Rule · CNBV · 19 Mar 2003
This regulation establishes comprehensive rules for securities issuers and market participants, defining key terms such as external auditors, market makers, and independent experts, and detailing procedures for the registration, listing, and public offering of securities. It mandates specific periodic and event-driven information disclosure requirements to ensure market transparency and investor protection, while setting minimum conditions for stock exchanges to maintain listings and regulating the acquisition of shares by issuers themselves. The document also outlines the operational rules for electronic information transfer systems and specifies the content requirements for various annexes, including prospectuses and annual reports, applicable to different types of financial instruments and entities.
Published in the Official Gazette of the Federation on March 19, 2003, modified through Resolutions published in the said Gazette on October 7, 2003, September 6, 2004, September 22, 2006, September 19, 2008, January 27, July 22, and December 29, 2009, December 10 and 20, 2010, March 16, July 27, August 31, and December 28, 2011, February 16 and October 12, 2012, April 30 and July 15, 2013, January 30, June 17, September 24, and December 26, 2014, January 12 and 30, March 26, and May 13, August 27, September 28, October 20, and December 31, 2015, May 6, October 19, and November 15, 2016; August 11, 2017; April 26 and June 13, 2018, August 9 and November 25, 2019, December 10, 2020, February 16, 2021, August 15, 2022; January 09, February 07, and December 30, 2024; January 28, and December 2, 2025, as well as July 2, 2026.
(3) The National Banking and Securities Commission, based on Articles 2, fractions VII and XVI, 6, first, third, and fourth paragraphs, 7, second paragraph, 20, fraction I, subsection c), 21, second paragraph, 28, fraction III, subsection h), 54, second paragraph, 56, last paragraph, 85, fractions II and VII, and second and fourth paragraphs, 86, second and last paragraphs, 87, fraction I, 88, first paragraph, 90, 91, first and second paragraphs, 92, third paragraph, 95, 96, fractions I and III, 104, fraction VII, and third, fourth, and fifth paragraphs, 107, fraction II, 108, fraction II, last paragraph, 111, 112, last paragraph, 171, fraction I, 252, 343, 344, 367, fraction I, and last paragraph, and 417, third paragraph of the Securities Market Law and 4, fractions XXXI, XXXIV, XXXVI, and XXXVII, 16, fraction I, and 19 of its Law, and 1
That it is convenient to compile the general provisions that the Commission has issued regarding the registration of securities in the National Securities Register and their public offering, their maintenance in said Register, as well as in matters of information disclosure that issuers provide in the market for the adequate taking of investment decisions and the regulations regarding the acquisition of their own shares carried out by companies that have registered such titles in the aforementioned Register, in order to facilitate their consultation, application, and compliance;
That it is convenient to update the administrative procedures to obtain the registration of securities in the National Securities Register, as well as for the approval of public offers of purchase or sale of securities, incorporating for these procedures the use of computer programs, in order to make the analysis of the information presented more agile and efficient and to allow, in the case of public offers, when applicable, to incorporate by reference all information that issuers present to the National Banking and Securities Commission, stock exchanges, and the investing public in a timely and proper manner;
That it is opportune to adequately regulate the procedures that allow issuers to obtain:
That it is necessary to clean up and, if applicable, suppress some of the statutory provisions that, through general provisions, this Commission has previously determined should be included in the bylaws of issuers, which ensure compliance with applicable legal provisions and protect the interests of the investing public, thereby promoting the adoption of sound practices for the administration of issuers, including those that are controlling companies, with respect to their subsidiaries, in compliance with what is stated in Articles 1, second paragraph, and 14 Bis 2, fraction V of the Securities Market Law;
That it is convenient to establish minimum conditions that stock exchanges must include in their internal regulations for the listing and maintenance of securities in said exchanges;
That it is pertinent to deepen and strengthen the regime for the periodic disclosure of financial, economic, accounting, legal, and administrative information that issuers whose securities are registered in the Securities Section of the National Securities Register must provide, for the adequate taking of investment decisions in the market, in order to instill greater confidence in the investor and encourage their participation in the market;
That it is necessary to update the provisions regulating the manner in which issuers carry out the acquisition of shares representing their share capital;
That it is necessary to indicate the independence requirements that external auditors in accounting matters and lawyers who prepare the opinions and reports that, in accordance with the Securities Market Law, issuers must provide to obtain the registration of their securities in the National Securities Register must meet, has resolved to issue the following:
Definitions
On the Registration of Securities in the Register and their Public Offering
On Registration and Public Offering
On Registration without Public Offering
On Preventive Registration
On Generic Registration
On Preventive Registration of Shares
On Preventive Registration of Securities to be Issued under Placement Programs
(79) On the Update, Note Taking, and Cancellation of Registration
On the Update of Registration and Note Taking
(79) On the Cancellation of Registration and the Cancellation of the Stock Exchange Listing
On the Public Offer of Purchase
Other Applicable Provisions on the Registration and Public Offering of Securities (4) Chapter Seven On Public Offer Notices Abroad
On the Listing and Maintenance of Securities in the Stock Exchange and Trading Systems
On the Listing of Securities in the Stock Exchange
On the Maintenance of the Listing in the Stock Exchange
On Trading Systems
(3) On Securities Registered in the Register
On Shares and Ordinary Participation Certificates on Unregistered Shares
On the Information to be Provided to the Commission, the Exchanges, and the Investing Public (7) Chapter One (7) On Periodic Information (7) Chapter Two (7) On the Acquisition of Securities Subject to Disclosure
Disclosure of Relevant Events
Acquisition of Shares by Their Issuers
On Common Representatives
General Provisions
(75) ANNEX A Content of the request letter for authorization of registration of securities and public offers of alienation.
ANNEX A-1 Content of the request letter in the case of public offers of acquisition.
(70) ANNEX B Repealed.
(5) ANNEX C Repealed.
ANNEX D Document signed by the secretary of the board of directors regarding the integration of share capital (only for registration of shares or credit instruments representing them).
ANNEX E List of Subsidiary, Associated, and Controlling Companies.
ANNEX F Minutes of the issuance of optional titles.
(71) ANNEX G Content of the letter for registration referred to in Article 93 of the Law.
(81) ANNEX H Instruction for the preparation of placement prospectuses, information brochures, and information supplements.
(102) ANNEX H Bis Instruction for the preparation of placement prospectuses and information brochures applicable to stock exchange investment promoter companies.
(97) ANNEX H Bis 1 Instruction for the preparation of placement prospectuses, information brochures, and information supplements applicable to fiduciary certificates on goods other than shares.
(84) ANNEX H Bis 2 Instruction for the preparation of placement prospectuses, information brochures, and information supplements applicable to fiduciary development certificates.
(84) ANNEX H Bis 3 Instruction for the preparation of placement prospectuses, information brochures, and information supplements applicable to fiduciary real estate certificates.
(84) ANNEX H Bis 4 Instruction for the preparation of placement prospectuses, information brochures, and information supplements applicable to fiduciary investment certificates in energy and infrastructure.
(97) ANNEX H Bis 5 Instruction for the preparation of placement prospectuses, information brochures, and information supplements applicable to fiduciary investment project certificates.
(81) ANNEX H Ter Instruction for the preparation of the document with key information for investment.
(81) ANNEX I Instruction for the preparation of placement prospectuses for optional titles.
(8) ANNEX J Repealed.
(8) ANNEX J-1 Repealed.
(8) ANNEX J-2 Repealed.
(8) ANNEX J-3 Repealed.
(8) ANNEX J-4 Repealed.
ANNEX K Instruction for the preparation of information brochures for public offers of acquisition.
(78) ANNEX L Instruction for the preparation of placement prospectuses for registration of securities issued by federative entities and municipalities.
ANNEX M Format to reveal the number of acquirers in the offer and the degree of concentration of their holdings.
(84) ANNEX N Instruction for the preparation of the annual report.
(102) ANNEX N Bis Instruction for the preparation of the annual report applicable to stock exchange investment promoter companies (55) ANNEX N Bis 1 Instruction for the preparation of the annual report applicable to fiduciary certificates on goods other than shares.
(95) ANNEX N BIS 2 Instruction for the preparation of the annual report applicable to fiduciary development certificates.
(94) ANNEX N Bis 3 Instruction for the preparation of the annual report applicable to fiduciary real estate certificates.
(84) ANNEX N Bis 4 Instruction for the preparation of the annual report applicable to fiduciary investment certificates in energy and infrastructure.
(95) ANNEX N Bis 5 Instruction for the preparation of the annual report applicable to fiduciary investment project certificates.
(77) ANNEX N Ter Economic interest on contracts and assignments that issuers participating in hydrocarbon production activities must disclose.
ANNEX O Instruction for the preparation of the annual report applicable to federative entities or municipalities.
(71) ANNEX P Instruction for the preparation of the information declaration in case of corporate restructuring.
(5) ANNEX Q Repealed.
(71) ANNEX R Operational rules, use of electronic keys and passwords of the Information Transfer System on Securities “STIV”.
(60) ANNEX S Repealed.
(7) ANNEX T Instruction and format of monthly information to be sent through SEDI regarding fiduciary certificates on credits acquired in bulk.
(7) ANNEX U Report of operations carried out with securities subject to disclosure.
(7) ANNEX V Report of participation in the share capital of issuers.
(70) ANNEX W Repealed.
(70) ANNEX W BIS Repealed.
(71) ANNEX X Operational rules, use of electronic keys and passwords of the Information Transfer System on Securities “STIV-2”.
(17) ANNEX Y Responsible parties for sending information through STIV-2 (70) ANNEX Z Repealed.
(94) ANNEX AA Methodologies for calculating the level of indebtedness or leverage, and the debt service coverage index, applicable to fiduciary certificates for development, real estate, investment in energy and infrastructure, or investment projects.
(107) ANNEX AB Instruction to record before the Commission the unilateral declaration of will through the issuance minutes.
Definitions
(68) Article 1st.- For the purposes of these provisions and in addition to the concepts provided in Article 2 of the Securities Market Law, the following shall be understood:
(68) I. Update of registration, the modification of the registration in the number, class, series, or amount of shares or ordinary participation certificates on shares registered in the Register.
(68) In the case of debt instruments, optional titles, structured securities, and fiduciary certificates issued with respect to goods other than shares, the modification of the registration in the number of titles, term, or rate, as well as those modifications agreed upon by the general assembly of holders of the aforementioned certificates or instruments.
(72) With respect to fiduciary certificates for development, real estate, investment in energy and infrastructure, or investment projects, the modification of the registration in the number of titles or in the amount of the issuance in question, as well as any other agreed upon in the general assembly of holders.
(68) II. Agreement, those referred to in the General Provisions applicable to stock exchanges published in the Official Gazette of the Federation on May 30, 2014, and their respective modifications.
(85) III. External Auditor, the public accountant or licensed public accountant who meets the characteristics and requirements contained in the “General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that contract external audit services for basic financial statements” and its modifications.
(68) IV. Stock Exchange, the anonymous company that obtains a concession from the Ministry of Finance and Public Credit to act as a stock exchange in accordance with the provisions of the Securities Market Law.
(68) V. Fiduciary Certificates for Investment in Energy and Infrastructure, certificates issued by investment trusts in energy and infrastructure that are constituted in accordance with applicable tax provisions, the resources of which are destined for direct or indirect investment in companies, projects, or assets of energy or infrastructure.
(73) VI. Fiduciary Certificates for Investment Projects, certificates whose issuance resources are destined to finance projects, as well as investment in shares, social parts, or the financing of companies, whether directly or indirectly through one or more investment vehicles.
(68) VII. Partial Dependency, that which arises when the fulfillment of obligations regarding the securities to be issued depends at least 20% on an entity or legal person other than the issuer and, in the case of securities issuances under trusts, when it depends at least in said percentage, on the settlor, the administrator of the trust estate, or whoever is entrusted with such functions, the guarantor or surety, or any other third party.
(68) VIII. Financial Statements, the statement of financial position, statement of comprehensive income, statement of changes in equity or net assets, and statement of cash flows, including the corresponding notes, of an issuer or an entity that, in accordance with the Securities Market Law and these provisions, must present them to the Commission, the corresponding stock exchange, or the investing public, prepared in accordance with the provisions of Articles 78, 78 Bis, 78 Bis 1, 79, and 81 of these provisions, as applicable.
(68) Issuers or entities that must deliver the statement of comprehensive income referred to in the previous paragraph may present the “Statement of Comprehensive Income” or, alternatively, the “Statement of Results” and the “Statement of Other Comprehensive Income.”
(72) IX. Independent Expert, a person of recognized prestige who possesses the necessary technical knowledge to issue opinions regarding:
(72) a) The price of shares, or fiduciary certificates for development, real estate, investment in energy and infrastructure, or investment projects, issued by a specific issuer and which do not fall under any of the following circumstances:
(85) 1. Provides external audit services for basic financial statements or is an employee or partner of the firm where the external auditor of the issuer works.
(72) 2. Issues the legal opinion referred to in Article 85, fraction IV of the Securities Market Law or is an employee or partner of the firm where the person providing the said legal opinion works.
(72) 3. Works or holds a job, position, or commission in any securities market intermediary that participates in connection with the carrying out of any operation of the issuer in question.
(76) b) The estimated hydrocarbon reserves in accordance with the guidelines on reserve regulation issued by the National Hydrocarbons Commission used to determine the economic interest reported by an issuer participating in one or more contracts for the exploration and extraction of hydrocarbons or assignments, as well as regarding the appropriateness of the methodologies used, the suitability and quality of the data on which they are based, the information presented, the depth and rigor of the reserve estimation process, and its classification based on the relevant definitions used.
(68) X. Market Maker, the brokerage house that enters into a market making contract with an issuer, with the objective that said intermediary carries out operations on its own account, with its own resources, and permanently, by formulating firm buy or sell bids for a security or a set of securities issued by the issuer that are traded in the national market, to promote its liquidity, establish reference prices, and contribute to its stability and continuity.
(68) XI. Electronic Format, the one published by the relevant stock exchange for sending information through SEDI, as referred to in Article 74 of these provisions.
(72) XII. General Investing Public or Investing Public, persons who hold securities of an issuer, other than the issuer itself, provided they do not fall under any of the following circumstances:
(72) a) That they are non-independent directors or key executives.
(72) b) That individually hold directly or indirectly 30% or more of the ordinary shares or credit instruments representing them, or have control power over an issuer.
(72) c) That they form a group of persons linked by blood or affinity up to the second degree or civil, including in said group their spouses, concubines or concubines, and natural or legal persons, who act in concert or maintain agreements to make decisions in the same sense that place them in any of the circumstances referred to in the previous subsection b).
(72) d) That they maintain patrimonial links with the persons referred to in subsections b) and c) above.
(82) e) That they act as trustees of trusts constituted to establish pension, retirement, or seniority premium funds for the personnel of an issuer, of
employee stock purchase options, as well as any other fund with purposes similar to the aforementioned ones, constituted by the issuer or in whose fiduciary estate the issuer participates. Included in this subsection are the funds of the administrators of the fiduciary estate of issuers of development, real estate, energy and infrastructure investment, or investment project trust certificates, or those to whom such functions are entrusted, when they constitute stock purchase option plans for the securities issued by the issuer for their respective employees.
(104) XIII. Sustainability information, to the information regarding the risks and opportunities of the Issuer related to sustainability, which could reasonably be expected to affect its cash flows, access to financing, or the cost of capital in the short, medium, or long term, and which must include information regarding governance, strategy, and management of such risks and opportunities, as well as related metrics and objectives.
(68) XIV. Registration, to the annotation made by the Commission in the Registry regarding the securities of an issuer and their characteristics.
(68) XV. Placement Intermediary, to the brokerage firm that subscribes to the placement contract with the issuer and is responsible for carrying out the review and analysis of the documentation and information relating to the business and activities of the issuer itself and other activities referred to in Article 177 Bis of the Securities Market Law, in order to obtain the Registration of any security and, where applicable, approval of its public offering, as well as to carry out the placement of said securities in the market.
(68) XVI. Qualified Investor:
(107) a) Basic: to the person who maintains on average, during the last 12 months, investments in Securities with an amount equal to or greater than 1,500,000 investment units or who has obtained in each of the last 2 years, annual gross income equal to or greater than 500,000 investment units.
(107) b) Sophisticated: to the person who maintains on average during the last 12 months, investments in Securities in one or several Financial Entities, with an amount equal to or greater than 3,000,000 investment units, or who has obtained in each of the last 2 years, annual gross income equal to or greater than 1,000,000 investment units.
(107) c) To participate in restricted public offerings: to the natural or legal person who maintained on average during the last year, investments in Securities equivalent in national currency to at least 20,000,000 investment units.
(72) XVII. Capital Calls, to the terms and conditions established by the issuer of development, real estate, or investment project trust certificates that allow it to exercise the option to require holders, after the placement of a portion of the issuance, to make additional contributions of resources to the trust's equity for the execution of its purposes, adjusting for this purpose to what is stipulated in the trust deed and the corresponding issuance minutes, and subject to the Securities Market Law.
(72) The capital call mechanism will imply a modification in the number of titles and in the amount of the issuance and must adjust to what is stipulated in the trust deed and the issuance minutes, of which the corresponding title will form part.
(68) XVIII. Recognized foreign securities markets, to those referred to in the General Provisions applicable to stock exchanges published in the Official Journal of the Federation on May 30, 2014, and their respective modifications.
(79) XIX. Restricted public offerings, to the public offer for the sale of securities that is directed exclusively to institutional investors and qualified investors to participate in restricted public offerings.
(68) XX. Unmodified (or favorable) or modified (or unfavorable) opinion, to those defined as such in the International Standards on Quality Control, Auditing, Review, Other Assurance, and Related Services Pronouncements issued by the International Auditing and Assurance Standards Board of the International Federation of Accountants.
(68) XXI. Corporate restructurings, to mergers, spin-offs, acquisitions, or sales of assets that in any of such cases represent, at least, 10% of the total consolidated assets and 10% of the total consolidated sales of the issuer for the previous fiscal year or 25% of such sales. For this purpose, the transaction value shall be the greater of the book value and the market value. Corporate restructurings shall not be considered in the case of sales or transfers of assets carried out by companies due to the issuance of asset-backed securities.
(83) In the case of real estate and energy and infrastructure investment trust certificates, when any of the transactions resulting from the cases indicated in the previous paragraph represent at least 20% of the average of the last 12 months of the issuer's total consolidated assets.
(68) XXII. SEDI, to the electronic system for sending and disseminating information that is authorized by the Commission to the stock exchange in question.
(107) XXIII. STIV, to the Securities Information Transfer System, implemented by the Commission for the sending of information, to which access is gained through the Commission's Internet page and for whose use the provisions of Annex R of these provisions must be followed. This system forms part of the Commission's Clerk's Office.
(107) XXIV. STIV-2, to the Securities Information Transfer System, implemented by the Commission for the sending of information, to which access is gained through the Commission's Internet page and for whose use the provisions of Annex X of these provisions must be followed. This system forms part of the Commission's Clerk's Office.
(68) XXV. Structured Securities, to Securities with or without an obligation to pay principal or interest, issued by trusts, financial entities, or any other company that, in accordance with applicable laws, is authorized to do so, whose yield and, where applicable, payment of principal, is linked to the performance of one or several underlying assets, regardless of the nature of the titles or documents in which they are recorded.
(72) XXVI. Asset-backed Securities, to Securities whose source of payment comes from the resources, yields, or income generated by a set of financial assets that have determined or determinable payment flows, or by any asset destined to ensure the fulfillment of the payment of the issuance, which grant the right to receive cash flows within a determined period or, where applicable, the right to ownership or title of said financial assets.
(72) Structured securities, shares representing the social capital of investment funds referred to in the Investment Funds Law; development, real estate, indexed, energy and infrastructure investment, or investment project trust certificates, or any other value issued by collective investment mechanisms that have particular investment strategies and objectives shall not be considered Asset-backed Securities.
(68) Likewise, the terms affiliated, associated, parent, and subsidiary, shall have the meaning established for this purpose by the financial reporting standards referred to in Articles 78, 78 Bis, 78 Bis 1, and 79 of these provisions.
Title Two
On the Registration of Securities in the Registry and their Public Offering
Chapter One
On Registration and Public Offering
(107) Article 2.- Applications for the Registration of any class of Securities in the Registry and, where applicable, authorization for Public Sale Offering, must be submitted to the Commission, properly integrated for each Security intended to be registered, in accordance with the following requirements:
(107)
I. With regard to the Registration of Securities in the Registry and their Public Offering authorization, the application must be submitted in accordance with Annex A of these provisions, accompanied by the following information and documentation:
(70) a) Repealed.
(68) b) Public instrument containing the power of attorney or certified copy before a public notary of the general or special power of attorney of the issuer's representative or the fiduciary institution, with the registration data in the Public Commerce Registry, as applicable, as well as a certificate signed by the secretary of the board of directors or, where applicable, the technical committee of the trust, authenticating that the powers of the legal representative have not been revoked, modified, or limited as of the date of signing the application.
The aforementioned certificate must explicitly indicate the data of the shareholders' meeting or the board of directors meeting or, where applicable, the technical committee, in which the appointment of said representative is recorded.
When the petitioner is represented by a person who has represented them in previous Registrations, it will suffice to present a simple copy of the public instrument containing the general or special power of attorney referred to in the first paragraph of this subsection, accompanied by the authentication of the secretary of the board of directors or, where applicable, the technical committee of the trust.
In the case of credit institutions, it will suffice to comply with what is provided in Article 90 of the Credit Institutions Law.
(53) c) Public instrument or certified copy before a public notary of the constitutive deed of the issuer, as well as modifications to the social statutes, each with registration data in the Public Commerce Registry or a record of proceedings in the said Registry or, where applicable, the protocolization of the general shareholders' meeting in which the comparison of the issuer's social statutes with the data of the Public Commerce Registry of said instrument or record of proceedings in the said Registry was approved.
d) Draft minutes of the general shareholders' meeting or the agreement of the issuer's board of directors or the trust's technical committee in which the issuance of the securities is agreed upon and their Registration is requested, as applicable to each type of security.
(53) The public instrument or certified copy of the shareholders' meeting minutes with the registration data in the Public Commerce Registry or record of proceedings in the said Registry, when applicable, or, where applicable, a certified copy of the board of directors' agreement or the technical committee's agreement, must be delivered no later than the day the public offering begins.
(4) In the case of anonymous societies for stock market investment promotion, additionally, the causes and effects of the cancellation of the registration of the shares in the Registry must be included, in terms of Article 108, subsection I of the Securities Market Law.
e) Draft of the title of the securities to be Registered.
The copy of the definitive title deposited in an institution for the deposit of securities must be delivered prior to the placement operation in the Stock Exchange of the securities subject to the public offering in question.
(107)
f) Audited financial statements with a favorable or unmodified opinion by an external Auditor of the Issuer, as well as of its associates, relating to the last 3 fiscal years, or from the date of the company's constitution if it is less than 3 years, provided that the financial statement corresponding to the most recent fiscal year is not older than 15 months. For the purposes of this subsection, only associates that contribute at least 10% of the net profits or total consolidated assets of the Issuer, corresponding to the immediate previous fiscal year, are considered, excluding investment funds when the Issuer is a Financial Entity. The financial statements of said associates must be prepared in accordance with what is provided in Articles 78 Bis 1 or 79 of these provisions, as applicable. In the case of anonymous societies for stock market investment promotion and Securities placed through a Restricted Public Offering, those relating to the last 2 fiscal years or from the date of the constitution of that Issuer if it is less than 2 years will be presented.
(107) In the case of debt instruments with a term equal to or less than 1 year, the financial statements referred to in the previous paragraph may be presented, relating to the last fiscal year of the Issuer, in comparison with the financial statements of the previous fiscal year.
(107) Additionally, when the audited financial statements at the date of placement become older than 6 months, financial statements with a review of interim financial information with a favorable or unmodified opinion with a cutoff date not greater than said period must be presented, in comparison with the financial statements of the same period of the previous fiscal year, in accordance with the applicable accounting regulations. The opinion or auditor's report must cover each of the comparative periods presented. Likewise, when the audited financial statements of the most recent fiscal year or with a review of interim financial information mentioned above are older than 3 months, internal financial statements for the last completed quarter prior to the date of placement must be delivered, in comparison with the financial statements of the same period of the previous fiscal year, in accordance with the applicable accounting regulations, attending to the delivery deadlines for financial statements indicated in subsection II, of Article 33 of these provisions.
(107) With regard to the previous paragraph, in the case of anonymous societies for stock market investment promotion or Restricted Public Offerings, internal financial statements of the most recent completed quarter, and comparative with those corresponding to the same period of the immediate previous fiscal year, will be presented, provided that the financial statements of the most recent fiscal year at the date of placement are older than 6 months.
(107) In the case of Securities that are registered as a result of a spin-off or merger, audited combined financial statements by an external Auditor for the same period indicated in this subsection, relating to the company resulting from the spin-off or merger, or when not possible, proforma financial information, in accordance with Article 81 Bis of these provisions, reviewed by an external Auditor, corresponding to the last complete fiscal year, as well as interim financial information corresponding to the 3 and 6-month periods indicated in the third paragraph of this subsection, which must be presented in comparison with the same period of the previous fiscal year, will be delivered.
(107) When Corporate Restructurings have been carried out during the immediate previous fiscal year or during the subsequent interim periods prior to the date of placement, or when it is intended to conclude a Corporate Restructuring with the resources obtained from the issuance, audited combined financial statements and, when not possible, proforma financial information of the last complete fiscal year, as well as interim financial information corresponding to the 3 and 6-month periods indicated in the third paragraph of this subsection, which may be presented in comparison with the same period of the previous fiscal year, in accordance with the applicable accounting regulations relative to the company, considering the aforementioned Corporate Restructuring, will be delivered. The information corresponding to the last fiscal year and the 6-month period must be presented reviewed by an external Auditor.
(107) Proforma financial statements must be prepared in accordance with what is provided in Article 81 Bis of these provisions, presenting the impact of the particular operations on their financial situation and results, as if the corporate restructuring had taken effect from the beginning of the previous fiscal year. The external Auditor's report must cover the aspects indicated in Article 35 of these provisions.
(107) In the case of development, real estate, energy and infrastructure investment, or investment project trust certificates, financial statements, where applicable, combined financial statements, audited by an external Auditor for the periods indicated in this subsection, or when not possible, proforma financial information which must include at least the statement of comprehensive income, in accordance with Article 81 Bis of these provisions, reviewed by an external Auditor, corresponding to the last complete fiscal year, as well as interim financial information corresponding to the 3 and 6-month periods indicated in the third paragraph of this subsection, which must be presented in comparison with the same period of the previous fiscal year in accordance with the applicable accounting regulations, will be presented. Likewise, they must present the financial statements of the companies or projects with respect to which the trust invests or acquires titles representing their social capital, which individually represent 10% or more of the trust's equity, or in the case of those placed under the Capital Call mechanism, 10% of the maximum amount of the issuance, unless such information is consolidated in the financial statements presented regarding the trust, for the exercises mentioned in this subsection, which must be prepared in accordance with what is provided in Article 78 Bis 1 or 79 of these provisions, as applicable. The financial statements of the aforementioned companies or projects may be omitted, in the case of Securities placed through a Restricted Public Offering.
(32) g) Document referred to in Articles 84, 84 Bis, and 87 of these provisions, signed by the external auditor and the lawyer respectively.
(6) h) Legal opinion referred to in Article 87, subsection II of the Securities Market Law, issued by a lawyer who meets the independence requirements provided by Article 87 of these provisions.
(5) i) Repealed.
(8) j) Repealed.
k) Draft of the placement contract to be signed with the Placement Intermediary.
The copy of the signed placement contract must be delivered to the Commission, no later than the day the public offering in question begins.
(79) In the case of restricted public offerings, the draft placement contract must provide for the obligation of the financial placement intermediary to verify that participation in said offering is solely by institutional investors or qualified investors to participate in restricted public offerings.
l) Draft of the public offering notice with the information contained in the cover of the placement prospectus referred to in the following subsection.
The draft public offering notice presented to the Commission m,v for its authorization may only omit information relating to the definitive price, rate, and amount, as well as that which can only be known until the day prior to the start of the public offering.
(72) m) Placement prospectus or informational supplement for issuances under securities placement programs, preliminary, containing the information detailed in Annexes H, H Bis, H Bis 1, H Bis 2, H Bis 3, H Bis 4, H Bis 5 or I of these provisions, depending on the nature of the securities offered and the type of issuer.
(79) In the case of restricted public offerings, an express mention must be included that the securities may only be acquired by institutional investors and qualified to participate in restricted public offerings, both in the initial public offering and in the secondary market. Likewise, it must be specified that the investors to whom the offering is directed will participate under equal circumstances.
(6) Preliminary prospectuses or informational supplements presented to the Commission for authorization may omit information regarding the definitive price, rate, and amount, as well as that which can only be known up to the day prior to the start of the public offering. They must be initialed on every page by the legal representative of the issuer or the trust institution and signed on the final page by the persons mentioned in items 2 to 9 of this subsection, alongside the legends corresponding to said items.
The prospectus used for dissemination to the general public must be signed on the final page by:
(68) 1. At least 2 delegated members of the issuer's board of directors, in the case of shares or credit instruments representing them, following a favorable agreement of the board itself regarding the content of the prospectus, alongside the following legend:
"We, the undersigned, as special delegates of the board of directors, declare under oath that this prospectus was reviewed by the board of directors based on the information presented to it by the issuer's executives, and to the best of our knowledge and belief, it reasonably reflects the issuer's situation, and we agree with its content. We also declare that the board has no knowledge of relevant information that has been omitted or falsified in this prospectus or that it contains information that could mislead investors."
(4) In the case of anonymous societies that have a committee exercising audit functions under the Securities Market Law, in addition to the previous legend, a second paragraph must be incorporated, as follows:
(4) "Finally, we, the undersigned, ratify the opinion rendered to the general shareholders' meeting regarding the report that the general manager, under the Securities Market Law, presented to said meeting, which is included in the prospectus, and we declare that it is the same opinion rendered before the general shareholders' meeting, in accordance with said legal provision."
(68) 2. The commissioner, in the case of shares or credit instruments representing them, regarding the opinion referred to in Article 166, fraction IV of the General Law of Commercial Societies, when dealing with anonymous societies that, according to their legal regime, lack a committee exercising audit functions that would render, under the Securities Market Law, the equivalent opinion, alongside the following legend:
"The undersigned ratifies the opinion included in the prospectus and declares under oath that it is the same opinion rendered before the shareholders' assembly, in accordance with Article 166 of the General Law of Commercial Societies."
(6) 3. The general manager, the finance director, and the legal director, or their equivalents, of the issuer, alongside the following legend:
"We, the undersigned, declare under oath that within the scope of our respective functions, we prepared the information regarding the issuer contained in this prospectus, which, to the best of our knowledge and belief, reasonably reflects its situation. We also declare that we have no knowledge of relevant information that has been omitted or falsified in this prospectus or that it contains information that could mislead investors."
"The undersigned declares under oath that their represented party, in its capacity as placement intermediary, has conducted the investigation, review, and analysis of the issuer's business, as well as participated in defining the terms of the public offering, and that to the best of their knowledge and belief, said investigation was conducted with sufficient breadth and depth to achieve an adequate understanding of the business. Likewise, their represented party has no knowledge of relevant information that has been omitted or falsified in this prospectus or that it contains information that could mislead investors.
(3) Likewise, their represented party agrees to concentrate its efforts in achieving the best distribution of (the corresponding securities) subject to the public offering, with a view to achieving adequate price formation in the market, and has informed the issuer of the meaning and scope of the responsibilities it must assume before the general investing public, the competent authorities, and other participants in the securities market, as a company with securities registered in the National Securities Registry and in the stock exchange."
In the case of shares, the following paragraph will be added to the preceding legend:
"Their represented party has participated with the issuer in defining the price range of the shares subject to the public offering, taking into account the characteristics of the company, as well as comparative indicators with companies in the same sector or similar, both in Mexico and abroad, and attending to the various factors deemed convenient for their determination, with the understanding that the definitive placement price may vary from the established range, according to the levels of supply and demand for the shares and the prevailing conditions in the securities market(s) on the placement date."
(54) In the case of restricted public offerings, the following legend must be included alongside:
(79) "Likewise, their represented party agrees to concentrate its efforts in achieving the best distribution of (the corresponding securities) only among institutional investors and qualified to participate in restricted public offerings, with a view to achieving adequate price formation in the market, and has informed the issuer of the meaning and scope of the responsibilities it must assume before the investors, the competent authorities, and other participants in the securities market, as an issuer with securities registered in the Registry and in the stock exchange."
(32) 5. The representative, agent, or attorney-in-fact of the legal entity providing external audit services and by the external auditor, who may be the same person, exclusively for purposes of the information regarding each of the financial statements that are audited or reviewed in accordance with these provisions, as well as any other financial information included in the prospectus, whose source comes from the audited or reviewed financial statements, alongside the following legend:
(32) "The undersigned declares under oath that the financial statements contained in this prospectus or supplement for the fiscal years (include the fiscal years to which said financial statements refer) were audited (it may be clarified that they were reviewed) on date (include the date of the audit or review of each of the financial statements included), in accordance with International Standards on Auditing (it may include the specific mention of the standards used).
(32) Likewise, it declares that it has read this prospectus or supplement and based on its reading and within the scope of the audit work performed, it has no knowledge of material errors or inconsistencies in the information included and whose source comes from the audited (or reviewed) financial statements mentioned in the previous paragraph, nor of information that has been omitted or falsified in this prospectus or supplement, or that it contains information that could mislead investors.
(32) However, the undersigned was not hired, and did not perform additional procedures with the object of expressing an opinion regarding the other information contained in the prospectus that does not come from the audited (or reviewed) financial statements."
(32) The previous legend must be signed by the representative, agent, or attorney-in-fact of the legal entity providing external audit services and by the external auditor, who may be the same person, of the settlor, of the administrator of the trust estate, of the guarantor, of the surety, or of any other third party, regarding which financial statements are included in the prospectus or supplement.
(54) In the case of restricted public offerings, it will not be necessary to sign the legend indicated in this item, regarding any third party of which there is partial dependence and whose information is incorporated by reference, provided that said third party is an issuer with securities registered in the Registry and is up to date in the delivery of periodic information referred to in Title Four of these provisions, or is a foreign issuer whose securities are registered, authorized, or regulated for sale to the general public by the Securities Commissions or equivalent bodies of the States that are designated members of the Council of the International Organization of Securities Commissions or the body that replaces it. In these cases, a risk factor must be indicated in the placement prospectus, specifying that there is no responsibility of the third party regarding which information is incorporated by reference, before the investors of the securities subject to the restricted public offering, for falsehood or errors in the incorporated information.
"The undersigned declares under oath that to the best of their knowledge and belief, the issuance and placement of the securities complies with the laws and other applicable legal provisions. Likewise, it declares that it has no knowledge of relevant legal information that has been omitted or falsified in this prospectus or that it contains information that could mislead investors."
(7) 7. The legal representative of the surety or guarantor who has general or special power sufficient to bind them, in the case of issuances that have a surety or guarantee, alongside the following legend:
(7) "The undersigned declares under oath that their represented party, in its capacity as surety or guarantor of the issuance, prepared the information regarding the surety or guarantor contained in this prospectus, which, to the best of their knowledge and belief, reasonably reflects its economic and financial situation."
(7) 8. If applicable, the legal representative of the trustee, alongside the following legend:
(7) "The undersigned declares under oath that their represented party, in its capacity as trustee, prepared the information regarding the trust contract contained in this prospectus, which, to the best of their knowledge and belief, reasonably reflects the terms and conditions agreed upon. Likewise, it declares that, within the scope of the activities for which its represented party was hired, it has no knowledge of relevant information that has been omitted or falsified in this prospectus or that it contains information that could mislead investors."
(7) 9. If applicable, the general manager, the finance director, and the legal director, or their equivalents, of the settlor or of the person contributing the assets to the trust, alongside the following legend:
(32) "We, the undersigned, declare under oath that, within the scope of our respective functions, we prepared the information regarding the assets, rights, or securities entrusted, if applicable, as well as the financial information of the settlor or of the person contributing the assets, rights, or securities to the trust contained in this prospectus, which, to the best of our knowledge and belief, reasonably reflects their situation. Likewise, we declare that we have no knowledge of relevant information that has been omitted or falsified in this prospectus or that it contains information that could mislead investors.
(54) The previous legend must be signed by the persons with the positions indicated in the first paragraph of this item, regarding any other third party of which there is partial dependence and of whom financial statements are included in the prospectus or supplement. In the case of restricted public offerings, it will not be necessary to sign said legend if the third party regarding which there is partial dependence and whose information is incorporated by reference is an issuer with securities registered in the Registry and is up to date in the delivery of periodic information referred to in Title Four of these provisions, or is a foreign issuer whose securities are registered, authorized, or regulated for sale to the general public by the Securities Commissions or equivalent bodies of the States that are designated members of the Council of the International Organization of Securities Commissions or the body that replaces it. In these cases, a risk factor must be indicated in the placement prospectus, specifying that there is no responsibility of the third party from which information is incorporated by reference, before the investors of the securities subject to the restricted public offering, for falsehood or errors in the incorporated information.
(34) Last paragraph.- Repealed.
(25) 10. In the case of fiduciary titles other than shares, the legal representative of the common representative, alongside the following legend:
(25) "The undersigned declares under oath that their represented party, in its capacity as common representative, reviewed the financial information regarding the trust estate (if it exists), as well as that related to the issued securities, the applicable contracts, and the collection of the assets, rights, or securities entrusted (if presented), as well as that regarding the guarantee, regarding which it has verified its constitution and existence (if applicable) contained in this prospectus, which, to the best of their knowledge and belief, reasonably reflects its situation."
(72) 11. In the case of fiduciary exchange certificates for development, real estate, energy and infrastructure investment, or investment projects, the representative, agent, or attorney-in-fact of the legal entity providing external audit services and the external auditor who has prepared a report or opinion on the verification or validation regarding compliance by the administrator of the trust estate or to whom such functions are entrusted, of policies, restrictions, or requirements regarding flows from investments, divestments, or acquisitions, as well as regarding the reasonableness and reliability of the evolution of assets, rights, or securities other than those entrusted, which are included in the prospectus, as well as any other financial information equally included in the latter, alongside the following legend:
(25) "The undersigned declares under oath that the information (clearly indicate the information that was reviewed) contained in this prospectus, was reviewed in accordance with (indicate the standards or rules under which the review was performed). Likewise, it declares that, within the scope of the work performed, it has no knowledge of relevant information regarding (indicate the information that was reviewed) that has been omitted or falsified in this prospectus or that it contains information that could mislead investors."
(69) 12. If applicable, the legal representative with general powers for acts of administration of the legal entity that structured the issuance or any other third party that participates in the determination of the terms and conditions of the securities, other than the persons mentioned in items 1 to 11 above, alongside the following legend:
(69) "The undersigned declares under oath that their represented party, in its capacity as structurer, has conducted the investigation, review, and analysis of the issuer's business or the trust estate, as well as has participated in the definition of the terms, conditions, or structure of the securities. Likewise, its represented party has no knowledge of relevant information that has been omitted or falsified in this prospectus or that it contains information that could mislead investors."
(72) The placement prospectus used for dissemination to the public regarding fiduciary exchange certificates for development, real estate, energy and infrastructure investment, or investment projects must be signed on the final page by the persons indicated in items 4. to 12. of this subsection m). Likewise, in the case that said fiduciary exchange certificates do not have a nominal value, the legend indicated in item 4. above must include what is stated in the last paragraph of said item.
(72) In the case of the informational supplement used for dissemination to the general public, it must be signed on the final page by the persons referred to in items 3., 4., and, if applicable, 5. to 10., and 12. above.
(53) With the authorization of the Commission and, in the case of maintaining previously placed securities, information contained in the annual report or reports that the issuer, sureties, guarantors, or any third party of which there is partial dependence of the securities has provided to the stock exchange and the general public, in accordance with what is provided in fractions II to V of Article 104 of the Securities Market Law and in these provisions, may be incorporated by reference, in whole or in part, in the placement prospectus, provided that the electronic page on the worldwide network known as the Internet where said reports can be consulted during the validity of the issuance is indicated.
(54) For the case of placement prospectuses prepared on the occasion of restricted public offerings, information from sureties, guarantors, or any third party of which there is partial dependence of the securities, that are foreign, may be incorporated by reference, in whole or in part, provided that said foreign issuer or its securities are registered, authorized, or regulated for sale to the general public by the Securities Commissions or
equivalent bodies of States that are designated members of the Council of the International Organization of Securities Commissions or the body that replaces it. The respective placement prospectus must indicate the webpage on the worldwide network known as Internet where such information can be consulted during the validity of the issuance. In the event that such information is not available in Spanish, the placement prospectus must include a risk factor regarding this matter.
Issuers intending to issue debt instruments with a term equal to or less than 1 year will not be obligated to present the prospectus referred to in this subsection. However, in the event that they prepare one, it must be approved by the Commission, and must in any case comply with the legal requirements applicable to its content.
(6) No later than within 5 business days following the date on which the public offering in question has concluded, issuers must deliver to the Commission 2 printed copies of the placement prospectus or informational supplement. The stock promotion anonymous companies may deliver said documents to investors through electromagnetic means, provided they take the appropriate measures to ensure that the information contained in said media is not altered, without prejudice to the fact that they must deliver it in printed form to those investors who so request.
n) The other information and documentation, by type of security, indicated in Article 7 of these provisions.
(104) o) Report containing Sustainability Information, prepared in the terms indicated in Article 82 Bis of these provisions, corresponding to the last fiscal year.
(72) Regarding secondary public sales offers, whether of shares, credit instruments representing them, or fiduciary stock certificates for development, real estate, energy and infrastructure investment, or investment projects, the authorization request must be signed by each of the selling shareholders or holders, as well as be accompanied by the information referred to in subsections k), l), and m) above. For this purpose, issuers are obligated to provide all necessary information for the conduct of the corresponding public offering.
Likewise, the prospectus referred to in subsection m) above must be signed by a representative or attorney-in-fact of the issuer who has the authority to bind it, as well as by the selling shareholders or holders and, as applicable, by the persons referred to in items 1., a to 5., 11., and 12., of the aforementioned subsection m).
(107) In the case of indexed fiduciary stock certificates, the respective request must not include the information and documentation indicated in subsections c), f), and o) above, as well as in subsection g) of this fraction regarding the lawyer.
(5) II. Repealed.
(5) Penultimate paragraph.- Repealed.
The Commission, in duly justified cases and considering the nature of the Issuer, may authorize the presentation of documentation in substitution for the information required in this article.
Issuers will determine under their responsibility the strategic information they must reserve for the purposes of this article, provided it is not Relevant Information or relevant events whose disclosure cannot be deferred. In any case, Issuers must adopt the necessary measures to guarantee that the reserved information is known exclusively by the persons who must necessarily have access to it.
(68) In no case will the Commission authorize the conduct of subsequent offers through restricted public offers regarding securities of the same type or series that the issuer has previously offered to the general investing public. The provisions of this paragraph will not be applicable when the registration is made in terms of what is provided for in Article 14, fraction III, second paragraph of these provisions.
(3) Article 3.- Requests for registration of debt instruments in the Register and authorization for public offering of sales, issued by federal entities and municipalities, must be presented to the Commission for each security intended to be registered, in accordance with Annex A of these provisions, accompanied by the following information and documentation:
(70) I. Repealed.
II. Copy of the appointment of the person who, in accordance with the applicable local legislation in the federal entity or municipality in question, is authorized to carry out the management of the Registration, or, as the case may be, an agreement issued by the competent authority, or a power of attorney or mandate granted by the competent authority or before a public notary, which authorizes the applicant to carry out the management tending towards the Registration.
III. Copy of the Revenue Law corresponding to the fiscal year in which the securities are intended to be issued, or, as the case may be, a Decree issued by the Local Legislature or City Council containing the financing program or the total estimated and authorized amount of indebtedness for the federal entity or municipality in question.
IV. Copy of the Debt Law corresponding to the fiscal year in which the securities are intended to be issued, or, as the case may be, a Decree issued by the Local Legislature or City Council containing the bases and requirements for the contracting of indebtedness that constitute the public debt of the federal entity or municipality in question.
V. Copy of the expenditure budget corresponding to the fiscal year in which the securities are intended to be issued, at least regarding the destination of the resources.
VI. As applicable, the authorization of the Local Legislature or agreement of the City Council, as appropriate, for the issuance of the securities to be registered in the Register.
(32) VII. Audited financial statements with a favorable or unmodified opinion by an external auditor relating to the last 3 fiscal years of the federal entity or municipality in question, provided that the financial statements corresponding to the most recent fiscal year do not have an age greater than 15 months. Regarding debt instruments with a term equal to or less than 1 year, financial statements relating to the last fiscal year may be presented.
(32) When the financial statements of the most recent fiscal year to the date of placement reach an age greater than 6 months, internal financial statements with a cutoff date not greater than said period will be presented additionally, in a comparative manner with the financial statements of the previous fiscal year in accordance with applicable accounting regulations.
VIII. Copy of the report presented by the head of the Executive to the Local Legislature or City Council, in accordance with applicable laws, regarding the status of the public account for the immediate previous fiscal year.
(3) IX. The documentation referred to in Article 2, fraction I, subsections e), g), h), k), and l) of these provisions.
(85) In any case, the document referred to in Article 84 of these provisions, in relation to Article 5, fraction VI and Article 37, fraction I of the “General Provisions Applicable to Entities and Issuers Supervised by the National Banking and Securities Commission that hire the services of external auditors for basic financial statements” and its modifications, must indicate that the external auditor has no offer to be an official of the federal entity or municipality in question.
(6) X. Placement prospectus or informational supplement, regarding preliminary securities placement programs, containing the information detailed in Annex L or H Bis 1 of these provisions, as appropriate.
(6) The preliminary prospectuses or informational supplements presented to the Commission for their authorization may omit information regarding the definitive price, rate, and amount, as well as that which can only be known until the day prior to the start of the public offering, and must be initialled on all pages by a public official who, in accordance with the applicable local legislation, is authorized to do so, and signed on the final page by the persons mentioned in subsections a) to e) of this fraction.
The prospectus used for dissemination to the general public must be signed on the final page by:
(3) a) A public official who, in accordance with local legislation, is authorized to contract credits or sign credit instruments or securities as a representative of the federal entity or municipality in question, the person responsible for finances, and other officials who, within the scope of their respective competencies, are responsible for the information included in the prospectus, next to the following legend:
“We, the undersigned, declare under oath that, within the scope of our respective competencies, we prepared the information relative to the federal entity or municipality (as applicable) contained in this prospectus, which, to the best of our knowledge and belief, reasonably reflects its situation. We also declare that we have no knowledge of relevant information that has been omitted or falsified in this prospectus or that it contains information that could mislead investors.”
b) The legal representative of the Placement Intermediary who has a general or special power sufficient to bind them, next to the following legend:
“The undersigned declares under oath that their represented party, in their capacity as placement intermediary, has conducted the investigation, review, and analysis of the state of the financial administration of the federal entity or municipality (as applicable), as well as participated in the definition of the terms of the public offering, and that to the best of their knowledge and belief, said investigation was conducted with sufficient breadth and depth to achieve an adequate understanding of the public account report of the immediate previous fiscal year. Likewise, their represented party has no knowledge of relevant information that has been omitted or falsified in this prospectus or that it contains information that could mislead investors.
(3) Likewise, their represented party agrees to concentrate its efforts in achieving the best distribution of (the corresponding securities) subject of the public offering, with a view to achieving adequate price formation in the market, and has informed the issuer of the sense and scope of the responsibilities that must be assumed before the investing public, competent authorities, and other participants in the securities market, as a person with securities registered in the National Securities Register and in the stock exchange.”
(85) c) The representative, agent, or attorney-in-fact of the legal entity that provides external audit services and the external auditor, who may be the same person, exclusively for the purposes of the information relative to the financial statements that are audited in accordance with the “General Provisions Applicable to Entities and Issuers Supervised by the National Banking and Securities Commission that hire services of external auditors for basic financial statements” and its modifications, as well as any other financial information included in the prospectus, the source of which comes from the audited financial statements or their opinion, next to the following legend:
(32) “The undersigned declares under oath that the financial statements contained in this prospectus or supplement for the years (include the years to which said financial statements refer) were audited (it may be clarified that they were reviewed) on the date (include the date of the audit or review of each of the financial statements included), in accordance with International Standards on Auditing (it may include the specific mention of the standards used).
(32) Likewise, it declares that it has read this prospectus or supplement and based on its reading and within the scope of the audit work performed, it has no knowledge of material errors or inconsistencies in the information included and whose source comes from the audited financial statements indicated in the previous paragraph, nor of information that has been omitted or falsified in this prospectus or supplement, or that it contains information that could mislead investors.
(32) However, the undersigned was not hired, and did not perform additional procedures with the object of expressing an opinion regarding the other information contained in the prospectus that does not come from the financial statements audited by him.”
(32) The aforementioned legend must be signed by the representative, agent, or attorney-in-fact of the legal entity that provides external audit services and by the external auditor, who may be the same person, of the settlor, of the administrator of the trust estate, of the guarantor, of the surety, or of any other third party, with respect to which financial statements are included within the prospectus.
d) The lawyer exclusively for the purposes of the legal opinion referred to in Article 2, fraction I, subsection h) above, as well as of the legal information that was reviewed by him and incorporated into the prospectus, next to the following legend:
“The undersigned declares under oath that, to the best of his knowledge and belief, the issuance and placement of the securities complies with the laws and other applicable legal provisions. Likewise, he declares that he has no knowledge of relevant legal information that has been omitted or falsified in this prospectus or that it contains information that could mislead investors.”
(7) e) The legal representative of the surety or guarantor who has a general or special power sufficient to bind them, regarding issuances that have surety or guarantee, next to the following legend:
(7) “The undersigned declares under oath that his represented party, in its capacity as surety or guarantor, prepared the information relative to the surety or guarantor contained in this prospectus, which, to the best of its knowledge and belief, reasonably reflects its economic and financial situation.”
(69) f) As applicable, the legal representative with general powers for acts of administration of the legal entity that structured the issuance or any other third party that participates in the determination of the terms and conditions of the securities, distinct from the persons mentioned in subsections a) to e) above, next to the following legend:
(69) “The undersigned declares under oath that his represented party, in its capacity as structurer, has conducted the investigation, review, and analysis of the business and of the state of the financial administration of the federal entity or municipality (as applicable) or the trust estate, as well as that it has participated in the definition of the terms, conditions, or structure of the securities. Likewise, his represented party has no knowledge of relevant information that has been omitted or falsified in this prospectus or that contains information that could mislead investors.
