2025-01-21 | DOF 5747411Added
The National Banking and Securities Commission establishes general provisions creating three tiers of simplified issuers—Level I (debt instruments up to 75 million UDIs per issuance), Level II (debt or asset-backed securities up to 1.25 billion UDIs), and Simplified Share Issuers (shares up to 1.25 billion UDIs)—to facilitate financing for medium and small enterprises. These issuers must meet specific age and financial audit requirements, while qualified investors are defined by minimum investment averages or annual gross income thresholds. The rules mandate that securities be placed via public offerings through brokerage houses, restrict trading venues based on security type, and impose strict periodic reporting obligations on issuers and exchanges to ensure transparency.
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DOF: 21/01/2025
GENERAL PROVISIONS applicable to simplified issuers and securities subject to simplified registration
On the margin, a seal with the National Coat of Arms, which says: United Mexican States.- Finance.- Ministry of Finance and Public Credit.- National Banking and Securities Commission.
The National Banking and Securities Commission, with the approval of its Board of Directors and based on what is provided in 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, paragraphs second, seventh and eighth; 104, paragraphs fifth and seventh; 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 National Banking and Securities Commission Law, and
CONSIDERING
That, on December 28, 2023, the Decree by which various provisions of the Securities Market Law and the Investment Funds Law are reformed, added and repealed was published in the Official Gazette of the Federation;
That, one of the main objectives of the indicated legal reform was to democratize access to financing offered by the securities market to companies - especially medium and small ones - through the incorporation of the "simplified registration of Securities" procedure, leaving under the competence of the Board of Directors of this Commission the responsibility to regulate various aspects of the same, such as the characteristics that commercial societies must meet to request, obtain and maintain the registration of their Securities in the National Securities Register, 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 Register will be shares, ordinary participation certificates representing them or Securities representative of the social capital of foreign societies; debt instruments; asset-backed Securities and structured Securities. The latter will take effect once the Board of Directors of the Commission issues the corresponding Annex within the time frame and conditions as provided for in the Second Transitional Article of these provisions;
That, Mexican and foreign societies 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 stated age requirement will also be applicable to the settlor who contributes the assets intended to guarantee the payment of the issuance of Securities backed by such assets;
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 cumulative 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 cumulative per fiscal year of up to 900,000,000 UDIs (Nine hundred million UDIs). Simplified Issuers at this level must have financial statements audited by an independent external auditor, consolidated from the last fiscal year in comparison with the financial statements of the previous year and internal quarterly financial statements, whose age cannot exceed 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 cumulative per fiscal year of up to 1,250,000,000 UDIs (One billion two hundred fifty million UDIs). Simplified Issuers at this level must have financial statements audited by an independent external auditor, consolidated from the last two fiscal years and internal quarterly financial statements, whose age cannot exceed the penultimate completed quarter prior to the placement date. Furthermore, Simplified Issuers participating at 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 trust estate affected by the trust; the legal opinion regarding the legal validity and enforceability of the trust contract, as well as of the legal acts for the transmission of ownership or title over the goods or rights entrusted, in cases where applicable, as well as the draft base trust contract of the issuance;
That, Simplified Share Issuers may request, obtain and maintain the Simplified Registration of shares, ordinary participation certificates representing them or Securities representative of the social capital of foreign societies, subject to a maximum amount per issuance and cumulative per fiscal year of up to 1,250,000,000 UDIs (One billion two hundred fifty million UDIs). Simplified Issuers at this level must have financial statements audited by an independent external auditor, consolidated from the last two fiscal years and internal quarterly financial statements, whose age cannot exceed the penultimate completed quarter prior to the placement date. For the registration of shares, Simplified Share Issuers must adopt the modality of bursatile investment limited company, implementing at least the corporate governance elements established in the Securities Market Law. Ordinary participation certificates representing shares may represent different share series of the same Simplified Share Issuer. Foreign societies that intend to issue Securities representative of social capital must comply, at least, with the corporate governance requirements applicable to national commercial societies issuing bursatile titles;
That, Securities subject to Simplified Registration must be issued through a Public Offering, with the intervention of a brokerage house, which will act as Placement Intermediary for them. Securities issued by Simplified Share Issuers or ordinary participation certificates representing them will be traded exclusively on Stock Exchanges. Debt instruments and asset-backed Securities may be traded inside 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 shall 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, in accordance with what is provided in article 90 Bis, first paragraph of the Securities Market Law, for purposes of the 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 said registration. The second paragraph of the cited legal provision states that the information and documentation subject to review must be established in the manuals of the Placement Intermediaries, in conformity with the self-regulation principle, observing what is established in the provisions that, for such purpose, the Commission issues. On its part, article 177 Ter, fraction I, of the cited Law states that brokerage houses that participate in the placements 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 conformity with the provisions issued by the Commission. From an harmonization of the aforementioned legal provisions, it follows that both the information and documentation relative 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 that Simplified Registration be granted without a Public Offering intervening, Simplified Registration without a Public Offering of shares, ordinary participation certificates representing them and Securities representative of social capital of foreign societies is incorporated into these provisions as an exception to the intervention of the Placement Intermediary, in the cases where they are registered as a result of the spin-off of a Simplified Share Issuer, as well as when they are registered as a result of the merger of societies, when any of them had the status of Simplified Share Issuer until the moment of registration;
That, Placement Intermediaries that, in their case, participate in the placement of Securities subject to Simplified Registration will carry out the functions referred to in article 177 Ter of the Law, as well as those that arise 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 preserved for a period of five years subsequent to 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 of listing requirements beyond those established by the Law and these provisions and that 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 the month of June of each year, the status of Simplified Issuers in relation to compliance with listing maintenance requirements, at the close of the preceding May month. Likewise, they must disseminate said information to the general public, through their internet page;
That, to comply with their periodic information and relevant events obligations, Simplified Issuers with Securities registered in the Register must provide annually to the Exchange and to the general public, no later than April 30 or, when this is an non-working day, to the next working day, the annual financial statements or their equivalents, approved by the competent instance, audited and their modifications, depending on the nature of the Simplified Issuer, accompanied by the external audit opinion and, if applicable, the annual report corresponding to the immediately preceding fiscal year. Additionally, in the case of Level II Simplified Issuers and Simplified Share Issuers or titles representing them, they must provide within the 20 following business days after the termination of each of the first quarters of the fiscal year and within the 40 following business days after 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 year in conformity with the applicable accounting standards;
That, Stock Exchanges must foresee 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. Similarly, they will indicate the acts, facts or events that will be considered relevant events, as well as the criteria to be followed by Simplified Issuers to determine in which cases and conditions, an event assumes such character and that must be made known immediately to the investor public and to the Stock Exchange in which they are listed, and
That, in attention to article 78 of the General Law of 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 for study and procedure fees for the request of 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 Law of Fees. Furthermore, this decentralized body will carry out the necessary management with the object of establishing a fee that Simplified Issuers must assume for the registration of Securities, in conformity with article 29-B of the same Law, notably lower than that established for traditional issuers; which will lead to incentivizing said Simplified Issuers to participate in the bursatile market, contributing in this way to the economic development of the country;
has resolved to issue the following:
GENERAL PROVISIONS APPLICABLE TO SIMPLIFIED ISSUERS AND SECURITIES SUBJECT TO SIMPLIFIED REGISTRATION
INDEX
Title First Preliminary Provisions Chapter First Definitions
Title Second Of Simplified Issuers and Simplified Registration Chapter First Of Simplified Issuers Chapter Second Of the participation of brokerage houses and Exchanges in Simplified Registration Chapter Third Of Simplified Registration in the Register Chapter Fourth Of the Update of Simplified Registration and the taking of note
Title Third Of the surveillance, listing requirements and maintenance and the cancellation of Securities subject to Simplified Registration and of trading systems Chapter First Of the surveillance of Simplified Issuers Chapter Second Of listing, maintenance and suspension of listing requirements in Exchanges Chapter Third Of the cancellation of Simplified Registration Chapter Fourth Of trading systems and the secondary market
Title Fourth Of the information that must be provided to the Commission, to Exchanges and to the investor public Chapter First Of the information that must be provided to the Commission and the propaganda and information directed to the investor public Chapter Second Of periodic information and relevant events
Transitional Articles
LIST OF ANNEXES
ANNEX A Instruction for the preparation of placement prospectuses of Level I Simplified Issuers
ANNEX B Instruction for the preparation of placement prospectuses and informational brochures of Level II Simplified Issuers and Simplified Share 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 Simplified Share 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 First Preliminary Provisions Chapter First Definitions
Article 1.- For purposes of these provisions and in addition to what is provided in article 2 of the Securities Market Law, singular or plural shall be understood by:
I. Update of Simplified Registration, to the modification of the Simplified Registration in the number, class, series or amount of the shares registered in the Register. In the case of debt instruments and asset-backed Securities, to the modification of the registration in the number of titles, term or rate, as well as those modifications that are agreed upon by general assembly of holders of said Securities.
II. Exchange, to the limited company that obtains 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, to that which occurs when the fulfillment of obligations in relation to Securities subject to Simplified Registration depends at least in 20% on an entity or moral person other than the Simplified Issuer and, in the case of emissions of Securities under trusts, when it depends at least in said percentage, on the settlor, on the administrator of the trust estate or on whoever is entrusted with said functions, on the guarantor or surety or on any other third party.
IV. Simplified Share Issuer, to the Simplified Issuer that requests, obtains and maintains the Simplified Registration of Securities that are shares, ordinary participation certificates representing them or Securities representative of social capital of foreign societies, subject to a maximum amount per issuance and cumulative per fiscal year of up to 1,250,000,000 investment units.
V. Level I Simplified Issuer, to 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 a cumulative amount per fiscal year of 900,000,000 investment units.
VI. Level II Simplified Issuer, to 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 cumulative per fiscal year of up to 1,250,000,000 investment units.
VII. Financial Statements, to the statement of financial position, statement of comprehensive income, statement of changes in equity or capital and statement of cash flows, including the corresponding notes, of a Simplified Issuer.
VIII. Electronic Format for sending through SEDI, that which the Exchange in question makes known for the sending of information through SEDI to which these provisions refer.
IX. Placement Intermediary, to 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, to 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
that
it
has
obtained
in
each
of
the
last
2
years,
annual
gross
income
equal
to
greater
than
500,000
investment
units.
XI.
Law,
to
the
Securities
Market
Law.
XII.
SEDI,
to
the
electronic
system
for
sending
and
disseminating
information
that
is
authorized
by
the
Commission
to
the
Stock
Exchange
in
question.
XIII.
STIV,
to
the
Securities
Information
Transfer
System,
implemented
by
the
Commission
for
the
sending
of
information,
to
which
access
is
obtained
through
the
Commission's
Internet
page
and
for
whose
use
the
provisions
of
Annex
E
of
these
provisions
shall
apply.
This
system
forms
part
of
the
Commission's
official
records.
XIV.
Structured
Securities,
to
the
Equity
Securities,
established
in
Annex
G
of
these
provisions,
issued
by
trusts,
financial
entities
or
any
other
company
that
under
applicable
laws
is
authorized
to
such
effect,
whose
performance
is
referenced
to
the
behavior
of
one
or
more
underlyings
and
that
comply
with
the
characteristics
and
requirements
established
by
the
Commission
through
the
referenced
Annex
G.
XV.
Asset-Backed
Securities,
to
the
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
destined
to
ensure
the
fulfillment
of
the
payment
of
the
issuance,
which
grant
the
right
to
receive
cash
flows
within
a
determined
term
or,
in
its
case,
the
right
to
ownership
or
title
of
the
referenced
assets.
Asset-Backed
Securities
shall
not
be
considered
to
include
Structured
Securities,
shares
representing
the
share
capital
of
investment
funds
as
referred
to
in
the
Investment
Funds
Law;
fiduciary
stock
certificates
for
development,
real
estate,
indexed,
energy
and
infrastructure
investment
or
investment
project,
or
any
other
security
issued
by
collective
investment
mechanisms
that
have
particular
investment
strategies
and
objectives.
Second
Title
Of
Simplified
Issuers
and
Simplified
Registration
First
Chapter
Of
Simplified
Issuers
Article
2.-
Simplified
Issuers
may
request
the
Simplified
Registration
of
the
following
Securities:
I.
Shares,
ordinary
participation
certificates
representing
them
or
Securities
representative
of
the
share
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,
in
order
to
be
subject
to
Simplified
Registration,
must
be
placed
through
a
Public
Offer,
with
the
intervention
of
a
Placement
Intermediary.
As
an
exception
to
the
provisions
of
the
preceding
paragraph,
only
shares,
ordinary
participation
certificates
representing
them
and
Securities
representative
of
the
share
capital
of
foreign
companies
may
be
subject
to
Simplified
Registration
without
a
public
offer
for
this
purpose,
in
the
following
cases:
I.
When
they
are
registered
as
a
result
of
the
spin-off
of
a
Simplified
Issuer
of
shares.
II.
When
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
the
Simplified
Registration
of
their
Securities
in
the
Register,
Simplified
Issuers
must
obtain
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
said
registration.
With
regard
to
Asset-Backed
Securities,
it
shall
be
the
settlor
who
contributes
the
assets
destined
to
ensure
the
fulfillment
of
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
securities
is
carried
out
may
be
recently
created.
Article
5.-
With
regard
to
shares,
for
the
purposes
of
obtaining
the
Simplified
Registration
of
said
securities,
Simplified
Issuers
of
shares
must
adopt
the
modality
of
promoter
anonymous
companies,
remaining
subject
to
the
provisions
of
Articles
19,
20
and
21
of
the
Law.
With
regard
to
ordinary
participation
certificates
representing
shares
to
which
Article
2,
fraction
I
of
these
provisions
refers,
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.
With
regard
to
Securities
representative
of
the
share
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
distribute
dividends
in
kind,
it
must
expressly
provide
for
this
in
its
bylaws.
Such
dividend
in
kind
may
only
consist
of
Securities
registered
in
the
Register.
This
circumstance
must
be
clearly
stated
in
the
corresponding
placement
prospectus
or,
in
its
case,
made
known
to
the
investor
public
as
a
material
event.
Article
6.-
Simplified
Issuers
and,
in
their
case,
the
grantors
or
guarantors
of
the
trust,
administrators
of
the
trust
estate
or
anyone
entrusted
with
such
functions,
or
any
other
third
party
with
regard
to
whom
there
is
partial
or
total
Dependency,
must
have
financial
statements
prepared
in
accordance
with
any
of
the
following
standards:
a)
International
Financial
Reporting
Standards
(IFRS
by
its
name
and
acronym
in
English)
issued
by
the
International
Accounting
Standards
Board
(IASB
by
its
name
and
acronym
in
English).
b)
Financial
Information
Standards
recognized
and
issued
by
the
Mexican
Council
for
Financial
Reporting
Standards,
A.C.
c)
When
it
comes
to
financial
entities,
they
must
be
prepared
and
audited
in
accordance
with
the
accounting
and
audit
standards
issued
by
the
competent
Mexican
authorities,
as
appropriate.
For
the
case
of
the
financial
statements
presented
by
unregulated
multiple-object
financial
companies
that
issue
Securities
other
than
debt
instruments,
they
must
be
prepared
and
audited
in
conformity
with
the
accounting
and
audit
criteria
applicable
to
regulated
multiple-object
financial
companies
as
referred
to
in
Article
87-D,
fraction
V
of
the
General
Law
of
Organizations
and
Auxiliary
Credit
Activities.
With
regard
to
the
financial
statements
of
those
Simplified
Issuers
that
are
legal
entities
whose
predominant
activity
is
the
granting
of
credit,
financial
leasing
or
financial
factoring,
they
must
be
prepared
and
audited
in
conformity
with
the
accounting
and
audit
criteria
applicable
to
regulated
multiple-object
financial
companies
as
referred
to
in
Article
87-D,
fraction
V,
of
the
General
Law
of
Organizations
and
Auxiliary
Credit
Activities.
By
predominant
activity
is
understood
that
which
represents
more
than
70%
of
the
total
consolidated
assets,
liabilities
or
income
at
the
close
of
the
immediately
preceding
fiscal
year
of
a
Simplified
Issuer,
it
being
necessary
that
2
fiscal
years
elapse
in
which
the
activity
represents
less
than
50%
of
the
total
consolidated
assets,
liabilities
or
income
of
a
Simplified
Issuer,
or
well,
that
in
the
immediately
preceding
fiscal
year
to
that
in
question,
such
activity
represents
less
than
20%,
for
it
not
to
be
applicable
what
is
provided
in
this
paragraph.
d)
With
regard
to
Simplified
Issuers
and,
in
their
case
settlers,
guarantors
or
avalists,
administrators
of
the
trust
estate
or
anyone
entrusted
with
such
functions,
or
any
other
third
party,
of
foreign
nationality,
with
regard
to
whom
there
is
partial
or
total
Dependency,
they
must
be
prepared
in
accordance
with
subparagraph
a)
of
this
article
or
any
of
the
following
options:
i.
Generally
Accepted
Accounting
Principles
in
the
United
States
of
America
commonly
known
as
"US
GAAP",
must
incorporate
in
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
subparagraph
a)
of
this
article.
ii.
Accounting
principles
applicable
in
the
country
of
origin,
must
incorporate
in
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
subparagraph
a)
of
this
article,
as
well
as
a
reconciliation
of
the
most
relevant
accounts
that
allows,
if
appropriate,
to
quantify
the
differences
between
one
and
the
others.
Foreign
guarantors
shall
not
be
obligated
to
present
the
reconciliation
referred
to
in
this
numeral.
Article
7.-
Simplified
Issuers,
for
the
purposes
of
obtaining
the
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
fiscal
year
on
a
comparative
basis
with
the
financial
statements
of
the
previous
year
and
the
internal
quarterly
financial
statements,
whose
age
may
not
exceed
the
penultimate
completed
quarter
prior
to
the
placement
date.
II.
Level
II
Simplified
Issuers
and
Simplified
Issuers
of
shares:
of
the
last
two
fiscal
years
on
a
comparative
basis
with
the
financial
statements
of
the
previous
year
and
the
internal
quarterly
financial
statements,
whose
age
may
not
exceed
the
penultimate
completed
quarter
prior
to
the
placement
date.
Second
Chapter
Of
the
participation
of
brokerage
houses
and
Stock
Exchanges
in
Simplified
Registration
Article
8.-
The
Placement
Intermediary
that,
in
its
case,
participates
in
the
placement
of
Securities
subject
to
Simplified
Registration,
in
accordance
with
the
provisions
of
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
that
relative
to
Articles
15
and
15
Bis
of
the
referenced
provisions
with
regard
to
their
participation
as
placement
leaders
in
a
Public
Offer
of
Securities,
for
which
it
must:
I.
Ensure
that
the
Simplified
Issuer
complies
with
the
characteristics
and
requirements
established
in
the
Law,
in
these
provisions,
in
the
internal
regulations
of
the
Stock
Exchange
where
the
listing
is
to
be
carried
out
and
in
its
internal
manuals.
II.
Review
the
placement
prospectus
drafted
by
the
Simplified
Issuer,
in
conformity
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
appropriate.
III.
Ensure
that
the
documentation
relative
to
the
Simplified
Issuer
and
that
corresponding
to
the
Securities
in
question,
complies
with
what
is
provided
in
the
Law,
in
these
provisions
and
in
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
Placement
Intermediary
will
draft
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
Placement
Intermediary
will
establish
in
its
internal
manuals
the
documentation
that
shall
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,
as
a
minimum,
that
the
following
documentation
shall
be
required:
A.
With
regard
to
Simplified
Issuers
that
do
not
comply
with
the
requirements
of
Article
10
of
these
provisions:
I.
Constitutive
Deed
registered
in
the
Public
Commerce
Register
and
its
modifications.
II.
Draft
of
the
minutes
of
the corporate
agreement
in
which
the
issuance
of
the
Securities
and
the
request
for
their
Simplified
Registration
in
the
Register
are
approved,
in
conformity
with
their
bylaws
or
the
trust
agreement,
as
appropriate.
This
draft
will
be
replaced
by
a
copy
of
the
final
minutes,
prior
to
the
granting
of
the
Simplified
Registration.
III.
Draft
of
the
title
of
the
Securities
to
be
registered
in
the
Register
within
a
term
of
15
business
days
following
the
placement,
said
draft
will
be
replaced
by
a
copy
of
the
final
title
deposited
in
a
securities
deposit
institution,
accompanied
by
the
corresponding
certificate.
IV.
Financial
statements
in
accordance
with
what
is
provided
in
Article
7
of
these
provisions.
When
for
the
fulfillment
of
obligations
with
regard
to
the
Securities
there
is
partial
or
total
Dependency
of
one
or
more
third
parties,
the
information
referred
to
in
this
fraction
must
be
presented
additionally
with
regard
to
said
latter.
When
the
third
parties
with
regard
to
whom
there
is
partial
or
total
Dependency
already
have
the
status
of
Simplified
Issuer,
they
shall
not
be
obligated
to
present
the
referenced
information,
provided
that
these
are
up
to
date
with
the
delivery
of
periodic
information
referred
to
in
Article
23
of
these
provisions.
V.
With
regard
to
debt
instruments
and
Asset-Backed
Securities
issued
by
Level
II
Simplified
Issuers,
a
report
on
the
credit
quality
of
the
issuance
issued
by
a
securities
rating
agency
must
be
presented,
with
an
issuance
date
not
greater
than
90
calendar
days
prior
to
the
placement
date,
in
which
a
brief
explanation
of
the
meaning
of
the
rating
granted
is
included
using
the
context
of
the
rating
scale
of
the
corresponding
securities
rating
agency
and
any
conditioning
or
consideration
in
the
same.
VI.
With
regard
to
foreign
Simplified
Issuers,
the
legal
opinion
referred
to
in
Article
87,
fraction
II,
of
the
Law,
issued
by
a
lawyer
from
the
country
of
origin
of
the
issuer
or
of
the
primary
listing
of
its
Securities,
that
meets
the
independence
requirements
provided
by
Article
87
of
the
General
Provisions
Applicable
to
Securities
Issuers
and
Other
Participants
in
the
Securities
Market.
VII.
With
regard
to
Asset-Backed
Securities:
a.
The
balance
sheet
of
the
trust
estate
affected.
b.
Legal
opinion
on
the
legal
validity
and
enforceability
of
the
trust
agreement,
as
well
as
of
the
legal
acts
for
the
transmission
of
ownership
or
title
over
the
trust
assets
or
rights,
in
cases
where
it
is
applicable.
c.
Draft
of
the
base
trust
agreement
of
the
issuance.
VIII.
Placement
prospectus
or
information
brochure
drafted
in
accordance
with
what
is
provided
in
Annex
A
or
Annex
B
of
these
provisions,
as
appropriate,
must
be
initialled
on
all
pages
by
all
persons
established
in
the
internal
regulations
of
the
Stock
Exchange
in
question.
The
preliminary
placement
prospectus
or
information
brochure
may
omit
the
information
relative
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
Offer.
IX.
Placement
Contract
signed
with
the
Placement
Intermediary,
which
must
provide
for
the
obligation
on
the
part
of
the
latter
to
verify
that
the
participation
in
the
Securities
offer
is
limited
to
Institutional
or
Qualified
Investors.
X.
Documentation
that
the
Stock
Exchanges
establish
in
their
internal
regulations
for
the
listing
of
the
Securities.
B.
With
regard
to
Simplified
Issuers
that
comply
with
what
is
provided
in
Article
10
of
these
provisions:
I.
In
its
case,
draft
of
the
minutes
of
the corporate
agreement
in
which
the
issuance
of
the
Securities
and
the
request
for
their
Simplified
Registration
in
the
Register
are
approved,
in
conformity
with
their
bylaws
or
the
trust
agreement,
as
appropriate,
provided
that
it
is
not
already
contained
in
the
file
corresponding
to
a
preceding
issuance.
Once
said
agreement
is
adopted,
a
copy
of
the
act
in
which
it
is
recorded.
II.
Draft
of
the
title
of
the
Securities
to
be
registered
in
the
Register.
Once
the
placement
is
carried
out,
said
draft
will
be
replaced
by
a
copy
of
the
final
title
deposited
in
a
securities
deposit
institution,
accompanied
by
the
corresponding
certificate.
III.
With
regard
to
Asset-Backed
Securities,
legal
opinion
on
the
legal
validity
and
enforceability
of
the
trust
agreement,
as
well
as
of
the
legal
acts
for
the
transmission
of
ownership
or
title
over
the
trust
assets
or
rights,
in
cases
where
it
is
applicable.
IV.
Draft
of
the
update
of
the
placement
prospectus
or
information
brochure
and
of
the
documentation
that
the
Stock
Exchanges
establish
in
their
internal
regulations
for
the
listing
of
the
Securities,
exclusively
when
there
has
been
any
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
the
one
previously
registered
in
a
simplified
manner.
At
the
appropriate
time,
said
final
prospectus
and
documentation
must
be
presented.
V.
With
regard
to
debt
instruments
and
Asset-Backed
Securities
issued
by
Level
II
Simplified
Issuers,
a
report
on
the
credit
quality
of
the
issuance
issued
by
a
securities
rating
agency
must
be
presented,
with
an
issuance
date
not
greater
than
90
calendar
days
prior
to
the
placement
date,
in
which
a
brief
explanation
of
the
meaning
of
the
rating
granted
is
included
using
the
context
of
the
rating
scale
of
the
corresponding
securities
rating
agency
and
any
conditioning
or
consideration
in
the
same;
the
above
shall
be
applicable
only
in
the
case
where
the
previously
registered
Securities
did
not
give
rise
to
the
obligation
to
present
a
credit
rating
or
it
is
a
type
of
Security
different
from
the
one
previously
registered
in
a
simplified
manner.
