Resolution modifying the general provisions applicable to securities issuers and other participants in the Securities Market

DOF: 09/01/2024

RESOLUTION modifying the general provisions applicable to securities issuers and other participants in the Securities Market

On the margin a seal with the National Shield, which reads: United Mexican States.- HACIENDA.- Secretariat of Finance and Public Credit.- National Banking and Securities Commission.

The National Banking and Securities Commission, based on the provisions of articles 2, first paragraph, section VII; 6, third paragraph; 85, first paragraph, sections II, first paragraph and VII and second; 86, fourth paragraph; 88, first paragraph; 104, first paragraph, section VII, third and fifth of the Securities Market Law; 98 Bis of the Credit Institutions Law, as well as 4, sections V, XXXI, XXXVI and XXXVIII, as well as 16, section I of the National Banking and Securities Commission Law, and

CONSIDERING

That, with the purpose of providing flexibility in the deadlines for the disclosure of periodic information to issuers of fiduciary titles and other securities issued under trusts over assets other than shares placed through restricted public offerings, which invest at least 70 percent of the resources in collective investment mechanisms not listed on any stock exchange, so that they can disclose financial information within later deadlines than those established, harmonizing with what is currently observed by development trust certificates and investment project trust certificates when they invest at least that percentage of the issuance resources in said collective investment mechanisms, and with the aim of contributing to the development of the securities market in an equitable, efficient and transparent manner, it has been resolved to issue the following:

RESOLUTION MODIFYING THE GENERAL PROVISIONS APPLICABLE TO SECURITIES ISSUERS AND OTHER PARTICIPANTS IN THE SECURITIES MARKET

SOLE ARTICLE.- Articles 7, first paragraph, sections II, subsection b), numerals 1, first, third, fourth and fifth paragraphs and 2, VI, subsection a), numeral 6, IX, subsection a), numeral 8; 33, first paragraph, sections I, subsections a), numeral 3 and b), numeral 1, first, second and third paragraphs, II, fourth and fifth paragraphs; 50, first and second paragraphs, section VII, as well as Annex H Bis 5, in its section IV, subsection C), numeral 5, sub-subsection c), third paragraph, are REFORMED, and Article 50, second paragraph, section VII Bis, as well as Annex H Bis 1, in its section IV, subsection C), numeral 4, sub-subsection a), third paragraph of the "General provisions applicable to securities issuers and other participants in the securities market", published in the Official Gazette of the Federation on March 19, 2003, and last reformed by the resolution published in said dissemination body on August 16, 2022, to read as follows:

"Article 7.- Issuers, in addition to the information and documentation required in accordance with articles 2, 3, and 4 above, to obtain Registration in the Registry, must present to the Commission, by type of Security, the following documentation:

I.
. . .

II.
In the case of fiduciary titles and other Securities issued under trusts:

a)
. . .

b)
. . .

1.
The balance sheet of the patrimony affected in trust. When the fulfillment of the obligations in relation to the Securities issued under the trust depends totally or partially on the trustor, the administrator of the trust patrimony or any other third party, the information referred to in articles 2, section I, subsections c) and f) or 3, section VII of these provisions, as appropriate, must additionally be presented regarding the latter.

. . .

Likewise, the information that, in terms of article 2, section I, subsection f) of these provisions, is presented regarding any third party referred to in this numeral other than the trustor or patrimony administrator, guarantor or endorser of the assets, must be prepared in accordance with the provisions of articles 78 Bis 1 or 79 of these provisions, as appropriate.

In the event that the resources of the issuance, carried out through a restricted Public Offering, are intended primarily to invest in collective investment mechanisms not listed on any stock exchange, the warning must be included in the terms provided by the placement prospectus in accordance with Annex H Bis 1 of these provisions, that the quarterly financial information referred to in article 33, section II of these provisions may be disclosed, at the latest, within 20 business days following the end of the quarter subsequent to that to which the information corresponds. Likewise, it must be specified that the annual financial statements or their equivalents referred to in article 33, section I, subsection a), numeral 3 of these provisions, as well as the annual report established in the aforementioned article 33, section I, subsection b), numeral 1 of these provisions, will be presented, at the latest, on June 30 of each year.

