Resolution authorizing the disincorporation by dissolution and liquidation of the majority state-owned company FONATUR Solar, S.A. de C.V.

DOF: 29/04/2025

RESOLUTION authorizing the disincorporation by dissolution and liquidation of the majority state-owned company named FONATUR Solar, S.A. de C.V.

A seal with the National Emblem, which reads: United Mexican States.- Treasury.- Ministry of Treasury and Public Credit.- Secretary.- 100.- 059.

LIC. JOSEFINA RODRÍGUEZ ZAMORA

MINISTER OF TOURISM

PRESENT.

I refer to your letter number ST/143/2025, dated March 19, 2025, through which you request that steps be taken to authorize the disincorporation by dissolution and liquidation of the majority state-owned company named FONATUR Solar, S.A. de C.V.

Regarding this matter, based on Articles 31, fraction XXXIV, and 46, fraction II, of the Organic Law of the Federal Public Administration; Articles 28, 32, and 39 of the Federal Law of Parastate Entities; Articles 5, 6, and 8 of the Regulations of the Federal Law of Parastate Entities, and Article 3, first paragraph, of the Internal Regulations of the Ministry of Treasury and Public Credit, and

CONSIDERING

That by public deed number 56,193, dated February 24, 1970, the company named "Recro-Mex", Variable Capital Anonymous Company, was established before the notary public Lic. Julián Matute Vidal, Holder of Public Notary Office number 49 of the then Federal District, now Mexico City;

That by public deed number 132,416, dated May 8, 2008, before the notary public Lic. Joaquín Humberto Cáceres y Ferráez, Holder of Public Notary Office number 21 of the then Federal District, now Mexico City, the protocolization of the minutes of the Extraordinary General Shareholders' Meeting of "Recro-Mex", Variable Capital Anonymous Company, was recorded, where it was taken, among other agreements, to change the name of the Society to "FONATUR Prestadora de Servicios", Variable Capital Anonymous Company;

That by public deed number 100,216, dated May 2, 2019, before the notary public Lic. Carlos Antonio Morales Montes de Oca, Holder of Public Notary Office number 227 of Mexico City, the protocolization of the minutes of the Extraordinary General Shareholders' Meeting was recorded, where it was taken, among other agreements, to change the name of the Society to "Espacios Públicos y Equipamiento Urbano", Variable Capital Anonymous Company;

That by public deed number 113,473, dated December 7, 2020, before the notary public Lic. Alejandro Domínguez García Villalobos, Holder of Public Notary Office number 236 of Mexico City, the minutes of the Extraordinary General Shareholders' Meeting of the Society were protocolized, in which it was taken, among other agreements, to change the name of the Society to "FONATUR Solar", Variable Capital Anonymous Company;

That the Ministry of Tourism (SECTUR), in its capacity as sector coordinator, considered that FONATUR Solar, S.A. de C.V., has ceased to fulfill the purposes for which it was created, in terms of what is established by Article 32 of the Federal Law of Parastate Entities, which is why it proposed to the Ministry of Treasury and Public Credit its disincorporation, through its dissolution and liquidation;

That in the Second Ordinary Session 2022 of the Board of Directors of FONATUR Solar, S.A. de C.V., held on June 29, 2022, agreement CA-FS/SO-02-22/04 was adopted, through which the legal representatives of the entity were instructed to initiate the disincorporation process of said entity before SECTUR;

That in the First Extraordinary Session 2022 of the Board of Directors of FONATUR Solar, S.A. de C.V., held on October 12, 2022, agreement CA-FS/SE-01-22/02 was adopted, through which the legal representatives of the entity were instructed to carry out the necessary acts to formalize the disincorporation process through the scheme of dissolution and liquidation;

