deadline was extended until the next working day; that is, Monday 1 August 2022.

[17] The submission deadline for this financial information is until 31 October of each year; however, in 2022 this date was declared a non-working day for the public sector through Supreme Decree No. 033-2022-PCM and 1 November was a national holiday; consequently, the deadline was extended until the next working day; that is, Wednesday 2 November 2022.

7. The Management Report corresponding to the Individual Interim Financial Statements as of 30 September 2022, which should have been submitted no later than 02 November 2022; however, it has not been submitted to date.

8. The Individual Interim Financial Statements as of 31 December 2022, which should have been submitted no later than 15 February 2023; however, they have not been submitted to date.

9. The Management Report corresponding to the Individual Interim Financial Statements as of 31 December 2022, which should have been submitted no later than 15 February 2023; however, it has not been submitted to date.

10. (…).

11. (…).

12. The Individual Interim Financial Statements as of 31 March 2023, which should have been submitted no later than 02 May 202318; however, they have not been submitted to date.

13. The Management Report corresponding to the Individual Interim Financial Statements as of 31 March 2023, which should have been submitted no later than 02 May 2023; however, it has not been submitted to date.

14. The Individual Interim Financial Statements as of 30 June 2023, which should have been submitted no later than 31 July 2023; however, they have not been submitted to date.

15. The Management Report corresponding to the Individual Interim Financial Statements as of 30 June 2023, which should have been submitted no later than 31 July 2023; however, it has not been submitted to date.

16. The Individual Interim Financial Statements as of 30 September 2023, which should have been submitted no later than 31 October 2023; however, they have not been submitted to date.

17. The Management Report corresponding to the Individual Interim Financial Statements as of 30 September 2023, which should have been submitted no later than 31 October 2023; however, it has not been submitted to date."

Likewise, the IGCC indicated in the Oficio de Cargos that "according to the aforementioned, with respect to the financial information described and the communication of material facts (charges from numeral 01 to 17), your represented party would have incurred seventeen (17) infractions that are typified in subsection 2.10 of numeral 2 of Annex I of the Regulation of Sanctions (…)"; from which it can be seen that the IGCC considered the charges cited in the previous paragraph as alleged infractions independent of each other.

In that regard, of the seventeen (17) charges indicated in the preceding paragraph, it is noted that the IGCC imputed fourteen (14) charges in a differentiated manner for the omission in the

[18] The deadline for submitting this financial information is until 30 April of each year; however, in 2022 this date was a Sunday and 1 May was a national holiday; consequently, the deadline was extended until the next business day; that is, Tuesday 2 May 2022.

Electronic document digitally signed within the framework of Law No. 27269, Law on Signatures and Digital Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

submission of Individual Interim Financial Statements and Management Report as of 31 March, 30 June, 30 September and 31 December 2022; and as of 31 March, 30 June and 30 September 2023.

In this regard, it should be taken into account that Article 2 of the Rules on the Preparation and Presentation of Financial Statements, in force at the time of the events, stated the following:

"Article 2.- Obligation to submit financial information and annual report. Issuing companies with securities registered in the RPMV, legal entities registered in the RPMV, collective fund management companies, and Investment Funds are obliged to submit to the SMV their annual individual or separate financial statements and interim individual or separate financial statements and annual report. Additionally, issuing companies with securities registered in the RPMV, legal entities registered in the RPMV whose special regulation requires it, and Investment Funds must prepare the Management Report referred to in Chapter VIII of the Financial Information Regulations, in accordance with the guidelines set out in the Third Section of the Manual for the preparation of financial information, and submit it together with the interim individual or separate financial statements" (underlining added).

Likewise, by way of reference, it should be noted that the same obligation remains included in Article 21 of the Rules on the Preparation, Presentation and Dissemination of Financial Statements and Annual Report and Management Report applicable to entities supervised by the SMV, approved by Superintendency Resolution No. 013-2023-SMV/01, which entered into force after the commission of the infractions under analysis, in which the following is established:

"Article 21.- Management Report 21.1. Issuers and legal entities registered in the RPMV, whose special regulation requires it, must prepare the Management Report, which must be submitted together with the interim individual or separate financial statements. 21.2. The Management Report must be prepared in accordance with the provisions of Chapter VIII of the Financial Information Regulations and the guidelines set out in the Third Section of the Manual for the preparation of financial information" (underlining added).

From the foregoing paragraphs it is clearly established that the interim individual financial statements as well as the Management Report are submitted to the SMV at the same time and jointly. Therefore, the need arises to answer the question whether, in the event of non-compliance with said obligation, there would be two differentiated alleged infractions, or whether, on the contrary, only one infraction that includes the timely submission of both pieces of information.

