GENERAL PROVISIONS APPLICABLE TO SIMPLIFIED ISSUERS AND SECURITIES SUBJECT TO SIMPLIFIED REGISTRATION

Published in the Official Gazette of the Federation on January 21, 2025.

The National Banking and Securities Commission, with the approval of its Board of Directors and pursuant to the provisions of Articles 2, first paragraph, fractions V Bis, XII Bis and XVIII; 55 Bis, third paragraph; 70 Bis, first paragraph, fractions I and II; 75, third paragraph; 85, sixth paragraph; 86 Bis, first paragraph; 90 Bis, second, seventh and eighth paragraphs; 104, fifth and seventh paragraphs; 107, second paragraph; 108 Bis, first paragraph, fraction III; 171, first paragraph, fraction VII; 177 Ter, first paragraph, fractions I, II and IV; 244, fraction IV, in its second paragraph; 249, second paragraph; 252 Bis, third paragraph; 339, second paragraph; 343, second paragraph; 351, second paragraph and 367, first paragraph, fraction I of the Securities Market Law; 98 Bis of the Credit Institutions Law and 4, fractions V, XXXI, XXXVI and XXXVIII; 12, fractions XIV and XV; 16, first paragraph, fraction I and 19 of the Law of the National Banking and Securities Commission, and

CONSIDERING

That, on December 28, 2023, the Decree reforming, adding and repealing various provisions of the Securities Market Law and the Investment Funds Law was published in the Official Gazette of the Federation;

That, one of the main objectives of the aforementioned legal reform was to democratize access to financing offered by the securities market to companies—especially medium and small-sized ones—through the incorporation of the "simplified registration of Securities" procedure, leaving it to the responsibility of the Board of Directors of this Commission to regulate various aspects thereof, such as the characteristics that commercial companies must meet to request, obtain and maintain the registration of their Securities in the National Securities Registry, through the aforementioned procedure, as well as their obligations regarding transparency and disclosure of information to investor public; and to regulate the participation of brokerage houses and Stock Exchanges in Simplified Registration;

That, the Securities that may be subject to Simplified Registration in the National Securities Registry will be shares, ordinary participation certificates representing them, or Securities representing the social capital of foreign companies; debt instruments; asset-backed Securities and structured Securities. The latter will enter into force once the Board of Directors of the Commission issues the corresponding Annex within the timeframe and conditions established by the Second Transitory Provision of these provisions;

That, Mexican and foreign companies with a minimum age of two years of operation and that obtain income as a result of their main activity at the time of obtaining their registration may acquire the status of simplified issuers. The aforementioned age requirement will also be applicable to the settlor who contributes the assets intended to guarantee the payment of the issuance of asset-backed Securities;

That, with the aim of enabling broad participation of companies in the Simplified Registration of Securities procedure, under the principle of differentiated regulation, three types of Simplified Issuers are established, defined in relation to the instruments that can be registered, the amount of the issuance and the accumulated amount per issuer or settlor;

That, Level I Simplified Issuers may request, obtain and maintain the Simplified Registration of debt instruments, subject to a maximum amount per issuance of 75,000,000 UDIs (Seventy-five million Investment Units, "UDIs") and an accumulated amount per fiscal year of up to 900,000,000 UDIs (Nine hundred million UDIs). Level I Simplified Issuers must have financial statements audited by an independent external auditor, consolidated from the last fiscal year, compared with the financial statements of the previous year, and internal quarterly financial statements, which may not be older than the penultimate completed quarter prior to the placement date;

That, Level II Simplified Issuers may request, obtain and maintain the Simplified Registration of debt instruments or asset-backed Securities, subject to a maximum amount per issuance and accumulated amount per fiscal year of up to 1,250,000,000 UDIs (One billion two hundred fifty million UDIs). Level II Simplified Issuers must have financial statements audited by an independent external auditor, consolidated from the last two fiscal years, and internal quarterly financial statements, which may not be older than the penultimate completed quarter prior to the placement date. Furthermore, Level II Simplified Issuers participating in this level will be required to present, to the Placement Intermediary, a report on the credit quality of the issuance, issued by a securities rating agency. In the case of asset-backed Securities, it will be necessary to present the balance sheet of the assets affected to the trust, the legal opinion regarding the legal validity and enforceability of the trust agreement, as well as of the legal acts for the transfer of ownership or title to the assets or rights entrusted to the trust, where applicable, as well as the draft base trust agreement for the issuance;

That, Equity Simplified Issuers may request, obtain and maintain the Simplified Registration of shares, ordinary participation certificates representing them, or Securities representing the social capital of foreign companies, subject to a maximum amount per issuance and accumulated amount per fiscal year of up to 1,250,000,000 UDIs (One billion two hundred fifty million UDIs). Equity Simplified Issuers of this level must have financial statements audited by an independent external auditor, consolidated from the last two fiscal years, and internal quarterly financial statements, which may not be older than the penultimate completed quarter prior to the placement date. For the registration of shares, Equity Simplified Issuers must adopt the modality of a stock-promoting investment company, implementing at minimum the corporate governance elements established in the Securities Market Law. Ordinary participation certificates representing shares may represent different share series of the same Equity Simplified Issuer. Foreign companies intending to issue Securities representing social capital must comply, at least, with the corporate governance requirements applicable to national commercial companies issuing marketable securities;