That in the Fourth Ordinary Session 2024 of the Intersecretarial Commission on Public Spending, Financing and Disincorporation, held on June 3, 2024, Agreement 24-IV-2 was issued, through which, among other things, the disincorporation by dissolution and liquidation of the majority state-owned company named FONATUR Solar, S.A. de C.V. was favorably reviewed;

That in the First Ordinary Session 2025 of the Intersecretarial Commission on Public Spending, Financing and Disincorporation, held on January 14, 2025, Agreement 25-I-3 was issued, through which, among other things, the strategic plan corresponding to the disincorporation by dissolution and liquidation of FONATUR Solar, S.A. de C.V., in the terms proposed, was favorably approved, and

That prior to the agreement of the Head of the Federal Executive, the proposal of SECTUR under its charge, in its capacity as sector coordinator, to carry out the disincorporation, through dissolution and liquidation, of FONATUR Solar, S.A. de C.V., is considered appropriate, so that based on everything stated above, I have deemed it appropriate to issue the following:

RESOLUTION

FIRST. The disincorporation by dissolution and liquidation of the majority state-owned company named FONATUR Solar, S.A. de C.V. is authorized, in terms of its bylaws and in accordance with the General Law of Commercial Societies, the Federal Law of Parastate Entities, the Regulations of the Federal Law of Parastate Entities, and other applicable legal provisions.

SECOND. In accordance with Agreement 25-I-3, issued by the Intersecretarial Commission on Public Spending, Financing and Disincorporation, in its First Ordinary Session 2025, held on January 14, 2025, it is established that the deadline for the conclusion of the disincorporation process by dissolution and liquidation of FONATUR Solar, S.A. de C.V. shall be twelve months from the date the administration of said company is delivered to the Institute for Returning to the People What Was Stolen (INDEP) in its capacity as liquidator.

THIRD. It shall be the responsibility of INDEP, in its capacity as liquidator of said entity, to promote and provide what is appropriate, in order for the authorized dissolution and liquidation process to be carried out in a timely, effective, transparent manner, and in compliance with applicable legal provisions.

FOURTH. FONATUR Solar, S.A. de C.V. will retain its legal personality exclusively for the purposes of the disincorporation process by dissolution and liquidation, in terms of the applicable legal provisions.

FIFTH. SECTUR, as the coordinating sector dependency, must carry out the necessary acts, in order to comply with the obligations established in fiscal, administrative, and in general, applicable provisions, that arise from the disincorporation by dissolution and liquidation, resulting from this Resolution.

SIXTH. Until the liquidator of FONATUR Solar, S.A. de C.V. has taken office and begun functions, in accordance with applicable provisions, the Board of Directors of said entity will continue in full functions.

SEVENTH. The remnants of the liquidation process of FONATUR Solar, S.A. de C.V., consisting of assets, movable and immovable property, and rights of a patrimonial nature, may be transferred by the liquidator, for the legal effects that may apply, to the National Fund for Tourism Development in its capacity as Majority Shareholder of the entity, prior to the conclusion of said process and in accordance with applicable regulations.

The remaining cash resources will be concentrated in the Federal Treasury in terms of the Federal Revenue Law for the Fiscal Year 2025 and other applicable provisions.

The expenditures that, if any, arise from the entry into force of this Resolution, including liabilities and contingencies that originate from the liquidation itself, as well as administrative expenses incurred by the liquidator in compliance with their duties, will be covered from the equity of FONATUR Solar, S.A. de C.V., so no additional financial resources will be authorized in the current exercise or subsequent ones, and the actions that derive from them will be executed with the intervention of personnel designated by SECTUR and the National Fund for Tourism Development.

EIGHTH. The Anticorruption and Good Government Secretariat, in accordance with its powers, will monitor the proper compliance with what is established in this Resolution.

NINTH. This Resolution will enter into force the day following its publication in the Official Gazette of the Federation.

Respectfully,

Mexico City, April 16, 2025.- The Secretary of Treasury and Public Credit, Édgar Abraham Amador Zamora.- Signature.

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