Article
10.-
For
the
purposes
of
the
integration
of
the
file
in
conformity
with
Article
9,
section
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
requirements
for
delivery
of
periodic
information
in
accordance
with
what
is
established
in
these
provisions
and
in
the
internal
regulations
of
the
Stock
Exchange
where
their
Securities
are
listed;
III.
Have
not
received
from
the
Stock
Exchange
in
question
the
imposition
of
any
disciplinary
or
corrective
measure;
and
IV.
The
Simplified
Issuer
itself,
its
board
of
directors
members,
nor
its
key
executives
have
not
been
sanctioned
for
serious
violations
of
the
Law,
nor
be
considered
as
recidivist
offenders,
in
terms
of
what
is
provided
by
said
legal
instrument.
Article
11.-
The
Simplified
Issuer,
jointly
with
the
Placement
Intermediary,
when
this
provides
its
securities
placement
services,
will
request
the
Stock
Exchange
for
the
listing
and
the
favorable
opinion
for
the
purposes
of
requesting
the
Simplified
Registration,
attaching
the
following
documentation:
I.
Written
request
signed
by
the
Simplified
Issuer
and
the
Placement
Intermediary.
II.
Documentation
referred
to
in
Article
9
of
these
provisions.
With
regard
to
Securities
subject
to
Simplified
Registration,
without
a
public
offer
for
this
purpose,
it
shall
be
the
corresponding
Stock
Exchange
who
must
draft
the
file
referred
to
in
Article
9
of
these
provisions,
excluding
the
contract
to
refers to fraction IX of section A of the aforementioned article, and said file must be kept for a period of five years following the date on which the Simplified Registration of the Securities is cancelled.
Article 12.- The Stock 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 General 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 preceding paragraph is incomplete or does not meet the requirements set forth in its internal regulations, the Stock Exchange shall refrain from requesting the Simplified Registration of the Securities before the Commission.
Third Chapter On Simplified Registration in the Registry
Article 13.- The Stock Exchange where the listing of the Securities is sought will jointly with the Simplified Issuer request the Commission the Simplified Registration of the Securities, properly integrated by each type of Security intended to be registered, attaching the following documentation:
I. Written request for Simplified Registration prepared in accordance with Annex F of these General Provisions.
II. Public instrument containing the power of attorney or certified copy before a public notary of the general or special power of attorney of the representative of the Stock Exchange and of the Simplified Issuer, with the registration data in the Public Registry of Commerce, 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 of the request. Its registration in the Public Registry of Commerce will not be necessary when it concerns foreign Simplified Issuers.
III. Favorable opinion of the Stock Exchange in accordance with what is provided in Article 12 of these General Provisions, with an age no greater than 20 business days.
Article 14.- The Commission will have a period of 2 business days counted from the next business day following receipt of the request and its annexes, in accordance with Article 13 of these General Provisions, to effectuate the Simplified Registration in the Registry.
Fourth Chapter On the Update of Simplified Registration and Taking Note
Article 15.- The Simplified Issuer, jointly with the Stock Exchange, must request the Commission the Update of the Simplified Registration in the Registry or taking note, in the cases referred to in Articles 75 and 76 of the Law. The Stock Exchange where the Securities are listed will review the documentation supporting the update or taking note of the Simplified Registration. The Stock Exchanges must establish in their manuals the procedures they will carry out to effectuate the review referred to in the preceding paragraph. The Commission will have a period of 2 business days counted from the next business day following receipt of the request to effectuate the corresponding update or taking note.
Title Three On the surveillance, listing requirements and maintenance and cancellation of Securities subject to Simplified Registration and trading systems
First Chapter On the surveillance of Simplified Issuers
Article 16.- The Stock Exchanges will review at all times that the Simplified Issuers comply with the requirements established in their internal regulations, for which they must establish procedures and controls regarding this matter, including the work of the surveillance committee referred to in Article 242 of the Law.
Second Chapter On the listing requirements, maintenance and suspension of listing in Stock Exchanges
Article 17.- The Stock Exchanges may establish in their internal regulations additional listing and maintenance of listing requirements to those established by the Law and these General Provisions and that they consider necessary for the protection of the interests of the investing public, including without limitation, provisions regarding the characteristics of their corporate governance; minority rights; and the manner in which public acquisition offers should be carried out.
The Stock Exchanges where the Securities subject to Simplified Registration have been listed must permanently verify that the Simplified Issuers comply with the requirements established in their internal regulations to maintain the listing.
The Stock Exchanges must inform the Commission in the month of June of each year of the status of the Simplified Issuers regarding compliance with the listing maintenance requirements as of the end of the previous month of May. Likewise, they must disclose such information to the general public through their internet page.
Article 18.- The Stock Exchange must immediately inform the Commission and the general public, through the means it establishes for this purpose in its internal regulations, of the suspension of the quotation of the 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 operations with Securities must refrain from channeling requests or orders aimed at carrying out operations 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 the cancellation of the Securities subject to Simplified Registration, accompanying the request with the documentation provided 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, the agreement of the holders' assembly that determines the registry cancellation is presented. The agreement must be taken by at least the holders representing ninety-five percent of the Securities in circulation.
The Stock Exchange will review the documentation related to the cancellation of the Simplified Registration, as well as that the minimum requirements it has 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 negotiation 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 will be negotiated exclusively in the 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 negotiated inside or outside the Stock Exchanges and only with the intermediation of brokerage houses and credit institutions. Securities market intermediaries may only offer the Intermediation service with respect to Securities subject to Simplified Registration to Institutional and Qualified Investors.
Title Four On the information that must be provided to the Commission, the Stock Exchanges and the investing public
First Chapter On the information that must be provided to the Commission and advertising and information directed to the investing public
Article 21.- Requests for Simplified Registration, Update of Simplified Registration, taking note and cancellation of Simplified Registration, and the documentation and information accompanying said requests, must be presented 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 request, the form and terms established by Annex F of these General Provisions.
The requests and attached documentation will be published on the Commission's Internet page, no later than the next business day after their presentation.
Article 22.- Advertising and information directed to the investing public regarding the characteristics of the Securities of Simplified Issuers must be circumscribed to the nature and characteristics proper to the Securities in question and make reference to the prospectus, brochure or informative document.
The advertising and information referred to in this chapter must be expressed in Spanish, in a clear and truthful manner, striving for the greatest possible objectivity, in such a way 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 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, when this is an invalid day, on the next business day, the information indicated below:
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 immediate prior 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 General Provisions.
The foregoing will not apply in the case of 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 the 20 business days following the termination of each of the first three quarters of the fiscal year and within the 40 business days following the conclusion of the fourth quarter, the Financial Statements comparing at least the figures of the quarter in question with those of the quarterly financial statement corresponding to the previous fiscal year in conformity with the 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 timeframes established for the submission of their financial information to the corresponding supervisory authority, in the general provisions issued by the competent Mexican financial authorities, according to 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 the case may be, and by the heads of the finance and legal areas; or their equivalents of the Simplified Issuer, in 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 relative to the Simplified Issuer contained in this quarterly report, which, to our loyal knowledge and understanding, reasonably reflects its situation. We also declare that we have no knowledge of relevant information that has been omitted or falsified in this quarterly report or that the same contains information that could induce investors to error."
In the case of Asset-Backed Securities, the certificate must be signed by:
The information referred to in this article must be delivered by the Simplified Issuers to the Stock Exchange through SEDI. When for compliance with obligations regarding the Securities there is partial or total Dependence on one or more third parties, the information referred to in this article, with respect to the latter, must additionally be delivered through SEDI, except for that information referred to in fraction II of the first paragraph. When the third parties with respect to which there is partial or total Dependence already have the status of Simplified Issuer, they will not be obligated to present said information, provided that they are up to date with the delivery of periodic information referred to in Article 23 of these General Provisions.
Article 24.- The Stock Exchanges must foresee in their internal regulations the additional information that Simplified Issuers must deliver to them periodically through SEDI, and that allows investors to know the financial, economic, accounting, legal and administrative situation of the Simplified Issuer. The Stock Exchanges must always have 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 from the Simplified Issuers, through the Stock Exchanges, clarification or revelation of information, when they detect inconsistencies in it.
Article 25.- The Stock Exchanges will establish in their internal regulations, by way of example 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 assumes such character and that must be made known immediately to the investing public and to the Stock Exchange in question, through SEDI.
Simplified Issuers, for the purpose of determining if an event assumes the character of relevant, must consider whether the act, fact or event in question represents, if applicable, at least 5% of the assets, liabilities or total consolidated capital, or well, 3% of the total consolidated sales of the previous fiscal year of the Simplified Issuer. When such operation represents less than the percentages indicated or cannot be quantifiable in percentage terms, the Simplified Issuer must evaluate whether 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 Internet page, the information that in terms of Articles 23, 24 and 25 of these General Provisions it receives from the Simplified Issuers through SEDI. The Stock Exchange must put in immediate form available to the investing public for consultation, in its offices and through the means it establishes in its internal regulations, that additional information it receives from the Simplified Issuers. The information that the 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 will be the exclusive responsibility of this. The Stock Exchange must foresee in its internal regulations alternative mechanisms for the reception of the information that the Simplified Issuers are obligated to send through SEDI, when due to causes not imputable 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.
Article 27.- The Electronic Formats elaborated by the Stock Exchange for the sending of information through SEDI referred to in these General Provisions, including their modifications, must be previously authorized by the Commission. In the event that the Stock Exchange intends to carry out modifications to the interconnections and links in the sending and reception of information through SEDI, it must previously give notice to the Commission. The Stock Exchange must foresee 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.
TRANSITORY PROVISIONS
FIRST.- These General Provisions will 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 transitory article.
SECOND.- What is provided in fraction IV of Article 2 of these General Provisions will enter into force until the next 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 General Provisions. Said Annex G must be published, with prior approval of the Board of Directors of the Commission, within a period no greater than 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 participants in the securities market, which are issued for Trust Certificates for development.
Respectfully, Mexico City, January 9, 2025. - President of the National Banking and Securities Commission, Dr. Jesús de la Fuente Rodríguez. - Signature.
ANNEX A INSTRUCTIONS FOR THE PREPARATION OF PLACEMENT PROSPECTUSES BY LEVEL I SIMPLIFIED ISSUERS
I. GENERAL GUIDELINES
This instruction includes the information disclosure requirements to which Level I Simplified Issuers must adhere for the preparation of placement prospectuses in order to obtain Simplified Registration in the registry. In the event that certain sub-sections or chapters of this instruction are not applicable to the specific business of the Simplified Issuer, it will not be necessary to develop them; however, depending on the case, equivalent information must be provided. Likewise, if certain information required in any numeral of this instruction has been
included in another chapter of the placement prospectus, it will not be necessary to include it again, only a reference to the chapter in which it is found must be made.
The order in which the chapters of the prospectus are presented must adhere to this instruction.
In the preparation of the prospectus, clear and easy-to-understand language must always be used, avoiding the use of technical terms or complex legal formalisms that cannot be easily understood by a person who does not have specialized knowledge in the subject matter. Likewise, superlative terms and value judgments must be avoided; however, if deemed necessary, they must be adequately justified.
Simplified Issuers that intend to issue instruments with a term equal to or less than 1 year will not be obligated to present the prospectus or brochure referred to in this instruction, so it will be sufficient to reveal to the public the information indicated in the "COVER" section of this document. However, in the event that they prepare one, it must in all cases comply with the legal requirements applicable to its content.
The prospectuses or informational brochures referred to in this annex may omit the following information:
· Other Securities · Distribution channels · Patents, licenses, trademarks, and other contracts · Main clients · Applicable legislation and tax situation · Human resources · Environmental performance · Financial information by business line, geographic zone, and export sales · Report on relevant credits · Critical accounting estimates, provisions, or reserves · External auditors · Articles of incorporation and other agreements
Additionally, incorporation by reference may be considered, which must be carried out in accordance with the following:
The index of the prospectus must contain all the chapters and sections required in this instruction, and when any of them has been incorporated by reference, this situation must be indicated at the bottom of each title or subtitle, indicating the source document and the date of its submission to the corresponding Stock Exchange, as well as the location where said document can be consulted publicly.
Chapters of documents that do not fully comply with the requirements contained in this instruction may not be incorporated by reference, at the discretion of the corresponding Stock Exchange.
A section titled "Recent Events" must be included, in which relevant information not revealed in the documents that have been incorporated by reference is indicated.
A) PRINCIPLE OF RELEVANCE
In addition to the information explicitly required in the various subsections contained in this instruction, all relevant Information must be provided. This principle must be followed at all times in the preparation of the prospectus when determining the depth and breadth with which the various topics established in this instruction must be developed. It will be the responsibility of the Simplified Issuer, as well as the persons who sign the document, to determine what information is relevant in the context of the particular characteristics of each Simplified Issuer. When determining what information is relevant, both quantitative and qualitative factors must be taken into account.
B) EXTERNAL INFORMATION SOURCES AND EXPERT DECLARATIONS
When a report, statistic, or other information contained in the placement prospectus has been obtained from a public information source, it must be cited, and when the information comes from an expert, a declaration must be included indicating that said information has been included with the consent of the person.
C) DESIGNATION OF CURRENCY
All figures must be expressed in the same currency as the financial statements, unless otherwise indicated in the prospectus. In the case of figures denominated in foreign currency, when the Simplified Issuer considers it appropriate to present a conversion of said figures to Mexican pesos, the exchange rate on the date of the last period presented or that which corresponds in accordance with applicable accounting regulations must be used. In any case, the exchange rate used to convert the figures to Mexican pesos must be indicated. Likewise, the date of the exchange rate(s) used must be indicated, as well as the official source and technical specifications thereof (for example, closing rate, average, etc.). Similarly, the type of conversion used must be indicated, and if the exchange rate in effect on the date of the last period presented was chosen, clarify that such conversion was made solely for the purpose of facilitating reading and understanding by investors, mentioning that these should not be interpreted as statements that the amounts in the currency used to prepare the Financial Statements actually equate to those amounts in Mexican pesos or that they can be converted to Mexican pesos according to the indicated exchange rate.
II. PLACEMENT PROSPECTUS
Below is a scheme of the minimum content of the placement prospectus:
COVER
The cover of the prospectus must contain at least the following information:
· Name of the Simplified Issuer. · Board code. · Number and characteristics of the titles offered (class, series, type, if applicable, nominal value, and others that allow their full identification). · Name of the reference currency in which the simplified issuance is carried out. · Placement price. · Total amount of the offer. · Date of publication of the offer notice (which must be made at least one business day prior to the closing date of the book or auction). · Period or date of the offer. · Book or auction closing date. · Registration date at the Stock Exchange. · Settlement date. · Net proceeds that the Simplified Issuer will obtain from the placement (break down the expenses related to the offer, including, if applicable, the intermediation commission, indicating if they were covered with the Simplified Issuer's own resources, which for such purposes may make a cross-reference to the corresponding chapter). · Possible acquirers: it must be indicated that the type of investors to whom the offer is directed are Institutional Investors and Qualified Investors, clarifying that this applies in both primary and secondary markets. · Name of the Placing Intermediary. · Custodian. · If applicable, rating granted by a rating agency (a brief explanation of the meaning of such rating and any conditioning or consideration in it must be included). · Legal basis of the applicable tax regime. · If applicable, the mention of any risk associated with the operation in question, which due to its relevance should be included on the cover of the prospectus. · The mention that the securities have a Simplified Registration in the Registry and are subject to quotation or registration in the corresponding list at the Stock Exchange. · The indication that the Commission has not approved nor carried out any type of verification or check of the information presented for the Simplified Registration. · The mention that the Commission will not supervise the Simplified Issuer nor the Securities subject to the Simplified Registration. · The legend referred to in Article 86 Bis, second paragraph of the Law, which indicates that: "The Simplified Registration in the Registry does not imply certification regarding the merit of said securities or regarding the solvency, liquidity, credit quality, or future performance, by the Commission, as well as that the Simplified Issuer will not be supervised by the Commission by virtue of the aforementioned registration, even if it is subject to supervision for any other circumstance". · The legend referred to in Article 79, last paragraph of the Law, which indicates that: "By virtue of the foregoing, the content, accuracy, truthfulness, and timeliness of the information and documentation correspond to the exclusive responsibility of the persons who sign it, and does not imply certification nor any opinion or recommendation from the Commission, the Placing Intermediary, or the Stock Exchange in question, regarding the solvency, liquidity, or credit quality of the Simplified Issuer or the merit of the Securities". · Registration Number in the Registry. · Place and date of publication of the prospectus or, if applicable, the notice. · Commission office number, registration date, and the Internet pages where the prospectus can be consulted. · In the case of the preliminary document, the legend "Preliminary Prospectus" in red ink, as well as the following legend: "The information contained in this preliminary prospectus is subject to changes, reforms, additions, clarifications, or substitutions". · Term and maturity date. · If applicable, number of series into which the issuance is divided. · If applicable, corresponding issuance number. · Interest, discount, or yield rate and calculation procedure. · Interest rate applicable for the first period. · Payment periodicity of yields. · Amortization periodicity and form of the securities and, if applicable, indicate causes and treatment of early amortization. · If applicable, guarantee(s) or surety. · Issuance date. · Place and form of payment of interest or yields and principal. · Name of the common representative of the security holders. · If applicable, subordination of the securities.
The updated version of this preliminary prospectus that includes the aforementioned changes, reforms, additions, clarifications, or substitutions that may be made between the date of this document and the date on which the offer takes place, may be consulted on the electronic page on the worldwide network (Internet) of the (name of the corresponding Stock Exchange) at the following respective addresses.
In case of including the name of any other third party not foreseen in the Securities Market Law and these provisions, include what their labor and responsibilities regarding the issuance consisted of.
Any change made to this preliminary prospectus under the aforementioned terms will be made public through the (name of the corresponding SEDI) on its Internet electronic page.
INDEX
On the first page of the prospectus, an index of its content must be incorporated according to the following:
GENERAL INFORMATION a) Glossary of terms and definitions b) Executive summary c) Risk factors d) Other Securities
THE OFFER a) Characteristics of the offer b) Use of funds c) Distribution plan d) Expenses related to the offer e) Capital structure after the offer f) Functions of the common representative g) Name of persons with relevant participation in the offer
THE SIMPLIFIED ISSUER a) History and development of the Simplified Issuer b) Business Description Main Activity Distribution Channels Patents, licenses, trademarks, and other contracts Main clients Applicable legislation and tax situation Human Resources Environmental Performance Market Information Corporate Structure Description of main assets Judicial, administrative, or arbitral proceedings
FINANCIAL INFORMATION a) Selected financial information. b) Financial Information by business line, geographic zone, and export sales of the Simplified Issuer. c) Report on Relevant Credits of the Simplified Issuer d) Comments and analysis of management regarding the operating results and financial situation of the Simplified Issuer. i) Operating results. ii) Financial situation, liquidity, and capital resources. iii) Internal control. e) Critical accounting estimates, provisions, or reserves of the Simplified Issuer.
MANAGEMENT a) External auditors b) Transactions with related parties and conflicts of interest c) Administrators and shareholders d) Articles of incorporation and other agreements
In the case of foreign issuers, additionally: e) Other corporate governance practices
GUARANTEE OR GUARANTOR INFORMATION
RESPONSIBLE PERSONS
APPENDICES a) Financial statements and reports of the audit committee and/or corporate practices, and auditor's report, if applicable. b) Title covering the issuance of the Securities. c) If available, rating on the credit risk of the issuance, whose issuance date is not more than 90 days prior to the placement date.
CONTENT
GENERAL INFORMATION a) Glossary of terms and definitions See APPENDIX C b) Executive summary See APPENDIX C c) Risk factors See APPENDIX C d) Other Securities See APPENDIX C
THE OFFER a) Characteristics of the offer Data that are not known prior to the determination of the price and placement date of the Securities must be indicated, in the case of the preliminary prospectus, with a blank space.
The following information must be presented:
· Type of offer. · Total amount of the issuance. · Number of Securities offered. · Placement price of the Securities, as well as a description of how it was determined. · The period for which the offer will remain valid. · The form and term to settle the Securities. · Possible acquirers: "Institutional Investors and Qualified Investors, clarifying that this applies in primary and secondary markets. · Mention of the minutes of the extraordinary general assembly of shareholders or agreement of the board of directors, regarding the approval of the issuance of the Securities, if applicable. · Descriptive and schematic explanation of the operation intended to be carried out. · If applicable, mention the credit risk rating of the issuance granted by a securities rating agency, whose issuance date is not more than 90 days prior to the placement date, including the reasons that motivated such rating, as well as any conditioning or considerations that may have been established for the rating. · Likewise, the explanation of the meaning of the granted rating must expressly mention that such rating does not constitute an investment recommendation, and that it may be subject to updates at any time, in accordance with the methodologies of said rating agency. · Mention whether it has a surety or other guarantee and the form to execute or make it effective. · In the case of securities with mortgage guarantee, the value of the assets given as guarantee must be specified, a brief description of these, and the data of the current appraisal. · Mention if the assets given as guarantee are insured and the data of the policy. · If the securities have fiduciary guarantee, an extract of the trust contract must be included, as well as the value of the assets according to the current appraisal and the data thereof, if applicable. · Bases for determining the yield and amortization table. · Amortization periodicity and form of the securities and, if applicable, indicate all causes and treatment of early amortization. · Limitations to which the Simplified Issuer will be subject during the validity of the issuance. · Reveal the terms of any clause by which the number of titles is allowed to be increased without the authorization of the holders. · Transcription of other relevant terms of the title and, if applicable, of the issuance minutes. · Identification of the source of the resources necessary to meet the payment obligations of the securities. · Legal basis of the applicable tax regime.
b) Use of funds The prospectus must show the net amount of the offer resources, detailing each of the main projects or purposes of the financing obtained, as well as the percentage allocated to each of them.
If the resources are used directly or indirectly to acquire assets other than those in the normal course of business of the Simplified Issuer, the type of assets and their cost must be described, as well as the expected benefit.
In case the assets are acquired from affiliated, associated companies, or shareholders of the Simplified Issuer or its subsidiaries, the identity of the sellers and the manner in which the cost of the transaction was determined must be revealed.
If the resources are intended to be used to finance the acquisition of other businesses, a description of the latter must be given, as well as information regarding the existence of negotiations for such acquisition.
If a significant part of the resources is used to partially or fully amortize debt, the amount, interest rate, and original maturity date of such debts must be mentioned, and in case the liabilities had been contracted the previous year, the destination given to such resources.
In the case of the preliminary prospectus, the information required in this chapter must be presented in an estimated manner.
c) Distribution plan Within this chapter, the Simplified Issuer must provide the following information:
· Name of the Lead Placing Intermediary, identifying the Securities that will be offered by this under firm commitment or best efforts terms. Likewise, it must be specified if the Placing Intermediary has signed or intends to sign any sub-placement contract with other brokerage houses to form a placing syndicate. If known, the estimated percentage of titles that will be distributed by each of the members of the placing syndicate or Placing Intermediaries participating in the offer in the preliminary prospectus and the number of titles effectively distributed by each of them in the definitive prospectus. · The business relationship or any other type of relationship that exists between the Placing Intermediary participating in the offer and the Simplified Issuer must be indicated, as well as any conflict of interest derived from the participation of the Placing Intermediary in the offer. · Mention if the amount of the offer can be increased by the exercise of over-allotment granted to the Placing Intermediary. · Include the sales strategy intended to be carried out to place the Securities. · Likewise, the criteria employed for the allocation of the Securities must be explained, such as, if there is a minimum and maximum amount to be allocated per investor, allocation on a first-come-first-served basis, pro-rata allocation, etc. In case the rate or price of the Securities are to be determined according to the auction procedure, the requirements to participate in it must be revealed, the date from which bids may begin to be received, the criteria for selecting the winners, and the manner of announcing the result thereof. · The Placing Intermediary that will be in charge of concentrating the bids. · In case the Placing Intermediary(s) intend(s) to place partially or totally the Securities subject to Simplified Registration among related parties with respect to said intermediary(s), it must be indicated in the preliminary prospectus if these will participate on equal terms with the rest of the participating investors in the offer, as well as the number of titles effectively distributed among their related parties in the definitive prospectus. Otherwise, include a negative statement. · State that, as it is a Public Offer, any Institutional Investor or Qualified Investor wishing to invest in the Securities subject to the issuance will have the possibility to participate in the offer process on equal terms with the total number of investors, as well as to acquire the Securities, unless their investment regime does not allow it.
d) Expenses related to the offer Estimated figures must be revealed in the preliminary prospectus and the effective net resources of the placement in the definitive prospectus,
as well as a general description of the expenses related to the offering, broken down by each participating entity or advisor: brokerage and placement commissions, registration fees, stock exchange listing, legal advisors, and others, breaking down the latter whenever relevant to the total expenses.
e) Capital structure after the offering
The Simplified Issuer must present financial information showing its capitalization and indebtedness as of the most recent possible date (distinguishing between short-term and long-term debt; bank and exchange debt), disclosing the current situation and, if applicable, balance sheet adjustments that reflect the application of resources obtained from the issuance of the Securities to be placed with investors.
It should be noted that the information required in this chapter must be presented in estimated form in the case of the preliminary prospectus.
f) Functions of the common representative
The Simplified Issuer must relate in this section the functions of the common representative in accordance with what is established in the issuance deed or in the body of the title.
g) Names of persons with relevant participation in the offering
The Simplified Issuer must present a list of the names of the following persons:
· Principal shareholders if they participate in the administration of the Simplified Issuer.