Thus, in order to evaluate the exercise of the sanctioning power in the event of non-compliance with this type of obligation, it is necessary to determine the legal nature of the Management Report, so as to be able to exercise the sanctioning power in a proportional and reasonable manner, in accordance with Article IV, numeral 1.419, and Article 248 numeral

[19] "Article IV. Principles of the administrative procedure 1. The administrative procedure is fundamentally based on the following principles, without prejudice to the validity of other general principles of Administrative Law: (...)

3 20 of the TUO of the LPAG.

In principle, account must be taken of the provisions of Chapter VIII of the "Financial Information Regulations and Manual for the Preparation of Financial Information" approved by CONASEV Resolution No. 103-99-EF-94.10 and its amendments (hereinafter, Financial Information Regulations), which establishes the following:

"Chapter VIII

Management Report

Article 35.- Preparation

The report submitted by management shows the financial evaluation and explains the main characteristics of the financial situation, the financial performance and the main uncertainties faced by the company. This Report comprises:

1. Statement of Responsibility; and,

2. Management's Analysis and Discussion.

For the preparation of this Report, the provisions of the Third Section of the Manual must be followed".

In this regard, the Third Section of the Manual for the Preparation of Financial Information approved by the aforementioned CONASEV Resolution No. 103-99-EF-94.10 and its amendments, states the following:

"10.000. Management Report (...) 10.002. Management's Analysis and Discussion. The analysis and discussion is based on the interim financial statements, describes and explains the main characteristics of the company's financial situation, its financial performance and the main risks and uncertainties it faces. It consists of an analytical commentary by management regarding the results of operations and the economic-financial situation of the company, the purpose of which is to facilitate the analysis and understanding of the important changes that have occurred corresponding to the last period and their variation with respect to the same period corresponding to the previous year and, where relevant, with respect to the close of the previous period (...)".

In that sense, it is noted that the Management Report, by showing the financial evaluation and explaining the main characteristics of the financial situation, the

[20] 1.4. Principle of reasonableness.- The decisions of the administrative authority, when they create obligations, classify infractions, impose sanctions, or establish restrictions on the administered, must adapt within the limits of the attributed power and maintaining due proportion between the means to be employed and the public purposes that must be protected, so that they respond to what is strictly necessary for the satisfaction of their mandate". 20 "Article 248.- Principles of the administrative sanctioning power The sanctioning power of all entities is additionally governed by the following special principles: (...) 3. Reasonableness.- The authorities must foresee that the commission of the sanctionable conduct does not prove more advantageous for the offender than complying with the infringed norms or assuming the sanction. However, the sanctions to be applied must be proportional to the non-compliance classified as an infraction (...)".

financial performance and the main uncertainties faced by the company, is necessarily conditioned on the preparation and presentation of the individual or consolidated interim financial statements, since the latter are essential information for the financial evaluation and, in general, the preparation of the Management Report, there being a relationship of dependency that must be taken into account when evaluating the exercise of the sanctioning power by this Superintendency.

Thus, in the task of delimiting the legal nature of the Management Report, it can be maintained that it implies an obligation on the part of the subjects indicated in the regulations (e.g. Issuers), whose preparation and presentation is directly conditioned on the preparation of the Interim Financial Statements, to the extent that it analyzes and explains certain information using the aforementioned financial statements. Therefore, naturally, given the omission in the preparation and presentation of financial statements, there will necessarily also be an omission in the preparation and presentation of the Management Report.

In that sense, considering the legal nature of the Management Report and its necessary link with the individual or separate interim financial statements, it is reasonable to maintain that they form part of a single obligation; so that the omission or late presentation of both documents should qualify as a single infraction.

This conclusion is closely related to the new "Regime of Gradualism of Sanctions for late presentation of financial information, annual report and material events" approved by SMV Resolution No. 007-2023-SMV/01 (hereinafter, New Gradualism Regime), which does not expressly establish a calculation of the sanction for the late presentation of the Management Report; unlike the repealed "Criteria Applicable to the Administrative Sanctioning Procedure for Non-Compliance with the Norms that Regulate the Remission of Periodic or Eventual Information", approved by SMV Resolution No. 006-2012-SMV/01 and its amendments, which did establish the calculation for the determination of its sanction within the title "periodic information other than the annual audited financial information". The non-incorporation of the aforementioned title in the New Gradualism Regime is founded and explained in Joint Report No. 799-2019-SMV/06/10/11 dated 15 July 2019, indicated in the Whereas part of the aforementioned SMV Resolution No. 007-2023-SMV/01, in which the following is textually expressed:

"(...) b) Likewise, the reference to "periodic information other than the annual audited financial information" contained in the current SANCTION CRITERIA is replaced by "individual or consolidated interim financial statements", in order to limit the information whose late presentation will be sanctioned. Likewise, this clarification is also made taking into consideration that the management report is presented at the same time and jointly with the quarterly financial statements and that therefore this is equivalent to imposing a double sanction for information presented at the same time" (underlined own).