That, Securities subject to Simplified Registration must be issued through a Public Offering, with the intervention of a brokerage house, which will act as the Placement Intermediary for them. Securities issued by Equity Simplified Issuers or ordinary participation certificates representing them will be traded exclusively on Stock Exchanges. Debt instruments and asset-backed Securities may be traded within or outside Stock Exchanges and only with the intermediation of brokerage houses and credit institutions;

That, Securities subject to Simplified Registration may only be offered to institutional and qualified investors. A qualified investor will be considered any person whose investments during the last 12 months, on average, are equivalent to at least 1,500,000 UDIs (One million five hundred thousand UDIs), or who has obtained in each of the last two years, annual gross income equal to or greater than 500,000 UDIs (five hundred thousand UDIs);

That, pursuant to Article 90 Bis, first paragraph of the Securities Market Law, for the purposes of Simplified Registration of Securities, it will be necessary for the Placement Intermediary to review the information and documentation related to the Simplified Issuer and the corresponding to the Securities subject to such registration. The second paragraph of the aforementioned legal provision states that the information and documentation subject to review must be established in the manuals of the Placement Intermediaries, in accordance with the principle of self-regulation, observing what is established in the provisions issued by the Commission for such effect. For its part, Article 177 Ter, fraction I, of the aforementioned Law states that brokerage houses participating in the placement of Securities subject to Simplified Registration are obligated to review that the information and documentation referred to in Article 90 Bis complies with what is established in the manuals that the brokerage houses themselves must issue, in accordance with the provisions issued by the Commission. From a harmonization of the aforementioned legal provisions, it follows that both the information and documentation related to the Simplified Issuer and the corresponding to the Securities subject to investment must be subject to these general provisions issued by the Commission. In this sense and considering that Article 86 Bis of the Securities Market Law establishes the possibility of granting Simplified Registration without a Public Offering, it is incorporated into these provisions, as an exception to the intervention of the Placement Intermediary, the Simplified Registration without a Public Offering of shares, ordinary participation certificates representing them, and Securities representing social capital of foreign companies, in the cases where they are registered as a result of the spin-off of an Equity Simplified Issuer, as well as when they are registered as a result of the merger of companies, when any of them had the status of Equity Simplified Issuer at the time of registration;

That, Placement Intermediaries that, where applicable, participate in the placement of Securities subject to Simplified Registration will perform the functions referred to in Article 177 Ter of the Law, as well as those arising from the General Provisions applicable to brokerage houses. Such Placement Intermediaries must prepare a file of the Simplified Issuer, which will contain the documentation required from the Simplified Issuer, which must be kept for a period of five years following the date on which the Simplified Registration of the Securities is cancelled;

That, Stock Exchanges will establish in their internal regulations the additional listing and maintenance listing requirements to those established by the Law and these provisions, and which they consider necessary for the protection of the interests of the investor public, including without limitation, provisions regarding the characteristics of their corporate governance; minority rights; and the manner in which public acquisition offers must be carried out. Stock Exchanges must inform the Commission in June of each year, the status of Simplified Issuers regarding compliance with maintenance listing requirements, as of the end of the previous month of May. Likewise, they must disseminate this information to the general public through their website;

That, to comply with their obligations of periodic information and material events, Simplified Issuers with Securities registered in the Registry must provide annually to the Stock Exchange and the general public, by April 30 at the latest, or, when this is a non-working day, on the next working day, the annual financial statements or their equivalents, approved by the competent body, audited and their modifications, depending on the nature of the Simplified Issuer, accompanied by the external audit opinion and, where applicable, the annual report corresponding to the immediately preceding fiscal year. Additionally, in the case of Level II Simplified Issuers and Equity Simplified Issuers or titles representing them, they must provide 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 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;

That, Stock Exchanges must provide in their internal regulations, the additional information that Simplified Issuers must deliver periodically and that allows investors to know the financial, economic, accounting, legal and administrative situation of the Simplified Issuer. Likewise, they will indicate the acts, facts or events that will be considered material events, as well as the criteria to be followed by Simplified Issuers to determine in which cases and conditions, an event has such character and which must be made known immediately to the investor public and to the Stock Exchange on which they are listed, and

That, in accordance with Article 78 of the General Law for Regulatory Improvement and with the aim of reducing the compliance cost of this Provision, this National Banking and Securities Commission will carry out the necessary actions so that Simplified Issuers are not subject to the charge of fees for study and processing for the request for registration and update of Securities that they carry out; as well as for inspection and surveillance fees, which is currently regulated for existing issuers in Articles 29-A and 29-F of the Federal Rights Law. Furthermore, this decentralized body will carry out the necessary procedures to establish a fee that Simplified Issuers must assume for the registration of Securities, pursuant to Article 29-B of the same Law, notably lower than that established for traditional issuers; which will entail incentivizing the aforementioned Simplified Issuers to participate in the stock market, thereby contributing to the economic development of the country; it has been resolved to issue the following:

GENERAL PROVISIONS APPLICABLE TO SIMPLIFIED ISSUERS AND SECURITIES SUBJECT TO SIMPLIFIED REGISTRATION

INDEX

Title One
Preliminary Provisions

Chapter One
Definitions

Title Two
On Simplified Issuers and Simplified Registration

Chapter One
On Simplified Issuers

Chapter Two
On the participation of brokerage houses and Stock Exchanges in Simplified Registration

Chapter Three
On Simplified Registration in the Registry

Chapter Four
On the Update of Simplified Registration and the taking of note

Title Three
On the surveillance, listing requirements and maintenance and the cancellation of Securities subject to Simplified Registration and of trading systems

Chapter One
On the surveillance of Simplified Issuers

Chapter Two
On listing requirements, maintenance and suspension of listing in Stock Exchanges

Chapter Three
On the cancellation of Simplified Registration

Chapter Four
On trading systems and the secondary market

Title Four
On the information that must be provided to the Commission, to Stock Exchanges and to the investor public

Chapter One
On the information that must be provided to the Commission and the advertising and information directed to the investor public

Chapter Two
On periodic information and material events

Transitory Provisions

LIST OF ANNEXES

ANNEX A Instruction for the preparation of placement prospectuses for Level I Simplified Issuers

ANNEX B Instruction for the preparation of placement prospectuses and information brochures for Level II Simplified Issuers and Equity Simplified Issuers

ANNEX C Instruction for the preparation of the annual report of Level I Simplified Issuers

ANNEX D Instruction for the preparation of the annual report of Level II Simplified Issuers and Equity Simplified Issuers

ANNEX E Rules of Operation, use of Electronic Keys and Passwords of the Information Transfer System on Securities "STIV"

ANNEX F Request for Simplified Registration

Title One

Preliminary Provisions

Chapter One

Definitions

Article 1.- For the purposes of these provisions and in addition to what is provided in Article 2 of the Securities Market Law, the following will be understood in singular or plural:

I. Update of Simplified Registration, the modification of the Simplified Registration in the number, class, series or amount of the shares registered in the Registry.

In the case of debt instruments and asset-backed Securities, 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 Securities.

II. Stock Exchange, the anonymous society that obtains a concession from the Ministry of Finance and Public Credit to act as a Stock Exchange in terms of what is provided by the Law.

III. Partial Dependency, that which is presented when the compliance with obligations related to the Securities subject to Simplified Registration depends at least 20% on an entity or legal person distinct from the Simplified 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 assets or whoever is entrusted with such functions, the guarantor or surety or any other third party.

IV. Equity Simplified Issuer, the Simplified Issuer that requests, obtains and maintains the Simplified Registration of Securities that are shares, ordinary participation certificates representing them, or Securities representing the social capital of foreign companies, subject to a maximum amount per issuance and accumulated amount per fiscal year of up to 1,250,000,000 investment units.

V. Level I Simplified Issuer, the Simplified Issuer that requests, obtains and maintains the Simplified Registration of Securities that are debt instruments, subject to a maximum amount per issuance of up to 75,000,000 investment units and up to an accumulated amount per fiscal year of 900,000,000 investment units.

VI. Level II Simplified Issuer, the Simplified Issuer that requests, obtains and maintains the Simplified Registration of Securities that are debt instruments or asset-backed Securities, subject to a maximum amount per issuance and accumulated amount per fiscal year of up to 1,250,000,000 investment units.

VII. Financial Statements, the statement of financial position, statement of comprehensive income, statement of changes in accounting capital or equity and statement of cash flows, including the corresponding notes, of a Simplified Issuer.

VIII. Electronic Format for sending through SEDI, the one published by the Stock Exchange in question for sending information through SEDI referred to in these provisions.

IX. Placement Intermediary, the brokerage house that signs the placement contract with the Simplified Issuer, responsible for carrying out the activities referred to in Articles 177 Bis and 177 Ter of the Law.

X. Qualified Investor, the person who maintains on average, during the last 12 months, investments in Securities for 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.

XI. Law, the Securities Market Law.

XII. SEDI, the electronic system for sending and disseminating information to the Stock Exchange in question, authorized by the Commission.

XIII. STIV, the Information Transfer System on Securities, implemented by the Commission for sending information, to which access is gained through the Commission's Internet page and for whose use the provisions of Annex E of these provisions must be followed. This system is part of the Commission's official registry office.

XIV. Structured Securities, variable income Securities, established in Annex G of these provisions, issued by trusts, financial entities or any other company that, in accordance with applicable laws, is authorized to do so, whose return is referred to the behavior of one or several underlying assets and that comply with the characteristics and requirements established by the Commission through the aforementioned Annex G.