(68) The informational supplement used for dissemination to the general public must be signed on the final page by the persons referred to in subsections a) and b) and, as applicable, c), d), e), and f) above.
(6) With the authorization of the Commission and, in the event of maintaining previously placed securities, information contained in the annual report or reports that the federal entity or municipality issuer of the securities has provided to the stock exchange and to the general public may be incorporated by reference, in whole or in part, into the placement prospectus, in accordance with what is provided for in fractions II, III, and V of Article 104 of the Securities Market Law and in these provisions, provided that the webpage on the worldwide network (Internet) where said reports can be consulted during the validity of the issuance is indicated.
Federal entities or municipalities intending to issue securities representing a liability under their responsibility with a maturity equal to or less than 1 year will not be obligated to present the prospectus referred to in this fraction. However, in the event that they prepare one, it must be approved by the Commission, and must in any case comply with the legal requirements applicable to its content.
No later than 5 business days following the date on which the public offering in question has concluded, Issuers must deliver to the Commission 3 printed copies of the placement prospectus or informational supplement.
XI. The other information and documentation, by type of security, indicated in Article 7 of these provisions.
When the promoting federal entity or municipality, during the same fiscal year, has presented the information referred to in fractions II, III, IV, V, and VIII of this article, due to previous Registrations of other securities in the Register, it may omit its presentation in subsequent requests, which are made within the same fiscal year. The foregoing will be applicable provided that said documents have not undergone reforms or additions.
The Commission, in duly justified cases, may authorize the presentation of documentation in substitution for the information required by these provisions, considering the applicable legislation and the nature of the security intended to be registered.
(107) Article 4.- Requests for Registration of Securities in the Register, issued by corporations of foreign nationality, as well as for authorization of Public Offering of Sales, must be presented to the Commission in Spanish, duly integrated for each Security intended to be registered, in accordance with Annex A of these provisions, accompanied by the following information and documentation:
(70) I. Repealed.
(32) II. Document that accredits the personality and powers of the legal representative of the issuer, with its corresponding translation by an expert translator, as well as a certificate signed by the secretary of the board of directors or, as applicable, its equivalent, that authenticates that the powers of the legal representative have not been revoked, modified, or limited as of the date of presentation of the request.
When the promoter is represented by the same person who represented it in previous Registrations, it will be sufficient to present a simple copy of the document containing its personality and powers.
III. Deed of incorporation and, as applicable, current updated bylaws of the Issuer or its equivalent, with its corresponding translation by an expert translator.
IV. Resolution or agreement of the competent social body of the Issuer that, as applicable, determines to request the Registration of the securities in question, with its translation by an expert translator, as applicable by type of security.
(107) V. Audited financial statements with a Favorable or Unmodified Opinion by an External Auditor of the Issuer, as well as of its affiliates, relating to the last 3 fiscal years, or from the date of constitution of the company when this is less than 3 years, provided that the Financial Statement corresponding to the most recent fiscal year does not have an age greater than 15 months. For the purposes of this subsection, only the affiliates that contribute at least 10% of the net profits or of the consolidated total assets of the Issuer, corresponding to the immediate previous fiscal year, will be considered, excluding investment funds when the Issuer is a Financial Entity. Likewise, in the event of having affiliates of Mexican nationality, the Financial
financial statements of such affiliates must be prepared in accordance with Article 78 Bis 1 of these provisions.
(107) In the case of debt instruments with a term equal to or less than 1 year, only the Financial Statements referred to in the first paragraph of this subsection, relating to the last fiscal year of the Issuer, may be presented, in a comparative manner with the Financial Statements of the previous fiscal year in accordance with the applicable accounting standards.
(107) Additionally, when the audited Financial Statements as of the placement date are older than 6 months, Financial Statements with a review of interim financial information with a favorable or unmodified opinion must be presented, with a cutoff date not exceeding said period, in a comparative manner with the Financial Statements of the same period of the previous fiscal year, in accordance with the applicable accounting standards. The opinion or report of the external Auditor must cover each of the comparative periods presented. Likewise, when the audited Financial Statements of the most recent fiscal year or the aforementioned interim financial information review are older than 3 months, internal Financial Statements for the last completed quarter prior to the placement date must be delivered, in a comparative manner with the Financial Statements of the same period of the previous fiscal year, in accordance with the applicable accounting standards, adhering for such purposes to the delivery deadlines for Financial Statements set forth in subsection II of Article 33 of these provisions.
(107) In the case of Securities that are registered as a result of a spin-off or merger, audited combined Financial Statements by an external Auditor must be delivered, or when this is not possible, pro forma financial information for the same period indicated in this subsection relative to the entity resulting from the spin-off or merger, or when this is not possible, pro forma financial information, in accordance with Article 81 Bis of these provisions, reviewed by an external Auditor, corresponding to the last complete fiscal year, as well as interim financial information corresponding to the 3 and 6 month periods indicated in the previous paragraph, which must be presented in a comparative manner with the same period of the previous fiscal year.
(107) When corporate restructurings have been carried out during the immediately preceding fiscal year or during the subsequent interim periods prior to the placement date, or when it is intended to conclude a corporate restructuring with the resources obtained from the issuance, audited combined Financial Statements by an external Auditor must be delivered, and when this is not possible, pro forma financial information of the last complete fiscal year, as well as interim financial information corresponding to the 3 and 6 month periods indicated in the third paragraph of this subsection, which may be presented in a comparative manner with the same period of the previous fiscal year, in accordance with the applicable accounting standards relative to the entity, considering the aforementioned corporate restructuring. The information indicated, corresponding to the last fiscal year and the 6-month period, must be presented reviewed by an external Auditor.
(107) Pro forma Financial Statements must be prepared in accordance with Article 81 Bis of these provisions, presenting the impact of specific operations on their financial position and results, as if the corporate restructuring had taken effect from the beginning of the previous fiscal year. The report of the external Auditor must cover the aspects indicated in Article 35 of these provisions.
(107) The Issuers referred to in this article, who opt to present their financial information in accordance with Article 79, subsection III of these provisions, may omit presenting the reconciliation of the most relevant accounts referred to in said subsection, provided that they indicate the risk corresponding to the accounting differences that could arise, without prejudice to the fact that they must comply with what is established in subsection II, item a) of Article 37, or in its case, by Article 33, subsection II of these provisions.
(6) VI. Legal opinion referred to in Article 87, subsection II of the Securities Market Law, issued by a lawyer from the country of origin of the issuer or of the primary listing of its securities, meeting the independence requirements provided for in Article 87 of these provisions.
(3) VII. The documentation referred to in Article 2, subsection I, items e), g), k), l) and m) of these provisions.
VIII. The other information and documentation, by type of security, indicated in Article 7 of these provisions.
(104)
IX. Report containing Sustainability Information, prepared in the terms indicated in Article 82 Bis of these provisions, corresponding to the last fiscal year.
In the case of secondary public sale offers, the authorization request will be adjusted to what is provided in Article 2, subsection I, second paragraph of these provisions.
The Commission, in duly justified cases and considering the nature of the Issuers, may authorize that documentation be presented in substitution for the information required by this article.
Issuers will determine at their own responsibility the strategic information they will reserve for the purposes of this article, provided that it does not concern Relevant Information or relevant events whose disclosure cannot be deferred. In all cases, Issuers must adopt the necessary measures to guarantee that the reserved information is known exclusively by the persons who must have access to it.
(67) Article 4o Bis.- Requests for recognition of public offers of securities issued by companies of foreign nationality, trusts, or any other vehicle for the issuance of securities authorized or registered in some foreign securities market recognized with which the stock exchanges have entered into an agreement, must be presented to the Commission accompanied by the information and documentation indicated below with their corresponding translation into Spanish by a certified translator, where applicable:
(67) I. Document accrediting the personality and powers of the legal representative of the foreign nationality company, trusts, or vehicles for the issuance of securities in question.
When the companies, trusts, or vehicles indicated in the previous paragraph are represented by the same person who has previously requested the recognition of a public offer, it will suffice to present a simple copy of the document containing their personality and powers.
(67) II. Simple copy of the documentation and information that has been presented to the dependency or organism with functions equivalent to those of the Commission in their country of origin, for the authorization or registration of the public offer in question. At a minimum, such information must include the following:
(67) a) Placement prospectus or equivalent offer document.
(67) b) Audited financial statements by external auditor relating to the last three fiscal years or from the date of constitution of the foreign nationality company, trusts, or vehicles for the issuance of securities in question, when this is less than three years. Or that financial information that has been presented by the foreign nationality company, trusts, or vehicles for the issuance of securities in question in their country of origin.
(67) III. Simple copy of the documentation and information that has been presented for its authorization or registration in the foreign stock exchange in which their securities are traded, and with which the stock exchanges have signed an agreement.
(67) IV. Simple copy of the authorizations or registrations for the registration of their securities that have been granted in accordance with the applicable legislation to the foreign securities market recognized.
(67) In the case of secondary public sale offers, the recognition request must be signed by each of the selling shareholders, as well as accompanied by the simple copy of the documentation and information that they have presented to the dependency or organism with functions equivalent to those of the Commission in their country of origin, for the authorization or registration of the secondary public offer in question. For this purpose, foreign nationality companies, trusts, or any other vehicle for the issuance of securities will be obligated to provide all the necessary information for the realization of secondary public sale offers.
(67) Foreign nationality companies, trusts, or any other vehicle for the issuance of securities authorized or registered in some foreign securities market recognized with which the stock exchanges have entered into an agreement, or the selling shareholders referred to in the previous paragraph, must deliver to the stock exchanges a copy of the recognition letter issued by the Commission, in order to give publicity to the recognition of the offer, through the website on the worldwide network (internet) that the stock exchanges enable for this purpose.
(67) Article 4o Bis 1.- Foreign nationality companies, trusts, or any other vehicle for the issuance of securities authorized or registered in some foreign securities market recognized with which the stock exchanges have entered into an agreement, must incorporate in a prominent manner in their placement prospectus or offer documents, the following warnings directed to investors in the national territory:
(67) I. That the Commission does not authorize or supervise such companies, trusts, or vehicles for the issuance of securities, nor the securities traded in some foreign securities market recognized with which the stock exchanges have entered into an agreement.
(67) II. That the information contained in the documents used to carry out the offer is the exclusive responsibility of the persons who carry it out and has not been subject to any review or authorization by the Commission.
(67) III. That the characteristics of the offer have been made known to the Commission solely for informational purposes, which in no case implies certification on the goodness of the securities or solvency of the persons, trusts, or vehicles for the issuance of securities carrying out the offer.
(67) IV. That the companies, trusts, or vehicles for the issuance of securities, the securities, and in general, the characteristics of the offer are subject to the legal regime in force in their country of origin, so that the terms of negotiation and provisions in matters of information disclosure may differ from those applicable to issuers registered in the Registry.
(67) V. The type of investors to whom the securities offer is directed, and if in the country of origin there is any restriction for the participation of certain types of investors.
(5) Article 5o.- Repealed.
(107) Article 6o.- Issuers with Securities registered in the Registry, provided that they are up to date in the delivery of the periodic information referred to in Title Four of these provisions, when processing the requests referred to in Articles 2o, 3o and 4o above, may omit the following information and documentation:
(107)
I. The indicated in Articles 2o., subsection I, items c), f) and o), 3o., subsection VII and 4o., subsections III, V and IX, of these provisions, as applicable.
(5) II. Repealed.
(107)
III. The referred to in Articles 84 and 84 Bis of these provisions, regarding the obligation established in Articles 2o., subsection I, item g) and 7o., subsections II, item b), numeral 6 and III, item a), numeral 3, of these provisions, when the Issuer with Securities registered in the Registry, the settlor, the administrator of the trust property, the guarantor, the surety, or any third party has delivered it in compliance with what is established by Articles 33, subsection I, item a), numeral 5, 36, subsection I, item d) and 37, subsection I, item a), numeral 3 of these provisions, or when it has been presented for the obtaining of the Registration of other Securities in the Registry, during the same fiscal year. The foregoing, unless there are changes that have not been made public.
(97) Article 7o.- Issuers, in addition to the information and documentation required in accordance with Articles 2o, 3o, and 4o above, to obtain Registration in the Registry, must present to the Commission, by type of Security, the following documentation:
I. In the case of shares:
a) Certificate signed by the secretary of the board of directors or by the representative of the competent social body, in accordance with Annex D of these provisions, regarding the integration of share capital, in which:
(3) 2. Indicates that the bylaws are adapted to the applicable provisions, particularly to the cases referred to in the Securities Market Law and to these provisions, as well as that the minutes books of general and special shareholders' meetings, of board of directors sessions, of registration of increases and decreases of share capital and of registration of shares, are up to date as of the date of the request.
(3) 3. Manifests that the audited financial statements presented to this Commission have been duly approved by the ordinary general meeting of shareholders.
(4) 4. Authenticates the shareholding of each of the shareholders, in the case of promissory investment companies.
(3) b) List of its subsidiaries, affiliates, and, if applicable, its holding company, as well as the percentage of participation in each of them, in accordance with Annex E of these provisions, except in the case where the issuer has shares registered in the Registry and is up to date in the delivery of periodic information.
The provisions in numerals 2. and 3. of item a) above do not apply to the Issuers referred to in Article 4o of these provisions.
(97)
II. In the case of fiduciary titles and other Securities issued under trusts:
a) Regarding shares:
(107)
(107) 2. The documentation referred to in Article 2o., subsection I, items c), d), f), g) and o) of these provisions must be regarding the settlor.
(3) 3. Draft of the base trust agreement of the issuance and, if applicable, the issuance act, which comply with what is provided in Article 228 M of the General Law of Credit Titles and Operations.
The definitive contract must be delivered to the Commission no later than the business day prior to the date on which the public offer in question begins.
(3) 4. In its case, opinion referred to in Article 68, last paragraph of the Securities Market Law.
b) Regarding assets other than shares:
(97)
The settlor, the administrator of the assets, or the third party referred to in this numeral, if they are Issuers, will not be obligated to present the aforementioned information, provided that they are up to date with the delivery of the periodic information referred to in Title Four of these provisions.
(97) Likewise, the information that in terms of Article 2o, subsection I, item f) of these provisions is presented regarding any third party referred to in this numeral other than the settlor or administrator of the property, guarantor, or surety of the assets, must be prepared in accordance with what is provided in Articles 78 Bis 1 or 79 of these provisions, as applicable.
(103) In the event that the resources of the issuance, carried out through a Restricted Public Offer, are intended to be predominantly invested in collective investment mechanisms not listed on any stock exchange, an advertisement must be included in the terms provided by the placement prospectus in accordance with Annex H Bis 1 of these provisions, stating that the quarterly financial information referred to in Article 33, subsection II of these provisions may be disclosed, no later than within 20 business days following the conclusion of the quarter subsequent to that to which the information corresponds. Likewise, it must be specified that the annual Financial Statements or their equivalents referred to in Article 33, subsection I, item a), numeral 3, and the report referred to in Article 33, subsection I, item a), numeral 6, as well as the annual report established in the aforementioned Article 33, subsection I, item b), numeral 1 of these provisions, will be presented, no later than June 30 of each year.
(97) For the purposes of what is provided in this numeral, predominance is understood as at least 70% of the resources of the issuance.
(97) 2. The legal opinion referred to in Article 2o, subsection I, item h) of these provisions, in which the validity of the trust contract, the existence of the trust property, and the powers of the settlor to affect said property in trust are additionally referenced.
(3) 3. In the case of trusts whose property is integrated by real estate, the certificate of freedom from encumbrances in force, regarding the real estate affected in trust.
(7) In the event that the trust has a technical committee, the trust contract must stipulate that at least one representative of the trustee attends the sessions of said committee, with voice but without vote.
The definitive contract must be delivered to the Commission no later than the business day prior to the date on which the public offer in question begins.
(19) 5. Opinion on the credit quality of the issuance issued by a securities rating agency, with an issuance date not greater than 90 business days from the placement date. A brief explanation of the meaning of the rating granted using the context of the rating agency's scale must be included.
corresponding securities rating agency and any conditions or considerations therein. Furthermore, it must be expressly stated that the rating granted does not constitute an investment recommendation, and that it may be subject to updates at any time, in accordance with the methodologies of the relevant securities rating agency. Likewise, in the case of asset-backed securities, the opinion must include the reasons that motivated such rating, as well as the conditions or considerations that, if any, have been established for the rating and evidence of the legal review carried out.
(36) Additionally, the issuer must deliver to the Commission a letter stating that it informed the securities rating agency at the time of entering into the respective contract or agreement, as well as each time the rating agency itself issued an opinion on the credit quality of the issuance, if in the two months prior to the aforementioned dates, as applicable, the issuer itself received from another rating agency, a rating on the securities subject to the issuance and, if applicable, must indicate the name of the other rating agency that determined the corresponding rating, as well as the rating granted. The foregoing, for the purposes of allowing securities rating agencies to comply with what is provided in the second paragraph of the Fifth of the "General Provisions Applicable to Securities Rating Agencies" published in the Official Journal of the Federation on February 17, 2012 and its respective modifications.
(32) 6. Documents referred to in Articles 84 and 84 Bis of these provisions, signed by the external auditor of the settlor, the administrator, or any other third party from whom the fulfillment of the trust obligations depends, in whole or in part, if their audited financial statements are included in the placement prospectus or informational supplements.
(32) 7. Draft deed referred to in Article 2, fraction I, subsection e), which records the obligation to pay principal and interest. The copy of the definitive deed deposited in a securities depository institution must be delivered prior to the placement operation in the stock exchange of the securities subject to the public offering in question.
(51) Issuers of asset-backed securities that form a standardized portfolio may be subject to the authorization procedure for informational supplement and notice formats established in Article 13 Bis of these provisions. In this case, the provisions of Article 13 Bis 1 of these provisions shall also apply to them.
(70) c) Repealed
(74) Penultimate paragraph.- Repealed.
(74) Last paragraph.- Repealed.
(105)
III. Regarding debt instruments, an opinion on the credit quality of the issuance issued by a securities rating agency, with an issuance date not more than 90 business days prior to the placement date. It must include a brief explanation of the meaning of the rating granted using the context of the rating scale of the corresponding securities rating agency and any conditions or considerations therein. Furthermore, it must be expressly stated that the rating granted does not constitute an investment recommendation, and that it may be subject to updates at any time, in accordance with the methodologies of the relevant securities rating agency. Likewise, in the case of Asset-Backed Securities, the opinion must include the reasons that motivated such rating, as well as the conditions or considerations that, if any, have been established for the rating and evidence of the legal review.
(36) Additionally, the issuer must deliver to the Commission a letter stating that it informed the securities rating agency at the time of entering into the respective contract or agreement, as well as each time the rating agency itself issued an opinion on the credit quality of the issuance, if in the two months prior to the aforementioned dates, as applicable, the issuer itself received from another rating agency, a rating on the securities subject to the issuance and, if applicable, must indicate the name of the other rating agency that determined the corresponding rating, as well as the rating granted. The foregoing, for the purposes of allowing securities rating agencies to comply with what is provided in the second paragraph of the Fifth of the "General Provisions Applicable to Securities Rating Agencies" published in the Official Journal of the Federation on February 17, 2012 and its respective modifications.
On the same day that the rating of the instruments or their outlook is modified, the rating agency must send the corresponding opinion to the Stock Exchange through SEDI. In any case, the issuance must remain rated throughout its entire duration.
In the event of issuances with a term equal to or less than 1 year under a placement program, the opinion referred to in this subsection may refer only to the placement program.
Additionally, regarding:
a) Issuances with sureties or guarantees:
(3) 1. Legal opinion referred to in Article 2, fraction I, subsection h) of these provisions, in which additionally reference is made to the due constitution and enforceability of the guarantees and the powers of the party granting them, as well as on the procedure established for their execution, regarding guaranteed or secured instruments.
(32) 3. Documents referred to in Articles 84 and 84 Bis of these provisions, signed by the external auditor of the surety or guarantor.
(4) 4. If applicable, certificate of registration in the Registry of Obligations and Debentures of Federal Entities and Municipalities, held by the Ministry of Finance and Public Credit, in the event that federal revenue participations are affected, or certificate of registration in the state public debt registry when applicable under the legislation.
(5) b) Repealed.
(105) c) Instruments issued under an issuance deed:
(105) 1. Draft of said deed with the applicable content.
(105) 2. Original testimony of the issuance deed duly registered in the Public Commerce Registry, if the law governing the title requires such formality, which must be delivered to the Commission no later than the date of issuance.
Regarding bank bonds and subordinated obligations issued by financial entities, additionally, they must present, if applicable, a copy of the authorization letter from the Bank of Mexico. The issuance deed must be recorded with the Commission, by signing said deed, in accordance with what is provided in Annex AB of these provisions, no later than the business day prior to the date of issuance in question.
IV. Regarding optional titles, the issuance deed containing the data and information referred to in Annex F of these provisions.
(20) V. Regarding structured securities:
(20) a) Issued under a trust, the documentation referred to in items 1, 2, 4, and 6 of subsection b) of the previous fraction II.
(20) b) Issued by financial entities that, according to the laws governing them, may issue them, a copy of the authorization letter for carrying out financial derivative operations from the Bank of Mexico.
(32) When the fulfillment of obligations related to structured securities issued by trusts depends, in whole or in part, on the counterparty or supplier of the financial instrument to which the yield is linked, or this serves as the source of payment for the issuance or any other third party, additionally, the information referred to in Articles 2, fraction I, subsections c) and f) or 3, fraction VII of these provisions must be presented, as applicable, regarding those. The information referred to in Article 2, fraction I, subsection f), must be prepared in accordance with what is provided in Article 78 Bis 1 or 79 of these provisions, as applicable.
(37) Structured securities issuers may be subject to the authorization procedure for informational supplement and notice formats, established in Article 13 Bis of these provisions. In these cases, the provisions of Article 13 Bis 1 of these provisions shall also apply to them.
(69) VI. Regarding fiduciary development trust certificates:
(69) a) The issuance documents must contemplate, in addition to what is provided by Article 64 Bis 1 of the Securities Market Law, the following:
(69) 1. That the general assembly of holders must meet to approve:
(69) 1.1. The investments or acquisitions intended to be made when they represent 10% or more of the trust's equity, based on figures corresponding to the close of the immediately preceding quarter, regardless of whether such investments or acquisitions are executed simultaneously or successively within a 12-month period counted from when the first operation is completed, but which could be considered as a single one, and such operations are intended to be carried out with persons who fall into at least one of the two following scenarios: (i) those related to the societies in which the trust makes investments, the settlor, as well as the administrator of the trust's assets or to whom such functions are entrusted, or (ii) that represent a conflict of interest.
(69) 1.2. The expansions to the issuances intended to be made, either in amount or in the number of certificates.
(69) 1.3. Any increase in compensation schemes and administration commissions or any other concept in favor of the trust's asset administrator or to whom such functions are entrusted or members of the technical committee.
(69) 1.4. Any modification to the purposes of the trust or its early termination.
(69) In the matters referred to in items 1.1. and 1.3. above, holders who fall into any of the scenarios indicated in subsections (i) or (ii) of said item 1.1., or who act as the trust's asset administrator or to whom such functions are entrusted, must abstain from voting in the general assembly of holders, without this affecting the quorum required for the installation of said assembly.
(69) 2. It must be provided that the technical committee must be composed of a maximum of 21 members, of which at least 25% must be independent.
(69) Members of the technical committee who have a conflict of interest in any matter must abstain from participating and being present in the deliberation and voting of said matter, without this affecting the quorum required for the installation of said committee.
(69) The technical committee shall have the following non-delegable powers:
(69) 2.1. Establish the policies under which the trust assets will be invested.
(69) 2.2. Approve the acquisition or disposal of assets, goods, or rights with a value equal to or greater than 5% of the trust's equity, based on figures corresponding to the close of the immediately preceding quarter, whether executed simultaneously or successively, within a 12-month period, counted from when the first operation is completed, and which by their characteristics can be considered as a single one.
(69) 2.3. Approve operations with related persons, understood for such purposes as operations carried out with the societies in which the trust makes investments, with the settlor, as well as with the trust's asset administrator or to whom such functions are entrusted, or those that represent a conflict of interest.
(69) 2.4. Establish the terms and conditions to which the trust's asset administrator or to whom such functions are entrusted will be subject in the exercise of their powers of ownership and administration.
(69) In the event that the opinion of the majority of independent members does not accord with the determination of the technical committee, such situation will be revealed to the investing public, through the stock exchange where the fiduciary development trust certificates are listed.
(69) 3. Agreements for the exercise of voting rights in general assemblies of holders, which contain purchase or sale options among holders of fiduciary development trust certificates or any other agreements related to voting or economic rights regarding the certificates, as well as those carried out by the members of the technical committee and their respective characteristics, which must be disseminated in the annual report referred to in Articles 33, fraction I, subsection b), item 1., without prejudice to the obligation to notify the trustee, within 5 business days following their execution, so that they are revealed to the investing public through the stock exchanges where the certificates trade.
(69) In the agreements for exercising the voting rights of the members of the technical committee, it may be stipulated, among others, to exercise the voting rights of non-independent members in the same sense as the vote emitted by the trust's asset administrator or to whom such functions are entrusted, in case these belong to the technical committee.
(69) When the agreements stipulate the waiver by holders of their right to appoint a member of the technical committee in terms of what is provided in Article 64 Bis 1, fraction II, subsection c) of the Securities Market Law, the provisions contained in the issuance documents for these cases shall apply, and in any case, notification to the trustee or common representative by any means established in said documents shall suffice.
(69) 4. In the event that the resources of the issuance are intended to be predominantly used to grant credits, loans, or financing to Mexican societies or to acquire debt securities issued by them, charged to the trust's equity, and additionally intend to contract credits or loans, it must be stated:
(69) 4.1. That the amount of total assets, as defined in Annex AA of these provisions, at no time may be greater than 5 times the book value of the fiduciary development trust certificates issued. In any case, the leverage level must be calculated in accordance with what is provided in said Annex and revealed in terms of Article 35 Bis 1 of these provisions.
(69) Additionally, it will be established that in the event that the issuer exceeds the maximum limit indicated in the previous paragraph, no additional liabilities may be assumed charged to the trust assets until the issuer adjusts to the indicated limit, unless it concerns refinancing operations to extend the maturity of the issuer's debt and the technical committee documents evidence of such situation. In any case, the result of such refinancing cannot imply an increase in the leverage level recorded before said refinancing operation.
(69) In the event that the issuer exceeds the limit referred to in this item, the trust's asset administrator or to whom such functions are entrusted, must present to the general assembly of holders a report of such situation, as well as a corrective plan in which the manner, terms, and, if applicable, deadline to comply with the limit are established. Prior to its presentation to the assembly, the plan must be approved by the majority of the independent members of the technical committee within a period not exceeding 20 business days counted from the date the excess to said limit is made known.
In any case, the corrective plan must contemplate what is indicated in the previous paragraph.
(69) 4.2. The obligation to comply with a debt service coverage index, at the time of assuming any credit, loan, or financing charged to the trust's equity. This index must be calculated in accordance with what is provided in Annex AA of these provisions, with figures at the close of the last reported quarter and cannot be less than 1.0. Likewise, the index must be revealed in terms of Article 35 Bis 1 of these provisions.
(69) Additionally, it must be established that in the event that the debt service coverage index is less than 1.0, no additional liabilities may be assumed charged to the trust assets, unless it concerns refinancing operations to extend the maturity of the issuer's debt and the technical committee documents evidence of such situation. In any case, the result of such refinancing cannot imply a decrease in the calculation of the debt service coverage index recorded before said refinancing operation.
(69) In the event that the debt service coverage index referred to in this item is less than 1.0, the provisions of the previous item 4.1., last paragraph, shall apply.
(69) The technical committee must supervise that mechanisms and controls are established that allow verifying that the contracting or assumption of credits, loans, or financings complies with applicable regulations and these provisions.
(69) For the purposes of what is provided in this item, predominance is understood as at least 70% of the issuance resources. For the case of fiduciary development trust certificates issued under the capital call mechanism, the 70% of resources will be with respect to the maximum amount of the issuance.
(69) It must be provided that in no case can the issuer allocate more than 20% of the trust's equity to the acquisition of debt securities registered in the Registry. In these cases, the provisions of item 11. of this subsection shall not apply.
(69) In the event that the issuer exceeds the limit referred to in the previous paragraph, the provisions of item 4.1., last paragraph of this subsection, shall apply.
(105) 5. In the event of issuance under the capital call mechanism:
(69) 5.1. The explicit mention of such circumstance.
(69) 5.2. The issuance deed of which the corresponding title will form part, in which at least, the following is stipulated:
(105) 5.2.1. The designation of the person responsible for keeping a record containing the amount of resources obtained through the initial minimum contribution, as well as those contributed by each holder of the fiduciary development trust certificates for each Capital Call.
(105) 5.2.2. The policies, procedures, or mechanisms to carry out the offering of fiduciary development trust certificates, the subscription and payment mechanism for the initial minimum contribution, as well as regarding the manner and deadline in which the Issuer could exercise the option to make Capital Calls.
(105) 5.2.3. The number of days of advance notice that the Issuer must give to holders in the event of a Capital Call, which in no case may be less than 5 business days prior to the date on which the resources should be contributed.
(105) 5.2.4. The conditions for the transfer of fiduciary development trust certificates, if established, which cannot absolutely restrict the transfer of the Securities.
(105) The issuance deed referred to in this sub-item must be recorded with the Commission by signing said deed, no later than the business day prior to the date of issuance in question, in accordance with what is provided in Annex AB of these provisions.
(69) 5.3. The description of the cash administration systems for handling resources from capital calls that it has.
(69) 5.4. That the general assembly of holders must meet to approve the destination of resources obtained with each capital call, when they are at least equal to or greater than 20% of the total that the issuance can reach.
(69) 5.5. That authorization may be requested from the Commission to carry out various public offerings until reaching the placement of the amount of the initial minimum contribution to the trust's equity referred to in the Securities Market Law, always that the securities are offered in restricted public offerings and it is determined in the issuance documents the manner in which the price at which the certificates will be placed will be calculated. In any case, the maximum period in which they can be
carry out public offerings referred to in this paragraph shall be 1 year, from the time that said initial public offering has been made. When the issuer does not place the amount of the original minimum contribution referred to in Article 64 Bis 2, fraction II of the Securities Market Law, within the period established in this subsection, the provisions of Article 14 of these provisions shall apply.
(69) In the event that the Commission has authorized the carrying out of various public offerings referred to in the preceding paragraph, in order to carry out subsequent offerings to the initial one, the issuer must demonstrate to the Commission that it is up to date in the delivery of periodic information referred to in Title Four of these provisions. In these cases, it will not be necessary for the general assembly of holders to approve the subsequent offerings.
(69) The issuer, prior to carrying out the placement of each offering, must communicate to the Commission, 2 business days in advance of the book closing, the characteristics of this, as well as present the offering notice referred to in Article 2, fraction I, subsection 1), of these provisions.
(69) 5.6. The placement prospectus must expressly mention that it is possible that one or more holders of the fiduciary exchange certificates may not cover the capital calls in a timely manner, which could prevent the fulfillment of the business plan and investment schedule. Likewise, it must be clearly established that this risk is additional to those derived from investment in activities or projects of various companies or from the acquisition of securities representing the share capital of companies.
(103) 6. In the event that the resources of the issuance are intended to be predominantly invested in collective investment mechanisms not listed on any stock exchange, the warning in the terms provided for in the placement prospectus, in accordance with Annex H Bis 2 of these provisions, must be included, stating that the quarterly financial information referred to in Article 33, fraction II of these provisions may be disclosed, no later than within 20 business days following the end of the quarter subsequent to that to which the information corresponds. Likewise, it must be specified that the annual financial statements or their equivalents referred to in Article 33, fraction I, subsection a), paragraph 3 and the report referred to in Article 33, fraction I, subsection a) paragraph 6, as well as the annual report established in said Article 33, fraction I, subsection b), paragraph 1 of these provisions, will be presented, no later than, on June 30 of each year.
(97) For the purposes of what is provided in this paragraph, predominance shall be understood as at least 70% of the resources of the issuance. In the case of development fiduciary exchange certificates issued under the capital call mechanism, the 70% of resources will be with respect to the maximum amount of the issuance.
(69) 7. When it is intended to acquire shares or credit titles representing them registered in the Registry or issued by Mexican companies that have been the subject of a public offering abroad, the investments or acquisitions made by the trust must represent at least 20% of the share capital of the company in question.
Shares or credit titles representing them registered in the Registry for a percentage lower than that provided in the previous paragraph may be acquired, provided that there are co-investment agreements with other investors that allow them to acquire jointly at least 20% of the share capital of the company in question, as well as that the issuer of development fiduciary exchange certificates is part of the administration of the corresponding company.
In the event that the issuer does not comply with the conditions referred to in this paragraph for the purpose of carrying out the acquisitions, the provisions of paragraph 4.1, last paragraph of this subsection, shall apply.
(69) 8. Regarding certificates that have been offered in restricted public offerings, the right of holders to request the common representative or the trustee to have access to information free of charge that the issuer is not obligated to reveal to the public investor in terms of Title Four of these provisions, provided that they accompany their request with the certificate accrediting the ownership of the respective securities, issued by any institution for the deposit of securities. Such information must be related to the investments that the issuer intends to make, without prejudice to the provisions on confidentiality and conflicts of interest established in the base documents of the issuance.
(69) 9. The obligation to hire a common representative, specifying its rights and obligations, as well as the terms and conditions under which its removal and the designation of a new one may proceed.
(69) 10. Regarding the administrator of the trust assets or whoever is entrusted with such functions:
(69) 10.1. The terms and conditions under which they will adjust in the exercise of their powers of acts of administration and ownership.
(69) 10.2. That the compensation, commissions, and incentive scheme is established in such a way as to protect the interests of the holders at all times.
(69) 10.3. Their liability regime, including the payment of damages and losses, unless conventional penalties have been agreed upon.
(69) 10.4. The obligation to deliver to the technical committee, the common representative, and the holders of the development fiduciary exchange certificates who request it, a quarterly report on the performance of their functions, as well as the information and documentation requested in the fulfillment of their functions.
(69) 10.5. The obligation to perform their functions diligently, acting in good faith and in the best interest of the trust and the holders.
(69) 11. The possibility of investing in short-term securities registered in the Registry provided that they are temporary investments made while the investments to which the resources of the issuance are destined are carried out, in accordance with what is established in the placement prospectus.
(69) 12. The periodicity with which the valuation of the certificates must be carried out. In any case, it must be provided that the valuation will be carried out at least once a year.
(69) 13. The rules for the hiring of any credit or loan against the assets of the trust, by the settlor, the administrator of the trust assets or whoever is entrusted with such functions, or by the trustee.
(73) 14. The characteristics and eligibility criteria of the companies with respect to which the trust will invest, acquire titles representing their share capital or grant credits, loans, or financing.
(74) b) Repealed.
(69) c) The draft title referred to in Article 2, fraction I, subsection e), of these provisions, in addition to what is provided by Article 64 of the Securities Market Law, must state that there is no obligation on the part of the issuer to pay a sum of money for the concept of principal and, if applicable, interest. Additionally, it must contemplate that the distribution of profits or losses will be made proportionally to the amount of contributions and that one or more holders cannot be excluded from the individual participation that corresponds to them in the profits or losses associated with the investments charged to the assets of the trust, provided that in the case where they have been issued under the capital call mechanism, for the distribution of profits, the holder in question has also attended to these in a timely manner. Such titles may express nominal value and it must be provided that it will not be necessary a minimum number of investors for their listing or maintenance of the listing on the stock exchanges. Likewise, regarding development fiduciary exchange certificates issued under the capital call mechanism, they must expressly state that in what is not provided in the title, the provisions of the issuance deed referred to in subsection a), paragraph 5.2., previous, shall apply.
In the event that the resources of the issuance are intended to be predominantly granted as credits, loans, or financing to Mexican companies charged to the assets of the trust, and additionally intend to hire credits or loans, the draft title must also provide for what is established in paragraph 4., of subsection a) above.
Likewise, they must present the documentation contained in paragraphs 2., 3., 4., and, if applicable, 1., and 6., of fraction II, subsection b) of this article. In any case, they must present the balance of the assets affected in trust.
(69) VII. Regarding real estate fiduciary exchange certificates:
(93) a) The issuance documents must contemplate, in addition to what is provided by Article 64 Bis 1 of the Securities Market Law, the following:
(93) 1. That the general assembly of holders must meet to approve:
(93) 1.1. The investments or acquisitions that intend to be made when they represent 10% or more of the assets of the trust, based on figures corresponding to the close of the immediately preceding quarter, regardless of whether such investments or acquisitions are executed simultaneously or successively in a period of 12 months counted from the time the first operation is made, but which could be considered as one, and such operations are intended to be made with persons who fall into at least one of the two following situations: (i) those related with respect to the companies, trusts, or any other equivalent vehicle on which the trust makes investments, the settlor as well as the administrator of the trust assets or whoever is entrusted with such functions, or well, (ii) that represent a conflict of interest.
(93) 1.2. In the event that the trust assets are at all times integrated by assets, goods, or rights fully identified, regardless of the investment vehicle through which they had been incorporated into the trust, the rules for the hiring of any credit or loan against the assets of the trust, by the settlor, the administrator of the trust assets or whoever is entrusted with such functions, or by the trustee.
(93) Such rules must establish the maximum limit of indebtedness and the debt service coverage index that they intend to assume, which must be calculated in accordance with what is provided in Annex AA of these provisions.
(93) 1.3. The expansions to the issuances that intend to be made, either in the amount or in the number of certificates.
(93) 1.4. Any increase in the compensation and commission schemes for administration or any other concept in favor of the administrator of the trust assets or whoever is entrusted with such functions or members of the technical committee.
(93) 1.5. Any modification to the purposes of the trust or its early extinction.
(93) 1.6. The policies for hiring or assuming credits, loans, financing, as well as any modification to these.
(93) In the matters referred to in paragraphs 1.1. and 1.4. above, holders who fall into any of the situations indicated in subsections (i) or (ii) of said paragraph 1.1., or who act as administrator of the trust assets or whoever is entrusted with such functions, must abstain from voting in the general assembly of holders, without this affecting the quorum required for the installation of said assembly.
(93) It must be stipulated, irrevocably, that the general assembly of holders may remove and replace the administrator of the trust assets or whoever is entrusted with such functions by agreement of the holders. To this effect, the percentage of ownership of the assets of the trust according to which the referred agreement is taken may be freely determined, without in any case exceeding 66% of the fiduciary titles in circulation.
(93) 2. It must be provided that the technical committee must be integrated with a maximum of 21 members of which at least 25% must be independent.
(93) The members of the technical committee who have a conflict of interest in any matter must abstain from participating and being present in the deliberation and voting of said matter, without this affecting the quorum required for the installation of said committee.
(93) The technical committee will have the following non-delegable powers:
(93) 2.1. Establish the policies under which the trust assets will be invested.
(93) 2.2. Approve the acquisition or alienation of assets, goods, or rights with a value equal to or greater than 5% of the assets of the trust, based on figures corresponding to the close of the immediately preceding quarter, whether executed simultaneously or successively, in a period of 12 months, counted from the time the first operation is made, and which by their characteristics can be considered as one.
(93) 2.3. Approve operations with related persons, understood for such purposes as operations that they carry out with the companies on which the trust makes investments, with the settlor, as well as with the administrator of the trust assets or whoever is entrusted with such functions, or well, that represent a conflict of interest.
(93) To approve the operations referred to in the previous paragraph, the majority of the favorable vote of the independent members of the technical committee must be obtained, and those members who have been designated by the settlor or by the administrator of the trust assets or whoever is entrusted with such functions, or by the persons related to these, must abstain from voting, without this affecting the quorum required for the installation of said technical committee. In any case, the operations must be carried out at market price.
(93) 2.4. Establish the terms and conditions under which the administrator of the trust assets or whoever is entrusted with such functions will adjust in the exercise of their powers of acts of ownership and administration.
(93) In the event that the opinion of the majority of the independent members is not in accordance with the determination of the technical committee, such situation will be revealed to the public investor, through the stock exchange in question in which the real estate fiduciary exchange certificates are listed.
(93) In the event that the technical committee establishes committees to assist in its functions, it must be established that such committees will be integrated exclusively with members of the technical committee and will be presided over by a member who has the status of independent.
(93) 3. The agreements for the exercise of voting in general assemblies of holders, which contain the purchase or sale options between holders of real estate fiduciary exchange certificates or any other agreements related to voting or economic rights with respect to the certificates, as well as those carried out by the members of the technical committee and their respective characteristics, which must be disseminated in the annual report referred to in Article 33, fraction I, subsection b), paragraph 1., without prejudice to the obligation to notify them to the trustee, within 5 business days following the date of their concertation, so that they are revealed to the public investor through the stock exchanges where the certificates trade.
(93) In the agreements to exercise the voting right of the members of the technical committee, it may be stipulated, among others, to exercise the vote of the non-independent members in the same sense as the vote issued by the administrator of the trust assets or whoever is entrusted with such functions, in case these belong to the technical committee.
(93) When the agreements stipulate the resignation by the holders of exercising their right to appoint a member of the technical committee in terms of what is provided in Article 64 Bis 1, fraction II, subsection c) of the Securities Market Law, what is contemplated for these cases in the issuance documents shall apply, and in any case, notification to the trustee or common representative by any means established in said documents will suffice.
(93) 4. In the event that the resources of the issuance are intended to be predominantly granted as credits, loans, or financing to Mexican companies or to the acquisition of debt securities issued by them, charged to the assets of the trust, and additionally intend to hire credits or loans, it must be indicated:
(93) 4.1. That the amount of total assets, as defined in Annex AA of these provisions, in no case may be greater than 5 times the book value of the real estate fiduciary exchange certificates issued. In any case, the leverage level must be calculated in accordance with what is provided in said annex and revealed in terms of Article 35 Bis 1 of these provisions.
(93) Additionally, it will be established that in the event that the issuer exceeds the maximum limit indicated in the previous paragraph, no additional liabilities may be assumed against the trust assets until the issuer adjusts to the indicated limit, unless it is a matter of refinancing operations to extend the maturity of the issuer's indebtedness and the technical committee documents the evidence of such situation. In any case, the result of said refinancing cannot imply an increase in the leverage level registered before said refinancing operation.
(93) In the event that the issuer exceeds the limit referred to in this paragraph, the administrator of the trust assets or whoever is entrusted with such functions, must present to the general assembly of holders a report of such situation, as well as a corrective plan in which the form, terms, and, if applicable, deadline to comply with the limit are established. Prior to its presentation to the assembly, the plan must be approved by the majority of the independent members of the technical committee within a period not greater than 20 business days counted from the date the excess to said limit is made known. In any case, the corrective plan must contemplate what is indicated in the previous paragraph.
(93) 4.2. The obligation to comply with a debt service coverage index, at the time of assuming any credit, loan, or financing charged to the assets of the trust. This index must be calculated in accordance with what is provided in Annex AA of these provisions, with figures at the close of the last reported quarter and cannot be less than 1.0. Likewise, the index must be revealed in terms of Article 35 Bis 1 of these provisions.
(93) Additionally, it must be established that in the event that the debt service coverage index is less than 1.0, no additional liabilities may be assumed against the trust assets, unless it is a matter of refinancing operations to extend the maturity of the issuer's indebtedness and the technical committee documents the evidence of such situation. In any case, the result of said refinancing cannot imply a decrease in the calculation of the debt service coverage index registered before said refinancing operation.
(93) In the event that the debt service coverage index referred to in this paragraph is less than 1.0, the provisions of the previous paragraph 4.1, last paragraph, shall apply.
(93) The technical committee must supervise that mechanisms and controls are established that allow verifying that the hiring or assumption of credits, loans, or financing complies with the applicable regulations and these provisions.
(93) For the purposes of what is provided in this paragraph, predominance shall be understood as at least 70% of the resources of the issuance. In the case of real estate fiduciary exchange certificates issued under the capital call mechanism, the 70% of resources will be with respect to the maximum amount of the issuance.
(93) It must be provided that in no case can the issuer allocate more than 20% of the assets of the trust to the acquisition of debt securities registered in the Registry. In these cases, the issuer may invest in short-term securities registered in the Registry provided that they are temporary investments made while the investments to which the resources of the issuance are destined are carried out, in accordance with what is established in the placement prospectus.
(93) In the event that the issuer exceeds the limit referred to in the previous paragraph, the provisions of paragraph 4.1, last paragraph of this paragraph, shall apply.
(93) 5. In the event that the trust assets are at all times integrated by assets, goods, or rights fully identified, regardless of the investment vehicle through which they had been incorporated into the trust, the technical committee must establish methods and internal controls that ensure the provision of updated information regarding the situation, location, and state of the assets affected by the trust, as well as allow the direct and immediate exercise of rights over said assets.
(93) Regarding real estate fiduciary exchange certificates that fall into the situation referred to in the previous paragraph, the maximum level of indebtedness that has been approved by the general assembly of holders in terms of what is provided by paragraph 1.2. of this subsection, which must be revealed in terms of Article 35 Bis 1 of these provisions.
(93) Additionally, it shall be established that, in the event that the issuer exceeds the maximum limit established by the general assembly of holders, no additional liabilities may be assumed against the trust estate until the issuer complies with the stated limit, unless it concerns refinancing operations to extend the maturity of the issuer's indebtedness and the technical committee documents the evidence of such situation. In any case, the result of such refinancing may not imply an increase in the level of indebtedness recorded prior to said refinancing operation.
(93) In the event that the issuer exceeds the limit referred to in this paragraph, the trust estate administrator or the person to whom such functions are entrusted must present a report of such situation to the general assembly of holders, as well as a corrective plan establishing the manner, terms, and, if applicable, deadline for compliance with the limit. Prior to its presentation to the assembly, the plan must be approved by the technical committee within a period not exceeding 20 business days counted from the date the excess of said limit is made known to said committee. In any case, the corrective plan must contemplate what is stated in the preceding paragraph.
(93) The obligation to comply with the debt service coverage ratio determined by the general assembly of holders, at the time of assuming any credit, loan, or financing against the trust estate. This ratio must be calculated in accordance with what is provided in Annex AA of these provisions, with figures as of the close of the last reported quarter. Likewise, the ratio must be disclosed in terms of Article 35 Bis 1 of these provisions.
(93) Additionally, it shall be established that in the event that the debt service coverage ratio determined by the general assembly of holders is exceeded, no additional liabilities may be assumed against the trust estate, unless it concerns refinancing operations to extend the maturity of the issuer's indebtedness and the technical committee documents the evidence of such situation. In any case, the result of such refinancing may not imply a decrease in the calculation of the debt service coverage ratio recorded prior to said refinancing operation.
(93) In the event that the debt service coverage ratio exceeds that determined by the general assembly of holders, the trust estate administrator or the person to whom such functions are entrusted must present a report of such situation to the general assembly of holders, as well as a corrective plan establishing the manner, terms, and, if applicable, deadline for compliance with the limit. Prior to its presentation to the assembly, the plan must be approved by the majority of the independent members of the technical committee within a period not exceeding 20 business days counted from the date the excess of said limit is made known. In any case, the corrective plan must contemplate what is stated in the preceding paragraph.
(93) 6. In the event of issuance under the capital call mechanism, include the following:
(93) 6.1. The express mention of such circumstance.
(93) 6.2. The issuance minutes from which the corresponding title will form part, in which at least the following are stipulated:
(93) 6.2.1. The designation of the person responsible for maintaining a register containing the amount of resources obtained corresponding to the initial minimum contribution and each capital call for each holder of the fiduciary securities.
(93) 6.2.2. The policies, procedures, or mechanisms to carry out the offering of the fiduciary securities, the amount up to which capital calls could be made, the subscription and payment mechanism for the initial minimum contribution, as well as regarding the manner and deadline in which the issuer could exercise the option to make capital calls. The initial minimum contribution may not be less than twenty percent of the total that the issuance may reach.
(93) 6.2.3. The number of days of advance notice that the issuer must give to holders in the event of a capital call, which in no case may be less than 5 business days prior to the date on which the resources should be contributed.
(93) 6.2.4. The conditions for the transfer of the fiduciary securities, if established, which may not absolutely restrict the transfer of the securities.
(93) 6.2.5. The conventional penalties that the issuer will apply in the event that one or several holders of real estate fiduciary securities do not comply in a timely and proper manner with the capital calls, the consequences that will arise for the other holders, as well as the actions that the issuer could exercise regarding the capital call in question. Likewise, the procedure for modifying the aforementioned conventional penalties must be specified.
(93) 6.3. The description of the cash administration systems for handling resources from capital calls that it has.
(93) 6.4. That the general assembly of holders must meet to approve the destination of the resources obtained with each capital call, when they are at least equal to or greater than 20% of the total that the issuance may reach.
(93) 6.5. That authorization may be requested from the Commission to carry out various public offerings until reaching the amount of the original minimum contribution to the trust estate referred to in the Securities Market Law, provided that the manner in which the price at which the certificates will be placed will be calculated is determined in the issuance documents. In any case, the maximum deadline in which the public offerings referred to in this paragraph may be carried out is 1 year, from the date that the initial public offering has been made. When the issuer does not place the amount of the original minimum contribution referred to in Article 64 Bis 2, fraction II of the Securities Market Law, within the deadline established in this subsection, the provisions of Article 14 of these provisions shall apply.
(93) In the event that the Commission has authorized the carrying out of various public offerings referred to in the preceding paragraph, in order to carry out the subsequent offerings to the initial one, the issuer must demonstrate to the Commission that it is current in the delivery of the periodic information referred to in Title Four of these provisions. In these cases, it will not be necessary for the general assembly of holders to approve the subsequent offerings.
(93) The issuer, prior to carrying out the placement of each offering, must communicate to the Commission, 2 business days in advance of the book closing, the characteristics of this offering, as well as present the offering notice referred to in Article 2, fraction I, subsection l), of these provisions.
(93) 6.6. The placement prospectus must expressly mention that it is possible that one or more holders of the fiduciary securities may not cover the capital calls in a timely and proper manner, which could prevent the fulfillment of the business plan and investment schedule. Likewise, it must be clearly established that this risk is additional to those derived from investment in real estate or, from the acquisition of titles or rights of any type on real estate or of titles representing the share capital of companies that invest in real estate.
