Resolution of the Assistant Superintendent of Market Conduct Supervision No. 026-2025-SMV/11

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría Resolution of the Assistant Superintendent of Market Conduct Supervision No. 026-2025-SMV/11 Lima, April 1, 2025 Subject: To sanction Bank of China (Peru) S.A. with one (1) warning for having committed one (1) minor infraction, classified under item 3.6, number 3 of Annex I of the Sanctions Regulation. Regulated Entity: BANK OF CHINA (PERU) S.A. Subject Matter: Administrative Sanctioning Procedure of single administrative instance Main Type:
Item 3.6 of number 3 of Annex I of the Sanctions Regulation MINOR INFRACTION File No.: 2025002012 The Assistant Superintendent of Market Conduct Supervision SEEN:
The administrative file No. 2025002012, containing the administrative sanctioning procedure (hereinafter, PAS) initiated by the General Superintendentship of Conduct Compliance of the Securities Market Superintendence – SMV (hereinafter, the IGCC), against Bank of China (Peru) S.A. (hereinafter, the Issuer); as well as Report No. 299-2025-SMV/11.2 (hereinafter, the Report), issued by said IGCC; CONSIDERING:
I. FUNCTION AND COMPETENCE OF THE SASCM

1. That, the IGCC –the instructing body of the PAS referred to in the present case– has brought to the knowledge of the Assistant Superintendence of Market Conduct Supervision of the SMV (hereinafter, SASCM), the PAS contained in administrative file No. 2025002012 with the aim that it issues a decision as the sanctioning body of single instance, according to the type of infraction evaluated. In this way, the SASCM assumes competence in observance of the exercise

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría of the supervisory function and of the sanctioning faculty of the SMV established through the Unified Concorded Text of its Organic Law, Decree Law No. 26126 (hereinafter, LOSMV), and the Unified Ordained Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF-1 (hereinafter, TUO of the LMV); as well as by what is provided in the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, Sanctions Regulation); and, in articles 42 and 43 of the Organization and Functions Regulation of the SMV, approved by Supreme Decree No. 216-2011-EF (hereinafter, ROF-SMV), in the sense that it is a specific function of the SASCM to impose sanctions in single administrative instance for the commission of infractions whose compliance control corresponds to said Assistant Superintendence. Likewise, the SASCM has the faculties to issue corrective measures aimed at reversing the situation altered by the commission of the infraction;
II. FACTS, CHARGES, DEFENSES AND ALLEGATIONS
2.1 Fact
2. That, it was evaluated whether the Issuer complied with the obligation to present to the SMV information to which it is obligated by regulation;
2.2 Charge
3. That, as a result of said evaluation, through Letter No. 361-2025-SMV/11.2 of January 20, 2025 (hereinafter, Charge Letter), the charge was formulated against the Issuer because on May 27, 2024, it communicated the appointment of Ms. Xiaohui Yu in the position of director, agreement approved through a universal meeting held on the same day, as recorded in File No. 2024023813. In this sense, the Issuer was required to present the respective curriculum vitae of the mentioned director within ten (10) business days following her appointment, that is, by June 11, 2024 at the latest; however, by the date of preparation of the Charge Letter, it had not been presented;
4. That, in this sense, the commission of one (1) minor infraction classified under item 3.6 of number 3 of Annex I of the Sanctions Regulation was imputed to the Issuer;
2.3 Defenses and Allegations
5. That, through a document dated January 29, 2025, the Issuer presented its defenses, stating the following:
(i) The Issuer recognizes the commission of the infraction, according to what is established in letter a) of article 26 of the Sanctions Regulation.
(ii) Likewise, it requests that the criteria established in the Sanctions Regulation for the imposition of a sanction be taken into consideration:
a) Regarding sanction antecedents and recidivism, the Issuer indicated that there is no antecedent and that it is not a recidivist, which this

1 Through Supreme Decree No. 020-2023-EF, published on February 10, 2023 in the Official Newspaper El Peruano, the Unified Ordained Text of the Securities Market Law, Legislative Decree No. 861, was approved.