For the purposes of the provisions of this numeral, preponderance shall be understood as at least 70% of the issuance resources.

2.
The legal opinion referred to in article 2, section I, subsection h) of these provisions, which additionally refers to the validity of the trust agreement, the existence of the trust patrimony and the powers of the trustor to affect said patrimony in trust.

3. to 7.
   . . .

. . .

. . .

. . .

. . .

III. to V. . . .

. . .

. . .

. . .

. . .

VI.
. . .

a)
. . .

1. to 5.
   . . .

6.
In the event that the resources of the issuance are intended primarily to invest in collective investment mechanisms not listed on any stock exchange, the warning must be included in the terms provided by the placement prospectus, in accordance with Annex H Bis 2 of these provisions, that the quarterly financial information referred to in article 33, section II of these provisions may be disclosed, at the latest, within 20 business days following the end of the quarter subsequent to that to which the information corresponds. Likewise, it must be specified that the annual financial statements or their equivalents referred to in article 33, section I, subsection a), numeral 3 of these provisions, as well as the annual report established in the aforementioned article 33, section I, subsection b), numeral 1 of these provisions, will be presented, at the latest, on June 30 of each year.

For the purposes of the provisions of this numeral, preponderance shall be understood as at least 70% of the issuance resources. In the case of development trust certificates issued under the Capital Calls mechanism, 70% of the resources shall be with respect to the maximum amount of the issuance.

7 to 14.
. . .

b) and c)
. . .

VII. and VIII.
. . .

IX.
In the case of investment project trust certificates:

a)
. . .

1. to 7.
   . . .

8.
In the event that the resources of the issuance are intended primarily to invest in collective investment mechanisms not listed on any stock exchange, the warning must be included in terms of the provisions of the placement prospectus in accordance with Annex H Bis 5 of these provisions, that the quarterly financial information referred to in article 33, section II of these provisions may be disclosed, at the latest, within 20 business days following the end of the quarter subsequent to that to which the information corresponds. Likewise, it must be specified that the annual financial statements or their equivalents referred to in article 33, section I, subsection a), numeral 3 of these provisions, as well as the annual report established in the aforementioned article 33, section I, subsection b), numeral 1 of these provisions, will be presented, at the latest, on June 30 of each year.

For the purposes of the provisions of this numeral, preponderance shall be understood as at least 70% of the issuance resources. In the case of investment project trust certificates issued under the Capital Calls mechanism, 70% of the resources shall be with respect to the maximum amount of the issuance.

9. to 21.
   . . .

b)
. . .

. . .

. . .

. . . "

"Article 33.- Issuers with Securities registered in the Registry must provide the Commission, the Stock Exchange where their Securities are listed, and the general public with the financial, economic, accounting, and administrative information indicated below, in the manner and with the following periodicity:

I.
. . .

a)
. . .

1. and 2.
   . . .

3.
Annual financial statements or their equivalents, audited in accordance with the "General provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that contract external audit services for basic financial statements" and their modifications, depending on the nature of the Issuer, accompanied by the external audit opinion, as well as those of their associates that contribute more than 10% to their consolidated profits or total assets, excluding investment funds when the Issuer is a financial entity. The financial statements of the associates must be prepared in accordance with the provisions of articles 78 Bis 1 or 79 of these provisions, as appropriate.

The annual financial statements referred to in this numeral must be accompanied by a certificate signed by the general director and the heads of the finance and legal areas, or their equivalents, of the Issuer, within their respective competencies, identifying the period to which the financial information corresponds, below the following legend:

"We, the undersigned, declare under oath that, within the scope of our respective functions, we prepared the information related to the issuer contained in the annual financial statements which, to our best knowledge and belief, reasonably reflects its situation. Likewise, we declare that we have no knowledge of relevant information that has been omitted or falsified in these financial statements or that these contain information that could mislead investors."