(93) The duly notarized issuance minutes must be delivered to the Commission, no later than the date of the issuance.
(93) When the issuer has opted to register the securities under the capital call mechanism and intends to increase the amount up to which they could be made, in the event that it has additionally made any capital call, it must present to the Commission a copy of the minutes of the general assembly of holders in which such increase has been approved with at least the consent of 75% of the holders of real estate fiduciary securities.
(93) 7. Regarding certificates that have been offered in restricted public offerings, the right of holders to request from the common representative or the trustee, to have access to information free of charge that the issuer is not obligated to reveal to the public investor in terms of Title Four of these provisions, provided that they accompany their request with the certificate accrediting the ownership of the respective securities, issued by a securities depository institution. Such information must be related to the investments that the issuer intends to make, without prejudice to the provisions on confidentiality and conflicts of interest established in the base documents of the issuance.
(93) 8. The obligation to hire a common representative, specifying their rights and obligations, as well as the terms and conditions under which their removal and the designation of a new one may proceed.
(93) 9. Regarding the trust estate administrator or the person to whom such functions are entrusted:
(93) 9.1. The terms and conditions to which they will be subject in the exercise of their powers of administration and ownership.
(93) 9.2. That the compensation, commission, and incentive scheme is established in such a way as to protect the interests of the holders at all times.
(93) 9.3. Their liability regime, including the payment of damages and losses, unless conventional penalties have been agreed upon.
(93) 9.4. The obligation to deliver to the technical committee, the common representative, and the holders of real estate fiduciary securities who request it, a quarterly report on the performance of their functions, as well as the information and documentation requested in the fulfillment of their functions.
(93) 9.5. The obligation to perform their functions diligently, acting in good faith and in the best interest of the trust and the holders.
(69) b) The draft title referred to in Article 2, fraction I, subsection e), of these provisions, in addition to what is provided by Article 64 of the Securities Market Law, must state that there is no obligation on the part of the issuer to pay a sum of money for the concept of principal and, if applicable, interest. Additionally, it must contemplate that the distribution of profits or losses will be made proportionally to the amount of contributions and that one or more holders may not be excluded from the individual participation that corresponds to them in the profits or losses associated with investments against the trust estate, provided that in the case where they have been issued under the capital call mechanism, for the distribution of profits, the holder in question has also attended to these in a timely and proper manner. Such titles may express nominal value and it must be provided that a minimum number of investors is not necessary for their listing or maintenance of listing on stock exchanges. Likewise, regarding real estate fiduciary securities issued under the capital call mechanism, they must expressly state that in matters not provided for in the title, the provisions of the issuance minutes referred to in subsection a), paragraph 6.2., of this fraction shall apply.
(69) For the case where the issuer intends to assume credits, loans, or financing against the trust estate, by the settlor, trust estate administrator or the person to whom such functions are entrusted, or by the trustee, the draft title must also provide for what is established in paragraphs 4. or 5., of subsection a) of this fraction, as applicable. In these cases, it must also contemplate what is provided in paragraph 4.2., of subsection a) of this fraction.
(69) Likewise, they must present the documentation contained in paragraphs 2., 3., 4., and, if applicable, 1., and 6., of fraction II, subsection b) of this article. In any case, they must present the balance sheet of the trust estate affected.
(69) VIII. Regarding fiduciary securities for investment in energy and infrastructure:
(69) a) The issuance documents must include the following:
(69) 1. That the general assembly of holders must meet, prior to a call made by the trustee or common representative with at least 10 days of advance notice, through the stock exchanges where the certificates trade. Regardless of whether series with limited voting rights are issued, the general assembly of holders shall have the following minimum powers:
(69) 1.1. Changes in the investment regime of the trust estate.
(69) 1.2. The rules for contracting any credit or loan against the trust estate, by the settlor, trust estate administrator or the person to whom such functions are entrusted, or by the trustee.
(72) Such rules must establish the maximum limit of indebtedness and debt service coverage ratio that they intend to assume, which must be calculated in accordance with what is provided in Annex AA of these provisions.
(69) 1.3. The removal and substitution of the trust estate administrator or the person to whom such functions are entrusted, in accordance with the causes established for such effect in the trust contract or the administration contract, with the favorable vote of at least 66% of the fiduciary securities in circulation. In any case, the following removal causes must be incorporated at least:
(69) 1.3.1. Omission in the rendering of accounts of their management.
(69) 1.3.2. For fraud, negligence, or gross fault in their performance.
(69) 1.3.3. For omission in the realization of agreed distributions.
(69) 1.3.4. For serious breaches of their contractual or legal obligations.
(69) 1.4. Any increase in compensation and commission schemes for administration or any other concept in favor of the trust estate administrator or the person to whom such functions are entrusted or members of the technical committee.
(69) 1.5. Modifications to the purposes of the trust or its early termination.
(69) 1.6. The expansions to the issuances that intend to be made, either in the amount or in the number of certificates.
(69) Agreements for the exercise of voting in general assemblies of holders, which contain the purchase or sale options between holders of fiduciary securities for investment in energy and infrastructure or any other agreements related to voting or economic rights regarding the certificates, as well as those made by the members of the technical committee and their respective characteristics, which must be disseminated in the annual report referred to in Article 33, fraction I, subsection b), paragraph 1, without prejudice to the obligation to notify them to the trustee, within the 5 business days following their agreement, so that they are revealed to the public investor through the stock exchanges where the certificates trade.
(69) 2. The following rights of the holders:
(69) 2.1. To judicially oppose the resolutions of the general assemblies of holders, when individually or collectively they represent 20% or more of the number of certificates in circulation, and provided that the claimants have not attended the assembly or have voted against the resolution in question.
(69) 2.2. To exercise liability actions against the trust estate administrator or the person to whom such functions are entrusted for non-compliance with their obligations, when individually or collectively they represent 15% or more of the number of certificates in circulation.
(69) 2.3. To designate a member of the technical committee, by the holding, individually or collectively, of each 10% of the total number of certificates in circulation, unless schemes are agreed that grant the trust estate administrator or the person to whom such functions are entrusted, the settlor, or related persons thereof, the right to designate all members of the technical committee. Such designation may only be revoked by the other holders when the appointment of all members of the technical committee is also revoked; in this case, the replaced persons may not be appointed during the 12 months following the revocation.
(69) When the agreements stipulate the waiver by the holders of exercising their right to appoint a member of the technical committee in terms of what is provided in the preceding paragraph, the provisions for these cases contained in the issuance documents shall apply, and in any case, notification to the trustee or common representative by any means established in said documents shall suffice.
(69) 2.4. To request the common representative to call a general assembly of holders, as well as to postpone by one time, for 3 calendar days and without the need for a new call, the voting on any matter regarding which they do not consider themselves sufficiently informed, when individually or collectively they represent 10% or more of the number of certificates in circulation.
(69) 2.5. To have free of charge and with at least 10 calendar days of advance notice to the general assembly of holders, at the address indicated in the call, the information and documents related to the agenda items.
(69) The issuance documents may provide for the possibility that holders of a specific series expressly manifest in writing their willingness to subordinate the payment of any distribution to which they are entitled, to the payment of the distribution corresponding to the other holders of the same series.
(69) 3. That the technical committee must be composed of a maximum of 21 members, of which at least the majority must be independent. An independent member shall be understood as that person who meets the provisions of Articles 24, second paragraph, and 26 of the Law. Independence shall be assessed with respect to the settlor as well as the trust estate administrator or the person to whom such functions are entrusted.
(69) Members of the technical committee who have a conflict of interest in any matter must abstain from participating and being present in the deliberation and voting of said matter, without this affecting the quorum required for the installation of said committee.
(69) The technical committee shall have the following non-delegable powers:
(69) 3.1. To verify the performance of the trust estate administrator or the person to whom such functions are entrusted.
(69) 3.2. To review the quarterly report that, for this effect, the trust estate administrator or the person to whom such functions are entrusted presents.
(69) 3.3. To request from the trust estate administrator or the person to whom such functions are entrusted, within the deadlines and in the manner established by the technical committee, all information and documentation necessary for the fulfillment of their functions.
(69) 3.4. To request from the trustee or common representative to call a general assembly of holders and ask that points deemed pertinent be inserted in the agenda of said assemblies when they detect serious breaches of the obligations of the trust estate administrator or the person to whom such functions are entrusted.
(69) 4. The technical committee may establish committees to assist in their functions; such committees shall be composed exclusively of independent members of the technical committee itself.
(69) Any member of the technical committee may request that a matter be approved by any of the committees referred to in the preceding paragraph, as well as request the opinion of independent experts in cases where they deem it necessary for the fulfillment of their functions.
(69) The committee responsible for resolving conflicts of interest must approve investments or acquisitions that intend to be made when they represent 10% or more of the trust estate, based on figures corresponding to the close of the immediately preceding quarter, regardless of whether such investments or acquisitions are executed simultaneously or successively in a period of 12 months counted from the time the first operation is concluded, but which could be considered as a single one, and such operations intend to be made with persons who fall into at least one of the two following situations: (i) those related to the societies, trusts, or equivalent vehicles on which the trust makes investments, of the settlor, as well as of the trust estate administrator or the person to whom such functions are entrusted, or (ii) that represent a conflict of interest.
(69) In the event that said committee approves operations carried out with persons related to the trust estate administrator or the person to whom such functions are entrusted or the settlor, it must request from the trustee the publication of a relevant event describing such situation. Likewise, it may
request in writing to the trustee to convene a general meeting of holders to address topics that said committee considers relevant, in which case, the trustee must publish the notice within the 2 business days following receipt of the respective request.
(72) When fiduciary investment certificates in energy and infrastructure are issued in series that grant limited voting rights, or when schemes are agreed upon that grant the trust estate administrator or the person entrusted with such functions, the settlor, or related persons thereof, the right to designate all members of the technical committee, the latter must have at least the committee responsible for resolving conflicts of interest referred to in this paragraph. Otherwise, the operations referred to in the third paragraph of this paragraph must be approved by the technical committee.
(69) 5. That the trust estate must at all times be integrated by fully identified assets, goods, or rights, regardless of the investment vehicle through which they were incorporated into the trust. To this effect, the technical committee must establish methods and internal controls that ensure the availability of updated information regarding the status, location, and condition of the assets affected by the trust, as well as allow the direct and immediate exercise of rights over said assets.
(69) 6. In the event that series are issued that grant limited voting rights, they must stipulate the obligation to pay distributions preferentially to the holders of said series.
(69) 7. The maximum debt level approved by the general meeting of holders in terms of what is provided in paragraph 1.2 of this subsection must be disclosed in terms of Article 35 Bis 1 of these provisions.
(69) Additionally, it will be established that in the event that the issuer exceeds the maximum limit established by the general meeting of holders, no additional liabilities may be assumed against the trust estate until the issuer adjusts to the stated limit, unless it concerns refinancing operations to extend the maturity of the issuer's debt and the technical committee documents the evidence of such situation. In any case, the result of said refinancing cannot imply an increase in the debt level recorded before said refinancing operation.
(69) In the event that the issuer exceeds the limit referred to in this paragraph, the trust estate administrator or the person entrusted with such functions must present to the general meeting of holders a report of such situation, as well as a corrective plan that establishes the manner, terms, and, if applicable, deadline to comply with the limit. Prior to its presentation to the assembly, the plan must be approved by the technical committee within a period not exceeding 20 business days counted from the date the excess to said limit is made known.
In any case, the corrective plan must contemplate what is stated in the previous paragraph.
(73) The obligation to comply with the debt service coverage index determined by the general meeting of holders, at the time of assuming any credit, loan, or financing against the trust estate. This index must be calculated in accordance with what is provided in Annex AA of these provisions, with figures at the close of the last reported quarter. Likewise, the index must be disclosed in terms of Article 35 Bis 1 of these provisions.
(73) Additionally, it must be established that in the event that the debt service coverage index determined by the general meeting of holders is exceeded, no additional liabilities may be assumed against the trust estate, unless
it concerns refinancing operations to extend the maturity of the issuer's debt and the technical committee documents the evidence of such situation. In any case, the result of said refinancing cannot imply a decrease in the calculation of the debt service coverage index recorded before said refinancing operation.
(73) In the event that the debt service coverage index exceeds that determined by the general meeting of holders, the trust estate administrator or the person entrusted with such functions must present to the general meeting of holders a report of such situation, as well as a corrective plan that establishes the manner, terms, and, if applicable, deadline to comply with the limit. Prior to its presentation to the assembly, the plan must be approved by the majority of the independent members of the technical committee within a period not exceeding 20 business days counted from the date the excess to said limit is made known. In any case, the corrective plan must contemplate what is stated in the previous paragraph.
(69) 8. The obligation to hire a common representative, specifying their rights and obligations, as well as the terms and conditions under which their removal and the designation of a new one may proceed.
(69) 9. Regarding the trust estate administrator or the person entrusted with such functions:
(69) 9.1. The terms and conditions to which they will be subject in the exercise of their powers of administration and dominion.
(69) 9.2. That the compensation, commission, and incentive scheme is established in such a way as to protect the interests of the holders at all times.
(69) 9.3. Their liability regime, including the payment of damages and losses, unless conventional penalties have been agreed upon.
(69) 9.4. The obligation to deliver to the technical committee, the common representative, and the holders of fiduciary investment certificates in energy and infrastructure who request it, a quarterly report on the performance of their functions, as well as the information and documentation requested in the fulfillment of their functions.
(69) 9.5. The obligation to perform their functions diligently, acting in good faith and in the best interest of the trust and the holders.
(69) b) The draft title referred to in Article 2, fraction I, subsection e), of these provisions, in addition to what is provided by Article 64 of the Securities Market Law, must stipulate that there is no obligation on the part of the issuer to pay a sum of money for principal and, if applicable, interest. Additionally, it must contemplate that the distribution of profits or losses will be proportional to the amount of contributions and that one or more holders cannot be excluded from the individual participation corresponding to them in the profits or losses associated with investments against the trust estate. Such titles may express nominal value and it must be provided that a minimum number of investors is not necessary for their listing or maintenance of listing on stock exchanges.
(69) Likewise, they must present the documentation contained in paragraphs 2., 3., 4., and, if applicable, 1., and 6., of fraction II, subsection b) of this article. In any case, they must present the balance sheet of the affected trust estate.
(97) IX. Regarding Fiduciary Investment Project Certificates:
(73) a) The issuance documents must contemplate the following:
(73) 1. That they must be offered in restricted public offerings in terms of these provisions.
(73) 2. That the general meeting of holders must meet, upon notice issued by the trustee or common representative with at least 10 days' advance notice, through the stock exchanges where the certificates trade. Regardless of whether they are issued in series with limited voting rights, the general meeting of holders will have the following minimum powers:
(73) 2.1. Approve expansions to the issuances that intend to be carried out, either in amount or in the number of certificates.
(73) 2.2. Remove and replace the trust estate administrator or the person entrusted with such functions.
(73) 2.3. Approve any increase in the compensation or commission schemes of the trust estate administrator or the person entrusted with such functions or members of the technical committee.
(73) 2.4. Approve modifications to the purposes of the trust or its early extinction.
(73) 3. The following rights of the holders:
(73) 3.1. Holders who individually or collectively represent at least 25% or more of the number of certificates in circulation will have the following rights:
(73) 3.1.1. Designate a member of the technical committee. Such designation can only be revoked by the other holders when, in turn, the appointment of all members of the technical committee is revoked; in this case, the replaced persons cannot be appointed during the 12 months following the revocation.
(73) 3.1.2. Request the common representative to convene a general meeting of holders, as well as to postpone by one time, for 3 natural days and without the need for a new notice, the voting on any matter regarding which they do not consider themselves sufficiently informed.
(73) 3.1.3. Oppose judicially the resolutions of the general meetings of holders, provided that the claimants did not attend the meeting or voted against the resolution.
(73) 3.1.4. Exercise liability actions against the trust estate administrator or the person entrusted with such functions for non-compliance with their obligations.
(73) 3.2. Have available to them free of charge and with at least 10 natural days' advance notice to the general meeting of holders, at the address indicated in the notice, the information and documents related to the agenda items.
(73) 4. That the technical committee must be composed of a maximum of 21 members, of which at least the majority must be independent. An independent member will be understood as that person who meets the provisions of Articles 24, second paragraph, and 26 of the Law. Independence will be assessed with respect to the settlor as well as the trust estate administrator or the person entrusted with such functions.
(73) Members of the technical committee who have a conflict of interest in any matter must abstain from participating and being present in the deliberation and voting of said matter, without this affecting the quorum required for the installation of said committee.
(73) Likewise, it must be provided that the technical committee will have the following non-delegable powers:
(73) 4.1. Monitor compliance with what is established in the issuance documents.
(73) 4.2. Propose to the general meeting of holders modifications to the issuance documents.
(73) 4.3. Verify the performance of the trust estate administrator or the person entrusted with such functions.
(73) 4.4. Review the quarterly report that, to this effect, the trust estate administrator or the person entrusted with such functions presents.
(73) 4.5. Request from the trust estate administrator or the person entrusted with such functions, within the timeframes and in the manner established by the technical committee, all necessary information and documentation for the fulfillment of their functions.
(73) 4.6. The majority of the independent members of the technical committee may request:
(73) 4.6.1. From the trustee or the common representative, to convene a general meeting of holders and ask that points they deem pertinent be inserted in the agenda of said meetings.
(73) 4.6.2. From the trustee, the publication of relevant events and other information that, in their judgment, should be known to the public.
(73) 5. Agreements for the exercise of voting in general meetings of holders, which contain the purchase or sale options between holders of fiduciary investment project certificates or any other agreements related to voting or economic rights regarding the certificates, as well as those made by the members of the technical committee and their respective characteristics, which must be disseminated in the annual report referred to in Articles 33, fraction I, subsection b), paragraph 1., without prejudice to the obligation to notify them to the trustee, within the 5 business days following their agreement, so that they are revealed to the investing public through the stock exchanges where the certificates trade.
(73) In the agreements to exercise the voting right of the members of the technical committee, it may be stipulated, among others, to exercise the vote of the non-independent members in the same sense as the vote emitted by the trust estate administrator or the person entrusted with such functions, in case they belong to the technical committee.
(73) When the agreements stipulate the waiver by the holders of exercising their right to appoint a member of the technical committee, what is contemplated for these cases in the issuance documents must be followed, and in any case, notification to the trustee or common representative by any means established in said documents will suffice.
(73) 6. In the event that the resources of the issuance intend to be predominantly used to grant credits, loans, or financing to Mexican companies or to acquire debt securities issued by them, against the trust estate, and additionally intend to contract credits or loans, it must be stated:
(73) 6.1. That the amount of total assets, as defined in Annex AA of these provisions, at no time may be greater than 5 times the book value of the fiduciary investment project certificates issued. In any case, the leverage level must be calculated in accordance with what is provided in said annex and disclosed in terms of Article 35 Bis 1 of these provisions.
(73) Additionally, it will be established that in the event that the issuer exceeds the maximum limit stated in the previous paragraph, no additional liabilities may be assumed against the trust estate until the issuer adjusts to the stated limit, unless it concerns refinancing operations to extend the maturity of the issuer's debt and the technical committee documents the evidence of such situation. In any case, the result of said refinancing cannot imply an increase in the leverage level recorded before said refinancing operation.
(73) In the event that the issuer exceeds the limit referred to in this paragraph, the trust estate administrator or the person entrusted with such functions must present to the general meeting of holders a report of such situation, as well as a corrective plan that establishes the manner, terms, and, if applicable, deadline to comply with the limit. Prior to its presentation to the assembly, the plan must be approved by the majority of the independent members of the technical committee within a period not exceeding 20 business days counted from the date the excess to said limit is made known. In any case, the corrective plan must contemplate what is stated in the previous paragraph.
(73) 6.2. The obligation to comply with a debt service coverage index, at the time of assuming any credit, loan, or financing against the trust estate. This index must be calculated in accordance with what is provided in Annex AA of these provisions, with figures at the close of the last reported quarter and cannot be less than 1.0. Likewise, the index must be disclosed in terms of Article 35 Bis 1 of these provisions.
(73) Additionally, it must be established that in the event that the debt service coverage index is less than 1.0, no additional liabilities may be assumed against the trust estate, unless it concerns refinancing operations to extend the maturity of the issuer's debt and the technical committee documents the evidence of such situation. In any case, the result of said refinancing cannot imply a decrease in the calculation of the debt service coverage index recorded before said refinancing operation.
(73) In the event that the debt service coverage index referred to in this paragraph is less than 1.0, what is provided in the previous paragraph 6.1, last paragraph, will apply.
(73) The technical committee must monitor that mechanisms and controls are established that allow verification that the contracting or assumption of credits, loans, or financings complies with applicable regulations and these provisions.
(73) For the purposes of what is provided in this paragraph, predominance will be understood as at least 70% of the issuance resources. For the case of fiduciary investment project certificates issued under the capital call mechanism, the 70% of resources will be with respect to the maximum amount of the issuance.
(73) It must be provided that in no case can the issuer allocate more than 20% of the trust estate to the acquisition of debt securities registered in the Registry. In these cases, what is provided in paragraph 13 of this subsection will not apply.
(73) In the event that the issuer exceeds the limit referred to in the previous paragraph, what is provided in paragraph 6.1, last paragraph of this subsection, will apply.
(73) 7. In the event of issuance under the capital call mechanism:
(73) 7.1. The express mention of such circumstance.
(73) 7.2. The issuance act of which the corresponding title will form part, in which at least, the following must be stipulated:
(73) 7.2.1. The designation of the person responsible for keeping a record containing the amount of resources obtained corresponding to the minimum initial contribution and each capital call for each holder of the fiduciary investment certificates.
(73) 7.2.2. The policies, procedures, or mechanisms to carry out the offering of the fiduciary investment certificates, the amount up to which capital calls could be made, the subscription and payment mechanism for the minimum initial contribution, as well as regarding the manner and deadline in which the issuer could exercise the option to make capital calls. The minimum initial contribution cannot be less than twenty percent of the total that the issuance can reach.
(82) 7.2.3. The number of days' advance notice that the issuer must give to holders in the event of a capital call, which in no case can be less than 5 business days from the date when the resources should be contributed.
(73) 7.2.4. The conditions for the transfer of the fiduciary investment certificates, if established, which cannot absolutely restrict the transfer of the securities.
(73) 7.2.5 The conventional penalties that the issuer will apply in the event that one or several holders of fiduciary investment project certificates do not comply in time and form with the capital calls, the consequences that will be generated on the other holders, as well as the actions that the issuer could exercise in relation to the capital call in question. Likewise, the procedure for modifying the cited conventional penalties must be specified.
(73) The duly notarized issuance act must be delivered to the Commission, no later than the date of the issuance.
(73) 7.3. The description of the cash administration systems for the management of resources from capital calls that it has.
(73) 7.4. That authorization may be requested from the Commission to carry out various public offerings until reaching the placement of the minimum initial contribution amount, provided that the manner in which the price at which the certificates will be placed is determined in the issuance documents. In any case, the maximum deadline in which public offerings referred to in this paragraph can be carried out will be 1 year, from the date the initial public offering has been made. When the issuer does not place the amount of the original minimum contribution within the deadline established in this subsection, what is provided in Article 14 of these provisions will apply.
(73) In the event that the Commission has authorized the carrying out of several public offers referred to in the preceding paragraph, in order to carry out the subsequent offers to the initial one, the issuer must demonstrate to the Commission that it is up to date in the delivery of the periodic information referred to in Title Four of these provisions. In these cases, it will not be necessary for the general assembly of holders to approve the subsequent offers.
(73) The issuer, prior to carrying out the placement of each offer, must communicate to the Commission, 2 business days in advance of the book closing, the characteristics of this offer, as well as present the offer notice referred to in Article 2, fraction I, subsection l), of these provisions.
(73) 7.5. The placement prospectus must expressly mention that it is possible that one or more holders of the fiduciary securities may not meet the capital calls in time and form, which could prevent the fulfillment of the business plan and investment schedule. Likewise, it must be clearly established that this risk is additional to those derived from investment in activities or projects of several companies or from the acquisition of securities representing the share capital of companies.
(73) When the issuer has opted to register the securities under the capital call mechanism and intends to increase the amount up to which they could be made, in the event that it has additionally made any capital call, it must present to the Commission a copy of the minutes of the general assembly of holders in which such increase has been approved with at least the consent of 75% of the holders of fiduciary securities of investment projects.
(103) 8. In the event that the resources of the issuance are intended to be predominantly invested in collective investment mechanisms not listed on any stock exchange, the warning in terms of what is provided for in the placement prospectus according to Annex H Bis 5 of these provisions must be included, stating that the quarterly financial information referred to in Article 33, fraction II of these provisions may be disclosed, no later than within 20 business days following the end of the quarter subsequent to that to which the information corresponds. Likewise, it must be specified that the annual financial statements or their equivalents referred to in Article 33, fraction I, subsection a), item 3 and the report referred to in Article 33, fraction I, subsection a), item 6, as well as the annual report established in the aforementioned Article 33, fraction I, subsection b), item 1 of these provisions, will be presented, no later than June 30 of each year.
(97) For the purposes of what is provided in this item, predominance will be understood as at least 70% of the resources of the issuance. In the case of Fiduciary Securities of Investment Projects issued under the Capital Calls mechanism, the 70% of the resources will be with respect to the maximum amount of the issuance.
(73) 9. When it is intended to acquire shares or credit titles representing them registered in the Registry or issued by Mexican companies that have been the subject of a public offer abroad, the investments or acquisitions made by the trust must represent at least 20% of the share capital of the company in question.
(73) Shares or credit titles representing them registered in the Registry for a percentage lower than that provided in the preceding paragraph may be acquired, provided that there are co-investment agreements with other investors that allow them to acquire jointly at least 20% of the share capital of the company in question, as well as that the issuer of fiduciary securities of investment projects is part of the administration of the corresponding company.
(73) In the event that the issuer does not comply with the conditions referred to in this item for the purpose of carrying out the acquisitions, what is provided in item 6.1, last paragraph of this subsection, will apply.
(73) 10. The right of holders to request the common representative or the trustee to have access to information free of charge that the issuer is not obligated to reveal to the public investor in terms of Title Four of these provisions, provided that they accompany their request with the certificate accrediting the ownership of the respective securities, issued by any institution for the deposit of securities. Such information must be related to the investments that the issuer intends to carry out, without prejudice to the provisions on confidentiality and conflicts of interest established in the base documents of the issuance.
(73) 11. The obligation to hire a common representative, specifying its rights and obligations, as well as the terms and conditions under which its removal and the designation of a new one may proceed.
(73) 12. Regarding the administrator of the trust assets or whoever is entrusted with such functions:
(73) 12.1. The terms and conditions to which it will be subject in the exercise of its powers of acts of administration and dominion.
(73) 12.2. That the compensation scheme, commissions, and incentives be established in such a way as to protect the interests of the holders at all times.
(73) 12.3. Its liability regime, including the payment of damages and losses, unless conventional penalties have been agreed upon.
(73) 12.4. The obligation to deliver to the technical committee, the common representative, and the holders of fiduciary securities of investment projects who request it, a quarterly report on the performance of its functions, as well as the information and documentation requested in the fulfillment of its functions.
(73) 12.5. The obligation to perform its functions diligently, acting in good faith and in the best interest of the trust and the holders.
(73) 13. The possibility of investing in short-term securities registered in the Registry provided that they are temporary investments made while the investments to which the resources of the issuance are destined are carried out, in accordance with what is established in the placement prospectus.
(73) 14. The periodicity with which the valuation of the certificates must be carried out. In any case, it must be provided that the valuation will be carried out at least once a year.
(73) 15. The policies according to which the trust assets will be invested.
(73) 16. The policies for the acquisition or disposal of assets, goods, or rights.
(73) 17. The policies on transactions with related parties regarding the projects and companies on which the trust makes investments, of the settlor, of the administrator of the trust assets or whoever is entrusted with such functions, as well as of the investor with whom there are co-investment agreements or who could represent a conflict of interest. Such policies must include, at least, the following:
(73) 17.1. The types of projects or companies referred to in subsection b) of this fraction, in which transactions with related parties or with potential conflicts of interest may be carried out.
(73) 17.2. If it will have an analysis or valuation by an independent third party regarding the price or terms of the respective operation. In the event of not having this, the corresponding risk factors must be included in the placement prospectus.
(73) 17.3. The rights and obligations of the parties participating in the respective project or company, as well as the precedence, if any, that exists for the exercise of such rights.
(73) Additionally, it must be provided that in the event that transactions with related parties are intended to be carried out without adjusting to the policies mentioned in this item, prior approval of the general assembly of holders will be required.
(73) 18. The rules for the contracting of any credit or loan charged to the trust assets, by the settlor, administrator of the trust assets or whoever is entrusted with such functions, or by the trustee.
(73) 19. In the event that series are issued that grant limited voting rights, they must record the obligation to pay distributions preferentially to the holders of said series.
(73) 20. In the event that the trust contract provides for the existence of parallel vehicles or co-investment agreements have been entered into with other investors, to invest jointly with the issuer, it must be established that this will have, at least, the same economic and voting rights as those provided for the parallel vehicles or co-investment agreements mentioned above in relation to the investments they carry out jointly.
(73) 21. The characteristics and eligibility criteria of the companies or projects in which the trust will invest. Such documents must contemplate criteria of diversification and degrees of concentration by type of industry and assets subject to investment.
(73) b) The draft title referred to in Article 2, fraction I, subsection e), of these provisions, in addition to what is provided by Article 64 of the Securities Market Law, must record that there is no obligation on the part of the issuer to pay a sum of money for the concept of principal and, if applicable, interest. Additionally, it must contemplate that the distribution of profits or losses will be made proportionally to the amount of contributions and that one or more holders cannot be excluded from the individual participation that corresponds to them in the profits or losses associated with the investments charged to the trust assets, provided that in the case where they have been issued under the capital call mechanism, for the distribution of profits, the holder in question must also have attended to these in time and form. Such titles may express nominal value and it must be provided that it will not be necessary a minimum number of investors for their listing or maintenance of the listing on the stock exchanges. Likewise, regarding fiduciary securities of investment projects issued under the capital call mechanism, they must expressly state that in what is not provided in the title, what is provided in the issuance minutes referred to in subsection a), item 7.2, above, will apply.
(73) In the event that the resources of the issuance are intended to be predominantly destined to grant credits, loans, or financing to Mexican companies charged to the trust assets, and additionally intend to contract credits or loans, the draft title must additionally provide for what is provided in item 6, of the previous subsection a).
(73) Likewise, they must present the documentation contained in items 2, 3, 4, and, if applicable, 1, and 6, of fraction II, subsection b) of this article. In any case, they must present the balance of the assets affected in trust.
(6) Regarding issuers whose purpose is to finance the activities of another entity or legal person that in turn incurs a payment obligation with the issuers themselves derived from the resources obtained, the information and documentation referred to in this article and in Article 2 of these provisions must be additionally provided, depending on the type of security in question, in relation to the entity or legal person that obtains the resources from the placement. The foregoing will not be applicable when it concerns debt issuances guaranteed or guaranteed by a legal person or entity that holds control of the issuer, that such guarantee is irrevocable and for the entire issuance and the opinion issued by the securities rating institution is based exclusively on the credit quality of the guarantor or guarantor, in which case, any information considered relevant in relation to the aforementioned entity or legal person that obtains the resources from the placement must be included in the placement prospectus.
(72) In the cases provided for in fractions II to IX of this article, when the payment obligation that the respective securities back depends totally or partially on an entity or legal person different from the issuer, additionally, the financial information referred to in Article 2, fraction I, subsection f) or Article 3, fraction VII of these provisions, presented in accordance with Articles 78 Bis 1 or 79 of the same provisions, as applicable, must be presented with respect to the latter. Regarding fiduciary securities of development, real estate, or investment projects, the financial information referred to in Article 2, fraction I, subsection f) of these provisions, must be presented in terms of what is provided by Article 78 of these provisions.
(68) Article 7 Bis.- Issuers, in addition to the information and documentation required in accordance with Articles 2, 3, and 4, of these provisions, to obtain registration in the Registry, must present to the Commission, a document with key information for investment, containing the information detailed in Annex H Ter of these provisions.
(54) Preliminary documents with key information for investment, which are presented to the Commission for authorization, may omit information relating to the price, rate, and definitive amounts, as well as that which is only possible to know until the day prior to the start of the public offer.
(54) Issuers that intend to issue debt instruments, with a term equal to or less than 1 year or that request the registration of their securities in the Registry without a public offer intervening, will not be obligated to present the document with key information for investment.
(54) Except as provided by this article, the document with key information for investment will be subject to the same provisions that govern the placement prospectus.
(3) Article 8.- Issuers must provide in their bylaws, regarding variable capital anonymous societies:
(3) I. A fixed minimum capital without right of withdrawal.
(3) II. The stipulation that increases and, if applicable, decreases to the variable portion of the share capital must be approved by the ordinary or extraordinary general assembly of shareholders, as agreed, the corresponding minutes must be notarized in any case, except when it concerns the increases or decreases referred to in Article 56 of the Securities Market Law.
(29) Second paragraph.- Repealed.
(3) What is provided in this article will not be applicable to the issuers referred to in Article 4 of these provisions.
Chapter Two
On Registration without Public Offer
(72) Article 9.- Issuers that intend to obtain the registration of their securities in the Registry, without a public offer intervening for this purpose, must request it from the Commission providing the documentation and information referred to in Article 2, fraction I, except for what is established in subsections k), l) and m), 3, except for what is established in fraction X, 4, and, insofar as applicable, 7, of these provisions. The issuer must deliver the informational brochure in accordance with Annexes H, H Bis, H Bis 1, H Bis 2, H Bis 3, H Bis 4, H Bis 5, I or L, as the case may be, of these provisions, signed by the persons referred to in Article 2, fraction I, subsection m), items 1, to 3, 5, and 6, and 3, fraction X, subsections a), c) and d), of these provisions, as applicable.
(37) Likewise, regarding registrations of securities of debt instruments, structured securities, and asset-backed securities provided that all of these have a term greater than 1 year without a public offer intervening for this purpose, issuers may be subject to the authorization procedure for the formats of informational supplements and notices established in Article 13 Bis of these provisions. In these cases, what is provided by Article 13 Bis 1 of these provisions will also apply to them.
Regarding shares, the Issuer must adapt its bylaws, in accordance with what is provided in the previous Article 8, prior to obtaining their Registration.
Chapter Three
On Preventive Registration
Section I
On Generic Registration
(3) Article 10.- The registration of securities in the Registry in a preventive manner and under the generic modality, will be granted by the Commission in accordance with what is established in Article 93 of the Securities Market Law, it being sufficient for this the prior written communication of the issuer in which it indicates the characteristics of the securities subject to registration.
(3) Under the preventive registration, in its generic modality, issuers may carry out one or more issuances of securities subject to the same and will make known to the Commission, by electronic means, no later than the third business day following that in which an issuance has been carried out, the information indicated in Annex G of these provisions, as well as having made the deposit of the securities in any institution for the deposit of securities when applicable. Once this information is presented, the Commission will proceed to carry out the registration of the securities in the Registry.
Regarding Preventive Registration, in the generic modality, of shares representing the share capital of investment companies of any type, it will be sufficient with the Registration request accompanied by a simple copy of the public instrument in which their bylaws are recorded, and they may likewise carry out one or more issuances of shares under the aforementioned Registration.
(3) Issuers that register their securities preventively, in the generic modality, will not be obligated to present the periodic information referred to in Title Four of these provisions.
Section II
On Preventive Registration of Shares
(3) Article 11.- Issuers may request the Commission to authorize the preventive registration of their shares in the Registry under the prior listing modality, accompanying their request with the documentation referred to in Article 2, fraction I, except for what is established in subsections e), k), l) and item 4 of subsection m), as well as Article 7, fraction I, of these provisions. In any case, the issuer must deliver the informational brochure in accordance with Annexes H or H Bis, as applicable, of these provisions, signed by the persons referred to in Article 2, fraction I, subsection m), items 1, 3, 5 and 6 above and, when applicable, item 2 of the cited subsection m).
The Preventive Registration under the prior listing modality will have the effect of allowing the Issuer to carry out the public offer of the shares subject to said registry act, within an irrevocable period of 2 years. Such offer may be carried out, provided that:
(3) I. From the moment they obtain the authorization of the preventive registration under the prior listing modality, they have complied with the provisions applicable to issuers with securities registered in the Registry referred to in Articles 104 to 106 of the Securities Market Law, adjusting for this to what is provided in Title Four of these provisions.
II. Request the authorization of the documentation referred to in Article 2, fraction I, subsections l) and m) of these provisions, accompanied by the documentation referred to in fraction I, subsections e) and k) of the cited Article 2. Likewise, it must adapt its bylaws in accordance with what is provided in Article 8 of these provisions.
(3) Once the information referred to in the previous fraction II is presented, the Commission will proceed to carry out the registration of the shares in the Registry.
In the event that the Issuer that has obtained the Registration referred to in this article, does not provide in the terms and conditions indicated in Title Four of these provisions, the annual or quarterly information referred to, the Commission, prior to hearing the interested party, will cancel said Registration.
Likewise, the Issuer may request the Commission to cancel the Preventive Registration in question.
Article 12.- The Stock Exchange must provide the measures that are appropriate for the establishment of the corresponding listing of Issuers, with the same effects of the Preventive Registration referred to in the previous article.
Section III
On Preventive Registration of Securities to be Issued Under the Coverage of Placement Programs
(51) Article 13.- Issuers may request the Commission for the preventive registration of securities in the Registry, under the modality of placement program, with the object of having the possibility of issuing and placing different classes of securities, successively during a term and for a determined amount, with or without revolving, provided that they adjust to what is provided in this article.
(54) For the purposes of obtaining the registration referred to in the preceding paragraph, issuers must indicate the total amount of the issuance as well as, if applicable, the maximum number of securities to be registered in the Registry under the program, as the case may be, broken down by class of security, accompanying the documentation referred to in Articles 2, 3, 4, 7 and 7 Bis, of these provisions, as applicable. Regarding securities with a term greater than 1 year, in which there is no initial placement, they will not be obligated to present the documentation indicated in Article 2, fraction I, subsections e), k) and l), nor that indicated in Article 7, fraction III.
(51) The term of the program may be up to five years. In any case, issuers in the issuance and placement of their securities must adjust to the provisions that are applicable on the date of the issuance.
(51) The placement prospectus, the independent legal opinion, and the opinion of the stock exchange, must refer to the placement program, as well as to the different classes of securities that are intended to be issued under said program.
(51) The placement prospectus must comply with the requirements established in the instructions for the preparation of placement prospectuses that correspond according to the class of securities that are intended to be issued and that are contained in the annexes of these provisions. Additionally, issuers must update the corresponding prospectus in all its chapters, if having passed 1 year from the date of its publication or, from its last update, it carries out a new issuance at
coverage of the program, except for issuers who are current in the delivery of periodic information referred to in Title Four of these provisions.
(54) Issuers, prior to carrying out the placement of the securities corresponding to each issuance, must request authorization for the notice and the informational supplement referred to in Articles 2nd, fraction I, subsections l) and m) or 3rd, fraction X, of these provisions, as applicable. They must also accompany the documentation referred to in Articles 2nd, 3rd, 4th, 7th, and 7th Bis, of these provisions, relative to the class of security to be issued in such placement and which was not presented at the time of requesting the preventive registration of the securities under the placement program modality. Additionally, they must present the opinion and letter referred to in Article 7th, fractions II, subsection b) numeral 5, and III, first and second paragraphs, of these provisions, in the event of issuing the securities referred to in said article.
(51) When the terms under which the legal opinion of the program was granted are modified, the issuer must present a new independent legal opinion prior to carrying out additional placements under the program.
(51) In the event that the issuer does not carry out the first placement of any of the securities registered under the corresponding program, within an unextendable period of 2 years counted from the date the preventive registration of the securities is granted, such registration shall become void. Once the corresponding placement has been carried out, the Commission will proceed to effect the registration of the securities in the Registry.
(51) Issuers must comply with the delivery of information referred to in Articles 104 to 106 of the Securities Market Law, adjusting for this purpose to what is provided in Titles Four and Five of these provisions, from the moment they obtain authorization for the preventive registration of the respective placement program; otherwise, the registration will be cancelled.
(53) Article 13 Bis.- Issuers that request the Commission for the preventive registration of securities under the terms provided by Article 13 of these provisions, may simultaneously request authorization for the formats they will use as informational supplements and notices referred to in Articles 2nd, fraction I, subsections l) and m) or 3rd, fraction X, of this instrument, as well as for the format they will use as a key investment information document, in accordance with the guidelines for the preparation of placement prospectuses corresponding to the class of security to be placed, contained in these provisions. The foregoing shall equally apply to the authorization to place securities in series referred to in Article 9th, second paragraph, of these provisions.
(51) The formats of informational supplements and notices authorized under this article may be used in each of the placements of each issuance carried out under the program or under the authorization for registration to place securities in series, without requiring further authorization from the Commission. Without prejudice to the foregoing, issuers must deliver to the Commission the documentation referred to in the sixth paragraph of the previous Article 13 and keep it available to the investing public, for at least two business days prior to the fixing of the price or closing of the book, as an exception to what is established in Article 23 of these provisions.
(51) For the purposes of obtaining the authorization referred to in this article, issuers and, where applicable, the settlor, administrator, or assignor of the assets affected in the trust, as well as guarantors, sureties, or any third party from whom there is partial dependence, provided they are also issuers, must declare that they comply with the following fractions, at the time of requesting the preventive registration of their securities, or the registration of securities issued in series:
(79) I. Have securities registered in the Registry with a term greater than one year;
(37) II. Have complied with the maintenance requirements for their securities established in the internal regulations of the Stock Exchange;
(51) III. Have complied in a timely and proper manner with payment obligations arising from securities registered in the Registry;
(37) IV. Have not received from the Stock Exchange the imposition of any disciplinary or corrective measure, and
(51) V. The issuer, members of the board of directors, or relevant executives have not been sanctioned for serious violations of the Securities Market Law and general provisions derived from it, or be considered a repeat offender under the terms provided by said legal order.
(51) The circumstances indicated in the previous fractions must be accredited with respect to the two immediate years prior to the date of presentation of the corresponding authorization request. Without prejudice to the foregoing, in each placement carried out under the placement program or in each series issuance of authorized securities, issuers must declare that they continue to comply with the content of the fractions of this article, and include on the cover of the corresponding informational supplement or notices, the following declaration, signed by the persons indicated in Article 2nd, fraction I, subsection m), of these provisions, as applicable to them:
(37) “We also declare that as of the date of presentation of this corresponding informational supplement or notice and based on the information available to us, to the best of our knowledge and belief, the issuer meets the circumstances contained in Article 13 Bis of the “General Provisions Applicable to Securities Issuers and Other Market Participants” published in the Official Journal of the Federation on March 19, 2003, and its respective modifications.”
(52) In placements carried out under this article, there may be no partial dependence on a third party other than that with respect to which information was revealed in the placement prospectus presented in the corresponding authorization request.
(37) Issuers that have carried out during the immediate previous fiscal year or during the subsequent interim periods prior to the placement date, corporate restructuring, or intend to conclude a corporate restructuring with the resources obtained from the issuance, must suspend the use of the formats of informational supplements and notices referred to in this article, until they disclose to the general public the information referred to in Article 35 or, where applicable, the penultimate paragraph of subsection f), of fraction I, of Article 2nd, or the antepenultimate paragraph of fraction V, of Article 4th, of these provisions, as applicable.
(51) Issuers that have an authorized placement program under the terms of Article 13 of these provisions, may during the validity of the program or the term of the authorization to place securities in series, request the authorization referred to in this article; likewise, in such case, they may also request authorization to modify the formats of informational supplements and notices. In the latter case, it shall suffice for the issuer to declare to the Commission in the respective request that it meets the circumstances indicated in this article.
(51) Article 13 Bis 1.- The Commission may cancel the preventive registration granted under Article 13 of these provisions, or the authorization to place securities in series, when issuers who have obtained the authorization of the previous Article 13 Bis cease to update any of the requirements provided in fractions I to V of said article at any time, or when they fall under the circumstance referred to in the penultimate paragraph of such article and have not disclosed the information referred to therein.
(37) In these cases, issuers may not again request the Commission for authorization of the formats of informational supplements and notices under the terms provided in Article 13 Bis of these provisions, until two years have elapsed counted from the corresponding cancellation, regardless of any sanctions that may apply.
Chapter Four
On the Update, Taking Note, and Cancellation of Registration
Section I
On the Update of Registration and Taking Note
(107) Article 14.- Issuers must request the Update of registration in the Registry and taking note, in accordance with the following:
(107)
I. With respect to the Update of registration of shares or credit instruments representing them, when it concerns increases, decreases, or any kind of transformation in capital, in the number, class, or series of shares, the corresponding request must be presented to the Commission duly integrated in accordance with the following information and documentation:
(36) a) That indicated in Articles 2nd, fraction I, subsections b) and d), 4th, fractions II and IV, and 7th, fraction I, subsection a), of these provisions.
b) Copy of the provisional title to be deposited in substitution for the previous one in a securities depository institution.
(107) c) The legal opinion referred to in Articles 2nd, fraction I, subsection h), or 4th, fraction VI, of these provisions, as applicable, as well as the document provided by Article 87, third paragraph, of these provisions, signed by the lawyer referred to in said article.
(107) In the event that a Public Offering of the shares subject to the Update of registration is intended to be carried out, the information referred to in Article 2nd, fraction I, subsections k), l), and m), of these provisions must be presented additionally.
(107)
II. With respect to the Update of registration of debt instruments, Structured Securities, optional titles, and fiduciary titles on assets other than shares, the corresponding request must be presented to the Commission accompanied by the documentation indicated in Article 2nd, fraction I, subsection b), of these provisions, as well as the draft minutes of the holders' assembly of the Securities and the other documents or minutes in which the characteristics of the Securities are recorded. The holders' assembly minutes need not be presented, in the case that it is provided in the corresponding title or issuance minutes that the increase in debt titles will not require the holding of such holders' assembly.
(107) Likewise, the legal opinion referred to in Articles 2nd, fraction I, subsection h), or 4th, fraction VI, of these provisions, as applicable, must be presented, as well as the document provided by Article 87, third paragraph, of these provisions, signed by the lawyer referred to in said article, in the case that substitution of the title in question proceeds, as well as a copy of the provisional title to be deposited in a securities depository institution.
(107) For the Update of registration of fiduciary stock certificates for development, real estate, investment in energy and infrastructure, or investment projects, the corresponding request must be presented to the Commission accompanied by the documentation indicated in Article 2nd, fraction I, subsection b), of these provisions. What is provided in this paragraph shall not be applicable if the Update of registration consists of modifying the number, class, or series of such Securities derived from Capital Calls, in which case they must merely notify the Commission no later than the third business day following the end of the term to attend the Capital Call. Once notified, the Commission will proceed to update the registration of the Securities.
(107)
Likewise, a notice for informational purposes must be presented that includes the general characteristics of the Securities and the corresponding update, in which, where applicable, the credit rating granted by at least one rating agency is confirmed. The notice must contain as an annex the documents referred to in the previous paragraphs.
III. With respect to Taking Note, the corresponding request must be presented to the Commission, specifying the modification that must be made in the corresponding registry entry and, where applicable, a copy of the shareholders' assembly minutes, board of directors agreement of the Issuer, technical committee of the trust, or holders' assembly, in which the corresponding modification has been agreed upon.
(107) Issuers that request taking note to establish that their Securities may only be acquired by Institutional Investors or Qualified Investors to participate in restricted public offerings, must demonstrate to the Commission that, at the time of presentation of the request, only such investors are holders of said Securities. Once the taking note is effected, what is provided in these provisions for Restricted Public Offerings shall apply to them.
(107) The Commission will proceed to the Update of registration, without a request being made for this purpose, when Issuers of fiduciary stock certificates for development or real estate fail to place the minimum initial contribution amount within the term established in Article 7th, fractions VI, subsection a), numeral 5.5., VII, subsection a), numeral 6.5., and IX, subsection a), numeral 7.4., of these provisions.
(54) Article 14 Bis.- Issuers that have placed their securities through a restricted public offering may request the Commission for the update of registration of said securities so that they may be acquired by any class of investor, provided that at the time of the respective request, they prove that the information disclosure referred to in Article 33, fraction I, subsection b), of these provisions, as well as fraction II of said article, with the periodicity indicated in such provision, was carried out as if it were a public offering that was not restricted. Additionally, they must prove compliance with the other requirements established in Article 14, fraction I, of these provisions.
Section II
(79) On the Cancellation of Registration and the Cancellation of Stock Exchange Listing
Article 15.- Issuers that request the cancellation of Registration of their securities in the Registry, must comply with the following:
I. Present a request for cancellation of Registration, containing information relative to the security, as well as the reason for the cancellation.
II. Regarding shares, additionally:
(3) a) Comply with what is provided by Article 108, fraction II, of the Securities Market Law and, where applicable, with what is provided by the following Fifth Chapter.
(28) The foregoing, except in the circumstances contained in Article 15 Bis of these provisions.
b) Present a copy of the extraordinary shareholders' assembly minutes indicating the registration data in the Public Commerce Registry or proof of procedure in said Registry, containing the determination to carry out the cancellation of Registration of shares representing the social capital of the Issuer.
c) In the case of Issuers referred to in Article 4th of these provisions, resolution or agreement of the competent social body, which determines to carry out the cancellation of Registration, with its corresponding translation into Spanish by an expert translator.
III. Regarding debt instruments, additionally to what is provided in fraction I of this article:
a) Certificate of no debts or total or partial amortization, issued by a securities depository institution or liquidating agent or, where applicable, copy of the cancelled title.
Regarding programs with issuances with a term equal to or less than 1 year, the certificate must be presented with respect to the issuance corresponding to the last maturity.
b) In the event of matured and unpaid instruments, copy of the holders' assembly agreement determining the registry cancellation.
(72) IV. Regarding fiduciary stock certificates for development, real estate, investment in energy and infrastructure, or investment projects, additionally comply, where applicable, with what is provided by Article 108 of the Securities Market Law and with what is provided by Chapter Five of these provisions.
(87) Article 15 Bis.- Issuers that request the cancellation of titles representing their social capital in the Registry, are exempt from carrying out the public acquisition offer in accordance with what is provided by fraction II of Article 108 of the Securities Market Law, provided they fall under any of the following circumstances:
(28) I. Prove to the Commission that they have the consent of shareholders representing at least 95% of the social capital of the company, granted by assembly agreement and that the amount to be offered for the shares placed among the general investing public is less than 300,000 investment units.