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría Assistant Superintendence can verify in the SMV sanctions system. b) Regarding the circumstances of the commission of the infraction, the Issuer pointed out that through a board session on May 27, 2024, it was agreed to take note of the resignation of Mr. Zhou and appoint Ms. Xiaohui Yu, proceeding with the update of the Board composition; however, the person in charge of sending the information to MVNet inadvertently omitted to send the director's curriculum vitae, a situation they could not detect until the notification of the Charge Letter. In order to mention the context in which the non-compliance occurred, the Issuer points out the date of entry into force of the obligation to submit curriculum vitae, as well as its modifications, highlighting that although the orientative and preventive supervision established for the 2023 exercise does not apply to its non-compliance, it requests to take into consideration that, before the appointment of Ms. Xiaohui Yu, the composition of its Board had not changed since March 2023, and that it presented its respective curriculum vitae on the same day it was notified with the Charge Letter. c) Regarding the damage caused and its repercussion on the market, the Issuer indicates that, at the date of the commission of the infraction, it only had two (02) shareholders, Bank of China Limited and Bank of China Group Investment Limited, who are the only ones who could have been affected. Furthermore, the Issuer manifested that it is registered in the RPMV only because article 291 of the General Law of the Financial System, Law No. 26702, so establishes. Likewise, the Issuer adds that, being a company of the financial system, in accordance with article 21-G2 of the Regulation of Corporate Governance and Integrated Risk Management, approved by SBS Resolution No. 272-2017, it is obliged to present before the Superintendence of Banks, Insurance and AFP (hereinafter, SBS) an evaluation report that certifies the suitability and morality of the appointed director, so the appointment of Ms. Xiaohui Yu was known to the respective regulator. d) With regard to the gravity of the damage to public interest, the Issuer reiterates that although the imputation corresponds to the violation of norms affecting market transparency, the proper functioning of the market has not been affected. e) Regarding the illegal benefit resulting from the commission of the infraction, the Issuer affirms that neither the company nor its shareholders have obtained any benefit from the imputation nor any other participant in the market in general. f) Regarding the probability of detection of the infraction, the Issuer points out that this is high, as it can be verified publicly since it is information available on the institutional page of the SMV, so it would be
impossible to hide infractions. g) Regarding the existence or non-existence of intent in the conduct of the infringer, the Issuer affirms that the commission of the infraction was due to negligence and that there was never any will to fail to comply with the obligations established in the

