Resolution modifying the General Provisions applicable to securities broker-dealers — SHCP — MX

DOF: 28/09/2016

RESOLUTION modifying the General Provisions applicable to securities broker-dealers

A seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Banking and Securities Commission, is placed at the margin.

The National Banking and Securities Commission, with the agreement of its Board of Directors, based on the provisions of Articles 119, fractions II and III of the Securities Market Law, as well as 4, fractions XXXVI and XXXVIII and 16, fractions I and VII of the National Banking and Securities Commission Law, and

CONSIDERING

That in order to avoid duplication and as an administrative convenience, in the case where one or more persons intend to participate indirectly in the share capital of a securities broker-dealer that belongs to a financial group, due to the acquisition of shares of the share capital of the controlling company, it is deemed convenient that for the purposes of the corresponding procedure before the National Banking and Securities Commission, the information considered relevant to the potential shareholders be that which is presented to the Ministry of Finance and Public Credit and regarding which opinion is requested from the Commission itself, since it is the same information, and

That additionally, in consistency with what is provided by the Securities Market Law, it is necessary to clarify that regarding the indirect participation carried out by individuals through legal entities in the share capital of securities broker-dealers, the National Banking and Securities Commission may require the necessary information from all shareholders of said legal entities, has resolved to issue the following:

RESOLUTION MODIFYING THE GENERAL PROVISIONS APPLICABLE TO SECURITIES BROKER-DEALERS

SOLE.- Articles 1 Bis, fraction III, subsection b), second paragraph and second paragraph of said article; Article 11, fraction III, second paragraph; are REFORMED; Article 11 is ADDED with a third paragraph; and Annex A of the "General Provisions applicable to securities broker-dealers", published in the Official Gazette of the Federation on September 6, 2004, modified by Resolutions published in the said Official Gazette on March 9, 2005, March 29, June 26, December 6 and 22, 2006, January 17, 2007, August 11, September 19 and October 23, 2008, April 30 and December 30, 2009, February 4, July 29 and November 26, 2010, August 23, 2011, February 16, March 23 and December 17, 2012, January 31, July 2 and 11, 2013, January 30, June 5 and 30, December 19, 2014, January 6, 8 and 9, March 13, September 18, December 31, 2015 and May 12, 2016, are SUBSTITUTED, to read as follows:

"FIRST to SEVENTH TITLES

...

Annex A

Information of potential shareholders.

Annexes B to 17

..."

"Article 1 Bis.- ...

I. and II.

...

III.

...

In the event that there are schemes of indirect participation in the share capital of securities broker-dealers, the Commission will evaluate, in terms of the law, the suitability of any person or investment vehicle such as trusts, mandates, commissions or other similar figures, that participate directly or indirectly in the share capital of the securities broker-dealer down to the ultimate beneficiaries, for which all of them must present the information referred to in this fraction, considering what is provided in subsection a) above.

IV. to VI.

...

Those provided for in fractions III, subsection a) and IV of this article are exempted from the potential shareholders of the securities broker-dealer that have the status of financial entity supervised by the Commission or by any other National Supervisory Commissions, or these are shareholders of said financial entities, and their participation has been authorized in a period not greater than five years prior to their application, in which case they must present a sworn statement to the effect that their financial situation has not varied with respect to that previously sent to the aforementioned Commissions in such a way as to prevent them from carrying out the acquisition in question. Additionally, what is provided in fraction III, subsection a) above will not be applicable to foreign financial entities that intend to constitute a subsidiary securities broker-dealer. This is without prejudice to the powers that the Commission has to corroborate the truthfulness of the information provided.

..."

"Article 11.- ...

I. and II. ...

III.

...

In the event that there are schemes of indirect participation in the share capital of the securities broker-dealer, the Commission will evaluate, in terms of the law, the suitability of any person or investment vehicle such as trusts, mandates, commissions or other similar figures, that participate directly or indirectly in the share capital of the securities broker-dealer down to the ultimate beneficiaries, for which all of them must present the information referred to in this fraction, considering what is provided in the previous paragraph.

Persons who intend to indirectly acquire shares representing the share capital of a securities broker-dealer due to the acquisition of shares of a controlling company of a financial group, will be exempt from presenting to the Commission the information referred to in the previous paragraph, provided that such persons have submitted the information referred to in Article 28 of the Law to Regulate Financial Groups to the Ministry of Finance and Public Credit, in the respective authorization procedure before said dependency. For the purposes of the corresponding evaluation, the Commission will take into account the information sent to it by the Ministry of Finance and Public Credit pursuant to said legal provision and the other applicable provisions. This is without prejudice to the powers that the Commission has to corroborate the truthfulness of the information provided, as well as to require in any case the presentation of the information and documentation referred to in the previous paragraph.

IV.

...

..."

TRANSITIONAL

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

Respectfully,

Mexico City, September 19, 2016.- The President of the National Banking and Securities Commission, Jaime González Aguadé.- Rubric.

ANNEX A

INFORMATION OF POTENTIAL SHAREHOLDERS

Name or possible name of the securities broker-dealer.

Date of preparation.

To be filled out by the CNBV:

Reference.