The annual financial statements or their equivalents corresponding to Issuers of fiduciary titles and other Securities issued under trusts over assets other than shares, placed through a restricted Public Offering, as well as development trust certificates or investment project trust certificates that, in terms of article 7, first paragraph, sections II, subsection b), numeral 1, fourth paragraph of said numeral, VI, subsection a), numeral 6; or IX, subsection a), numeral 8 of these provisions, respectively, allocate at least 70% of the issuance resources to investment in collective investment mechanisms not listed on any stock exchange, must be presented, at the latest, on June 30 of each year.

When the aforementioned Issuers maintain more than 30% of the issuance resources invested in Securities other than those indicated in article 7, first paragraph, sections II, subsection b), numeral 1, fourth paragraph of said numeral; VI, subsection a), numeral 6; or IX, subsection a), numeral 8, of these provisions, the provisions of the preceding paragraph shall not apply to them and they must present the annual financial statements or their equivalents within the period indicated in subsection a) of this section.

4. and 5.
   . . .

b)
. . .

1.
Annual report corresponding to the immediately preceding fiscal year, prepared in accordance with the instructions accompanying these provisions as Annexes N, N Bis, N Bis 1, N Bis 2, N Bis 3, N Bis 4 or N Bis 5, as appropriate for the type of Issuer, signed on the final page by:

1.1. to 1.4.
. . .

The annual report corresponding to Issuers of fiduciary titles and other Securities issued under trusts over assets other than shares placed through a restricted Public Offering, as well as development trust certificates or investment project trust certificates that, in terms of article 7, first paragraph, sections II, subsection b), numeral 1, fourth paragraph of said numeral, VI, subsection a), numeral 6; or IX, subsection a), numeral 8 of these provisions, respectively, allocate at least 70% of the issuance resources to investment in collective investment mechanisms not listed on any stock exchange, must be presented, at the latest, on June 30 of each year.

In the event that the aforementioned Issuers maintain more than 30% of the issuance resources invested in Securities other than those indicated in article 7, first paragraph, sections II, subsection b), numeral 1, fourth paragraph of said numeral; VI, subsection a), numeral 6; or IX, subsection a), numeral 8 of these provisions, the provisions of the preceding paragraph shall not apply to them and they must present the annual report within the period indicated in the first paragraph, subsection b) of this section.

2. and 3.
   . . .

II.
. . .

. . .

. . .

The deadlines of 20 and 40 business days referred to in the second paragraph of this section shall not be applicable to those Issuers of fiduciary titles and other Securities issued under trusts over assets other than shares, placed through a restricted Public Offering, as well as development trust certificates or investment project trust certificates that, in terms of article 7, sections II, subsection b), numeral 1, fourth paragraph of said numeral, VI, subsection a), numeral 6; or IX, subsection a), numeral 8 of these provisions, respectively, allocate at least 70% of the issuance resources to investment in collective investment mechanisms not listed on any stock exchange. Issuers of such fiduciary titles must present the quarterly information referred to in this section, at the latest, within 20 business days following the end of the quarter subsequent to that to which the information corresponds.

When the Issuers referred to in the preceding paragraph maintain more than 30% of the issuance resources invested in Securities other than those indicated in article 7, sections II, subsection b), numeral 1, fourth paragraph of said numeral, VI, subsection a), numeral 6; or IX, subsection a), numeral 8 of these provisions, the provisions of the preceding paragraph shall not apply to them and they must present the quarterly information within the period indicated in the second paragraph of this section.

. . .

. . .

. . .

. . .

a) and b)
. . .

III.
. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . . "

"Article 50.- Issuers of Securities registered in the Registry must transmit their Relevant Events to the Stock Exchange where their Securities are listed through SEDI, in the manner and terms established in this Title and, subsequently on the same date, to the Commission through STIV-2.

By way of illustration but not limitation, and whenever they influence or may influence the prices of the Securities registered in the Registry, the following shall be considered Relevant Events:

I. to VI.
. . .

VII.
In the case of fiduciary titles, in relation to the trust assets, rights or Securities:

a) to e)
. . .

