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禹洲集团(01628) - 2025 - 中期财报
YUZHOU GROUPYUZHOU GROUP(HK:01628)2025-09-23 00:00

Corporate Information This section provides fundamental corporate details of the Group, including board members, committees, and key operational addresses Company Overview This section details the fundamental corporate information of Yuzhou Group Holdings Company Limited and its subsidiaries - Board members include Executive Directors Ms. Guo Yinglan and Mr. Lin Conghui, Non-executive Directors Mr. Lam Lung On and Mr. Lam Wai Hon (appointed on September 1, 2025), and Independent Non-executive Directors Mr. Lam Kwong Siu, Mr. Wong Shun Kwong, and Mr. Yu Shangyou35 - Mr. Liang Xingchao was appointed as a Non-executive Director on April 11, 2025, and resigned on August 29, 2025; Mr. Song Jiajun resigned on April 11, 202535 - The company's principal executive and management centers are located in Shanghai and Shenzhen, China, with its Hong Kong principal place of business in Central68 Chairman's Statement The Chairman's Statement reviews the market, company performance, and strategic responses to industry challenges Market Review and Company Response Despite a sluggish real estate market in H1 2025, the Group actively implemented innovative marketing strategies and achieved significant delivery results, with offshore debt restructuring becoming effective post-period - In H1 2025, national new commercial residential property sales amounted to RMB 4,424.1 billion, a 5.5% year-on-year decrease; residential sales decreased by 5.2% year-on-year1617 - Yuzhou Group's cumulative contracted sales reached RMB 3.729 billion, a 14.2% decrease year-on-year; cumulative contracted sales area was 254,589 sqm, down 8.9% year-on-year; average contracted sales price was RMB 14,645 per sqm, a 5.9% decrease year-on-year2021 - The company continued to implement the 'Yuzhou Meihao' 1628 delivery assurance system, with multiple projects achieving an overall concentrated delivery rate of over 80%, earning high customer recognition2224 - The offshore debt restructuring plan officially became effective on August 29, 2025, with all restructuring conditions met2325 - The company will adhere to three principles: 'strategic clarity, innovative breakthroughs, and collective progress,' focusing on sales promotion and capital control, accelerating the revitalization of existing assets, and improving capital turnover efficiency3031 Management Discussion and Analysis This section provides an in-depth analysis of the Group's operational and financial performance, market conditions, and strategic outlook Market and Business Review H1 2025 saw a continued downturn in China's real estate market, with weak sentiment and declining investment, despite some growth in new home sales in key cities - In H1 2025, the cumulative contracted sales of TOP-100 real estate enterprises recorded a double-digit year-on-year decrease, though the decline narrowed compared to the same period last year3437 - New home transaction areas generally increased in tier-one and strong tier-two cities, with double-digit growth in Shenzhen and Guangzhou and slight growth in Beijing and Shanghai, intensifying market differentiation3537 - Real estate investment in H1 2025 amounted to RMB 4.67 trillion, a 11.2% year-on-year decrease3637 Overall Performance In H1 2025, Yuzhou Group reported RMB 2.397 billion in revenue, a RMB 7.392 billion loss, and a RMB 19.447 billion capital deficit, with no interim dividend recommended Overall Financial Performance in H1 2025 | Metric | Amount (RMB thousand) | | :--- | :--- | | Revenue | 2,396,520 | | Loss | 7,391,530 | | Capital Deficit | 19,446,610 | - The Board did not recommend the payment of an interim dividend for the six months ended June 30, 20254043 Sale of Properties During the period, the Group's property sales revenue significantly decreased by 64.52% year-on-year to RMB 2.174 billion, primarily due to a reduction in delivered property area, with the Central China region being the main contributor Property Sales Revenue and Delivered Area (H1 2025 vs H1 2024) | Metric | H1 2025 | H1 2024 | Change Rate | | :--- | :--- | :--- | :--- | | Property Sales Revenue (RMB thousand) | 2,174,380 | 6,128,391 | -64.52% | | Total GFA Delivered (sqm) | 278,399 | 442,612 | -37.09% | | Average Selling Price (RMB/sqm) | 7,810 | 13,846 | -43.60% | - The Central China region was the main contributor to recognized revenue in H1 2025, accounting for 31.94%4244 Contracted Sales In H1 2025, Yuzhou Group's cumulative contracted sales amounted to RMB 3.729 billion, with the Yangtze River Delta region contributing the most at 54.16%, as the company actively responded to market downturns through innovative new media marketing Contracted Sales Data (H1 2025 vs H1 2024) | Metric | H1 2025 | H1 2024 | Change Rate | | :--- | :--- | :--- | :--- | | Contracted Sales Amount (RMB thousand) | 