Thus, it is noted through the aforementioned Joint Report No. 799-2019-SMV/06/10/11, that the New Gradualism Regime shows a clear institutional policy of sanctioning as a single infraction the non-compliance with the obligation to present the Interim Financial Statements and the Management Report in a timely manner, to the extent that both pieces of information are presented at the same time; since the opposite would imply a double sanction that escapes the limits of

proportionality and reasonableness. It should be noted that although the New Graduality Regime refers to infractions for late submission, the same logic holds for the omission in the submission of the aforementioned information, as is the present case.

What is indicated in the previous paragraphs should not be extended to other legal obligations equally linked to the preparation and submission of financial information, such as the Annual Report. In this case, although the Annual Report is submitted at the same time as the Audited Individual or Separate Annual Financial Statements, it is necessary to highlight that it does not share the same nature as the Management Report, since it covers other and greater aspects related to the company, such as the projects developed, the main events that occurred during the fiscal year, as well as the situation of the company and the results obtained, as indicated in article 222 of Law No. 2688721, General Corporations Law. In that sense, what is indicated in the previous paragraphs does not extend to the infractions of timeliness linked to the Annual Report.

According to the foregoing, the late submission of the Interim Financial Statements and the Management Report constitute breaches incurred in a single act, and therefore should be imputed and sanctioned as a single infraction typified in numeral 3.1 of Annex 1, respectively. It should be noted that the same logic underlying the analysis carried out above also applies to those cases in which the charge imputed refers to the non-submission of the Individual Interim Financial Statements and Management Report.

Without prejudice to the foregoing, it should be established that in the opinion of this Deputy Superintendency, there could be cases in which the obligation to timely submit the interim financial statements and the management report is fulfilled partially, in which case the imputation of charges and the eventual sanction should be adapted to those specific cases. An example would be the case of an Issuer that submits to the SMV jointly the Interim Financial Statements and the Management Report, but in the following days becomes aware that the Management Report contains errors in its content, which it regularizes late. In those cases, we are facing partial fulfillments of the obligation, since the Interim Financial Statements were submitted in a timely manner but the Management Report was submitted or regularized late. That is why, and it must be understood thus22, in accordance with article 86, numeral 8 of the TUO of the LPAG23, the current Sanctions Regulation still maintains the mention of the omission and

[21] “Article 222.- The report In the report the board of directors accounts to the general meeting of the progress and state of the business, the projects developed and the main events that occurred during the fiscal year, as well as the situation of the company and the results obtained. The report must contain at least: 1. The indication of the important investments made during the fiscal year; 2. The existence of significant contingencies; 3. The events of importance that occurred after the close of the fiscal year; 4. Any other relevant information that the general meeting should know; and, 5. The other reports and requirements indicated by law”.

[22] On the systematic interpretation of Law, one may consult Guastini, R (2014). Interpreting and Arguing. Center for Political and Constitutional Studies. Madrid, pp. 289-294.

[23] “Article 86.- Duties of the authorities in the procedures It is the duty of the authorities with respect to the administrative procedure and its participants, the following: (…) 8. Interpret the administrative norms in the way that best serves the public purpose to which they are directed, reasonably preserving the rights of the administered”.

late submission of the Management Report in the infraction types of Annex 1, numerals 2.10 and 3.1, respectively.

In that sense, in the specific case, the breaches referred to the omission in the submission of the Individual Interim Financial Statements and Management Report as of 31 March, 30 June, 30 September and 31 December 2022; and as of 31 March, 30 June and 30 September 2023, although fourteen (14) infractions were imputed, according to the charges formulated by the IGCC in accordance with the norms in force at the time of the commission of the infractions, it should be noted that upon the approval of the New Sanction Criteria, it would correspond that only seven (7) infractions be sanctioned.

That said, and having verified on the SMV Institutional Page that as of the date of this Resolution the Issuer omitted the submission of the financial information indicated in the previous paragraph, seven (7) conducts constituting infractions have been accredited, as follows:.

(i) the Individual Interim Financial Statements as of 31 March 2022 and their respective Management Report,

(ii) the Individual Interim Financial Statements as of 30 June 2022 and their respective Management Report,

(iii) the Individual Interim Financial Statements as of 30 September 2022 and their respective Management Report,

(iv) the Individual Interim Financial Statements as of 31 December 2022 and their respective Management Report,

(v) the Individual Interim Financial Statements as of 31 March 2023 and their respective Management Report,

(vi) the Individual Interim Financial Statements as of 30 June 2023 and their respective Management Report; and,

(vii) the Individual Interim Financial Statements as of 30 September 2023 and their respective Management Report.