· Natural and/or legal persons designated and/or with relevant participation in the advice and/or consulting regarding the offering of Securities and involved in the legal or financial evaluation of the Simplified Issuer, including any other expert hired by the Simplified Issuer to whom any statement or report of importance included in the prospectus has been attributed, or who has prepared or certified any part of it, indicating what their work and responsibilities consisted of regarding the simplified issuance.
· In the event that any of the experts or advisors participating in the transaction are owners of shares of the Simplified Issuer or its subsidiaries or have a direct or indirect economic interest in the same, a description of such investment or interest must be provided.
· Person in charge of investor relations.
a) History and development of the Simplified Issuer
See ANNEX C, this information must cover at least the last 2 years of operation.
b) Description of the business
See ANNEX C, additionally, in the "Human Resources" section, the number of people employed in the last 2 years must be provided; if during this period this number had varied considerably, include an explanation of said variation.
See ANNEX C, additionally, selected financial information as of the last available quarter and the comparative with the same period of the previous year will be presented.
a) External auditors
See ANNEX C
b) Transactions with related parties and conflicts of interest
See ANNEX C
c) Administrators and shareholders
See ANNEX C
d) Bylaws and other agreements
See ANNEX C
Likewise, a summary of the clauses of the bylaws and trust agreements that are most important must be presented, and the manner in which holders' assemblies will be convened must be mentioned, including the conditions for participating in them.
In the case of foreign issuers, additionally:
e) Other corporate governance practices
See ANNEX C
In the case of backed or guaranteed issuances, the following information about the guarantor or guarantor must be included at a minimum, except in the case of subsidiaries of the Simplified Issuer, in which case the amount of their total assets, book capital, sales, and operating profit must be revealed for each one, according to the latest financial statements audited by an external auditor, except when all subsidiaries have signed as guarantors.
· Corporate name and trade name or, if applicable, the name of the natural person, as well as a description of the business in which they participate.
· The Financial Statements.
· Any other information considered relevant to evaluate the credit risk involved with the guarantor or guarantor.
The general manager and the heads of the finance and legal areas, or their equivalents, of the Simplified 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 Simplified 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 the same contains information that could mislead investors. "
" The undersigned declares under oath that the Financial Statements contained in this annual report for the fiscal years (include the fiscal 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 International Standards on Auditing (the specific mention of the standards used may be included). Likewise, he/she declares that he/she has read this annual report and based on his/her reading and within the scope of the audit work performed, he/she has no knowledge of relevant 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 the same contains information that could mislead investors. 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 annual report that does not come from the Financial Statements audited by him/her. "
" The undersigned declares under oath that his/her represented party, in its capacity as guarantor or guarantor of the issuance, prepared the information regarding the guarantor or guarantor contained in this prospectus, which, to the best of his/her knowledge and belief, reasonably reflects its economic and financial situation. "
a) Financial statements and reports from the audit committee and/or corporate practices, and the comptroller's report, if applicable.
b) Title that covers the issuance.
c) If available, credit risk rating of the issuance, whose issuance date is not more than 90 days prior to the placement date.
ANNEX B
INSTRUCTIONS FOR THE PREPARATION OF PLACEMENT PROSPECTUSES AND INFORMATIONAL BROCHURES FOR SIMPLIFIED ISSUERS LEVEL II AND SIMPLIFIED SHARE ISSUERS
I. GENERAL GUIDELINES
This instruction includes the information disclosure requirements to which Simplified Issuers Level II and Simplified Share Issuers must adhere for the preparation of placement prospectuses and informational brochures in order to obtain Simplified Registration in the Register.
In the event that certain subsections or chapters of this instruction are not applicable to the specific business of the Simplified Issuer, it will not be necessary to develop them; however, depending on the case, equivalent information must be provided.
Likewise, if certain information required in any section of this instruction has been included in another chapter of the placement prospectus, it will not be necessary to include it again, only a reference to the chapter in which it is found must be made.
The order in which the chapters of the prospectus are presented must adhere to this instruction.
In the preparation of the prospectus, clear and easy-to-understand language must always be used, avoiding the use of technical terms or complicated legal formalisms that cannot be easily understood by a person who does not have specialized knowledge in the matter in question.
Likewise, superlative terms and value judgments must be avoided; however, if considered necessary, they must be adequately justified.
For the purposes of this instruction, the placement prospectus will also be understood as the informational brochure, unless otherwise indicated.
Simplified Issuers that intend to issue instruments with a term equal to or less than 1 year will not be obligated to present the prospectus or brochure referred to in this instruction, so it will be sufficient to reveal to the public the information indicated in the "COVER" section of this document.
However, in the event that they prepare it, it must comply, in any case, with the legal requirements applicable to its content.
The prospectuses or informational brochures referred to in this annex may omit the following information:
· Other Securities
· Distribution channels
· Patents, licenses, trademarks, and other contracts
· Principal clients
· Applicable legislation and tax situation
· Human resources
· Environmental performance
· Dividends
· Financial information by business line, geographic zone, and export sales
· Report on relevant credits
· Estimates, provisions, or critical accounting reserves
· External auditors
· Bylaws and other agreements
In the case of Asset-Backed Securities:
· Other Securities issued by the Trust
· Evolution of the trust assets, including their income
· Financial Information of the Trust, (always attaching the Financial Statements).
· External Auditors
Additionally, incorporation by reference may be considered, which must be carried out in accordance with the following:
The index of the prospectus must contain all the chapters and sections required in this instruction and, when any of them has been incorporated by reference, this situation must be indicated at the bottom of each title or subtitle, indicating the source document and the date of its submission to the corresponding Stock Exchange, as well as the site where said document can be consulted publicly.
Chapters of documents that do not fully comply with the requirements contained in this instruction may not be incorporated by reference, at the discretion of the corresponding Stock Exchange.
A section titled "Recent Events" must be included in which relevant information not revealed in the documents that have been incorporated by reference is indicated.
A) PRINCIPLE OF RELEVANCE
In addition to the information explicitly required in the various subsections contained in this instruction, all relevant Information must be provided.
This principle must be followed at all times in the preparation of the prospectus when determining the depth and breadth with which the various topics established in this instruction must be developed.
It will be the responsibility of the Simplified Issuer, as well as the persons who sign the document, to determine what information is relevant in the context of the particular characteristics of each Simplified Issuer.
When determining what information is relevant, both quantitative and qualitative factors must be taken into account.
B) EXTERNAL INFORMATION SOURCES AND EXPERT DECLARATIONS
When a report, statistic, or other information contained in the placement prospectus has been obtained from a public information source, it must be cited, and when the information comes from an expert, a declaration must be included indicating that said information has been included with the consent of the person.
C) DESIGNATION OF CURRENCY
All figures must be expressed in the same currency as the Financial Statements, unless otherwise indicated in the prospectus.
In the case of figures denominated in foreign currency, when the Simplified Issuer considers it convenient to present a conversion of said figures to Mexican pesos, the exchange rate on the date of the last period presented or that which corresponds according to the applicable accounting regulations must be used.
In any case, the exchange rate used to convert the figures to Mexican pesos must be indicated.
Likewise, the date of the exchange rate(s) used must be indicated, as well as the official source and technical specifications thereof (for example, closing exchange rate, average, etc.).
Likewise, the type of conversion used must be indicated, and in the event that the exchange rate in effect on the date of the last period presented has been opted for, clarify that said conversion was made solely for the purpose of facilitating reading and understanding for investors, mentioning that these should not be interpreted as statements that the amounts in the currency used to prepare the Financial Statements actually equate to those amounts in Mexican pesos or that they can be converted to Mexican pesos according to the indicated exchange rate.
II. INFORMATIONAL BROCHURE FOR SIMPLIFIED REGISTRATION OF SECURITIES IN THE REGISTER AND FOR LISTING ON THE STOCK EXCHANGE WITHOUT A PUBLIC OFFERING
In the case of Simplified Share Issuers that intend to list Securities on the Stock Exchange without a public offering, an informational brochure must be presented, which must contain the same information required in each of the chapters of this instruction, except for information regarding the public offering.
III. PLACEMENT PROSPECTUS
Below, a scheme of the minimum content of the placement prospectus is provided:
COVER
The cover of the prospectus must contain at a minimum the following information:
· Mention of the type of public offering and type thereof (primary, secondary, national)
· Name of the Simplified Issuer and, if applicable, the name of the selling shareholders or, of the trust institution and the settlor.
· Board ticker symbol.
· Number and characteristics of the titles being offered (class, series, type, if applicable, par value, and others that allow for full identification).
· Name of the reference currency in which the issuance of Securities is carried out.
· Placement price.
· Total amount of the offering.
· Date of publication of the offering notice (which must be carried out at least on the business day prior to the closing date of the book or auction).
· Period or date of the offering.
· Closing date of the book or auction.
· Date of registration in the Stock Exchange.
· Settlement date.
· Net resource that the Simplified Issuer will obtain with the placement (break down the expenses related to the offering, including, if applicable, the brokerage commission, indicating if they were covered with resources from the Simplified Issuer itself, being able for such purposes to make a cross-reference to the corresponding chapter).
· In the case of Securities auction:
Amount of bids presented
Number of bids presented
Number of bids assigned
Total demand for Securities
Minimum and maximum rate or price
Assigned rate or price.
· Possible acquirers: it must be indicated that the type of investors to whom the offering is directed are "Institutional Investors and Qualified Investors".
· Name of the Placing Intermediary.
· Depository.
· If applicable, rating granted by a rating institution (a brief explanation of the meaning of said rating and any conditioning or consideration in it must be included).
· Legal basis of the applicable tax regime.
· If applicable, the mention of any risk associated with the operation in question, which due to its relevance must be included on the cover of the prospectus.
· The mention that the Securities have a Simplified Registration in the Register and are subject to quotation or registration in the corresponding listing on the Stock Exchange.
· The indication that the Commission has not approved nor carried out any type of verification or check of the information presented for the simplified registration.
· The mention that the Commission will not supervise the Simplified Issuer nor the Securities subject to the Simplified Registration.
· The legend referred to in article 86 Bis, second paragraph of the Law, in which it indicates that: "The Simplified Registration in the Register does not imply certification regarding the goodness of said titles or regarding the solvency, liquidity, credit quality, or future performance, by the Commission, as well as that the simplified issuer will not be supervised by the Commission by virtue of the aforementioned registration, even if it is subject to supervision by any other circumstance."
Likewise, in terms of article 79 of the Law, it must additionally include that the content, accuracy, truthfulness, and timeliness of the information and documentation correspond to the exclusive responsibility of the persons who sign it, and does not imply certification nor opinion or recommendation of any kind from the Commission, the Placing Intermediary, or the Stock Exchange in question, regarding the solvency, liquidity, or credit quality of the issuer or the goodness of the Securities.
· Number of Registration in the Register.
· Place and date of publication of the prospectus or, if applicable, the notice.
· Number of the Commission's letter, date of registration, and the Internet pages where the prospectus can be consulted.
· In the case of the preliminary document, the legend "Preliminary Prospectus" in red ink, as well as the following:
" The information contained in this preliminary prospectus is subject to changes, reforms, additions, clarifications, or substitutions. "
· The updated version of this preliminary prospectus that includes the aforementioned changes, reforms, additions, clarifications, or substitutions that may be made between the date of this document and the date on which the offering takes place, can be consulted on the electronic page on the worldwide network (Internet) of the (name of the corresponding Stock Exchange) at the following respective addresses:
· Any changes made to this preliminary prospectus under the aforementioned terms, will be made known to the public through the (name of the corresponding SEDI) on its Internet electronic page.
· In the event of including the denomination of any other third party not foreseen in the Securities Market Law and these provisions, include what their work and responsibilities consisted of regarding the issuance.
In the case of shares, additionally, the following must be included:
· Number of shares representing the social capital of the Simplified Issuer, before and after the offering.
· If applicable, number of Securities that will be allocated to over-allotment and the manner in which it should be exercised.
· Percentage of social capital that the shares of the offering represent and, if applicable, percentage including over-allotment option, after the offering.
· In the case of shares without voting rights, restricted voting rights, or any other mechanism through which corporate rights are limited, this situation must be revealed and reference must be made to the risk factors, where they will be described in greater detail.
In the case of titles of
debt,
additionally
must
include
the
following:
·
Term
and
maturity
date.
·
In
its
case,
number
of
series
into
which
the
issuance
is
divided.
·
In
its
case,
corresponding
issuance
number.
·
Interest
rate,
discount
rate
or
yield
and
calculation
method.
·
Interest
rate
applicable
for
the
first
period.
·
Frequency
of
yield
payments.
·
Frequency
and
method
of
amortization
of
the
securities
and,
in
its
case,
specify
causes
and
treatment
of
early
amortization.
·
In
its
case,
guarantee
or
guarantee(s).
·
Issuance
date.
·
Place
and
method
of
payment
of
interest
or
yields
and
principal.
·
Name
of
the
common
representative
of
the
security
holders.
·
In
its
case,
subordination
of
the
securities.
In
the
case
of
Asset-Backed
Securities,
additionally
must
include
the
following:
·
Term
and
maturity
date.
·
In
its
case,
number
of
series
into
which
the
simplified
issuance
is
divided.
·
In
its
case,
corresponding
simplified
issuance
number.
·
Number
of
trust
and
data
related
to
the
trust
agreement.
·
Name
of
the
trustee(s).
·
Name
of
the
settlor(s).
·
Name
of
the
beneficiary(ies).
·
Trusted
securities.
·
Characteristics
or
general
terms
of
the
securities
to
be
trusted.
·
Rights
conferred
by
the
Securities
issued
under
the
trust.
·
Method
of
amortization
of
the
securities
·
Name
of
the
common
representative
of
the
security
holders.
·
In
its
case,
appraisal
report.
INDEX
On
the
first
page
of
the
prospectus,
an
index
of
its
content
must
be
incorporated
according
to
the
following:
GENERAL
INFORMATION
a)
Glossary
of
terms
and
definitions
b)
Executive
summary
c)
Risk
factors
d)
Other
Securities
by
the
Issuer
or
the
Trust
THE
OFFER
a)
Characteristics
of
the
offer
b)
Destination
of
the
funds
c)
Distribution
plan
d)
Expenses
related
to
the
offer
e)
Capital
structure
after
the
offer
f)
Functions
of
the
common
representative
g)
Name
of
the
persons
with
relevant
participation
in
the
offer
h)
Dilution
i)
Securities
market
information
j)
In
its
case,
for
shares,
Market
Maker
THE
SIMPLIFIED
ISSUER
a)
History
and
development
of
the
Simplified
issuer
b)
Description
of
the
business:
Main
Activity
Distribution
Channels
Patents,
licenses,
trademarks
and
other
contracts
Main
clients
Applicable
legislation
and
tax
situation
Human
Resources
Environmental
Performance
Market
Information
Corporate
Structure
Description
of
the
main
assets
Judicial,
administrative,
or
arbitral
proceedings
c)
In
the
case
of
shares,
additionally:
Shares
representing
share
capital
Dividends
THE
BURSATILIZATION
OPERATION
a)
General
description
b)
Trust
assets
i)
Description
of
the
trusted
assets
ii)
Evolution
of
the
trusted
assets,
including
their
income
iii)
Contracts
and
agreements
iv)
Judicial,
administrative,
or
arbitral
proceedings
c)
Future
estimates
d)
Settlors
or
originators
e)
Relevant
debtors
f)
Administrators
of
the
trust
assets
or
those
to
whom
such
functions
are
entrusted
g)
Other
third
parties
obligated
with
the
trust
or
the
holders
of
the
Securities
FINANCIAL
INFORMATION
OF
THE
ISSUER
OR
THE
TRUST
a)
Selected
Financial
Information
of
the
Simplified
Issuer
or
the
Trust
b)
Report
on
Relevant
Credits
of
the
Simplified
Issuer
c)
Comments
and
analysis
by
management
on
operating
results
and
financial
position
of
the
Simplified
Issuer.
Operating
Results
Financial
position,
liquidity
and
capital
resources
d)
Estimates,
provisions,
or
critical
accounting
reserves
of
the
Simplified
Issuer.
ADMINISTRATION
a)
External
auditors
b)
Transactions
with
related
parties
and
conflicts
of
interest
c)
Administrators
and
shareholders
d)
Bylaws
and
other
agreements
e)
Other corporate governance
practices.
This
section
shall
apply
only
to
Simplified
Issuers
of
shares
GUARANTEE
OR
GUARANTOR
INFORMATION
RESPONSIBLE
PERSONS
ANNEXES
a)
Financial
statements
and
reports
from
the
audit
committee
and/or
corporate
practices,
and
the
commissar
report,
in
its
case.
b)
Legal
opinion.
c)
Title
underlying
the
issuance
of
Securities.
d)
Rating
on
the
credit
risk
of
the
issuance
or
the
program,
in
its
case,
whose
issuance
date
is
not
more
than
90
days
prior
to
the
placement
date.
e)
Trust
agreement.
f)
Additional
Information.
CONTENT
GENERAL
INFORMATION
a)
Glossary
of
terms
and
definitions
See
ANNEX
D
b)
Executive
summary
See
ANNEX
D
c)
Risk
factors
See
ANNEX
D
d)
Other
Securities
See
ANNEX
D
THE
OFFER
a)
Characteristics
of
the
offer
Those
data
that
are
not
known
before
the
determination
of
the
price
and
the
placement
date
of
the
Securities,
must
be
indicated,
in
the
case
of
the
preliminary
prospectus,
with
a
blank
space.
A
description
of
the
following
information
must
be
presented:
·
Type
of
offer
(primary,
secondary)
·
Total
amount
of
the
issuance
·
Number
of
the
Securities
offered.
·
Placement
price
of
the
securities,
as
well
as
a
description
of
the
method
by
which
it
was
determined.
·
The
period
for
which
the
offer
will
remain
valid.
·
The
method
and
term
to
settle
the
Securities.
·
Possible
acquirers:
" Institutional
Investors
and
Qualified
Investors
",
clarifying
that
it
applies
in
both
primary
and
secondary
markets.
·
Reference
to
the
minutes
of
the
extraordinary
general
shareholders
meeting
or
the
board
of
directors
agreement,
regarding
the
approval
of
the
issuance
of
the
Securities,
in
its
case.
·
A
descriptive
and
schematic
explanation
of
the
operation
to
be
carried
out
must
be
presented.
In
the
case
of
shares,
additionally:
·
Amount
of
fixed
and
variable
share
capital,
in
its
case,
before
and
after
placement,
and
the
percentage
represented
by
the
amount
placed
of
the
share
capital,
specifying
the
date
of
the
general
shareholders
meeting
at
which
the
increase
was
decreed.
·
The
number
of
shares
in
circulation
before
and
after
the
Public
Offer
classified
by
series.
·
Indicate
the
type
of
shares
and
the
corporate
rights
they
confer
(example:
full
vote,
restricted,
no
right,
and
preferential).
·
In
the
case
of
shares
without
voting
rights,
restricted
vote,
or
any
other
mechanism
through
which
corporate
rights
are
limited,
it
must
be
stated
that
the
holders
of
these
Securities
are
at
a
disadvantage
compared
to
shareholders
who
hold
shares
with
full
voting
rights,
because
they
will
only
have
input
into
matters
submitted
to
the
general
shareholders
meeting
as
stipulated
in
the
bylaws
of
the
Simplified
Issuer
and
reference
must
be
made
to
the
risk
factors,
where
they
will
be
described.
·
Indication
of
the
method
by
which
the
shares
will
be
represented
(for
example:
definitive
securities
or
provisional
certificates)
indicating
in
its
case
the
exchange
date.
·
Present
the
price/earnings
multiple,
price/book
value
multiple,
and
the
price/UAFIDA
multiple
(profit
before
financial
expenses,
taxes,
depreciation,
and
amortization)
of
the
Simplified
Issuer
before
and
after
the
offer,
as
well
as
the
multiple
of
the
sector
or
industry
it
belongs
to
and
that
of
the
market.
In
the
case
of
debt
securities,
additionally:
·
Mention
the
credit
risk
rating
of
the
issuance
by
a
Securities
rating
agency
whose
issuance
date
is
not
more
than
90
days
prior
to
the
placement
date,
including
the
reasons
that
motivated
such
rating,
as
well
as
any
conditions
or
considerations
that
may
have
been
established
for
the
rating.
·
Furthermore,
the
explanation
of
the
meaning
of
the
rating
granted
must
explicitly
mention
that
such
rating
does
not
constitute
an
investment
recommendation,
and
that
it
may
be
subject
to
updates
at
any
time,
in
accordance
with
the
methodologies
of
said
rating
agency.
·
Mention
whether
it
has
or
does
not
have
a
guarantee
or
other
guarantee
and
the
method
of
executing
or
making
it
effective.
·
In
the
case
of
securities
with
mortgage
guarantee,
the
value
of
the
assets
given
as
collateral
must
be
specified,
a
brief
description
of
these,
and
the
data
of
the
current
appraisal.
·
Mention
whether
the
assets
given
as
collateral
are
insured
and
the
data
of
the
policy.
·
If
the
securities
have
trust
guarantee,
an
excerpt
of
the
trust
agreement
must
be
included,
as
well
as
the
value
of
the
assets
according
to
current
appraisal
and
the
data
of
this,
in
its
case.
·
Basis
for
determination
of
yield
and
amortization
table.
·
Frequency
and
method
of
amortization
of
the
securities
and,
in
its
case,
specify
all
causes
and
treatment
of
early
amortization.
·
Limitations
to
which
the
Simplified
Issuer
will
be
subject
during
the
validity
of
the
simplified
issuance.
·
Disclose
the
terms
of
any
clause
through
which
the
number
of
securities
is
allowed
to
be
increased
without
the
authorization
of
the
holders.
·
Transcription
of
other
relevant
terms
of
the
title
and,
in
its
case,
of
the
issuance
minutes.
·
Identification
of
the
source
of
the
resources
necessary
to
meet
the
payment
obligations
of
the
securities.
·
Legal
basis
of
the
applicable
tax
regime.
b)
Destination
of
the
funds
The
prospectus
must
show
the
net
amount
of
the
offer
resources,
detailing
each
of
the
main
projects
or
purposes
of
the
financing
obtained,
as
well
as
the
percentage
destined
to
each
of
them.
If
the
resources
are
used
directly
or
indirectly
to
acquire
assets
different
from
those
in
the
normal
course
of
business
of
the
Simplified
Issuer,
the
type
of
assets
and
their
cost
must
be
described,
as
well
as
the
expected
benefit.
In
the
case
where
the
assets
are
acquired
from
affiliated
companies,
associated
companies,
or
shareholders
of
the
Simplified
Issuer
or
its
subsidiaries,
the
identity
of
the
sellers
and
the
method
by
which
the
cost
of
the
transaction
was
determined
must
be
disclosed.
If
the
resources
are
intended
to
be
used
to
finance
the
acquisition
of
other
businesses,
a
description
of
the
latter
must
be
given,
as
well
as
information
on
the
existence
of
negotiations
for
such
acquisition.
If
a
significant
portion
of
the
resources
are
used
to
partially
or
fully
amortize
debt,
the
amount,
interest
rate,
and
original
maturity
date
of
such
debts
must
be
mentioned,
and
in
the
case
where
the
liabilities
had
been
contracted
the
previous
year,
the
destination
given
to
such
resources.
When
the
payment
of
the
Asset-Backed
Securities
depends
totally
or
partially
on
the
settlor
or
any
third
party,
disclose
regarding
this
what
is
indicated
in
paragraphs
2,
3,
and
4
above.
In
the
case
of
the
preliminary
prospectus,
the
information
required
in
this
chapter
must
be
presented
in
an
estimated
form.
c)
Distribution
plan
Within
this
chapter,
the
Simplified
Issuer
must
provide
the
following
information:
·
Name
of
the
Lead
Underwriter
Intermediary,
identifying
the
Securities
that
will
be
offered
by
this
under
the
terms
of
firm
commitment
or
best
efforts.
Likewise,
it
must
be
specified
whether
the
Underwriter
Intermediary
has
signed
or
intends
to
sign
any
sub-underwriting
contract
with
other
brokerage
houses
to
form
an
underwriting
syndicate.
In
the
case
where
it
is
known,
the
estimated
percentage
of
securities
that
will
be
distributed
by
each
of
the
members
of
the
underwriting
syndicate
or
underwriter
intermediaries
participating
in
the
offer
in
the
preliminary
prospectus
and
the
number
of
securities
effectively
distributed
by
each
of
them
in
the
final
prospectus.
·
The
business
relationship
or
any
other
type
of
relationship
existing
between
the
Underwriter
Intermediary
participating
in
the
offer
and
the
Simplified
Issuer
must
be
indicated,
as
well
as
any
conflict
of
interest
derived
from
the
participation
of
the
Underwriter
Intermediary
in
the
offer.
·
The
information
on
the
following
points
shall
be
applicable
in
the
case
of
shares
and/or
debt
as
appropriate:
In
the
case
where
it
is
known
to
the
Simplified
Issuer
or
the
Underwriter
Intermediary,
it
must
be
disclosed
whether
the
main
shareholders,
executives,
or
board
members
intend
to
subscribe
to
part
of
the
Securities
that
are
the
subject
of
the
offer
or
if
any
person
attempts
to
subscribe
more
than
5
%
of
the
same,
individually
or
as
a
group.
In
the
final
version,
disclose
whether
the
above-mentioned
scenarios
were
indeed
realized.
Mention
whether
the
amount
of
the
public
offer
can
be
increased
by
the
exercise
of
Over-allotment
granted
to
the
Underwriter
Intermediary.