(28) Likewise, said companies must constitute the trust referred to in the last paragraph of fraction II of Article 108 of the Securities Market Law, as well as notify the cancellation and constitution of said trust through SEDI. What is stated above shall be applicable to ordinary participation certificates on shares, as well as to titles representing two or more shares of one or more share series of the same company.
(28) II. Have resulted merged with another public limited company, provided that the merging public limited company proves to the Commission compliance with any of the following requirements:
(28) a) Have carried out a mandatory public acquisition offer on 100% of the shares representing the social capital of the merged public limited company, in accordance with what is provided in Article 98 of the Securities Market Law.
(28) b) Have obtained the authorization provided in Article 102, fraction VI, of the same Law, through which an exception is granted to carry out a mandatory public acquisition offer.
(89) Second paragraph.- Repealed.
(88) III. It concerns companies of foreign nationality referred to in Article 4th of these provisions that intend to obtain the listing of titles representing their social capital in the international quotation system established by stock exchanges, and demonstrate to the Commission the following:
(88) a) Have the prior resolution or agreement of the competent social body, which determines to carry out the cancellation of registration in the Registry.
(88) b) Have accredited to the corresponding stock exchange, compliance with the circumstances referred to in the Securities Market Law for the purposes of listing in the international quotation system.
(88) The authorization granted by the Commission to cancel the registration of the securities in the Registry is conditioned on obtaining the listing of the securities of the foreign nationality company in the international quotation system of the stock exchanges.
The Commission, in the respective authorization, will order the foreign nationality company to publish a notice for informational purposes in SEDI at least 20 business days prior to the date on which the listing in the international quotation system of the corresponding stock exchange is intended to be obtained, which includes the general characteristics of the securities, consequences for the investor of maintaining securities listed in said system, as well as the causes for which the listing of the securities in the international quotation system could be cancelled, the differences with respect to the issuer's obligations, and the availability of its information.
(88) The Commission must indicate in the respective authorization that this shall take effect at the end of the auction session on the business day preceding the date set by the exchange to initiate the validity of the listing in the international quotation system.
(88) The trust referred to in Article 108, fraction I, subsection c) of the Securities Market Law, shall be constituted in the following events: i) in the case of mergers referred to in the preceding fraction II, if any investor in the merged stock corporation has not received the shares corresponding to them as a result of the execution of the merger agreements; at all times, the resources or shares affected must be sufficient to respond to the same exchange ratio established in the merger, and ii) in the case of societies referred to in the preceding fraction III, when the society has issued titles representing its share capital that are not deposited in a national or foreign securities depository institution.
(88) At all times, the affected resources must be sufficient to acquire the shares at the price calculated in terms of Article 108, fraction I, subsection b) of the Securities Market Law.
(87) The provisions in fractions I and II of this article shall not apply to foreign nationality societies referred to in Article 4 of these provisions.
(80) Article 15 Bis 1.- Issuers that intend to cancel the listing of any or all of their securities on an exchange with the purpose of listing them on another, must be current in the delivery of periodic information referred to in Title Four of these provisions, comply with the requirements determined by the exchanges in their internal regulations, as well as adhere to the following:
(92) I. Have prior approval, as appropriate:
(92) a) From the general manager or equivalent who exercises those powers, unless their corporate bylaws provide that it corresponds to their board of directors.
(92) b) From the technical committee of the relevant trust or, in case of not having such a committee, from the settlor or the administrator of the trust assets.
(92) c) From the public servant of the federal public administration, the federal entity, or the municipality, authorized to contract credits or to sign credit titles or securities representing them, unless, in accordance with the internal regulations or applicable legislation, it is provided that such power corresponds to another administrative instance, the local legislature, or the city council, as appropriate.
(80) II. Submit on the same date both the request for cancellation of listing on the exchange where their values are listed, as well as the request for listing of these on another exchange, with at least ten business days' advance notice to the date scheduled for the cancellation and new listing of values to take effect.
(80) III. Request the Commission to take note of the cancellation and new listing of values, in accordance with Article 14, fraction III of these provisions, on the same date that the requests referred to in the preceding fraction II are presented.
(80) IV. Publish the relevant event referred to in Article 50, fraction III, subsection j) of these provisions, on the day that the board of directors, the technical committee of the trust, the local legislature, or city council, as appropriate, resolves to cancel the listing of the values on the exchange where they are listed. Likewise, publish the relevant event referred to in the mentioned article, on the day they receive the favorable opinion of the exchange where they will list any or all of their values in accordance with what is provided by Article 89, second paragraph of the Securities Market Law.
(80) V. Make available to the public through the SEDI of the exchange where the new listing of the values takes place, no later than the same day they receive their favorable opinion, that information presented during the last three years in accordance with Title Four of these provisions.
(80) In the case of issuers that have been presenting periodic information for less than three years in terms of Title Four of these provisions or whose values have been listed for less than three years, they must make available to the public through the SEDI of the corresponding exchange the definitive information and documentation they have presented for obtaining the original listing of said values, as well as that which they have been obliged to reveal to the public from that date in accordance with Title Four of these provisions.
(80) The exchange that receives the request for cancellation of the listing of any or all of the values of an issuer referred to in fraction II, must communicate the respective cancellation to the issuer, indicating that this shall take effect at the end of the auction session on the business day preceding the date set by the other exchange to initiate the validity of the listing of values in it. For the purposes of the foregoing, the exchange to which the new listing is requested must communicate its resolution to both the issuer and the other exchange.
(108) Article 15 Bis 2.- The Commission, prior to the right of hearing of the Issuer, may cancel the Registration of the Values and may exempt the Issuer from carrying out a public acquisition offer, when the listing of the Values is suspended. The cancellation of the Registration of the Values shall be subject to the rules provided in Article 108, fraction I, subsections b) and c) of the Securities Market Law.
(108) In the event that, in addition to the aforementioned suspension, the Issuer is in any of the following situations, the Commission may exempt the obligation to comply with the rules provided in Article 108, fraction I, subsections b) and c) of the Securities Market Law:
(108) I. Declaration of bankruptcy;
(108) II. Judicial or forced liquidation;
(108) III. Proven insolvency that makes it impossible to comply with subsections b) and c) of fraction I of Article 108 of the Securities Market Law.
Chapter Five
Of the public purchase offer
(6) Article 16.- Requests to obtain authorization for a public offer of acquisition of securities, voluntary or forced, in addition to what is provided by Article 96 of the Securities Market Law, must be presented to the Commission duly integrated in accordance with Annex A-1 of these provisions, accompanied by the following information and documentation:
(70) I. Repealed.
II. In its case, public instrument or certified copy containing the general or special power of attorney of the representative of the offeror, with the registration data in the Public Commerce Registry, as appropriate. In the case of legal entities, additionally, a certificate signed by the secretary of the board of directors authenticating that the powers of the legal representative have not been revoked, modified, or limited as of the date of presentation of the request.
III. In its case, a copy authenticated by the secretary of the board of directors of the minutes of the shareholders' meeting or the agreement of the board of directors of the offeror, which determines to carry out the public purchase offer.
(6) IV. Preliminary information brochure containing the information detailed in Annex K of these provisions, considering for its elaboration, as appropriate, what is established in Articles 97, 98, and 108 of the Securities Market Law. Said information brochure must provide for the right in favor of persons who have accepted the offer, to decline their acceptance without any penalty, in the event that modifications to the offer are made that are relevant in the judgment of the Commission in terms of fraction III of Article 97 of said legal instrument, or when another or other competitive offers are presented under better conditions. Under no circumstances may this right be waived or prohibited.
(7) The aforementioned information brochure may establish that the consideration offered may be settled in whole or in part in cash or with securities. In the latter case, the consideration must be precise regarding the type of securities offered in exchange, as well as the procedure to calculate the exchange value.
(6) Likewise, the preliminary information brochure presented to the Commission for its authorization may omit information relating to the definitive price and amount, as well as that which is only possible to know until the day prior to the start of the public acquisition offer, being initialed on all its pages by the offeror or their legal representative and signed on the final page by the offeror or their legal representative and by the legal representative of the intermediary who has a general or special power of attorney sufficient to bind the latter, at the foot of the legend provided in the penultimate paragraph of this fraction.
(6) The information brochure used for dissemination to the general public must be signed on the final page by the offeror or their legal representative and by the legal representative of the intermediary who has a general or special power of attorney sufficient to bind the latter, at the foot of the following legend:
"The undersigned declares under oath that they have no knowledge of relevant information that has been omitted or falsified in this information brochure in connection with the public purchase offer or that contains information that could mislead the public."
(68) No later than the day of the start of the public offer in question, 2 printed copies of the information brochure must be delivered to the Commission.
V. In its case, a copy of previous contracts, acts, or agreements with other buyers, shareholders, and directors of the Issuer, related to it, its shares, or the purchase offer, also manifesting the existence of facts or verbal agreements and their result, regarding this.
VI. Draft intermediation contract to be signed between the offeror and the intermediary, through which the purchase offer will be carried out.
The copy of the intermediation contract must be delivered to the Commission no later than the day the public offer in question begins.
VII. Draft public offer notice with the information contained in the cover of the information brochure referred to in fraction IV of this article.
The public offer notice presented to the Commission for its authorization may omit information relating to the definitive price and amount, as well as that which is only possible to know until the day prior to the start of the public offer.
VIII. In its case, opinion issued by an Independent Expert on whether the offer price is fair.
(3) In the case of public purchase offers whose purpose is the cancellation of the registration of shares in the Registry, in the information brochure referred to in fraction IV of this article, the terms and conditions of the trust referred to in Article 108, fraction I, subsection c) of the Securities Market Law must be revealed.
(7) Article 16 Bis.- The person or group of persons offering who intend to obtain control of an issuer through the realization of a public acquisition offer for a percentage lower than that indicated in fraction III, subsection b) of Article 98 of the Securities Market Law, must integrate their request to obtain the corresponding authorization, in accordance with Article 99 of said legal instrument. In the event that the Commission grants such authorization, the issuer must reveal to the public investor the approval of the board of directors referred to in said Article 99 as a relevant event.
(7) Article 16 Bis 1.- The person or group of persons who, through the celebration of a public acquisition offer for less than 100% of the share capital, voluntary or forced, causes less than 12% of the paid share capital of the issuer to remain among public investors, in accordance with the information the issuer provides to the offeror or group of offerors, will be obliged to expand the offer or to carry out a second public acquisition offer within a period of 30 natural days, in both cases, up to 100% of the share capital of the issuer under the same conditions in which the original public offer was celebrated.
(7) The offeror must provide in their information brochure what is established in the preceding paragraph.
(7) In the event that the offeror does not expand their public offer or does not carry out a second offer in terms of what is provided in this provision, the provisions of Article 103 of the Securities Market Law shall apply.
(5) Article 17.- Repealed.
(72) Article 17 Bis.- Requests to obtain authorization for a voluntary public acquisition offer of fiduciary development certificates, real estate, energy and infrastructure investment, or investment project certificates, in addition to what is provided in Article 96 of the Securities Market Law, must be presented to the Commission duly integrated in accordance with Annex A-1 of these provisions, accompanied by the following information:
(70) I. Repealed.
(44) II. In its case, public instrument or certified copy containing the general or special power of attorney of the representative of the offeror, with the registration data in the Public Commerce Registry, as appropriate. In the case of legal entities, additionally, a certificate signed by the secretary of the board of directors authenticating that the powers of the legal representative have not been revoked, modified, or limited as of the date of presentation of the request.
(44) III. In its case, a copy authenticated by the secretary of the board of directors of the minutes of the shareholders' meeting or the agreement of the board of directors of the offeror, which determines to carry out the public purchase offer.
(44) IV. Preliminary information brochure containing the information detailed in Annex K of these provisions, considering for its elaboration, as appropriate, what is established in Article 97 of the Securities Market Law. Said information brochure must provide for the right in favor of persons who have accepted the offer, to decline their acceptance without any penalty, in the event that modifications to the offer are made that are relevant in the judgment of the Commission in terms of fraction III of Article 97 of said legal instrument, or when another or other competitive offers are presented under better conditions. Under no circumstances may this right be waived or prohibited.
(44) The aforementioned information brochure may establish that the consideration offered may be settled in whole or in part in cash or with securities. In the latter case, the consideration must be precise regarding the type of securities offered in exchange, as well as the procedure to calculate the exchange value.
(44) Likewise, the preliminary information brochure presented to the Commission for its authorization may omit information relating to the definitive price and amount, as well as that which is only possible to know until the day prior to the start of the public acquisition offer.
(44) The information brochure used for dissemination to the general public must be signed on the final page by the offeror or their legal representative and by the legal representative of the intermediary who has a general or special power of attorney sufficient to bind the latter, at the foot of the following legend:
(44) "The undersigned declares under oath that they have no knowledge of relevant information that has been omitted or falsified in this information brochure in connection with the public purchase offer or that contains information that could mislead the public."
(69) No later than the day of the start of the public offer in question, 2 printed copies of the information brochure must be delivered to the Commission.
(44) No later than the day of the start of the public offer in question, 2 printed copies of the information brochure must be delivered to the Commission.
(44) V. In its case, a copy of previous contracts, acts, or agreements with other buyers and holders of securities of the issuer or the purchase offer, also manifesting the existence of facts or verbal agreements and their result, regarding this.
(44) VI. Draft intermediation contract to be signed between the offeror and the intermediary, through which the purchase offer will be carried out.
(44) The copy of the intermediation contract must be delivered to the Commission no later than the day the public offer in question begins.
(44) VII. Draft public offer notice with the information contained in the cover of the information brochure referred to in fraction IV of this article.
(44) The public offer notice presented to the Commission for its authorization may omit information relating to the definitive price and amount, as well as that which is only possible to know until the day prior to the start of the public offer.
Chapter Six
Other provisions applicable to Registration and public offer of securities
(36) Article 18.- Issuers or, as appropriate, the offeror, must publish on the SEDI before the start of the trading session in Mexico, on the date of price fixing or book closing, and daily, during the validity of the offer and on the settlement date, the public offer notice referred to in Articles 2nd, fraction I, subsection l) and 16, fraction VII of these provisions.
(72) Brokerage houses must inform the start of a public offer to their clients when it concerns shareholders of the issuer and holders of fiduciary development certificates, real estate, indexed, energy and infrastructure investment, or investment project certificates, when such shares or values are the subject of such public offer.
Article 19.- Issuers, securities market intermediaries, shareholders, or any other person, in the dissemination of information through any mass communication medium that, for promotion and advertising purposes regarding securities, they carry out on the occasion of public offers, must comply with the following:
I. Obtain prior authorization from the Commission.
II. Disseminate the information in question, after the prospectus or information supplement has been disclosed in terms of Article 23 of these provisions.
(3) III. That the information includes, at least, the name of the issuer, type of values, and name of the placing intermediary to whom more information can be requested, as well as the mention referred to in Article 86, penultimate paragraph of the Securities Market Law.
IV. That it only reveals information contained in the placement prospectus, brochure, or information supplement. In all cases, the information must be clear, objective, and truthful.
V. That the information contains the Commission's authorization number, as well as a legend indicating that all Relevant Information of the Issuer, especially that relating to risk factors, is contained in detail in the placement prospectus or information supplement, to which they can have access through the electronic page on the worldwide network (Internet) of the Exchange where they intend to quote their values.
(79) VI. Regarding restricted public offerings, information and documentation for promotional, marketing, or advertising purposes regarding the securities subject to the restricted public offering must prominently state that the investors to whom the offering is directed are institutional and qualified investors eligible to participate in restricted public offerings.
(53) Information disseminated through telephone conferences, stock exchanges meetings, or presentations, including that transmitted through the worldwide electronic network known as the Internet, will not require authorization by the Commission; however, in all cases, it must comply with the provisions of fractions II and IV above, and as applicable, fraction VI of this article, and the material presented or distributed must be sent to the Commission.
(67) Article 19 Bis.- Regarding societies of foreign nationality, trusts, or any other vehicle for the issuance of securities authorized or registered in an external securities market recognized with which the stock exchanges have entered into an agreement, whose public offerings have been recognized by the Commission, upon the occasion of the public offering they have carried out, they must inform the investing public, with the same opportunity and periodicity through the site of the electronic page on the worldwide network (Internet) that the exchanges enable for such effect, the financial, economic, accounting, and administrative information that they present to the dependency or organism with functions equivalent to those of the Commission in their country of origin or to the foreign exchange where their securities are traded.
(67) In all cases, they must transmit to the exchanges and on the same date to the Commission via STIV-2, at least the following information:
(67) I. The suspension or cancellation of the quotation of their securities that the stock exchange in their country of origin has decreed, as well as when such suspension of securities has been lifted.
(67) II. The cancellation of the registration of their securities by the dependency or organism with functions equivalent to those of the Commission of their country of origin.
(67) III. The imposition of sanctions by the dependency or organism with functions equivalent to those of the Commission or the stock exchange of their country of origin.
Article 20.- The brokerage house acting as Placement Intermediary for the securities subject to the public offering, except in the case of debt instruments with a term equal to or less than 1 year, must inform the Commission, the Exchange, and the corresponding Issuer, no later than 5 business days immediately following the settlement of the placement operation, the number of acquirers, as well as the degree of diversification of holdings of the securities that had been placed in the Exchange, using for such effect the model form attached to these provisions as Annex M.
In the case of placement operations in which more than one brokerage house participates, the obligation contained in this article shall be understood to refer to the brokerage house acting as Placement Intermediary, so that the other brokerage houses must deliver the respective information to the latter, no later than the third business day immediately following the settlement of the placement operation.
For its part, the Issuer must send to the Exchange via SEDI the information obtained from the brokerage house that acted as Placement Intermediary, regarding the number of acquirers, as well as the degree of diversification of holdings of the titles that had been placed in the Exchange, no later than the business day immediately following that in which it receives it.
(68) Regarding shares, credit titles representing shares, and fiduciary development, real estate, indexed, or investment in energy and infrastructure stock certificates, the placement intermediary must inform the Commission and the corresponding stock exchange, prior to the celebration of the placement operation, the number of investors who have accepted the offer and can be considered as the general public investor.
(99) Article 21.- Requests for registration and preventive registration under any of its 3 modalities, update of registration, taking of note, cancellation, and, if applicable, approval of public offer of acquisition or alienation of the securities and the notifications of offers abroad referred to in this Title, as well as the dissemination of information for promotional, marketing, or advertising purposes regarding securities and the documentation and information accompanying said requests, must be presented to the Commission electronically, via STIV, in the form and terms established by Annex R of these provisions. Regarding shares; credit titles representing them; fiduciary development, real estate, indexed, investment in energy and infrastructure, or investment project stock certificates; optional titles and debt instruments that must be issued based on an issuance deed, a copy of the request and the documentation and information indicated must additionally be presented.
(70) Second paragraph.- Repealed.
Issuers or offerors must present the requests duly integrated with the required information and documentation, at least 20 business days in advance of the projected date for the realization of the public offering or listing of the securities in question. Regarding debt instruments with a term equal to or less than 1 year, at least 10 business days in advance of the projected date for the realization of the public offering or listing of the securities in question.
(6) The requests and attached documentation will be published on the electronic page of the worldwide network (Internet) of the Commission at the following site http://www.cnbv.gob.mx/, no later than the business day following their presentation.
(68) Issuers or offerors, provided they expressly manifest their intention to keep the procedure confidential, may request that the Commission and the stock exchange in question postpone the public availability of the request and other documentation referred to in this article, as well as that the exchange not make known to the public the name of the society and the type of securities subject to registration, always attending to the deadlines established in article 23 of these provisions. When there is information in mass media regarding said procedure, which has been issued or disseminated by the issuer or offeror itself, by any of its employees, officials, or shareholders, or by any third party, through said mass media, confidential treatment will not be appropriate regarding the existence of the procedure requested pursuant to this paragraph, although the documentation integrating it may be kept in reserve.
(7) The foregoing, without prejudice to the prohibition established in the third paragraph of article 85 of the Securities Market Law.
(99) The Issuer must send via STIV, in accordance with the rules established for such effect in Annex R, the request, its extensions, and the attached information, and it must be signed by hand or by advanced electronic signature in accordance with the Code of Commerce and verifiable by the Commission. The Issuer must present the aforementioned documentation, subsequent versions of prospectuses, supplements, informative brochures, offer notices, or other documentation related to the procedure, which contain handwritten signatures, physically, on paper, in original and in a single copy, in which case it must correspond entirely to the documentation sent via STIV, no later than the business day prior to the date on which the corresponding authorization is sought.
(3) Article 22.- Issuers requesting the registration or preventive registration of securities in the Register and, if applicable, authorization of public offer of purchase or sale, as well as persons requesting the authorization referred to in article 16 of these provisions, must deliver to the exchange where they intend to list their securities or in which the securities subject to the offer trade, a copy of the request with the documentation and requirements referred to in these provisions, on the same date they are delivered to the Commission, as well as present the preliminary placement prospectus, informative brochure, or informative supplement through the electronic means determined by the exchange in its internal regulations.
(72) Article 23.- The relevant information and documentation referred to, insofar as applicable, in articles 2, 4 Bis 1, and 16 of these provisions, including that relative to fiduciary development, real estate, indexed, or investment in energy and infrastructure stock certificates, must be available at least 10 business days in advance of the date of price fixing or book closing. In the case of subsequent offerings, such information must be available at least 5 business days prior to the date of price fixing or book closing. Regarding debt instruments or structured securities and fiduciary titles on assets other than shares, always provided that all these have a term greater than 1 year, as well as securities of societies of foreign nationality, trusts, or any other vehicle for the issuance of securities authorized or registered in an external securities market recognized with which the exchanges have entered into an agreement, it must be available to the public at least 5 business days prior to the date of price fixing or book closing. For debt instruments or structured securities and fiduciary titles on assets other than shares, always provided that they have a term equal to or less than 1 year, as well as public offerings of shares of anonymous societies promoting stock market investment, the information must be available to the public at least 2 business days prior to the date of price fixing or book closing. Regarding restricted public offerings, the information referred to in this article must be available at least 2 business days prior to the date of price fixing or book closing. In the case of public acquisition offers referred to in article 16 of these provisions, the information must be available on the day of the start of the corresponding offer.
(3) Issuers or offerors who do not observe the deadlines mentioned above will not be able to carry out the placement of the securities or, if applicable, the public offering, as applicable.
(3) The foregoing, without prejudice to the prohibition established in the third paragraph of article 85 of the Securities Market Law.
(3) The exchanges must reveal through the mechanisms provided for in article 77, second paragraph of these provisions, the moment from which the documentation referred to in the first paragraph of this article will be available to the public, indicating the name of the legal entity and the type of securities subject to registration and listing, as well as the modifications referred to in the following article. Simultaneously, the exchanges will make the aforementioned documentation available to the public, in their facilities, as well as the preliminary placement prospectus, brochure, or informative supplement, from that same date, having to disseminate the latter through their electronic page on the worldwide Internet network.
(53) Article 24.- Issuers or offerors, in the event that they make modifications to the preliminary placement prospectus, brochure, or informative supplement or document with key information for investment, must make them known to the Exchange, which simultaneously will replace the cited documents with those containing the modifications, provided they are duly initialed by the legal representative of the issuer.
In the event that there have been relevant changes in the information made known to the public in accordance with the provisions of the third paragraph of the previous article, the deadlines referred to in said paragraph will begin to run from the moment that such information is replaced in accordance with this article. Issuers or offerors who do not observe the deadlines mentioned above will not be able to carry out the placement of the securities or, if applicable, the corresponding public offering.
(53) On the date of start of the public offering, the exchange will replace the preliminary placement prospectus, brochure, or informative supplement or document with key information for investment, with the definitive one. For such effect, issuers will send to the exchange via SEDI said documents, no later than 12 hours of said start date.
(67) Regarding securities of societies of foreign nationality, trusts, or vehicles for investment in securities authorized or registered in an external securities market recognized with which the exchanges have entered into an agreement, the definitive version of the information and documentation presented to the Commission in accordance with article 4 Bis of these provisions, must be sent via STIV no later than on the date of issuance of the respective securities.
(4) Seventh Chapter
(49) Of the notices of offers abroad
(49) Article 24 Bis.- The offer abroad of securities issued in the United Mexican States or by Mexican legal entities, directly or through trusts or similar or equivalent figures, must be notified to the Commission describing the main characteristics of the offer including, at least, the following, as applicable:
(4) I. Type of securities.
(4) II. Name of the legal entity issuing the securities. Regarding legal entities that do not have securities registered in the Register, it must additionally indicate its main activities and its domicile.
(4) III. Placement Intermediary.
(4) IV. Total amount of the issuance and currency of issuance of the securities.
(4) V. Dates and places of issuance and placement of the securities.
(4) VI. If applicable:
(4) a) Maturity date of the issued securities.
(4) b) Types of guarantees.
(4) c) Interest rate.
(4) d) Periodicity of payments or amortizations.
(4) VII. Trading systems where the securities are listed.
(4) VIII. Destination of the funds obtained by reason of the placement of the securities.
(4) IX. General description of the source patrimony for payment, regarding debt issuances carried out through trusts or similar figures.
(4) X. Regulation applicable to the issued securities.
(4) In case the issuance is carried out through trusts or similar figures, the patrimony, the name of the person contributing it, and the name of the entity carrying out the issuance must be described, as well as the purposes for which said trusts or figures were created.
(4) Additionally and regarding issuances carried out under the coverage of a placement program, the main characteristics of said program must be informed, such as: name, amount, validity, as well as minimum and maximum term that the issuances may have.
(4) Article 24 Bis 1.- The notices referred to in the previous article 24 Bis must be presented no later than the business day following the date of placement of the securities, be signed by a representative or attorney-in-fact, and accompanied by the following documentation, as applicable:
(49) I. The documents through which the offer abroad is carried out and the propaganda and information directed to investors, must expressly state what is indicated in the last paragraph of article 7 of the Securities Market Law, as well as the following information:
(49) a) That the information contained in the documents used to carry out the offer is the exclusive responsibility of the issuer and has not been reviewed or authorized by the Commission.
(4) b) That the characteristics of the offer have been notified to the Commission solely for informational purposes, which does not imply certification on the goodness of the securities or solvency of the issuer.
(49) What is provided in this fraction must be contained on the cover of the documents used to carry out the offer, in red ink or, in its absence, highlighted in black ink, using a font size at least two points larger than that of the other texts on the cover.
(4) II. No later than within 5 business days following the placement of the securities, a copy of the definitive placement prospectus or informative document, as well as of the contracts signed with the placement and clearing agents, must be presented to the Commission.
(4) III. Within 3 business days following the maturity of the securities, the total payment of the instruments must be notified to the Commission, or if applicable, the corresponding default.
(50) Regarding programs that allow the offer of securities with a validity term of less than one year, as an exception to what is stated in the first paragraph of this article, it must be notified within the first 5 natural days of each calendar month the offers of securities carried out under the coverage of said programs with a validity term of less than one year that, if applicable, were carried out during the immediately preceding calendar month, including the information indicated in this article for each offer.
The foregoing, without prejudice to the notification that in terms of the first paragraph and fraction I of this article must be presented at the time of carrying out the first offer under the program and the other information pursuant to fractions II and III above.
Title Third
Of the listing and maintenance of securities in the Exchange and of the trading systems
Chapter First
Of the listing of securities in the Exchange
(3) Article 25.- The exchange will establish in its internal regulations the requirements that, in attention to the nature of the issuer in question, must be satisfied to obtain the registration of its shares or credit titles representing them, in the list of securities authorized to trade. Such requirements must contemplate, at least, the following aspects:
I. Operational history.
(101)
II. Financial situation of the issuer.
III. Minimum number of shares or ordinary participation certificates to be publicly offered among the General Public Investor.
IV. Minimum price of each value to be offered.
(79) V. Percentage of social capital that must be placed among the general public investor, which will be at least 15% of the social capital of the issuer or at least the equivalent in national currency to 950 million investment units.
(79) In the event that the amount intended to be placed in terms of the previous paragraph is equal to or greater than the equivalent in national currency to 950 million investment units and less than 12% of the social capital of the issuer, according to the information presented by the latter, the stock exchanges must establish the obligation for the issuer itself to constitute a repurchase fund in terms of article 56 of the Law and Title Sixth of these provisions and contract the services of a Market Maker until fulfilling the maintenance requirement referred to in fraction V of article 27 of these provisions.
(79) VI. Minimum number of shareholders or holders of credit titles representing them, considered as general public investor, once the placement operation has been carried out, which, in no case, can be less than 100.
(20) Financial institutions that provide custody services for securities on behalf of third parties, that do not specify the number of investors they represent, as well as investment societies and other legal entities, funds, and trusts, will be considered as 1 investor. Likewise, issuers that have acquired shares representing their capital, in accordance with article 56 of the Securities Market Law, will not be considered general public investor.
(79) VII. Distribution criteria of the values applicable to the offer that takes place in Mexico that provide that no person can acquire more than 40% of the total amount of the offer.
(3) VIII. Corporate governance requirements.
(87) IX. Report of the issuer to the exchange and to the investing public via SEDI, of its degree of adherence to the Code of Principles and Best Practices of Corporate Governance.
What is established in fractions III, IV, and VI above, will apply by each share series or issuance of ordinary participation certificates on a share series. It will also be applicable to titles incorporating 2 or more shares of 1 or more share series of the same Issuer, on the understanding that the requirement of number of holders and price of the referred titles, will apply per title and not for the shares it represents.
For the purposes of what is established in fractions III, V, and VI above, the values placed in external markets will be taken into account.
(7) Likewise, what is contemplated in fraction IX above will be exigible for issuances of debt instruments with a term greater than one year.
(26) Fifth paragraph.- Repealed.
(26) Sixth paragraph.- Repealed.
(59) What is established in fractions III, V, VI, VII, and IX will not be applicable regarding anonymous societies promoting stock market investment.
Article 26.- The Placement Intermediary must abstain from registering a placement in the Exchange, when the established in the Exchange's regulations corresponding to what is provided in the previous article is not fulfilled.
The brokerage houses participating in the public offering must provide the Placement Intermediary with the necessary information for the adequate fulfillment of what is stated in the previous paragraph. In the event that any of the brokerage houses referred to in said paragraph does not specify the number of investors participating in the placement operation, they will be considered as 1 investor.
Chapter Second
Of the maintenance of the listing in the Exchange
(6) Article 27.- The exchange will foresee in its internal regulations the requirements that issuers must satisfy to maintain the registration of their shares or credit titles representing them, in the list of securities authorized to trade. Such requirements must contemplate, at least, the following aspects:
(5) I. Repealed.
(5) II. Repealed.
(5) III. Repealed.
(5) IV. Repealed.
(79) V. Percentage of social capital that must be maintained among the general public investor, which must be at least 12% of the social capital of the issuer, except what is provided in the following paragraph.
(79) The stock exchanges must foresee as an additional maintenance requirement, the obligation for the issuer to have a repurchase fund in terms of article 56 of the Law and Title Sixth of these provisions and contract the services of a Market Maker until fulfilling the maintenance requirement referred to in fraction V of article 27 of these provisions.
(79) VI. Minimum number of shareholders or holders of credit titles representing them, considered as general public investor, which, in no case, can be less than 100.
(20) Financial institutions that provide custody services for securities on behalf of third parties, that do not specify the number of investors they represent, as well as investment societies and other legal entities, funds, and trusts, will be considered as 1 investor. Likewise, issuers that have acquired shares representing their capital, in accordance with article 56 of the Securities Market Law, will not be considered general public investor.
(79) VII. Distribution criteria of the values applicable to the offer that takes place in Mexico that provide that no person can acquire more than 40% of the total amount of the offer.
(3) VIII. Corporate governance requirements.
(87) IX. Report of the issuer to the exchange and to the investing public via SEDI, of its degree of adherence to the Code of Principles and Best Practices of Corporate Governance.
What is established in fractions III, IV, and VI above, will apply by each share series or issuance of ordinary participation certificates on a share series. It will also be applicable to titles incorporating 2 or more shares of 1 or more share series of the same Issuer, on the understanding that the requirement of number of holders and price of the referred titles, will apply per title and not for the shares it represents.
For the purposes of what is established in fractions III, V, and VI above, the values placed in external markets will be taken into account.
(7) Likewise, what is contemplated in fraction IX above will be exigible for issuances of debt instruments with a term greater than one year.
(26) Fifth paragraph.- Repealed.
(26) Sixth paragraph.- Repealed.
(59) What is established in fractions III, V, VI, VII, and IX will not be applicable regarding anonymous societies promoting stock market investment.
Sixth of these provisions, when once the public offering is concluded, the amount effectively placed is at least the equivalent in national currency to 950 million investment units, in terms of fraction V, first paragraph, of article 25 of these provisions, but represents less than 12% of its share capital. Such repurchase fund must be constituted within the 10 business days following the date on which the ordinary general assembly of shareholders or holders, as applicable, is held, immediately following the date on which the offering was carried out. Likewise, in these cases, the percentage of 12% of share capital referred to in the first paragraph of this fraction will be enforceable up to five years following the first placement.
(34) VI. Repealed.
(5) VII. Repealed.
(87) VIII. Report by the issuer to the stock exchange and to the investing public through the SEDI, regarding its degree of adherence to the Code of Principles and Best Practices of Corporate Governance, in the periodicity that the stock exchange itself determines.
(34) Second paragraph.- Repealed.
(7) Likewise, what is established in the preceding fraction VIII shall be enforceable for issuances of debt instruments with a term greater than one year.
(3) For the purposes of what is provided in this article, the values placed in the markets abroad shall be taken into account.
(26) Fifth paragraph.- Repealed.
(26) Sixth paragraph.- Repealed.
(59) What is provided in fractions V and VIII shall not be applicable in the case of investment promoting anonymous societies.
(88) For the purposes of what is provided in article 15 Bis, fraction III of these provisions, the stock exchanges shall be obligated to inform the Commission the day prior to the start of the validity of the listing in their international securities quotation system, the societies of foreign nationality that have requested the cancellation of the registration in the Register. Once the letter from the Commission referred to in article 15 Bis, fraction III mentioned takes effect, the stock exchanges shall no longer be able to maintain them in the list of securities authorized to trade.
(3) Article 28.- The stock exchange shall verify annually that issuers comply with the requirements established in their internal regulations to maintain the listing of their securities authorized to trade.
(3) The stock exchange shall inform the Commission in the month of June of each year the result of the annual review it carries out. Likewise, it shall disclose such information to the general public, through its website on the worldwide network (Internet).
Article 29.- The Stock Exchange, in the event that any Issuer does not comply with one or more of the maintenance requirements established in its internal regulations, shall require the Issuer in question, within the 10 business days following the date it informs the Commission of the non-compliance, the presentation of a program aimed at remedying such non-compliance.
The program referred to in the previous paragraph shall be provided within the 40 business days following that in which it has been required by the Stock Exchange, through the SEDI, and the Stock Exchange shall periodically evaluate the progress in the correction of the non-compliance.
The Stock Exchange, in accordance with the procedure it establishes for this purpose and after hearing the Issuer, shall suspend the trading of the share series regarding which the non-compliance occurs and until such time as it is remedied, in the following cases:
I. When the Issuer does not present the corresponding program.
II. When the program is not satisfactory in the judgment of the Stock Exchange.
III. When the Issuer does not present a significant degree of progress in the correction of the non-compliance.
In all cases, the Stock Exchange shall immediately communicate to the Commission the requirements it formulates and the resolutions adopted with respect to the programs referred to in this article, as well as the degrees of progress in the correction of the non-compliances in question. The Commission may order modifications and, where applicable, object to the validity of the correction programs approved by the Stock Exchange.
The Commission, after hearing the right to be heard, may decree the suspension of the trading of ordinary shares or participation certificates on shares registered in the Stock Exchange.
The Stock Exchange shall provide in its internal regulations special trading modalities for those Issuers that have failed to meet the maintenance requirements referred to in article 27 of these provisions. Such modalities shall provide, among others, strict parameters that avoid disordered market conditions or price manipulation.
(3) Article 30.- The stock exchange may establish differentiated listing and maintenance requirements applicable to securities issued by capital investment societies, limited object investment societies, and fiduciaries of trusts whose assets are integrated by shares of two or more issuers.
Third Chapter
On Trading Systems
Section I
(3) On Securities Registered in the Register
(3) Article 31.- The offering and negotiation of securities registered in the Register may be carried out in accordance with the following:
(72) I. Shares; credit titles that represent them and fiduciary stock certificates for development, real estate, indexed, energy and infrastructure investment, or investment projects, shall be negotiated exclusively with the intermediation of brokerage houses, through the systems provided for in the internal regulations of the relevant stock exchange. Regarding shares, without prejudice to the right of individuals to freely dispose of the ownership of their securities outside the exchange, provided that they comply, where applicable, with articles 98 to 103 and 109 to 112 of the Securities Market Law.
(3) II. Debt instruments issued by issuers that obtain the registration of their securities in the Register under the protection of article 85 of the Securities Market Law, may be negotiated within or outside the exchange and with the intermediation of brokerage houses and credit institutions. In all cases, the aforementioned brokerage houses shall register the operations in the exchange in terms of article 71 of these provisions.
(3) III. Debt instruments and shares representing the share capital of investment societies, whose issuers obtain the registration of their securities under the protection of article 93 of the Securities Market Law, may be negotiated outside the exchange, independent of the intermediation services that the various financial entities may offer regarding said securities, in terms of the special laws that govern them.
Section II
On Shares and Ordinary Participation Certificates on Shares Not Registered
(5) Article 32.- Repealed.
Fourth Title
On the Information That Must Be Provided to the Commission, to the Stock Exchanges and to the Investing Public (7) First Chapter (7) On Periodic Information (103) Article 33.- Issuers with Securities registered in the Register shall provide to the Commission, the Stock Exchange, and the general public, the financial, economic, accounting, sustainability, and administrative information indicated below, in the form and with the following periodicity:
I. Annual Information:
(107) a) On the third business day immediately following the date of celebration of the ordinary general assembly of shareholders or, in its absence, the assembly of holders, which resolves on the results of the social exercise, which must be held within the 4 months following the close of said exercise:
(101)
(7) The information referred to in the previous paragraph shall be presented to the Commission duly signed, in original or copy, by the person who issued it, or who acts on behalf of the collegiate body that formulated it.
(3) Regarding anonymous societies that do not fall into any of the above cases, a report from the board of directors presented to the ordinary general assembly of shareholders that resolves on the results of the social exercise, authenticated by the secretary of said board, as well as a report from the auditor, and, regarding investment promoting anonymous societies, a report from the committee that exercises functions in matters of corporate practices in terms of what is provided in article 43, fraction I of the Securities Market Law.
(5) 2. Repealed.
(107) 3. Annual financial statements or their equivalents, audited in accordance with the "General Provisions Applicable to Entities and Issuers Supervised by the National Banking and Securities Commission that Contract External Audit Services for Basic Financial Statements" and its modifications, depending on the nature of the Issuer, accompanied by the external audit opinion, as well as those of its associates that contribute with at least 10% in their net profits or total consolidated assets, excluding investment funds when the Issuer is a Financial Entity. The financial statements of the associates shall be prepared in accordance with what is provided in articles 78 Bis 1 or 79 of these provisions, as applicable.
(97) The annual financial statements referred to in this section shall be accompanied by a certificate signed by the general director and the heads of the finance and legal areas, or their equivalents, of the Issuer, within their respective competencies, where the period to which the financial information corresponds is identified, below the following legend:
(97)
"We, the undersigned, declare under oath that, within the scope of our respective functions, we prepared the information regarding the issuer contained in the annual financial statements which, to our best knowledge and belief, reasonably reflects its situation. Likewise, we declare that we have no knowledge of relevant information that has been omitted or falsified in these financial statements or that these contain information that could mislead investors."
(103) The annual financial statements or their equivalents corresponding to Issuers of fiduciary titles and other Securities issued under the protection of trusts on assets other than shares, placed through Restricted Public Offering, as well as fiduciary stock certificates for development or Fiduciary Stock Certificates for Investment Projects that, in terms of article 7o, fractions II, subsection b), numeral 1, fourth paragraph of said numeral, VI, subsection a), numeral 6; or IX, subsection a), numeral 8 of these provisions, respectively, allocate, at least, 70% of the resources of the issuance to investment in collective investment mechanisms not listed on any stock exchange, shall be presented, no later than June 30 of each year.
(103) When the aforementioned Issuers maintain invested more than 30% of the resources of the issuance in Securities other than those indicated in article 7o, fractions II, subsection b), numeral 1, fourth paragraph of said numeral; VI, subsection a), numeral 6; or IX, subsection a), numeral 8, of these provisions, what is provided in the previous paragraph shall not be applicable to them, and they shall present the annual financial statements or their equivalents in the deadline indicated in subsection a) of this fraction.
(32) 5. Documents referred to in articles 84 and 84 Bis of these provisions, signed by the external auditor.
(4) What is provided in numeral 3, regarding the auditing of associates, as well as numeral 4 of this subsection, shall not be applicable to investment promoting anonymous societies.
(104) 6. Report containing Sustainability Information, prepared in the terms indicated in article 82 Bis of these provisions.
(104) Regarding Issuers of fiduciary titles and other Securities issued under the protection of trusts on assets other than shares, placed through Restricted Public Offering, as well as fiduciary stock certificates for development or Fiduciary Stock Certificates for Investment Projects that, in terms of article 7o, fractions II, subsection b), numeral 1, fourth paragraph of said numeral, VI, subsection a), numeral 6; or IX, subsection a), numeral 8 of these provisions, respectively, allocate, at least, 70% of the resources of the issuance to investment in collective investment mechanisms not listed on any stock exchange, shall present said report no later than June 30 of each year.
(104) When the aforementioned Issuers in the previous paragraph, maintain invested more than 30% of the resources of the issuance in Securities other than those indicated in article 7o, fractions II, subsection b), numeral 1, fourth paragraph of said numeral and VI, subsection a), numeral 6; or IX, subsection a), numeral 8, of these provisions, what is provided in the preceding paragraph shall not be applicable to them, and they shall present said report in the deadline indicated in subsection a) of this fraction.
(24) b) No later than April 30 of each year:
(97) 1. Annual report corresponding to the immediate previous social exercise, prepared in accordance with the instruction attached to these provisions as Annexes N, N Bis, N Bis 1, N Bis 2, N Bis 3, N Bis 4 or N Bis 5, as applicable to the type of Issuer, signed on the final page by:
(3) 1.1 The general director and the heads of the finance and legal areas, or their equivalents, of the issuer, below the following legend:
"We, the undersigned, declare under oath that, within the scope of our respective functions, we prepared the information regarding the issuer contained in this annual report, which, to our best knowledge and belief, reasonably reflects its situation. Likewise, we declare that we have no knowledge of relevant information that has been omitted or falsified in this annual report or that the same contains information that could mislead investors."
(3) 1.2 The representative, agent, or attorney-in-fact of the legal person that provides external audit services and by the external auditor, who may be the same person, exclusively for the purposes of the information regarding the financial statements audited in accordance with numeral 3 of subsection a) of this fraction, as well as any other financial information included in the annual report, whose source comes from the financial statements audited by him, below the following legend:
(32) "The undersigned declares under oath that the financial statements contained in this annual report for the exercises (include the exercises to which said financial statements refer) were audited with date (include the date of the audit opinion of each of the financial statements included), in accordance with the International Standards on Auditing (the specific mention of the standards used may be included).
(33) Likewise, he declares that he has read this annual report and based on his reading and within the scope of the audit work performed, he has no knowledge of relevant errors or inconsistencies in the information that is included and whose source comes from the audited financial statements mentioned in the previous paragraph, nor of information that has been omitted or falsified in this annual report or that the same contains information that could mislead investors.
(33) However, the undersigned was not contracted, and did not perform additional procedures with the object of expressing his opinion regarding the other information contained in the annual report that does not come from the financial statements audited by him."
(33) The previous legend shall be signed by the representative, agent, or attorney-in-fact of the legal person that provides external audit services and by the external auditor, who may be the same person, of the settlor, of the administrator of the trust assets, of the guarantor, of the surety, or of any other third party, regarding which financial statements are included within the annual report.
Issuers shall determine under their responsibility, the strategic information they shall reserve, provided that it is not Relevant Information or relevant events whose disclosure cannot be deferred. In all cases, Issuers shall adopt the necessary measures to guarantee that the reserved information is known exclusively by the persons who must necessarily have access to it.
(54) Regarding securities that have been offered through restricted public offerings, it shall not be necessary to sign the legend indicated in this numeral, regarding any third party of which there is partial dependence and whose financial information is incorporated by reference, provided that said third party is an issuer with securities registered in the Register and is up to date in the delivery of the periodic information referred to in Title Four of these provisions, or is a foreign issuer whose securities are registered, authorized, or regulated for sale to the general public by the Securities Commissions or equivalent bodies of the States that are designated members of the Council of the International Organization of Securities Commissions or the body that replaces it. In these cases, a risk factor shall be indicated in the annual report, specifying that there is no responsibility of the third party regarding which information is incorporated by reference, towards the investors of the securities subject to the restricted offering, for falsehood or errors in the incorporated information. Likewise, in case that the information incorporated by reference is not available in Spanish, the annual report shall include a risk factor regarding this.
(7) 1.3 Regarding fiduciary titles on assets other than shares, in substitution of the persons referred to in numeral 1.1 above, signed by:
(7) 1.3.1 The legal representative of the trustee, below the following legend:
(7) "The undersigned declares under oath that his represented party, in its capacity as trustee, prepared the financial information regarding the trust assets, as well as the information related to the issued securities and applicable contracts, contained in this annual report, which, to its best knowledge and belief, reasonably reflects its situation and that it ensured that in the reported period there were no relevant differences between the income of the trust attributable to the assets, rights, or fiduciary securities and the information it received from the administrator or operator regarding the collection of said assets, rights, or securities. Likewise, it declares that, within the scope of the activities for which it was contracted, it has no knowledge of relevant information that has been omitted or falsified in this annual report or that the same contains information that could mislead investors."
(7) 1.3.2 The general director and the heads of the finance and legal areas, or their equivalents, of the administrator or operator of the assets, rights, or fiduciary securities, below the following legend:
(54) "We, the undersigned, declare under oath that, within the scope of our respective functions, we prepared the information regarding the collection of the assets, rights, or fiduciary securities, or any other information of my represented party contained in this annual report, which, to our best knowledge and belief, reasonably reflects its situation. Likewise, we declare that we have no knowledge of relevant information that has been omitted or falsified in this annual report or that the same contains information that could mislead investors."
(54) The previous legend shall be signed by the persons with the positions indicated in the first paragraph of this numeral, regarding any other third party of which there is partial dependence and from whom financial statements are included within the prospectus or supplement. Regarding securities that have been offered through restricted public offerings, it shall not be necessary to sign the legend referred to in the previous paragraph regarding any third party of which there is partial dependence and whose financial information is incorporated by reference, provided that said third party is an issuer with securities registered in the Register and is
find themselves current in the delivery of the periodic information referred to in Title Four of these provisions, or if they are foreign issuers whose securities are registered, authorized, or regulated for sale to the general public by the Securities Commissions or equivalent bodies of States that are designated members of the Council of the International Organization of Securities Commissions or the body that replaces it. Likewise, in the event that the information incorporated by reference is not available in Spanish, the annual report must include a risk factor regarding this matter.
(7) 1.3.3 The legal representative of the common representative, alongside the following legend:
(7) “The undersigned declares under penalty of perjury that their represented party, in their capacity as common representative, reviewed the financial information relating to the trust estate, as well as that related to the issued securities, applicable contracts, and collection of the trust assets, rights, or values contained in this annual report, which, to the best of their knowledge and belief, reasonably reflects its situation.
(72) 1.4. Regarding fiduciary stock certificates for development, real estate, energy and infrastructure investment, or investment projects, in substitution of the persons referred to in numeral 1.1. above, signed by:
(25) 1.4.1 The legal representative of the trustee, alongside the following legend:
“The undersigned declares under penalty of perjury that their represented party, in their capacity as trustee, prepared the financial information relating to the trust estate, as well as the information related to the issued securities and applicable contracts, contained in this annual report, which, to the best of their knowledge and belief, reasonably reflects its situation and that they ensured that during the reported period there were no relevant differences between the trust income attributable to the trust assets, rights, or values and the information received from the administrator or operator regarding the income, yields, or any other amounts derived from said assets, rights, or values. Likewise, they declare that they have no knowledge of relevant information that has been omitted or falsified in this annual report or that it contains information that could mislead investors.”
(25) 1.4.2 The general manager and the heads of the finance and legal areas, or their equivalents, of the administrator or operator of the trust assets, rights, or values, in their respective competencies, alongside the following legend:
“The undersigned declare under penalty of perjury that, within the scope of our respective functions, we prepared the information relating to the income, yields, or any other amounts derived from the trust assets, rights, or values contained in this annual report, which, to the best of our knowledge and belief, reasonably reflects its situation. Likewise, we declare that we have no knowledge of relevant information that has been omitted or falsified in this annual report or that it contains information that could mislead investors.”
(25) 1.4.3 The legal representative of the common representative, alongside the following legend:
“The undersigned declares under penalty of perjury that their represented party, in their capacity as common representative, reviewed the financial information relating to the trust estate, as well as that related to the issued securities, applicable contracts, and the income, yields, or any other amounts derived from the trust assets, rights, or values, contained in this annual report, which, to the best of their knowledge and belief, reasonably reflects its situation.”
(104) The annual report corresponding to Issuers of fiduciary titles and other Securities issued under trusts on assets other than shares placed through a Restricted Public Offering, as well as fiduciary stock certificates for development or Fiduciary Stock Certificates for Investment Projects that, in terms of Article 7o, fractions II, subsection b), numeral 1, fourth paragraph of said numeral; VI, subsection a), numeral 6; or IX, subsection a), numeral 8 of these provisions, respectively, dedicate, at least, 70% of the issuance resources to investment in collective investment mechanisms not listed on any stock exchange, must be presented, no later than, June 30 of each year.
(104) In the event that the aforementioned Issuers maintain invested more than 30% of the issuance resources in Securities other than those indicated in Article 7o, fractions II, subsection b), numeral 1, fourth paragraph of said numeral; VI, subsection a), numeral 6; or IX, subsection a), numeral 8 of these provisions, the provisions in the preceding paragraph shall not apply to them, and they must present the annual report within the deadline indicated in the first paragraph, subsection b) of this fraction.