28. That, in accordance with all of the foregoing, it is appropriate to note that the Issuer has incurred fourteen (14) conducts constituting infractions (by not having presented and communicated: i) the material fact regarding the agreements adopted at the General Shareholders' Meeting held on 20 July 2020, ii) the Individual Interim Financial Statements as of 31 March 2022 and their respective Management Report, iii) the Individual Interim Financial Statements as of 30 June 2022 and their respective Management Report, iv) the Individual Interim Financial Statements as of 30 September 2022 and their respective Management Report, v) the Individual Interim Financial Statements as of 31 December 2022 and their respective Management Report, vi) the Individual Annual Audited Financial Statements as of 31 December 2022, vii) the Annual Report corresponding to fiscal year 2022, viii) the Individual Interim Financial Statements as of 31 March 2023 and their respective Management Report, ix) the Individual Interim Financial Statements as of 30 June 2023 and their respective Management Report, x) the Individual Interim Financial Statements as of 30 September 2023 and their respective Management Report, xi) not having responded within the established deadline to the request made by SMV through Official Letter No. 4093-2020-SMV/11.1, xii) not having responded within the established deadline to the request made by SMV through Official Letter No. 3796-2021-SMV/11.1, xiii) not having responded within the established deadline to the request made by SMV through Official Letter No. 4093-2020-SMV/11.1673-

2023-SMV/11.1 ; and xiv) not complying with the request made by the SMV in the exercise of its functions through Official Letter No. 3797-2021-SMV/11.1; Likewise, in accordance with the foregoing paragraphs, the archiving of Charges 18 and 19 has been ordered.

29. On the other hand, in relation to the fine proposal made by the instructing body regarding the non-presentation of the management reports indicated in Charges 3, 5, 7, 9, 13, 15 and 17 and in view of the foregoing in this resolution, the referred sanction proposal becomes inapplicable, therefore, it would not be appropriate to determine a fine for said charges. That, it should be noted that the Issuer has been permanently failing to comply with various obligations in the securities market to which it is bound as long as it maintains its securities registered in the RPMV, since it is appropriate to note that in File No. 2022024749 through Official Letter No. 3072-2022-SMV/11.2 of 6 July 2022, a final administrative sanctioning procedure was initiated against the Issuer. From the review in the SMV's Internal Control Systems, it has been verified that through Deputy Superintendent Resolution SMV No. 024-2023-SMV/11 of 8 March 2023, a sanction of a total fine of 300 UIT was imposed for having incurred ten (10) infractions of a serious nature typified in subsection 2.10 of numeral 2 of Annex I of the Sanctions Regulation;

30. That, additionally, from the review of the Single Taxpayer Registry Consultation System, it has been verified that its taxpayer status has been ex officio deregistered since 5 July 2022, as detailed in the Report;

31. That, from the foregoing, although it could be inferred that the Issuer would no longer carry out its corporate purpose, in accordance with the provisions of current regulations, by maintaining its securities registered in the RPMV, it is obliged to observe and comply strictly with the communication and disclosure regime of information24, regarding the timely presentation of periodic and occasional information;

32. That, on the other hand, it is noted that the Issuer would have the possibility of complying with the obligations established in the securities market regulations, because it has been identified, according to the information contained in the SMV's Institutional Page, that the Issuer has a shareholding concentrated in three (3) shareholders with more than 5%;

33. That, in addition to this, from the review of the BVL portal it has been verified that the Issuer's shares during the period from 20 July 2020 to 31 October 2023 have had a total of eleven (11) negotiations on the stock exchange, all without having financial and occasional information;

34. That, likewise, in accordance with the foregoing, a continuous lack of diligence has been identified in the Issuer in complying with the obligations established in the securities market regulations, since it has not reviewed the notifications of official letters in the MVNet System since fiscal year 2017. In accordance with the foregoing, the non-submission of periodic and occasional information to the SMV has generated administrative procedures

[24] Regulation of Material Facts, approved by SMV Resolution No. 005-2014-SMV/01: "Article 1.- Purpose Establish the regime of communication and disclosure of material facts and reserved information that obligated persons must observe in accordance with the Securities Market Law and its regulatory norms, in order to protect investors and promote efficient and transparent markets."

sanctioning measures indicated in the Report;

35. That, in accordance with all the foregoing, having verified that the Issuer has incurred in fourteen (14) conducts constituting an infraction, by not having presented the material fact and the financial information subject to charges, and not having complied with a requirement made by the SMV; the sanction that would be applicable shall be determined, for which purpose the principle of reasonableness and the sanction criteria contained in article 344 of the TUO of the LMV, in article 25 of the Sanctions Regulation and the provisions of numeral 3 of article 248 of the TUO of the LPAG shall be taken into consideration, which will be developed in the following section;

V. DETERMINATION OF THE SANCTION

36. That, the non-compliances regarding the presentation of the material fact and financial information (charges of numerals 1, 2, 4, 6, 8, 10, 11, 12, 14 and 16) are typified in subsection 2.10 of numeral 2 of Annex I of the Sanctions Regulation, which establishes that it constitutes a serious infraction: “Not communicating material facts or not presenting audited individual or consolidated financial information, individual or consolidated interim financial statements, management report or special audit report and annual reports”;