It
must
be
mentioned
whether
the
Underwriter
Intermediary
will
carry
out
operations
that
facilitate
the
placement
of
the
Securities,
such
as
Price
Stabilization,
in
which
case,
it
must
be
explained
what
such
operations
consist
of.
Likewise,
it
must
be
mentioned
how
Over-allotments
will
be
covered,
in
the
case
where
they
exist
and
in
the
case
where
these
are
covered
with
shares
obtained
by
loan,
the
mechanism
that
will
be
used
for
their
return.
·
Include
the
sales
strategy
that
is
intended
to
be
carried
out
to
place
the
Securities
among
institutional
or
qualified
investors.
·
Likewise,
the
criteria
used
for
the
allocation
of
the
Securities
must
be
explained,
such
as,
if
there
is
a
minimum
and
maximum
amount
to
be
allocated
per
investor,
allocation
on
a
first-come,
first-served
basis,
pro-rata
allocation,
etc.
In
the
case
where
the
rate
or
price
of
the
Securities
are
to
be
determined
according
to
the
auction
procedure,
the
requirements
to
participate
in
the
same,
the
date
from
which
bids
may
begin
to
be
received,
the
criteria
for
selecting
the
winners,
and
the
method
of
announcing
the
result
of
the
same
must
be
disclosed.
·
The
Underwriter
Intermediary
that
will
be
responsible
for
the
concentration
of
bids.
·
In
the
case
where
the
Underwriter
Intermediary(s)
intend(s)
to
place
partially
or
fully
the
Securities
subject
to
the
simplified
issuance
among
related
parties
with
respect
to
said
intermediary(ies),
it
must
be
indicated
in
the
preliminary
prospectus
if
these
will
participate
on
equal
terms
as
the
rest
of
the
investors
participating
in
the
offer,
as
well
as
the
number
of
securities
effectively
distributed
among
their
related
parties
in
the
final
prospectus.
In
the
case
of
contrary,
include
a
statement
to
that
effect.
·
Declare
that,
in
the
case
of
a
Public
Offer,
any
Institutional
or
Qualified
Investor
who
wishes
to
invest
in
the
securities
subject
to
the
issuance,
will
have
the
possibility
to
participate
in
the
offer
process
on
equal
terms
as
the
entirety
of
the
investors,
as
well
as
to
acquire
the
Securities,
unless
their
investment
regime
does
not
allow
it.
d)
Expenses
related
to
the
offer
Estimated
figures
must
be
disclosed
in
the
preliminary
prospectus
and
the
actual
net
resources
of
the
placement
in
the
final
prospectus,
as
well
as
a
general
description
of
the
expenses
related
to
the
offer,
broken
down
by
each
of
the
participating
entities
or
advisors:
the
commissions
for
intermediation
and
placement,
costs
of
Registration
in
the
Registry,
listing
on
the
Stock
Exchange,
legal
advisors,
and
others,
breaking
down
this
last
one
always
when
it
is
relevant
with
respect
to
the
total
of
the
expenses.
e)
Capital
structure
after
the
offer
only
in
the
case
of
shares
or
debt
The
Simplified
Issuer
must
present
financial
information
showing
its
capitalization
and
indebtedness
at
the
most
recent
date
possible
(distinguishing
between
short-term
and
long-term
debt;
banking
and
exchange
debt),
making
known
the
current
situation
and,
if
applicable,
the
adjustments
to
the
balance
sheet
that
reflect
the
application
of
the
resources
obtained
from
the
alienation
of
the
Securities
that
will
be
placed
among
investors.
It
should
be
noted
that
the
information
required
in
this
chapter
must
be
presented
in
an
estimated
form
in
the
case
of
the
preliminary
prospectus.
f)
Functions
of
the
common
representative
The
Simplified
Issuer
must
list
in
this
section
the
functions
of
the
common
representative
in
concordance
with
what
is
established
in
the
issuance
minutes
or
in
the
body
of
the
title.
g)
Name
of
the
persons
with
relevant
participation
in
the
offer
The
Simplified
Issuer
must
present
a
list
of
the
names
of
the
following
persons:
·
In
the
case
of
shares,
main
shareholders
if
these
participate
in
the
administration
of
the
Simplified
Issuer.
·
Natural
and/or
legal
persons
designated
and/or
with
relevant
participation
in
the
advisory
and/or
consulting
in
relation
to
the
offer
of
Securities
and
involved
in
the
legal
or
financial
evaluation
of
the
Simplified
Issuer,
including
any
other
expert
hired
by
the
Simplified
Issuer
to
whom
any
statement
or
report
of
importance
included
in
the
prospectus
has
been
attributed,
or
that
has
prepared
or
certified
any
part
of
the
same,
indicating
what
their
work
and
responsibilities
regarding
the
simplified
issuance
consisted
of.
·
In
the
case
where
any
of
the
experts
or
advisors
participating
in
the
transaction
is
an
owner
of
shares
of
the
Simplified
Issuer
or
its
subsidiaries
or,
has
a
direct
or
indirect
economic
interest
in
the
same,
a
description
of
such
investment
or
interest
must
be
provided.
·
Person
in
charge
of
investor
relations.
·
Natural
or
legal
persons
involved
in
the
bursatilization
operation
such
as
the
settlor,
common
representative,
trustee,
Underwriter
Intermediary
among
others.
In
the
case
of
shares,
additionally:
h)
Dilution
In
the
case
of
shares,
it
must
be
disclosed,
in
the
case
of
a
primary
offer,
the
dilutive
effect
in
amount
and
percentage
of
the
offer
on
the
shares,
calculated
as
the
difference
between
the
placement
price
and
the
book
value
per
share,
taking
as
reference
the
latest
Financial
Statements.
Likewise,
the
dilutive
effect
in
amount
and
percentage
for
shareholders
who
do
not
subscribe
to
the
shares
subject
to
the
offer
must
be
provided,
as
well
as
the
dilutive
effect
on
profit
and
book
value
per
share
due
to
the
new
shares.
On
the
other
hand,
the
Simplified
Issuer
must
include
a
comparison
between
the
placement
price
and
the
acquisition
cost
of
the
shares
of
the
Simplified
Issuer
for
the
main
executives
and
directors
of
the
Simplified
Issuer
in
the
last
2
years,
when
the
same
have
not
been
acquired
in
the
market
or
offered
to
all
shareholders.
The
information
required
in
the
first
paragraph
of
this
subsection
must
be
presented
in
an
estimated
form
in
the
case
of
the
preliminary
prospectus.
i)
Securities
market
information
In
the
case
where
the
shares
of
the
Simplified
Issuer
are
listed
on
the
Stock
Exchange
or
other
markets,
the
maximum
and
minimum
price
per
series
and
the
average
volume
traded
on
the
Stock
Exchange
and
in
the
main
market
outside
of
Mexico,
in
each
of
the
last
5
years;
the
maximum
and
minimum
prices
of
each
semester
corresponding
to
the
last
2
fiscal
years
and
with
regard
to
the
last
6
months,
the
maximum
and
minimum
prices
of
each
month.
Likewise,
in
the
case
where
it
is
considered
relevant,
a
comparison
of
such
prices
against
the
main
indicator
of
the
Stock
Exchange
corresponding
must
be
included
via
charts.
In
the
case
of
having
or
having
had
the
services
of
a
Market
Maker
(in
accordance
with
the
definition
indicated
in
article
1
of
the
General
Provisions
applicable
to
securities
issuers
and
other
participants
in
the
securities
market)
in
the
periods
previously
mentioned,
this
situation
must
be
indicated
and
explained
in
general
terms
the
impact
of
the
Market
Maker's
actions
on
the
levels
of
operation
and
on
the
prices
of
the
shares
of
the
Simplified
Issuer,
as
well
as
on
the
maximum
price
differentials
between
buy
and
sell
bids
on
said
Securities
to
which
the
maker
is
or
was
subject
in
accordance
with
what
is
established
by
the
corresponding
Stock
Exchange.
Likewise,
it
must
be
disclosed
whether
suspensions
occurred
in
the
trading
of
the
Securities
of
the
Simplified
Issuer
in
the
last
3
fiscal
years
and
the
time
they
lasted
and,
their
liquidity
level
in
the
same
period,
according
to
the
data
of
the
scale
of
the
corresponding.
Likewise, the Stock Exchanges and any other type of market in which the Securities are traded must be disclosed.
Finally, the approximate number of current shareholders of the shares as of the date of the last financial information must be disclosed.
j) Market Maker
In the event that services of a Market Maker have been contracted, the following information must be provided:
· The name of the Market Maker.
· The identification of the Securities with which the Market Maker will operate: type of security, quotation key (issuer and series), ISIN/CUSIP Code, etc.
· The duration of the contract with the Market Maker.
· The description of the services that the Market Maker will provide, as well as the general terms and conditions of contracting.
a) History and development of the Simplified Issuer
See ANNEX D, this information must cover at least the last 2 years of operation.
In the case of Simplified Issuers of shares of investment promotion societies, information related to changes in the products and services offered may be omitted.
b) Business Description
See ANNEX D, additionally, in the "Human Resources" section, the number of people employed in the last 2 years must be provided; if the number of people has varied considerably during this period, an explanation must be included.
In the case of Simplified Issuers of shares, the following information may be omitted:
(i) Main activity: the general description of the industrial processes and in the event that the public limited investment promotion society has made public the launch of a new product that requires a considerable investment, the description of the development stage in which it is located. Likewise, the source and availability of raw materials by business line may be omitted.
Finally, the amount and percentage of revenues from products that represent 10% or more of total consolidated revenues for each of the last 2 fiscal years may not be disclosed.
(ii) Distribution channels: an explanation of any special sales method (e.g., installment sales).
(iii) Patents, licenses, trademarks and other contracts: information regarding policies related to product research and development in the last 2 fiscal years and the amount invested in these activities.
(iv) Main customers: the amount and percentage represented by sales to customers with whom there is dependency may be omitted.
(v) Applicable legislation and tax situation: information referring to the differences in the regime of organization, operation, information disclosure, and listing and maintenance requirements with respect to public limited companies listed on the stock exchange must be provided.
a) General Description
Descriptive and schematic explanation of the operation carried out, as well as regarding the Securities issued, including the types or categories, classes or subordination of the Securities offered.
Additionally, describe the funds that the trust will have and how payments will be allocated among them, as well as the manner in which interest and principal payments will be made.
Include the applicable interest rate and the source of resources for the payment of the corresponding interest, explaining the procedure for determining said interest rate and the person responsible for making the calculation.
Reveal any policy, restriction, or requirement regarding flows from the asset portfolio, such as maintenance of minimum cash levels, requirements for investment of surpluses, hiring of hedges, etc.
In this regard, provide information regarding the person responsible for making any decision related to the deposit, transfer, or distribution of the trust funds and the necessary authorizations, as well as whether there is any type of verification or validation by an independent third party regarding the compliance with such policies, restrictions, or requirements.
If applicable, include the report or opinion of said third party as an annex to this prospectus.
Mention whether the trust will have a technical committee, in which case, reveal the manner in which it will be integrated, indicating whether its members are independent.
In the case of titles with mortgage guarantee, the value of the assets granted as guarantee, a brief description of them, and the data of the current appraisal must be specified, as well as a summary of the most important data of the assets such as weighted average rate, number, average term, etc.
If the titles have fiduciary guarantee, a summary of the trust contract must be included.
b) Trust Assets
i) Description of the trust assets
Describe in general terms the nature and main characteristics of the assets, rights, or Securities entrusted.
Include information that allows identifying any relevant classification of said assets, rights, or Securities, such as degree of concentration, age, location, etc.
ii) Evolution of the trust assets, including their income
See ANNEX D
The information included will be as of the date of preparation of the prospectus and must cover at least 1 year of age or those available in case that a significant portion of the assets, rights, or Securities entrusted have a life less than that period.
Likewise, it must be indicated whether such information has been reviewed by any independent third party indicating the scope of its review.
Additionally, include the following:
· Criteria that assets or rights must meet to be ceded to the trust.
· Degree of concentration by type of asset, such as geographic zone or accredited.
iii) Contracts and agreements
A summary of the trust contract, as well as any other relevant contract for the operation, such as administration or operation, cession, among others, must be presented in a format that facilitates understanding.
In this section, the functions and responsibilities of each of the participants in the securitization operation must be clearly described, including, among others: the terms and conditions under which the administrator of the trust assets or whoever is entrusted with such functions must collect and provide to the trustee, any flow coming from the assets, rights, or Securities entrusted, as well as those related to the custody and safeguarding procedure of the documents that support the entrusted assets in question.
iv) Judicial, administrative, or arbitral proceedings
Briefly describe any pending legal proceedings against the originator, administrator of the trust assets or whoever is entrusted with such functions, trustee, as well as any other third party that is relevant to the holders of the Securities.
Include similar information for any proceeding of which there is knowledge and that may be executed by governmental authorities.
c) Future Estimates
In this section, estimates regarding the future performance of the trust assets must be included, during the term of the simplified issuance, as well as the possible payment scenarios of such assets, providing an explanation of how they were determined and the assumptions used to prepare them.
Likewise, warn about the possible risks that the estimates may not be met and clarify that they were made with the information available at the time of the simplified issuance, which may change and therefore, the actual behavior may differ, to a greater or lesser extent, from such estimates.
In the event that the trust can make additional simplified issuances under the same assets, a warning must be included regarding the risk derived from the fact that said assets may be used to liquidate all simplified issuances made.
Include estimates regarding the expected performance of the assets presented in a tabular or graphic format, in case such format helps to a better understanding.
Such information may include among other data: estimated outstanding balances of the assets, rights, or Securities for the closing of each projected period, where the periods must be of a magnitude appropriate to the term of the simplified issuance; estimated number of assets at the beginning and closing of each period and estimates regarding the income that the trust will receive in each period coming from said assets, rights, or Securities, including ordinary interest payments, delinquent interest payments, scheduled principal payments, and early principal payments; estimates regarding the number and amount of delays, early payments, and cases of default of the assets in each projected period and estimated weighted average interest rate of the portfolio.
Include also any possible relevant expected change in the composition of the asset portfolio and its reason, such as: modifications derived from revolving in the asset portfolio, substitutions or repurchases of assets.
In this regard, clearly detail the assumptions under which such relevant changes may occur.
The information referred to in this section will not be applicable, in the case of titles in which holders are not granted the right to receive the payment of capital, and in its case, interest or any other amount on the same terms as a liability and therefore not considered as a debt instrument.
d) Trustees or Originators
In this section, regarding the trustee or originator of the assets, a description, to the extent considered relevant, of their experience in securitizations, the process of origination of the assets affected in trust, as well as information regarding the performance of other Securities backed by the same type of assets including any default or delay in their payment, must be included.
e) Relevant Debtors
When the fulfillment of the obligations of the trust depends totally or partially on a single debtor or debtors, provide, regarding each debtor or debtors, the information referred to in the sections: the securitization operation, financial information and administration of ANNEX D and that is considered relevant to evaluate the credit risk of the debtor or debtors in question.
f) Administrators of the trust assets or whoever is entrusted with such functions
Include the name of the administrator of the trust assets or whoever is entrusted with such functions, rights, or Securities entrusted and a brief description of their form of organization.
Likewise, include to the extent considered relevant, the following:
· Information regarding their experience as administrator of the trust assets or whoever is entrusted with such functions and the procedures they use when performing the administration or operation functions for the type of assets, rights, or Securities entrusted, such as collection systems, distribution of flows coming from the assets, subcontracting of services, systems for generating reports, among others.
· Size, composition, and growth of all assets, rights, or Securities that they administer or operate, and that are similar to those that make up the trust assets.
· Relevant changes in the last three fiscal years to their policies or procedures applicable to the administration or operation activities that they will perform for the type of assets, rights, or Securities entrusted.
In the event that the trust has a master administrator, include an explanation of the administration structure, as well as the functions and responsibilities of each of the participants in said structure, identifying the name and percentage of the portfolio that each of the primary administrators administers.
g) Other third parties obligated with the trust or the holders of the Securities
When there are other third parties obligated with the trust or the holders of the Securities such as guarantees, guarantors, counterparties in financial derivative or hedging operations, credit supports, among others, at least the following information must be included regarding each third party in question:
· Corporate name and trade name or, in its case, name of the natural person, as well as a description of the business in which they participate.
· Terms and conditions of their obligations including the manner and/or procedures to make them enforceable.
· Any other information that is considered relevant to evaluate the credit risk of the third party in question.
See ANNEX D, additionally, selected financial information of the Simplified Issuer or of the Trust as of the last available quarter and the comparative with the same period of the previous year will be presented.
Likewise, in the case of Securities backed by assets, in the event that the trust has assets prior to the issuance of Securities, the information referred to in ANNEX D, subsection C), numeral 4 must be included.
a) External Auditors
See ANNEX D
In the case of Securities backed by assets, mention and describe any opinion of an independent expert that has been issued to comply with the requirements and characteristics of the operation, indicating the sense of said opinion and the period covered.
b) Transactions with related parties and conflicts of interest
See ANNEX D
c) Administrators and shareholders
See ANNEX D
d) Bylaws and other agreements
See ANNEX D
Likewise, a summary of the clauses of the bylaws and of the trust contracts that are most important must be presented and the manner in which ordinary and extraordinary general assemblies of shareholders and holders will be convened must be mentioned, including the conditions to participate in them.
In the case of Foreign Issuers:
e) Other corporate governance practices
See ANNEX D
In the case of guaranteed or backed issuances, at least the following information of the guarantee or guarantor must be included, except in the case of subsidiaries of the Simplified Issuer, in which case, the amount of their total assets, equity capital, sales, and operating profit must be revealed for each one, according to the last financial statements audited by an external auditor, except when all subsidiaries have signed as guarantors:
· Corporate name and trade name or, in its case, name of the natural person, as well as a description of the business in which they participate.
· The Financial Statements.
· Any other information that is considered relevant to evaluate the credit risk of the guarantee or guarantor in question.
The prospectus must be signed by:
" We, the undersigned, as special delegates of the board of directors, declare under oath that the present prospectus was reviewed by the board of directors based on the information presented to it by executives of the Simplified Issuer, and to the best of our knowledge and belief, it reasonably reflects the situation of the same, being in agreement with its content. Likewise, we 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 induce investors to error. "
Public limited companies that have a committee that exercises functions in matters of audit under the terms of the Securities Market Law, in addition to the previous legend, a second paragraph must be incorporated, in the following terms:
" Finally, we, the undersigned, ratify the opinion rendered to the general assembly of shareholders regarding the report that the general director, under the terms of the Securities Market Law, presented to said assembly, which is included in the prospectus, and we declare that it is the same that was rendered before the general assembly of shareholders, in conformity with said legal provision. "
" The undersigned ratifies the opinion that is included in the prospectus and declares under oath that it is the same that was rendered before the assembly of shareholders, in conformity with article 166 of the General Law of Commercial Societies. "
" 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 prospectus, 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 prospectus or that it contains information that could induce investors to error. "
" The undersigned declares under oath that their represented party, in their capacity as Placement Intermediary, has carried out the investigation, review, and analysis of the business of the Simplified Issuer, as well as participated in the definition of the terms of the public offer and that to the best of their knowledge and belief, said investigation was carried out 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 induce investors to error. Likewise, their represented party agrees to concentrate their efforts in achieving the best distribution of (the corresponding Securities) subject of the public offer, with a view to achieving adequate price formation in the market and that they have informed the Simplified Issuer of the sense and scope of the responsibilities that they must assume before the investors, the competent authorities, and other participants in the securities market, as a company with securities registered in a simplified manner in the National Registry of Securities and in the Stock Exchange.
Their represented party agrees to concentrate their efforts in achieving the best distribution of (the corresponding Securities) only among institutional and qualified investors, with a view to achieving adequate price formation in the market and that they have informed the Simplified Issuer of the sense and scope of the responsibilities that they must assume before the investors, the competent authorities, and other participants in the securities market, as a Simplified Issuer with Securities registered in the National Registry of Securities 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 Simplified Issuer, in the definition of the price range of the shares subject of the public offer, taking into account the characteristics of the society, as well as the comparative indicators with companies of the same branch or similar, and attending to the various factors that have been judged convenient for its determination, in the understanding that the "
placement price may vary from the established range, depending on the levels of supply and demand for the shares and the conditions prevailing in the securities market on the placement date.
"I hereby declare under oath that the Financial Statements contained in this prospectus for the years (include the years to which said Financial Statements refer) were audited (it may be clarified that they were reviewed) dated (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). Likewise, I declare that I have read this prospectus and based on my reading and within the scope of the audit work performed, I am not aware of any material errors or inconsistencies in the information included and whose source derives from the audited (or reviewed) Financial Statements indicated in the previous paragraph, nor of information that has been omitted or falsified in this prospectus, or that the same contains information that could mislead investors. However, I was not hired, and did not perform additional procedures for the purpose of expressing an opinion regarding the remaining information contained in the prospectus that does not derive from the audited (or reviewed) Financial Statements."
The above legend must be signed by the representative, attorney-in-fact, or agent of the corporate 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 whom Financial Statements are included within the prospectus.
"I hereby declare under oath that to the best of my knowledge and belief, the issuance and placement of the Securities complies with the laws and other applicable legal provisions. Likewise, I declare that I am not aware of any relevant legal information that has been omitted or falsified in this prospectus or that the same contains information that could mislead investors."
"I hereby declare under oath that my 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 my knowledge and belief, reasonably reflects its economic and financial situation."
"I hereby declare under oath that my represented party, in its capacity as trustee, prepared the information regarding the trust agreement contained in this prospectus, which, to the best of my knowledge and belief, reasonably reflects the terms and conditions agreed upon. Likewise, I declare that, within the scope of the activities for which my represented party was hired, it is not aware of any relevant information that has been omitted or falsified in this prospectus or that the same contains information that could mislead investors."
"We hereby declare under oath that, within the scope of our respective functions, we prepared the information regarding the assets, rights, or Trusted Securities in its case, as well as the financial information of the settlor or of whoever contributes 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 are not aware of any relevant information that has been omitted or falsified in this prospectus or that the same contains information that could mislead investors."
"I hereby declare under oath that my represented party, in its capacity as common representative, reviewed the financial information regarding the trust estate (if any), as well as that related to the issued Securities, the applicable contracts, and the collection of the assets, rights, or Trusted Securities (if applicable), 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 my knowledge and belief, reasonably reflects its situation.
"I hereby declare under oath that my represented party, in its capacity as arranger, has carried out the investigation, review, and analysis of the business of the Simplified Issuer or the trust estate, as well as has participated in the definition of the terms, conditions, or structure of the Securities. Likewise, my represented party is not aware of any relevant information that has been omitted or falsified in this prospectus or that the same contains information that could mislead investors."
ANNEX C Instruction for the preparation of the Annual Report of Simplified Issuers Level I
This instruction includes the annual information disclosure requirements to which Simplified Issuers must adhere to maintain their Registration in the Register. Simplified Issuers that have only obtained Simplified Registration of debt instruments with a term of less than or equal to one year will not have the obligation to present this report. If certain requirements are not applicable to the specific business of the Simplified Issuer, it will not be necessary to present information on that particular requirement; however, depending on the case, equivalent information must be provided. Likewise, if certain information required in any item of this instruction has been included in another chapter of the annual report, it will not be necessary to include it again, only a reference to the chapter where it is found must be made.
In the preparation of the annual report, clear language and easy comprehension must always be used, avoiding technical terms or complicated legal formalisms that cannot be easily understood by a person who does not have specialized knowledge in the subject matter. Likewise, superlative terms and value judgments must be avoided; however, if deemed necessary, they must be adequately justified.
The annual reports referred to in this annex may omit the following information: · Other Securities · Distribution channels · Patents, licenses, trademarks, and other contracts · Main customers · Applicable legislation and tax situation · Human resources · Environmental performance · Financial information by business line, geographic zone, and export sales · Relevant credit report · Critical accounting estimates, provisions, or reserves · External auditors · Bylaws and other agreements
A) RELEVANCE PRINCIPLE In addition to the information explicitly required in the various subsections contained in this instruction, all relevant information must be provided. This principle must be followed at all times in the preparation of the Annual Report when determining the depth and breadth with which the various topics established in this instruction must be developed. It is the responsibility of the Simplified Issuer, as well as of the persons who sign the document, to determine what information is relevant in the context of the particular characteristics of each Simplified Issuer. When determining what information is relevant, both quantitative and qualitative factors must be taken into account. The annual report must include the information known as of the date closest possible to its submission, except in cases where a specific date or period is specified. The Exchanges may require the inclusion of information in addition to or substitution of the information required in this instruction when the disclosure thereof to investors is considered necessary.
B) EXTERNAL INFORMATION SOURCES AND EXPERT DECLARATIONS When a report, statistic, or other information contained in the annual report has been obtained from a public information source, it must be cited, and when the information comes from an expert, a declaration must be included indicating that said information has been included with the consent of the person.
C) DENOMINATION OF CURRENCY All figures presented must be expressed in the same currency as the Financial Statements, unless otherwise indicated in the annual report. In the case of figures denominated in foreign currency, when the Simplified Issuer considers it appropriate to present a conversion of said figures to Mexican pesos, the exchange rate on the date of the last period presented or that corresponding according to the applicable accounting regulations must be used. In any case, the exchange rate used to convert the figures to Mexican pesos must be indicated. Likewise, the date of the exchange rate(s) used, as well as the official source and technical specifications thereof (for example, closing rate, average, etc.) must be indicated. Likewise, the type of conversion used must be indicated, and in case the current exchange rate of the date of the last period presented was chosen, clarify that such conversion was made solely for the purpose of facilitating reading and understanding for investors, mentioning that these should not be interpreted as declarations that the amounts in the currency used to prepare the Financial Statements really equate to those amounts in Mexican pesos or that they can be converted to Mexican pesos according to the indicated exchange rate.