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría regulation, so, as soon as it took knowledge of it, “(…) proceeded immediately to remedy it, complying with presenting the required information on the same day of receipt of the Letter.”
6. That, the Unified Ordained Text of the General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS (hereinafter, TUO of the LPAG) contains common norms for the actions of the administrative function of the State and regulates all administrative procedures developed in the entities, including special procedures. Likewise, number 3) of article 248 of the TUO of the LPAG, points out the criteria regarding the graduation of the sanction: (a) The illicit benefit resulting from the commission of the infraction, (b) The probability of detection of the infraction, (c) The gravity of the damage to public interest and/or protected legal good, (d) The economic damage caused, (e) Recidivism, for the commission of the same infraction within the term of one (1) year from when the resolution that sanctioned the first infraction became final, (f) The circumstances of the commission of the infraction; and, (g) The existence or non-existence of intent in the conduct of the infringer;
7. That, the charge formulated, the defenses presented, and the criteria regarding the graduation of the sanction have been the subject of evaluation in the Report, which has been brought to the knowledge of the SASCM;
8. That, in observance of what is provided by number 5 of article 255 of the TUO of the LPAG, through Letter No. 1367-2025-SMV/11 of March 12, 2025, the Report was sent to the Issuer so that it may send its allegations within the term of five (5) business days of notification. However, to date, the Issuer has not presented its allegations to the Report;
III. QUESTIONS TO DETERMINE
9. That, in the present PAS it corresponds to determine the following:
(i) Whether the Issuer incurred or did not incur the infraction indicated in the Charge Letter and Report.
(ii) Whether it corresponds or does not correspond to sanction the Issuer;
IV. ANALYSIS
4.1 Applicable Normativity
10. That, article 13 of the TUO of the LMV, establishes the following: “Legal entities registered in the Registry and issuers of registered securities are obligated to present the information that this law and other general character provisions establish, being responsible for the truthfulness of said information”;
11. That, article 5 of article 5° of SMV Resolution No. 0192021-SMV/01, modified by SMV Resolution No. 010-2022-SMV/01 states:
“Article 5°.- Issuers with programs and/or securities registered in the Public Registry of the Securities Market must present the curriculum vitae of each of the appointed directors, a document that must contain updated information to the date of appointment of the said director, at least regarding the following:
(i) Its main activity or occupation, which is that which generates the largest part of its annual income; and, (ii) Its participation as a member in other boards, including the name of the society for which it performs said position.
Likewise, voluntarily, issuers may include information regarding the academic training and professional experience of the director, as well as any other additional information they consider relevant for the market.
The curriculum vitae of each of the appointed directors must be presented within ten (10) business days following their appointment, observing the ‘Technical Specifications of the Registration and Supervision Information System – SIRYS’, approved by the Superintendent of the Securities Market. Likewise, in the event that changes occur in the information within three (3) business days following having knowledge of said changes, observing the referred technical specifications.”;
12. That, in item 3.6 of number 3 of Annex I of the Sanctions Regulation, it has been provided that it constitutes a minor infraction: “Present outside the established term, or not present, the documentation or information, different from that indicated in the preceding number 3.1 to which they are obligated by regulation or by request of the SMV or not send it according to the technical specifications, when applicable, or send it incompletely”. (Underline added);
13. That, according to article 35 of the Sanctions Regulation, minor infractions are sanctionable with a warning or fine not less than one (1) UIT and up to twenty-five (25) UIT;
4.2 Evaluation of the case
14. That, in administrative file No. 2025002012, which contains the documentation of the present PAS, it is appreciated that through Memorandum No. 5366-2024-SMV/11.1 of December 30, 2024 (File No. 2024051960), the General Superintendentship of Conduct Supervision (hereinafter, IGSC) —the body of the SMV that has within its functions and faculties, the supervision of compliance with the norms applicable to companies with securities registered in the RPMV, evaluating the indications of possible infractions, and sends, for its consideration, the respective reports of indications of infractions, to the IGCC—, sent to the IGCC, the result of its evaluation, and specifically what refers to the present case;
15. That, it must be kept in mind that the procedures and legal forms with which the IGSC conducts its supervision and/or supervision activity and upon concluding it with a report of indications of infraction, determine that its pronouncement or opinion on a specific supervision topic –which even can contain a decision, for example, the adoption of corrective measures–, be an opinion on the substance of the matter; it must be specified that said opinion and the report of indications of infraction of the IGSC, is not binding for the IGCC, as established in the second paragraph of article 9 of the Sanctions Regulation 23 ;
16. That, in this way, it is had that in the evaluation of the facts related to the present PAS, two (2) other administrative bodies of the SMV, functionally independent from each other and from this Office, have intervened and participated previously to the issuance of this Resolution, first the IGSC which at its opportunity reported the indication of infraction and then the IGCC which, as a result of its evaluation, formulated the Charge Letter and the Report; and at this point of the PAS it corresponds to the Office of the SASCM to issue a pronouncement containing its decision regarding the mentioned charge, being precise to indicate that by the nature of the same, as previously pointed out, it will be a decision of single administrative instance;
17. That, it has been verified in the receipt charge that is in the PAS file, that the Issuer has not sent the corresponding allegations to the Report, it being necessary to take into account that the term granted for the sending of its allegations has elapsed, as previously pointed out;
18. That, with regard to the defenses presented by the Issuer, it corresponds to indicate the following:

• The charge imputed to the Issuer refers to the non-presentation of the curriculum vitae corresponding to Ms. Xiaohui Yu, since it had to be sent within ten (10) business days counted from her appointment as director on May 27, 2024 (File No. 2024023813); however, by the date of issuance of the Charge Letter, the referred information had not yet been presented.
• Regarding this, the Issuer recognized its responsibility expressly and in writing by virtue of letter a) of article 26 of the Sanctions Regulation; however, in order to provide elements to carry out the corresponding evaluation, and as a contribution to the clarification of the infraction, it develops each sanction criterion, these two (2) aspects are taken into consideration at the moment of the determination of the sanction.
• Finally, it is opportune to indicate that the Issuer, although it is an entity supervised by the SBS, is fully aware of its obligations before the SMV, which refer to the presentation of periodic and eventual information to the securities market. Therefore, it is its absolute responsibility to comply with the disclosure of relevant facts truthfully, completely and promptly as soon as they occur or are known, and in no case beyond the day they happened or were known.