This information is part of the application submitted to the National Banking and Securities Commission, its content is confidential and will be subject to review and verification.

Filling Instructions.

This form must be filled out by:

a.-

Shareholders who intend to participate, directly or indirectly, with 5% or more of the share capital or acquire control of the securities broker-dealer.

b.-

Persons who intend to receive as collateral, implying transfer of ownership, shares representing more than 30% of the share capital, who will fill out what is requested for shareholders.

No blank spaces should be left, in any case mention: none, no, I don't have, not applicable.

All names and data required must be presented in full (e.g. persons with two names).

Section 1.

Personal identification data.

INDIVIDUALS.

First name(s).

Paternal surname.

Maternal surname.

Nationality.

CURP (Unique Population Registry Code).

Address for hearing and receiving notifications.

Street and exterior and interior number.

Neighborhood.

Delegation or municipality.

Federal Entity.

Postal code.

Country.

Identification data.

LEGAL ENTITIES.

Name or trade name.

Main activity.

Nationality.

RFC (Taxpayers' Registry ID).

Address for hearing and receiving notifications.

Street and exterior and interior number.

Neighborhood.

Postal code.

Delegation or municipality.

Federal Entity.

Country.

Name of shareholders who participate with

10% or more of the share capital of the legal

entity.*

Shareholder

(%)

In the case of legal entities, trusts or other investment vehicles, the direct and indirect participations of individuals in the capital thereof, must be related and broken down to the identification of the individuals who are the ultimate beneficiaries of said participations.

According to statutes, can it invest in other companies?

Yes

Does it have or have had investment in financial entities?

Yes

Specify:

___ % equity. Name: __________________________

Section 2.

Participation of the person in the securities broker-dealer.

Shareholder (if applicable).

___ % shareholding.

Position to be held.

President of the Board of Directors.

Proprietor Director.

Independent:

Yes ¨ No

Alternate Director.

Independent:

Yes ¨ No

Secretary of the Board of Directors.

General Manager.

Legal Director.

Finance Director.

Commercial Director.

Other(s).

Specify: ____________________________________

Section 3

Financial relationship.

a) Assets and rights.

AMOUNT

(thousands of

pesos)

1.- REAL ESTATE.

Total:

2.- SECURITIES AND OTHER MOVABLE PROPERTY.

Total:

3.- BANK BALANCES.

Total:

4.- OTHERS.

Total:

5.- TOTAL ASSETS AND RIGHTS (gross equity).

b) Debts and obligations.

6.- MORTGAGES AND CREDITS FROM FINANCIAL ENTITIES.

Total:

7.- OTHERS.

Total:

8.- TOTAL DEBTS AND OBLIGATIONS.

9.- EQUITY (Subtract 8 from 5).

10.- GUARANTEES AND BONDS GRANTED.

11.- INSURANCE POLICIES.

12.- TOTAL INCOME.

Amount

(thousands of pesos)

Main source(s) of income

Last year 20_ _.

Penultimate year 20_ _.

Antepenultimate year 20_ _.

13.- SOURCE OF RESOURCES TO PARTICIPATE AS A SHAREHOLDER IN THE ENTITY.

SOURCE

ENTITY OR PERSON

AMOUNT

(thousands of pesos)

(%)

Own resources.

N/A

Others. Specify:________

TOTAL RESOURCES:

100 %

14.- COMMENTS AND CLARIFICATIONS.

Section 4.

Additional information.

If you consider that there is any other relevant information not contemplated in the previous sections, you must list the information and comment in the following box.

Section.

Information.

Section 5.

Declarations and signatures.

By this document, the undersigned authorizes the National Banking and Securities Commission, regarding the information provided here, to:

Verify it as it deems appropriate, as well as to obtain from any other authority it deems convenient information about my person, in connection with the authorization application submitted to said Commission.

Share it on a confidential basis with the National Insurance and Surety Commission, the National Retirement Savings System Commission, the Bank of Mexico, the Tax Administration System, the Attorney General's Office and other authorities, for the exclusive fulfillment of their functions.

I confirm that I have read and filled out this form with care, such that I understand its content and legal implications.

I understand that providing false data will be grounds for exclusion of the undersigned, without prejudice to the criminal penalties or legal sanctions that may apply according to the case.

I DECLARE UNDER OATH THAT THE DATA CONTAINED

IN THIS DECLARATION ARE TRUE.

Signature of the person

NAME.

DATE.

Section 6.

Documents to be attached to this application.

INDIVIDUALS:

Copy of valid official identification (voter credential or valid passport and in the case of foreign nationals, migratory form or passport).

Copy of the annual tax return for the last three fiscal years.

LEGAL ENTITIES:

Certified copy of the current bylaws.

Authenticated copy by the sole administrator or by the secretary of the board of directors of the audited annual financial statements and the external auditor's opinion, in case they are obliged to do so, approved by their administrative body for the last three social years, or those corresponding according to the date of their constitution.

In its case, authenticated copy by the secretary of the board of directors of the resolution of the administrative body that approves the subscription and payment of the shares of the securities broker-dealer to be constituted or in which it is intended to participate.

Copies of the annual tax returns for the last three fiscal years.

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