3,728,510 | 4,346,239 | -14.2% | | Contracted Sales Area (sqm) | 254,589 | 279,311 | -8.9% | | Average Contracted Sales Price (RMB/sqm) | 14,645 | 15,561 | -5.9% | - The Yangtze River Delta region's contracted sales reached RMB 2.019 billion, accounting for 54.16% of the Group's total contracted sales, more than double that of the Greater Bay Area (25.31%)505255 - The company actively explored new media marketing, promoting projects through platforms like WeChat, Weibo, Douyin, and Xiaohongshu, and building a new media topic library to precisely reach target customers5153 Property Investment Yuzhou Commercial Group's property investment segment covers various commercial property types, primarily in economically developed regions, with 39 projects totaling over 1.53 million sqm of commercial area, and in 2025, the company launched a Fujian culture dissemination strategy and enhanced tenant experience through its U-Square service system - Property investment projects are mainly distributed in economically developed regions such as the Haixi Economic Zone, Yangtze River Delta, and Greater Bay Area, totaling 39 projects with over 1.53 million sqm of commercial area5759 - Shopping centers, office buildings, and community commercial properties account for 60%, 20%, and 20% respectively5759 - In 2025, Yuzhou Commercial launched its Fujian culture dissemination strategy and attracted nearly 10 million participants through its "Super New Highlights" quarterly themed events5860 - The company, guided by its U-Square service system, built six major service systems—'Yuzhou Professional, Yuzhou Assured, Yuzhou Butler, Yuzhou Colorful, Yuzhou Space, Yuzhou Resources'—to create efficient, comfortable, and valuable office and living experiences for tenants6164 Hotel Operation In H1 2025, the Group's hotel business revenue was approximately RMB 80 thousand, with diverse and innovative operating models focused on service quality improvement, and several hotel projects are still under construction to provide high-quality service experiences Hotel Operation Revenue (H1 2025) | Metric | Amount (RMB ten thousand) | | :--- | :--- | | Hotel Operation Revenue | 0.8 | - Projects such as Xiamen Tong'an Jiamelun Hot Spring Hotel, Quanzhou Hui'an Jiamelun Business Hotel, Hefei Feidong Hotel, Wuhan Taizihu Hotel, and Shanghai Fengxian Jinhui Hotel are steadily under construction6265 Quality, Safety and Product Line Design Yuzhou Group adheres to low-carbon and green development principles, actively responding to national "dual carbon" goals, with 145 projects totaling over 21 million sqm of properties meeting green building standards by June 30, 2025, while continuously optimizing its "Yong," "Lang," and "Jia" residential product series and innovating around the "Temperature Space" series to enhance product competitiveness - As of June 30, 2025, 145 projects under the Group, totaling over 21 million sqm of properties, met green building standards, with approximately 5.55 million sqm achieving Green Building Two-Star or higher ratings6366 - The company further refined its product system based on the "Yong," "Lang," and "Jia" residential product series, clarifying top-level design to meet market demand6768 - The "Temperature Space" series products are built around "1 core, 3 spaces, 5 product propositions, and 6 product values," continuously innovating to enrich owners' lives6768 Land Reserves As of June 30, 2025, Yuzhou Group's total land reserves for saleable GFA were approximately 10.35 million sqm, distributed across 38 cities in six major metropolitan areas, with an average floor cost of approximately RMB 5,943 per sqm, sufficient for two to three years of future development Land Reserves Overview (As of June 30, 2025) | Metric | Data | | :--- | :--- | | Total Saleable GFA | Approx. 10.35 million sqm | | Number of Projects | 161 | | Number of Cities | 38 | | Average Floor Cost | Approx. RMB 5,943/sqm | - Land reserves are primarily distributed in the Yangtze River Delta region (30.7%), Haixi Economic Zone (22.4%), and Bohai Rim region (17.4%)717273 - The Group believes its existing land reserves are sufficient for two to three years of future development needs6970 Revenue In H1 2025, the Group's total revenue was RMB 2.397 billion, a 62.42% year-on-year decrease, primarily due to reduced recognized property sales revenue, which remains the main income source, accounting for 90.73% of total revenue Revenue Composition and Year-on-Year Change (H1 2025 vs H1 2024) | Revenue Category | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | Year-on-Year Change Rate | | :--- | :--- | :--- | :--- | | Total Revenue | 2,396,521 | 6,377,536 | -62.42% | | Property Sales Revenue | 2,174,382 | 6,128,391 | -64.52% | | Property Management Fee Income | 105,234 | 125,423 | -16.1% | | Investment Property Rental Income | 116,900 | 122,619 | -4.67% | | Hotel Operation Revenue | 8 | 1,103 | -99.27% | - Property sales revenue accounted for 90.73% of total revenue but significantly decreased due to a reduction in delivered property area7478 Cost of Sales In H1 2025, the Group's cost of sales was RMB 2.374 billion, a 62.13% year-on-year decrease, primarily due to a reduction in the gross floor area of properties delivered during the period Cost of Sales (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | Year-on-Year Change Rate | | :--- | :--- | :--- | :--- | | Cost of Sales | 2,373,971 | 6,269,505 | -62.13% | - The decrease in cost of sales was primarily attributable to the reduction in the gross floor area of properties delivered during the period7579 Gross Profit and Gross Profit Margin In H1 2025, the Group's gross profit was RMB 22.55 million, with a gross profit margin of 0.94%, primarily due to a reduction in the gross floor area of properties delivered Gross Profit and Gross Profit Margin (H1 2025) | Metric | Amount (RMB thousand) | Percentage | | :--- | :--- | :--- | | Gross Profit | 22,550 | - | | Gross Profit Margin | - | 0.94% | - The decrease in gross profit was primarily due to the reduction in the gross floor area of properties delivered during the period7680 Fair Value Loss on Investment Properties In H1 2025, the Group recorded a fair value loss on investment properties of RMB 727.389 million, a significant increase from RMB 346.271 million in the prior period, primarily due to fair value losses on investment properties in Xiamen, Hefei, and Shenzhen Fair Value Loss on Investment Properties (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Fair Value Loss | 727,389 | 346,271 | - The increased loss was primarily due to fair value losses on investment properties in Xiamen, Hefei, and Shenzhen7781 Other Income and Gains In H1 2025, the Group's other income and gains amounted to RMB 19.63 million, a 38.09% year-on-year decrease, primarily due to lower bank interest income Other Income and Gains (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | Year-on-Year Change Rate | | :--- | :--- | :--- | :--- | | Other Income and Gains | 19,631 | 31,708 | -38.09% | - The decrease was primarily due to lower bank interest income in H1 20258288 Selling and Distribution Expenses In H1 2025, the Group's selling and distribution expenses were RMB 73.08 million, a 46.17% year-on-year decrease, primarily attributable to effective cost control measures and reduced marketing and promotion expenses Selling and Distribution Expenses (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | Year-on-Year Change Rate | | :--- | :--- | :--- | :--- | | Selling and Distribution Expenses | 73,083 | 135,754 | -46.17% | - The decrease in expenses was primarily due to effective cost control measures and reduced marketing and promotion expenses8389 Administrative Expenses In H1 2025, the Group's administrative expenses significantly increased to RMB 685 million from RMB 202 million in the prior period, primarily due to increased exchange losses during the period Administrative Expenses (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Administrative Expenses | 684,847 | 201,699 | - The increase in administrative expenses was primarily due to increased exchange losses during the period8490 Other Expenses In H1 2025, the Group's other expenses significantly decreased to RMB 26.64 million from RMB 186 million in the prior period, primarily due to reduced impairment of goodwill and fair value losses on financial assets at fair value through profit or loss Other Expenses (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Other Expenses | 26,643 | 186,430 | - The decrease in expenses was primarily due to reduced impairment of goodwill and fair value losses on financial assets at fair value through profit or loss8591 Finance Costs In H1 2025, the Group's finance costs slightly decreased to RMB 1.874 billion from RMB 1.898 billion in the prior period, primarily due to a reduction in domestic loan amounts Finance Costs (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Finance Costs | 1,874,212 | 1,898,184 | - The decrease in finance costs was primarily due to a reduction in domestic loan amounts8692 Share of Profits and Losses of Joint Ventures In H1 2025, the Group's share of losses from joint ventures was RMB 285 million, compared to a profit of RMB 45.07 million in the prior period, with joint ventures reporting total revenue of RMB 282 million and a gross profit margin of -5.47% Share of Profits and Losses of Joint Ventures (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Share of Profits/(Losses) | (285,266) (Loss) | 45,070 (Profit) | | Total Revenue of Joint Ventures | 282,250 | - | | Gross Profit Margin of Joint Ventures | -5.47% | - | - Joint ventures shifted from profit to loss, with a negative gross profit margin8793 Share of Profits and Losses of Associates In H1 2025, the Group's share of losses from associates expanded to RMB 255 million