19. That, having failed to present the curriculum vitae of its director detailed above and, in attention to the recognition of responsibility by the Issuer, it can be concluded that it incurred in one (1) infraction classified under item 3.6 of number 3 of Annex I of the Sanctions Regulation;
20. That, according to everything expressed, having accredited the conduct constitutive of infraction and determined the administrative responsibility by the Issuer, it corresponds to analyze the applicable sanction proposal, for which effect the principle of reasonableness and the sanction criteria will be taken into consideration, which will be developed in the following section;
    V. DETERMINATION OF THE SANCTION
21. That, the non-compliances referred to the presentation of the curriculum vitae of appointed directors, is classified under item 3.6 of number 3 of Annex I of the Sanctions Regulation, states that it constitutes a minor infraction: “Present outside the term, or not present, the documentation or information, different from that indicated in the preceding number 3.1 to which they are obligated by regulation or by request of the SMV or not send it according to the technical specifications, when applicable, or send it incompletely”;
22. That, according to article 35 of the Sanctions Regulation, said infraction is sanctionable with a warning or fine not less than one (1) UIT and up to twenty-five (25) UIT;
23. That, for the purpose of analyzing the corresponding sanction for this type of non-compliance, what is provided in article 25 of the Sanctions Regulation must be taken into account, in such sense, it proceeds to analyze: (i) the sanction antecedents; (ii) recidivism, for the commission of the same infraction within the term of one (1) year from when the resolution that sanctioned the first infraction became final the damage caused and its repercussion on the market; (iii) the circumstances of the commission of the infraction; (iv) the economic damage caused and its repercussion on the market; (v) the illicit benefit resulting from the commission of the infraction; (vi) the probability of detection of the infraction; (vii) the gravity of the damage to public interest and/or protected legal good; and, (viii) the existence or non-existence of intent in the conduct of the infringer, in concordance with what is provided by number 3) of article 248 of the TUO of the LPAG and article 348 of the LMV;
    SANCTION CRITERIA

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Document electronically signed digitally under Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship

24. That, regarding the gravity of the damage to the public interest and/or the protected legal interest, it is relevant to note that regarding the gravity of the damage to the public interest and/or the protected legal interest, it must be indicated that the timely submission of periodic or occasional information by issuers of securities registered in the RPMV constitutes a fundamental obligation in the transparency of the securities market, so that market participants can make their investment decisions adequately informed. Consequently, although no gravity of damage to the public interest is evidenced, the non-compliance with the obligation to inform the market within the deadline by the issuers affects the transparency of the market, which is considered a protected legal interest;

25. That, regarding the antecedents of the offender, it has been verified that the Issuer does not have sanction antecedents, as referred to in letter a) of article 25 of the Sanctions Regulation, which establishes that the antecedents of the offender are the sanctions imposed on them by the SMV that became final within the four (4) years prior to the moment of the commission of the infraction to be sanctioned;

26. That, regarding recidivism for the commission of the same infraction, it has been verified that there is no recidivism on the part of the Issuer, as referred to in letter b) of article 25 of the Sanctions Regulation, which provides that recidivism exists for the commission of the same infraction within the period of one (1) year from when the resolution sanctioning the first infraction became final;

27. That, regarding the criterion of circumstances of the commission of the infraction, it must be pointed out that, although the curriculum vitae of director Xiaohui Yu had not been presented at the time of the preparation of the Notice of Charges, the information disseminated by the issuers on the Institutional Page of the SMV in the Digital Platform of the Peruvian State for Citizen Orientation shows that the Issuer presented the aforementioned information on the same day as the notification of the Notice of Charges, that is, January 20, 2025;