XV. Asset-backed Securities, Securities whose source of payment comes from the resources, returns or income generated by a set of financial assets that have determined or determinable payment flows, or by any asset intended to ensure 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 the aforementioned assets.

Asset-backed Securities will not be considered, structured Securities, shares representing the social capital of investment funds referred to in the Investment Funds Law; fiduciary exchange certificates for development, real estate, indexed, investment in energy and infrastructure or investment project, or any other value issued by collective investment mechanisms that have particular investment strategies and objectives.

Title Two

On Simplified Issuers and Simplified Registration

Chapter One

On Simplified Issuers

Article 2.- Simplified Issuers may request the Simplified Registration of the following Securities:

I. Shares, ordinary participation certificates representing them, or Securities representing the social capital of foreign companies;

II. Debt instruments;

III. Asset-backed Securities; and

---

IV. Structured Securities.

Article 3.- The Securities referred to in Article 2 of these provisions, to be subject to Simplified Registration, must be placed through a Public Offering, with the intervention of an Underwriting Intermediary.

As an exception to the foregoing, only ordinary participation certificates representing shares and Securities representing social capital of foreign companies may be subject to Simplified Registration without a public offering, in the following cases:

I. That they are registered as a result of the spin-off of a Simplified Issuer of shares.

II. That they are registered as a result of the merger of companies, when any of them had the status of Simplified Issuer of shares until the moment of registration.

Article 4.- To obtain Simplified Registration of their Securities in the Register, Simplified Issuers must generate income as a consequence of their main activity, understood as that inherent to the sector or industry to which they belong, and have a minimum age of two years of operation, at the time of obtaining such registration. Regarding Securities backed by assets, it shall be the settlor who contributes the assets destined to ensure the payment of the issuance who must comply with the requirements referred to in this article, so that the trust under which the issuance of the titles is carried out may be of recent creation.

Article 5.- Regarding shares, for the purpose of obtaining Simplified Registration of such titles, Simplified Issuers of shares must adopt the modality of promoters of investment anonymous societies, remaining subject to what is provided in Articles 19, 20, and 21 of the Law.

Regarding ordinary participation certificates representing shares referred to in Article 2, fraction I of these provisions, these shares must be registered in a simplified manner in the Register, and may represent different share series of the same Simplified Issuer of shares.

Regarding Securities representing social capital of foreign companies, such companies must comply, at least, with the corporate governance requirements provided in Article 19 of the Law.

In the event that the Simplified Issuer of shares intends to make in-kind dividend distributions, it must expressly provide for this in its bylaws. Such in-kind dividend may only consist of Securities registered in the Register. This circumstance must be clearly stated in the corresponding placement prospectus or, if applicable, made known to the investing public as a relevant event.

Article 6.- Simplified Issuers and, if applicable, guarantor or surety settlors, administrators of the trust's assets or those to whom such functions are entrusted, or any other third party regarding whom there is partial or total Dependence, must have financial statements prepared in accordance with one of the following standards:

a) International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

b) Financial Information Standards recognized and issued by the Mexican Council of Financial Information Standards, A.C.

c) When dealing with financial entities, they must be prepared and audited in accordance with the accounting and audit standards issued by the competent Mexican authorities, as applicable.

For the case of 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 Credit Organizations and Auxiliary Activities.

Regarding the financial statements of those Simplified 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 Credit Organizations and Auxiliary Activities. By predominant activity, it shall be understood that which represents more than 70% of the total consolidated assets, liabilities, or income at the close of the immediate prior fiscal year of a Simplified Issuer, provided that 2 fiscal years have elapsed in which the activity represented less than 50% of the total consolidated assets, liabilities, or income of a Simplified Issuer, or, alternatively, that in the immediate prior fiscal year in question, such activity represented less than 20%, so that the provisions of this paragraph do not apply to it.

d) Regarding Simplified Issuers and, if applicable, settlors, guarantors, or sureties, administrators of the trust's assets or those to whom such functions are entrusted, or any other third party, of foreign nationality, regarding whom there is partial or total Dependence, they must be prepared in accordance with subsection a) of this article or one of the following options:

i. Generally Accepted Accounting Principles in the United States of America, commonly known as “US GAAP”, which must incorporate into the supplementary notes to the corresponding financial statements, an explanatory document of the relevant differences between the accounting standards and methods used to prepare their financial statements and the standards referred to in subsection a) of this article.

ii. Accounting principles applicable in the country of origin, which must incorporate into the supplementary notes an explanatory document of the relevant differences between the accounting principles used to prepare their financial statements and the standards referred to in subsection a) of this article, as well as a reconciliation of the most relevant accounts that allows, if applicable, quantifying the differences between them.

Foreign guarantors are not obligated to present the reconciliation referred to in this numeral.

Article 7.- Simplified Issuers, for the purpose of obtaining Simplified Registration of their Securities, must have financial statements audited by an independent external auditor, on a consolidated basis and in accordance with the following:

I. Level I Simplified Issuers: of the last social year in comparison with the financial statements of the previous year and the internal quarterly financial statements, whose age cannot be greater than the penultimate completed quarter prior to the placement date.