from RMB 155 million in the prior period, with associates reporting total revenue of RMB 1.341 billion and a gross profit margin of -12.06% Share of Profits and Losses of Associates (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Share of Losses | (254,504) | (155,334) | | Total Revenue of Associates | 1,341,250 | - | | Gross Profit Margin of Associates | -12.06% | - | - Losses from associates expanded, and their gross profit margin was negative94100 Income Tax In H1 2025, the Group recorded an income tax credit of RMB 187 million, compared to an income tax expense of RMB 123 million in the prior period, primarily due to a decrease in deferred tax liabilities Income Tax (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Income Tax Credit/(Expense) | 186,690 (Credit) | (122,692) (Expense) | - Income tax shifted from an expense to a credit, primarily due to a decrease in deferred tax liabilities during the period95101 Loss for the Period In H1 2025, the Group's loss for the period narrowed to RMB 7.392 billion from RMB 8.013 billion in the prior period, primarily due to impairment loss provisions, fair value losses on investment properties, and reduced revenue Loss for the Period (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Loss for the Period | (7,391,533) | (8,012,801) | - The loss primarily stemmed from impairment loss provisions, fair value losses on investment properties, and reduced revenue96102 Loss Attributable to Non-Controlling Interests In H1 2025, the loss attributable to non-controlling interests was RMB 1.759 billion, largely consistent with the prior period, primarily due to impairment of properties under development, fair value losses on investment properties, and losses from certain non-wholly owned projects Loss Attributable to Non-Controlling Interests (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Loss Attributable to Non-Controlling Interests | (1,759,471) | (1,756,818) | - The loss was primarily due to impairment of properties under development, fair value losses on investment properties, and losses from certain non-wholly owned projects97103 Basic Loss Per Share For the period ended June 30, 2025, the basic loss per share was RMB 0.88 Basic Loss Per Share (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB cents) | H1 2024 (RMB cents) | | :--- | :--- | :--- | | Basic Loss Per Share | (88.28) | (97.79) | Liquidity and Financial Resources The Group did not issue new senior notes during the reporting period, with a weighted average financing cost of 7.91%, and is actively managing its debt to optimize its structure, despite an increase in the asset-liability ratio - No new senior notes were issued during the period, and the weighted average financing cost was 7.91%99105 - The company is committed to balancing financial risks and reducing funding costs, actively managing debt, and optimizing its debt structure107111 Cash Position As of June 30, 2025, the Group's cash and cash equivalents and restricted cash amounted to approximately RMB 2.808 billion Cash and Cash Equivalents and Restricted Cash (As of June 30, 2025) | Metric | Amount (RMB thousand) | | :--- | :--- | | Cash and Cash Equivalents and Restricted Cash | 2,808,240 | Borrowings As of June 30, 2025, the Group's total interest-bearing bank and other borrowings, corporate bonds, and senior notes amounted to RMB 51.972 billion, a 1.23% decrease from the end of 2024, with a weighted average interest rate of 7.91% and an asset-liability ratio (excluding advances from customers) increasing to 127.83% Borrowings Overview (As of June 30, 2025 vs December 31, 2024) | Metric | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | Change Rate | | :--- | :--- | :--- | :--- | | Total Interest-Bearing Borrowings | 51,971,640 | 52,620,220 | -1.23% | | Weighted Average Interest Rate | 7.91% | 8.07% | -0.16 percentage points | | Asset-Liability Ratio (Excluding Advances from Customers) | 127.83% | 115.10% | +12.73 percentage points | - The decrease in borrowings was primarily due to the repayment of bank and other borrowings during the period108111 Net Gearing Ratio As of June 30, 2025, the Group's net gearing ratio was -252.81% Net Gearing Ratio (As of June 30, 2025) | Metric | Percentage | | :--- | :--- | | Net Gearing Ratio | -252.81% | Currency Risk As of June 30, 2025, approximately 16.38% of the Group's total borrowings were denominated in RMB, and 83.62% in HKD and USD, with the company closely monitoring exchange rate risks and considering hedging if necessary Borrowings and Cash Balance by Currency (As of June 30, 2025) | Currency | Borrowings Balance (RMB thousand) | Cash Balance (RMB thousand) | | :--- | :--- | :--- | | HKD (HK$) | 608,057 | 36,574 | | RMB (RMB) | 8,510,643 | 2,653,331 | | USD (US$) | 42,852,935 | 118,335 | | Total | 51,971,635 | 2,808,240 | - Approximately 16.38% of the Group's total borrowings were denominated in RMB, and 83.62% in