VII Bis. In the case of fiduciary titles and other Securities issued under trusts over assets other than shares placed through a restricted Public Offering that allocate at least 70% of the issuance resources to investment in collective investment mechanisms not listed on any stock exchange:

a)
Whose placement prospectus has included the provisions of article 7, section II, subsection b), numeral 1, fourth paragraph of these provisions, when they maintain more than 30% of the issuance resources in investments in Securities other than those indicated in said numeral, in which case, additionally, they must disclose that, from that moment, the quarterly and annual financial information, as well as the annual report, will be disclosed in terms of article 33, sections I, subsections a), first paragraph and b), first paragraph, and II, second paragraph of these provisions, as appropriate for the type of information.

b)
In the event that they obtain authorization from the Commission to publish an informative notice, complementary to the placement prospectus, through which they inform the adoption to avail themselves of the regime provided for in article 7, section II, subsection b), numeral 1, fourth paragraph of these provisions, they must disclose such fact, as well as that, from that moment, the quarterly financial information referred to in article 33, section II will be disclosed, at the latest, within 20 business days following the end of the quarter subsequent to that to which the information corresponds, and that the annual financial statements or their equivalents indicated in article 33, section I, subsection a), numeral 3, as well as the annual report referred to in article 33, section I, subsection b), numeral 1, all of these provisions, will be presented, at the latest, on June 30 of each year.

VIII. to X.
. . .

. . .

. . .

. . .

. . . "

TRANSITORY

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

Sincerely

Mexico City, December 22, 2023.- President of the National Banking and Securities Commission, Dr. Jesús de la Fuente Rodríguez.- Signature.

"ANNEX H BIS 1

Instructions for the preparation of placement prospectuses, informative brochures and informative supplements applicable to fiduciary titles over assets other than shares

I. to III.
. . .

IV.
INFORMATION REQUIRED IN THE PROSPECTUS

A) and B)
. . .

C)
Information that the chapters of the prospectus must contain

. . .

1) to 3)
. . .

4)
FINANCIAL INFORMATION OF THE TRUST (if applicable)

a)
Selected financial information of the trust

. . .

In the case of fiduciary titles and other Securities issued under trusts over assets other than shares placed through a restricted Public Offering, which intend to allocate at least 70% of the issuance resources to investment in collective investment mechanisms not listed on any stock exchange, in terms of article 7, section II, subsection b), numeral 1, fourth paragraph of these provisions, the warning must be included that the quarterly and annual financial information, as well as the annual report, may be presented within the deadlines referred to in article 33, sections I, subsections a), numeral 3, fourth paragraph, and b), numeral 1, second paragraph, and II, fourth paragraph of these provisions, depending on the type of information in question, as well as the causes of the delay.

5) to 7)
. . . "

"ANNEX H BIS 5

Instructions for the preparation of placement prospectuses, informative brochures and informative supplements applicable to Investment Project Trust Certificates

I. to III.
. . .

IV.
INFORMATION REQUIRED IN THE PROSPECTUS

A) and B)
. . .

C)
Information that the chapters of the prospectus must contain

. . .

1) to 4)
. . .

5)
THE ADMINISTRATOR OF THE TRUST PATRIMONY OR TO WHOM SAID FUNCTIONS ARE ENTRUSTED

a) and b)
. . .

c)
Administrators and holders of the certificates

See Annex N Bis 5, section II, subsection C), numeral 4), subsection c).

When it concerns fiduciary titles whose resources from the issuance are intended to allocate at least 70% to investment in collective investment mechanisms not listed on any stock exchange, in terms of article 7, section IX, subsection a), numeral 8, second paragraph of these provisions, the warning must be included that the quarterly and annual financial information, as well as the annual report, may be presented within the deadlines referred to in article 33, sections I, subsection a), numeral 3, fourth paragraph, and subsection b), numeral 1, second paragraph and II, fourth paragraph of these provisions, depending on the type of information in question, as well as the causes of the delay.

6) to 8)
. . . "

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