(8) 2. Repealed.
(102) 3. Repealed.
(105) II. Quarterly Information:
(105) Within the month immediately following the termination of each of the first quarters of the fiscal year and within 40 business days following the conclusion of the fourth quarter, the financial statements, as well as the economic, accounting, and administrative information specified in the corresponding electronic formats, comparing at least the figures of the quarter in question with the financial statements of the previous fiscal year in accordance with applicable accounting standards. These electronic formats must contain an update of the annual report or the placement prospectus in case that on the date of presentation of the aforementioned financial information disclosure, the Issuer did not have the obligation to publish said report regarding the management’s comments and analysis on the operating results and financial situation of the Issuer.
(32) The information corresponding to the fourth quarter will have a preliminary character, with the understanding that once audited financial statements are available, the information for this period with audited figures will be sent in the corresponding electronic formats on the same date that the information referred to in fraction I, subsection a), numeral 3 above is presented. The delivery of information relating to the fourth quarter does not exempt the obligation to present the audited financial statements referred to in said fraction I, subsection a), numeral 3 above.
(105) The deadlines of the month immediately following the termination of each of the first quarters of the fiscal year and of 40 business days referred to in the second paragraph of this fraction will not apply to those Issuers of fiduciary titles and other Securities issued under trusts on assets other than shares, placed through a Restricted Public Offering, as well as fiduciary stock certificates for development or Fiduciary Stock Certificates for Investment Projects that, in terms of Article 7o, fractions II, subsection b), numeral 1, fourth paragraph of said numeral; VI, subsection a), numeral 6; or IX, subsection a), numeral 8 of these provisions, respectively, dedicate, at least, 70% of the issuance resources to investment in collective investment mechanisms not listed on any stock exchange. Issuers of such fiduciary titles must present the quarterly information referred to in this fraction, no later than, within 20 business days following the conclusion of the quarter subsequent to that to which the information corresponds.
(97) When the Issuers referred to in the preceding paragraph maintain invested more than 30% of the issuance resources in Securities other than those indicated in Article 7o, fractions II, subsection b), numeral 1, fourth paragraph of said numeral; VI, subsection a), numeral 6; or IX, subsection a), numeral 8 of these provisions, the provisions in the preceding paragraph shall not apply to them, and they must present the quarterly information within the deadline indicated in the second paragraph of this fraction.
(105) The deadlines of the month immediately following the termination of each of the first quarters of the fiscal year and of 40 business days referred to in the second paragraph of this fraction will not apply to Bolsa Promoter Investment Companies (Sociedades Anónimas Promotoras de Inversión Bursátil). Such Issuers must present the information referred to in this fraction within the month immediately following the conclusion of the month of June and within 40 business days following the conclusion of the month of December. This information must include the economic, accounting, and administrative information specified in the corresponding electronic formats, comparing at least the figures of the semester in question with the financial statements of the previous fiscal year in accordance with applicable accounting standards.
(16) Additionally, they must present to the Commission and to the stock exchange, in the terms provided in the second paragraph of this article, a certificate signed by the general manager and the heads of the finance and legal areas, or their equivalents of the issuer, in their respective competencies, in which the period to which the quarterly information corresponds is identified, alongside the following legend:
“The undersigned declare under penalty of perjury that, within the scope of our respective functions, we prepared the information relating to the issuer contained in this quarterly report, which, to the best of our knowledge and belief, reasonably reflects its situation. Likewise, we declare that we have no knowledge of relevant information that has been omitted or falsified in this quarterly report or that it contains information that could mislead investors.”
(26) Last paragraph.- Repealed.
(24) a) Regarding fiduciary titles on assets other than shares, the certificate referred to in this fraction must be signed by:
(24) 1. The legal representative of the trustee, alongside the following legend:
(24) “The undersigned declares under penalty of perjury that their represented party, in their capacity as trustee, prepared the financial information relating to the trust estate, as well as the information related to the issued securities and applicable contracts, contained in this quarterly report, which, to the best of their knowledge and belief, reasonably reflects its situation and that they ensured that during the reported period there were no relevant differences between the trust income attributable to the trust assets, rights, or values and the information received from the administrator or operator regarding the collection of said assets, rights, or values. Likewise, they declare that they have no knowledge of relevant information that has been omitted or falsified in this quarterly report or that it contains information that could mislead investors.”
(24) 2. The general manager and the heads of the finance and legal areas, or their equivalents, of the administrator or operator of the trust assets, rights, or values, in their respective competencies, alongside the following legend:
(53) “The undersigned declare under penalty of perjury that, within the scope of our respective functions, we prepared the information relating to the collection of the trust assets, rights, or values, or any other information of my represented party contained in this quarterly report, which, to the best of our knowledge and belief, reasonably reflects its situation. Likewise, we declare that we have no knowledge of relevant information that has been omitted or falsified in this quarterly report or that it contains information that could mislead investors.
(72) b) In the case of fiduciary stock certificates for development, real estate, energy and infrastructure investment, or investment projects, the certificate referred to in this fraction must be signed by:
(24) 1. The legal representative of the trustee, alongside the following legend:
(24) “The undersigned declares under penalty of perjury that their represented party, in their capacity as trustee, prepared the financial information relating to the trust estate, as well as the information related to the issued securities and applicable contracts, contained in this quarterly report, which, to the best of their knowledge and belief, reasonably reflects its situation and that they ensured that during the reported period there were no relevant differences between the trust income attributable to the trust assets, rights, or values and the information received from the administrator or operator regarding the income, yields, or any other amounts derived from said assets, rights, or values. Likewise, they declare that they have no knowledge of relevant information that has been omitted or falsified in this quarterly report or that it contains information that could mislead investors.”
(24) 2. The general manager and the heads of the finance and legal areas, or their equivalents, of the administrator or operator of the trust assets, rights, or values, in their respective competencies, alongside the following legend:
(24) “The undersigned declare under penalty of perjury that, within the scope of our respective functions, we prepared the information relating to the income, yields, or any other amounts derived from the trust assets, rights, or values contained in this quarterly report, which, to the best of our knowledge and belief, reasonably reflects its situation. Likewise, we declare that we have no knowledge of relevant information that has been omitted or falsified in this quarterly report or that it contains information that could mislead investors.”
(7) III. Monthly Information:
(7) Within 15 business days of the month immediately following that to which the information corresponds, regarding fiduciary titles on credits acquired in bulk, such as individual credits for housing or consumption, among others, and which due to their homogeneous characteristics have information prepared on their collection, delinquency, and prepayment, in substitution of the information referred to in fraction II of this article, present the applicable information, according to the guide included as Annex T to these provisions.
(16) Additionally, they must present to the Commission and to the stock exchange, in the terms provided in the second paragraph of this article, a certificate in which the period to which the monthly information corresponds is identified, signed by:
(7) a) The legal representative of the trustee, alongside the following legend:
(7) “The undersigned declares under penalty of perjury that their represented party, in their capacity as trustee, prepared the financial information relating to the trust estate, as well as the information related to the issued securities and applicable contracts, contained in this monthly report, which, to the best of their knowledge and belief, reasonably reflects its situation and that they ensured that during the reported period there were no relevant differences between the trust income attributable to the trust assets, rights, or values and the information received from the administrator or operator regarding the collection of said assets, rights, or values. Likewise, they declare that, within the scope of the activities for which they were hired, they have no knowledge of relevant information that has been omitted or falsified in this report or that it contains information that could mislead investors.”
(7) b) The legal representative of the administrator or operator of the trust assets, rights, or values, in their respective competencies, alongside the following legend:
(7) “The undersigned declare under penalty of perjury that, within the scope of our respective functions, we prepared the information relating to the collection of the trust assets, rights, or values contained in this monthly report, which, to the best of our knowledge and belief, reasonably reflects its situation. Likewise, we declare that we have no knowledge of relevant information that has been omitted or falsified in this report or that it contains information that could mislead investors.
(107) The information referred to in fractions I to III of this article must be delivered by the issuers to the Stock Exchange through SEDI and subsequently on the same date to the Commission through STIV-2. This information must, if applicable, be signed by the persons responsible in accordance with what is provided by this article. Likewise, regarding Issuers that participate in hydrocarbon exploration and extraction activities through contracts or assignments, they must remit Annex N Ter to the Executive Coordination of the Mexican Petroleum Fund, as well as to the Deputy General Directorate of Supervision of Hydrocarbon Revenue Operations belonging to the Hydrocarbon Revenue Unit, attached to the Undersecretariat of Revenue of the Secretariat of Finance and Public Credit, or the one that replaces it, on the same date that they send to the Commission the information referred to in subsection b), fraction I of this article. The information relating to hydrocarbon reserves on the basis of which Annex N Ter is prepared must consider what is provided in the Guidelines that regulate the procedure for quantification and certification of the Nation's reserves and the report on related contingent resources, issued by the National Hydrocarbons Commission, and have the certifications required by said guidelines.
(16) The electronic formats used to send to the stock exchange the information referred to in fraction II of this article must be used to send said information to the Commission through STIV-2.
(107) Regarding ordinary participation certificates on shares, the information referred to in this article must be regarding the settlor, except in the case of indexed fiduciary stock certificates.
(107) In the case of indexed fiduciary stock certificates, fiduciary titles on assets other than shares, and fiduciary stock certificates for development, real estate, energy and infrastructure investment, or investment projects, the trustee or, if applicable, the common representative, must present only the information referred to in fractions I, subsection a), numeral 3, and II of this article, regarding the trust estate affected. Additionally, regarding fiduciary titles on assets other than shares and fiduciary stock certificates for development, real estate, energy and infrastructure investment, or investment projects, they must present the information provided in fraction I, subsections a), numeral 6 and b), numeral 1, of this same article.
(72) For the case of fiduciary stock certificates for development, real estate, energy and infrastructure investment, or investment projects, in the event that the information relating to the companies or projects with respect to which the trust invests or acquires titles representing their share capital, if applicable, which individually represent 10% or more of the trust estate or, in the case of those placed under the capital call mechanism, 10% of the maximum amount of the issuance, unless such information is consolidated in the financial statements presented regarding the trust, the information contained in fraction I, subsection a), numeral 3, of this article must be presented in relation to each of said companies or projects. The financial information of the aforementioned companies must be prepared in accordance with what is provided in Article 78 Bis 1 or 79 of these provisions, as applicable. The information of the aforementioned companies or projects may be omitted regarding securities placed through a restricted public offering. Likewise, the report referred to in fraction I, subsection b) numeral 1, of this
article, shall contain the characteristics of each of the societies with respect to which the trust invests or acquires titles representing their share capital, including the degree of compliance with the business plan and the investment and, where applicable, divestment calendar mentioned in Annexes H Bis 2, H Bis 3, H Bis 4 or H Bis 5 of these provisions. In all cases, the main differences between said business plan and investment calendar with the progress obtained shall be disclosed, as well as the consequences that have arisen from the non-compliance with these in relation to each of the societies with respect to which the trust invests or acquires titles representing their share capital.
(72) The information referred to in fraction II of this article, which is presented with respect to fiduciary titles on assets other than shares and on fiduciary stock certificates for development, real estate, energy and infrastructure investment or investment projects, shall additionally include the information detailed in fraction II, subsection C), numeral 2., of Annex N Bis 1, in fraction II, subsection C), numeral 2., of Annex N Bis 2, in fraction II, subsection C), numeral 2., of Annex N Bis 3, in fraction II, subsection C), numeral 2., of Annex N Bis 4, and in fraction II, subsection C), numeral 2., of Annex N Bis 5 of these provisions, respectively.
(32) When compliance with the obligations with respect to the securities issued under the trust depends wholly or partially on the settlor, the administrator of the trust's assets, the guarantor or surety of the assets, or any other third party, the information referred to in fractions I, subsection a), numeral 3 and II of this article, or Article 36, fractions I, subsection b) and II of these provisions, shall additionally be provided with respect to the same, as applicable. The information referred to in fraction I, subsection a), numeral 3 above, which is presented with respect to any third party that is not an issuer, settlor, administrator of the trust's assets, guarantor or surety of the assets, shall be prepared in accordance with what is provided in Article 78 Bis 1 or 79 of these provisions, as applicable.
(6) In the case of issuers whose purpose is to finance the activities of another entity or legal person who in turn incurs a payment obligation with the issuers themselves derived from the resources obtained, the information and documentation referred to in this article shall additionally be provided, depending on the type of security involved, with respect to the entity or legal person that obtains the resources from the placement. This shall not apply when it concerns debt issuances backed or guaranteed by a legal person or entity that holds control of the issuer, provided that such guarantee is irrevocable and covers the entire issuance, and the opinion issued by the securities rating agency is based exclusively on the credit quality of the guarantor or surety, in which case, the information considered relevant with respect to the aforementioned entity or legal person that obtains the resources from the placement shall be included in the report referred to in fraction I, subsection b), numeral 1 of this same article.
(53) In the event of debt instrument issuances with guarantees or sureties, the financial information referred to in fractions I, subsection a), numerals 3 and 5 and II of this article, with respect to the guarantor or surety, shall be presented through the issuer in question and through the means established for this purpose by the exchange in its internal regulations, except in the case of subsidiaries of the issuer. The information referred to in this paragraph shall be presented within the timeframes and in the manner referred to in fractions I, subsection a), numerals 2 and 3 and II of Article 37 of these provisions, when it concerns guarantors or sureties of foreign nationality. In the case of debt securities that have been the subject of a restricted public offering, the information established in this paragraph may be incorporated by reference provided that the guarantor or surety is an issuer with securities registered in the Registry and is up to date in the delivery of the periodic information referred to in Title Four of these provisions, or is a foreign issuer whose securities are registered, authorized or regulated for sale to the general public by the Securities Commissions or equivalent bodies of the States that are designated members of the Council of the International Organization of Securities Commissions or the body that replaces it.
The settlor, the administrator of the assets, the third party, the guarantor or surety referred to in the preceding paragraphs, whether they are Issuers, shall not be obliged to present the information in question, provided that they are up to date in the delivery of the periodic information referred to in this Title Four.
(7) In the case of optional titles, only the information referred to in fractions I, subsection a), numeral 3 and II of this article, regarding the issuer, shall be presented. The information referred to in fraction II of this article shall include an update of the information detailed in fraction III, subsection C), numeral 4 of Annex I of these provisions, as well as an explanation of the situation regarding the coverage of the risk exposure of the issued optional titles.
(33) When the information referred to in fraction II of this article is presented in foreign currency, it may be accompanied by its corresponding conversion into national currency, at the exchange rate published in the Official Journal of the Federation on the date of the financial statements or that which corresponds in accordance with the applicable accounting regulations.
(3) Article 34.- Issuers with securities registered in the Registry shall provide the Commission, the exchange and the general public, in addition to the information indicated in the previous Article 33, the legal information indicated below, in the following form and periodicity:
I. On the day of its publication, the call for shareholders' meetings, as well as for bondholder meetings and holders of other securities. The respective agenda shall clearly specify each of the matters to be discussed in the meeting.
II. On the next business day following the holding of the meeting in question:
a) Summary of the agreements adopted in the shareholders' meeting held in compliance with the provisions of Article 181 of the General Law of Commercial Societies, which shall expressly include the application of profits and, where applicable, the declared dividend, number of the coupon or coupons against which payment will be made, as well as place and date of payment.
b) Summary of the agreements adopted in shareholders' meetings other than those mentioned in the previous subsection, as well as in bondholder meetings and meetings of holders of other securities.
III. Within 5 business days following the holding of the shareholders', bondholders' or holders of other securities' meeting, as applicable:
a) Certified copy by the secretary of the Board of Directors of the Issuer or by the person authorized to do so, of the minutes of shareholders' meetings, accompanied by the attendance list signed by the scrutineers appointed for this purpose, indicating the number of shares corresponding to each partner and, where applicable, by whom they are represented, as well as the total number of shares represented.
(3) Copies of the certificates and, where applicable, the list of holders referred to in Article 290 of the Securities Market Law, which shall be sent by the depositaries to the issuer, shall be attached to the attendance list.
b) Certified copy by the president of the meeting, of the minutes of general meetings of bondholders and holders of other securities, accompanied by the attendance list signed by the bondholders and holders of the securities or their representatives and by the scrutineers appointed for this purpose, indicating the number of securities corresponding to each bondholder or holder of securities, as well as the total number of securities represented.
(8) c) Repealed.
(6) IV. At least 6 business days prior to the start of the period in which the act referred to in each of the following notices is intended to be carried out.
a) Notice to shareholders for the exercise of their corresponding pre-emptive rights, due to increases in share capital and the consequent issuance of shares whose amount must be paid in cash.
b) Notice of delivery or exchange of shares, bonds and other securities.
(68) c) Notice for the payment of dividends or distributions, as applicable, in which the amount and proportions thereof or, where applicable, the payment of interest shall be specified.
d) Any other notice addressed to shareholders, bondholders, holders of other securities or to the investing public.
(6) V. By June 30 of every 3 years, the notarization of the general shareholders' meeting in which the verification of the issuer's bylaws with the data of registration in the Public Commerce Registry was approved, including said verification.
(7) In the event that no changes are made to the bylaws of the issuer in question during the 3-year period referred to in this fraction, with respect to the last verification presented, only a certified copy by the secretary of the Board of Directors of the issuer's bylaws shall be provided, stating that they underwent no modification during said period.
(72) VI. At least 3 business days prior to the start of the period in which the update of the registration is intended to be carried out, the notice of exchange of titles of issuers of fiduciary stock certificates for development, real estate or investment projects that are issued under the capital call mechanism shall be made.
(107) The information referred to in fractions I to VI of this article shall be transmitted by the Issuers to the Exchange through SEDI and subsequently on the same date to the Commission through STIV-2. Such information shall, where applicable, be duly signed by the persons who correspond to them in accordance with what is provided in this article.
(18) Third paragraph.- Repealed.
(107) The obligation to provide the information referred to in this article shall be considered fulfilled when it is delivered by the common representative of the holders of the Securities in question.
(43) In the case of credit titles representing shares of a single issuer, the information referred to in this article shall be presented with respect to the settlor.
(3) Article 35.- Issuers with securities registered in the Registry, in the event that they carry out corporate restructurings or the update of the registration of their securities, shall provide the Commission, the exchange and the general public with the information indicated below, in the following form and periodicity:
(68) I. In the case of corporate restructurings of issuers of shares or credit titles representing them, of a single issuer or of subordinated obligations mandatorily convertible into capital or of fiduciary stock certificates for real estate and energy and infrastructure investment:
(68) On the next business day following the publication of the call for the shareholders' meeting or meeting of holders of securities due to the corporate restructuring in question, or on the day immediately following the holding of the board of directors or technical committee session that approves the corporate restructuring, they shall present a brochure on said restructuring, containing the necessary information for shareholders or holders to make a decision, in accordance with the instruction attached to these provisions as Annex P, signed by the general manager, the finance director and the legal director, or their equivalents, within their respective competencies, alongside the following legend:
"We, the undersigned, declare under oath that, within the scope of our respective functions, we prepared the information regarding the issuer contained in this brochure, which, to the best of our knowledge and belief, reasonably reflects its situation. We also declare that we are not aware of any relevant information that has been omitted or falsified in this brochure or that it contains information that could mislead investors."
(36) The brochure prepared in compliance with the instruction presented in accordance with Annex P of these provisions shall include a report by the external auditor regarding the preparation bases of each of the periods corresponding to the pro forma financial information included and the quantification of the corporate restructuring in question.
(73) Issuers may defer the presentation of the aforementioned brochure when the corporate restructuring is confidential as agreed, or when there are conditions inherent to the operation that prevent the issuer from having the necessary information to prepare the respective brochure. Issuers shall present the brochure no later than the next business day after the corporate restructuring ceases to be confidential or after the issuer has the necessary information for its preparation.
(73) When the issuer defers the presentation of the informational brochure due to not having the necessary information for its preparation, it shall publish a relevant event on the date on which the brochure was to be presented in accordance with the second paragraph of this fraction, describing the corporate restructuring, the information not available, and the date on which it is estimated that such information will be available.
(36) Additionally, in the quarterly information presented by the issuer corresponding to the quarter in which the corporate restructuring takes effect and during the following 3 quarters, it shall include in its notes, for comparative purposes, financial statements with pro forma figures in which the financial situation and results of the issuer are presented as if the respective restructuring had taken effect in the same quarter of the previous fiscal year. The pro forma financial information shall be prepared in accordance with Article 81 Bis of these provisions.
II. In the case of Update of Registration:
On the next business day following the publication of the call for the shareholders' meeting or meeting of holders of securities, a report shall be presented containing the description of the act motivating the Update of Registration and its reasons, the effects on the shareholders or holders of the security, as applicable, as well as a comparative note regarding the most relevant differences that may arise in the securities as a consequence of the Update of Registration.
(107) The information referred to in this article shall be transmitted by the Issuers to the Exchange through SEDI and subsequently on the same date to the Commission through STIV-2. Such information shall, where applicable, be duly signed by the persons who correspond to them in accordance with what is provided in this article.
(4) Promoting societies for stock market investment shall not be obliged to present the brochure referred to in fraction I of this article. Notwithstanding the foregoing, in the event that the aforementioned societies carry out a corporate restructuring or an update of registration, they shall indicate this in the annual report of the fiscal year in which such acts take place, in accordance with what is provided in Annex P, fraction II, numeral 2 of these provisions. This shall be without prejudice to the obligation of these societies to make relevant events or relevant information of that character known to the investing public, in accordance with what is established in the Securities Market Law or in these provisions.
(72) Article 35 Bis.- Issuers of fiduciary stock certificates for development, real estate or investment projects, which issue them under the capital call mechanism, shall provide the Commission, the securities exchange in question and the general public, on the day following the expiration of the deadline to attend it, with the information indicated below:
(25) I. The description of the characteristics of the capital call.
(68) II. Where applicable, the corresponding amount of the capital call in question that was not covered, as well as the percentage that this represents with respect to the total capital call that has been made. Likewise, the amount effectively covered by the holders of the fiduciary stock certificates for such capital call.
(25) III. The impact on the business plan derived from the non-compliance with capital calls.
(25) IV. The measures to be adopted in the event of non-compliance with capital calls, as well as the deadline for their implementation.
(25) In all cases, the issuer shall provide, in the terms established in the first paragraph of this article, the result of the application of the aforementioned measures once the deadline determined for their adoption has expired.
(107) The information referred to in this article shall be transmitted by the Issuers to the Exchange through SEDI and subsequently on the same date to the Commission through STIV-2. Such information shall be duly signed by the persons who, in terms of what is agreed in the corresponding issuance minutes, have the authority to do so.
(68) Article 35 Bis 1.- Issuers that issue fiduciary stock certificates for real estate and energy and infrastructure investment that provide in the issuance documents for the assumption of credits, loans or financing charged to the trust's assets, by the settlor, administrator of the trust's assets or whoever is entrusted with such functions, or by the trustee, shall provide:
(72) I. To the Commission, the securities exchange in question and the general public, on a quarterly basis, within 20 business days following the end of each of the first quarters of the fiscal year and within 40 business days following the conclusion of the fourth quarter, the level of leverage or indebtedness, as applicable, that they maintain and the debt service coverage index referred to in Article 7o., fractions VII, subsection a), numerals 4. or 5., and VIII, subsection a), numeral 7., of these provisions, calculated in accordance with what is provided in Annex AA of these provisions and breaking down, at least, the components that according to said annex they used for their calculation.
(68) Likewise, it shall inform the characteristics of each of the relevant credits, loans or financing assumed, including amortizations, interest and the existence, where applicable, of guarantees or relevant characteristics. For the purposes of the foregoing, relevant credits, loans or financing shall be understood as those that represent 10% or more of the total liabilities of the issuer's consolidated financial statements for the last fiscal year. When such operation represents less than the stated percentage or is not quantifiable in percentage terms, the issuer shall evaluate whether the operation in question is relevant to the holders and the market in general.
(72) II. To the Commission, within 40 business days following the close of the fourth quarter, pro forma financial statements of the issuer for the following fiscal year, based on the figures corresponding to said fourth quarter, in terms of Article 81 Bis of these provisions, which reflect the issuer's capacity to comply with the maximum limit of liabilities that they maintain in accordance with what is provided in Article 7o., fractions VII, subsection a) numerals 4. or 5., and VIII, subsection a), numeral 7., of these provisions.
(68) The Commission may order the modifications it considers appropriate to the pro forma financial statements within 20 business days following their presentation.
(68) The information referred to in fraction I of this article shall be transmitted by the issuers to the securities exchange in question through SEDI and on the same date to the Commission through STIV-2; for the information referred to in fraction II of this article, issuers shall transmit it through STIV-2.
(72) The provisions of this article shall equally apply to issuers of fiduciary stock certificates for development or investment projects, in the event that the resources of the issuance are intended to be predominantly used to grant credits, loans or financing to societies or to acquire debt securities issued by them, charged to the trust's assets.
fideicomiso, and additionally intend to contract credits or loans, then for the purposes of complying with what is provided in fraction I, within the deadlines established therein, they must reveal the leverage level they maintain and the debt service coverage ratio referred to in Article 7o., fractions VI, subsection a), numeral 4., and IX, subsection a), numeral 6. Additionally, in order to comply with what is provided in fraction II, within the deadlines determined therein, they must reveal the pro forma financial statements that reflect the issuer's capacity to comply with the maximum limit of liabilities they maintain in terms of what is provided in Article 7o., fractions VI, subsection a), numeral 4., or IX, subsection a), numeral 6., of these provisions.
(3) Article 36.- The federative entities and municipalities with securities registered in the Registry, must provide to the Commission, the Stock Exchange, and the general public, the financial, economic, accounting, administrative, and legal information indicated below, in the form and with the following periodicity:
I. Annual Information:
(6) On the third business day immediately following the presentation or publication of the report referred to in subsection a) of this fraction:
(6) a) Report presented to the Local Legislature or City Council, in accordance with applicable laws, regarding the status of the public account, accompanied by a document indicating the date of presentation of said report to the Local Legislature or City Council or its publication.
(32) b) Annual financial statements or their equivalents, accompanied by the external audit opinion.
c) Annual report corresponding to the immediately preceding fiscal year and prepared in accordance with the instructions attached to these provisions as Annex O and initialed on all pages by:
“ undersigned, declares under oath that, within the scope of their competence, they prepared the information relative to the federative entity or municipality (as applicable) contained in this annual report, which, to the best of their knowledge and belief, reasonably reflects its situation. Likewise, they declare that they have no knowledge of relevant information that has been omitted or falsified in this annual report or that it contains information that could mislead investors.”
(32) 2. The external auditor, exclusively for the purposes of the information relative to the financial statements they opine on in accordance with the preceding subsection b), as well as any other financial information included in the annual report, whose source comes from the financial statements audited by them, alongside the following legend:
(32)
“ undersigned, declares under oath, that the financial statements contained in this annual report for the fiscal years (include the years to which said financial statements refer) were audited on the date (include the date of the audit opinion for each of the financial statements included), in accordance with the International Standards on Auditing (the specific mention of the standards used may be included).
(32) Likewise, they declare that they have read this annual report and based on their reading and within the scope of the audit work performed, they have no knowledge of material errors or inconsistencies in the information included and whose source comes from the audited financial statements mentioned in the previous paragraph, nor of information
that has been omitted or falsified in this annual report or that it contains information that could mislead investors.
(32) However, the undersigned was not hired, and did not perform additional procedures with the objective of expressing an opinion regarding the other information contained in the annual report that does not come from the financial statements audited by them.”
(32) The aforementioned legend must be signed by the representative, attorney, or agent of the legal entity that provides external audit services and by the external auditor, who may be the same person, of the settlor, the administrator of the trust assets, the guarantor, the surety, or any other third party, with respect to which financial statements are included within the annual report.
(85) d) Documents referred to in Articles 84 and 84 Bis of these provisions, signed by the external auditor. The document referred to in Article 84 of these provisions in relation to Article 5, fraction VI and Article 37, fraction I of the “General Provisions Applicable to Entities and Issuers Supervised by the National Banking and Securities Commission that Contract External Audit Services for Basic Financial Statements” and its modifications, must state that the external auditor has no offer to be an official of the federative entity or municipality in question.
II. Quarterly Information:
(32) Within 20 business days following the end of each of the first quarters of the fiscal year and within 40 business days following the conclusion of the fourth quarter, the financial statements, as well as the economic, accounting, and administrative information specified in the corresponding electronic formats, which necessarily must contain an update of the annual report relative to the comments and analysis of the federative entity or municipality regarding its income and expenses and its financial situation, comparing at least, the figures of the quarter in question with the financial statements of the previous year in accordance with applicable accounting regulations. In the event that on the date of presentation of this information the issuer has not presented the annual report, the update of the information relative to the comments and analysis mentioned in this paragraph must be made with respect to what is contained in the placement prospectus.
(16) Additionally, they must present to the Commission and to the Stock Exchange, under the terms provided in the second paragraph of this article, a certificate signed by the person responsible for finances of the federative entity or municipality, within their respective competencies, alongside the following legend:
“ undersigned, declares under oath that, within the scope of their competence, they prepared the information relative to the federative entity or municipality (as applicable) contained in this quarterly report, which, to the best of their knowledge and belief, reasonably reflects its situation. Likewise, they declare that they have no knowledge of relevant information that has been omitted or falsified in this quarterly report or that it contains information that could mislead investors.”
(32) The information corresponding to the fourth quarter will have a preliminary character, with the understanding that once the audited financial statements are available, the information for this period with audited figures will be sent in the corresponding electronic formats on the same date that the information referred to in fraction I, subsection b) above is presented. The delivery of the information relative to the fourth quarter does not exempt from the obligation to present the audited financial statements referred to in the aforementioned subsection b) of fraction I.
III. On the third business day following that which, in accordance with the corresponding law, must be published or presented:
a) A copy of the periodic publication in the official organ or newspaper containing the amount of public debt that reflects the state public debt registry, or of the obligations and loans of the state government and municipalities or its equivalent, in accordance with applicable legislation.
b) In the event that local legislation so provides, periodic report rendered to the Local Legislature by the head of the Executive of the federative entity in question, regarding the sources and uses of public resources, the execution of the programs provided in the corresponding Revenue Law, and the balances of public debt.
c) In its case, the information referred to in Article 8 of the Regulations of Article 9o. of the Law of Fiscal Coordination regarding the registration of obligations and loans of federative entities and municipalities.
IV. Legal Information:
a) On the day of its publication, the call to shareholders or bondholders meetings. The respective agenda must clearly specify each of the matters to be addressed in the meeting.
b) Within 5 business days following the holding of the securities holders' meeting, a certified copy by the president of the securities holders' meeting of the minutes of general meetings of securities holders, accompanied by the attendance list signed by the securities holders or their representatives, indicating the number of securities corresponding to each securities holder and, if applicable, by whom they are represented, as well as the total of said securities.
(6) c) With at least 6 business days prior to the event referred to in each of the following notices:
(8) 1. Repealed.
Notice of delivery or exchange of securities.
Any other notice addressed to securities holders or to the investing public.
d) Information in case of Update of Registration.
(7) e) On the business day immediately following the holding of the meeting, a summary of the agreements taken.
(6) On the business day immediately following the publication of the call for the securities holders' meeting, a report will be presented containing the description of the update of the registration and its reasons, the effects on the securities holders, as well as a comparative note regarding the most relevant differences that may arise in the securities as a consequence of the update of the registration.
(16) The information referred to in fractions I to IV of this article must be transmitted by the federative entities and municipalities to the Stock Exchange through SEDI and subsequently on the same date to the Commission through STIV-2. This information must, if applicable, be duly signed by the persons to whom it corresponds in accordance with what is provided by this article.
(16) The electronic formats used to send the information referred to in fraction II of this article to the Stock Exchange must be used to send said information to the Commission through STIV-2.
The obligation to provide the information referred to in fraction IV of this article will be considered fulfilled when delivered by the common representative of the securities holders in question.
The Commission, in duly justified cases and considering the nature of the Issuer, may authorize that documentation be presented in substitution for the information required by this article.
(103) Article 37.- Foreign nationality Issuers with Securities registered in the Registry, must provide to the Commission, the Stock Exchange, and the general public, the financial, economic, accounting, sustainability, and administrative information indicated below, in the form and with the following periodicity:
I. Annual Information:
a) Simultaneously with that which is presented in the securities market of the Issuer's country of origin or, if applicable, in the foreign markets where their securities are listed, the following information:
(107) 2. Annual financial statements or their equivalents, depending on the nature of the Issuer, accompanied by the external audit opinion, as well as those of their associates that contribute with at least 10% in their net profits or consolidated total assets, excluding investment funds, when the Issuer is a Financial Entity.
(32) 3. Documents referred to in Articles 84 and 84 Bis of these provisions, signed by the external auditor.
(104) 4. Report containing Sustainability Information, prepared in the terms indicated in Article 82 Bis of these provisions.
(24) b) By April 30 of each year at the latest, annual report corresponding to the immediately preceding fiscal year, prepared in accordance with the instructions attached to these provisions as Annex N, signed on the final page by:
(3) 1. The General Manager and the heads of the finance and legal areas, or their equivalents, of the issuer, alongside the following legend:
“ undersigned, declare under oath that, within the scope of our respective functions, we prepared the information relative to the issuer contained in this annual report, which, to the best of our knowledge and belief, reasonably reflects its situation. Likewise, we declare that we have no knowledge of relevant information that has been omitted or falsified in this annual report or that it contains information that could mislead investors.”
(3) 2. The representative, attorney, or agent of the legal entity that provides external audit services and by the external auditor, who may be the same person, exclusively for the purposes of the information relative to the financial statements they opine on in accordance with subsection a), numeral 2 of this fraction, as well as any other financial information included in the annual report, whose source comes from the financial statements audited by them, alongside the following legend:
(32) “ undersigned declares under oath, that the financial statements contained in this annual report for the fiscal years (include the years to which said financial statements refer) were audited on the date (include the date of the audit opinion for each of the financial statements included), in accordance with the International Standards on Auditing (the specific mention of the standards used may be included).
(33) Likewise, they declare that they have read this annual report and based on their reading and within the scope of the audit work performed, they have no knowledge of material errors or inconsistencies in the information included and whose source comes from the audited financial statements mentioned in the previous paragraph, nor of information that
has been omitted or falsified in this annual report or that it contains information that could mislead investors.
(33) However, the undersigned was not hired, and did not perform additional procedures with the objective of expressing an opinion regarding the other information contained in the annual report that does not come from the financial statements audited by them.”
(33) The aforementioned legend must be signed by the representative, attorney, or agent of the legal entity that provides external audit services and by the external auditor, who may be the same person, of the settlor, the administrator of the trust assets, the guarantor, the surety, or any other third party, with respect to which financial statements are included within the annual report.
Issuers will determine at their own responsibility the strategic information they will reserve, provided that it is not Relevant Information or relevant events whose disclosure cannot be deferred. In all cases, Issuers must adopt the necessary measures to guarantee that the reserved information is known exclusively by the persons who must necessarily have access to it.
(32) Foreign issuers, for the purposes of complying with what is provided by this subsection, may present the annual report whose content includes all the information referred to in Annex N of these provisions that, if applicable, they have distributed in the securities market of the country of origin or, if applicable, in the foreign markets where their securities are listed. The foregoing provided that a table is included indicating the chapters where the requirements contained in the cited Annex N are incorporated.
II. Simultaneously with that which is presented in the securities market of the Issuer's country of origin or, if applicable, in the foreign markets where their securities are listed, the following information:
(6) a) Interim financial statements prepared during the fiscal year.
b) Update of the annual report regarding the comments and analysis of the management relative to the operating results and financial situation of the Issuer.
Issuers referred to in this article, whose securities are not listed in another market, must present the information referred to in Article 33 of these provisions.
(70) Third paragraph.- Repealed.
(107) The information referred to in fractions I and II of this article must be delivered by the Issuers to the Stock Exchange through SEDI and subsequently on the same date to the Commission through STIV-2. This information must, if applicable, be duly signed by the persons to whom it corresponds in accordance with what is provided by this article.
Fifth paragraph.- Repealed.
(107) The Commission, in duly justified cases and considering the nature of the Issuer, may authorize that documentation be presented in substitution for the information required by this article or exceptions to the form and terms in which the information is presented.
(33) The information referred to in this article may be presented in the language used by the issuers in the securities market of the country of origin or, if applicable, in the foreign markets where their securities are listed, on the dates specified in the article itself provided that, if applicable, it is additionally delivered translated into Spanish by an expert, within a period of 20 business days following the date on which it was first presented, which must be delivered to the Stock Exchange through SEDI and subsequently to the Commission through STIV-2, regarding the information referred to in fraction I of this article and within a period of 15 business days following the date on which it was first presented, regarding the information referred to in fraction II of this article.
(33) Issuers referred to in this article, when opting to present their financial information in accordance with Article 79, fraction III of these provisions, may omit presenting the reconciliation of the most relevant accounts referred to in said fraction, when they comply with what is established by fraction II, subsection a) of this article or, if applicable, by Article 33, fraction II of these provisions.
(3) Article 38.- Foreign nationality issuers with securities registered in the Registry, must provide in Spanish to the Commission, the Stock Exchange, and the general public, in addition to the information referred to in the previous Article 37, the legal information indicated below, in the form and with the following periodicity:
I. On the day of its publication or dissemination in the country of origin of the Issuer itself, the call to shareholders' meetings or meetings of holders of other securities. The respective agenda must clearly specify each of the matters to be addressed in the meeting.
II. On the business day immediately following the holding of the meeting in question:
a) Summary of the agreements adopted in the shareholders' meeting or, if applicable, by the competent corporate body that resolves regarding the results of the fiscal year, which expressly includes the application of profits and, if applicable, the declared dividend, coupon number or document against which it will be paid, as well as place and date of payment, translated by an expert translator.
b) Summary of the agreements adopted in shareholders' meetings or meetings of holders of other securities other than those mentioned in the preceding subsection, translated into Spanish by an expert translator.
III. Within 5 business days following the holding of the shareholders' meeting or meetings of holders of other securities, a certified copy by the secretary of the competent administrative body of the Issuer or by a person authorized for this purpose, of the minutes of shareholders' meetings or meetings of other securities.
(6) IV. With at least 6 business days prior to the event referred to in each of the following notices:
a) Notice to shareholders for the exercise of their corresponding pre-emptive rights, due to increases in share capital and the consequent issuance of shares, the amount of which must be paid in cash.
b) Notice of delivery or exchange of shares.
c) Notice for the payment of dividends, in which the amount and proportions thereof or, if applicable, payment of interest must be specified.
d) Any other notice addressed to shareholders, holders of other securities, or to the investing public.
(107) The information referred to in fractions I to IV of this article must be transmitted by the Issuers to the Stock Exchange through SEDI and subsequently on the same date to the Commission through STIV-2. This information must, if applicable, be duly signed by the persons to whom it corresponds in accordance with what is provided by this article.
The Commission, in duly justified cases and considering the nature of the Issuer, may authorize that documentation be presented in substitution for the information required by this article or exceptions to the form and terms in which the information is presented.
(5) Article 39.- Repealed.
(103) Article 40.- Issuers that have obtained the registration of debt instruments with a term equal to or less than 1 year in the Registry, including those whose issuances cannot exceed 1 year, solely for the purposes of this Title, must provide to the Commission, the Stock Exchange, and the general public, in the form and terms established for this purpose, the annual and quarterly information indicated in Articles 33, fractions I, subsection a), numerals 3, 5 and 6 and II; 36, fractions I, subsections b) and d) and II, and 37, fractions I, subsection a), numerals 2, 3 and 4, and II, of these provisions, as applicable.
(32) Article 41.- Issuers must disclose in their quarterly and annual information any modifications they have made to the guidelines on internal control and internal audit of the company and of the legal entities that control it, as well as to the accounting policies and criteria of the company, in accordance with which they prepared their financial statements. If there are relevant changes in the application of such policies and criteria, they must disclose to the stock exchange through SEDI and subsequently send on the same date to the Commission through STIV-2, the reasons for the changes and their impact, as well as the report from their external auditor, which must contain their opinion regarding the aforementioned relevant changes.
(3) The relevant changes referred to in the preceding paragraph must be previously approved by the board of directors of the issuers and have the favorable opinion of the committee performing audit functions.
(86) Article 42.- Repealed.
(16) Article 43.- Issuers that present in foreign markets the information referred to in Articles 104 to 106 of the Securities Market Law and these provisions, prior to the deadlines established by the latter, are obligated to disclose such information in Spanish to the investing public and to the stock exchange through SEDI, as well as to send it to the Commission through STIV-2, simultaneously with its presentation in said markets.
(16) Likewise, issuers must disclose to the investing public and to the stock exchange through SEDI, and subsequently on the same date send to the Commission through STIV-2, the relevant information they present in foreign markets, which is required of them by the authorities of said markets, as well as that which they are obligated to provide to the respective stock exchanges or which these make public regarding the issuer in question and which is different from that which, in accordance with these provisions, must also be presented to the Commission, the stock exchange, or made known to the public.
The information referred to in this paragraph must be disclosed and sent on the same date that the aforementioned circumstances occur.
Article 44.- When Issuers present confusing, incomplete information, or if it does not comply with what is provided in this Title, the Stock Exchange may suspend the quotation of the securities based on the evaluation it performs regarding the available information and the prevailing conditions in the market. Regardless of the foregoing, the Stock Exchange must immediately require the Issuers to clarify or rectify said information.
The Stock Exchange may allow the securities to continue trading while the deficiency or non-compliance persists for a period not exceeding 20 business days, counted from the date the corresponding circumstance occurs, provided that disordered market conditions do not arise.
(16) Article 45.- Issuers that are not in a position to provide the information referred to in this Title must disclose to the stock exchange through SEDI and subsequently on the same date send to the Commission through STIV-2, no later than the business day immediately preceding that designated for its delivery, the causes that result in the non-compliance, as well as the date on which they will present the corresponding information.
The Stock Exchange, when evaluating the causes of non-compliance disclosed by the Issuer, the Issuer's background regarding the delivery of information, as well as the available information and provided that disordered market conditions do not arise, may allow the securities to continue trading while the non-compliance persists, for a period not exceeding 20 business days, counted from the date on which the delivery of the corresponding information was omitted.
(16) In the event that issuers do not disclose through SEDI what is stated in the first paragraph of this article, the stock exchange must suspend the quotation of the securities on the next business day established by these provisions for its delivery, communicating this circumstance to the issuers.
(32) Article 46.- In the event that the opinion on the financial statements of any issuer, settlor, administrator of the trust assets, or any other third party from whom the fulfillment of the trust obligations depends, wholly or partially, presents a modified or non-favorable opinion, the information contained in the opinion must be disclosed through the stock exchange's SEDI, no later than the business day immediately following the date established by these provisions for the delivery of the corresponding opinion. Subsequent to said disclosure, but on the same date, such information must be sent to the Commission through STIV-2. In the event that it is not disclosed through SEDI as indicated above, the stock exchange must suspend the quotation of the securities.
(32) The stock exchange must evaluate the opinions presented by issuers when they contain modified or non-favorable opinions, mentions, clarifications, or emphasis paragraphs, and based on the relevance and adequate and sufficient information provided to the investing public, may suspend the quotation of the corresponding securities.
(32) In the event that the opinion on the aforementioned financial statements is adverse or constitutes a disclaimer of opinion by the external auditor, in accordance with the auditing standards used, the stock exchange must suspend the quotation of the securities, informing the issuer, until the situation is remedied.
(3) Likewise, in the case where the opinion of the audit committee referred to in Article 42, fraction II, subsection e) of the Securities Market Law, or when applicable, of the statutory auditor, as established in Article 166, fraction IV of the General Law of Commercial Companies, determines that the information presented does not comply with the accounting and information policies and criteria followed by the issuer, as well as that such policies and criteria have not been applied consistently, the stock exchange may suspend the quotation of the securities, considering the importance of such events, based on how adequate and sufficient the information provided to the general public is.
Article 47.- The board of directors of the Issuer must approve guidelines for its directors, executives, and other persons who participate in the preparation, analysis, approval, and presentation of the information referred to in this Title, which help determine when they must abstain from ordering the execution of transactions with securities of the Issuer itself. Such guidelines must include the persons responsible in matters of acquisition of own shares and ordering the purchase and placement of own shares referred to in Title Sixth of these provisions.
(3) Article 48.- The persons referred to in Article 365 of the Securities Market Law, who intend to obtain the authorization referred to in fraction V of the aforementioned article, must submit in writing the corresponding request to the Commission, which must contain the following:
(72) I. The type of operation they intend to carry out, specifying the class of securities to be acquired or disposed of, as well as the volume or amount of the operation. In the case of shares or fiduciary development securities, real estate, energy and infrastructure investment, or investment project certificates, the series must be specified.
II. The intermediary through which the operation is intended to be carried out.
III. The type of operations, the class of security, the date, volume, price, Stock Exchange or market, and intermediary, through which the operation was executed by virtue of which the authorization referred to in this article is required.
IV. The reasons why the request in question is considered justified.
(3) In the written request, the person must declare, under oath, that they do not possess insider information, within the meaning of Article 362 of the Securities Market Law, that would motivate them to carry out the operation subject of the request.
(72) In the event that such authorization is granted, the person in question must inform the Commission no later than the business day following that on which they carried out or executed the last of the authorized operations, its result, including the date of execution, volume traded, price, and intermediary through which it was carried out. In the case of shares or fiduciary development securities, real estate, energy and infrastructure investment, or investment project certificates, the operation must be executed on the stock exchange and at the market price corresponding to the day on which it is carried out.
Article 49.- For the purposes of what is provided in fraction IV of the previous article, the Commission may consider the request justified when the persons in question intend to:
(3) I. Participate in corporate restructurings.
II. Effect adjustments in the shareholding of the Issuer, when dealing with volumes greater than 1% of its share capital within the same group of persons.
III. Participate in public offers.
IV. Exercise the right of first refusal, in the case of a subscription of shares.
(72) V. Dispose of shares or fiduciary development securities, real estate, energy and infrastructure investment, or investment project certificates, of one series and with the proceeds acquired shares or certificates of another series of the same issuer.
(72) VI. Dispose of shares or fiduciary development securities, real estate, energy and infrastructure investment, or investment project certificates to obtain cash in order to face emergency situations.
(7) Chapter Two
(7) Of the acquisitions of securities subject to disclosure
(7) Article 49 Bis.- The person or group of persons who directly or indirectly hold 10% or more of the shares representing the share capital of anonymous societies, registered in the Registry, as well as the members of the board of directors and relevant executives of said societies, for the purposes of what is provided in Article 111 of the Securities Market Law, must make known to the Commission the disposals or acquisitions they make on said securities during a calendar quarter, within five business days following the end of each period, provided that the total amount traded within said period is equal to or greater than the equivalent in national currency to 1,000,000 units of investment, considering the value of the unit of investment on the last business day of the quarter in which the operations are carried out.
(7) Likewise, the persons mentioned in the preceding paragraph will inform the Commission of disposals or acquisitions on shares of the referred societies that they carry out within a period of five business days, when their total traded amount is equal to or greater than the equivalent in national currency to 1,000,000 units of investment, on the business day following that on which said amount is reached, considering the value of the unit of investment on the day of the last operation.
(7) The following will not be included, for the purposes of providing the information referred to, securities lending operations, stock pledges, unless the latter are executed, and repo operations for the settlement of international arbitrage operations.
(7) The foregoing, without prejudice to the prohibition established in Article 365 of the Securities Market Law.
(7) For the purposes of what is established in this chapter, the provisions of Article 112 of the Securities Market Law shall apply.
(7) Article 49 Bis 1.- The information referred to in the previous Article 49 Bis will be presented in the administrative unit of the Commission in charge of its supervision, in the format attached as Annex U to these provisions, printed and duly signed by the holder of the shares or their representative or proxy.
(7) Likewise, the persons indicated in Articles 109 and 110 of the Securities Market Law must present to the stock exchange the information to which such provisions refer, and additionally in writing to the Commission. In both cases, no later than the business day following that on which the circumstances provided for in said articles occur.
(7) That information that must be presented by a group of persons to the Commission and/or to the stock exchange, in accordance with what is provided by Articles 109 to 112 of the Securities Market Law and these provisions, must be delivered through a representative, specifically containing the data and holdings resulting, as well as, if applicable, the percentage of increase or decrease, of each of the persons who make up the group.
(16) Article 49 Bis 2.- Issuers of shares or credit titles that represent them must send to the Commission through STIV-2, within a period of 20 business days counted from the one in which they have obtained the initial registration in the Registry of said securities and no later than June 30 of each year, from the year following the year of initial registration, a report containing the name, denomination or corporate name; the number, series and class of the shares of which they are owners, as well as the amount and percentage they represent with respect to their share capital, of the following persons:
(7) I. Directors and relevant executives of the issuer who maintain, directly or indirectly, an individual shareholding greater than 1% of the share capital of the issuer.
(7) II. Natural or legal persons, trusts or other investment vehicles, that are direct or indirect owners or beneficiaries of 5% or more of the share capital of the issuer.
(7) III. The 10 shareholders, natural or legal persons, with the greatest direct share participation, even if such participation does not represent 5% of the share capital of the issuer individually.
(16) Likewise, the issuers referred to in this article are obligated to send to the Commission through STIV-2, the information referred to in the last paragraph of Article 49 Bis 3 of these provisions.
(7) The report referred to in this article must contain information updated at least to the date of celebration of the ordinary general assembly of shareholders that resolves on the results of the immediate previous fiscal year, as well as be signed by the general director and the head of the legal area, or their equivalents, of the issuer in question.
(10) Issuers of shares or credit titles that represent them, when making the information submissions provided for in this article, may indicate the documents containing confidential information in terms of the Federal Law of Transparency and Access to Public Governmental Information, in order for them to be preserved with such character.
(32) Article 49 Bis 3.- Issuers of shares or credit titles that represent them must send no later than April 30 of each year, a letter addressed to each of the members of the board of directors, as well as to their relevant executives, requesting the number, series and class of the shares of which they are owners or beneficiaries, directly or indirectly, as well as the amount and percentage they represent with respect to the share capital of the issuer, adjusting to the format contained in Annex V of these provisions.
(32) Likewise, issuers of shares or credit titles that represent them must send no later than April 30 of each year, a letter addressed to the brokerage houses requesting them to deliver no later than on the date of celebration of the assembly held in compliance with what is provided in Article 181 of the General Law of Commercial Companies, the list of shareholders they represent.