INFORMATION REQUIRED IN THE ANNUAL REPORT A) COVER PAGE OF THE ANNUAL REPORT · The cover page of the annual report must contain the following information: · Logo of the Simplified Issuer. · Name of the Simplified Issuer. · Address of the Simplified Issuer. · Specification of the characteristics of the titles in circulation (class, series, type, the name of the Exchanges where they are registered, etc.). · Quotation key. · The mention that the Securities of the Simplified Issuer are registered in the Register. · The legend referenced in article 86 Bis, second paragraph of the Law, which indicates that: "The Simplified Registration in the Register does not imply certification regarding the merit of said titles or regarding the solvency, liquidity, credit quality, or future performance, by the Commission, as well as that the simplified issuer will not be supervised by the Commission by virtue of the aforementioned registration, even if it is subject to supervision by any other circumstance." . · The legend referenced in article 79, last paragraph of the Law, which indicates that: "By virtue of the foregoing, the content, accuracy, truthfulness, and timeliness of the information and documentation correspond to the exclusive responsibility of the persons who sign them, and does not imply certification nor opinion or recommendation of any kind from the Commission, the Placement Intermediary, or the Exchange in question, regarding the solvency, liquidity, or credit quality of the issuer or the merit of the Securities." . · The mention that the Commission will not supervise the Simplified Issuer nor the Securities subject to the Simplified Registration. · The legend "Annual Report presented in accordance with the General Provisions Applicable to Simplified Issuers and Securities Subject to Simplified Registration" and what period is being presented (e.g.: year ended December 31, 2024). · Number of series in which the issuance is divided, if applicable. · Issue date. · Maturity date. · Term of the issuance. · Interest and calculation procedure. · Frequency of interest payments. · Place and form of payment of interest and principal. · Subordination of the titles, if applicable. · Amortization and early amortization, if applicable. · Guarantee, if applicable. · In case of having it, rating granted by a rating agency (the meaning given by the rating must be included). · Common representative. · Custodian. · Fiscal regime. · The policy that the Simplified Issuer will follow in decision-making regarding changes in control during the validity of the issuance, considering the participation of holders, if applicable. · The policy that the Simplified Issuer will follow in decision-making regarding corporate restructurings, including acquisitions, mergers, and spin-offs during the validity of the issuance, considering the participation of holders, if applicable. · The policy that the Simplified Issuer will follow in decision-making regarding sale or constitution of liens on essential assets, specifying what this concept will include during the validity of the issuance, considering the participation of holders, if applicable.
B) INDEX On the first page of the annual report, an index of its content must be incorporated, according to the following:
GENERAL INFORMATION a) Glossary of terms and definitions. b) Executive summary. c) Risk factors. d) Other Securities. e) Significant changes to the rights of Securities registered in the Register. f) Use of proceeds, if applicable. g) Public documents.
THE SIMPLIFIED ISSUER a) History and development of the issuer. b) Business description. i) Main activity. ii) Distribution channels. iii) Patents, licenses, trademarks, and other contracts. iv) Main customers. v) Applicable legislation and tax situation. vi) Human resources. vii) Environmental performance. viii) Market information. ix) Corporate structure. x) Description of its main assets. xi) Judicial, administrative, or arbitral proceedings.
FINANCIAL INFORMATION a) Selected financial information. b) Financial information by business line, geographic zone, and export sales c) Relevant credit report d) Management's comments and analysis on the operating results and financial situation of the Simplified Issuer. i) Operating results. ii) Financial situation, liquidity, and capital resources. iii) Internal control. e) Critical accounting estimates, provisions, or reserves.
ADMINISTRATION a) External auditors. b) Transactions with related parties and conflicts of interest. c) Administrators and shareholders. d) Bylaws and other agreements. In the case of foreign issuers, additionally: e) Other corporate governance practices.
SURETY OR GUARANTEE INFORMATION
RESPONSIBLE PERSONS
ANNEXES
C) INFORMATION THAT THE CHAPTERS OF THE ANNUAL REPORT MUST CONTAIN
b) Executive summary An executive summary regarding the Simplified Issuer, its financial situation (including a summary of the financial information), and the behavior of its titles in the securities market must be presented.
c) Risk factors The Simplified Issuer must explain the factors that may significantly affect the performance and profitability of the company, as well as those capable of influencing the price of its Securities. It is recommended that they be ordered based on the importance they represent for the Simplified Issuer. Likewise, the Simplified Issuer must not present risk factors that could apply to any Simplified Issuer or to any offering. In this sense, the information provided must refer to factors such as the following: risks of the current strategy, situations relative to the countries in which it operates, absence of profitable operations in recent periods, financial position of the Simplified Issuer, dependence or expiration of patents, registered trademarks, or contracts, acquisition of assets other than those in the normal course of business of the Simplified Issuer, expiration of supply contracts, defaults on the payment of bank and stock exchange liabilities or restructurings thereof, possible entry of new competitors, possible over-demand or oversupply in the market or markets where the issuer participates, vulnerability of the Simplified Issuer to changes in interest rates or exchange rates, use of different financial reporting standards than those required by these provisions, off-balance sheet transactions, dependence on key personnel (administrators), dependence on a single business segment, impact of changes in government regulations, possible volatility in the price of shares, possible non-compliance with listing maintenance requirements and/or Simplified Registration in the Register, absence of a market for the registered Securities, environmental issues related to its assets, inputs, products, or services, impact of changes in regulation and international agreements on environmental matters, existence of credits that oblige the Simplified Issuer to maintain certain proportions in its financial structure, etc. The information appearing in this section is presented by way of example, and is in no way limiting. The objective of this section is to summarize important factors that may be exposed in greater detail elsewhere in the annual report.
d) Other Securities The Simplified Issuer
simplified
shall
reveal
if
it
has
or
does
not
have
other
Securities
registered
in
the
Registry
or
listed
in
other
markets,
as
well
as
the
type
of
public
reports
it
sends
to
the
regulatory
authorities
and
to
the
corresponding
Stock
Exchanges,
on
a
periodic
and
continuous
basis.
In
the
same
way,
the
periodicity
with
which
the
aforementioned
information
is
delivered
to
the
regulatory
authority
or
to
the
Stock
Exchanges
where
the
Securities
trade
shall
be
mentioned,
as
well
as
the
reported
periods
(for
example,
current
quarter
versus
previous
quarter,
current
quarter
versus
the
same
quarter
of
the
previous
year,
etc.).
Likewise,
it
shall
inform
whether
it
has
delivered
in
a
complete
and
timely
manner
in
the
last
2
fiscal
years
the
reports
that
Mexican
and
foreign
legislation
require
them
to
submit
regarding
material
events
and
periodic
information.
e)
Changes
to
the
Rights
of
Securities
Registered
in
the
Registry
The
general
effect
of
any
modification
that
has
been
made
to
the
rights
of
any
class
of
Security
that
the
Simplified
Issuer
has
registered
in
the
Registry
shall
be
described,
including
that
derived
from
the
issuance
or
modification
of
any
other
class
of
Securities.
In
the
event
that
any
asset
that
has
been
used
to
guarantee
the
issuance
of
any
Security
registered
in
the
Registry
has
been
withdrawn,
substituted,
or
replaced,
the
following
information
shall
be
provided:
·
Name
of
the
simplified
issuance.
·
Brief
description
of
the
withdrawn,
substituted,
or
replaced
assets.
·
Indicate
the
clause
of
the
issuance
indenture
that
permits
the
modification,
substitution,
or
replacement.
f)
Destination
of
the
Funds,
where
applicable
In
the
first
annual
report
presented
after
the
Simplified
Registration
of
the
Securities
of
the
Simplified
Issuer
in
the
Registry,
the
application
that
has
been
made
up
to
that
point
of
the
resources
derived
from
the
Public
Offering
shall
be
provided.
In
the
event
that
resources
remain
to
be
applied,
these
shall
be
detailed
in
the
subsequent
annual
reports,
until
the
entirety
of
the
resources
are
applied.
In
the
event
that
the
destination
of
the
funds
has
varied
from
that
specified
in
the
placement
prospectus,
an
explanation
regarding
this
shall
be
provided.
g)
Public
Documents
The
Simplified
Issuer
shall
mention
whether
copies
of
this
document
will
be
granted
at
the
investor's
request,
providing
the
name,
address,
and
telephone
number
of
the
person
to
whom
investors
should
direct
their
requests.
It
shall
also
indicate
the
public
information
that
was
delivered
to
the
Stock
Exchanges
and
that
is
available
to
investors,
as
well
as
the
name,
telephone,
and
electronic
of
the
person
responsible
at
the
Simplified
Issuer
in
charge
of
investor
and
analyst
relations.
Where
applicable,
the
necessary
information
for
accessing
the
Internet
page
of
the
Simplified
Issuer
shall
be
provided.
THE
SIMPLIFIED
ISSUER
a)
History
and
development
of
the
Simplified
Issuer
In
this
chapter,
the
following
information
shall
be
provided:
·
Corporate
name
and
trade
name
of
the
Simplified
Issuer.
·
Date,
place
of
incorporation,
and
duration
of
the
Simplified
Issuer.
·
Address
and
telephone
numbers
of
its
main
offices.
·
Description
of
the
evolution
that
the
Simplified
Issuer
and
its
subsidiaries,
if
any,
have
undergone,
emphasizing
in
particular
the
events
of
the
last
year,
providing
information
such
as
the
general
business
strategy
that
has
been
followed,
most
important
historical
events
such
as
mergers,
acquisitions,
or
asset
sales,
changes
in
the
way
the
business
is
managed,
changes
in
the
products
and
services
offered,
changes
in
the
corporate
name,
commercial
bankruptcy
or
insolvency,
judicial,
administrative,
or
arbitral
proceedings
that
have
had
any
significant
effect
on
the
financial
situation
of
the
Simplified
Issuer,
effect
of
laws
and
governmental
dispositions
on
the
development
of
the
business,
and
events
of
a
similar
nature.
·
Schematic
and
numerical
description
of
the
main
investments
that
have
been
made,
including
participations
in
other
companies
for
the
last
2
fiscal
years.
·
Indicate
any
offer
that
is
made
public
to
take
control
of
the
Simplified
Issuer,
or
made
by
the
Simplified
Issuer
to
take
control
of
other
companies,
during
the
last
fiscal
year.
The
price
and
conditions
of
the
offer
shall
be
established,
as
well
as
the
final
result.
b)
Description
of
the
Business
The
business
in
which
the
Simplified
Issuer
participates
shall
be
described,
as
well
as
the
business
strategies
it
has
followed.
When
describing
the
business,
the
following
topics
shall
be
included
to
the
extent
considered
relevant
for
its
understanding.
i)
Main
Activity
A
description
of
the
main
activities
of
the
Simplified
Issuer
shall
be
included,
showing
the
diverse
categories
of
products
sold
and/or
services
provided,
as
well
as
a
general
description
of
the
industrial
processes.
In
the
event
that
the
Simplified
Issuer
has
publicly
announced
the
launch
of
a
new
product
that
requires
a
considerable
investment,
the
development
stage
in
which
it
is
located
shall
be
described.
Likewise,
the
source
and
availability
of
raw
materials
by
business
line
shall
be
revealed,
including
the
name
of
the
main
suppliers
and
an
explanation
of
whether
the
prices
of
the
main
raw
materials
are
volatile
or
if
there
is
dependence
on
a
particular
supplier.
·
On
the
other
hand,
a
description
of
the
cyclical
or
seasonal
behavior
of
the
main
businesses
of
the
Simplified
Issuer
shall
be
provided,
if
it
exists.
In
the
same
way,
in
the
event
that
there
has
been
a
variation
in
the
ordinary
course
of
business
with
regard
to
working
capital,
the
practices
of
the
Simplified
Issuer
shall
be
described
(e.g.,
when
the
Simplified
Issuer
requires
maintaining
high
inventory
levels
to
satisfy
rapid delivery
requirements
or
when
the
company
has
given
its
customers
extensions
on
payment
terms).
Categories
of
similar
products
or
services,
or
individual
products
that
represent
10
%
or
more
of
the
total
consolidated
revenues
of
the
Simplified
Issuer
shall
be
presented,
for
each
of
the
last
2
fiscal
years,
indicating
the
amount
and
percentage
of
such
revenues.
Finally,
a
description
of
the
risks
or
effects
that
climate
change
may
have
on
the
business
of
the
Simplified
Issuer
shall
be
included,
such
as:
a
decrease
in
demand
associated
with
products
that
require
significant
greenhouse gas
emissions,
the
increase
in
demand
for
other
products
that
require
lower
emissions,
among
others.
Likewise,
the
current
or
potential
indirect
consequences
on
market
trends
that
the
issuer
may
face
derived
from
climate
change
shall
be
revealed.
ii)
Distribution
Channels
A
description
of
the
distribution
and
marketing
channels
of
the
Simplified
Issuer,
including
an
explanation
of
any
special
sales
method
(e.g.,
installment
sales).
iii)
Patents,
Licenses,
Trademarks,
and
Other
Contracts
Information
shall
be
provided
regarding
the
patents,
licenses,
trademarks,
franchises,
industrial
or
commercial
contracts,
or
financial
service
contracts
and
other
rights
owned
by
the
Simplified
Issuer
that
are
considered
important,
mentioning
their
duration
and
why
they
are
important
for
the
development
of
the
Simplified
Issuer.
Information
shall
also
be
provided
regarding
all
those
that
are
about
to
expire
and
regarding
policies
concerning
product
research
and
development
in
the
last
2
fiscal
years,
identifying
when
relevant,
the
amount
invested
in
these
activities.
Likewise,
a
summary
of
relevant
contracts,
different
from
those
related
to
the
normal
course
of
business,
that
the
Simplified
Issuer
has
signed
in
the
last
2
fiscal
years
shall
be
presented,
mentioning
the
expiration
date,
the
possibility
of
renewing
them,
and
indicating
to
what
extent
the
renewal
of
such
contracts
may
be
affected.
iv)
Main
Customers
It
shall
be
mentioned
whether
there
is
dependence
of
the
Simplified
Issuer
on
one
or
more
customers,
understanding
that
dependence
exists
when
the
loss
of
these
would
adversely
affect
the
operating
results
or
the
financial
situation
of
the
Simplified
Issuer.
In
the
same
way,
the
name
of
any
customer
and
its
relationship,
if
any,
with
the
Simplified
Issuer
and
its
subsidiaries
shall
be
incorporated,
provided
that
sales
to
that
customer
or
group
of
customers
represent
10
%
or
more
of
the
total
consolidated
sales
of
the
simplified
issuer.
v)
Applicable
Legislation
and
Tax
Situation
Description
of
the
effect
of
laws
and
governmental
dispositions
on
the
development
of
the
business,
as
well
as
of
the
special
tax
benefits
(subsidies,
exemptions,
and
others)
enjoyed
by
the
Simplified
Issuer
or
if
it
is
subject
to
any
special
tax.
Likewise,
the
relevant,
current,
or
potential
impact
of
any
law
or
governmental
disposition
related
to
climate
change
shall
be
indicated.
vi)
Human
Resources
Provide
the
number
of
people
employed
as
of
the
date
of
the
last
Financial
Statements
and
in
the
event
that
in
the
period
said
number
had
varied
considerably,
an
explanation
of
why
the
mentioned
variation
occurred.
It
shall
also
be
presented
the
percentage
of
employees
between
management
and
unionized,
and
a
description
of
the
relationship
that
is
maintained
with
the
union.
If
the
Simplified
Issuer
contracts
a
significant
number
of
temporary
employees,
the
number
of
people
hired
under
this
system
at
the
close
of
the
last
fiscal
year
shall
be
indicated.
vii)
Environmental
Performance
It
shall
be
mentioned
whether
the
Simplified
Issuer
has
an
environmental
policy,
if
it
has
or
intends
to
install
an
environmental
management
system,
if
it
has
any
environmental
certificate
or
recognition
either
by
the
competent
authority
or
by
a
duly
accredited
entity,
and
if
there
is
any
program
or
project
for
the
protection,
defense,
or
restoration
of
the
environment
and
natural
resources.
Likewise,
it
shall
be
explained
whether
the
activities
of
the
Simplified
Issuer
represent
a
considerable
environmental
risk.
Additionally,
the
relevant,
current,
or
potential
impacts
derived
from
climate
change
on
the
business
of
the
Simplified
Issuer
shall
be
revealed.
viii)
Market
Information
A
description
of
the
main
markets
in
which
the
Simplified
Issuer
participates,
including
its
market
share,
its
main
competitors,
as
well
as
the
positive
and
negative
aspects
of
its
competitive
position.
In
this
regard,
any
statement
regarding
this
shall
be
substantiated.
ix)
Corporate
Structure
If
the
Simplified
Issuer
is
part
of
a
corporate
group,
it
shall
present
its
integration
indicating
the
activities
of
the
Significant
Subsidiaries
and
its
position
within
the
same.
In
the
same
way,
in
the
case
of
shareholding
companies,
the
name,
percentage
of
capital
held,
and,
if
different,
the
proportion
of
voting
shares
shall
be
provided,
as
well
as
the
business
relationships
that
exist
with
the
significant
subsidiaries
listed
in
the
presented
fiscal
year
(e.g.,
asset
rental,
technical
and
financial
support,
transactions
between
both,
etc.).
When
it
is
considered
that
the
subsidiaries
are
not
significant
and
there
is
a
large
number
of
them,
the
Simplified
Issuer
may
report
only
the
total
number
of
them.
Likewise,
similar
information
shall
be
presented
for
the
case
of
affiliated
companies
and
the
participation
of
such
company
in
the
consolidated
net
result
of
the
issuer
when
it
is
greater
than
10
%|
A
subsidiary
shall
be
considered
significant
when
it
meets
any
of
the
following
conditions:
when
the
total
assets
of
the
subsidiary
in
question
exceed
10
%
of
the
total
assets
presented
in
the
consolidated
Financial
Statements
at
the
last
fiscal
year,
or
when
the
revenues
of
the
subsidiaries
exceed
10
%
of
the
total
consolidated
revenues.
x)
Description
of
the
Main
Assets
Information
relative
to
any
important
fixed
asset
of
the
Simplified
Issuer
shall
be
presented,
mentioning
its
size,
use,
location,
products
manufactured
in
them,
condition
in
which
they
are
found,
age,
installed
and
used
capacity,
whether
they
have
insurance,
whether
they
are
owned
or
rented
to
third
parties,
dimensions,
environmental
measures
affecting
the
use
of
these
assets,
etc.
The
Simplified
Issuer
shall
also
mention
whether
any
asset
has
been
granted
as
collateral
for
obtaining
any
credit,
the
type
of
asset
destined,
procedure
to
execute
such
collateral,
and
the
general
characteristics
of
the
credit
(amount,
rate,
term,
etc.).
With
respect
to
plans
to
build,
expand,
or
carry
out
improvements
in
the
facilities,
the
nature
and
reason
for
carrying
out
such
plans
shall
be
described,
the
way
in
which
the
project
will
be
financed,
and
the
expected
increase
in
productive
capacity.
xi)
Judicial,
Administrative,
or
Arbitral
Proceedings
It
shall
be
briefly
described
whether
there
is
currently
or
well,
the
high
probability
that
there
may
exist
in
the
future,
any
relevant
judicial,
administrative,
or
arbitral
proceeding,
that
is
different
from
those
that
form
part
of
the
normal
course
of
business,
in
which
the
Simplified
Issuer,
persons
related
to
it,
is
or
may
be
involved,
provided
that
such
proceeding
has
had
or
may
have
a
significant
impact
on
the
operating
results
and
the
financial
position
of
the
Simplified
Issuer.
Likewise,
the
court
or
administrative
instance
where
such
proceeding
is
taking
place,
the
date
on
which
it
was
filed,
and
whether
the
result
of
such
proceeding
has
had
or
may
have
a
relevant
adverse
effect
on
the
operating
results
and
the
financial
position
of
the
Simplified
Issuer
shall
be
mentioned.
If
there
is
more
than
one
judicial
proceeding
regarding
the
normal
course
of
business
of
the
Simplified
Issuer
that
individually
cannot
have
a
relevant
adverse
effect,
but
when
analyzed
in
conjunction
with
other
similar
cases
does,
the
relevant
information
regarding
this
shall
be
provided.
Additionally,
the
Simplified
Issuer
shall
reveal
if
it
is
in
any
of
the
scenarios
established
in
articles
9
and
10
of
the
Commercial
Bankruptcy
Law,
or
if
it
could
be
declared
or
has
been
declared
in
commercial
bankruptcy.
A
judicial,
administrative,
or
arbitral
proceeding
is
considered
relevant
if
it
is
estimated
to
represent
a
cost
or
benefit
of
at
least
10
%
of
the
assets
of
the
Simplified
Issuer.
FINANCIAL
INFORMATION
a)
Selected
Financial
Information
Selected
financial
information
shall
be
presented
in
comparative
columns
for
the
last
2
fiscal
years.
This
information
shall
be
provided
for
a
wider
period
when
it
is
considered
as
Relevant
Information.
The
purpose
of
this
information
is
to
highlight,
through
an
easy-to-read
format,
certain
trends
in
the
financial
situation
of
the
Simplified
Issuer
and
in
its
operating
results.
It
is
important
to
mention
that
the
information
presented
in
the
selected
financial
information
table
shall
comply
with
the
particular
characteristics
of
the
Simplified
Issuer.
In
this
regard,
information
such
as
the
following
shall
be
included:
net
sales
or
operating
revenues,
gross
(profit)
(loss),
operating
and
net
profit
(loss),
profit
(loss)
per
share,
acquisition
of
properties
and
equipment,
depreciation
and
amortization
of
the
year,
total
assets,
total
long-term
liabilities,
accounts
receivable
turnover,
accounts
payable
turnover,
inventory
turnover,
shareholders'
equity,
and
cash
dividends
declared
per
share.
On
the
other
hand,
those
factors
that
significantly
affect
the
comparability
of
the
data
presented
in
the
selected
financial
information
table,
such
as
changes
in
accounting,
mergers,
sale
of
companies,
etc.,
shall
be
briefly
mentioned,
or
where
applicable,
indicate
the
section
where
they
are
explained.
Likewise,
those
factors
or
uncertain
events
that
may
cause
the
information
presented
not
to
be
indicative
of
the
future
performance
of
the
simplified
issuer
shall
be
explained
or
the
section
where
they
are
explained
shall
be
indicated.
Financial
projections
are
not
recommended;
however,
the
Simplified
Issuer
that
decides
to
present
them
shall
adequately
justify
them
by
providing
an
explanation
of
how
the
projections
were determined,
the
assumptions
used
to
prepare
them,
and
the
risk
that
these
may
not
be
fulfilled.
b)
Financial
Information
by
Business
Line,
Geographic
Area,
and
Export
Sales
For
the
last
fiscal
year,
financial
information
for
each
relevant
business
line
and
by
geographic
area
shall
be
identified,
in
accordance
with
applicable
financial
reporting
standards.
Additionally,
export
sales
shall
be
revealed
on
a
consolidated
basis
or
by
geographic
area
when
it
is
considered
relevant
information,
indicating
the
amount
and
percentage
share
of
such
exports
relative
to
total
sales
for
the
last
fiscal
year.
In
the
event
that
it
is
considered
relevant,
such
information
shall
comprise
the
first
quarter
of
the
year
in
which
it
is
being
presented
and
of
the
previous
fiscal
year
for
the
same
comparable
period.
c)
Report
on
Relevant
Credits
A
report
of
the
relevant
credits
or
contingencies
and
their
priority
in
payment
shall
be
provided,
including
those
credits
or
debts
of
a
tax
nature.
At
least
those
credits
that
represent
10
%
or
more
of
the
total
liabilities
of
the
consolidated
Financial
Statements
of
the
Simplified
Issuer
at
the
last
fiscal
year
shall
be
included.
Likewise,
it
shall
be
indicated
whether
the
Simplified
Issuer
is
up
to
date
in
the
payment
of
principal
and
interest
of
the
aforementioned
credits.
Additionally,
any
additional
benefit
or
agreement,
as
well
as
causes
for
early
maturity,
that
is
granted
to
any
debt
security
issued
abroad
or
credit
of
any
nature,
that
is
different
from
those
established
in
the
issuances
carried
out
in
the
national
market,
shall
be
revealed.
d)
Comments
and
Analysis
by
Management
on
the
Operating
Results
and
Financial
Situation
of
the
Simplified
Issuer
In
this
section,
all
that
information
that
facilitates
the
analysis
and
understanding
of
the
important
changes
occurring
in
the
operating
results
and
in
the
financial
situation
of
the
Simplified
Issuer
shall
be
provided.
It
should
be
noted
that
the
information
that
shall
be
included
in
this
section
is
the
one
that
does
not
appear
clearly
in
the
Financial
Statements
of
the
Simplified
Issuer
(e.g.,
it
shall
not
only
be
mentioned
how
much
sales
or
costs
grew
or
declined,
but
the
reason
for
these
movements),
as
well
as
those
events
known
by
management
that
may
cause
the
reported
information
not
to
be
indicative
of
future
operating
results
and
the
future
situation
of
the
Simplified
Issuer.
Likewise,
any
economic,
tax,
monetary
policy,
or
political
and
social
factors
that
have
affected
or
may
come
to
affect
directly
or
indirectly
the
operation
of
the
Simplified
Issuer
or
the
investments
of
non-resident
holders
shall
be
briefly
described.