28. That, regarding the existence of economic damage caused and its repercussion on the market, we must point out that there is indeed a damage that affects the market because by not disseminating relevant information such as the curriculum vitae of each of the designated directors in a timely manner, there is an impact on the transparency of the securities market, which is considered a protected legal interest;

29. That, regarding the illegal benefit obtained as a result of the commission of the infraction, in the present case, there are not sufficient elements to indicate that the Issuer obtained an illegal benefit as a consequence of the commission of the infraction under evaluation;

30. That, regarding the probability of detection of the infraction, we must indicate that the facts charged are verified through the internal control systems of the SMV, so it is considered that for this type of non-compliance, the probability of detection is high and less complex, as it results from the supervision activities of the SMV;

31. That, regarding the existence of

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Document electronically signed digitally under Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship intent in the conduct of the offender, it can be stated that there are not sufficient elements to indicate that the Issuer acted with intent in the commission of the infraction, so this criterion would not have been configured. However, it is necessary to indicate that despite there being no indications to suggest that the Issuer acted with intent, it can be affirmed that the conduct of the Issuer was negligent, by not acting with the diligence required given obligations already known to the Issuer;

32. That, taking into account the Sanction Criteria detailed previously and the evaluation carried out by this Adjunct Superintendency, it corresponds to impose on the Issuer as a sanction one (1) warning, in accordance with article 35 of the Sanctions Regulation, advising that the curriculum vitae of each of the designated directors must be presented within the established period of ten (10) business days;

ON THE RECOGNITION OF RESPONSIBILITY

33. That, in accordance with what is provided by the second paragraph of letter a) of article 26 of the Sanctions Regulation, when the applicable sanction is a fine, it is reduced in accordance with the rules of paragraphs 1), 2) and 3) of said article, which refers to the recognition of responsibility. In the present PAS, this Adjunct Superintendency, in imposing a warning sanction on the Issuer taking into consideration that the infraction is minor, that the Issuer has no antecedents, that it is not a recidivist, that it has not acted with intent, that it has repaired or corrected the effects of the non-compliance and, finally, has recognized the infraction; therefore, it is not applicable to make calculations regarding the aforementioned rules insofar as the sanction to be imposed is not a fine, and;

Being in accordance with what is provided in paragraphs 14 and 36 of article 43 of the Regulation of Organization and Functions of the Superintendency of the Securities Market – SMV, approved by Supreme Decree Nº 216-2011-EF;

RESOLVES:

Article 1°.- Declare that Bank of China (Peru) S.A. has incurred one (1) infraction of a minor nature, typified in paragraph 3.6 of numeral 3 of Annex I of the Sanctions Regulation, approved by SMV Resolution N° 035-2018-SMV/01, for failing to present the curriculum vitae of the designated director Xiaohui Yu.

Article 2°.- Sanction Bank of China (Peru) S.A. with one (1) warning, pursuant to article 1° of this Resolution.

Article 3°.- This Resolution does not exhaust the administrative route, it may be challenged before this Adjunct Superintendency of Market Conduct Supervision by filing a reconsideration appeal, an administrative remedy recognized in article 218 of the Single Text of the General Administrative Procedure Law – Law N° 7444, approved by Supreme Decree N° 004-2019-JUS, within the period of fifteen (15) business days, counted from the day following its notification, as it is a procedure of a single administrative instance.

Article 4°.- In case this Resolution is not subject to challenge, it must be published on the Institutional Page of the SMV in the Digital Platform of the Peruvian State for Citizen Orientation

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Document electronically signed digitally under Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship (www.gob.pe/smv), in observance of what is provided in paragraph 1 of article 7 of the “Policy on dissemination of normative projects, general legal norms, early agenda and other administrative acts of the SMV”, approved by SMV Resolution N° 014-2014-SMV/01 and its amendments, and by what is provided in the last paragraph of article 14 of the Sanctions Regulation, approved by SMV Resolution N° 035-2018-SMV/01.

Article 5°.- Transcribe this Resolution to Bank of China (Peru) S.A.

Register, communicate and publish.

Carlos Rivero Zevallos
Adjunct Superintendent
Adjunct Superintendency of Market Supervision Conduct