II. Level II Simplified Issuers and Simplified Issuers of shares: of the last two social years in comparison with the financial statements of the previous year and the internal quarterly financial statements, whose age cannot be greater than the penultimate completed quarter prior to the placement date.

Chapter Two
Regarding the participation of brokerage houses and Exchanges in Simplified Registration

Article 8.- The Underwriting Intermediary that, if applicable, participates in the placement of Securities subject to Simplified Registration, in accordance with Article 3, first paragraph, of these provisions, shall observe the provisions of Article 177 Ter of the Law, as well as those derived from the General Provisions applicable to brokerage houses, including what relates to Articles 15 and 15 Bis of the aforementioned provisions regarding their participation as lead underwriters in a Public Offering of Securities, for which it must:

I. Ensure that the Simplified Issuer complies with the characteristics and requirements established in the Law, these provisions, the internal regulations of the Exchange where the listing is intended to be carried out, and its internal manuals.

II. Review the placement prospectus prepared by the Simplified Issuer, in accordance with Articles 86 Bis, and 177 Ter, fraction III, in relation to Article 177 Bis, fraction I, of the Law and with Annex A or Annex B of these provisions, as applicable.

III. Ensure that the documentation related to the Simplified Issuer and that corresponding to the Securities in question, complies with the provisions of the Law, these provisions, and its internal manuals.

IV. Inform institutional or qualified Investors participating in the placement about the risks inherent to the Securities in question.

Article 9.- The Underwriting Intermediary will prepare a file of the Simplified Issuer, which will contain the documentation required from the Simplified Issuer, which must be kept for a period of five years following the date on which the Simplified Registration of the Securities is cancelled.

The Underwriting Intermediary will establish in its internal manuals the documentation that will be required from Simplified Issuers by type of Security subject to Simplified Registration in the Register and must disseminate them through its Internet page.

Such manuals must consider, at a minimum, that the following documentation will be required:

A. Regarding Simplified Issuers that do not comply with the requirements of Article 10 of these provisions:

I. Deed of incorporation registered in the Public Commerce Register and its modifications.

II. Draft of the corporate agreement act approving the issuance of the Securities and the request for their Simplified Registration in the Register, in accordance with their bylaws or trust contract, as applicable. This draft will be replaced by a copy of the final act, prior to the granting of Simplified Registration.

III. Draft of the title of the Securities to be registered in the Register within 15 business days following the placement; this draft will be replaced by a copy of the definitive title deposited in a securities depository institution, accompanied by the corresponding certificate.

IV. Financial statements in accordance with Article 7 of these provisions. When compliance with obligations regarding the Securities involves partial or total Dependence of one or more third parties, information referred to in this fraction regarding these latter must be presented additionally. When the third parties regarding whom there is partial or total Dependence already have the status of Simplified Issuer, they are not obligated to present the aforementioned information, provided that they are up to date with the delivery of periodic information referred to in Article 23 of these provisions.

V. Regarding debt instruments and Securities backed by assets issued by Level II Simplified Issuers, a report on the credit quality of the issuance issued by a securities rating institution, with an issuance date not greater than 90 natural days prior to the placement date, must be presented, which includes a brief explanation of the meaning of the rating granted using the context of the rating scale of the corresponding securities rating institution and any conditioning or consideration therein.

VI. Regarding foreign Simplified Issuers, the legal opinion referred to in Article 87, fraction II, of the Law, issued by a lawyer of the issuer's country of origin or primary listing country, meeting the independence requirements provided in Article 87 of the General Provisions applicable to securities issuers and other market participants.

VII. Regarding Securities backed by assets:

a. The balance sheet of the trust-affected equity.

b. Legal opinion on the legal validity and enforceability of the trust contract, as well as on the legal acts for the transfer of ownership or title over the trust assets or rights, where applicable.

c. Draft of the base trust contract of the issuance.

VIII. Placement prospectus or information brochure prepared in accordance with Annex A or Annex B of these provisions, as applicable, which must be initialed on all pages by all persons established in the internal regulations of the Exchange in question. The preliminary placement prospectus or information brochure may omit information related 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.

IX. Placement contract signed with the Underwriting Intermediary, which must provide for the obligation on the part of the latter to verify that participation in the offering of Securities is limited to institutional or qualified Investors.

X. Documentation that Exchanges establish in their internal regulations for the listing of Securities.

B. Regarding Simplified Issuers that comply with what is provided in Article 10 of these provisions:

I. If applicable, draft of the corporate agreement act approving the issuance of the Securities and the request for their Simplified Registration in the Register, in accordance with their bylaws or trust contract, as applicable, provided that it is not contained in the file corresponding to a previous issuance. Once such agreement is adopted, a copy of the act recording the same.

II. Draft of the title of the Securities to be registered in the Register. Once the placement is carried out, this draft will be replaced by a copy of the definitive title deposited in a securities depository institution, accompanied by the corresponding certificate.

III. Regarding Securities backed by assets, legal opinion on the legal validity and enforceability of the trust contract, as well as on the legal acts for the transfer of ownership or title over the trust assets or rights, where applicable.