Likewise,
any
trend,
commitment,
or
known
event
that
may
or
is
going
to
affect
significantly
the
liquidity
of
the
Simplified
Issuer,
its
operating
results,
or
its
financial
situation
(e.g.,
future
salary
increases,
raw
materials
or
product
prices,
changes
in
market
share,
entry
of
new
competitors,
possibility
of
renewing
a
relevant
contract,
changes
in
legislation,
etc.)
shall
be
identified.
Additionally,
the
Simplified
Issuer
shall
identify
the
recent
behavior
in
production,
sales,
inventory
levels,
value
of
unfilled
orders
(backlog),
as
well
as
the
behavior
of
its
costs
and
sales
prices.
On
the
other
hand,
the
Simplified
Issuer
shall
inform
the
items
of
the
Financial
Statements
that
were expressed using indices other than the National Consumer Price Index of Mexico for the last 2 years, in which case it must be mentioned which index or reference factor was used.
The analysis and comments on financial information must refer to the following topics:
i) Operating Results Significant changes in sales, cost of sales, operating expenses, total financing cost, taxes, and net income corresponding to the last fiscal year must be explained, as well as a general explanation of the trend these accounts have shown in the last 2 fiscal years and the factors that have influenced these changes. Explain to what extent increases in sales (if any have occurred) are attributable to price increases and to what extent they are attributable to volume increases or sales of new products. If considered relevant, the impact of inflation and exchange rate fluctuations must be explained, as well as the manner in which loans or investments in foreign currency are covered with export sales and other foreign exchange hedging instruments.
ii) Financial Situation, Liquidity, and Capital Resources In this section, the Simplified Issuer must provide the following information:
· Description of internal and external sources of liquidity, as well as a brief description of any important source of resources not yet used, including the nature of any restriction agreed with subsidiaries to transfer resources to the Simplified Issuer.
· Information on the level of indebtedness at the end of the last 2 fiscal years, as well as the seasonality of credit requirements and available credit lines. In this regard, information must be provided on the profile of incurred debt, indicating whether it is at a fixed or variable rate, as well as the financial instruments used, amortization frequency and method of the securities, and, where applicable, causes and treatment of early amortization, additionally considering if the following aspects could be considered causes thereof:
· Description of the policies governing the treasury of the Simplified Issuer, as well as the currencies in which the Simplified Issuer maintains cash or temporary investments as of the most recent date.
· To the extent considered relevant, information must be provided on tax credits or liabilities that the Simplified Issuer holds as of the last fiscal year, indicating whether they are current in payment.
· Information regarding relevant capital investments committed to at the end of the last fiscal year, as well as the details associated with such investments and the source of financing necessary to carry them out.
The Simplified Issuer must explain the changes that occurred in the main balance sheet accounts of the last fiscal year, as well as a general explanation of their trend in the last 2 fiscal years. In this regard, the use of financial ratios is recommended to achieve a better understanding of changes in the financial situation. Additionally, the Simplified Issuer must indicate if there are any relevant transactions not recorded in the general balance sheet or income statement, mentioning the basis for not recording such operations, and revealing the risk and future effect they might represent for its financial situation or results.
iii) Internal Control The Simplified Issuer must disclose whether it has an internal control system and, if so, include a brief description of it and of the body or official responsible for establishing it. Internal control is understood as the system that provides reasonable assurance that transactions are carried out and recorded in accordance with what is established by management, as well as with general guidelines, criteria, and financial information standards applicable.
iv) Critical Accounting Estimates, Provisions, or Reserves The Simplified Issuer must mention critical accounting estimates, provisions, or reserves, understanding a critical accounting estimate, provision, or reserve as any approximation made by the management of an element, item, or account in the Financial Statements, which requires the Simplified Issuer to establish assumptions about probable aspects that can be reasonably estimated. Additionally, it must be reported whether the Financial Statements will be significantly affected by changes in estimates, provisions, or reserves that may occur. For each critical estimate, provision, or reserve, the following must be presented at a minimum:
· A description of the estimate, provision, or reserve. · Description of the methodology used to determine them. · Description of the assumptions supporting them. · Description of events that may occur and that could affect the methodology or assumptions used in a relevant manner.
a) External Auditors Any change of external auditors that has occurred in the last 2 fiscal years must be mentioned, indicating if they resigned or were removed by the Simplified Issuer, as well as the reason for such resignation or dismissal. On the other hand, it must be specified if in the last 2 fiscal years the external auditors have issued a modified or unfavorable opinion, that is, a qualified opinion, adverse opinion (or disclaimer of opinion) regarding the Financial Statements of the Simplified Issuer. Likewise, the procedure followed to appoint external auditors must be revealed, and the services that would have been provided to the Simplified Issuer for concepts other than auditing during the year presented, amount paid for such services, and the percentage that represents of the total expenditures made to the audit firm in which the external auditor works, must be briefly described.
b) Transactions with Related Parties and Conflicts of Interest In this section, those relevant transactions or credits that have been carried out in the last 2 fiscal years and up to the date of presentation of this report, between the Simplified Issuer and related parties to it, must be described, indicating if they were carried out under market conditions. In addition, operations that are entered into with companies over which the Simplified Issuer holds 10% or more of the shares with voting rights or shareholders who hold such percentage in the Simplified Issuer must be made known. Likewise, any other transaction that, in terms of applicable accounting standards, is considered as transactions with related parties must be included.
c) Directors and Shareholders Regarding the board of directors, the number of members that compose it (full and alternate), the type of directors (independent or non-independent), their names, the manner in which they are appointed, functions, and the powers of the board of directors must be mentioned. Likewise, the dates and types of general shareholder meetings in which they were appointed and the period for which they were elected must be mentioned. Additionally, the following information must be provided, both for directors and relevant executives: name, sex, position, time spent working at the Simplified Issuer, companies where they are collaborating as principal executives or as members of the board of directors, indicating if such companies have any type of relationship with the Simplified Issuer and any other information necessary to know their professional capacity. Furthermore, the following information must be provided if considered relevant: age, highest level of education, and companies where they have collaborated as relevant executives or as members of the board of directors. In case of kinship by blood or affinity up to the fourth degree or civil, including their spouses, concubines, or concubinaries, between any director or relevant executives, this must be explained. Likewise, the composition by sex, in percentage terms, of the total of relevant executives and directors must be made known, indicating with respect to the latter their type and if they are full or alternate. Likewise, it must be indicated if the Simplified Issuer has any policy or program that promotes labor inclusion without distinction of sex in the composition of its governing bodies and among its employees and, if so, describe it, including if it was, if applicable, authorized by any governing body and if there is, if applicable, any person responsible for its compliance. The name, denomination, or trade name of the following natural or legal persons must be provided, identifying the circumstance in which they fall: a) Beneficial shareholders of more than 10% of the share capital of the Simplified Issuer. b) Shareholders who exercise significant influence. c) Shareholders who exercise control or command power. If through a group of persons, in terms of the Law, any of the aforementioned circumstances is reached, such group must be identified, as well as the natural person considered as the main beneficial shareholder that is part of it. Additionally, the name and aggregate shareholding of relevant directors and executives in the Simplified Issuer who have an individual holding greater than 1% and less than 10% must be revealed. When the information on the ownership of the aforementioned shares does not present any change, its disclosure in the annual report may be omitted, provided that, in substitution, reference is made to the public document in which such information can be consulted. In case that significant changes have occurred in the last 2 years, in the percentage of ownership maintained by the current principal shareholders, this fact must also be revealed. On the other hand, it must be indicated if the Simplified Issuer is controlled, directly or indirectly, by another company, by a foreign government, or by any other natural or legal person and, if so, provide the names, as well as a brief description of the nature of such control, command power, or significant influence, including the amount and proportion of capital with voting rights. Likewise, it is necessary to describe any commitment, known by the Simplified Issuer, that could signify a change in control of its shares. For the purposes of what is provided in this section, a beneficial shareholder is understood as any person who, regardless of whether they are registered as the holder of the shares, enjoys the rights that these confer upon them. These benefits include the power to exercise voting rights, the sale of the shares, or receiving the economic benefits derived from them. Likewise, those shares that the natural or legal person may acquire in a period of less than 60 days by any agreement or option must be considered. Likewise, beneficial shareholders must be considered those persons who hold their Securities through 1 or more trusts, brokerage firms, legal advisors, or other intermediaries, or through companies over which they exercise control, which means the direct or indirect power to direct the administration and policies of the society. The total amount that represents together the benefits of any nature that were received from the Simplified Issuer during the last fiscal year by the persons who integrate the board of directors, relevant executives, and individuals who have the status of related persons must be made known. On the other hand, the total amount provided, or accumulated by the Simplified Issuer, for pension, retirement, or similar plans, for the aforementioned persons must be provided. Likewise, a description of the type of compensations and benefits that the aforementioned persons collectively receive from the Simplified Issuer must be provided. Likewise, agreements or programs for the benefit of the members of the board of directors, relevant executives, or employees of the issuer that allow them to participate in its share capital must be mentioned, describing in detail their rights and obligations, including the mechanics for the distribution of shares and the determination of the prices at which they will be distributed. Additionally, the Simplified Issuer must mention the committee or committees constituted to assist the board of directors in its functions, briefly describing them. Likewise, the names of the members that compose them must be cited, as well as if such committee(s) has(have) at least one member who is a financial expert, and in case of not having the latter, the reasons must be reported. A financial expert is understood as a person who has extensive experience as an external auditor, accountant, finance director, comptroller, or person who performs similar functions. Information relative to the possible existence of intermediate administrative bodies must also be provided, including the name of their members, their relationship with the Simplified Issuer, and a summary of the operational bases of such bodies. In case that the Simplified Issuer does not have these bodies, a mention to this effect must be made. Likewise, the Simplified Issuer must disclose whether it has codes of conduct applicable to the board of directors and relevant executives and, if so, include a summary of the main guidelines provided in such codes of conduct.
d) Articles of Association and Other Agreements The power of the board of directors to establish compensation plans for executives and directors, as well as to make decisions regarding any other matter in which they may have a personal interest, must be indicated. A summary of the clauses of the articles of association must be presented and the modifications that have been made, if any, with respect to the last reported fiscal year must be indicated. Likewise, any agreement that has the effect of delaying, preventing, deferring, or making more onerous a change in the control of the Simplified Issuer must be described. In the case of foreign issuers, additionally:
e) Other Corporate Governance Practices In case that the Simplified Issuer adheres to any corporate governance code, a brief description of it must be included. In case that it does not adhere to any, a declaration to that effect must be included. Likewise, other corporate governance practices that are considered relevant must be indicated, such as:
· Existence of committees or persons in charge of corporate governance and/or audit functions. · Minimum frequency and average of board of directors meetings. · Access to the information of the Simplified Issuer by directors for decision-making. · Existence of an internal audit area.
· The denomination of each Market Maker that has provided its services during the immediate preceding year. · The identification of the Securities with which each Market Maker operated: type of security, quotation key (issuer and series), International Securities Identification Number, Committee on Uniform Securities Identification Procedures Code ISIN / CUSIP respectively, etc. · The start of validity, extension, or renewal of the contract with the Market Maker in question, the duration of this, and, if applicable, the termination or rescission of the corresponding contracts. · The description of the services provided by the Market Maker; as well as the general terms and conditions of contracting, in the case of current contracts. · The general description of the impact of the Market Maker's action on the levels of operation and in the prices of the Simplified Issuer's Securities with which such intermediary operates.
· Corporate name and trade name or, if applicable, the name of the natural person, as well as a description of the business in which they participate. · The Financial Statements. · Any other information that is considered relevant to evaluate the credit risk of the guarantee in question.
The general manager and the heads of the finance and legal areas, or their equivalents, of the Simplified 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 Simplified Issuer contained in this annual report, 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 annual report or that it contains information that could mislead investors. "
The representative, agent, or attorney-in-fact of the legal person that provides the 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 that they audit, as well as any other financial information that is included in the annual report, the source of which comes from the Financial Statements audited by them, alongside the following legend: " The undersigned declares under oath that the Financial Statements contained in this annual report for the 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). Likewise, he/she declares that he/she has read this annual report and based on his/her reading and within the scope of the audit work performed, he/she 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 it contains information that could mislead investors. Nevertheless, 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 annual report that does not come from the Financial Statements audited by him/her. "
The legal representative of the guarantor who has sufficient general or special power to obligate them, in the case of issuances that have a guarantee, alongside the
legend
next:
" I, the undersigned, hereby declare under oath to tell the truth, that my representative, in their capacity as guarantor or surety of the issuance, prepared the information regarding the guarantor or surety contained in this prospectus, which, to the best of their knowledge and belief, fairly reflects their economic and financial situation. "
ANNEXES Audited financial statements and opinions from the audit committee and auditor's reports, where applicable. As well as the auditor's report for the fiscal years in which said committee did not render its opinion and the audited financial statements by an external auditor for the last social fiscal year on a comparative basis with the previous period, adhering to what is established in these provisions for their preparation.
ANNEX D Instructions for the Preparation of the Annual Report for Simplified Issuers Level II and Simplified Share Issuers.
This instruction includes the annual information disclosure requirements that Simplified Level II Issuers and Simplified Share Issuers must adhere to in order to maintain their Registration in the Register. Simplified Issuers that have only obtained Registration for debt instruments with a term less than or equal to one year or shares shall not have the obligation to present this report. In cases where certain requirements are not applicable to the specific business of the Simplified Issuer, it will not be necessary to provide information on that particular requirement; however, depending on the case, equivalent information must be provided. Similarly, if certain information required in any section of this instruction has been included in another chapter of the annual report, it will not be necessary to include it again; it will suffice to make reference to the chapter in which it is located. In the preparation of the annual report, a clear and easy-to-understand language must always be used, avoiding technical terms or complex legal formalisms that cannot be easily understood by a person who does not have specialized knowledge in the subject matter. Likewise, superlative terms and value judgments should be avoided; however, if deemed necessary, they must be adequately justified. The annual report must include the information known at the date closest possible to the submission of the same, except in cases where a specific date or period is specified. The Stock Exchanges may require the inclusion of information in addition to or in substitution for the information required in this instruction when the disclosure of such information to investors is considered necessary. Annual reports prepared based on this instruction may omit the following information: · Other Securities · Distribution channels · Patents, licenses, trademarks, and other contracts · Major clients · Applicable legislation and tax status · Human resources · Environmental performance · Dividends · Financial information by business line, geographic zone, and export sales · Report on relevant credits · Critical accounting estimates, provisions, or reserves · External auditors · Bylaws and other agreements
In the case of Asset-Backed Securities, the following may be omitted: · Other Securities issued by the Trust · Evolution of the trust assets, including their income · Financial Information of the Trust (provided that the financial statements are attached). · External Auditors
A) RELEVANCE PRINCIPLE In addition to the information explicitly required in the various subsections contained in this instruction, all relevant information must be provided. This principle must be followed at all times in the preparation of the prospectus when determining the depth and breadth with which the various topics established in this instruction must be developed. It is the responsibility of the Simplified Issuer, as well as the persons signing the document, to determine what information is relevant in the context of the particular characteristics of each Simplified Issuer. When determining what information is relevant, both quantitative and qualitative factors must be taken into account. The annual report must include the information known at the date closest possible to the submission of the same, except in cases where a specific date or period is specified. The Stock Exchanges may require the inclusion of information in addition to or in substitution for the information required in this instruction when the disclosure of such information to investors is considered necessary.
B) EXTERNAL INFORMATION SOURCES AND EXPERT DECLARATIONS When a report, statistic, or other information contained in the annual report has been obtained from a public source of information, it must be cited, and when the information comes from an expert, a declaration must be included indicating that such information has been included with the consent of the person.
C) DESIGNATION OF CURRENCY All figures presented must be expressed in the same currency as the Financial Statements, unless otherwise indicated in the prospectus. Regarding figures denominated in foreign currency, when the Simplified Issuer deems it appropriate to present a conversion of such figures to Mexican pesos, the exchange rate at the date of the last period presented or that corresponding according to applicable accounting standards must be used. In any case, the exchange rate used to convert the figures to Mexican pesos must be indicated. Likewise, the date of the exchange rate(s) used, as well as the official source and technical specifications thereof (e.g., closing rate, average, etc.) must be indicated. Similarly, the type of conversion used must be indicated, and in the event that the prevailing exchange rate of the date of the last period presented was chosen, clarify that such conversion was made solely for the purpose of facilitating reading and understanding by investors, mentioning that these should not be interpreted as statements that the amounts in the currency used to prepare the Financial Statements actually equate to those amounts in Mexican pesos or that they can be converted to Mexican pesos according to the indicated exchange rate.
INFORMATION REQUIRED IN THE ANNUAL REPORT
A) COVER PAGE OF THE ANNUAL REPORT · The cover page of the annual report must contain the following information: · Logo of the Simplified Issuer. · Name of the Simplified Issuer. · Address of the Simplified Issuer. · Specification of the characteristics of the securities in circulation (class, series, type, the name of the Stock Exchanges where they are registered, etc.). · Quotation key. · The mention that the Securities of the Simplified Issuer are registered in the Register. · The legend referenced in Article 86 Bis, second paragraph of the Law, which indicates that: " The simplified registration in the Register does not imply certification regarding the merit of said securities or regarding the solvency, liquidity, credit quality, or future performance, by the Commission, nor that the Simplified Issuer will be supervised by the Commission by virtue of the aforementioned registration, even if it is subject to supervision due to any other circumstance. " . · The legend referenced in Article 79, last paragraph of the Law, which indicates that: " In view of the foregoing, the content, accuracy, truthfulness, and timeliness of the information and documentation correspond exclusively to the responsibility of the persons who sign them, and does not imply any certification, opinion, or recommendation whatsoever from the Commission, the Placement Intermediary, or the Stock Exchange in question, regarding the solvency, liquidity, or credit quality of the Simplified Issuer or the merit of the Securities. " . · The mention that the Commission will not supervise the Simplified Issuer nor the Securities subject to the Simplified Registration. · The legend "Annual Report presented in accordance with the General Provisions applicable to simplified issuers and securities subject to simplified registration" and what period is being presented (e.g.: year ended December 31, 2024).
For Simplified Debt Issuers, the following must also be included: · Number of series in which the issuance is divided, where applicable. · Date of issuance. · Maturity date. · Term of the issuance. · Interest and calculation procedure. · Frequency of interest payments. · Place and method of payment of interest and principal. · Subordination of the titles, where applicable. · Amortization and early amortization, where applicable. · Guarantee, where applicable. · Trustee, where applicable. · Rating granted by a rating agency (the meaning given by the rating must be included). · Common representative. · Custodian. · Tax regime. · The policy that the Simplified Issuer will follow in decision-making related to changes in control during the validity of the issuance, considering the participation of holders, where applicable. · The policy that the Simplified Issuer will follow in decision-making regarding corporate restructurings, including acquisitions, mergers, and spin-offs during the validity of the issuance, considering the participation of holders, where applicable. · The policy that the Simplified Issuer will follow in decision-making regarding the sale or creation of liens on essential assets, specifying what this concept will include during the validity of the issuance, considering the participation of holders, where applicable.
For Simplified Issuers of Asset-Backed Securities: · Term and maturity date. · Where applicable, number of series in which the issuance is divided. · Where applicable, number of corresponding issuance. · Number of trust and data related to the trust agreement. · Name of the Trustee. · Settlor. · Beneficiaries. · Summary of the most relevant characteristics of the assets or rights to be entrusted, such as: type of security, number, initial outstanding balance, initial average balance, average gross and net coupon, average debt service, weighted average rate, average term of the assets, etc. · Rights conferred by the fiduciary titles and other Securities issued under a trust (as applicable): - Yield and calculation procedure. - Where applicable, minimum yield. - Frequency and method of amortization of the titles and, where applicable, causes and treatment of early amortization. - Frequency and method of payment of yields. · Subordination of the titles, where applicable. · Place and method of payment of yields and amortization, where applicable. · Designation of the common representative of the title holders. · Custodian · Tax Regime · Where applicable, appraisal report. · Specification of the characteristics of the securities in circulation (class, series, type, the name of the Stock Exchanges where they are registered, etc.).
B) INDEX On the first page of the annual report, an index of its content must be incorporated, according to the following:
GENERAL INFORMATION a) Glossary of terms and definitions. b) Executive summary. c) Risk factors. d) Other Securities. e) Significant changes to the rights of Securities registered in the Register. f) Use of proceeds, where applicable. g) Public documents.
THE SIMPLIFIED ISSUER a) History and development of the Simplified Issuer. b) Business description. i) Main activity. ii) Distribution channels. iii) Patents, licenses, trademarks, and other contracts. iv) Major clients. v) Applicable legislation and tax status. vi) Human resources. vii) Environmental performance. viii) Market information. ix) Corporate structure. x) Description of its main assets. xi) Judicial, administrative, or arbitral proceedings. xii) Shares representing social capital. xiii) Dividends.
MARKET OPERATIONS a) Trust Equity. i) Evolution of the trust assets, including their income. ii) Performance of the issued Securities. b) Relevant information of the period. c) Other third parties obligated with the trust or the holders of the Securities, where applicable.
FINANCIAL INFORMATION a) Selected financial information. b) Financial information by business line, geographic zone, and export sales. c) Report on relevant credits. d) Comments and analysis by management regarding the operating results and financial situation of the Simplified Issuer. i) Operating results. ii) Financial situation, liquidity, and capital resources. iii) Internal control. e) Critical accounting estimates, provisions, or reserves.
MANAGEMENT a) External auditors. b) Transactions with related parties and conflicts of interest. c) Directors and shareholders. d) Bylaws and other agreements. For Foreign Issuers e) Other corporate governance practices.
CAPITAL MARKET (only for Simplified Share Issuers) a) Shareholder structure. b) Stock behavior in the securities market. c) In the case of shares, Market Maker.
GUARANTEE OR SURETY INFORMATION or of settlor, administrator, or third party regarding whom there is dependency
RESPONSIBLE PERSONS
ANNEXES
C) INFORMATION THAT MUST BE CONTAINED IN THE CHAPTERS OF THE ANNUAL REPORT
b) Executive summary An executive summary must be presented regarding the Simplified Issuer, its financial situation (including a summary of the financial information), and the performance of its securities in the securities market.
c) Risk factors The Simplified Issuer must explain the factors that may significantly affect the performance and profitability of the company, as well as those capable of influencing the price of its Securities. It is recommended that they be ordered based on the importance they represent for the Simplified Issuer. Likewise, the Simplified Issuer must not present risk factors that could apply to any Simplified Issuer or to any offering. In this regard, the information provided must refer to factors such as the following: risks of the current strategy, situations relative to the countries in which it operates, absence of profitable operations in recent periods, financial position of the Simplified Issuer, dependence or expiration of patents, registered trademarks, or contracts, acquisition of assets different from those in the normal course of business of the Simplified Issuer, expiration of supply contracts, defaults on the payment of bank and stock liabilities or restructurings thereof, possible entry of new competitors, possible over-demand or oversupply in the market or markets where the Simplified Issuer participates, vulnerability of the Simplified Issuer to changes in interest rates or exchange rates, use of different financial reporting standards than those required by these provisions, off-balance sheet transactions, dependence on key personnel (administrators), dependence on a single business segment, impact of changes in government regulations, possible volatility in the price of shares, possible failure to meet listing maintenance requirements and/or Simplified Registration in the Register, absence of a market for the registered Securities, environmental issues related to its assets, inputs, products, or services, impact of changes in regulation and international agreements on environmental matters, existence of credits that obligate the Simplified Issuer to maintain certain proportions in its financial structure, etc. Likewise, for shares without voting rights, restricted voting rights, or any other mechanism through which corporate rights are limited, it must be pointed out as a risk factor the rights that are being limited or affected, as well as the mention that holders of these Securities are at a disadvantage compared to shareholders holding shares with full voting rights, due to the fact that they will only have influence on matters submitted to the general shareholders' meeting as stipulated in the bylaws of the Simplified Issuer. The information appearing in this section is presented by way of example and is in no way limiting. The objective of this section is to summarize important factors that may be exposed in greater detail elsewhere in the annual report.
d) Other Securities The Simplified Issuer must disclose whether it has other Securities registered in the Register or listed in other markets, as well as the type of public reports that it sends periodically and continuously to regulatory authorities and the corresponding Stock Exchanges. Similarly, the frequency with which the aforementioned information is delivered to the regulatory authority or to the Stock Exchanges where the Securities trade must be mentioned, as well as the reported periods (e.g.: current quarter against previous quarter, current quarter against same quarter of the previous year, etc.). Likewise, it must inform if it has delivered in full and timely manner in the last 2 fiscal years the reports that Mexican and foreign legislation requires them regarding relevant events and periodic information. Additionally, provide information related to any sale of Securities other than those originally issued, which are backed by the same asset portfolio. In this regard, the following information must be provided, to the extent considered relevant related to such additional Securities and that allows an understanding of their associated risks. The information provided must refer to aspects such as the following: i) Priority of those Securities with respect to those originally issued regarding rights over the asset portfolio backing them and the cash flows generated by said portfolio. ii) Terms and authorizations necessary for the issuance of such additional Securities, as well as any impact that the issuance has on the composition of the asset portfolio. If there are special conditions for the additional issuance of Securities, specify if compliance with such conditions will be verified and by whom, clarifying if it is an independent third party.
e) Changes to the rights of Securities registered in the Register The general effect of any modification that has been made to the rights of any class of Security that the Simplified Issuer has registered in the Register must be described, including that derived from the simplified issuance or modification of any other class of Securities. In the event that any asset that has been used to guarantee the issuance of any Security registered in the Register has been withdrawn, substituted, or replaced, the following information must be provided: · Name of the simplified issuance. · Brief description of the withdrawn, substituted, or replaced assets. · Indicate the clause of the issuance deed in which the modification, substitution, or replacement is permitted.
f) Use of proceeds, where applicable In the first annual report presented after the Simplified Registration of the Securities of the Simplified Issuer in the Register, the application that has been made up to that moment of the resources derived from the public offering must be provided. In the event that resources remain to be applied, these must be detailed in the next annual reports, until the entirety of the resources are applied. In the event that the use of funds has varied from that specified in the placement prospectus, an explanation regarding this must be provided.
g) Public documents The Simplified Issuer must
mention
yes
at the
investor's
request
copies
of
this document
will be
granted
by
providing
the
name,
address
and
telephone
of
the
person
to
whom
investors
should
be
directed
to
request
it.