37. That, the non-compliances of the presentation within the indicated term, of the documentation or information required by the SMV (charges of numerals 20 to 22), are typified in subsection 3.6 of numeral 3 of Annex I of the Sanctions Regulation, which states that it constitutes a minor infraction: “Presenting outside the established term, or not presenting, the documentation or information, other than that indicated in the preceding numeral 3.1 to which they are obligated by the regulations or by requirement of the SMV or not sending it in accordance with the technical specifications, when applicable, or sending it incompletely”. (Underline added);

38. That, likewise, the non-compliance with the requirement made by the SMV (charge of numeral 23), is typified in subsection 2.33 of numeral 2 of Annex I of the Sanctions Regulation which establishes that it constitutes a serious infraction: “Not fulfilling its functions or any of the other provisions contemplated in the regulations or what is provided or required by the SMV in the exercise of its functions, specifically to the Participants. (…)”. (Underline added);

39. That, in relation to the sanctions, in accordance with articles 34 and 35 of the Sanctions Regulation, serious infractions are punishable with a fine of no less than twenty-five (25) UIT and up to fifty (50) UIT; while minor infractions are punishable with a warning or a fine of no less than one (1) UIT and up to twenty-five (25) UIT;

40. That, having determined the commission of the imputed infractions; it corresponds to determine the sanction considering the provisions of article 25 of the Sanctions Regulation, in accordance with the provisions of numeral 3) of article 248 of the TUO of the LPAG and article 344 of the TUO LMV. In this sense, we proceed to analyze: (i) the sanction antecedents of the Issuer; (ii) the recidivism, for the commission of the same infraction within the term of one (1) year from when the resolution that sanctioned the first infraction became final; (iii) the circumstances of the commission of the infraction; (iv) the economic damage caused and its repercussion in the market; (v) the illicit benefit resulting from the commission of the infraction; (vi) the probability of detection of the infraction; (vii) the severity of the damage to the public interest

and/or legally protected interest; and, (viii) the existence or not of intentionality in the conduct of the infractor (hereinafter, Sanction Criteria);

SANCTION CRITERIA

41. That, in relation to the severity of the damage to the public interest and/or legally protected interest, it must be indicated that the presentation of material facts and financial information in the RPMV and complying with the requirements made by the SMV constitute fundamental obligations in the transparency of the securities market, since with this it seeks to guarantee that market participants make their investment decisions of such or which security adequately informed. Likewise, the lack of attention to the requirements made by the SMV affects the supervision work of the SMV. Consequently, a severity of the damage to the public interest is evidenced before the non-compliance of the obligation to inform the market within the deadlines by the issuers, since it greatly affects the transparency of the market, which is considered a legally protected interest;

42. That, regarding the sanction antecedents, it is established that the antecedents of the infractor are the sanctions that have been imposed by the SMV and that obtained firmness within the four (4) years prior to the moment of the commission of the infraction to be sanctioned. In application of said criterion, it has been verified that the Issuer has sanction antecedents as detailed in the Report;

43. That, in relation to recidivism for the commission of the same infraction, literal b) of article 25 of the Sanctions Regulation establishes that the firm sanction imposed by the Superintendence of the Securities Market – SMV within the term of one (01) year prior to the commission of the infraction to be sanctioned is taken into account;

44. That, on the particular, the Report describes the recidivist infractions that have been identified by this SASCM from the verification carried out in the Sanctions System of the Superintendence of the Securities Market – SMV:

Presentation of material facts and financial information

(i) By Deputy Superintendency Resolution SMV No. 039-2020-SMV/11 of 6 March 2020, with a fine of 150 UIT, for having incurred six (06) serious infractions classified in subsection 2.10 numeral 2 of Annex I of the Sanctions Regulation.

(ii) By Deputy Superintendency Resolution SMV No. 073-2022-SMV/11 of 05 August 2022, with a fine of 420 UIT, for having incurred fourteen (14) serious infractions classified in subsection 2.10 numeral 2 of Annex I of the Sanctions Regulation.

(iii) By Deputy Superintendency Resolution SMV No. 024-2023-SMV/11 of 8 March 2023, with a fine of 300 UIT, for having incurred ten (10) serious infractions classified in subsection 2.10 numeral 2 of Annex I of the Sanctions Regulation.

SMV Requirement (Charges 20 to 22)

In relation to the aforementioned breaches, it is observed that the Issuer has no recidivism.

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SMV Requirement in exercise of the power of subsection 27.1, numeral 27 of the Regulation on Material Facts (Charge 23)

In relation to the aforementioned breaches, it is observed that the Issuer has no recidivism.