HKD and USD118120 - The company will regularly and closely monitor exchange rate risks and make foreign exchange hedging arrangements if needed, currently deeming hedging unnecessary122123 Human Resources Yuzhou Group upholds the spirit of "Great Yu controlling floods, turning wilderness into fertile land," with "Acting with Integrity" as its annual theme to enhance organizational efficiency and team vitality, employing 981 staff as of June 30, 2025, and focusing on employee well-being, career development, and talent retention for sustainable growth - As of June 30, 2025, the Group had 981 employees126129 - The company adopted "Acting with Integrity" as its annual theme, integrating cultural assessment into talent selection and retention to motivate employees to strive for excellence127129 - The Group continuously organized employee care activities, provided holiday benefits, and supplied care materials to frontline colleagues127129 - The Group will continue to uphold its core values of "Responsibility, Pragmatism, Synergy, and Win-win," actively cultivating talent to lay a solid foundation for its future sustainable development128130 Other Information This section covers various additional disclosures, including directors' and substantial shareholders' interests, share schemes, and corporate governance matters Directors' Interests in Shares As of June 30, 2025, Mr. Lam Lung On and Ms. Guo Yinglan, as a married couple, jointly held approximately 59.09% of the company's shares, while Mr. Lin Conghui held approximately 0.16% Directors' Long Positions in Ordinary Shares of the Company (As of June 30, 2025) | Director Name | Directly Beneficially Owned (shares) | Controlled Corporation (shares) | Through Spouse (shares) | Total (shares) | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Lam Lung On | 27,729,929 | 1,919,109,051 | 1,920,047,720 | 3,866,886,700 | 59.09% | | Ms. Guo Yinglan | 1,384,239 | 1,918,663,481 | 1,946,838,980 | 3,866,886,700 | 59.09% | | Mr. Lin Conghui | 10,265,697 | – | – | 10,265,697 | 0.16% | - Ms. Guo Yinglan and Mr. Lam Lung On are spouses, and their shareholdings are deemed to be mutually owned133136 Substantial Shareholders' Interests in Shares As of June 30, 2025, apart from the Directors, OCT (Asia) Holdings Limited and its wholly-owned subsidiary, Huachang International Limited, held approximately 9.94% of the company's shares, making them substantial shareholders Substantial Shareholders' Interests in Shares (As of June 30, 2025) | Name of Substantial Shareholder | Capacity/Nature of Interest | Number of Shares (shares) | Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | OCT (Asia) Holdings Limited | Interest in controlled corporation | 650,729,098 | 9.94% | | Huachang International Limited | Beneficial owner | 650,729,098 | 9.94% | - Huachang International Limited is a wholly-owned subsidiary of OCT (Asia) Holdings Limited139141 Share Option Schemes and Share Award Scheme The company has two share option schemes, the 2010 Scheme and the 2020 Scheme, and a Share Award Scheme, aimed at incentivizing and retaining talent; the 2010 Scheme expired in 2020 but granted options remain valid, while the 2020 Scheme is valid until 2030, with no new options granted during the reporting period but some expired or exercised, and the Share Award Scheme, operated by an independent trustee, held 10,324,504 shares as of June 30, 2025, with no shares awarded - The 2010 Scheme expired on May 23, 2020, but granted share options remain valid; the 2020 Scheme is valid until June 4, 2030143144148 - As of June 30, 2025, the total number of shares available for issue under the 2010 Scheme was 67,689,000 shares, representing 1.03% of the issued shares166169 - As of June 30, 2025, the total number of shares available for issue under the 2020 Scheme was 28,725,000 shares, representing 0.44% of the issued shares178180 - The Share Award Scheme was adopted on September 29, 2020, with a 10-year validity, aiming to promote shareholder value growth, recognize employee contributions, and attract talent181183 - As of June 30, 2025, the total number of shares available for award under the Share Award Scheme was 10,324,504 shares, representing approximately 0.16% of the issued shares, but no shares were awarded during the period186190 Directors' Interest in a Competing Business The company's controlling shareholders and their associates are not engaged in any business that directly or indirectly competes with the Group's business - The company's controlling shareholders and their associates are not engaged in any business that may directly or indirectly compete with the Group's business195200 Interim Dividend The Board did not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board did not recommend the payment of an interim dividend for the six months ended June 30, 2025196201 Employment and Remuneration Policies Employee remuneration within the Group