Public
information
that
was
delivered
to
the
Stock
Exchanges
and
that
is
available
to
investors
must
also
be
indicated,
as
well
as
the
name,
telephone
number
and
electronic
of
the
person
responsible
for
the
Simplified
Issuer
in
charge
of
attending
to
investors
and
analysts.
In
their
case,
the
necessary
information
to
access
the
Internet
page
of
the
Simplified
Issuer
must
be
provided.
THE SIMPLIFIED ISSUER
a)
History
and
development
of
the
Simplified
Issuer
In
this
chapter,
the
following
information
must
be
provided:
·
Corporate
name
and
trade
name
of
the
Simplified
Issuer.
·
Date,
place
of
incorporation
and
duration
of
the
Simplified
Issuer.
·
Address
and
telephones
of
its
main
offices.
·
Description
of
the
evolution
that
the
Simplified
Issuer
and
its
subsidiaries,
if
any,
have
undergone,
emphasizing
in
their
case
the
events
of
the
last
year,
providing
information
such
as
the
following:
general
business
strategy
that
has
been
followed,
most
important
historical
events
such
as
mergers,
acquisitions
or
sales
of
assets,
changes
in
the
way
of
managing
the
business,
changes
in
the
products
and
services
offered,
changes
in
the
corporate
name,
commercial
bankruptcy
or
bankruptcy,
judicial,
administrative
or
arbitral
proceedings
that
have
had
any
significant
effect
on
the
financial
situation
of
the
Simplified
Issuer,
effect
of
laws
and
governmental
provisions
on
the
development
of
the
business,
and
events
of
a
similar
nature.
·
Schematic
and
numerical
description
of
the
main
investments
that
have
been
made,
including
participations
in
other
companies
for
the
last
2
fiscal
years.
·
Indicate
any
offer
that
is
made
public
to
take
control
of
the
Simplified
Issuer,
or
well
made
by
the
Simplified
Issuer
to
take
control
of
other
companies,
during
the
last
fiscal
year.
The
price
and
conditions
of
the
offer
must
be
established,
as
well
as
the
final
result.
b)
Description
of
the
business
The
business
in
which
the
Simplified
Issuer
participates
must
be
described,
as
well
as
the
business
strategies
it
has
followed.
When
describing
the
business,
the
following
topics
must
be
included
up
to
the
point
that
is
considered
relevant
for
its
understanding:
i)
Main
Activity
A
description
of
the
main
activities
of
the
Simplified
Issuer
must
be
included,
showing
the
diverse
categories
of
products
sold
and/or
services
provided,
as
well
as
a
general
description
of
the
industrial
processes.
In
case
that
the
Simplified
Issuer
has
made
public
the
launch
of
a
new
product
that
requires
a
considerable
investment,
the
development
stage
in
which
it
is
found
must
be
described.
Likewise,
the
source
and
availability
of
raw
materials
by
business
line
must
be
revealed,
including
the
name
of
the
main
suppliers
and
an
explanation
of
whether
the
prices
of
the
main
raw
materials
are
volatile
or
if
there
is
dependence
on
a
particular
supplier.
On
the
other
hand,
a
description
of
the
cyclical
or
seasonal
behavior
of
the
main
businesses
of
the
Simplified
Issuer
must
be
provided,
if
it
exists.
Similarly,
in
case
that
there
has
been
a
variation
in
the
ordinary
course
of
business
with
regard
to
working
capital,
the
practices
of
the
Simplified
Issuer
must
be
described
(e.g.
when
the
Simplified
Issuer
requires
maintaining
high
levels
of
inventory
to
satisfy
rapid
delivery
requirements
or
when
the
company
has
given
its
clients
extensions
in
the
payment
terms).
Categories
of
similar
products
or
services,
or
of
individual
products
that
represent
10%
or
more
of
the
consolidated
total
revenues
of
the
Simplified
Issuer
must
be
presented,
for
each
of
the
last
2
fiscal
years,
indicating
the
amount
and
percentage
of
such
revenues.
Finally,
a
description
of
the
risks
or
effects
that
climate
change
could
have
on
the
business
of
the
Simplified
Issuer
must
be
included,
such
as:
a
decrease
in
demand
associated
with
products
that
require
significant
greenhouse gas
emissions,
the
increase
in
demand
for
other
products
that
require
lower
emissions,
among
others.
Likewise,
the
current
or
potential
indirect
consequences
on
market
trends
that
the
Simplified
Issuer
may
face
derived
from
climate
change
must
be
revealed.
ii)
Distribution
Channels
A
description
of
the
distribution
and
marketing
channels
of
the
Simplified
Issuer,
including
an
explanation
of
any
special
sales
method
(e.g.
installment
sales).
iii)
Patents,
licenses,
trademarks
and
other
contracts
Information
about
patents,
licenses,
trademarks,
franchises,
industrial
or
commercial
contracts
or
financial
service
contracts
and
other
rights
owned
by
the
Simplified
Issuer
that
are
considered
important
must
be
provided,
mentioning
their
duration
and
why
they
are
important
for
the
development
of
the
Simplified
Issuer.
Information
about
all
those
that
are
about
to
expire
and
about
the
policies
regarding
product
research
and
development
in
the
last
2
fiscal
years
must
also
be
provided,
identifying
when
it
is
relevant,
the
amount
invested
in
these
activities.
Likewise,
a
summary
of
the
relevant
contracts,
different
from
those
related
to
the
normal
course
of
business,
that
the
Simplified
Issuer
has
signed
in
the
last
2
fiscal
years
must
be
presented,
mentioning
the
expiration
date,
the
possibility
of
renewing
them
and
indicating
to
what
extent
the
renewal
of
such
contracts
may
be
affected.
iv)
Main
Clients
It
must
be
mentioned
if
there
is
dependence
of
the
Simplified
Issuer
with
one
or
several
clients,
understanding
that
dependence
exists
when
the
loss
of
these
would
adversely
affect
the
operating
results
or
the
financial
situation
of
the
Simplified
Issuer.
Similarly,
the
name
of
any
client
and
its
relationship,
if
any,
with
the
Simplified
Issuer
and
its
subsidiaries
must
be
incorporated,
provided
that
sales
to
that
client
or
groups
of
clients
represent
10%
or
more
of
the
total
consolidated
sales
of
the
Simplified
Issuer.
v)
Applicable
Legislation
and
Tax
Situation
Description
of
the
effect
of
laws
and
governmental
provisions
on
the
development
of
the
business,
as
well
as
of
the
special
tax
benefits
(subsidies,
exemptions
and
others)
enjoyed
by
the
Simplified
Issuer
or
if
it
is
subject
to
any
special
tax.
Likewise,
the
relevant,
current
or
potential
impact
of
any
law
or
governmental
provision
related
to
climate
change
must
be
indicated.
vi)
Human
Resources
Provide
the
number
of
people
employed
as
of
the
date
of
the
last
Financial
Statements
and
in
case
that
in
the
period
said
number
had
varied
considerably,
an
explanation
of
why
the
mentioned
variation
occurred.
Likewise,
the
percentage
of
employees
between
management
and
unionized
must
be
presented,
and
a
description
of
the
relationship
that
is
maintained
with
the
union.
If
the
Simplified
Issuer
contracts
a
significant
number
of
temporary
employees,
the
number
of
people
hired
under
this
system
at
the
close
of
the
last
fiscal
year
must
be
indicated.
vii)
Environmental
Performance
It
must
be
mentioned
if
the
Simplified
Issuer
has
an
environmental
policy,
if
it
has
or
intends
to
install
an
environmental
management
system,
if
it
has
any
environmental
certificate
or
recognition
either
by
the
competent
authority
or
by
a
properly
accredited
entity
and
if
there
is
any
program
or
project
for
the
protection,
defense
or
restoration
of
the
environment
and
natural
resources.
Likewise,
it
must
be
explained
whether
the
activities
inherent
to
the
Simplified
Issuer
represent
a
considerable
environmental
risk.
Additionally,
the
relevant,
current
or
potential
impacts
derived
from
climate
change
on
the
business
of
the
Simplified
Issuer
must
be
revealed.
viii)
Market
Information
A
description
of
the
main
markets
in
which
the
Simplified
Issuer
participates,
including
its
market
share,
its
main
competitors,
as
well
as
the
positive
and
negative
aspects
of
its
competitive
position.
In
this
sense,
any
statement
regarding
this
must
be
supported.
ix)
Corporate
Structure
If
the
Simplified
Issuer
is
part
of
a
corporate
group,
it
must
present
its
integration
indicating
the
activities
of
the
Significant
Subsidiaries
and
its
position
in
the
same.
Similarly,
in
case
of
shareholding
companies,
the
name,
percentage
of
capital
held,
and
if
different,
the
proportion
of
voting
shares
must
be
provided,
as
well
as
the
business
relationships
that
exist
with
the
significant
subsidiaries
that
appear
in
the
fiscal
year
being
presented
(e.g.
asset
rental,
technical
and
financial
support,
transactions
between
both,
etc.).
When
it
is
considered
that
the
subsidiaries
are
not
significant
and
there
is
a
large
number
of
them,
the
Simplified
Issuer
may
report
only
the
total
number
of
them.
Likewise,
similar
information
must
be
presented
for
the
case
of
associated
companies
and
the
participation
of
such
company
in
the
consolidated
net
result
of
the
Simplified
Issuer
when
it
is
greater
than
10%.
A
subsidiary
will
be
considered
significant
when
it
meets
any
of
the
following
conditions:
when
the
total
assets
of
the
subsidiary
in
question
exceed
10%
of
the
total
assets
presented
in
the
consolidated
Financial
Statements
at
the
last
fiscal
year,
or
when
the
revenues
of
the
subsidiaries
exceed
10%
of
the
total
consolidated
revenues.
x)
Description
of
the
Main
Assets
Information
relative
to
any
important
fixed
asset
of
the
Simplified
Issuer
must
be
presented
mentioning
its
size,
use,
location,
products
manufactured
in
them,
condition
in
which
it
is
found,
age,
installed
and
used
capacity,
whether
they
have
insurance,
whether
they
are
owned
or
rented
to
third
parties,
dimensions,
environmental
measures
that
affect
the
use
of
these
assets,
etc.
The
Simplified
Issuer
must
also
mention
if
any
asset
has
been
granted
as
collateral
to
obtain
any
credit,
the
type
of
asset
destined,
procedure
to
execute
such
collateral
and
the
general
characteristics
of
the
credit
(amount,
rate,
term,
etc.).
With
respect
to
plans
to
build,
expand
or
carry
out
improvements
in
the
facilities,
the
nature
and
reason
for
carrying
out
such
plans
must
be
described,
the
way
in
which
the
project
will
be
financed
and
the
expected
increase
in
productive
capacity.
xi)
Judicial,
Administrative
or
Arbitral
Proceedings
It
must
be
briefly
described
if
there
is
currently
or
well,
the
probability
that
there
may
exist
in
the
future,
any
relevant
judicial,
administrative
or
arbitral
proceeding,
which
is
different
from
those
that
are
part
of
the
normal
course
of
business,
in
which
the
Simplified
Issuer,
persons
related
to
it,
is
or
may
be
involved,
provided
that
such
proceeding
has
had
or
may
have
a
significant
impact
on
the
operating
results
and
the
financial
position
of
the
Simplified
Issuer.
Likewise,
the
court
or
administrative
instance
where
such
proceeding
is
taking
place
must
be
mentioned,
the
date
on
which
it
was
filed
and
whether
the
result
of
such
proceeding
has
had
or
may
have
a
relevant
adverse
effect
on
the
operating
results
and
the
financial
position
of
the
Simplified
Issuer.
If
there
is
more
than
one
judicial
proceeding
regarding
the
normal
course
of
the
businesses
of
the
Simplified
Issuer
that
individually
cannot
have
a
relevant
adverse
effect,
but
analyzed
in
conjunction
with
other
similar
cases
does,
the
relevant
information
regarding
this
must
be
provided.
Additionally,
the
Simplified
Issuer
must
reveal
if
it
is
in
any
of
the
scenarios
established
in
articles
9
and
10
of
the
Commercial
Bankruptcy
Law,
or
if
it
could
be
declared
or
has
been
declared
in
commercial
bankruptcy.
A
judicial,
administrative
or
arbitral
proceeding
is
considered
relevant
if
it
is
estimated
that
it
could
represent
a
cost
or
benefit
of
at
least
10%
of
the
assets
of
the
Simplified
Issuer
Commercial
Bankruptcy
Law.
xii)
Shares
Representing
Capital
The
amount
of
subscribed
and
paid
capital,
the
number
and
class
of
shares
that
represent
it,
the
detail
of
their
characteristics
and,
if
applicable,
information
about
unpaid,
fixed
and
variable
capital
must
be
described.
It
must
be
revealed
if
a
significant
proportion
of
capital
has
been
paid
in
kind
in
the
last
2
fiscal
years.
In
cases
where
there
is
authorized
capital,
but
not
subscribed,
its
amount
must
be
indicated,
and
the
reason
why
it
was
authorized.
Likewise,
the
amount
of
any
value
in
circulation
related
to
capital
and
the
conditions
and
procedures
for
its
conversion,
exercise,
exchange
or
subscription
must
be
revealed.
The
events
that
have
occurred
that
have
modified
the
amount
of
capital,
the
number
and
classes
of
shares
that
compose
it
must
be
identified
for
the
last
2
fiscal
years.
Likewise,
the
price
and
conditions
of
each
new
issuance
of
shares
must
be
specified
for
that
same
period,
including
any
discount
or
special
condition
that
has
been
granted
to
shareholders
who
have
subscribed
the
shares.
In
case
that
no
simplified
issuance
has
been
made,
a
mention
regarding
this
must
be
made.
Likewise,
the
reasons
why
the
amount
of
capital
was
reduced,
if
any,
must
be
indicated.
Additionally,
the
Simplified
Issuer
must
disclose
the
open
positions
it
maintains
in
settlement-in-kind
derivative
instruments
whose
underlying
is
shares
of
the
Simplified
Issuer.
xiii)
Dividends
The
frequency
with
which
the
Simplified
Issuer
has
declared
dividends
in
the
last
2
fiscal
years
must
be
mentioned,
as
well
as
the
amount
of
the
dividend
declared
per
share.
It
must
be
described
if
there
are
restrictions
that
limit
the
Simplified
Issuer
in
the
payment
of
dividends
or
that
may
limit
its
future
payment
capacity.
Likewise,
when
the
Simplified
Issuer
has
not
paid
cash
dividends
despite
having
the
capacity
to
pay
them
according
to
its
profits,
it
must
explain
why.
Similarly,
the
dividend
policy
that
the
board
of
directors
intends
to
follow
in
the
future
and
the
general
shareholders
meeting
in
which
said
policy
was
established
must
be
explained.
THE
SECURITIZATION
OPERATION
a)
Trust
Equity
i)
Evolution
of
the
trust
assets,
including
their
revenues
Describe
the
general
state
of
the
asset
portfolio
or
cash
flows
at
the
close
of
the
reported
period,
as
well
as
its
performance
during
said
period,
which
must
include
statistical
information
in
a
tabular
or
graphical
format,
in
case
that
said
format
helps
in
a
better
understanding.
The
information
that
is
included
must
cover
at
least
2
years
of
age
or
those
that
are
available
in
case
that
a
significant
portion
of
the
assets,
rights
or
Securities
trusteed
have
a
life
less
than
that
period.
Likewise,
indicate
if
the
information
has
been
reviewed
by
any
independent
third
party
indicating
the
scope
of
its
review.
Whenever
the
relevant
information
relative
to
the
performance
of
the
assets,
rights
or
Securities
(when
it
comes
to
simplified
issuances
that
involve
credit
rights),
varies
depending
on
their
nature
and
the
characteristics
of
the
transaction,
said
information
may
include,
among
other
aspects:
i.i)
Performance
of
the
assets.
The
revenues
generated
during
the
reported
period
as
a
product
of
the
performance
of
the
trusteed
assets,
rights
or
Securities,
breaking
down
concepts
such
as:
ordinary
interests,
delinquent
interests,
commissions
or
other
ancillary
concepts,
scheduled
principal
payments,
early
principal
payments
and
principal
payments
obtained
by
the
sale
or
liquidation
of
assets.
i.ii)
Composition
of
the
totality
of
the
assets
at
the
close
of
the
period.
Composition
at
the
close
of
the
reported
period
of
the
number
and
balance
of
the
trusteed
assets,
rights
or
Securities,
as
applicable,
by
type
of
asset,
by
federative
entity
or
geographical
region,
debtors
when
there
is
dependence
on
one
or
some
for
the
payment
of
the
Securities,
applicable
interest
rate,
life
and
term,
amortization
period,
or
other
relevant
variables.
In
case
that
the
assets
include
credit
rights,
it
is
suggested
to
separate
the
totality
of
the
credit
rights
into
independent
groups
from
each
other,
each
one
of
which
represents
credit
rights
whose
original
term
was
in
the
same
interval
of
months
or
years,
and
for
each
one
of
these
groups
present
information
that
describes
their
main
characteristics
and
behavior
such
as
the
following:
the
number
of
credits
that
compose
it,
the
sum
of
their
original
amounts,
the
sum
of
their
outstanding
balances
at
the
close
of
the
period,
the
weighted
average
of
the
term
at
which
they
were
granted,
the
weighted
average
of
the
interest
rate
at
which
they
were
granted
and,
in
case
that
it
is
different
from
this
latter,
the
weighted
average
of
the
interest
rate
that
they
are
accruing
on
the
date
of
the
report.
In
case
that
it
is
relevant,
this
information
must
be
presented
separately
for
the
credits
considered
valid
and
for
the
credits
considered
delinquent
or
defaulted
at
the
close
of
the
period
that
is
reported.
i.iii)
Variation
in
balance
and
in
number
of
assets.
Number
and
balance
of
the
assets,
rights
or
Securities,
at
the
beginning
and
at
the
end
of
the
reported
period.
The
explanation
of
the
variation
observed,
breaking
down
the
number
of
assets
that
were
added,
acquired,
eliminated,
substituted,
sold,
liquidated
or
subject
to
any
other
relevant
movement
during
the
period.
In
case
that
the
variations
are
relevant,
a
description
of
the
criteria
and
the
procedures
used
to
origin,
acquire,
add,
eliminate,
substitute,
sell
and
liquidate
assets
or
to
make
them
the
object
of
any
other
relevant
movement
must
be
included.
Additionally,
when
it
comes
to
asset
acquisitions,
the
information
about
their
composition,
which
must
be
presented
with
the
same
detail
and
in
the
same
way
as
specified
in
sub-clause
i.ii)
above.
The
information
referred
to
in
this
sub-clause
must
be
presented
without
prejudice
to
the
fact
that
the
information
required
in
the
previous
sub-clause
i.ii)
includes,
as
part
of
the
information
of
the
totality
of
the
trusteed
assets
at
the
close
of
the
period,
the
data
of
the
assets
that
have
been
acquired
during
the
period
that
is
reported.
i.iv)
State
of
the
assets
by
degree
or
level
of
compliance.
Number
and
balance
of
the
assets
that
at
the
close
of
the
reported
period
are
found
in
each
one
of
the
following
groups:
·
valid
assets
or
in
the
process
of
regular
collection
without
delay
in
their
payments;
·
assets
that
show
delay
or
default
but
that
are
still
in
the
process
of
regular
collection,
distinguishing
between
those
that
have
between
1
and
30
days
of
delay,
those
that
have
between
31
and
60
days,
those
that
have
between
61
and
90
days
and
those
that
have
more
than
90
days
of
delay;
·
assets
that
are
in
the
process
of
judicial,
administrative
or
arbitral
proceeding.
The
information
referred
to
in
this
paragraph
must
be
accompanied
by
an
explanation
about
the
moment
when
an
asset
passes
from
regular
collection
to
a
judicial,
administrative
or
arbitral
proceeding.
i.v)
Guarantees
on
the
assets.
The
important
changes
that
have
occurred
during
the
period
that
is
reported
in
the
guarantees
on
the
assets,
rights
or
Securities
trusteed,
or
any
payment
obligation
that
these
have.
i.vi)
Simplified
Issuances
of
Securities.
Detailed
information
about
the
simplified
issuances
that
have
been
made
during
the
period
that
is
reported,
of
Securities
backed
by
the
same
assets,
rights
or
Securities
Trustees.
All reports prepared during the reporting period in compliance with the contracts and/or agreements related to the establishment and operation of the trust and/or the administration of the assets, which may be: reports on the performance and status of the assets and/or reports on the various payments made by the trust, shall be attached as annexes to the annual report.
A summary of the information contained in the reports referred to in this paragraph may be included, provided that the reference where such reports can be consulted in their entirety and free of charge by the investing public is indicated, as well as the period during which the consultation can be made, which cannot be less than 1 year.
ii) Performance of the Issued Securities
Provide a breakdown of all payments made to the holders of the Securities during the reporting period, indicating the date, the amount paid, and the concept for which such payment was made, for each of the concepts provided for in the contracts backing the operation, such as: interest, scheduled principal payments, and early principal payments.
Likewise, include the formulas and bases for the determination of all payments referred to in the preceding paragraph.
In the case of early principal payments, indicate the causes that gave rise to such payments.
In the event that during the reported period there had been defaults in the timely payment of amounts to any of the holders of the Securities for interest, principal, or for any other concept, which had remained unpaid for more than 30 days, detail all these defaults indicating for each one: the causes, nature, and consequences of the default, the amount that should have been paid, the date on which it should have been made, and, if applicable, the dates and amounts of the payments that have been made subsequently to cover said default.
Likewise, for each series of Issued Securities, present the outstanding balance, the number of titles in circulation, and the adjusted nominal value per title at the beginning and at the end of the period being reported.
b) Relevant Information of the Period
In the event that there are relevant changes in information reported previously, relative to the topics mentioned below, in an enumerative but not exhaustive manner, an explanation of the change in question shall be included, as well as indicating the document in which the information being modified was last revealed and its date of presentation to the Stock Exchange and the investing public:
· Factors that may significantly affect the performance of the assets backing the simplified issuance and the source of payment of the instruments.
· Terms and conditions of the trust agreement or any other relevant contract for the operation, such as administration or operation, assignment, among others.
· Any relevant non-compliance with what is established in the contracts referred to in the preceding paragraph; in this sense, in the event that there is no relevant non-compliance, a mention to that effect shall be made.
· Pending legal proceedings against the originator, administrator, or operator of the assets, trustee, as well as any other third party that is relevant to the holders of the Securities or proceedings that may be executed by government authorities.
· Legal processes that have ended during the period covered by the report, revealing the date of termination and a description of the final result.
The foregoing is understood in that a legal process only needs to be revealed in the reports corresponding to the period in which it has become relevant and in subsequent reports only if there have been significant changes.
· Relevant deviations between the estimates that, if applicable, were included in the placement prospectus and the figures actually observed during the period being reported, explaining the causes of such deviations.
· Information on relevant debtors to evaluate their credit risk, when the fulfillment of the trust's obligations depends totally or partially on a single debtor or debtors.
· Name of the administrator or operator of the trust assets, rights, or Securities and its organizational form.
· Information about the administrator or operator of the assets such as the following: their experience as an administrator and the procedures they use when performing administration functions for the type of trust assets, rights, or Securities, such as collection systems, distribution of flows from the assets, subcontracting of services, systems for generating reports, among others; size, composition, and growth of all assets, rights, or Securities that they administer or operate and that are similar to those that make up the trust's equity; relevant changes in the last three fiscal years in their policies or procedures applicable to the administration or operation activities they will carry out for the type of trust assets, rights, or Securities.
In the event that the trust has a master administrator, the administration structure, functions, and responsibilities of each of the participants in said structure, as well as the name and percentage of the portfolio administered by each of the primary administrators.
· Terms and conditions of the obligations of other third parties obligated with the trust or the holders of the Securities, such as guarantees, guarantors, counterparties in financial derivative or hedging operations, credit support, among others, as well as the manner and/or procedures to make them enforceable.
Additionally, a summary of the relevant events that have been transmitted to the Stock Exchange, for dissemination to the investing public, during the fiscal year being reported and up to the date of presentation of this annual report, shall be included.
c) Other Third Parties Obligated with the Trust or the Holders of the Securities, as applicable
When there are other third parties obligated with the trust or the holders of the Securities, such as guarantees, guarantors, counterparties in financial derivative or hedging operations, credit support, among others, and in the placement prospectus of the Securities information regarding said third parties had been included, an update of that information regarding each third party in question shall be included, to evaluate their credit risk, to the extent considered relevant.
a) Selected Financial Information
Selected financial information shall be presented in comparative columns for the last 2 fiscal years.