45. That, in relation to the circumstances of the infraction, it should be noted that it has been verified that the Issuer, as of the date of this report, has not submitted the financial information that is the subject of the Charge Letter; as well as that it has not complied with submitting the information required by the SMV and failed to disclose Office No. 3797-2021-SMV/11.1 as a material fact, despite being duly notified for such purpose. Likewise, a lack of diligence on the part of the Issuer has been evidenced, since it is observed that it does not timely review the notifications made through the MVNet System.

46. That, likewise, with respect to its registered securities, the last trading of the Issuer's shares PIURAC1, on the stock exchange, took place on 23 May 2022 and during the period from 20 July 2020 to 31 October 2023 a total of eleven (11) trades were made on the stock exchange: eight (08) with its common shares PIURAC1 and three (3) with its investment shares PIURAI1;

47. That, with respect to the economic harm caused and its impact on the market, it should be noted that in the present case it is not observed that the Issuer has incurred the aggravating factors related to the accreditation of quantifiable harm, in the commission of the infractions that, if present, would have warranted a higher sanction proposal for the Issuer;

48. That, as regards the illicit benefit resulting from the commission of the infraction, it can be stated that there are not sufficient elements to indicate that the Issuer obtained an illegal benefit as a consequence of the commission of the infractions under evaluation;

49. That, on the other hand, with respect to the probability of detection of the infraction, it should be noted that the failure to timely submit periodic or occasional information is verified through internal control systems, so it is considered that for this type of breach, the probability of detection is high, as are the infractions related to non-compliance with information requirements or disclosure made by the SMV;

50. That, with respect to the existence or not of intentionality in the conduct of the offender, it should be taken into account that there are reasonable indications that demonstrate that the Issuer is aware of its breaches, so much so that it filed an appeal against Deputy Superintendency Resolution SMV No. 073-2022-SMV/1125, therefore, it can be assumed that it is intentionally failing to comply with its obligations to the market, which must be taken into account for the purposes of the graduation of the sanction proposed;

51. That, considering that the Issuer committed three (3) infractions classified as minor, for not submitting within the indicated period, the documentation or information required by the SMV, and eleven (11) infractions classified as serious, for not submitting the financial information and material facts, as

[25] Deputy Superintendency Resolution SMV No. 073-2022-SMV/11 of 5 August 2022, which sanctioned the Issuer with a fine of 420 UIT, for having incurred fourteen (14) serious infractions classified in subsection 2.10 numeral 2 of Annex I of the Sanctions Regulation.

as well as for not complying with the requirement made by the SMV; the actual concurrence of infractions is applicable, in accordance with the terms of the second paragraph of article 29 of the Sanctions Regulation, according to which it occurs “(…), when several conducts qualify as more than one infraction, the sanction corresponding to the most serious infraction is imposed”. Consequently, it is appropriate to subsume the sanction of the minor infractions into the sanctions of the serious infractions;

52. That, consequently, in accordance with the analysis of the sanction criteria set forth in the report, considering that it is not observed that the Issuer has generated an economic harm, has not obtained an illegal benefit and there was no intent in the commission of the infraction, as well as that it has a record of sanctions for various types of non-compliance and in view of the fact that since 2017 it has not presented financial information to the securities market, this Deputy Superintendency accepts the General Intendency proposal which recommends applying the sanction of a fine of 30 UIT for each infraction of a serious nature;

53. That, in that sense, in accordance with the Sanction Criteria and the evaluation carried out by this Deputy Superintendency, it is appropriate to impose on the Issuer as a sanction a total fine of 330 UIT26 equivalent to S/1’566,000.00 (One Million Five Hundred Sixty-Six Thousand and 00/100 Soles) for the non-compliances incurred, as detailed below:

(i) Sanction Industria Textil Piura S.A. with a fine of 30.00 UIT equivalent to S/ 129,000.00 (One Hundred Twenty-Nine Thousand and 00/100 Soles) for the non-communication of the material fact regarding the agreements adopted at the General Shareholders' Meeting held on 20 July 2020.

(ii) Sanction Industria Textil Piura S.A. with a fine of 30.00 UIT equivalent to S/ 138,000.00 (One Hundred Thirty-Eight Thousand and 00/100 Soles) for the non-presentation of the Individual Interim Financial Statements as of 31 March 2022 and its respective Management Report.

(iii) Sanction Industria Textil Piura S.A. with a fine of 30.00 UIT equivalent to S/ 138,000.00 (One Hundred Thirty-Eight Thousand and 00/100 Soles) for the non-presentation of the Individual Interim Financial Statements as of 30 June 2022 and its respective Management Report.

(iv) Sanction Industria Textil Piura S.A. with a fine of a fine of 30.00 UIT equivalent to S/ 138,000.00 (One Hundred Thirty-Eight Thousand and 00/100 Soles) for the non-presentation of the Individual Interim Financial Statements as of 30 September 2022 and its respective Management Report.