(32) The natural and legal persons or vehicles that are in the circumstances referred to in fractions I and II of the previous Article 49 Bis 2, on the date of celebration of the ordinary general assembly of shareholders that resolves on the results of the immediate previous fiscal year, must provide no later than May 15 of each year to the issuer in question, the information referred to in the first paragraph of this article and, additionally, if applicable, their name, denomination or corporate name, adjusting to the aforementioned format contained in Annex V of these provisions.
(32) Likewise, any natural person who is the owner or beneficiary of 1% or more of the share capital of the issuer, directly or indirectly, through one or more legal persons, trusts or other investment vehicles, must inform such situation to the corresponding issuer through the aforementioned Annex V, on the date indicated in the preceding paragraph, revealing the manner in which they maintain such shareholding.
Title Fifth
Disclosure of Relevant Events
(97) Article 50.- Issuers of Securities registered in the Registry must transmit their Relevant Events to the Stock Exchange in which their Securities are listed through SEDI, in the form and terms established in this Title and, subsequently on the same date, to the Commission through STIV-2.
(97) By way of example and not limitation, and always that they influence or may influence the prices of the Securities registered in the Registry, the following are considered Relevant Events:
(4) I. With respect to the corporate structure of the issuer:
(4) a) Changes in the organizational structure of the issuer.
(4) b) Changes in the members of the corporate bodies of the issuer or of their relevant executives, as well as the reasons that motivated them.
(4) c) Modifications to the bylaws.
(4) II. With respect to the business of the issuer:
(4) a) The execution, non-compliance, rescission or termination of contracts or agreements for business collaboration or strategic alliances by the issuer or by the legal entities it controls or in which it has significant influence.
(4) b) The execution, non-compliance, rescission or termination of contracts or agreements with suppliers, clients or with governments of any level that are determinants for the realization of the corporate purpose of the issuer or of the legal entities it controls or in which it has significant influence.
(4) c) Participation in contests or tenders by the issuer or by the legal entities it controls or in which it has significant influence, as well as the respective result.
(4) d) The substitution of important suppliers and clients of the issuer or of the legal entities it controls or in which it has significant influence.
(4) e) The development, creation or cancellation of business lines, products or services by the issuer or by the legal entities it controls or in which it has significant influence, as well as changes in their distribution method.
(4) f) The acquisition, disposal, contracting, granting, modification, expiration, revocation or cancellation of patents, trademarks, licenses or franchises of the issuer or of the legal entities it controls or in which it has significant influence.
(4) g) The granting, modification or revocation of concessions to the issuer or to the legal entities it controls or in which it has significant influence.
(4) h) Facts constituting cases of force majeure or fortuitous events that hinder the performance of the issuer's activities or those of the legal entities it controls or in which it has significant influence.
(4) i) The entry into or exit from markets in which the issuer or the legal entities it controls or in which it has significant influence participates.
(4) j) Expansion projects and their modifications or cancellations, as well as estimated financing costs and execution timelines.
(4) k) Variations or substitutions in the supply of inputs used for the production of products or provision of services.
(4) l) Individualized governmental resolutions referring, by way of example, to concessions, permits, authorizations, exemptions, and subsidies.
(4) m) The judicial declaration of commercial bankruptcy or insolvency of the issuer or of the legal entities it controls or in which it has significant influence, as well as the termination of said processes.
(4) n) The reasons why the issuer has retransmitted information that, in accordance with applicable provisions or the stock exchange's internal regulations, must be made known to the general public. Regarding financial information, the issuer must also identify, where applicable, the observations of the external auditor.
(4) o) The discovery of resources, or the development, acquisition, or application of new technologies that impact the business operations of the issuer or of the legal entities it controls or in which it has significant influence.
(4) p) The incorporation, separation, withdrawal, or exclusion of partners or shareholders who maintain contracts or collaborate in operations related to the financial, legal, technological, or administrative aspects of the issuer or of the legal entities it controls or in which it has significant influence.
(4) q) The contracting of services with third parties for the performance of activities inherent to the issuer's business.
(4) r) Modifications to hedging techniques for risks associated with the activities inherent to the business of the issuer or of the legal entities it controls or in which it has significant influence.
(4) III. Regarding the issuer's securities:
(72) a) The negotiation or consummation of investment projects, mergers, or spin-offs, or those involving the acquisition of the issuer's shares that modify its capital structure, and, where applicable, that of the legal entities it controls or in which it has significant influence. The provisions of this clause shall also apply when dealing with fiduciary development, real estate, energy and infrastructure investment, or investment project securities certificates.
(4) b) Modifications to the program for the acquisition of own shares provided for in the Securities Market Law.
(4) c) The causes that result in the acquisition of own shares in atypical or unusual volumes.
(4) d) Changes in the shareholding composition of the issuer that affect its control or that of the legal entities in whose capital the issuer participates, as well as those operations constituting at least 5% of the shares representing its social capital, carried out by its directors, controlling shareholders, relevant executives, and other persons who, under the terms of the Securities Market Law, are presumed to have knowledge of material events as privileged information.
(4) e) The acquisition or disposal of securities or derivative financial instruments underlying securities, representing a significant percentage of the social capital of other legal entities.
(4) f) The suspension or cancellation abroad of the listing of the issuer's securities.
(4) g) Modifications to the rating, where applicable, issued by any securities rating agency.
(31) h) Other ratings on credit quality obtained for any cause by securities rating agencies other than those that follow its credit quality rating, as well as the designation of said rating agencies, once such ratings have been made known to it and the clarification procedures have been exhausted. The disclosure must include the main considerations exposed by the rating agency itself for the determination of the rating.
(4) i) Acts, facts, or events related to public offerings of securities.
(4) j) The obtaining of the issuer's securities listing on national or foreign stock exchanges, as well as the decision to delist securities on said exchanges.
(7) k) The contracting of market makers regarding the issuer's securities, as well as the extension, termination, rescission, or renewal of the respective contracts.
(4) IV. Regarding the issuer's financial situation:
(4) a) Deviations in the performance of the issuer or of the legal entities it controls or in which it has significant influence, with respect to forecasts or projections previously made public.
(19) b) The granting and obtaining of credits, loans, or financings that represent a significant amount of the issuer's consolidated capital. Likewise, the sum of credits, loans, or financings contracted by the issuer, from the publication of the last quarterly report it must present in accordance with these provisions, when such sum represents 5% or more of the total assets, liabilities, or consolidated capital of the issuer.
(4) c) Relevant modifications in the issuer's strategic assets.
(4) d) The granting, modification, or substitution of guarantees representing a significant percentage of the issuer's consolidated capital.
(4) e) Changes or deviations in the application of resources from the issuance of securities or financings in general.
(4) f) Restructurings or amortizations of the issuer's most important liabilities or those of the legal entities it controls or in which it has significant influence.
(4) g) Defaults in the payment of interest or capital amortization of the issuer's debt securities and other liabilities, or those of the legal entities it controls or in which it has significant influence.
(4) h) Any situation that impacts the financial structure, results, or liquidity, solvency, profitability, and asset utilization indices, as well as any change in accounting, financial, or economic policy relative to the immediate preceding fiscal year in which such change occurs.
(4) i) Modifications to the dividend payment policy, as well as loans or credits in favor of the issuer that imply restrictions or obligations to give, do, or not do, such as the payment of dividends, or that imply modifications to its capital structure.
(4) j) The loss of at least one-quarter of the social capital.
(8) k) Repealed.
(72) l) Modification to stock option plans for relevant executives and employees, as well as to trusts constituted for such effect. Included in this clause are modifications to stock option plans for employees of issuers or administrators of fiduciary development, real estate, energy and infrastructure investment, or investment project securities certificates.
(4) m) The creation and extinction of unconsolidated entities in the issuer's financial statements that could affect its financial situation.
(32) n) Modified or unfavorable opinions presented in the audit report of the issuer's financial statements.
(4) V. Regarding litigation and regulatory modifications:
(4) a) Collective labor disputes of the issuer or of the legal entities it controls or in which it has significant influence.
(4) b) Judicial, administrative, or arbitral proceedings of importance to the issuer or to the legal entities it controls or in which it has significant influence, as well as the outcome of resolutions in said proceedings, or those issued against shareholders having at least significant influence, directors, and relevant executives.
(4) c) Modifications to laws or governmental provisions that impact the business operations of the issuer or of the legal entities it controls or in which it has significant influence.
(7) VI. Regarding fiduciary titles, concerning the trustee or administrator of the fiduciary assets, rights, or securities:
(7) a) Any instruction received from the technical committee of the trust related to aspects not provided for in the corresponding trust agreement.
(7) b) Modifications to the rating of the trustee or administrator of the fiduciary assets, rights, or securities, where applicable, issued by any institution qualified as a trust service provider or asset administrator, respectively.
(7) c) The update of any of the causes established in the trust agreement that result in the substitution of the trustee or administrator of the fiduciary assets, rights, or securities.
(7) d) The substitution of the trustee, as well as the identification and relevant information of the substitute trustee.
(7) e) The substitution of the administrator of the fiduciary assets, rights, or securities, as well as the designation and relevant information of the substitute administrator.
(7) f) Any relevant changes in the administration and collection policies of the administrator of the fiduciary assets, rights, or securities.
(97) VII. Regarding fiduciary titles, concerning the fiduciary assets, rights, or Securities:
(7) a) That a percentage greater than 10% of the total fiduciary assets, rights, or securities has 4 or more past-due and unpaid monthly installments in a period.
(7) b) That a percentage greater than 10% of the total outstanding principal balance of the fiduciary credit rights is paid early in a period.
(7) c) That, under the terms of the respective assignment contract, the assignor of the fiduciary assets, rights, or securities reacquires or substitutes 10% or more of said assets, rights, or securities. Likewise, if as a result of that substitution or reacquisition, a percentage greater than 25% of the total assets comprising the trust's equity is concentrated in a geographic zone.
(7) d) If a percentage greater than 5% of the total fiduciary assets, rights, or securities is involved in judicial, administrative, or arbitral proceedings.
(7) e) When the resources available to the trust are insufficient to cover amounts payable on a specific date under the issued securities, and therefore it is necessary to exercise some guarantee.
(98) VII Bis. Regarding fiduciary titles and other Securities issued under trusts on assets other than shares placed through a restricted public offering that allocate, at least, 70% of the issuance resources to investment in collective investment mechanisms not listed on any stock exchange:
(103) a) Whose placement prospectus has included the provisions of Article 7, fraction II, subsection b), numeral 1, fourth paragraph of these provisions, when they maintain more than 30% of the issuance resources in investments in Securities other than those indicated in said numeral, in which case, additionally, they must disclose that, from that moment on, the quarterly and annual financial information, the report referred to in Article 82 Bis of these provisions, as well as the annual report, will be disclosed under the terms of Article 33, fractions I, subsections a), first paragraph and b), first paragraph, and II, second paragraph of these provisions, as applicable to the type of information.
(103) b) In the event that they obtain the Commission's authorization to publish an informative notice, complementary to the placement prospectus, informing the adoption to adhere to the regime provided for in Article 7, fraction II, subsection b), numeral 1, fourth paragraph of these provisions, they must reveal such fact, as well as that, from that moment on, the quarterly financial information referred to in Article 33, fraction II, will be disclosed, no later than within 20 business days following the conclusion of the quarter subsequent to that to which the information corresponds, and that the annual financial statements or their equivalents indicated in Article 33, fraction I, subsection a), numeral 3, the report referred to in Article 33, fraction I, subsection a), numeral 6, as well as the annual report referred to in Article 33, fraction I, subsection b), numeral 1, all of these provisions, will be presented, no later than June 30 of each year.
(72) VIII. Regarding fiduciary development, real estate, energy and infrastructure investment, or investment project securities certificates:
(68) a) That they have been issued under the capital call mechanism, the amount corresponding to the capital call in question that has not been covered, as well as the percentage it represents with respect to the total call made, describing the impact on the business plan.
Likewise, the amount effectively covered by the holders of the fiduciary securities certificates for such capital call.
(103) b) Whose placement prospectus has included the provisions of Article 7, fractions VI, subsection a), numeral 6, and IX, subsection a) numeral 8, of these provisions, when they maintain more than 30% of the issuance resources in investments in securities other than those indicated in said numeral, in which case, additionally, they must reveal that from that moment on, the quarterly and annual financial information, the report referred to in Article 82 Bis of these provisions, as well as the annual report, will be disclosed under the terms of Article 33, fractions I, subsections a), first paragraph and b), first paragraph, and II, second paragraph of these provisions, as applicable to the type of information.
(103) c) In the event that they obtain the Commission's authorization to publish an informative notice, complementary to the placement prospectus, informing the adoption to adhere to the regime provided for in Article 7, fraction VI, subsection a), numeral 6, and IX, subsection a), numeral 8, of these provisions, they must reveal such fact, as well as that from that moment on, the financial information referred to in Article 33, fraction II, will be disclosed no later than within 20 business days following the conclusion of the quarter subsequent to that to which the information corresponds, and that the annual financial statements or their equivalents referred to in Article 33, fraction I, subsection a), numeral 3, the report referred to in Article 33, fraction I, subsection a), numeral 6, as well as the annual report referred to in Article 33, fraction I, subsection b) numeral 1, all of these provisions, will be presented no later than June 30 of each year.
(72) d) In case the call for a general assembly of holders includes in the agenda any of the topics referred to in Article 7, fraction VI, subsection a), numeral 1, fraction VII, subsection), numeral 1, fraction VIII, subsection a), numeral 1, and IX, subsection a), numeral 1, of these provisions, or Article 64 Bis 1, fraction I, subsection c) of the Securities Market Law, as applicable, the detailed information to be presented for approval of said assembly regarding such topics. Such disclosure must be made on the same day the corresponding call is published.
(72) e) That they have provided in the issuance documents the assumption of credits, loans, or financings charged to the trust's equity, by the settlor, administrator of the trust's equity, or whoever is entrusted with such functions, or by the trustee, under the terms of these provisions:
(93) i) When for any cause it exceeds the maximum leverage or indebtedness limit established in Article 7, fractions VI, subsection a), numeral 4.1, VII, subsection a), numeral 4.1, and IX, subsection a), numerals 6.1 and 6.2, second paragraph, or in the case of fiduciary real estate securities certificates in which the fiduciary equity is at all times integrated by assets, goods, or rights fully identified, regardless of the investment vehicle through which they were incorporated into the trust, or of fiduciary energy and infrastructure investment securities certificates, such limit is greater than that determined by the general assembly of holders under fractions VII, subsection a) numeral 1.2, second paragraph, and VIII, subsection a), numeral 1.2, second paragraph, respectively, of these provisions.
(93) ii) When for any reason the debt service coverage index established in accordance with Article 7, fractions VI, subsection a), numeral 4.2; VII, subsection a), numeral 4.2, and IX, subsection a), numeral 6, is less than 1.0, or in the case of fiduciary real estate securities certificates in which the fiduciary equity is at all times integrated by assets, goods, or rights fully identified, regardless of the investment vehicle through which they were incorporated into the trust, or of fiduciary energy and infrastructure investment securities certificates, such index is less than that determined by the general assembly of holders under fractions VII, subsection a), numeral 5, and VIII, subsection a), numeral 7, respectively, of these provisions.
(72) iii) When for any cause it exceeds the maximum limit established in Article 7, fractions VI, subsection a), numeral 4, fourth paragraph regarding fiduciary development securities certificates; fraction VII, subsection a), numeral 4, fifth paragraph and numeral 5, second paragraph regarding fiduciary real estate securities certificates; VIII, subsection a), numeral 7, regarding fiduciary energy and infrastructure investment securities certificates, and IX, subsection a), numeral 6, fourth paragraph, regarding fiduciary investment project securities certificates;
(93) iv) When the technical committee has approved the corrective plans referred to in Article 7, fractions VI, subsection a), numerals 4.1, last paragraph and 4.2, last paragraph; VII, subsection a), numerals 4.1, last paragraph and 4.2, last paragraph, or numeral 5, fourth and fifth paragraphs; VIII, subsection a), numeral 7, last paragraph, or IX, subsection a), numeral 6.1, last paragraph of these provisions. In all cases, they must present, at least, the main characteristics and actions they contain.
(93) v) The non-compliance with the corrective plans referred to in Article 7, fractions VI, subsection a), numerals 4.1, last paragraph and 4.2, penultimate paragraph; VII, subsection a), numerals 4.1, last paragraph and 4.2, last paragraph, or numeral 5, fourth and last paragraphs; VIII, subsection a), numeral 7, sixth paragraph and IX, subsection a), numeral 6.1, last paragraph and 6.2, last paragraph of these provisions.
(68) IX. The information disclosed by the issuer to investors or analysts, national or foreign, through telephone conferences, emails, reports, or any other means of communication.
(4) X. The other acts, facts, or events that have the capacity to influence the price of the issuers' securities.
(72) Regarding fiduciary titles or securities whose compliance depends totally or partially on the settlor, administrator of the trust's equity, guarantor, or any other third party, the information referred to in this article must be disclosed, as applicable, in relation to said subjects. Likewise, for the case of fiduciary development, real estate, energy and infrastructure investment, or investment project securities certificates, the information of this article must be disclosed and sent additionally, in relation to the societies regarding which the trust invests or acquires titles representing their social capital, considering each of the investments or divestments that, where applicable, are made.
(107) Issuers, in order to determine if an event is material, must consider whether the act, fact, or event in question represents, where applicable, at least 5% of the total consolidated assets, liabilities, or capital, or 3% of the total consolidated sales or income of the previous fiscal year of the Issuer. When such operation represents less than the indicated percentages or is not quantifiable as a percentage, the Issuer must evaluate whether the act, fact, or event in question constitutes or may constitute material information under the terms of the Securities Market Law.
(68) Regarding the statement that issuers must make, where applicable, regarding the lack of knowledge of the causes that have given rise to unusual movements in the market relative to the price or trading volume of their securities or changes in the supply or demand of their securities or their price, which are not consistent with their historical behavior and cannot be explained with publicly available information, under Article 106 of the Securities Market Law, issuers must clarify whether members of their board of directors or relevant executives carried out transactions with the securities of the issuer in question; if negative, this must be clarified accordingly.
(64) Regarding issuers that participate in hydrocarbon exploration and extraction activities through contracts or assignments, they must additionally inform the Executive Coordination of the Mexican Petroleum Fund, as well as the Deputy General Directorate of Supervision of Hydrocarbon Revenue Operations belonging to the Hydrocarbon Revenue Unit, attached to the Undersecretariat of Revenues of the Ministry of Finance and Public Credit, the
relevant events that, in accordance with the Securities Market Law, must be made known to the general public, on the same date they are disclosed to the public and to the Commission.
(3) Article 51.- Issuers that opt to defer the disclosure of any relevant event, under the terms of Article 105 of the Securities Market Law, must maintain a register with the names of persons who have had access to the information, including the date and time they became aware of it, obtaining from them a confidentiality commitment, preserving the privileged nature of such information for all applicable legal purposes.
(3) Article 52.- Members of the board of directors, the general manager, and other relevant executives who know or who by virtue of their functions should have knowledge of relevant events, will be responsible for instructing the disclosure of the related information in accordance with this Title.
(72) Article 53.- Issuers must implement the necessary mechanisms to guarantee that acquisition or sale operations of the shares representing their capital or credit instruments representing them, or the issuance of fiduciary development, real estate, energy and infrastructure investment, or investment project trust certificates, carried out by their shareholders, directors, relevant executives, holders, members of the technical committee or equivalents, are notified to them no later than on the same date the operations are carried out, in order to comply with the requirements formulated by the Commission or the exchanges under the terms established in Article 106 of the Securities Market Law.
(107) Article 54.- The Exchange must immediately request from Issuers additional information on relevant events disclosed, when in its judgment the information contained therein is insufficient, imprecise or confusing, as well as order them to specify or rectify such information if it is confusing. Likewise, the Commission may request from Issuers the expansion, clarification or rectification of the information related to relevant events.
The Commission or the Exchange may require Issuers to rectify, ratify, deny or expand any relevant event, when it has been disclosed by third parties to the public and that, in its judgment, may affect or influence the quotation of the Securities.
The Exchange must immediately inform the Commission about the requirements formulated. The foregoing, without prejudice to the Commission carrying out the aforementioned requirements on the Issuers in question.
(5) Article 55.- Repealed.
Title Sixth
Acquisition of Shares by Their Issuers
(3) Article 56.- Issuers that carry out the acquisition of shares representing their share capital, in accordance with Article 56 of the Securities Market Law, will do so through the exchange, and must comply, in addition to what is provided in said legal provision, with the following:
I. Be up to date in the payment of cumulative dividends that, if applicable, have been established in favor of preferred shares.
(3) II. Be up to date in the payment of obligations derived from the issuance of debt instruments that are registered in the Registry.
III. Carry out the acquisition:
a) On released shares, without any distinction with respect to the holders of the shares, which would reduce the generality of the operation.
b) Through a market order. In the event that there are no bids, the Issuer must instruct that its order be operated as limited, for which it will determine as the price the price of the last buy-sell transaction recorded on the Exchange, unless in accordance with what is provided in the Exchange's internal regulations, or upon justified request of the Issuer, the operation proceeds by auction, in which case the prices of the other series of the Issuer must always be considered.
c) In the event that the Issuer's intention is to acquire more than 1% of the shares in circulation in the market, in the same trading session, it must inform through SEDI, at least 10 minutes in advance of the presentation of the bids corresponding to its order. Such communication must contain, at minimum, information regarding the class of shares to be acquired, percentage of the Issuer's share capital and price.
d) Through a public purchase offer when the number of shares intended to be acquired in one or several operations, within a period of 20 business days, is equal to or greater than 3% of the Issuer's shares in circulation.
(3) In the event that the offer referred to in this subsection has as its purpose the cancellation of the registration of the shares in the Registry, the price of the offer must comply with what is provided in Article 108 of the Securities Market Law.
(3) e) Ordering it through the person designated by the general manager of the issuer as responsible for the management of resources for the acquisition of own shares, complying with what is provided in Article 60 of these provisions.
f) Through a single brokerage firm, when carried out on the same date.
(32) IV. Refrain from instructing orders during the first and last 30 minutes of operation corresponding to a trading session, as well as outside the schedule of said session. Additionally, they must take the necessary precautions so that the financial intermediaries to whom they issue instructions do not carry out the operations in the aforementioned periods.
V. Instruct only orders with daily validity.
VI. Notify the Exchange, no later than the next business day following the agreement of the acquisition operation, through SEDI in the corresponding Electronic Formats. These Formats must specify, at minimum, the following information:
a) The date and consecutive number of the corresponding acquisition operation.
b) Type of operation.
c) Series and number of shares acquired.
d) Unit price and amount of the operation.
e) Intermediaries through which the acquisitions are carried out.
f) If the acquisition was made from accounting capital or share capital and the corresponding amount, as well as the number of own or treasury shares, as the case may be, resulting from the acquisition.
g) The remainder of the resources that, by agreement in the shareholders' assembly, had been assigned for the acquisition of own shares.
VII. Refrain from instructing the carrying out of purchase or sale operations of their shares, from the moment they have knowledge of any public offer on their shares and until the period of said offer has concluded.
The Commission, upon request of the Issuer and always that the prevailing conditions in the market or in the economic activity it develops so justify, may authorize exceptions to what is provided in subsections III, paragraph c) and IV of this article.
Article 57.- Issuers, when placing their own shares previously acquired on the Exchange, will comply with what is stated in Article 56, subsections III to VII above.
(3) Article 58.- The persons referred to in the first paragraph of Article 366 of the Securities Market Law, must give the notices provided in Article 367 of the same legal instrument through the issuer and the latter through SEDI. In the event that the notices cannot be made through the issuer, such persons may request the exchange to allow them to carry out the corresponding dissemination directly.
Article 59.- Issuers must refrain from carrying out operations on their own shares when there are relevant events that have not been made known to the investor public in accordance with these provisions.
(3) Members of the board of directors, the general manager and other relevant executives who know or who by virtue of their functions should have knowledge of relevant events, will be responsible for the proper observance of what is established in this article.
Article 60.- Issuers must keep available to the Commission, the documentation related to the policies for acquisition and placement of own shares previously approved by their board of directors, as well as the board agreements on the basis of which the purchase and placement of said shares are instructed. The aforementioned policies must contemplate, at minimum, the following:
I. The functions and responsibilities in matters of acquisition of own shares, among the persons authorized to make the decision to acquire or place said shares, based on the amount or percentage of share capital to be acquired or placed, as well as those responsible for carrying out the operation and giving the notice referred to in Article 56, subsection VI above.
II. The procedure for assigning own shares to fiduciary institutions in trusts constituted for the purpose of establishing stock option programs for employees.
III. The form and terms in which the board of directors must inform, at least annually, to the ordinary general shareholders' assembly of the Issuer, about the procedures and agreements indicated in this article.
(16) Article 61.- Issuers may instruct the acquisition and placement of own shares, provided they have entered into a non-discretionary brokerage contract with a brokerage firm, which they must send to the exchange through SEDI and subsequently on the same date to the Commission through STIV-2, within 10 business days following its celebration or any modification.
Article 62.- The Commission may order Issuers to suspend the acquisition and placement of their shares, when there are disordered conditions or operations are carried out that are contrary to the sound uses or practices of the market.
(3) Article 63.- Issuers must disclose the operations they carry out in financial instruments whose underlying is own shares or credit instruments representing them, making known the conditions and motives of these, in the comments and analysis of the administration on the operating results and financial situation of the issuer in the quarterly report corresponding. The foregoing, without prejudice to what is provided in Article 56 of the Securities Market Law, in relation to the acquisition of own shares.
(5) Article 64.- Repealed.
Title Seventh
Of Common Representatives
(12) Article 65.- Issuers of fiduciary titles, debt instruments and optional titles that have obtained the registration of their securities in the Registry, at the moment they carry out the placement of these, will designate brokerage firms or credit institutions, as common representatives of holders of said securities, who will be obligated to exercise the necessary acts in order to safeguard the rights of investors.
Issuers must specify, in the issuance deed or, if applicable, in the corresponding title, the functions to be performed by the common representative, as well as the form and terms in which the substitution of the charge will be carried out, understanding that the holders of the securities referred to in the first paragraph, may only designate as substitute common representative brokerage firms or credit institutions.
Article 66.- In no case, the designation of common representative may fall on the brokerage firm that acts as Placement Intermediary or member of the placement syndicate, nor on those credit institutions that participate in the issuance and operation of public offer of the securities in question.
Nor may the brokerage firm or credit institution that is part of the same financial or business group to which the Issuer or the Placement Intermediary belongs, or, if applicable, the Holding company of the financial group to which it belongs, act as common representative. For the purposes of what is provided in this paragraph, a business group will be understood as the set of legal entities organized under schemes of direct or indirect investment of share capital, controlled by the same company, including the latter.
(99) Article 67.- The titles representing the securities referred to in Article 65, first paragraph of these provisions, must contain the autograph signature of the designated common representative, with the mention that it possesses such character. When it comes to titles issued electronically in accordance with Article 282 of the Securities Market Law, the advanced electronic signature must be used.
(72) Article 68.- The designation and acceptance of the position of common representative, will attribute to this the obligation to exercise the actions and rights that correspond to the set of holders of the securities, for the payment of capital and unpaid due interests to these by the issuer, as the case may be, without prejudice to other faculties that the laws confer upon it.
(72) In the base documents of the issuance, the following must be expressly incorporated:
(72) I. That the common representative must verify, through the information provided to it for such purposes, the timely and proper compliance of the obligations established in the issuer trust contract, title, issuance deed, service provision contract or similar with the administrator, master administrator or whoever performs equivalent services, as well as any guarantee or credit support contract, as well as, if applicable, the state of the trust's assets.
(72) II. The obligation of the issuer, the trustee and the other parties in said documents, to deliver to the common representative the information and documentation that is necessary to verify the compliance with the obligations referred to in the previous subsection I.
(72) III. The right of the common representative to request from the issuer, the trustee and the other parties in said documents or from those persons who provide them with related services either with the securities or with the trust's assets, the information and documentation that is necessary to verify the compliance with the obligations referred to in the previous subsection I.
(72) IV. The periodicity with which the common representative may carry out visits or reviews to the persons referred to in the previous subsection.
(72) V. The obligation of the common representative to immediately request from the issuer that the public be made aware, through a relevant event, of any non-compliance with the obligations established in the base documents of the issuance by the issuer, the trustee and the other parties in said documents.
(72) In the event that the issuer omits to disclose the relevant event in question, within two business days following the notification made by the common representative, this will have the obligation to publish said relevant event immediately.
(72) VI. The obligation of the common representative to account for the performance of its functions, when requested by the general assembly of holders or at the time of concluding its charge.
(72) VII. That the common representative may request from the general assembly of holders or this order that specialized third parties be subcontracted to assist it in the fulfillment of its review obligations established in this article or in the applicable legislation, subject to the responsibilities established by the assembly itself. In the event that the general assembly of holders does not approve the subcontracting, the common representative will only respond for the activities that are directly imputable to it in terms of these provisions or the applicable legal provisions.
(96) Article 69.- Issuers are obligated to inform the securities depository institution in which these are deposited, regarding the payment of their titles or the calculation of the corresponding interest rate, directly or through the common representative, at least one business day in advance of their maturity.
(96) Issuers will inform the exchange where the securities indicated in the preceding paragraph are listed, the information referred to in said paragraph through SEDI and, subsequently on the same date, to the Commission through STIV-2.
The lack of report regarding the payment of the titles or the indication that the securities will not be covered at maturity, will give rise to the depository institution, in exercise of the power conferred by the Issuer and before the maturity date, to proceed to issue as many titles as depositors it has registered, so that a negotiable instrument action can be exercised and the effect of ordinary assignment provided in Article 27 of the General Law of Negotiable Instruments and Credit Operations is not produced.
Title Eighth
General Provisions
(32) Article 70.- Issuers will notify the Commission through STIV-2, using for such effect the format attached as Annex Y to these provisions, and to the exchange through SEDI, the names of the persons designated as responsible for providing the information provided in Articles 61, 69, 73, 84, 84 Bis and in Titles Fourth and Fifth of these provisions, as well as the names of the persons responsible for ordering the purchase and placement of the shares representing their share capital, and of the substitutions that, if applicable, are carried out, within 10 business days following the date of the designation or substitution.
(17) Issuers that carry out the notifications referred to in this article through STIV-2, must attach a digitized document of the power of attorney in which general powers for acts of administration granted to those designated as responsible for sending information, as well as some official identification, are stated.
(17) Likewise, once the notifications referred to in this article have been made, the issuers, through the persons designated as responsible for sending information through STIV-2, must request the user keys and electronic passwords in order to be able to carry out such sends, which must be carried out in accordance with the procedure established in the User Manual referred to in Annex X of these provisions, manual that forms an integral part of said system.
(4) Article 71.- Issuers, in addition to what is established in Article 28, subsection III of the Securities Market Law, that by themselves or through the legal entities that control them intend to carry out operations with related persons that, either simultaneously or successively, by their characteristics can be considered as a single operation, in the period of a fiscal year, whose amount represents, based on figures corresponding to the close of the immediately preceding quarter, the acquisition or alienation
of assets with a value equal to or greater than 10% of the company's consolidated assets, or the granting of guarantees or the assumption of liabilities representing the same percentage, prior to obtaining the approval by the board of directors referred to in fraction III mentioned above, must obtain the opinion of an independent expert designated by the committee exercising functions in corporate practices matters, regarding the reasonableness of the price and market conditions of the transaction. The reference opinion must be considered by the board of directors and the aforementioned committee in their deliberations and in order to determine the convenience of submitting the corresponding transaction, given its importance, to the approval of the shareholders' meeting.
(4) The provisions of this article shall not apply to transactions carried out by issuers, in terms of what is established in Article 28, fraction III, subsection b), numeral 2 of the Securities Market Law.
Article 72.- The Stock Exchange must immediately inform the Commission and the general public, through the means established for this purpose in its internal regulations, of the suspension of the quotation of securities in the cases referred to in Articles 29, 44, 45, 46, and 55 of these provisions.
Once the Stock Exchange disseminates the information referred to in the preceding paragraph, securities market intermediaries and companies that administer mechanisms aimed at facilitating operations with securities registered in the Registry must refrain from channeling requests or orders aimed at carrying out operations with securities that have been suspended.
(3) Article 73.- Issuers may request the Stock Exchange or, as appropriate, the Commission to lift the suspension of the quotation of their securities, provided that they prove that the causes that gave rise to the suspension have been overcome and that they are up to date in the delivery of reports and other information they are obliged to provide, in accordance with what is provided in Articles 104 to 106 of the Securities Market Law and in these provisions. The Commission or the Stock Exchange may determine that the suspension of the quotation of the issuer's securities be lifted, in cases where there is sufficient relevant information about it for the adequate decision-making by the general public. In the event that the lifting of the suspension is appropriate, the resumption of quotation will be carried out through the operation scheme determined by the Stock Exchange in its internal regulations.
(16) In the event that an issuer is suspended for more than 20 business days and obtains authorization to resume the quotation of its securities without a public offering, it must send to the Stock Exchange through SEDI and subsequently on the same date to the Commission through STIV-2, prior to said suspension being lifted, a description of the reasons that originated the suspension, as well as the justification for its lifting.
Article 74.- The Electronic Formats prepared by the Stock Exchange for the sending of information through SEDI referred to in these provisions, including their modifications, must be previously authorized by the Commission.
(4) Stock exchanges may exempt investment promotion anonymous societies from the presentation of electronic formats, as well as prepare different electronic formats for said societies; without prejudice to the foregoing, said societies must disseminate to the public the necessary relevant information for investment decision-making.
In the event that the Stock Exchange intends to carry out modifications to the interconnections and links in the sending and receiving of information through SEDI, it must previously notify the Commission.
(107) The Stock Exchange must provide in its internal regulations the mechanisms, as well as the form and terms, in which it will make known the Electronic Formats referred to in the first paragraph of this article.
(68) Article 75.- Issuers must disseminate on their Internet page the placement prospectuses or informational supplements referred to in Title Two; the compilation of their bylaws, the annual report, the quarterly report, the monthly report, and the corporate restructurings referred to in Title Four; that information on relevant events referred to in Title Five, as well as the names of the persons referred to in Article 70 of these provisions, on the same day that said information is presented to the Commission, the relevant stock exchange, and the general public. Included in this information is that which issuers disseminate to investors or analysts, national or foreign, through telephone conferences, emails, reports, or any other means of communication.
(3) The information that issuers reveal in terms of the preceding paragraph must comprise at least the two previous fiscal years, together with the information corresponding to the current fiscal year.
(3) The provisions in the preceding paragraphs shall not apply to investment promotion anonymous societies.
(107) Compliance with this article does not exempt Issuers from presenting the information referred to in Articles 104 to 106 of the Securities Market Law.
Article 76.- Issuers, in the dissemination of information they carry out through any mass communication medium, for promotional and advertising purposes regarding their securities, other than that referred to in Article 19 of these provisions, must obtain prior authorization from the Commission and disseminate only information that they have previously made known in accordance with these provisions and that, in any case, must be clear, objective, and truthful.
The information disseminated through telephone conferences, stock meetings, or presentations, including that transmitted through the worldwide network (Internet), will not require authorization by the Commission, but, in any case, must comply with what is provided in the preceding paragraph.
Article 77.- The Stock Exchange must immediately send to the Commission and make available to the investing public on its electronic page on the worldwide network (Internet), the information that it receives through SEDI in terms of these provisions.
(17) Likewise, the Stock Exchange must send to the Commission through STIV-2, on the date they occur, any notices it disseminates through SEDI, in its capacity as a stock exchange. For the purposes of the foregoing, the provisions of Article 70 of these provisions shall apply to the Stock Exchange insofar as appropriate.
(85) The Stock Exchange must establish additional mechanisms, such as email, to ensure the broad and timely dissemination of the information referred to in Articles 7, fractions II, subsection b), numeral 5, second paragraph and III, second paragraph; 18; 20, third paragraph; 23, last paragraph; 24, last paragraph; 29, second paragraph; 34, fractions I, II, and IV; 36, fraction IV, subsections a), c), and e); 38, fractions I, II, and IV; 41, first paragraph; 42; 43, second paragraph; 45, first paragraph; 46, first paragraph; 50; 56, fraction III, subsection c); 58; 73, last paragraph, and 84 of these provisions. The Stock Exchange must immediately make available to the investing public for consultation, in its offices and through the means established in its internal regulations, that information it receives in printed form.
(3) The information that issuers present to the Stock Exchange and that the latter makes available to the public constitutes information disseminated directly by the issuer.
The Stock Exchange must provide in its internal regulations alternate mechanisms for the receipt of information that Issuers are obliged to send through SEDI, when due to causes not attributable to them, it is not possible for them to send said information. Likewise, the Stock Exchange must have contingency plans to guarantee the dissemination of the information it receives.
(32) Article 78.- Financial statements must be prepared in accordance with the International Financial Reporting Standards “International Financial Reporting Standards” issued by the International Accounting Standards Board “International Accounting Standards Board”, as well as audited by an external auditor when appropriate, with the exception of what is established in Articles 78 Bis, 78 Bis 1, and 79 of these provisions.
(85) External auditor reviews, other than the external audit of basic financial statements to which the provisions of the “General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that hire external audit services for basic financial statements” or those that replace them apply, as well as the corresponding opinions, opinions, or reports presented in terms of these provisions, must be carried out based on the International Standards on Quality Control, Auditing, Review, Other Assurance, and Related Services Pronouncements issued by the International Auditing and Assurance Standards Board of the International Federation of Accountants.
(62) Regarding the financial statements presented by financial entities, they must be prepared and audited in accordance with the accounting and audit standards issued by the competent Mexican authorities, as appropriate. The foregoing shall also apply to the financial statements of issuers that through their subsidiaries predominantly carry out financial activities subject to the supervision of said authorities. For the case of the financial statements presented by unregulated multiple-object financial societies that issue securities other than debt instruments, they must be prepared and audited in accordance with the accounting and audit criteria applicable to regulated multiple-object financial societies referred to in Article 87-D, fraction V of the General Law of Auxiliary Credit Organizations and Activities.
(57) Fourth paragraph.- Repealed.
(68) Regarding the financial statements of those issuers that are legal entities whose predominant activity is the granting of credit, the celebration of financial leasing, or financial factoring, they must be prepared and audited in accordance with the accounting and audit criteria applicable to regulated multiple-object financial societies referred to in Article 87-D, fraction V, of the General Law of Auxiliary Credit Organizations and Activities.
(26) Sixth paragraph.- Repealed.
(68) For the purposes of what is provided in this article, predominant activity shall be understood as that which represents more than 70% of the total consolidated assets, liabilities, or income at the close of the immediately preceding fiscal year of an issuer, it being necessary that 3 fiscal years have elapsed in which the activity represented less than 50% of the total consolidated assets, liabilities, or income of an issuer, or that in the fiscal year immediately preceding that in question, said activity represented less than 20%, for the provisions in the third and fifth paragraphs of this article not to apply to it.
(36) Article 78 Bis.- The financial statements of federal entities and municipalities must be prepared in accordance with the accounting standards and guidelines for the generation of financial information issued by the National Council for Accounting Harmonization in terms of the General Government Accounting Law, as well as audited by an external auditor when appropriate.
Regarding entities that in terms of said Law are considered public entities, they may present their financial statements in accordance with the aforementioned standards and guidelines or in accordance with what is provided in Article 78 of these provisions, understanding that having opted for one of said regimes, they must present the information of subsequent fiscal years in those terms.
(33) The financial statements referred to in the preceding paragraph must be accompanied by a document that indicates the relevant differences between the accounting standards issued by the National Council for Accounting Harmonization and the International Financial Reporting Standards “International Financial Reporting Standards” issued by the International Accounting Standards Board “International Accounting Standards Board”.
(85) External auditor reviews, other than the external audit of basic financial statements to which the provisions of the “General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that hire external audit services for basic financial statements” or those that replace them apply, as well as the corresponding opinions, opinions, or reports, must be carried out based on the International Standards on Quality Control, Auditing, Review, Other Assurance, and Related Services Pronouncements issued by the International Auditing and Assurance Standards Board of the International Federation of Accountants.
(72) Article 78 Bis 1.- The financial statements of associates; counterparties or providers of financial instruments related to structured securities; third parties related to the issuance of fiduciary titles referred to in Article 7o., fraction II, subsection b), fiduciary investment certificates, real estate, energy and infrastructure investment, or investment projects, as well as entities or legal entities other than the issuer, the settlor, or the administrator of the trust assets or to whom such functions are entrusted, guarantor or surety of the assets, when the payment obligation backed by the respective securities depends totally or partially on these, that are obliged to present financial information in accordance with these provisions, must be prepared in accordance with one of the following options:
(33) I. International Financial Reporting Standards “International Financial Reporting Standards” issued by the International Accounting Standards Board “International Accounting Standards Board”.
(33) II. Financial Information Standards recognized and issued by the Mexican Council for Financial Information Standards, A.C.
(33) The provisions of this article shall not apply to issuers that are financial entities.
Article 79.- The Financial Statements of Issuers, settlors, or guarantors of foreign nationality must be prepared in accordance with one of the following options:
(9) I. International Financial Reporting Standards “International Financial Reporting Standards” issued by the International Accounting Standards Board “International Accounting Standards Board”.
(9) II. Generally accepted accounting principles in the United States of America commonly known as “US GAAP”, incorporating in the corresponding supplementary notes a document explaining the relevant differences between the accounting standards and methods used to prepare their financial statements and the standards referred to in the previous fraction I.
(9) III. Accounting principles applicable in the country of origin of the issuer, incorporating in the supplementary notes a document explaining the relevant differences between the accounting principles used to prepare their financial statements and the standards referred to in the previous fraction I, as well as a reconciliation of the most relevant accounts that allows, if applicable, to quantify the differences between them.
(9) Foreign guarantants will not be obliged to present the reconciliation referred to in this fraction.
(10) Regarding the financial statements of issuers, settlors, or guarantors of foreign nationality that are financial entities, those must be prepared in accordance with one of the options established in fractions I to III of this article, or in accordance with the accounting standards issued by competent Mexican authorities, depending on the type of financial entity in question, provided that, in case of opting for one of the options provided in fractions II or III, the explanatory document referred to in both fractions, as well as the reconciliation indicated in fraction III, must be prepared with respect to the accounting standards issued by competent Mexican authorities.
(10) Likewise, in the event that issuers, settlors, or guarantors of foreign nationality that are financial entities opt for the option indicated in fraction I of this article for the preparation of their financial statements, they must incorporate a document explaining the relevant differences between the standards to which said fraction refers and the accounting standards issued by competent Mexican authorities, depending on the type of financial entity in question.
(33) Financial statements prepared in foreign currency may be accompanied by their corresponding conversion into national currency, at the exchange rate published in the Official Journal of the Federation on the date of said financial statements or that which corresponds in accordance with the applicable accounting regulations.
Any change in the denomination of the currency used for the preparation of said financial statements in relation to previously reported fiscal years must be informed by expressing the reasons for said change.
(33) For the purposes of the explanatory document and the reconciliation of the most relevant accounts referred to in fractions II and III of this article, it shall be understood that they must be incorporated for each of the comparative periods for which financial statements are presented in compliance with these provisions.
(72) The financial statements of associates; counterparties or providers of financial instruments related to structured securities; third parties related to the issuance of fiduciary titles referred to in Article 7o., fraction II, subsections b) and fiduciary investment certificates, real estate, energy and infrastructure investment, or investment projects; as well as entities or legal entities other than the issuer, the settlor, or the administrator of the trust assets or to whom such functions are entrusted, guarantor or surety of the assets, when the payment obligation backed by the respective securities depends totally or partially on these that are of foreign nationality, may be presented in accordance with the accounting standards provided in this article.
(91) The financial statements referred to in this article must be audited by external auditors adhering to the international audit standards provided in the “General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that hire external audit services for basic financial statements” and its modifications, or under the audit standards of the country of origin of the issuer, settlor, foreign guarantors, or persons referred to in the seventh paragraph of this article.
(91) Issuers, settlors, or guarantors of foreign nationality, as well as the persons referred to in the seventh paragraph of this article, may hire external auditors from the country of origin of the society in accordance with the norms provided for this case in their country, but for the purposes of verifying their independence, they must comply with what is established in Article 6 of the general provisions referred to in the preceding paragraph, and the firm and external auditor must not be in any of the situations provided by the code of ethics issued by the International Federation of Accountants “International Federation of Accountants”, or the code of ethics applicable in the country of origin as grounds for partiality in the judgment to express their opinion.
(91) Issuers, settlors, or guarantors of foreign nationality and the persons referred to in the seventh paragraph of this article, with respect to external auditors who audit their annual financial statements, will only be obliged to observe what is provided in this article.
(90) Article 80.- The financial statements of Mexican issuers, with review of intermediate financial information, combined or pro forma, must be reviewed or audited, as appropriate, by firms and external auditors that meet the professional and independence requirements contemplated in the “General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that hire external audit services for basic financial statements” and its modifications.
(91) Regarding the financial statements with review of intermediate financial information, combined or pro forma of issuers, settlors, foreign guarantors, or the persons referred to in the seventh paragraph of the previous Article 79, the provisions in the last paragraph of said article shall equally apply.
(9) Article 81.- Financial statements must be presented in consolidated form.
(32) Issuers that, in their capacity as settlors, affect the fiduciary estate, rights, goods, or assets representing more than 5% of their total consolidated assets, in the explanatory notes of their financial statements, must specify which of these trusts are consolidated and which are not. Likewise, said issuers in the corresponding notes must provide a brief description of the general terms of the trust agreement, regardless of whether they are consolidated or not, as well as report the main figures of the accounts of the financial position statement and the statement of comprehensive income, of the assets affected by the trust.
(9) The provisions in the preceding paragraph will be applicable to special purpose entities, contracts, vehicles, or other similar figures to the trust that are used internationally.
(32) Article 82 Bis.- Pro forma financial statements must present the impact of particular operations on their financial situation and results, or modifications in the application of accounting policies, criteria, or practices, as if the mentioned operations or modifications had or had not, as the case may be, produced effects on the date to which said pro forma financial statements refer, and must be accompanied by notes to said statements. In any case, pro forma financial statements must be prepared, as far as possible, following the same financial information standards according to which their financial statements are prepared.
(38) Second paragraph.- Repealed.
(32) Financial information must include in comparative columns, base figures, pro forma adjustment figures, and resulting pro forma figures, as well as be accompanied by additional complementary notes that clearly explain the bases of their preparation.
Article 82.- Issuers, in the financial information they disseminate through documents, even those that are disclosed in compliance with these provisions, must adhere to the following:
(9) I. When revealing information prepared with bases different from the standards provided by these provisions to prepare their financial statements, they must, in the respective document, explain what the differences consist of with respect to said standards, as well as the quantification thereof.
(32) II. When conversions to national currency of figures in foreign currency are presented, these may be made at the exchange rate published in the Official Journal of the Federation corresponding to the date of the financial statements or that which corresponds according to the applicable accounting regulations.
(32) III. In the comparisons they make, they must include, the figures corresponding to the immediately preceding fiscal year, in accordance with the applicable accounting regulations.
(104) Article 82 Bis.- Issuers must prepare a report containing Sustainability Information, prepared in accordance with the IFRS Sustainability Disclosure Standards, issued by the International Sustainability Standards Board (ISSB), consisting of IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 Disclosure relating to Climate, as well as other standards issued by the ISSB in the future.
(104) Regarding Financial Entities that act as Issuers, they must prepare their Sustainability Information in accordance with the regulations issued for this purpose in the general provisions applicable to each financial entity, dictated by the competent Mexican financial authorities, as applicable. The foregoing will also be applicable to Issuers that through their subsidiaries predominantly carry out financial activities subject to the supervision of said authorities.
(104) Unregulated multiple-object financial societies that issue Securities other than debt instruments and Issuers that are legal entities whose predominant activity is the granting of credit, the celebration of financial leasing, or financial factoring, must comply with the sustainability information standards applicable to regulated multiple-object financial societies referred to in Article 87-D, fraction V of the General Law of Organizations and Auxiliary Credit Activities.
(104) For the purposes of what is provided in this article, predominant activity will be understood as that which represents more than 70% of the total consolidated assets, liabilities, or income at the close of the immediately preceding fiscal year of an Issuer, being necessary that 3 fiscal years elapse in which the activity represents less than 50% of the total consolidated assets, liabilities, or income of an Issuer, or that in the fiscal year immediately preceding that in question, said activity represents less than 20%, so that what is provided in the second and third paragraphs of this article is not applicable to it.
(104) The federative entities and municipalities will be excluded from what is provided in this article.
(104) Regarding Issuers of foreign nationality, they must prepare the Sustainability Information in accordance with what is stated in the first paragraph of this article, or in accordance with the sustainability information standards applicable in the country of origin of the Issuer, stating in the latter case that the sustainability information is not presented in accordance with the IFRS Sustainability Disclosure Standards or, if applicable, explaining the interoperability or equivalence of the information presented with the IFRS Sustainability Disclosure Standards.
(104) The aforementioned report must have reasonable assurance of the information by an external auditor in terms of what is provided in Article 78, second paragraph of these provisions.
(86) Article 83.- Repealed.
(107) Article 84.- The external auditor, on the date on which the opinion or report of the Financial Statements is issued and for each exercise subject to review, must deliver to the Issuer, and this in turn, to the Stock Exchange for dissemination to the investing public, the document referred to in Article 37 of the "General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that hire external audit services for basic financial statements" and its modifications.
(107) Likewise, Issuers must provide the Stock Exchange with the information referred to in Article 19 of "General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that hire external audit services for basic financial statements" and its modifications for dissemination to the investing public.
(107) Article 84 Bis.- The external auditor, on the date on which the prospectus or supplement referred to in Articles 2, fraction I, subsection m) and 3, fraction X, and, if applicable, the annual information referred to in Articles 33, fraction I, subsection b), numeral 1 and 36, fraction I, subsection c) of these provisions is presented, must deliver to the Issuer, and this in turn, to the Stock Exchange for dissemination to the investing public, the document referred to in Article 39 of the "General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that hire external audit services for basic financial statements" and its modifications.
(86) Article 85.- Repealed.
(86) Article 86.- Repealed.