This information shall be provided for a broader period when considered as Relevant Information.
The purpose of this information is to highlight, through an easy-to-read format, certain trends in the financial situation of the Simplified Issuer and in its operating results.
It is important to mention that the information presented in the selected financial information table shall be adjusted to the particular characteristics of the Simplified Issuer.
In this sense, information such as the following shall be included:
net sales or operating income, gross (loss) profit, operating (loss) profit, and net (loss) profit, (loss) earnings per share, acquisition of properties and equipment, depreciation and amortization of the period, total assets, total long-term liabilities, accounts receivable turnover, accounts payable turnover, inventory turnover, equity capital, and cash dividends declared per share.
On the other hand, those factors that significantly affect the comparability of the data presented in the selected financial information table, such as changes in accounting, mergers, sale of companies, etc., shall be briefly mentioned, or, if applicable, indicate the section where they are explained.
Likewise, factors or uncertain events that may cause the information presented not to be indicative of the future performance of the Simplified Issuer shall be explained or the section where they are explained shall be indicated.
Financial projections are not recommended; however, the Simplified Issuer that decides to present them shall adequately justify them by providing an explanation of how the projections were determined, the assumptions used to prepare them, and the risk that they may not be fulfilled.
b) Financial Information by Business Line, Geographic Area, and Export Sales
For the last fiscal year, financial information for each relevant business line and geographic area shall be identified, in accordance with the applicable financial information standards.
Additionally, export sales shall be revealed in a consolidated manner or by geographic area when considered relevant information, indicating the amount and percentage participation of such exports with respect to total sales for the last fiscal year.
If considered relevant, such information shall comprise the first quarter of the year in which it is being presented and of the previous fiscal year for the same comparable period.
c) Report on Relevant Credits
A report on relevant credits or contingencies and their priority in payment shall be provided, including those credits or debts of a fiscal nature.
At least those credits that represent 10% or more of the total liabilities of the Simplified Issuer's consolidated Financial Statements at the last fiscal year shall be included.
Likewise, it shall be indicated whether the Simplified Issuer is current in the payment of principal and interest of the aforementioned credits.
Additionally, any additional benefit or agreement, as well as causes for early maturity, granted to any debt security issued abroad or credit of any nature, that differs from those established in issuances made in the national market, shall be revealed.
d) Management's Comments and Analysis on the Operating Results and Financial Situation of the Simplified Issuer
In this section, all information that facilitates the analysis and understanding of the important changes occurred in the operating results and in the financial situation of the Simplified Issuer shall be provided.
It should be noted that the information that shall be included in this section is that which does not appear clearly in the Financial Statements of the Simplified Issuer (e.g., it is not only necessary to mention how much sales or costs grew or decreased, but the reason for these movements), as well as those events known by management that may cause the reported information not to be indicative of the future operating results and of the future situation of the Simplified Issuer.
It shall also briefly describe any economic, fiscal, monetary policy, or political and social factors that have affected or may come to directly or indirectly affect the operation of the Simplified Issuer or the investments of non-resident holders.
Likewise, any known trend, commitment, or event that may or will significantly affect the liquidity of the Simplified Issuer, its operating results, or its financial situation (e.g., future salary increases, raw materials or product prices, changes in market share, entry of new competitors, possibility of renewing a relevant contract, changes in legislation, etc.) shall be identified.
Additionally, the Simplified Issuer shall identify recent behavior in production, sales, inventory levels, value of unfilled orders (backlog), as well as the behavior of its costs and selling prices.
On the other hand, the Simplified Issuer shall inform about the items of the Financial Statements that were re-expressed using indices other than the National Consumer Price Index of Mexico for the last 2 years; in such case, it shall be mentioned what index or reference factor was employed.
The analysis and comments on the financial information shall refer to the following topics:
i) Operating Results
Significant changes in sales, cost of sales, operating expenses, total financing cost, taxes, and net profit, corresponding to the last fiscal year, shall be explained, as well as a general explanation of the trend that these accounts have shown in the last 2 fiscal years and the factors that have influenced these changes.
Explain to what extent increases in sales (in the event that they have occurred) are attributable to price increases and to what extent they are attributable to volume increases or sales of new products.
If considered relevant, the impact of inflation and fluctuations in the exchange rate shall be explained, and the manner in which loans or investments in foreign currency are covered with export sales and other foreign exchange hedging instruments.
ii) Financial Situation, Liquidity, and Capital Resources
In this section, the Simplified Issuer shall provide the following information:
· Description of internal and external sources of liquidity, as well as a brief description of any important source of resources not yet used, including the nature of any restriction agreed with subsidiaries to transfer resources to the Simplified Issuer.
· Information on the level of indebtedness at the end of the last 2 fiscal years, as well as the seasonality of credit requirements and available credit lines.
In this sense, information on the profile of debt incurred shall be provided, indicating whether it is at a fixed or variable rate, as well as the financial instruments used, frequency, and manner of amortization of the titles, and, if applicable, indicate causes and treatment of early amortization, additionally considering if the following aspects could be considered causes thereof:
Default in the payment of principal or interest.
Cross-default and cross-acceleration with any other debt of the Simplified Issuer.
Breach of obligations to do or not to do.
Declaration or request for bankruptcy, liquidation, or commercial insolvency.
Delivery of significant false or incorrect information.
Changes in control of the Simplified Issuer.
· Description of the policies governing the treasury of the Simplified Issuer, as well as the currencies in which the cash or temporary investments of the Simplified Issuer are held as of the most recent date.
· To the extent considered relevant, information on the fiscal credits or debts that the Simplified Issuer holds at the last fiscal year shall be provided, indicating if they are current in the payment thereof.
· Information relative to relevant capital investments that were committed at the end of the last fiscal year, as well as the detail associated with said investments and the source of financing necessary to carry them out.
The Simplified Issuer shall explain the changes occurred in the main accounts of the balance sheet of the last fiscal year, as well as a general explanation of the trend of the same in the last 2 fiscal years.
In this sense, the use of financial ratios is recommended to achieve a better understanding of the changes in the financial situation.
Additionally, the Simplified Issuer shall indicate if there are relevant transactions not registered in the balance sheet or income statement, mentioning the basis for not registering said operations, and revealing the risk and future effect they might represent for its financial situation or results.
iii) Internal Control
The Simplified Issuer shall reveal if it has an internal control system and, if applicable, include a brief description of it and of the body or official responsible for establishing it.
Internal control shall be understood as the system that provides reasonable assurance that transactions are carried out and recorded in accordance with what is established by management, as well as with the general guidelines, criteria, and financial information standards applicable.
e) Critical Accounting Estimates, Provisions, or Reserves
The Simplified Issuer shall mention the critical accounting estimates, provisions, or reserves, understanding by critical accounting estimate, provision, or reserve any approximation made by management of an element, item, or account of the Financial Statements, which requires the Simplified Issuer to establish assumptions on aspects that are probable and can be reasonably estimated.
Additionally, it shall be informed if the Financial Statements will be significantly affected by changes in estimates, provisions, or reserves that may occur.
For each critical estimate, provision, or reserve, the following shall be presented at a minimum:
· A description of the estimate, provision, or reserve.
· Description of the methodology used to determine them.
· Description of the assumptions that support them.
· Description of events that may occur and that could significantly affect the methodology or assumptions used.
a) External Auditors
Any change of external auditors that has occurred in the last 2 fiscal years shall be mentioned, indicating if they resigned or were removed by the Simplified Issuer, as well as the reason for such resignation or dismissal.
On the other hand, it shall be specified if in the last 2 fiscal years the external auditors have issued a modified or unfavorable opinion, that is, qualified opinion, adverse opinion (or disclaimer of opinion) regarding the Financial Statements of the Simplified Issuer.
Likewise, the procedure followed to appoint external auditors shall be revealed, and the services that would have been provided to the Simplified Issuer for concepts other than auditing during the fiscal year being presented, amount paid for said services, and the percentage that represents of the total expenditures made to the audit firm where the external auditor works, shall be briefly described.
b) Transactions with Related Parties and Conflicts of Interest
In this section, those relevant transactions or credits that have been carried out in the last 2 fiscal years and up to the date of presentation of this report, between the Simplified Issuer and related parties to it, shall be described, indicating if they were carried out under market conditions.
In addition, operations that are entered into with companies on which the Simplified Issuer holds 10% or more of the shares with voting rights or shareholders who hold said percentage in the Simplified Issuer shall be made known.
Likewise, any other transaction that, in terms of the applicable accounting regulations, is considered as transactions with related parties shall be included.
c) Administrators and Shareholders or Holders' Assemblies
Regarding the board of directors, the number of members that compose it (owners and alternates), the type of directors (independent or not), their names, manner of designation, functions, and the powers of the board of directors shall be mentioned.
Likewise, the dates and types of general shareholders' assemblies in which they were designated and the period for which they were elected shall be mentioned.
Additionally, the following information shall be provided, both for directors and relevant executives:
name, sex, position, time working at the Simplified Issuer, companies where they are collaborating as main executives or as members of the board of directors, indicating if said companies have any type of relationship with the Simplified Issuer and any other information necessary to know their professional capacity.
Additionally,
the following information must be provided if considered relevant:
age, maximum level of education and companies where they have collaborated as relevant executives or as members of the board of directors.
In the event that there is kinship by blood or affinity up to the fourth degree or civil, including their spouses, concubines or partners, between any councilor or relevant executives, this must be explained.
Likewise, the composition by sex, in percentage terms, of the total of the relevant executives and of the councilors must be made known, indicating with respect to the latter their type and whether they are owners or substitutes.
Likewise, it must be indicated whether the Simplified Issuer has any policy or program that promotes labor inclusion without distinction of sex in the composition of its governing bodies and among its employees and, if applicable, describe it, including if it was, if applicable, authorized by any governing body and if there is, if applicable, any person responsible for its compliance.
The name, denomination or trade name of the following natural or legal persons must be provided, identifying the circumstance in which they fall:
a) Beneficiary shareholders of more than 10% of the share capital of the Simplified Issuer.
b) Shareholders who exercise significant influence.
c) Shareholders who exercise control or command power.
If through a group of persons, in terms of the Law, any of the aforementioned circumstances is reached, said group must be identified, as well as the natural person considered as the main beneficiary shareholder that is part of it.
Additionally, the name and the aggregated shareholding participation of the councilors and relevant executives in the Simplified Issuer who have an individual holding greater than 1% and less than 10% must be revealed.
When the information on the ownership of the aforementioned shares does not present any change, its revelation in the annual report may be omitted, provided that, in substitution, the reference to the public document in which such information can be consulted is included.
In the event that significant changes have occurred in the last 2 years, in the ownership percentage maintained by the current principal shareholders, this fact must also be revealed.
On the other hand, it must be indicated whether the Simplified Issuer is controlled, directly or indirectly, by another company, by a foreign government, or by any other natural or legal person and, if so, provide the names, as well as a brief description of the nature of such control, command power or significant influence, including the amount and proportion of the capital with voting rights.
Likewise, it is necessary to describe any commitment, known by the Simplified Issuer, that could signify a change of control in its shares.
For the purposes of what is provided in this section, a beneficiary shareholder will be understood as any person who, regardless of whether they are registered as the holder of the shares, enjoys the rights that these confer on them.
These benefits include the power to exercise voting rights, the sale of the shares or receiving the economic benefits derived from them.
Likewise, those shares that the natural or legal person can acquire in a period of less than 60 days through some agreement or option must be considered.
Likewise, beneficiary shareholders must be considered those persons who hold their Securities through 1 or more trusts, brokerage firms, legal advisors or other intermediaries, or through companies over which they exercise control, which means the direct or indirect power to direct the administration and policies of the company.
The total amount that represents together the benefits of any nature that were received from the Simplified Issuer during the last fiscal year by the persons who make up the board of directors, relevant executives and individuals who have the status of related persons must be made known.
On the other hand, the total amount provided for, or accumulated by the Simplified Issuer, for pension, retirement or similar plans, for the aforementioned persons, must be provided.
Likewise, a description of the type of compensation and benefits that the aforementioned persons receive together from the Simplified Issuer must be provided.
Likewise, the agreements or programs for the benefit of the members of the board of directors, relevant executives or employees of the Simplified Issuer that allow them to participate in its share capital must be mentioned, describing in detail their rights and obligations, including the mechanics for the distribution of shares and the determination of the prices at which they will be distributed.
Additionally, the Simplified Issuer must mention the committee or committees constituted to assist the board of directors in its functions, briefly describing them.
Likewise, the names of the members who form them must be cited, as well as whether said committee(s) has(have) at least one member who is a financial expert, and in the event of not having the latter, the reasons must be reported.
A financial expert will be understood as a person who has extensive experience as an external auditor, accountant, finance director, comptroller, or person who performs similar functions.
Information regarding the possible existence of intermediate administrative bodies must also be provided, including the name of their members, their relationship with the Simplified Issuer and a summary of the operational bases of said bodies.
In the event that the Simplified Issuer does not have these bodies, a mention to that effect must be made.
Likewise, the Simplified Issuer must reveal if it has codes of conduct applicable to the board of directors and relevant executives and, if applicable, include a summary of the main guidelines provided for in said codes of conduct.
In the case of Asset-Backed Securities, if any matter has been submitted to the vote of the holders of the Securities during the period covered by the report, through any appropriate means, provide the following information:
· The date and type of assembly.
· If in said assembly it was decided on the designation of executives, the name of each designated executive as well as any ratification carried out.
· A brief description of any matter submitted to vote during the assembly as well as the number of votes for each resolution, in favor or against.
· A description of the terms of any agreement taken between the Simplified Issuer and any other participant.
d) Articles of Association and other agreements
The power of the board of directors to establish compensation plans for executives and councilors, as well as to make decisions regarding any other matter in which they may have a personal interest, must be indicated.
Likewise, any agreement that has the effect of delaying, preventing, deferring or making more onerous a change in the control of the Simplified Issuer must be described.
On the other hand, the Simplified Issuer must reveal if there are trusts or any other mechanism, under which the corporate rights conferred by the shares are limited.
Regarding shares, additionally the following information must be presented:
a) In the event that modifications have been made to the articles of association, a summary of said modifications must be presented, as well as those most relevant statutory clauses such as those related to minority rights, corporate governance, share repurchase, among others.
b) On the other hand, the corporate rights granted by the different types of shares of the Simplified Issuer regarding the exercise of voting in general shareholders' meetings must be described, for example, restricted voting rights, no voting rights, full voting rights, preferential rights, minority rights and quorum for the installation and validity of resolutions.
Likewise, the process that must be followed to change the rights associated with the shares and any limitation for the acquisition of these by shareholders or a certain class of shareholders must be mentioned.
c) The Simplified Issuer must reveal if there are statutory clauses or agreements between shareholders that limit or restrict the administration of the Simplified Issuer or its shareholders (for example, establishing a minimum quorum for general shareholders' meetings above that established by the General Law of Commercial Companies, contracting liabilities, making investments, changing the compensation of relevant executives, selling assets, etc.).
Regarding financial entities:
d) That information referred to in article 86, fraction XI of the Securities Market Law.
Regarding Foreign Simplified Issuers:
e) Other corporate governance practices.
In the event that the Simplified Issuer adheres to any corporate governance code, a brief description of this must be included.
In the event that it does not adhere to any, a declaration to that effect must be included.
Likewise, other corporate governance practices that are considered relevant must be indicated such as:
· Existence of committees or persons in charge of corporate and/or audit practice functions.
· Minimum frequency and average of board of directors meetings.
· Access to information of the Simplified Issuer by councilors for decision-making.
· Existence of an internal audit area.
CAPITAL MARKET (only for Simplified Issuers of shares)
a) Share structure
In the event of having listed Securities in other markets, indicate the number and type of shares that represent said Securities and the rights of the holders.
b) Behavior of the share in the Securities market
An informative table must be shown showing how the shares of the Simplified Issuer behaved at the close of the last 2 fiscal years, each quarter for the last fiscal year and monthly for the 6 months prior to the presentation of this report, including the maximum and minimum price of the period, the volume traded by series, and the Exchange in which it is quoted.
It must explain in general terms, if applicable, the impact of the Market Maker's performance on the levels of operation and on the prices of the shares of the Simplified Issuer, as well as on the maximum price differentials between the buy and sell positions on said Securities to which the Market Maker is or was subject in accordance with what is established by the corresponding Exchange.
In the event that the quotation of its Securities has been suspended in the Exchanges in which it is quoted, explain the reasons for said suspension.
c) In the case of shares, Market Maker
In the event that the services of a Market Maker have been contracted (in accordance with the definition indicated in article 1 of the General Provisions applicable to securities issuers and other participants in the securities market), the following information must be provided:
· The denomination of each Market Maker that has provided its services during the immediate previous year.
· The identification of the Securities with which each Market Maker operated: type of security, quotation key (Simplified Issuer and series), ISIN / CUSIP Code, etc.
· The start of the validity, extension or renewal of the contract with the Market Maker in question, the duration of this and, if applicable, the termination or rescission of the corresponding contracts.
· The description of the services provided by the Market Maker; as well as the general terms and conditions of contracting, in the case of current contracts.
The general description of the impact of the Market Maker's performance on the levels of operation and on the prices of the Securities of the Simplified Issuer with which said intermediary operates.
GUARANTEE OR GUARANTOR INFORMATION or regarding those who have dependency as settlor, administrator or any other third party
In the case of guaranteed or secured issuances, the following information on the guarantee or guarantor must be included at a minimum, except regarding Subsidiaries of the Simplified Issuer, in which case the amount of their total assets, book capital, sales and operating profit must be revealed for each one, according to the latest financial statements audited by an external auditor, except when all subsidiaries have signed as guarantors:
· Trade name and commercial name or, if applicable, the name of the natural person, as well as a description of the business in which they participate.
· The Financial Statements.
Any other information that is considered relevant to evaluate the credit risk of the guarantee or guarantor in question.
RESPONSIBLE PERSONS
Include the name and position of the persons who prepared the annual report and who must sign the document, as follows:
1 The general director and the heads of the finance and legal areas, or their equivalents, of the Simplified 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 Simplified Issuer contained in this annual report, 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 annual report or that it contains information that could mislead investors. "
The representative, agent or attorney-in-fact of the legal person that provides the 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 that they audit, as well as any other financial information that is included in the annual report, whose source comes from the Financial Statements audited by them, alongside the following legend:
" The undersigned declares under oath that the Financial Statements contained in this annual report for the fiscal years (include the fiscal 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 (a specific mention of the standards used may be included). 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 indicated 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. However, the undersigned was not hired, 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. "
Regarding Asset-Backed Securities, additionally:
3.1. The legal representative of the trustee, alongside the following legend:
" The undersigned declares under oath that his 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 the applicable contracts, contained in this annual report, which, to the best of his knowledge and belief, reasonably reflects its situation and that he ensured that in the reported period there were no relevant differences between the income of the trust attributable to the assets, rights or Securities entrusted and the information he received from the administrator or operator regarding the collection of said assets, rights or Securities. Likewise, he declares that, within the scope of the activities for which he was hired, he has 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 general director and the heads of the finance and legal areas, or their equivalents, of the administrator or operator of the assets, rights or Securities entrusted, alongside 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 assets, rights or Securities entrusted, or any other information of my represented party contained in this annual report, 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 annual report or that it contains information that could mislead investors. "
3.3. The legal representative of the common representative, alongside the following legend:
" The undersigned declares under oath that his represented party, in its capacity as common representative, reviewed the financial information regarding the trust's assets, as well as that related to the issued Securities, the applicable contracts and the collection of the assets, rights or Securities entrusted, contained in this annual report, which, to the best of his knowledge and belief, reasonably reflects its situation. "
APPENDICES
Audited financial statements and opinions of the audit committee and reports of the commissioner, if applicable.
As well as the report of the commissioner, for the fiscal years in which said committee has not rendered its opinion and the audited financial statements by an external auditor of the last 2 fiscal years, adhering for its preparation to what is established by these provisions.
This information is disclosed in the prospectus and annual report.
ANNEX E
Rules of Operation, use of Electronic Keys and Passwords of the "STIV" Information Transfer System on Securities
First.- These rules aim to establish the procedure that must be followed for the electronic presentation of requests for Simplified Registration, Update of Simplified Registration, Taking of Note and Cancellation referred to in the General Provisions applicable to simplified issuers and securities subject to simplified registration ("Provisions"), as well as for the dissemination of information for purposes of promotion, marketing or advertising regarding Securities.
Second.- Simplified Issuers must send to the Commission the requests and the attached documentation required, in accordance with the Provisions, through the Commission's Internet page via STIV.
The documents must be sent on a single occasion and their content is the exclusive responsibility of the sender, so once sent they cannot be modified or replaced.
Third.- Requests may be sent at any time and day including weekends; however, the Commission will consider them presented only on business days and hours, so those received outside of said hours will be considered presented on the next business day. Likewise, once the information is submitted, the system will generate a receipt which will specify the date and time of receipt.
Fourth.- To send requests via STIV, the electronic user key and password must be obtained previously in accordance with the procedure established in the "User Manual" which is found on the Internet page of the
CNBV.
The Commission may request additional information to verify the identity of the person requesting the key and password mentioned.
Fifth.- Requests for keys and passwords may be made at any time and day, including weekends; however, the Commission will only resolve on business days and hours. The term to grant the user password of the STIV or, if applicable, to request additional information, shall be no later than the next business day following its receipt. Electronic keys and passwords will be notified to the user via email. They will be obtained once and will be used for the submission of any request referred to in Rule First.
Sixth.- The use of user keys and access passwords to the STIV shall be the exclusive responsibility of the user. The foregoing, without prejudice to other users being able to use them with their consent. Any request made through the key and password of a user shall be considered made by the registered user.
Seventh.- The Commission will proceed with the processing of requests when the user has correctly applied the procedure established in these rules and in the "User Manual". Documents sent electronically shall be considered authentic unless proven otherwise.
Eighth.- In case of modification of the data provided to request the key and password, the user shall be obligated to update said data in accordance with what is established in the "User Manual", with the Commission being authorized to cancel the key and password in case the information is erroneous or does not correspond to reality.
Ninth.- For the submission of a request, the corresponding menu for the Simplified Issuer, of request and value, must be selected, using the user key and password referred to in Rule Second, in accordance with what is indicated in the "User Manual". To this effect, a processing number and a password will be provided, with which the documents required by the Provisions for each request will be identified. The processing number and password must be kept by the representative or authorized person until the Commission resolves on said processing, in order to be able to continue with the sending of complementary information required by this Commission.
Tenth.- Once the filling of the documents is completed and the mailbox is closed by the user for its submission to the Commission, in accordance with what is established in the "User Manual", no subsequent submissions may be made for that same processing, until there is a response from the Commission. The foregoing shall not apply in duly justified cases where the Commission authorizes it.
Eleventh.- In the event that due to system failure, fortuitous event or force majeure the access to the STIV is not available, or exceptionally in duly justified circumstances at the discretion of the Commission, the submission of the request and its attached documentation may be made through the official registry of the Commission, on paper or by email that the Commission enables for such case, and addressed to the General Directorate of Issuers of said Commission.
Twelfth.- The Commission will publish, no later than the next business day following its submission, the requests and attached documentation on its Internet page.
Thirteenth.- The content of the electronic documents must correspond to the description of the document included, in accordance with the aforementioned "User Manual".
ANNEX F Simplified Registration Application
i. Name of the Simplified Issuer or, if applicable, the fiduciary institution Simplified Issuer, as well as of the settlor, the administrator and the beneficiary in the base issuance trust, type and nature of the Simplified Issuer.
ii. Name of the legal representative authorized to submit the request.
iii. Address and email addresses for receiving notifications, as well as telephone number in Mexico.
iv. Name(s) of the person(s) authorized to receive notifications and carry out the procedures inherent to the request.
v. Number and characteristics of the Securities to be registered (class, series, nominal value, ticker symbol, amount, term, interest rate, amortization, guarantee or collateral and any other that allows for their full identification). In the case of backed or guaranteed instruments, information on the guarantor or surety as well as on the guarantees, their constitution and manner of execution.
vi. In the case of fiduciary titles, description of the trust assets.
vii. In the case of registrations with public offering, the characteristics of said offering: a. Type of offering (primary, secondary, national, international). b. Number of titles to be placed. c. Total amount of the offering. d. Period or date of the offering. e. Name of the Placement Intermediary. f. Price range for placement and bases for its determination.
viii. In the case of debt titles: Name of the common representative of the holders.
ix. In the case of titles with a term equal to or less than 1 year: 1. General information regarding its activity and the location of its main offices, as well as data relating to the members of its board of directors and officials within the immediate hierarchy below the General Director and, if applicable, the name of the companies with which it forms part of the same business group or subsidiaries. The foregoing shall not apply to those Simplified Issuers that maintain other Securities registered, provided that they are up to date in the delivery of periodic information. 2. Information on the expenses incurred by the Simplified Issuer, for carrying out the simplified registration, issuance and placement of the Securities, including at least, the external auditors, (iv) rating agencies, (v) common representative and, (vi) if applicable, guarantor or surety; understanding that said information must be broken down by each of the advisors, service providers or companies hired by the Simplified Issuer.
x. Signature of the legal representative of the Simplified Issuer, of the legal representative of the shareholders or selling holders (in the case of secondary offerings) or, if applicable, of the fiduciary institution Simplified Issuer and of the settlor company, as well as the legal representative of the Stock Exchanges.
xi. Signature of the legal representative of the Placement Intermediary and, if applicable, of the entity that will act as common representative of the holders, solely and exclusively for the purpose of confirming the acceptance of their position.
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