(v) Sanction Industria Textil Piura S.A. with a fine of 30.00 UIT equivalent to S/ 148,500.00 (One Hundred Forty-Eight Thousand Five Hundred and 00/100 Soles) for the non-presentation of the Individual Interim Financial Statements as of 31 December 2022 and its respective Management Report.

(vi) Sanction Industria Textil Piura S.A. with a fine of 30.00 UIT equivalent to S/ 148,500.00 (One Hundred Forty-Eight Thousand Five Hundred and 00/100 Soles) for the non-presentation of the Individual Annual Audited Financial Statements as of 31 December 2022.

[26] Value of the UIT (2020): S/ 4,300 (Supreme Decree No. 380-2019-EF). Value of the UIT (2021): S/ 4,400 (Supreme Decree No. 392-2020-EF). Value of the UIT (2022): S/ 4,600 (Supreme Decree No. 398-2021-EF). Value of the UIT (2023): S/ 4,950 (Supreme Decree No. 309-2022-EF).

(vii) Sanction Industria Textil Piura S.A. with a fine of 30.00 UIT equivalent to S/ 148,500.00 (One Hundred Forty-Eight Thousand Five Hundred and 00/100 Soles) for the non-presentation of the Annual Report corresponding to fiscal year 2022.

(viii) Sanction Industria Textil Piura S.A. with a fine of 30.00 UIT equivalent to S/ 148,500.00 (One Hundred Forty-Eight Thousand Five Hundred and 00/100 Soles) for the non-presentation of the Individual Interim Financial Statements as of 31 March 2023 and its respective Management Report.

(ix) Sanction Industria Textil Piura S.A. with a fine of 30.00 UIT equivalent to S/ 148,500.00 (One Hundred Forty-Eight Thousand Five Hundred and 00/100 Soles) for the non-presentation of the Individual Interim Financial Statements as of 30 June 2023 and its respective Management Report.

(x) Sanction Industria Textil Piura S.A. with a fine of 30.00 UIT equivalent to S/ 148,500.00 (One Hundred Forty-Eight Thousand Five Hundred and 00/100 Soles) for the non-presentation of the Individual Interim Financial Statements as of 30 September 2023 and its respective Management Report.

(xi) Sanction Industria Textil Piura S.A. with a fine of 30.00 UIT equivalent to S/ 132,000.00 (One Hundred Thirty-Two Thousand and 00/100 Soles) for failing to comply with the information request made by the SMV, through Official Letter No. 3797-2021-SMV/11.1 of 22 September 2021.

54. That the interest of the public, in general, must not continue to be affected by the lack of transparency of information, and the principle of opportunity and the primacy of reality must be considered in addition. In that line, it is necessary to reiterate that the transparency of the securities market is a supra-individual legal good or diffuse interest, insofar as it safeguards the interests of investors and potential investors; that is, it is of a sectoral nature, as is the case of the securities market, where investors and potential investors, individually or collectively, may be affected when the rules for the presentation of information that must be disclosed to the market in favor of investors are transgressed, so that they make investment decisions duly informed about the issuer and its securities traded in the centralized trading mechanisms;

55. That it is necessary to reiterate and highlight that according to the provisions of article 1 of both the LOSMV and the TUO LMV, it is the purpose and duty of the SMV to ensure the adequate protection of investors and the dissemination of all information necessary for such purpose, as well as the transparency of the securities market;

56. That, finally, on the merits of what is set forth in this Resolution, it is appropriate to exhort the Issuer and its governing bodies to execute, and if applicable, demonstrate or evidence everything necessary, so that good corporate governance practices, especially those related to regulatory compliance and transparency of the information disseminated, are fully implemented, rigorously, and operate in such a way that they prevent the Issuer from incurring regulatory non-compliances and from having its reputation, confidence in it, and the generation of value for its investors, especially minority investors, and its various stakeholders, harmed;

In accordance with the provisions of numerals 12, 13 and 36 of article 43 of the Regulations on Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree No. 216-2011-EF;

RESOLVES:

Article 1.- Declare that Industria Textil Piura S.A. has incurred ten (10) infractions of a serious nature typified in subsection 2.10 of numeral 2 of Annex I of the Sanctions Regulations, approved by SMV Resolution No. 035-2018-SMV/01, for not having submitted: i) the material fact regarding the agreements adopted at the General Shareholders' Meeting held on 20 July 2020, ii) the Individual Interim Financial Statements as of 31 March 2022 and their respective Management Report, iii) the Individual Interim Financial Statements as of 30 June 2022 and their respective Management Report, iv) the Individual Interim Financial Statements as of 30 September 2022 and their respective Management Report, v) the Individual Interim Financial Statements as of 31 December 2022 and their respective Management Report, vi) the Individual Annual Audited Financial Statements as of 31 December 2022, vii) the Annual Report corresponding to fiscal year 2022, viii) the Individual Interim Financial Statements as of 31 March 2023 and their respective Management Report, ix) the Individual Interim Financial Statements as of 30 June 2023 and their respective Management Report; and, x) the Individual Interim Financial Statements as of 30 September 2023 and their respective Management Report.