IV. Draft update of the placement prospectus or information brochure and documentation that Exchanges establish in their internal regulations for the listing of Securities, exclusively when there has been a relevant change in the last available financial information of the year in which the issuance takes place or it is a type of Security different from that previously registered in a simplified manner. At the appropriate time, definitive prospectus and documentation must be presented.

V. Regarding debt instruments and Securities backed by assets issued by Level II Simplified Issuers, a report on the credit quality of the issuance issued by a securities rating institution, with an issuance date not greater than 90 natural days prior to the placement date, must be presented, which includes a brief explanation of the meaning of the rating granted using the context of the rating scale of the corresponding securities rating institution and any conditioning or consideration therein; the foregoing applies only in the case where the previously registered Securities did not give rise to the obligation to present credit rating or it is a type of Security different from that previously registered in a simplified manner.

Article 10.- For the purpose of integrating the file in accordance with Article 9, subsection B, of these provisions, Simplified Issuers must comply with the following requirements:

I. Have Securities registered in a simplified manner in the Register;

II. Have complied with the periodic information delivery requirements as established in these provisions and the internal regulations of the Exchange where their Securities are listed;

III. Not have received from the Exchange in question the imposition of any disciplinary or corrective measure; and

IV. Not have been sanctioned the Simplified Issuer itself, its board of directors members, or its key executives, for serious violations of the Law, nor be considered as repeat offenders, in terms of the provisions of said legal framework.

Article 11.- The Simplified Issuer, together with the Underwriting Intermediary, when this provides its Securities placement services, will request the Exchange for the listing and the favorable opinion for the purpose of requesting Simplified Registration, attaching the following documentation:

I. Request letter signed by the Simplified Issuer and the Underwriting Intermediary.

II. Documentation referred to in Article 9 of these provisions.

Regarding Securities subject to Simplified Registration, without a Public Offering, it shall be the corresponding Exchange that must prepare the file referred to in Article 9 of these provisions, excluding the contract referred to in fraction IX of subsection A of said article, keeping such file for a period of five years following the date on which the Simplified Registration of the Securities is cancelled.

Article 12.- The Exchange where the Securities subject to Simplified Registration are to be listed will review the information and documentation referred to in Article 11 of these provisions and, if applicable, issue its favorable opinion, in accordance with Article 90 Bis, fourth paragraph, of the Law.

In the event that the information and documentation referred to in the foregoing paragraph is incomplete or does not comply with the requirements indicated in its internal regulations, the Exchange will refrain from requesting the Simplified Registration of the Securities before the Commission.

Chapter Three
Regarding Simplified Registration in the Register

Article 13.- The Exchange where the Securities are intended to be listed will request the Commission, jointly with the Simplified Issuer, the Simplified Registration of the Securities duly integrated by each type of Security intended to be registered, attaching the following documentation:

I. Request letter for Simplified Registration prepared in accordance with Annex F of these provisions.

II. Public instrument containing the power of attorney or certified copy before a public notary of the general or special power of the Exchange representative and the Simplified Issuer, with the registration data in the Public Commerce Register, as well as a certificate signed by the secretary of the board of directors, general manager, or sole administrator, authenticating that the powers of the legal representatives have not been revoked, modified, or limited as of the date of signing the request. Its registration in the Public Commerce Register will not be necessary when dealing with foreign Simplified Issuers.

III. Favorable opinion of the Exchange in accordance with Article 12 of these provisions, with an age not greater than 20 business days.

Article 14.- The Commission will have a period of 2 business days counted from the business day following the receipt of the request and its annexes, in accordance with Article 13 of these provisions, to effect the Simplified Registration in the Register.

Chapter Four
Regarding the Update of Simplified Registration and the Taking of Note

Article 15.- The Simplified Issuer, jointly with the Exchange, must request the Commission the Update of Simplified Registration in the Register or taking of note, in the cases referred to in Articles 75 and 76 of the Law.

The Exchange where the Securities are listed will review the documentation supporting the update or taking of note in the Simplified Registration.

Exchanges must establish in their manuals the procedures they will carry out to perform the review referred to in the foregoing paragraph.

The Commission will have a period of 2 business days counted from the business day following the receipt of the request to effect the corresponding update or taking of note.

Title Three
Regarding the supervision, listing requirements and maintenance, and cancellation of Securities subject to Simplified Registration and trading systems

Chapter One
Regarding the supervision of Simplified Issuers

Article 16.- Exchanges will review that at all times Simplified Issuers comply with the requirements established in their internal regulations, for which they must establish procedures and controls regarding this, including the duties of the supervision committee referred to in Article 242 of the Law.

Chapter Two
Regarding the listing requirements, maintenance, and suspension of listing in Exchanges

Article 17.- Exchanges may establish in their internal regulations additional listing and maintenance requirements to those established by the Law and these provisions, which they consider necessary for the protection of the investing public's interests, including without limitation, provisions regarding the characteristics of their corporate governance; minority rights; and the manner in which Public Acquisition Offerings must be carried out.