(85) Article 87.- The lawyer who renders the legal opinion in terms of Article 87, fraction II of the Securities Market Law, will not be independent with respect to the issuer for the effects of said legal provision, when on the date of celebration of the service provision contract and during the development of the studies and analyses necessary to issue the corresponding opinion, they are located in any of the circumstances referred to in Article 6, fractions I to VI and VIII of the “General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that hire external audit services for basic financial statements” and its modifications, or if applicable, provide additional services that imply or may imply the existence of conflicts of interest. The foregoing will be equally applicable to the firm in which, if applicable, the lawyer works or any partner or employee of said firm.
Likewise, it will be understood that the lawyer referred to in this article is not independent, when this lawyer or the firm in which they work, any partner or employee of the firm, maintains agreements or reciprocal relationships with the External Auditor of the Issuer for the provision of their services.
The lawyer referred to in this article, on the date on which the corresponding service provision contract is signed, must deliver to the Issuer and through it to the Stock Exchange for dissemination to the investing public, a document in which they declare, under oath, the following:
I. Their consent to provide the Commission with any information that it requires in order to verify their independence.
II. That they undertake to physically conserve or through electromagnetic means and for a period of no less than 5 years, in their offices, all documentation, information, and other elements of judgment used to prepare the corresponding opinion and to provide it to the Commission.
III. Their consent for the Issuer to include in the prospectus or supplement referred to in Articles 2, fraction I, subsection m) and 3, fraction X of these provisions, the legal opinion rendered, as well as any other legal information whose source comes from the aforementioned legal opinion.
The foregoing, understanding that prior to the inclusion of the information, the lawyer verifies it.
Article 88.- Issuers are obliged to supply any other information or additional documentation to that indicated in these provisions, which is required of them in the exercise of the inspection and surveillance powers attributed to the Commission by Article 4, fraction XXX of the Law of the National Banking and Securities Commission.
Likewise, Issuers must present all that information and documentation that, in their judgment, they consider Relevant Information, even if it is not specified in these provisions, and must in any case, present it to the corresponding Stock Exchange for disclosure to the public.
Article 89.- Infractions of what is established in these provisions will give rise to the Commission, prior to the hearing of the interested party, to apply the corresponding sanctions in accordance with the Securities Market Law.
TRANSITIONAL PROVISIONS
(General Provisions applicable to securities issuers and other participants in the securities market, published in the Official Journal of the Federation on March 19, 2003)
FIRST.- These provisions will enter into force the day following their publication in the Official Journal of the Federation.
SECOND.- Upon the entry into force of these provisions, Circulars 11-7, 11-8, 11-9, 11-14, 11-15, 11-17, 11-18, 11-19, 11-21, 11-24, 11-27, 11-28, 11-29, 11-31, 11-32, 11-33, and 11-34, as well as their respective modifications, issued by the National Banking and Securities Commission, will be repealed.
Likewise, Circulars 10-1, 10-2, 10-24, 10-118, 10-133, 10-143, 10-147, 10-148, and 10-182, as well as their respective modifications, issued by said Commission, will be repealed. Likewise, Circular 10-87 will be repealed except for numerals 2.4 and 2.5 of the first provision.
Likewise, the Provisions for the international public offering of L series shares of Teléfonos de México, S.A. de C.V., dated May 9, 1991, issued by this Commission, will be repealed.
THIRD.- The documentation that according to Title Two of these provisions must be presented electronically, will be provided to the General Directorate of Issuers in printed form, until the rules of operation, use of keys, and electronic signatures referred to in Article 21 of these provisions are made known.
The information required according to the “Electronic capture system for the registration and public offering of securities”, to which they may have access, through the electronic page on the worldwide network (Internet) of the Commission, whose address is the following: http://www.cnbv.gob.mx/. or requested from the General Directorate of Issuers of the Commission, will continue to be presented through the aforementioned system until the aforementioned rules of operation, use of keys, and electronic signatures are made known.
FOURTH.- The federative entities and municipalities, for the purposes of what is provided in Article 3, fraction VII, first paragraph of these provisions, will only be obliged to audit the last of the income and expenditure statements they present, with respect to offers they make during the 2003 fiscal year.
FIFTH.- Credit institutions that are Issuers that on the date of entry into force of these provisions intend to carry out debt title issuances that maintain Generic Registration under Article 15, third paragraph of the Securities Market Law, in force prior to June 1, 2001, may only carry out said issuances with terms equal to or less than 1 year, in accordance with what is provided in Article 15, first paragraph of said Law, observing what is provided in Article 10 of these provisions.
Credit institutions will have a term of 6 months counted from the date on which these provisions are published to strictly adjust to what is provided by Article 14 of the Securities Market Law, in the issuance of debt instruments with a term greater than 1 year that they intend to carry out.
In view of the foregoing, the Registration Authorizations that credit institutions have obtained under the procedure provided in Article 15, third paragraph of the Securities Market Law, which was in force until June 1, 2001, are modified for the purposes of what is stated in this same transitional provision and the Generic Registration of their values or titles representing a debt owed by said credit institutions is limited to those issuances with a term equal to or less than 1 year.
SIXTH.- Issuers that on the entry into force of these provisions have shares registered in the Securities Section, must adjust their corporate statutes to what is provided in them, no later than December 31, 2003.
SEVENTH.- Issuers will have a term of 30 business days, counted from the entry into force of these provisions, to notify the designation of the responsible persons referred to in Article 70 of these provisions, provided that they have not previously made known to the Commission in accordance with the applicable regulations, such designations.
EIGHTH.- Societies that are on the previous list of issuers in accordance with what is provided by Circular 11-15, from the entry into force of these provisions, will adjust to the following:
I. They will have an irrevocable term of 2 years counted from the day following the date on which these provisions are published, to request authorization for the public offering of their shares and to carry out the placement thereof, for which they must observe what is established in Article 11 of these provisions.
II. They will adapt their corporate statutes in compliance with what is provided by the Securities Market Law and by these provisions, no later than at the time of requesting public offering authorization.
Likewise, societies that on the date of entry into force of these provisions still maintain the authorization of incorporation into the previous list of issuers, will be understood as registered preventively in the Securities Section, provided they comply with the legal and administrative provisions applicable to them.
NINTH.- Issuers within a term of 90 business days counted from the date of entry into force of these provisions, must deliver the copy referred to in Article 34, fraction V of these provisions.
TENTH.- Issuers must have available the information referred to in Article 75 of these provisions, within a term that will not exceed 2 years from the entry into force of these provisions.
ELEVENTH.- The firms to which Independent External Auditors belong must have the quality evaluation program referred to in Article 86 of these provisions, no later than January 30, 2004.
(1) Issuers that on the entry into force of these Provisions were receiving the services referred to in Article 83, fraction VII, subsections b), c), and f), from the External Auditor who audits their financial statements or from the firm in which they work or any partner or employee thereof, may continue to receive them until December 31, 2003. Regarding those indicated in the aforementioned subsection c) consisting of the design or implementation of computer systems, they may maintain them until the provision of said services concludes on the terms contracted or until December 31, 2004, whichever occurs first.
(1) Contencious services before tribunals provided for in subsection h) of fraction VII of Article 83, may be received until the total resolution of the controversy, provided that they initiated the procedure before the competent tribunal before the entry into force of these Provisions.
Likewise, Issuers may contract from the External Auditor who audits their financial statements or from the firm in which they work or any partner or employee thereof, as additional services, those indicated in the aforementioned subsection h) provided that prior to the entry into force of these Provisions, said persons had provided them with legal services for the filing of administrative appeals that in due course require the initiation of a contencious procedure before tribunals.
(1) The independence requirement of the External Auditor indicated in Article 83, fraction X of these Provisions, will be enforceable starting from the corresponding opinions for the exercise that will begin on January 1, 2004, so that External Auditors who on that date have audited for 5 years or more the financial statements of an Issuer, will not be considered as independent until the minimum interruption of 2 years provided for in said fraction has elapsed.
(1) Issuers whose External Auditor is located in the circumstances indicated in the second to fourth paragraphs above, must have the favorable opinion of the audit committee and reveal said circumstance to the public in the terms provided in the last paragraph of Article 84 of these Provisions, to maintain or contract their services.
TWELFTH.- The Stock Exchange within a term that will not exceed 90 business days counted from the date of entry into force of these provisions, must submit to the consideration of the Commission the modifications to its internal regulations to what is provided by these provisions.
THIRTEENTH.- The Stock Exchange within a term that will not exceed 90 business days counted from the date of entry into force of these provisions, must make the necessary adjustments to its systems for the transmission through SEDI of Electronic Formats.
Likewise, the Stock Exchange must have available the information referred to in Article 77 of these provisions within a term that will not exceed 90 business days, from the entry into force of these provisions.
FOURTEENTH.- The lawyers referred to in Article 87 of these provisions, who hold the positions of secretary of the board of directors or of the general assembly of shareholders of any Issuer, may provide the legal opinion indicated in Article 14, fraction I, subsection b) of the Securities Market Law, despite the position they hold, provided that they formulate it within a term of 1 year counted from the date of entry into force of these provisions.
Once the term indicated in the preceding paragraph has expired, the lawyers in question must adjust to the independence requirements applicable to them.
The lawyers referred to in Article 87 of these provisions, who have been councilors of an Issuer during the fiscal year immediately preceding the date of entry into force of these provisions, will be considered as independent provided that on the date of preparation of the legal opinion indicated in Article 14, fraction I, subsection b) of the Securities Market Law they no longer hold said position and strictly adjust to the other independence requirements indicated in the aforementioned Article 87.
FIFTEENTH.- External Auditors and lawyers who on the date of entry into force of these provisions, maintain investments in the securities referred to in Article 83, fraction IV previous, will have a term of 1 year counted from the date of entry into force of these provisions to adjust to what is provided by the aforementioned article.
SIXTEENTH.- Until the Mexican Council for the Research and Development of Financial Information Standards, A.C. recognizes or issues generally accepted accounting principles, the Financial Statements that in compliance with these provisions must be prepared in accordance with said principles, must be prepared in accordance with the generally accepted accounting principles published by the Mexican Institute of Public Accountants, A.C.
TRANSITIONAL PROVISION
(Resolution that modifies the General Provisions applicable to securities issuers and other participants in the securities market, published in the Official Journal of the Federation on October 7, 2003)
UNIQUE.- This Resolution will enter into force the day following its publication in the Official Journal of the Federation.
TRANSITIONAL PROVISIONS
(General Provisions applicable to brokerage houses, published in the Official Journal of the Federation on September 6, 2004)
FIRST.- These provisions shall enter into force the day following their publication in the Official Gazette of the Federation.
SECOND.- Upon entry into force of these provisions, all Circulars of series 10 issued by the former National Securities Commission and by the current Commission shall be repealed, except:
I. Those identified with numbers 10-103, 10-104, 10-146, 10-159, 10-160, 10-166 and 10-177, with their modifications, which shall remain in force.
II. That issued jointly by said Commission and the Bank of Mexico with number 10-266.
The provision set forth in the second transitional provision, first paragraph of Circular 10-263 shall remain in force for the purposes of what is provided in article 10 of these provisions, until the Secretariat publishes the minimum paid-in social capital applicable to brokerage houses.
Likewise, article 71 of the "General Provisions Applicable to Securities Issuers and Other Market Participants", published in the Official Gazette of the Federation on March 19, 2003, is repealed.
THIRD THROUGH SEVENTEENTH.- Not applicable.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants published in the Official Gazette of the Federation on September 22, 2006)
FIRST.- This resolution shall enter into force the day following its publication in the Official Gazette of the Federation, except with respect to the following transitional article.
SECOND.- Articles 24 Bis and 24 Bis 1, as well as the repeal of fraction II of article 2 of the provisions modified through this resolution, shall enter into force on December 25, 2006.
Until fraction II of said article 2 is repealed, the offer for subscription or sale abroad of securities issued in the United Mexican States or by Mexican corporations shall be subject to the registration of the securities in the Register, under the same terms and with the exceptions provided for in the special section of the Securities Market Law, published in the Official Gazette of the Federation on January 2, 1975.
THIRD.- Issuers shall have a period of sixty business days, counted from the entry into force of this resolution, to notify in writing and using a free format to the administrative unit of the Commission responsible for their supervision, the names of the persons responsible for providing the information provided for in Titles Fourth and Fifth of the provisions modified through this resolution, as well as the name of the persons responsible for ordering the purchase and placement of the shares representing their share capital. The writings by which the Commission is notified of the aforementioned information shall be presented through the registry office of said Commission.
FOURTH.- From the entry into force of this resolution, those articles and annexes in which terms defined by article 1 of the provisions modified through this resolution are used in uppercase letters are reformed, in order to use said terms in lowercase without thereby changing their meaning. The foregoing is with the object of being consistent with the way in which defined terms are used in the Securities Market Law, published in the Official Gazette of the Federation on December 30, 2005.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants published in the Official Gazette of the Federation on September 19, 2008)
FIRST.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation, except for what is provided in the following second transitional article.
SECOND.- Article 33, fraction III of the provisions modified through this Resolution, shall enter into force ninety natural days following its publication.
THIRD.- Upon entry into force of this Resolution, the General Rules applicable to the acquisitions of securities that must be disclosed and to public offers for the purchase of securities, published in the Official Gazette of the Federation on April 25, 2002, shall be repealed.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants published in the Official Gazette of the Federation on January 27, 2009)
FIRST.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation, except for what is provided in the following transitional articles.
SECOND.- The first and second paragraphs of article 78 of the provisions modified through this Resolution, shall be applicable to the financial statements of issuers that are prepared for the fiscal year beginning on January 1, 2012 and subsequent ones.
THIRD.- Financial statements may be prepared in accordance with what is established in the first paragraph of article 78 of the provisions modified through this Resolution, for fiscal years beginning prior to January 1, 2012, provided that written notice of such situation is given to the Commission and to the stock exchange, the latter through SEDI, during the first ninety natural days of the fiscal year in question and the implementation plan referred to in the following fifth transitional article is sent within that same deadline.
Likewise, financial statements may be prepared in accordance with what is established in the first paragraph of article 78 for the fiscal year beginning on January 1, 2008, provided that written notice of such situation is given to the Commission and to the stock exchange, the latter through SEDI, during the first 40 business days of the 2009 fiscal year and the implementation plan referred to in the following fifth transitional article is sent within that same deadline, solely with respect to the situation of the information systems and preliminary identification of the main effects of the implementation of International Financial Reporting Standards "International Financial Reporting Standards" in the financial statements. In such case, the issuers or entities in question shall be obliged to present the information referred to in fraction I of article 33 of the provisions modified through this Resolution, prepared in accordance with what is established in the first paragraph of article 78 of said provisions. Likewise, they shall retransmit through SEDI and within 40 business days following the conclusion of the fourth quarter, the quarterly information that in terms of said article 33, fraction II had been presented for the 2008 fiscal year, prepared in accordance with what is provided in said first paragraph of article 78.
The financial statements that in accordance with what is provided in the first and second paragraphs of this transitional article are prepared in accordance with the International Financial Reporting Standards "International Financial Reporting Standards" issued by the International Accounting Standards Board "International Accounting Standards Board", shall be audited and reported on by an external auditor, when so required, based on the International Standards on Auditing "International Standards on Auditing" issued by the International Auditing and Assurance Standards Board "International Auditing and Assurance Standards Board" of the International Federation of Accountants "International Federation of Accountants", understanding that the validity of the first and second paragraphs of article 78 of the provisions modified through this Resolution begins from the date on which the issuer or entity in question makes any of the notifications provided for in the two preceding paragraphs.
(30) THIRD BIS.- In the case of issuers other than those referred to in the third, fourth and fifth paragraphs of article 78 of the "General Provisions Applicable to Securities Issuers and Other Market Participants" published in the Official Gazette of the Federation on March 19, 2003, and its various modifications, that request authorization from the National Banking and Securities Commission to register their securities in the National Securities Register, and that in order to comply with article 2, fraction I, subsection f) of said provisions, present financial information corresponding to both fiscal years prior to January 1, 2012 and to periods or fiscal years subsequent to said date, including the financial statements with limited review to which reference is made in article 2, fraction I, subsection f) mentioned:
(30) I. Whenever said issuers prepare their financial information in accordance with the International Financial Reporting Standards "International Financial Reporting Standards" issued by the International Accounting Standards Board "International Accounting Standards Board" from January 1, 2012, they may deliver the financial information corresponding to fiscal years prior to January 1, 2012, prepared based on the standards they had applied in those fiscal years. The financial information presented for periods subsequent to January 1, 2012, including those with limited review, shall be prepared in accordance with the International Financial Reporting Standards "International Financial Reporting Standards" issued by the International Accounting Standards Board "International Accounting Standards Board", and presented in a comparative manner. In these cases, issuers shall incorporate a document explaining the relevant differences between the accounting standards previously used and the International Financial Reporting Standards.
(30) The provision in this fraction shall only be applicable with respect to requests presented for the registration of securities in the National Securities Register, that are authorized by the National Banking and Securities Commission from January 1, 2012 and until May 31, 2013.
(32) II. Whenever said issuers have prepared their financial information in accordance with the International Financial Reporting Standards "International Financial Reporting Standards" issued by the International Accounting Standards Board "International Accounting Standards Board" for fiscal years prior to January 1, 2012, they shall prepare at least the last two fiscal years or periods based on said International Financial Reporting Standards, considering that in order to comply with the 3 years required by said numeral, they may deliver the oldest year based on the standards that were applied in that fiscal year and present it in a comparative manner. Additionally, they shall incorporate an explanatory document that indicates the relevant differences between the accounting standards previously used and the International Financial Reporting Standards, as well as a reconciliation of the relevant accounts at least of the statement of financial position that allow quantifying the differences between one set of standards and the other.
(30) The provision in this fraction shall equally be applicable to the issuers referred to in the preceding fraction I, provided that they present their request for authorization for the registration of securities in the National Securities Register before the National Banking and Securities Commission from January 1, 2013.
(30) In addition to the foregoing, in the event that the preparation bases of any of the financial statements audited for the last 3 fiscal years, financial statements with limited review or financial statements at interim dates, correspond to International Financial Reporting Standards "International Financial Reporting Standards" issued by the International Accounting Standards Board "International Accounting Standards Board" and to standards other than these, a risk factor shall be revealed in the documentation disseminated by the issuer with respect to the registration and public offer of securities, in which it is foreseen that said financial information has been prepared based on different financial information standards, for which reason it is not comparable among the various periods presented.
FOURTH.- Issuers, settlors or guarantors of foreign nationality may continue preparing their financial statements for fiscal years prior to January 1, 2012, in accordance with the financial information standards recognized and issued by the Mexican Council for Research and Development of Financial Information Standards, A.C.
Issuers, settlors or guarantors of foreign nationality that prepare their financial statements in accordance with Generally Accepted Accounting Principles in the United States of America commonly known as "US GAAP", in substitution of the explanatory document referred to in fraction II of article 79 modified through this Resolution, for fiscal years prior to January 1, 2012, may continue incorporating in the supplementary notes, an explanatory document of the relevant differences between the financial information standards recognized and issued by the Mexican Council for Research and Development of Financial Information Standards, A.C., and said Generally Accepted Accounting Principles in the United States of America commonly known as "US GAAP".
Likewise, issuers, settlors or guarantors of foreign nationality that prepare their financial statements in accordance with accounting principles applicable in their country of origin, in substitution of the explanatory document and reconciliation referred to in fraction III of article 79 modified through this Resolution, for fiscal years prior to January 1, 2012, may continue incorporating in the supplementary notes, an explanatory document of the relevant differences between the financial information standards recognized and issued by the Mexican Council for Research and Development of Financial Information Standards, A.C., and the accounting principles applicable in their country of origin used for the preparation of their financial statements, as well as a reconciliation of the most relevant accounts that allows, if applicable, quantifying the differences between one and the other.
Foreign guarantors, in duly justified cases in the judgment of the Commission, shall be exempt from presenting the reconciliation referred to in the preceding paragraph, for fiscal years prior to January 1, 2012.
FIFTH.- By June 30, 2011 at the latest, issuers and entities that in accordance with these provisions must present their financial statements to the Commission, the stock exchange or the public, shall inform the stock exchange through SEDI of their implementation plan for International Financial Reporting Standards "International Financial Reporting Standards", which shall include at least, the detail of the work plan and activities for the transition, situation of the information systems and preliminary identification of the main effects of said implementation in the financial statements.
SIXTH.- The fourth paragraph of article 78 of the provisions modified through this Resolution, added by modifying resolution of said provisions published in the Official Gazette of the Federation on September 19, 2008, shall be applicable from the preparation of the financial statements corresponding to the fiscal year beginning on January 1, 2009.
The foregoing, without prejudice to the fact that unregulated multiple-object financial societies may prepare their financial statements in accordance with the accounting criteria provided for in said article 78, fourth paragraph of the provisions modified through this Resolution, with respect to the fiscal year beginning on January 1, 2008.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants published in the Official Gazette of the Federation on July 22, 2009)
UNIQUE.- This Resolution shall enter into force on the day of its publication in the Official Gazette of the Federation and shall have a validity of six months from said date.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants published in the Official Gazette of the Federation on December 29, 2009)
UNIQUE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants published in the Official Gazette of the Federation on December 10, 2010)
FIRST.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
SECOND.- Issuers and stock exchanges shall have a period of 120 natural days counted from the day following its publication in the Official Gazette of the Federation, to adjust to what is provided in this Resolution, without prejudice to what is provided in the following THIRD transitional article.
THIRD.- Issuers and stock exchanges shall make the notifications of the persons they designate as responsible for sending information through the STIV-2, as well as request the keys and passwords referred to in article 70 of the General Provisions Applicable to Securities Issuers and Other Market Participants, once 70 natural days have elapsed counted from the day following the publication of this Resolution in the Official Gazette of the Federation, having in effect a period of 20 natural days for its compliance.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants published in the Official Gazette of the Federation on December 20, 2010)
FIRST.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
SECOND.- Issuers who on the date of entry into force of this Resolution intend to effect issuances of Structured Securities that maintain registered preventively, under the placement program modality, under the protection of article 92 of the Securities Market Law, may effect said issuances during a period of six months counted from the entry into force of this Resolution, without the provisions in fractions II, subsection b), numeral 5 or III of article 7 of the General Provisions Applicable to Securities Issuers and Other Market Participants being applicable to them, as the case may be. The issuances that, if any, are carried out under the terms described, shall be understood as granted for the issuance of Structured Securities, in accordance with article 7, fraction V of said Provisions.
Once the period referred to in the preceding paragraph has elapsed, the aforementioned issuers, to carry out issuances of Structured Securities, shall obtain the corresponding authorization, in terms of what is provided by fraction V, of article 7 of said Provisions.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants published in the Official Gazette of the Federation on March 16, 2011)
FIRST.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
SECOND.- Societies with securities registered in the National Securities Register shall have until January 1, 2012 to adjust to what is provided in the fourth and fifth paragraphs of article 78 of the General Provisions Applicable to Securities Issuers and Other Market Participants that are modified through this Resolution, observing what is provided by said fourth and fifth paragraphs of said article 78, for the preparation and auditing of the financial statements corresponding to the fiscal year beginning on January 1, 2012 and subsequent ones.
The foregoing, without prejudice to the fact that societies with securities registered in the National Securities Register that so determine, may prepare and audit their financial statements in accordance with what is provided by the fourth and fifth paragraphs of article 78 of the General Provisions Applicable to Securities Issuers and Other Market Participants that are modified through this Resolution, from its entry into force.
With respect to societies that after the entry into force of this Resolution request authorization from the National Banking and Securities Commission to register securities in the National Securities Register, they shall adjust to what is provided in the fourth and fifth paragraphs of article 78 of the General Provisions Applicable to Securities Issuers and Other Market Participants that are modified through this Resolution, from the moment they request the respective registration.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants published in the Official Gazette of the Federation on July 27, 2011)
FIRST.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
SECOND.- The repeal of the sixth paragraph of article 78 of the General Provisions Applicable to Securities Issuers and Other Market Participants, contained in this Resolution, shall enter into force until January 1, 2013.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants published in the Official Gazette of the Federation on August 31, 2011)
UNIQUE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants published in the Official Gazette of the Federation on December 28, 2011)
UNIQUE.- This Resolution shall enter into force on January 1, 2012.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants published in the Official Gazette of the Federation on February 16, 2012) SINGLE.- This Resolution shall enter into force 120 days following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants published in the Official Gazette of the Federation on October 12, 2012) FIRST.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
SECOND.- The annual report that issuers submit under these provisions, corresponding to the first fiscal year in which they prepare their financial statements in accordance with the International Financial Reporting Standards “International Financial Reporting Standards” issued by the International Accounting Standards Board “International Accounting Standards Board”, may include only the comparative financial information that, under the aforementioned International Financial Reporting Standards, is applicable for the first financial statements prepared with these standards.
THIRD.- Article 78 Bis, which is added to the “General Provisions Applicable to Securities Issuers and Other Market Participants” by means of this Resolution, shall enter into force on January 1, 2013.
Securities issuers that are federal entities or municipalities, for the purposes of what is provided in articles 3, fraction VII, and 36, fraction I, subsection b) of the aforementioned provisions, with respect to fiscal years prior to January 1, 2013, must prepare at least the statement of financial position or balance sheet and statement of income and expenses, in accordance with the financial information standards applicable to them that were in force prior to the entry into force of the General Law of Governmental Accounting, published in the Official Gazette of the Federation on December 31, 2008, accompanied by the corresponding notes. Likewise, the audit report on said financial statements that they submit in compliance with article 3, fraction VII, must be prepared without qualifications.
FOURTH.- Securities issuers that are federal entities or municipalities that, in the requests for the registration of securities in the National Securities Registry, in order to comply with article 3, fraction VII of the “General Provisions Applicable to Securities Issuers and Other Market Participants” that are reformed by this Resolution, present financial information corresponding to fiscal years prior to January 1, 2013, and periods or fiscal years subsequent to that date, may deliver the financial information corresponding to fiscal years prior to January 1, 2013, in accordance with the second paragraph of the preceding Third Transitional Article, prepared based on the standards they had applied in those fiscal years. In the cases referred to in the preceding paragraph, federal entities and municipalities must incorporate an explanatory document of the relevant differences between the accounting standards previously used and the standards established by the General Law of Governmental Accounting. In addition to the foregoing, in the event that the bases of preparation of any of the financial statements audited during the last 3 fiscal years, or internal financial statements at interim dates, correspond to the accounting standards and guidelines for the generation of financial information issued by the National Council for Accounting Harmonization under the terms of the General Law of Governmental Accounting and to standards different from these, a risk factor must be disclosed in the documentation disseminated in connection with the registration and public offering of securities, providing that said financial information has been prepared based on different financial information standards, and therefore it is not comparable among the various periods presented.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on April 30, 2013) FIRST.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
SECOND.- The second paragraph of numeral 5, of fraction II, and the second paragraph of fraction III of article 7, which are reformed through this Resolution, shall enter into force 30 days following the publication in the Official Gazette of the Federation of this Resolution.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on April 30, 2013) SINGLE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on January 30, 2014) SINGLE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on June 17, 2014) SINGLE.- This Resolution shall enter into force 7 days following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on September 24, 2014) FIRST.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
SECOND.- The references made in the General Provisions Applicable to Securities Issuers, in the General Provisions Applicable to Brokerage Houses, in the General Provisions Applicable to Credit Institutions, in the General Provisions Applicable to Brokerage Houses and Credit Institutions in matters of investment services, or in any other normative order to qualified investors, shall be understood as having been made in the following manner:
I. Those that designate qualified investor shall be understood as referring to basic qualified investor;
II. Those formulated with respect to sophisticated clients shall be understood as referring to sophisticated qualified investors, and
III. Those made regarding clients eligible to issue instructions to the trading desk shall be understood as referring to qualified investors eligible to issue instructions to the trading desk.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on December 26, 2014) FIRST.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
SECOND.- Issuers that, prior to the entry into force of this Resolution, have an authorized placement program, may, during the validity of the program, request the update of their preventive registration in the Registry, adjusting to what is provided in article 13 of these provisions that are modified by this Resolution.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on January 12, 2015) FIRST.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
SECOND.- Issuers that, prior to the entry into force of this Resolution, have obtained authorization from the National Banking and Securities Commission for the preventive registration of their securities in the National Securities Registry, under the placement program modality, or to issue securities in series, and have presented a document with key investment information, may carry out issuances under the respective program or authorization, for a period of six months counted from the entry into force of this Resolution, without the provisions of Annex H Bis 3 of this instrument being applicable to them. Once the period referred to in the preceding paragraph has elapsed, the aforementioned issuers, to carry out issuances and use the document with key investment information, must obtain the corresponding authorization, in accordance with what is provided in article 13 Bis of this Resolution.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on January 30, 2015) SINGLE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on March 26, 2015) FIRST.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
SECOND.- As an exception to article 78 of the “General Provisions Applicable to Securities Issuers and Other Market Participants”, the financial statements of investment promotion anonymous societies for fiscal years prior to January 1, 2017, may be prepared in accordance with the financial information standards recognized and issued by the Mexican Council for Financial Information Standards, A.C., provided that such situation is reported in writing to the National Banking and Securities Commission and to the stock exchange where their shares are listed, to the latter through the electronic system for sending and disseminating information authorized by the Commission for said stock exchange, during the first ninety natural days of the fiscal year in question, and a plan for the implementation of the International Financial Reporting Standards “International Financial Reporting Standards” must be sent within that same period, which must include at least, the detail of the work plan and activities for the transition, status of information systems, and preliminary identification of the main effects of such implementation on the financial statements.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on May 13, 2015) SINGLE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on August 27, 2015) (76) FIRST.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation, except for what is provided in the following Transitional Article.
(76) SECOND.- Issuers must submit Annex N Ter, which is added to the “General Provisions Applicable to Securities Issuers and Other Market Participants” by this Resolution, for the first time starting from the year 2017, as an integral part of the annual report referred to in numeral 1., of subsection b) of fraction I of article 33 of such Provisions.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on September 28, 2015) SINGLE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on October 20, 2015) FIRST.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
SECOND.- The references made in other regulations or provisions regarding fiduciary titles referred to in article 7, fraction II, subsection c) of the “General Provisions Applicable to Securities Issuers and Other Market Participants”, shall be understood as having been made to development or real estate fiduciary exchange certificates referred to in this Resolution, as well as article 63 Bis 1, fractions I and II of the Securities Market Law, as applicable. Likewise, the references made in other regulations or provisions regarding securities issued by collective investment vehicles, listed and quoted throughout the trading sessions on stock exchanges, whose primary objective is to seek to reproduce the behavior of one or more indices, financial assets, or benchmark parameters, shall be understood as referring to indexed fiduciary exchange certificates. This is without prejudice to securities listed in the international quotation system referred to in the Securities Market Law.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on December 31, 2015) FIRST.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
SECOND.- Issuers that maintain short-term securities registered preventively under the placement program modality under article 92 of the Securities Market Law, as well as those that have obtained and maintained the authorization referred to in article 13 Bis of the General Provisions Applicable to Securities Issuers and Other Market Participants, provided that the program is in effect, may continue to issue securities under said programs for a period of one year counted from the entry into force of this Resolution, without the provisions of article 68 of this instrument being applicable to them. Once said period has elapsed, in order to carry out short-term issuances under placement programs as well as those for which they have obtained and maintained the authorization referred to in article 13 Bis of the aforementioned Provisions, issuers must obtain the update of the registration of the corresponding securities, in order to incorporate what is provided in article 68 of the General Provisions Applicable to Securities Issuers and Other Market Participants.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on May 6, 2016) SINGLE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on October 19, 2016) SINGLE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on November 15, 2016) FIRST.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
SECOND.- Stock exchanges must submit to the consideration of the National Banking and Securities Commission, within ninety natural days following the date of publication in the Official Gazette of the Federation of this instrument, the modifications they make to their internal regulations under article 247, fraction IV of the Securities Market Law, in order to incorporate what is provided in this Resolution.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on August 11, 2017) SINGLE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on April 26, 2018) SINGLE.- This Resolution shall enter into force on August 1, 2018.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on June 13, 2018) SINGLE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on August 9, 2019) SINGLE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on November 25, 2019) SINGLE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on December 10, 2020) SINGLE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on February 16, 2021) SINGLE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on August 15, 2022) SINGLE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on January 9, 2024) SINGLE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on February 7, 2024) SINGLE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on December 30, 2024) SINGLE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on January 28, 2025) FIRST.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
SECOND.- The Sustainability Information referred to in Article 82 Bis, which is added in this Resolution, must be submitted starting from 2026, with respect to the annual information corresponding to 2025.
THIRD.- The report containing the sustainability information that Issuers present in 2026 with the annual information corresponding to 2025, may not have the assurance of an external auditor. The sustainability information presented in 2027 with the annual information of 2026 must be assured at least on a limited basis. For subsequent years, said report must have reasonable assurance.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on December 2, 2025) SINGLE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISION
(Resolution modifying the General Provisions Applicable to Securities Issuers and Other Market Participants, published in the Official Gazette of the Federation on July 2, 2026) SINGLE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
CONSIDERING
(Published on October 7, 2003)
That it is convenient to relax the transitional provisions regarding the independence requirements that external auditors who issue opinions on the financial statements of securities issuers registered in the National Securities Registry must meet, in order to extend the deadlines for compliance with some of such requirements, it has resolved to issue the following:
CONSIDERING
(Published on September 6, 2004)
The Considerations of this Resolution belong to the General Provisions applicable to brokerage houses; the only thing that refers to the General Provisions applicable to securities issuers and other participants in the securities market is the indication made in the last paragraph of Article SECOND TRANSITORY which states: “Likewise, Article 71 of the “General Provisions applicable to securities issuers and other participants in the securities market”, published in the Official Journal of the Federation on March 19, 2003, is repealed.
CONSIDERING
(Published on September 22, 2006)
That it is convenient to update the legal foundations supporting the general provisions issued by this Commission, applicable to securities issuers and other participants in the securities market, resulting from the issuance of the new Securities Market Law, published in the Official Journal of the Federation on December 30, 2005; That it is appropriate to repeal those provisions whose regulatory content has been provided for in the new Securities Market Law, or those that are contrary to what is established in said legal instrument; That it is necessary to provide, in accordance with what the cited law orders, those acts, facts, or events that, in an indicative but not exhaustive manner, will be considered relevant events, as well as the criteria to be followed by issuers to determine when a relevant event has such character, and That in view of the creation of the stock-promoting anonymous investment company, it is indispensable to provide for the registration and maintenance requirements in the National Securities Registry of the shares representing the social capital of said companies, it has resolved to issue the following:
CONSIDERING
(Published on September 19, 2008)
That the new Securities Market Law incorporates the practices and principles of good corporate governance applicable to securities issuers that are contained in the so-called Code of Best Corporate Practices, for which it is pertinent to suppress the obligation of issuers to inform the National Banking and Securities Commission of the degree of adherence they maintain with respect to what is stated in the aforementioned code, given that the cited law establishes a regime of mandatory observance in this matter, remaining said obligation to inform the exchange and the investing public as a requirement that must be contemplated in the internal regulations of the exchange for the listing of securities authorized to trade and their maintenance; That as a result of the issuance of the current Securities Market Law, it is convenient to abrogate the General Rules applicable to the acquisitions of securities that must be disclosed and public offers to purchase securities, in view that part of their regulatory content has been provided for or superseded by said law, as well as to update various provisions contained in the cited Rules by incorporating them into the General Provisions applicable to securities issuers and other participants in the securities market;
That it is convenient to provide more information and define that which must be disclosed regarding asset securitization schemes, under trusts, in order for investors to have better quality information, with the same timeliness and degree of detail as is provided with respect to other securities; That it is convenient that, in relation to said trust-based securitization schemes, the responsibilities of the originator, trustee, asset administrator, and common representative be delimited with respect to the information that is disclosed in reports, through the signing of certificates in which the scope of their responsibility is clearly specified. The foregoing, in order to incorporate the aforementioned persons into the liability regime provided by the Securities Market Law; That it is pertinent that in debt issuances guaranteed by an entity or legal entity that maintains control of the issuer and the guarantee is irrevocable, for the total of the issuance and the opinion issued by the securities rating institution is based exclusively on the credit quality of the guarantor or guarantor, the obligation to present periodic financial information by third parties who receive the resources from such issuances be suppressed; That it is necessary to determine the deadlines within which foreign guarantors of debt instrument issuances must present their financial information, in order to coincide with those in which foreign issuers are obliged to present theirs; That it is pertinent that in trusts that effect securities issuances and that have technical committees, the trust institutions themselves be represented in said committees, given that with this the confidence of the investing public is maintained with respect to the evolution of the assets affected by the trust's estate; That as provided in the Securities Market Law, the figure of market maker has been incorporated into our legal framework with the purpose of strengthening equity securities issuers, since this figure provides greater liquidity for their securities and contributes to increasing and diversifying their shareholder base, for which it is convenient that the investing public be provided with information regarding the market makers that securities issuers hire, as well as their main functions and the impact that their actions have on the levels of operation and on the prices of the securities on which they operate, and That it is convenient to make clarifications, among others, to the procedure related to the processing of applications for the registration of securities in the National Securities Registry and for the approval of public offers, it has resolved to issue the following:
CONSIDERING
(Published on January 27, 2009)
That currently the financial statements of issuers whose securities trade in Mexico must be prepared in accordance with the financial information standards recognized and issued by the Mexican Council for Research and Development of Financial Information Standards, A.C., as well as audited and opined on in accordance with the standards issued by the Mexican Institute of Public Accountants, A.C., and that, likewise, when such issuers also trade their securities in foreign markets they are obliged to prepare their financial information in accordance with the aforementioned standards and, additionally, in accordance with other standards that are applicable depending on the markets in which their securities trade; That participants in international markets recognize the importance of having a unique set of high-quality accounting standards that can be used anywhere in the world, allowing financial information of entities to be compared from one country to another on the same basis of preparation, with the objective of increasing investor confidence; That the adoption in our country of the International Financial Reporting Standards “International Financial Reporting Standards” issued by the International Accounting Standards Board “International Accounting Standards Board” would place issuers whose securities trade in Mexico on par with international requirements in terms of disclosure and transparency of financial information, reducing the costs represented for such issuers by preparing financial statements on different bases, and That the establishment of a unique, complete, consistent, and comparable set of high-quality and internationally accepted financial information standards will entail various benefits for the market and investing public, such as facilitating the preparation of consolidated financial statements, in the case of economic groups that have presence in various countries and facilitating the issuance of securities in our market by foreign issuers, by accepting as valid the financial statements prepared based on International Financial Reporting Standards, it has resolved to issue the following:
CONSIDERING
(Published on July 22 and December 29, 2009)
That in view of the constant development and dynamism of the securities market, fiduciary titles with particular characteristics have been presented, which have as their object to obtain resources from the general investing public in order to allocate them to the investment that allows the development of activities or the realization of projects of one or several companies or, the acquisition of titles representing their social capital; That given the current situation, investment through these fiduciary titles that allows the development of activities or the realization of projects of companies, including newly created ones, could constitute a mechanism to promote the development of the national economy, incentivize the creation of jobs, as well as decrease the effects of the economic crisis that has occurred worldwide; That the aforementioned fiduciary titles, by virtue of not consigning the obligation to pay a sum of money for the concept of principal and, if applicable, interest, allow them to be likened by their characteristics regarding risk behavior to equity instruments and not to debt instruments, since the assets, goods, or rights affected by the issuance trust generate the expectation of receiving income, variable, uncertain and not guaranteed, which will only be obtained from the success of the investments made; That in addition to the foregoing, the companies with respect to which the issuance trust invests or acquires titles representing their social capital do not have a corporate governance regime similar or similar to that provided in the Securities Market Law applicable to stock companies or stock-promoting investment companies, which grants rights to minority shareholders; That there is no obligation to pay the principal or interest with respect to these fiduciary titles, since the resources obtained from the placement of these securities are destined to finance or invest in companies or projects, even newly created ones, so the product of the investment in said titles depends precisely on the performance of the companies or projects in which they invest or finance; That the Securities Market Law empowers the National Banking and Securities Commission to establish by means of general provisions, the minimum aspects that securities issuers must observe with respect to their activity and participation in the securities market, which are consistent with the interests of their investors. In such virtue, it is necessary to determine the minimum policies and guidelines that issuers of the aforementioned fiduciary titles must follow for the placement and information disclosure of the same. The foregoing, taking into account the risks inherent to these securities and, in general, to the activities or projects of the companies with respect to which the trust invests or acquires titles representing their social capital. In this way, these policies intend to regulate the best performance of the issuers of the aforementioned fiduciary
titles in the securities market, in protection of the interests of the investors who acquire them; That in view of the foregoing, the placement in public offer of the fiduciary titles could result in a risky investment, so it is convenient to strengthen the requirements to obtain authorization for the public offer of these securities. Likewise, it is necessary to strengthen the mechanisms for the disclosure of information relating to said titles, as well as the behavior of the companies or projects with respect to which the trust invests or acquires titles representing their social capital, including the disclosure on the lack of corporate governance in terms of what is provided in the Securities Market Law. Likewise, and in protection of the interests of the investing public, it is important to determine the information that the issuers of these securities must disclose, including the characteristics of the fiduciary titles, as well as their risks; that they will not have an opinion on the credit quality of the issuance, issued by a securities rating institution; the business plan and the investment calendar in accordance with which the investments, divestments, or acquisitions will be carried out; the manner and terms in which the fiduciary titles will be valued, establishing the obligation to carry out said valuation by an independent third party, among others, and That the general investing public can acquire these fiduciary titles, so it is convenient that they expressly state that they know the risks derived from said securities, prior to their acquisition, it has resolved to issue the following:
CONSIDERING
(Published on December 10, 2010)
That the General Provisions applicable to securities issuers and other participants in the securities market establish the obligation for said issuers to provide this Commission, the stock exchanges, and the general public with financial, economic, accounting, administrative, and legal information in a periodic manner, which, in some cases, is delivered through the electronic system for sending and disseminating information that the Commission itself authorizes to the stock exchanges “SEDI”; in others, in printed form and, regarding certain information, through the two described means, which implies high costs for issuers; That in view of the foregoing and in order to guarantee the dissemination and availability of said information to the investing public, as well as the disclosure of relevant events that, in accordance with legal and administrative provisions, securities issuers must periodically or occasionally provide to the Commission and to the stock exchanges, it is convenient to establish the obligation for securities issuers to send said information and relevant events electronically to both the stock exchanges and the Commission, in order for the latter to provide the general public in an expeditious and free manner through its electronic page on the worldwide network (Internet) such information, eliminating the obligation to present it to the stock exchanges and to the Commission in printed form; That in such virtue, it is estimated convenient to institute a new Information Transfer System on Securities “STIV-2”, in order for the described electronic sending to the Commission to be carried out through this channel, while the direct collection of said information will facilitate to the Commission a better exploitation of it, contributing to carrying out its supervision labor in a more efficient manner, and That the Securities Market Law empowers this Commission to determine by means of general provisions, the requirements, terms and conditions that the relevant information that, in accordance with said Law, securities issuers are obliged to present to the Commission itself, the stock exchanges, and the general public must meet, it has resolved to issue the following:
CONSIDERING
(Published on December 20, 2010)
That in concordance with the principle of information disclosure and for the benefit of the securities market and security holders, it is necessary to add to the list of relevant events, the obligation of issuers to disclose if the sum of credits, loans, or financing obtained in each quarter, if applicable, represent five percent or more of the total of their consolidated assets, liabilities, or capital; That, likewise, in protection of the interests of the general investing public and attending to the principle of information disclosure, it is convenient that securities issuers transparent to the market and to the acquirers of their securities, in the information prospectus that, in accordance with the applicable provisions, they are obliged to present, the existence, if any, of different terms and conditions in public offers that they carry out abroad at the same time as the public offer that is intended to be carried out in national territory. Additionally, in congruence with the referred principle of information disclosure, it is necessary that securities issuers disclose in the corresponding annual report, and when they have contracted credits that are considered relevant, those obligations to do or not to do upon the occurrence of certain circumstances; That on the other hand, in attention to the specific characteristics of structured securities issued under trusts, by financial entities, or by companies that, in accordance with the applicable laws, are authorized to do so, it is necessary to incorporate the requirements that the issuers of said securities must meet for the purposes of obtaining their registration in the National Securities Registry, taking into account the type of issuer; That it is also necessary to establish that structured securities must not have a qualification on their credit quality themselves, by virtue of their returns not depending on the credit quality of the issuer or the issuance, but on factors external to those agreed in the issuance itself, so that only in the case that the structured securities are referred to underlying assets that are titles representing a debt, it is convenient to specify that the underlying asset in question must have a qualification on its credit quality, and That along with establishing the requirements that issuers of structured securities must meet for their registration in the National Securities Registry, it is important to specify the requirements contemplated for the same effects, with respect to the issuers of asset-backed securities, it has resolved to issue the following:
CONSIDERING
(Published on March 16, 2011)
That it is necessary to establish for those securities issuers that through their subsidiaries predominantly carry out financial activities subject to the supervision of Mexican authorities, the obligation to prepare and opine on their financial statements under the same bases as said subsidiaries, in order for the financial information of both to be comparable; That in order to avoid regulatory arbitrage, it is necessary that issuing companies that do not have the character of multiple-object financial companies, but that in fact habitually and professionally grant credits, or carry out financial leasing or financial factoring operations, prepare and opine on their financial statements in the same terms as unregulated multiple-object financial companies with securities registered in the National Securities Registry, and That the Securities Market Law itself empowers the National Banking and Securities Commission to recognize the accounting standards to which securities issuers must adhere in the preparation and formulation of their financial statements, being able to make distinctions by type of issuer, it has resolved to issue the following:
CONSIDERING
(Published on July 27, 2011)
That fiduciary titles that have as their object to obtain resources from the general investing public in order to allocate them to the investment that allows the development of activities or the realization of projects of one or several companies or, the acquisition of titles representing their social capital, are intimately linked to the business plan and investment calendar that the issuing trust institution must present to said titles in order to obtain their registration in the National Securities Registry under the National Banking and Securities Commission; That on occasions, the resources from the issuance are not used from the placement for the development of activities or the realization of the projects or, for the acquisition of titles representing the
capital social de sociedades, por lo que en el mejor interés de los tenedores de dichos títulos fiduciarios, se establece un esquema bajo el cual los tenedores podrían aportar una cantidad mínima inicial a la emisión de que se trate y, el emisor, asimismo, tendrá la opción de convocar a las llamadas de capital para que los tenedores aporten recursos en ulteriores ocasiones, y hasta por el monto máximo establecido para la emisión, para el cumplimiento del plan de negocios y calendario de inversiones; Que en ese tenor, se establecen los requisitos para la inscripción en el Registro Nacional de Valores, de estos títulos, así como para la actualización de su inscripción, al tiempo que, en congruencia con el principio de revelación de información contenido en la Ley del Mercado de Valores, se determinan las obligaciones de revelación de información al público inversionista; Que atendiendo a las características de los títulos fiduciarios antes señalados, es oportuno actualizar el contenido de las leyendas que deben suscribir los diversos participantes a propósito de la emisión correspondiente, y Que de la misma forma, y al igual que el resto de las emisoras, se considera conveniente que las emisoras de los títulos fiduciarios multicitados, elaboren sus estados financieros conforme a las Normas Internacionales de Información Financiera “International Financial Reporting Standards” que emite el Consejo de Normas Internacionales de Contabilidad “International Accounting Standards Board”, ha tenido a bien expedir la siguiente:
CONSIDERANDO
(Published on August 31, 2011)
That for the purposes of carrying out the cancellation of the registration of securities representing the share capital of securities issuers in the National Securities Register, section II of Article 108 of the Securities Market Law requires, among other requirements, the carrying out of a public offering and the constitution of a trust in which the resources necessary to acquire at the same price as the offering, the securities of the investors who did not attend the same, and That regarding cancellations of registration of securities in the National Securities Register, promoted by issuers of the aforementioned titles, as a result of merger processes between two listed anonymous companies, it is deemed necessary to exempt from carrying out a public acquisition offer in accordance with what is provided for in section II of Article 108 of the Securities Market Law, provided that in the aforementioned corporate acts the rights of investors are protected in a reliable manner in accordance with the Securities Market Law, therefore it has resolved to issue the following:
CONSIDERANDO
(Published on December 28, 2011)
That the National Banking and Securities Commission published in the Official Journal of the Federation on January 27 of 2009 the “Resolution that modifies the general provisions applicable to securities issuers and other market participants” in which it was established that the financial statements of the securities issuers must be prepared from January 1, 2012, in accordance with the International Financial Reporting Standards “International Financial Reporting Standards” issued by the International Accounting Standards Board “International Accounting Standards Board”, therefore it is necessary to establish the form and terms in which issuers that request authorization from this Commission to register securities in the National Securities Register must present the financial information for periods prior to 2012, for comparative purposes, has resolved to issue the following:
CONSIDERANDO
(Published on February 16, 2012)
That in terms of the “General Provisions Applicable to Securities Rating Agencies”, securities rating agencies must request information from their clients that are securities issuers, regarding whether another securities rating agency provided them with a report on the credit quality of the same, it is necessary to establish in the “General Provisions Applicable to Securities Issuers and Other Market Participants” the obligation for issuers to disclose to such institutions any rating they request or obtain from other securities rating agencies for any cause, as well as to disclose it to the market as a relevant event once they are made aware of it, has resolved to issue the following:
CONSIDERANDO
(Published on October 12, 2012)
That due to various adjustments in accounting and auditing matters at the national and international levels, and alongside the principle of information disclosure contained in the Securities Market Law, it is necessary to make some clarifications in the legends that must appear at the foot of the placement prospectus or informational supplement of the issuers, as well as of the annual report they must present in accordance with the applicable provisions; That additionally, it is deemed necessary to change the date for securities issuers issued under the cover of a minutes document to present to the National Banking and Securities Commission the testimony of the same duly registered in the Public Property Registry, so that this obligation is fulfilled no later than the day of the date of the issuance, in order to have all the relative information; That likewise, it is important to establish that the federative entities and municipalities, in their capacity as issuers, will be obligated to present a document that includes the differences between the accounting standards they use and those issued by the National Council for Accounting Harmonization, and the International Financial Reporting Standards in accordance with which the rest of the issuers must prepare and present their financial information, so that the market in general knows the differences between both standards; That with the object of having updated information, regarding issuers that request the preventive registration of debt instruments under the placement program modality, it is specified that they must update the respective prospectus, if having passed one year from the publication of the same, or from the date of its last update, they carry out a new issuance under the cover of the program. Likewise, it is exempted from said issuers of the referred obligation to update their information prospectus, when they are up to date in the presentation of information to the market, given that this latter information would be sufficient; That it is convenient to eliminate the minimum number of shareholders or holders of ordinary participation certificates on shares, that listed anonymous companies and listed investment promoting anonymous societies must prove for the purposes of maintaining their listing on the stock exchanges, therefore these can determine it freely in their internal regulations; That on the other hand, it is convenient to incorporate some rules applicable to foreign issuers as an administrative ease so that they can present their financial statements in a language other than Spanish on the date established in the provisions and, subsequently within a certain period, in Spanish, as well as exempt them from the obligation to deliver the reconciliation of relevant accounts that identify the differences between the accounting standards applicable in their country of origin and those applicable in our country, when presenting quarterly financial information; That in order not
to generate an additional cost, the option is incorporated for third parties related to the issuers to prepare their financial statements based on the Financial Reporting Standards that recognizes and issues the Mexican Council for Financial Reporting Standards, A.C. or the International Financial Reporting Standards; That with the object of providing greater transparency in the information that is disclosed to the investing public, it is convenient to foresee that the external auditors of the issuers must accompany a declaration granting their consent to incorporate in the placement prospectus or informational supplement, as well as in the annual report, the report they have previously issued on the financial statements of the issuer, and
That as a result of the aforementioned modifications, it is necessary to adjust the content of the corresponding annexes, has resolved to issue the following:
CONSIDERANDO
(Published on April 30, 2013)
That it is deemed necessary to make a clarification, regarding the reports on the credit quality of each issuance that must be presented by issuers of fiduciary titles on assets other than shares or debt instruments, for the purposes of the registration of their securities in the National Securities Register, in the sense of delivering a letter in which they indicate that they manifested to the securities rating agency if they obtained a rating from another rating agency on the same values, to the effect that such financial entities are in a position to comply with the provisions applicable to them; That on the other hand, the Securities Market Law enables issuers to obtain the preventive registration of securities representing a debt in accordance with the modality of a placement program, or of the issuance of securities whose placement is in one or more series, in the National Securities Register kept by the National Banking and Securities Commission, in accordance with what is stated in the Law itself; That in view of the foregoing, and taking into account that the Commission itself reviews and authorizes the dissemination of information directed to the general public for purposes of promotion, marketing or advertising on securities, it is convenient to include within such documents to be authorized, the formats of informational supplements and notices, whose information is contained in the placement prospectus, in order to be used in the subsequent issuances carried out under the cover of the program or of the issuance of securities whose placement is in one or more series, without requiring in each of the placements the authorization of this Decentralized Body, in order to streamline the procedure respectively; That likewise, it is deemed viable that what is described in the previous paragraph be applicable regarding the registration, without a public offering, of debt instrument securities, structured securities and asset-backed securities, all of these with a term greater than one year; That the authorization of the formats of the informational supplements and notices mentioned, does not exempt the issuers from presenting periodic information in accordance with the Securities Market Law, therefore such authorization at the time of being congruent with the obligation stated, allows the placement to be carried out in a more agile and expeditious manner; That it is necessary to foresee the obligation for issuers that carry out an update of the registration of their securities, to present the legal opinion in terms of the applicable provisions, not only due to capital increases, increase in the number of shares or modification of the share series, but also when it comes to updates of the registration due to decreases in share capital or any kind of transformation of this, by virtue of being relevant information for the investing public. Additionally, it is necessary to incorporate the obligation for securities issuers of debt instruments,
fiduciary titles on assets other than shares, optional titles and structured securities, to present a notice for informational purposes that includes the general characteristics of the corresponding updates; That in another order of ideas, it is necessary in congruence with the principle of information disclosure to the market contained in the Securities Market Law, that all interested parties in a public offering of securities know the public offering notice, before the start of the trading session in Mexico, on the date of price fixing or closing of the book, as well as daily during the validity of such offering, therefore the cited obligation is incorporated; at the same time that it is eliminated that the aforementioned publications be carried out in a newspaper of wide national circulation, in order to avoid redundant costs for the issuers; That it is necessary to update the auditing standards based on which the external auditors must prepare their reports, opinions and corresponding reports, and
That finally, it is deemed convenient to clarify that the entities that in terms of the General Law of Governmental Accounting are considered as public entities, may present their financial statements in accordance with said legal order, has resolved to issue the following:
CONSIDERANDO
(Published on July 15, 2013)
That the issuance of some of the fiduciary titles provided for in Article 7, section II, subsection c) of the “General Provisions Applicable to Securities Issuers and Other Market Participants”, has as its object to obtain resources from the general investing public, to allocate them predominantly to investment in securities issued by collective investment mechanisms not listed on any stock exchange; That such schemes do not allow the issuers of such fiduciary titles to have the necessary information to prepare and present the financial information and the annual report, in the periods established by the aforementioned Provisions, in view of the fact that the issuers of the collective investment mechanisms in which the investment is allocated, are not obligated to prepare and provide to the general public the financial information on a periodic basis by not being listed on any stock exchange; That for the above reason and given that such schemes are an investment option existing in the market, it is convenient that the aforementioned fiduciary titles that invest predominantly in collective investment mechanisms not listed on any stock exchange, may present the financial information and the annual report, in broader periods than those established in the current regulations, provided that they disclose it in the placement prospectus to the public or well, in case of having obtained the authorization to modify it once the placement has been carried out, they disclose it as a relevant event; That on the other hand, it is deemed necessary to clarify that in case the issuers of the aforementioned fiduciary titles invest in shares or credit titles that represent them registered in the National Securities Register or that have been the object of a public offering abroad, such investment must be made at least to acquire 20 percent of the share capital of the issuer in question, in order to avoid that there is a regulatory arbitrage with the investment societies regulated by the Investment Societies Law; at the same time that regarding investments in other instruments registered in the National Securities Register, or that have been the object of a public offering abroad, the characteristics to invest in them are indicated; That in view of the importance of some matters to be addressed in the general assemblies of holders of the aforementioned securities, for the benefit of the market and of the holders themselves, it is obliged the issuers of these instruments, to publish as a relevant event all the necessary information for the taking of decisions related to such matters, since this can update acts or facts that could influence the price of these values; at the same time that it is added that the general assembly of holders must meet to approve expansions to the issuance in the amount or number of certificates, as well as any change in the scheme of payment of commissions or compensation in favor of the administrator, members of the technical committee,
equivalent body or any third party; That it is convenient to clarify that when corporate restructuring is carried out by any issuer, it must take into account as the value of the transaction, the one that results greater between the book value and the market value, and That finally, it is necessary to make some clarifications to the formats of the placement prospectus and annual report that the issuers of the aforementioned fiduciary titles must present in accordance with the current regulations, with the object of revealing the information relative to operations with related parties, which abounds in the principle of information disclosure contained in the Securities Market Law, has resolved to issue the following:
CONSIDERANDO
(Published on January 30, 2014)
That in view of the fact that the fiduciary titles referred to in Article 7, section II, subsection c) of the “General Provisions Applicable to Securities Issuers and Other Market Participants”, as well as the securities issued by collective investment vehicles, listed and quoted throughout the trading sessions on the stock exchanges, whose main objective consists in seeking to reproduce the behavior of one or more indices, financial assets or reference parameters, can resemble each other by their characteristics in terms of risk to capital instruments, it is convenient that all issuers of such instruments must comply with the same obligations as those of capital instruments, both at the time of their registration in the National Securities Register, as in matters of information disclosure, therefore it is necessary to establish in the Provisions themselves the obligations corresponding to the issuers of the aforementioned securities, in matters of registration and update in the National Securities Register, offering and trading of the securities, voluntary public offerings, insider information and disclosure of relevant events, among others; That it is necessary to make a clarification regarding the amount of investments for which prior approval of the holders' assembly is required regarding the securities that are fiduciary titles to which Article 7, section II, subsection c) refers, in the modality of capital calls, in order to clarify the scope of such obligation; That likewise, it is convenient to make an adjustment regarding those issuers of fiduciary titles to which Article 7, section II, subsection c) of these Provisions refers, that decide to adhere to the investment regime predominantly in securities issued by collective investment mechanisms not listed on any stock exchange, in order to disclose through a relevant event the authorization of the notice with complementary informational purposes to the placement prospectus in which the adoption of said regime is informed, has resolved to issue the following:
CONSIDERANDO
(Published on June 17, 2014)
That in protection of the interests of the holders of fiduciary titles to which Articles 63 Bis 1, section II of the Securities Market Law and 7th, section II, subsection c) of the “General Provisions Applicable to Securities Issuers and Other Market Participants” refer, provided that in the offering documents the obligation to distribute at least 95% of the fiscal result of the immediate previous period is established, at least once a year, commonly known as FIBRAs, in which the issuers assume with charge to the equity of the trust credits, loans or financing it is indispensable to foresee a corresponding regime of information disclosure; That likewise it is necessary, in order for the issuers of these fiduciary titles to maintain an adequate proportion between their assets and liabilities, to establish a limit for the assumption of credits, loans or financing at the charge of the equity of the trust, by the settlor, administrator of the trust assets or to whom such functions are entrusted or by the trustee; as well as to foresee a debt service coverage index; That for the above reason, it is convenient to modify the aforementioned Provisions in order to foresee: the regime to which the issuers of fiduciary titles to which Article 7th, section II, subsection c) refers, whose resources of the issuance are destined to carry out the investment in the goods or rights to which
Article 63 Bis 1, section II of the Securities Market Law refers, when in the offering documents
the obligation to distribute at least 95% of the fiscal result of the immediate previous period is established, at least once a year, as well as what relates to a maximum limit of indebtedness and debt service coverage index, remedial actions alongside periodic, relevant or annual information disclosure; That regarding these fiduciary titles it is necessary to establish the rules for the prevention of conflicts of interest, both in the decisions of the technical committee or equivalent body, as well as in the
general assembly of holders of said securities, in order to have resolutions in the general interest of all holders, and That, in view of the special characteristics and investment nature of the fiduciary securities mentioned, it is indispensable to eliminate the requirement that issuers of these securities include letters manifesting investors' knowledge of risks in their placement prospectus, has resolved to issue the following:
CONSIDERING
(Published on September 24, 2014)
That the “Decree reforming, adding, and repealing various provisions in financial matters and issuing the Law to Regulate Financial Groups”, published in the Official Journal of the Federation on January 10, 2014, reformed, among others, the Securities Market Law to establish that all foreign offerings of securities issued in Mexico or by Mexican corporations must be notified to the National Banking and Securities Commission, regardless of whether they are public or private; previously, only public offerings had to be notified, so it is necessary to establish both scenarios;
That, as an administrative facilitation, foreign offerings of securities issued in Mexico or by Mexican corporations carried out under a placement program, provided that the program is short-term, need only be notified at the end of each month, taking into account the possibility that a considerable number of offerings can be made under such programs, and
That the reformed Securities Market Law, through the aforementioned Decree, also empowered the National Banking and Securities Commission to establish, through general provisions, different types of qualified investor, based on their income or investment levels, so that different services can be provided to them or they can carry out certain operations, has resolved to issue the following:
CONSIDERING
(Published on December 26, 2014)
That the “Decree reforming, adding, and repealing various provisions in financial matters and issuing the Law to Regulate Financial Groups”, published in the Official Journal of the Federation on January 10, 2014, reformed, among others, the Securities Market Law, to establish the possibility for legal entities to request the preventive registration of securities in the National Securities Registry, under the placement program modality, in accordance with the general provisions issued by the Commission for such purposes, and that in this regard, the rules governing such placement programs are included for the benefit of all types of issuers and to make placement processes more efficient, has resolved to issue the following:
CONSIDERING
(Published on January 12, 2015)
That the “Decree reforming, adding, and repealing various provisions in financial matters and issuing the Law to Regulate Financial Groups”, published in the Official Journal of the Federation on January 10, 2014, reformed, among others, the Securities Market Law, to establish the obligation for issuers to present a document with key investment information, containing the requirements determined by the National Banking and Securities Commission through general provisions, and that in this regard, the rules governing the content of the key investment information document are included for the benefit of investors and the market in general, and for adequate investment decision-making in congruence with the information disclosure principle contained in the Securities Market Law itself;
That additionally, with the aforementioned reform to the Securities Market Law, the possibility was established for issuers to carry out public offerings of securities directed at certain classes of investors;
That, in view of the particular characteristics and market knowledge of institutional or qualified investors who can issue instructions to the table, it is convenient that the public offerings referred to in the previous paragraph be directed to this class of investors, while establishing the characteristics that such offerings must meet, as well as the requirements that issuers must satisfy for their realization, and
That, due to the foregoing, it is necessary to clarify the scope of persons who will be considered qualified investors to issue instructions to the table, has resolved to issue the following:
CONSIDERING
(Published on January 30, 2015)
That the “Decree reforming, adding, and repealing various provisions in financial matters and issuing the Law to Regulate Financial Groups”, published in the Official Journal of the Federation on January 10, 2014, reformed, among other legal frameworks, the General Law of Organizations and Auxiliary Credit Activities, to include in the regulatory and supervisory scope of the National Banking and Securities Commission multiple-object financial societies that issue debt securities under their own name registered in the National Securities Registry in accordance with the Securities Market Law, or, in the case of fiduciary titles equally registered in said Registry, when the fulfillment of obligations related to the titles issued under the trust depends totally or partially on said society, acting as settlor, assignor, or administrator of the trust estate or as guarantor or surety of said titles;
That in this regard, it is indispensable to adapt in these provisions the rules that will govern issuers regarding accounting and audit criteria, which will result in said societies having a legal framework that provides certainty in their operation regarding compliance with said rules, has resolved to issue the following:
CONSIDERING
(Published on March 26, 2015)
That in order to incentivize the registration in the National Securities Registry of shares representing the share capital of stock corporations promoting stock market investment, which will facilitate the incorporation of more companies into the securities market and result in a more dynamic and diversified sector, it is necessary to establish a special regime regarding placement prospectus, registration and maintenance requirements, and financial information disclosure for these societies, without failing to safeguard the interests of the investing public and in line with the information disclosure principle, has resolved to issue the following:
CONSIDERING
(Published on May 13, 2015)
That it is indispensable to clarify the accounting criteria applicable to the financial statements of issuers that, through their subsidiaries, carry out financial activities subject to the supervision of Mexican financial authorities, which will result in the financial information of said issuers being comparable for the benefit of the investing public and the securities market in general, has resolved to issue the following:
CONSIDERING
(Published on August 27, 2015)
That, following the publication on August 11, 2014, in the Official Journal of the Federation of the “Decree issuing the Law on Revenue from Hydrocarbons, reforming, adding, and repealing various provisions of the Federal Rights Law and the Fiscal Coordination Law, and issuing the Mexican Petroleum Fund for Stabilization and Development Law”, the National Banking and Securities Commission was empowered to review the applicable legal framework and, if applicable, regulate the content and presentation of reports through which issuers will report for accounting and financial purposes the benefits they expect to obtain from contracts and assignments regarding exploration and extraction activities of hydrocarbons in which they participate, in accordance with what is established in the Hydrocarbons Law, as well as the obligation to send such information to the Mexican Petroleum Fund and the Ministry of Finance and Public Credit, so that in compliance with said mandate and for the purpose that the investing public has relevant information on such exploration and exploitation activities, has resolved to issue the following:
CONSIDERING
(Published on September 28, 2015)
That as a result of the “Decree reforming, adding, and repealing various provisions in financial matters and issuing the Law to Regulate Financial Groups”, published in the Official Journal of the Federation on January 10, 2014, the Securities Market Law was modified, among others, to establish the possibility that the National Banking and Securities Commission recognizes public offerings of securities carried out in markets with which stock exchanges have signed agreements to facilitate access to their trading systems, and
That, in view thereof, and with the object of deepening the securities market, as well as expanding the range of investment options available to the investing public, it is indispensable to establish the requirements that allow the recognition of such offerings so that they can be carried out in national territory, safeguarding at all times the disclosure of information to the market, in protection of investors' interests, has resolved to issue the following:
CONSIDERING
(Published on October 20, 2015)
That the Securities Market Law reformed through the “Decree reforming, adding, and repealing various provisions in financial matters and issuing the Law to Regulate Financial Groups”, published in the Official Journal of the Federation on January 10, 2014, provides the characteristics for the issuance of development and real estate fiduciary exchange certificates, so it is necessary that for their registration in the National Securities Registry, the applicable secondary regulatory framework be homogenized, including clarifications on aspects such as identification of the assets that make up the trust estate in the case of real estate fiduciary exchange certificates; the provision for carrying out subsequent public offerings to reach the initial minimum amount in the issuance of such securities under the capital call mechanism; the need for issuers to hire a common representative of the security holders in order to continue with the due protection of their interests; the requirements for the request for cancellation of registration in said registry, among other provisions, whose object is to facilitate the issuance of such vehicles for the benefit of the securities market in recognition of their constant evolution and carefully safeguarding at all times the due disclosure of relevant information, in protection of the investing public's interests;
That, in view of the dynamism of the securities market and in order to cover the needs of the investing public, it is necessary to create the relevant rules for the issuance and registration in the National Securities Registry of fiduciary exchange certificates to be called energy and infrastructure investment certificates, which will channel to the energy sector and infrastructure development resources that will trigger the country's economic growth, without prejudice to safeguarding the interests of the investing public. In effect, these fiduciary exchange certificates will incorporate best practices seen in other markets, which will facilitate investment; these securities, due to their characteristics regarding the risk of the investments to which their resources will be directed, resemble equity vehicles, so their regime for investment decision-making and transparency in management must incorporate minimum principles for investor protection;
That energy and infrastructure investment fiduciary exchange certificates, whose resources would be destined to finance societies, projects, or assets of the energy or infrastructure sector, and taking advantage of the conclusion of the project maturity cycle, will allow new investments to be made with the resources of the issuance, which will undoubtedly consolidate the energy sector, democratizing benefits among a plurality of investors, so it is intended that, like real estate fiduciary exchange certificates, they be offered to the general investing public;
That additionally, in protection of the interests of holders of development fiduciary exchange certificates, in which issuers assume credits, loans, or financing against the trust estate, it is indispensable to provide an appropriate information disclosure regime, as well as, in order for issuers of these certificates to maintain an adequate proportion between their assets and liabilities, to establish a limit for the assumption of credits, loans, or financing against the trust estate, by the settlor, administrator of the trust estate, or whoever is entrusted with such functions, or by the trustee, and also to provide a debt service coverage ratio;
That on the other hand, it is necessary to recognize in the secondary legal framework the obligations that common representatives of issuances of securities representing debt must have, taking as a fundamental axis the protection and safeguarding of holders of securities representing debt, therefore they must agree on the obligation to monitor the issuer and request any relevant information for the exercise of such functions;
That it is indispensable to clarify that in addition to the information disclosed by the issuer to investors or analysts, national or foreign, through telephone conferences, emails, or reports, any disclosure made by said issuer through any other means of communication in general will also be considered a relevant event, with the purpose that the investing public has sufficient information in protection of their interests, and
That finally, it is deemed convenient to make a series of clarifications in the rules pertaining to securities issuers to simplify or clarify their scope and content, has resolved to issue the following:
CONSIDERING
(Published on December 31, 2015)
That in order to incorporate into the secondary regulatory framework the possibility of carrying out public offerings of securities of a new type of fiduciary exchange certificates that do not stipulate the obligation to pay the principal and, if applicable, interest, which allows them to be similar by their characteristics regarding risk behavior to equity securities and not to debt, since the assets, goods, or rights generate the expectation of receiving variable and uncertain income, which will only be obtained based on the performance of the investments made, which can also be assimilated to venture capital or private equity instruments, it is necessary to provide the rules that regulate the issuance and registration in the National Securities Registry of these fiduciary exchange certificates to be called investment project certificates, thus addressing the needs of the securities market, and enabling resources to be channeled to various sectors of the economy, without prejudice to ensuring due information disclosure to investors in these instruments;
That it is proposed that for the registration in the National Securities Registry of this type of investment project fiduciary exchange certificates, best practices from other markets be incorporated, while differentiated requirements for their issuance are contemplated, including a structure for agile and modern management, flexibilities for their operation, with which the investment of obtained resources will be facilitated, safeguarding at all times the interests of holders by adding principles for investment decision-making and transparency in management, so, taking into account all the foregoing, they must be offered in a restricted public offering;
That the aforementioned certificates will be destined for the financing of projects, as well as for investment in the share capital of societies, directly or indirectly through investment vehicles, that is, the possibility of investing in a diversity of projects in all economic sectors, facilitating large investors to participate in these issuances;
That in this regard, principles in the matter of information disclosure are added, including relevant events and financial information, limits on leverage in case of opting to assume credits, loans, or financing against the trust estate, the possibility that they be issued under the capital call mechanism, incorporating therefore the minimum content of the issuance act, the rights of holders, powers of the technical committee and its integration, attributions of the general assembly of holders, and, in general, the regime to which issuers of investment project fiduciary exchange certificates will be subject to enable their issuance through restricted public offerings and expand the range of securities that can be offered to those large investors, promoting sectors of the national economy;
That on the other hand, it is necessary to provide for energy and infrastructure investment fiduciary exchange certificates that they must have a debt service coverage ratio which will be determined by the assembly of holders themselves, with which it is intended that issuers have the necessary resources to face the credits, loans, or financing that are assumed against the trust estate, by the settlor, administrator of the trust estate, or whoever is entrusted with such functions, or by the trustee;
That for the fiduciary exchange certificates referred to in the previous paragraph, it is also important to provide that in the case that schemes are agreed upon that grant the administrator of the trust estate, or whoever is entrusted with such functions, the settlor, or related persons thereof, the right to designate all members of the technical committee, the latter must have at least one committee in charge of resolving conflicts of interest, since otherwise, the investments or acquisitions that intend to be made in terms provided by the norm will be approved by the technical committee, and
That on the other hand, it is deemed necessary to make certain adjustments to the rules pertaining to the registration in the National Securities Registry of real estate fiduciary exchange certificates; establish the possibility for issuers to postpone the sending of information contained in the brochures in the case of carrying out corporate restructurings with the object that at the time of their disclosure they have all the information, as well as clarify the obligations incumbent on common representatives in order to facilitate the fulfillment of their respective obligations, has resolved to issue the following:
CONSIDERING
(Published on May 6, 2016)
That it is necessary to make certain clarifications in the disclosure of information that issuers participating in one or more contracts for the exploration and extraction of hydrocarbons or assignments must effect, consisting of observing what is provided by the guidelines issued by the National Hydrocarbons Commission for such purposes; that such information must be disclosed in an aggregated manner, while establishing that independent experts who participate in the certification of reserves must be registered in the roster of independent third parties that the National Hydrocarbons Commission keeps for such purposes, which will facilitate compliance with the provisions, safeguarding due information disclosure to the investing public, and
That it is indispensable to grant an extension in the deadline for issuers to deliver for the first time the information regarding the economic interest they maintain in one or more contracts for the exploration and extraction of hydrocarbons or assignments, in order to have a sufficient deadline to prepare and present the corresponding information, has resolved to issue the following:
CONSIDERING
(Published on October 19, 2016)
That with the publication in the Official Journal of the Federation on April 27, 2016 of the “Decree establishing the Financial Discipline Law of the Federal Entities and Municipalities, and reforming, adding and repealing various provisions of the Fiscal Coordination Law, the General Public Debt Law and the General Government Accounting Law”, the National Banking and Securities Commission was granted the authority to issue general provisions establishing the disclosure requirements regarding expenses related to the offering of securities to be issued that must be met by the public entities referred to in said law, and therefore it is necessary to make various adjustments to the information that must be contained in the corresponding placement prospectus, in order for investors to have the necessary information that allows them to make adequate decisions in protection of their interests and in accordance with the principle of disclosure to the market of relevant information, has resolved to issue the following:
CONSIDERING
(Published on November 15, 2016)
That it is convenient to establish the manner and terms in which securities issuers may request the cancellation of the listing of securities they maintain on a stock exchange to list them on a different one, while establishing the obligations that these issuers must comply with for this purpose, with the objective that the general investing public and the securities market have relevant and timely information, as well as to establish alternatives for the securities market to be deeper and more dynamic;
That in order to encourage a greater number of placements of instruments representing equity in the securities market of large issuers, it is necessary to determine that for listing purposes on stock exchanges, the percentage of social capital that must be placed among investing public may be at least 15 percent or a reference in investment units, which will allow issuers with high social capital to place their shares among the investing public, safeguarding at all times the exercise of corporate and property rights of such investors;
That derived from the observed experience, the issuances of shares placed among the investing public exceed the current threshold, so in order to continue with the incorporation of new issuers into the securities market, it is convenient to reduce this number of investors among whom the offering will be distributed, and
That it is necessary to make some adjustments to the persons who can be considered to participate in a restricted public offering, has resolved to issue the following:
CONSIDERING
(Published on August 11, 2017)
That the Organisation for Economic Co-operation and Development and the G20 recommend the disclosure of the composition of the boards of directors of issuers, including the gender of their members, as well as that of their relevant executives, taking into account that such executives and corporate bodies decide the destiny of the company, so it is convenient that it be diversified;
That in view of the above, the obligation of issuers to disclose in the placement prospectus and in the annual report the gender of their council members or equivalent body and relevant executives is included, and at the same time, they must disclose whether they have a policy to promote equality between men and women in their corporate bodies and among their employees;
That on the other hand, given that the operations of issuers that issue real estate fiduciary trust certificates and energy and infrastructure investment fiduciary trust certificates consist precisely in the usual purchase and sale of assets, it is necessary to modify the percentage according to which they must disclose to the investing public whether the sales or acquisitions of such assets constitute or do not constitute a corporate restructuring, in order to only disclose those that are relevant, for the benefit of such issuers;
That in view of the type of investors who hold development fiduciary trust certificates, real estate fiduciary trust certificates issued under certain conditions and investment project fiduciary trust certificates, for the benefit of the respective issuers, the deadline for the administrator to call for capital calls is reduced, which will ultimately allow issuers to invest the respective resources with greater speed and timeliness, and
That it is convenient to clarify that the issuer that has placed any type of securities through a public offering may request the taking of note to establish that its securities may only be acquired by institutional investors or qualified investors to participate in restricted public offerings, provided that they demonstrate, at the time of making such request, that only such investors are holders of said securities, which will result in benefits both for the issuers, by being subject to fewer information disclosure requirements, and for the market itself, as the interests of investors other than those would not be affected, has resolved to issue the following:
CONSIDERING
(Published on April 26, 2018)
That it is necessary to repeal the norms regarding independent external audit services that issuers must contract because these are integrated into a new regulatory body called “General Provisions Applicable to Entities and Issuers Supervised by the National Banking and Securities Commission that Contract External Audit Services for Basic Financial Statements”, while noting that the same requirements established in such provisions will be applicable to the independent external auditor who will carry out the review of pro forma or combined financial statements, has resolved to issue the following:
CONSIDERING
(Published on June 13, 2018)
That it is necessary to add the exception of carrying out a public acquisition offering before the voluntary cancellation process of shares in the National Securities Registry, to issuers that simultaneously obtain the listing of the titles representing their social capital in the international quotation system established by stock exchanges, since there would be no harm to the interests of investors, as the negotiability of the securities in Mexico would be maintained, the operations would continue to be considered legally as celebrated by stock exchanges and the information would continue to be available timely for investors, and
That it is necessary to clarify the circumstances in which the respective trust must be constituted when issuers request the cancellation of titles representing their capital in the National Securities Registry, in order to safeguard the interests of the investing public, has resolved to issue the following:
CONSIDERING
(Published on August 9, 2019)
That it is necessary to provide certainty to foreign issuers regarding the application of audit norms during the performance of external audit work of their financial statements by the independent external auditors they hire for such purposes, as well as the independence characteristics that these latter must have, has resolved to issue the following:
CONSIDERING
(Published on November 25, 2019)
That, in order to flexibilize the regulatory framework that establishes the procedure for issuers to cancel the listing of any or all of their securities on a stock exchange to list them on another, it is estimated convenient to make adjustments to the requirements that these issuers must observe, considering for this their governance structures and the best conditions existing in the stock market, therefore, in the interest of equal conditions and legal certainty for investors, has resolved to issue the following:
CONSIDERING
(Published on December 10, 2020)
That, with the purpose of boosting the development of real estate fiduciary trust certificate issuers whose trust assets are at all times integrated by assets, goods or rights fully identified, permanently safeguarding the disclosure of information to protect the interests of holders of such trust titles, it is estimated necessary to flexibilize the legal framework that these issuers must observe when they assume, charged to the trust assets, credits, loans or financing;
That, derived from the current context and the regulatory limits established by the “General Provisions Applicable to Securities Issuers and Other Market Participants” in force, the aforementioned issuers have been conditioned in their financing capacity and, consequently, affected in their investments and returns, being forced to finance long-maturity real estate investments with short and medium-term loans, which results in inefficient investments increasing, consequently, the cost in contracting debt, it has been estimated necessary to eliminate the maximum regulatory debt limit, empowering the general assembly of holders to establish the debt limit and the debt service coverage index they intend to assume, in accordance with the methodology provided for this purpose in the aforementioned Provisions, as well as to adjust in the relevant aspects the disclosure made regarding this in the annual report;
That, with the object of providing an adequate regulatory framework for the aforementioned real estate fiduciary trust certificate issuers to maintain a more efficient proportion between their assets and liabilities, it is indispensable to adapt the formula with which the debt service coverage index is calculated, and
That, in order to protect the interests of the holders of the aforementioned real estate fiduciary trust certificates and in safeguard of information disclosure, the excess of the maximum debt limit and the non-compliance with the debt service coverage index determined by the general assembly of holders are qualified as relevant events; therefore, has resolved to issue the following:
CONSIDERING
(Published on February 16, 2021)
That in attention to article 78 of the General Law for Regulatory Improvement and with the purpose of reducing the compliance cost of this modifying resolution, the National Banking and Securities Commission through the issuance of the “Resolution that modifies the General Provisions Applicable to Popular Credit Entities, Integration Organizations, Community Financial Societies and Rural Financial Integration Organizations, referred to in the Savings and Popular Credit Law”, published in the Official Journal of the Federation on April 26, 2018, extended the deadline for popular financial societies, community financial societies and rural financial integration organizations to present to the Board of Directors and disseminate to their users the consolidated basic financial statements; likewise, the obligation that these societies and organizations had to request authorization to use a different methodology for audit work was eliminated;
That issuers with securities registered in the National Securities Registry are obligated to present reports to the National Banking and Securities Commission, which must contain the information and documentation that the Commission determines through general provisions;
That issuers of development fiduciary trust certificates (CKDs) and investment project fiduciary trust certificates (CERPIs) are obligated to carry out the valuation of this type of securities at least once a year, which must be carried out by an independent appraiser with the experience and resources necessary to do so, including the societies with respect to which the trust invests or acquires titles representing their social capital;
That the General Provisions Applicable to Securities Issuers and Other Market Participants contain the annexes identified as N Bis 2 titled “Instruction for the preparation of the annual report applicable to development fiduciary trust certificates” and N Bis 5 titled “Instruction for the preparation of the annual report applicable to investment project fiduciary trust certificates”, which establish the information disclosure requirements to which CKD and CERPI issuances must adhere to maintain their registration in the mentioned registry;
That the participation of the independent appraiser acquires special relevance as being the person who determines the value of CKDs and CERPIs; as well as the investments made through this type of vehicles, so their participation must be and remain independent to avoid any conflict of interest that may affect their objectivity and impartiality, and
That for the aforementioned reasons and attending to the principle of information disclosure, the issuers of CKDs and CERPIs will annually disclose additional elements in their report that will allow the general public and supervisory authorities to know additional aspects of the independent appraisers participating in the valuation of this type of issuances, has resolved to issue the following:
CONSIDERING
(Published on February 16, 2021)
That, in the international context of transition for the adoption of new reference rates that comply with best practices and are aligned with international standards, the Interbank Equilibrium Interest Rate “TIIE de Fondeo” is based on wholesale peso funding operations carried out by banks and brokerage houses through repurchase operations with a one business day term with titles issued by the Federal Government, the Bank Protection Institute and the Bank of Mexico;
That, with the purpose of boosting the adoption and use of TIIE de Fondeo, on August 18, 2021 the Federal Government, through the Secretariat of Finance and Public Credit, announced the creation of the named Bondes F - Federal Government Development Bonds in the Mexican market, denominated in national currency, at variable interest rate corresponding to TIIE de Fondeo-, in substitution of the previously called Bondes D, whose reference was the variable interest rate known in the market as “Weighted Bank Funding Rate”;
That, in virtue of the fact that the “General Provisions Applicable to Securities Issuers and Other Market Participants” in force establish the obligation of issuers to inform the securities depository institution where these are deposited, regarding the payment of their titles or the calculation of the corresponding interest rate, at least two business days in advance of their maturity, issuers have been unable to replicate the Bondes F model within that timeframe and, consequently, to consider a single or standard reference for the debt titles they issue, which could complicate the analysis, operation, systematization and, potentially, the liquidity and demand under this market, and
That, for the aforementioned reasons and with the object of continuing the strategy aimed at strengthening the debt structure of the Federal Government and contributing to the development of the market of debt instruments indexed to TIIE de Fondeo, it is estimated necessary to reduce the deadline of two business days to one business day for the fulfillment of the obligation of issuers described in the previous Consideration; this will make it possible to replicate the characteristics of Bondes F and, consequently, will allow issuers to place securities with characteristics similar to these bonds in the debt market, has resolved to issue the following:
CONSIDERING
(Published on August 15, 2022)
That, in the international context of transition for the adoption of new reference rates that comply with best practices and are aligned with international standards, the Interbank Equilibrium Interest Rate "TIIE de Fondeo" is based on wholesale peso funding operations carried out by banks and brokerage houses through repurchase operations with a one business day term with titles issued by the Federal Government, the Bank Protection Institute and the Bank of Mexico;
That, with the purpose of boosting the adoption and use of TIIE de Fondeo, on August 18, 2021 the Federal Government, through the Secretariat of Finance and Public Credit, announced the creation of the named Bondes F - Federal Government Development Bonds in the Mexican market, denominated in national currency, at variable interest rate corresponding to TIIE de Fondeo-, in substitution of the previously called Bondes D, whose reference was the variable interest rate known in the market as "Weighted Bank Funding Rate";
That, in virtue of the fact that the "General Provisions Applicable to Securities Issuers and Other Market Participants" in force establish the obligation of issuers to inform the securities depository institution where these are deposited, regarding the payment of their titles or the calculation of the corresponding interest rate, at least two business days in advance of their maturity, issuers have been unable to replicate the Bondes F model within that timeframe and, consequently, to consider a single or standard reference for the debt titles they issue, which could complicate the analysis, operation, systematization and, potentially, the liquidity and demand under this market, and
That, for the aforementioned reasons and with the object of continuing the strategy aimed at strengthening the debt structure of the Federal Government and contributing to the development of the market of debt instruments indexed to TIIE de Fondeo, it is estimated necessary to reduce the deadline of two business days to one business day for the fulfillment of the obligation of issuers described in the previous Consideration; this will make it possible to replicate the characteristics of Bondes F and, consequently, will allow issuers to place securities with characteristics similar to these bonds in the debt market, has resolved to issue the following:
CONSIDERING
(Published on January 9, 2024)
That, with the purpose of providing issuers of trust titles and other securities issued under trusts on assets other than shares placed through restricted public offering, which invest, at least, 70 percent of the resources in collective investment mechanisms not listed on any stock exchange, with flexibility in the deadlines for periodic information disclosure, so that they can disclose financial information in deadlines subsequent to those established, homologating with what is currently observed by development fiduciary trust certificates and investment project fiduciary trust certificates when they invest at least that percentage of the resources of the issuance in said collective investment mechanisms, and with the object of contributing to the development of the securities market in an equitable, efficient and transparent manner, has resolved to issue the following:
CONSIDERING
(Published on February 7, 2024)
That article 282 of the Securities Market Law establishes that securities subject to deposit in securities depository institutions may be represented in multiple titles or in a single title that covers part or all of the securities subject to the issuance and deposit, which may be issued electronically in the form of a data message with advanced electronic signature in accordance with what is established in the Code of Commerce and in accordance with the general provisions issued by the Bank of Mexico, being the latter Circular 36/2020 “Electronic Issuance of Titles Representing Securities Subject to Deposit in Securities Depository Institutions”;
That, derived from the above and with the purpose of providing greater agility to the manner in which issuers present the application and documentation required for the registration of the securities they intend to issue, in the National Securities Registry, so that their physical presentation is not necessary, if signed with an advanced electronic signature, and
That, with the purpose of flexing the requirements that fiduciary titles, debt instruments, and optional titles that obtain their registration in the National Securities Registry must meet, it is proposed that such titles have the signature of the common representative either in autograph form, as current regulations establish, or in electronic form, through advanced electronic signature, has resolved to issue the following:
CONSIDERING
(Published on December 30, 2024)
That, derived from the reform to the Securities Market Law published in the Official Journal of the Federation on December 28, 2023, it was proposed as one of the objectives to eliminate barriers to entry to the stock market for Investment Promoting Anonymous Societies, so it is necessary to make adjustments to the General Provisions applicable to securities issuers and other participants in the securities market, in order to be in accordance with the changes to the aforementioned Law, has resolved to issue the following:
CONSIDERING
(Published on January 28, 2025)
That, in accordance with article 78 of the General Law of Regulatory Improvement and with the purpose of reducing the compliance cost of this Resolution, the National Banking and Securities Commission through the issuance of the "Resolution that modifies the General Provisions applicable to brokerage houses" and the "Resolution that modifies the General Provisions applicable to credit institutions" published in the Official Journal of the Federation on July 24, 2017 and July 23, 2021 respectively, in terms of which: the criteria of accounting applicable to brokerage houses regarding the classification of their investments in titles held to maturity were adjusted, extending the period by which they can be sold or classified before their maturity, and incorporated into the methodology for estimating preventive reserves and qualification of non-revolving consumer and housing mortgage credit portfolios, the lower risk incurred by credit institutions when granting credits to women by adjusting the parameters of risk of probability of default and severity of loss;
That, it is necessary to establish within the regulatory framework applicable to securities issuers and other participants in the securities market the sustainability information that they must provide to the Commission for the registration of their securities in the National Securities Registry, as well as the periodic information to be disclosed by issuers, in order to contribute to orienting capital flows towards investments that promote economic development by promoting environmental and social sustainability, transparency, and long-term strategies in financial and economic activity;
That, taking into account the above, it is sought that the sustainability information of issuers be measurable, comparable, and aligned with the ISSB Sustainability Disclosure Standards issued by the International Sustainability Standards Board, that foreign securities issuers disclose their sustainability information in accordance with the ISSB Sustainability Disclosure Standards or with the standards applicable in their country of origin in this matter, and
That, in order to provide the investing public with better elements for better investment decision-making, to issuers with greater efficiency in risk management, and to influence the growth of the securities market in Mexico, has resolved to issue the following:
CONSIDERING
(Published on December 2, 2025)
That, in order to provide issuers and other participants in the securities market with greater elements of certainty in compliance with the obligations provided for in the Securities Market Law, the Credit Institutions Law, and the Savings and Popular Credit Law, in order to make const the unilateral declaration of will of said institutions before the National Banking and Securities Commission, through the issuance act of bank bonds, subordinate obligations, and fiduciary development securities under the capital call mechanism, respectively, it is necessary that the regulations establish the terms for their observance, and
That, with the purpose that the regulatory framework establishes homogeneous deadlines for the presentation of quarterly information by issuers whose securities are registered in the National Securities Registry, it is sought to provide legal certainty in compliance with this obligation, which will contribute to strengthening transparency and confidence in the investing public, and at the same time will allow the National Banking and Securities Commission to better exercise its supervisory powers, has resolved to issue the following:
CONSIDERING
(Published on July 2, 2026)
That, the Securities Market Law confers upon the National Banking and Securities Commission the authority to issue general provisions, with the purpose of establishing clear, simplified, and homologated guidelines that allow Securities Issuers and other participants in the Securities Market to provide relevant information for the Registration of their Securities in the National Securities Registry, as well as for the periodic disclosure of relevant information, ensuring that the processes are transparent and in accordance with best regulatory practices;
That, with the purpose of adjusting the regulation issued by the Commission to the reform to the Securities Market Law published in the Official Journal of the Federation on December 28, 2023, in particular to flex the process of updating the registration when it comes to modifying the number, class, or series of fiduciary development securities, real estate, energy and infrastructure investment, or investment projects derived from Capital Calls, as well as to clarify the powers of this decentralized body, and
That, to strengthen regulatory coherence and provide greater legal certainty to Issuers in compliance with their obligations, the characteristics of qualified investors are defined; clarifications are made in the process to formalize the unilateral declaration of will, and clarifications are made in various articles, with the object of strengthening regulatory coherence and providing greater legal certainty to Issuers regarding the timely fulfillment of their delivery obligations, has resolved to issue the following:
REFERENCES
Added by Resolution published in the Official Journal of the Federation on October 7, 2003.
Repealed by the Second Transitory Article of the General Provisions applicable to Brokerage Houses, published in the Official Journal of the Federation on September 6, 2004.
Reformed by Resolution published in the Official Journal of the Federation on September 22, 2006.
Added by Resolution published in the Official Journal of the Federation on September 22, 2006.
Repealed by Resolution published in the Official Journal of the Federation on September 22, 2006.
Reformed by Resolution published in the Official Journal of the Federation on September 19, 2008.
Added by Resolution published in the Official Journal of the Federation on September 19, 2008.
Repealed by Resolution published in the Official Journal of the Federation on September 19, 2008.
Reformed by Resolution published in the Official Journal of the Federation on January 27, 2009.
Added by Resolution published in the Official Journal of the Federation on January 27, 2009.
Repealed by Resolution published in the Official Journal of the Federation on January 27, 2009.
Reformed by Resolution published in the Official Journal of the Federation on July 22, 2009.
Added by Resolution published in the Official Journal of the Federation on July 22, 2009.
By Resolution published in the Official Journal of the Federation on July 22, 2009, ANNEX B is REPLACED.
Reformed by Resolution published in the Official Journal of the Federation on December 29, 2009.
Reformed by Resolution published in the Official Journal of the Federation on December 10, 2010.
Added by Resolution published in the Official Journal of the Federation on December 10, 2010.
Repealed by Resolution published in the Official Journal of the Federation on December 10, 2010.
Reformed by Resolution published in the Official Journal of the Federation on December 20, 2010.
Added by Resolution Published in the Official Journal of the Federation on December 20, 2010.
By Resolution published in the Official Journal of the Federation on December 20, 2010, ANNEXES B, H, and N are REPLACED.
Added by Resolution published in the Official Journal of the Federation on March 16, 2011.
Reformed by Resolution published in the Official Journal of the Federation on March 16, 2011.
Reformed by Resolution published in the Official Journal of the Federation on July 27, 2011.
Added by Resolution published in the Official Journal of the Federation on July 27, 2011.
Repealed by Resolution published in the Official Journal of the Federation on July 27, 2011.
By Resolution published in the Official Journal of the Federation on July 27, 2011, ANNEXES B, H Bis 2, and N Bis 2 are REPLACED.
Added by Resolution published in the Official Journal of the Federation on August 31, 2011.
Repealed by Resolution published in the Official Journal of the Federation on August 31, 2011.
Added by Resolution published in the Official Journal of the Federation on December 28, 2011.
Added by Resolution published in the Official Journal of the Federation on February 16, 2012.
Reformed by Resolution published in the Official Journal of the Federation on October 12, 2012.
Added by Resolution published in the Official Journal of the Federation on October 12, 2012.
Repealed by Resolution published in the Official Journal of the Federation on October 12, 2012.
By Resolution published in the Official Journal of the Federation on October 12, 2012, ANNEXES A, H, H BIS, H BIS 1, H BIS 2, I, N, P, and R are REPLACED.
Reformed by Resolution published in the Official Journal of the Federation on April 30, 2013.
Added by Resolution published in the Official Journal of the Federation on April 30, 2013.
Repealed by Resolution published in the Official Journal of the Federation on April 30, 2013.
By Resolution published in the Official Journal of the Federation on April 30, 2013, ANNEXES H, H BIS 1, and N are REPLACED.
Reformed by Resolution published in the Official Journal of the Federation on July 15, 2013.
Added by Resolution published in the Official Journal of the Federation on July 15, 2013.
By Resolution published in the Official Journal of the Federation on July 15, 2013, ANNEXES H Bis 2, N Bis 2, W, and W Bis are REPLACED.
Reformed by Resolution published in the Official Journal of the Federation on January 30, 2014.
Added by Resolution published in the Official Journal of the Federation on January 30, 2014.
By Resolution published in the Official Journal of the Federation on January 30, 2014, ANNEXES A and B are REPLACED.
Reformed by Resolution published in the Official Journal of the Federation on June 17, 2014.
Added by Resolution published in the Official Journal of the Federation on June 17, 2014.
By Resolution published in the Official Journal of the Federation on June 17, 2014, ANNEXES H Bis 1, H Bis 2, N Bis 2, W, and W Bis are REPLACED.
Reformed by Resolution published in the Official Journal of the Federation on September 24, 2014.
Added by Resolution published in the Official Journal of the Federation on September 24, 2014.
Reformed by Resolution published in the Official Journal of the Federation on December 26, 2014.
Added by Resolution published in the Official Journal of the Federation on December 26, 2014.
Reformed by Resolution published in the Official Journal of the Federation on January 12, 2015.
Added by Resolution published in the Official Journal of the Federation on January 12, 2015.
By Resolution published in the Official Journal of the Federation on January 12, 2015, ANNEXES B, H, H BIS, H BIS 1, H BIS 2, I, N, N BIS, N BIS 1, and N BIS 2 are REPLACED.
Reformed by Resolution published in the Official Journal of the Federation on January 30, 2015.
Repealed by Resolution published in the Official Journal of the Federation on January 30, 2015.
Reformed by Resolution published in the Official Journal of the Federation on March 26, 2015.
Added by Resolution published in the Official Journal of the Federation on March 26, 2015.
Repealed by Resolution published in the Official Journal of the Federation on March 26, 2015.
By Resolution published in the Official Journal of the Federation on March 26, 2015, ANNEXES H BIS and H BIS 3 are REPLACED.
Reformed by Resolution published in the Official Journal of the Federation on May 13, 2015.
Reformed by Resolution published in the Official Journal of the Federation on August 27, 2015.
Added by Resolution published in the Official Journal of the Federation on August 27, 2015.
By Resolution published in the Official Journal of the Federation on August 27, 2015, ANNEX N is replaced.
Reformed by Resolution published in the Official Journal of the Federation on September 28, 2015.
Added by Resolution published in the Official Journal of the Federation on September 28, 2015.
Reformed by Resolution published in the Official Journal of the Federation on October 20, 2015.
Added by Resolution published in the Official Journal of the Federation on October 20, 2015.
Repealed by Resolution published in the Official Journal of the Federation on October 20, 2015.
By Resolution published in the Official Journal of the Federation on October 20, 2015, ANNEXES A, G, H Bis 3, N Bis 2, P, R, X, and AA are REPLACED.
Reformed by Resolution published in the Official Journal of the Federation on December 31, 2015.
Added by Resolution published in the Official Journal of the Federation on December 31, 2015.
Repealed by Resolution published in the Official Journal of the Federation on December 31, 2015.
By Resolution published in the Official Journal of the Federation on December 31, 2015, ANNEXES A, H Ter, N Bis 4, and AA are REPLACED.
Reformed by Resolution published in the Official Journal of the Federation on May 6, 2016.
By Resolution published in the Official Journal of the Federation on May 6, 2016, ANNEXES N and N Ter are REPLACED.
By Resolution published in the Official Journal of the Federation on October 19, 2016, ANNEX L is REPLACED.
Reformed by Resolution published in the Official Journal of the Federation on November 15, 2016.
Added by Resolution published in the Official Journal of the Federation on November 15, 2016.
By Resolution published in the Official Journal of the Federation on November 15, 2016, ANNEXES H, H BIS 5, H Ter, I, and N Bis 5 are REPLACED.
Reformed by Resolution published in the Official Journal of the Federation on August 11, 2017.
Added by Resolution published in the Official Journal of the Federation on August 11, 2017.
By Resolution published in the Official Journal of the Federation on August 11, 2017, ANNEXES H Bis, H Bis 2, H Bis 3, H Bis 4, H Bis 5, N, N Bis, N Bis 2, N Bis 3, N Bis 4, and N Bis 5 are REPLACED.
Reformed by Resolution published in the Official Journal of the Federation on April 26, 2018.
Repealed by Resolution published in the Official Journal of the Federation on April 26, 2018.
Reformed by Resolution published in the Official Journal of the Federation on June 13, 2018.
Added by Resolution published in the Official Journal of the Federation on June 13, 2018.
Repealed by Resolution published in the Official Journal of the Federation on June 13, 2018.
Reformed by Resolution published in the Official Journal of the Federation on August 9, 2019.
Added by Resolution published in the Official Journal of the Federation on August 9, 2019.
Reformed by Resolution published in the Official Journal of the Federation on November 25, 2019.
Reformed by Resolution published in the Official Journal of the Federation on December 10, 2020.
By Resolution published in the Official Journal of the Federation on December 10, 2020, Annexes N BIS 3 and AA are REPLACED.
By Resolution published in the Official Journal of the Federation on February 16, 2021, Annexes N BIS 2 and N Bis 5 are REPLACED.
Reformed by Resolution published in the Official Journal of the Federation on August 15, 2022.
Reformed by Resolution published in the Official Journal of the Federation on January 9, 2024.
Added by Resolution published in the Official Journal of the Federation on January 9, 2024.
Reformed by Resolution published in the Official Journal of the Federation on February 7, 2024.
By Resolution published in the Official Journal of the Federation on February 7, 2024, Annex R is REPLACED.
By Resolution published in the Official Journal of the Federation on December 30, 2024, the content of certain subsections of Annexes H Bis and N Bis is REFORMED.
By Resolution published in the Official Journal of the Federation on December 30, 2024, certain subsections of Annexes H Bis and N Bis are REPEALED.
Reformed by Resolution published in the Official Journal of the Federation on January 28, 2025.
Added by Resolution published in the Official Journal of the Federation on January 28, 2025.
Reformed by Resolution published in the Official Journal of the Federation on December 2, 2025.
Added by Resolution published in the Official Journal of the Federation on December 2, 2025.
Reformed by Resolution published in the Official Journal of the Federation on July 2, 2026.
Added by Resolution published in the Official Journal of the Federation on July 2, 2026.
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