Article 2.- Sanction Industria Textil Piura S.A. with a total fine of 300 UIT equivalent to S/ 1’434,000.00 (One Million Four Hundred Thirty-Four Thousand and 00/100 Soles), for the provisions of article 1 of this Resolution.

Article 3.- Declare that Industria Textil Piura S.A. has incurred three (3) infractions of a minor nature typified in subsection 3.6 of numeral 3 of Annex I of the Sanctions Regulations, approved by SMV Resolution No. 035-2018-SMV/01, for not having responded within the established deadline to the requirements made by SMV through Official Letters Nos. 4093-2020-SMV/11.1, 3796-2021-SMV/11.1, 673-2023-SMV/11.1, whose sanctions in accordance with article 29 of the Sanctions Regulations approved by SMV Resolution No. 035-2018-SMV/01 are incorporated into the serious sanctions, upon applying the concurrence of infractions.

Article 4.- Declare that Industria Textil Piura S.A. has incurred one (1) infraction of a serious nature typified in subsection 2.33 of numeral 2 of Annex I of the Sanctions Regulations, approved by SMV Resolution No. 035-2018-SMV/01, for not complying with the requirement made by the SMV in the exercise of its functions through Official Letter No. 3797-2021-SMV/11.1.

Article 5.- Sanction Industria Textil Piura S.A. with a fine of 30 UIT equivalent to S/. 132,000.00 (One Hundred Thirty-Two Thousand and 00/100 Soles), for the provisions of article 4 of this Resolution.

Article 6.- Declare the non-existence of infraction with respect to the appointment of the audit firm for fiscal years 2022 and 2023, in accordance with what is indicated in this Resolution.

Article 7.- Archive this administrative sanctioning procedure initiated against Industria Textil Piura S.A. in the aspect related to the non-compliances mentioned in the preceding article, in accordance with numeral 6 of article 255 of the Single Ordered Text of the General Administrative Procedure Law – Law No. 27444, approved by Supreme Decree No. 004-2019-JUS.

Article 8.- This Resolution does not exhaust the administrative route, and it may be challenged before this Deputy Superintendency of Market Conduct Supervision by filing a reconsideration or appeal, an administrative remedy recognized in article 218 of the Single Ordered Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS, within a period of fifteen (15) business days counted from the day following its notification, as it is a double-instance administrative procedure. If this Resolution is not challenged, the corresponding sanction reduction regime may be applied.

Article 9.- In the event that this Resolution is not subject to challenge, it must be published on the "SMV Institutional Page on the Single Digital Platform of the Peruvian State for Citizen Guidance (www.gob.pe/smv)", in compliance with the provisions of numeral 1 of article 7 of the "Policy on the dissemination of regulatory projects, general legal norms, early agenda and other administrative acts of the SMV", approved by SMV Resolution No. 014-2014-SMV/01, and by the provisions of the last paragraph of article 14 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01.

Article 10.- Transcribe this Resolution to Industria Textil Piura S.A.

Reason:

Signed by: RIVERO ZEVALLOS Carlos

Carlos Rivero Zevallos
Superintendente Adjunto (e)
Superintendencia Adjunta de Supervisión de Conductas de Mercados

Reason:

Firmado por: MENESES CAMARGO Carlos Er

Deputy Superintendent Resolution SMV No. 033-2024-SMV/11

VISTOS:

CONSIDERANDO:

I. FUNCIÓN Y COMPETENCIA DE LA SASCM

II. HECHOS, CARGOS Y DESCARGOS DEL ADMINISTRADO

2.1 Hechos

2.2 Charges

Material events

Financial Information

Appointment of audit firm

SMV Request

SMV Requirement in exercise of the faculty of subsection 27.1, numeral 27 of the Regulation of Material Facts

2.3 Discharges

III. ISSUES TO BE DETERMINED

IV. ANALYSIS

4.1 Applicable regulations

Material facts

Financial information

Designation of audit firm

Failure to comply with SMV requirement

Failure to comply with SMV requirements in exercise of the faculty of subsection 27.1, numeral 27 of the Regulation on Material Facts

4.2 Evaluation of the case

Facts of importance

Appointment of audit firm

Failure to comply with SMV requirement

Failure to comply with SMV requirement

Financial Information

V. DETERMINATION OF THE SANCTION

SANCTION CRITERIA

Presentation of material facts and financial information

SMV Requirement (Charges 20 to 22)

SMV Requirement in exercise of the power of subsection 27.1, numeral 27 of the Regulation on Material Facts (Charge 23)

RESOLVES:

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