Stock exchanges where Securities subject to Simplified Registration are listed must permanently verify that Simplified Issuers comply with the requirements established in their internal regulations to maintain the listing.

Stock exchanges must inform the Commission in June of each year of the status of Simplified Issuers regarding compliance with listing maintenance requirements as of the close of the preceding month of May. They must also disclose this information to the general public through their website.

Article 18.- The Stock Exchange must immediately inform the Commission and the general public, through the means established in its internal regulations, of the suspension of trading of Securities subject to Simplified Registration.

Once the Stock Exchange discloses the information referred to in the preceding paragraph, securities market intermediaries and companies that administer systems to facilitate transactions with Securities must refrain from routing requests or orders aimed at executing transactions with Securities that have been suspended.

Third Chapter
On the Cancellation of Simplified Registration

Article 19.- The Stock Exchange or the Simplified Issuer, with the favorable opinion of the former, as applicable, may request the Commission to cancel the Securities subject to Simplified Registration, attaching the application with the documentation provided for in the internal regulations of the Stock Exchange in question for the cancellation of said Securities.

In the case of debt instruments and Asset-Backed Securities, the Stock Exchange will review that the Simplified Issuer is up to date with its obligations derived from the titles or, if applicable, that the agreement of the holders' assembly determining the registry cancellation is presented. The agreement must be taken by at least the holders representing ninety-five percent (95%) of the Securities in circulation.

The Stock Exchange will review the documentation related to the cancellation of Simplified Registration, as well as that the minimum requirements established in its internal regulations for the safeguarding of investors' interests have been met.

Fourth Chapter
On Trading Systems and the Secondary Market

Article 20.- The offer and trading of Securities issued by Simplified Issuers may be carried out in accordance with the following:

I. Securities issued by Simplified Issuers of shares and Structured Securities shall be traded exclusively on Stock Exchanges, with the intermediation of brokerage houses, through the systems provided for in the internal regulations of the Stock Exchange in question.

II. Debt instruments and Asset-Backed Securities may be traded within or outside Stock Exchanges and only with the intermediation of brokerage houses and credit institutions.

Securities market intermediaries may only offer the service of Securities Intermediation regarding Securities subject to Simplified Registration to Institutional and Qualified Investors.

Fourth Title
On the Information to be Provided to the Commission, the Stock Exchanges, and the Investing Public

First Chapter
On the Information to be Provided to the Commission and Propaganda and Information Directed to the Investing Public

Article 21.- Applications for Simplified Registration, Update of Simplified Registration, taking of note, and cancellation of Simplified Registration, and the documentation and information accompanying said applications, must be submitted by the Simplified Issuer and the Stock Exchange in question to the Commission, through the STIV, in accordance with what is provided in Annex E, observing for the preparation of the application, the form and terms established in Annex F of these provisions.

The applications and attached documentation will be published on the Commission's website no later than the next business day after their submission.

Article 22.- Propaganda and information directed to the investing public regarding the characteristics of the Securities of Simplified Issuers must be limited to the nature and characteristics proper to the Securities in question and make reference to the prospectus, brochure, or informational document.

The propaganda and information referred to in this chapter must be expressed in the Spanish language, in a clear and truthful manner, striving for the greatest possible objectivity, such that it does not induce confusion or interpretation errors that result in prejudice or deception to the investing public, nor highlight the qualities of a certain Security or entity of the securities market to the detriment of another.

In the event that the information disseminated contravenes what is stated in this article, the Stock Exchange must notify the Commission on the same day it detects such a situation and order the Simplified Issuer to rectify, suspend, or cancel it.

Second Chapter
On Periodic Information and Relevant Events

Article 23.- Simplified Issuers with Securities registered in the Registry must provide annually to the Stock Exchange and the general public, no later than April 30 or, if this is an non-business day, to the next business day, the following information:

I. Annual financial statements or their equivalents, approved by the competent body, audited with a favorable or unmodified opinion by an external auditor, depending on the nature of the Simplified Issuer.

II. Annual report corresponding to the immediately preceding fiscal year, prepared in accordance with Annex C, in the case of Level I Simplified Issuers, or in accordance with Annex D, in the case of Level II Simplified Issuers or Simplified Issuers of shares, both of these provisions. The foregoing shall not apply to Short-Term Securities.

Additionally, in the case of Level II Simplified Issuers and Simplified Issuers of shares, they must provide to the Stock Exchange and the general public, within 20 business days following the end of each of the first three quarters of the fiscal year and within 40 business days following the conclusion of the fourth quarter, financial statements comparing at least the figures of the quarter in question with those of the corresponding quarterly financial statement of the previous fiscal year in accordance with applicable accounting standards.

In the case of Simplified Issuers that have the status of financial entities, they must publish the information referred to in the preceding paragraph, within the deadlines established for the submission of their financial information to the corresponding supervisory authority, as set forth in the general provisions issued by the competent Mexican financial authorities, depending on the type of financial entity in question.

Such quarterly financial statements must attach a certificate signed by the General Manager or by the Secretary of the Board of Directors, as applicable, and by the heads of the finance and legal areas; or their equivalents in the Simplified Issuer, within their respective competencies, in which the period to which the quarterly information corresponds is identified, with the following legend:

"We, the undersigned, declare under oath that, within the scope of our respective functions, we prepared the information regarding the Simplified Issuer contained in this quarterly report, which, to the best of our knowledge and belief, reasonably reflects its situation. Furthermore, 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."

In the case of Asset-Backed Securities, the certificate must be signed by:

1. The legal representative of the trustee, with the following legend:

"The undersigned declares under oath that his/her represented party, in its capacity as trustee, prepared the financial information regarding the trust's assets, as well as the information related to the issued securities and applicable contracts, contained in this quarterly report, which, to the best of its knowledge and belief, reasonably reflects its situation and that it ensured that during the reported period there were no material differences between the income of the trust attributable to the trust assets, rights, or securities and the information it received from the administrator or operator regarding the collection of said assets, rights, or securities. Furthermore, it declares that it has no knowledge of relevant information that has been omitted or falsified in this quarterly report or that it contains information that could mislead investors."

2. The General Manager or, in his/her absence, the Secretary of the Board of Directors, and the heads of the finance and legal areas; or their equivalents, of the administrator or operator of the trust assets, rights, or Securities, within their respective competencies, with the following legend:

"We, the undersigned, declare under oath that, within the scope of our respective functions, we prepared the information regarding the collection of the trust assets, rights, or securities, 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. Furthermore, 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."

The information referred to in this article must be delivered by Simplified Issuers to the Stock Exchange through the SEDI.

When compliance with obligations regarding Securities involves partial or total dependence on one or more third parties, the information referred to in this article regarding these third parties must additionally be delivered through the SEDI, except for the information referred to in fraction II of the first paragraph. When the third parties regarding which there is partial or total dependence already have the status of Simplified Issuer, they will not be obligated to present the aforementioned information, provided that they are up to date with the delivery of periodic information referred to in Article 23 of these provisions.

Article 24.- Stock Exchanges must provide in their internal regulations the additional information that Simplified Issuers must deliver to them periodically through the SEDI, which allows investors to know the financial, economic, accounting, legal, and administrative situation of the Simplified Issuer.

Stock Exchanges must have at all times available to the investor in question the information referred to in Articles 86 Bis and 104, sixth and seventh paragraphs, of the Law.

Additionally, investors may request Simplified Issuers, through the Stock Exchanges, to clarify or reveal information when they detect inconsistencies in it.

Article 25.- Stock Exchanges will establish in their internal regulations, exemplificatively but not limitatively, those acts, facts, or events that will be considered relevant events, as well as the criteria to be followed by Simplified Issuers to determine when an event has such character and that must be made known immediately to the investing public and the Stock Exchange in question, through the SEDI.

Simplified Issuers, in order to determine if an event has the character of relevant, must consider if the act, fact, or event in question represents, if applicable, at least 5% of the total consolidated assets, liabilities, or capital, or 3% of the total consolidated sales of the previous fiscal year of the Simplified Issuer. When such an operation represents less than the stated percentages or is not quantifiable in percentage terms, the Simplified Issuer must evaluate if the act, fact, or event in question constitutes or may constitute relevant information in terms of the Law.

Article 26.- The Stock Exchange must make available to the investing public, through its website, the information that, in terms of Articles 23, 24, and 25 of these provisions, it receives from Simplified Issuers through the SEDI.

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, any additional information it receives from Simplified Issuers.

The information that Simplified Issuers present to the Stock Exchange and that the latter makes available to the public constitutes information disseminated directly by the Issuer, so its content is the exclusive responsibility of the Issuer.

The Stock Exchange must provide in its internal regulations alternative mechanisms for the receipt of information that Simplified Issuers are obligated to send through the SEDI, when due to causes not attributable to them, they are unable to send such information. Likewise, the Stock Exchange must have contingency plans to guarantee the dissemination of the information it receives.

Article 27.- The Electronic Formats prepared by the Stock Exchange for the sending of information through the SEDI referred to in these provisions, including their modifications, must be previously authorized by the Commission.

In the event that the Stock Exchange intends to make modifications to the interconnections and links in the sending and receiving of information through the SEDI, it must previously notify the Commission.

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.

TRANSITIONAL PROVISIONS

FIRST.- These provisions shall enter into force the day following their publication in the Official Journal of the Federation, with the exception of what is established in the following transitional article.

SECOND.- What is provided in fraction IV of Article 2 of these provisions shall enter into force on the business day following the publication in the Official Journal of the Federation of the specific requirements and characteristics, which will be established in Annex G of these provisions.

The aforementioned Annex G must be published, with prior approval of the Governing Board of the Commission, within a period not exceeding 180 natural days, counted from the publication in the Official Journal of the Federation of the modifications to the General Provisions applicable to securities issuers and other market participants, which are issued for Fiduciary Development Trust Certificates.