is primarily determined based on market levels, individual performance, and work experience, with bonuses distributed according to performance - Employee remuneration is primarily determined based on market remuneration levels, individual performance, and work experience, with bonuses distributed according to performance197202 Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures During the period, the company did not undertake any material acquisitions or disposals - During the period, the company did not undertake any material acquisitions or disposals198203 Financial Assistance to Affiliated Companies As of June 30, 2025, the Group provided total financial assistance of approximately RMB 8.189 billion to affiliated companies, including advances and financing guarantees, representing 11.0% of the Listing Rules' asset ratio Total Financial Assistance to Affiliated Companies (As of June 30, 2025) | Category | Amount (RMB thousand) | | :--- | :--- | | Advances to Affiliated Companies | 6,966,534 | | Financing Guarantees to Affiliated Companies | 1,222,959 | | Total | 8,189,493 | - The total financial assistance amounted to approximately 11.0% of the asset ratio as defined under Rule 14.07(1) of the Listing Rules208209 - Advances are unsecured, interest-free, and have no fixed repayment terms, to be repaid when appropriate206207 Significant Investment During the period, the Group did not hold any significant investments whose fair value accounted for 5% or more of the Group's total assets - During the period, the Group did not hold any significant investments whose fair value accounted for 5% or more of the Group's total assets211214 Sufficiency of Public Float As of the date of the 2025 interim report, the company has maintained a sufficient public float as required by the Listing Rules - As of the date of the 2025 interim report, the company has maintained a sufficient public float as required by the Listing Rules212215 Events After the Reporting Period Subsequent to the reporting period, the company completed a rights issue, raising net proceeds of approximately HKD 92.2 million, and the offshore debt restructuring became effective on August 29, 2025, resolving approximately USD 6.68 billion in debt through the issuance of new shares and notes; additionally, Mr. Liang Xingchao resigned as a Non-executive Director, and Mr. Lam Wai Hon was appointed - The rights issue was completed, with 2,690,960,456 rights shares allotted and issued, raising net proceeds of approximately HKD 92.2 million216218 - The offshore debt restructuring became effective on August 29, 2025, resolving approximately USD 6.68 billion in debt in exchange for short-term notes, cash consideration, medium-term notes, new equity, and long-term notes219223 - Mr. Liang Xingchao resigned as a Non-executive Director on August 29, 2025, and Mr. Lam Wai Hon was appointed as a Non-executive Director on September 1, 2025220224 Purchase, Sale or Redemption of the Company's Listed Securities During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities, and no treasury shares were held at period-end - During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities222225 - At the end of the reporting period, the company did not hold any treasury shares222225 Changes of Directors and Senior Management On April 11, 2025, Mr. Song Jiajun resigned as a Non-executive Director, and on the same day, Mr. Liang Xingchao was appointed as a Non-executive Director - On April 11, 2025, Mr. Song Jiajun resigned as a Non-executive Director, and Mr. Liang Xingchao was appointed as a Non-executive Director226230 Model Code for Directors ' Share Dealing The company has adopted a model code for directors' securities transactions no less stringent than the Listing Rules, and directors have confirmed compliance throughout the period - The company has adopted a model code for directors' securities transactions no less stringent than the Listing Rules227231 - Directors have confirmed compliance with the securities code throughout the period227231 Corporate Governance The Group is committed to maintaining sound corporate governance practices and complying with the Listing Rules' Corporate Governance Code; despite the roles of Chairman and CEO being combined in Ms. Guo Yinglan, the Board believes sufficient balance of power and safeguards are in place - The Group is committed to maintaining sound corporate governance practices and procedures, focusing on a high-quality Board, robust internal controls, and transparency and accountability to shareholders228232 - The roles of Chairman and CEO are combined in Ms. Guo Yinglan, deviating from Code Provision C.2.1, but the Board believes sufficient balance of power and safeguards are in place229232 Continuing Disclosure Requirements Under Rule 13.21 of the Listing Rules The 2021 loan agreement includes specific performance obligations for Mr. Lam Lung On and Ms. Guo Yinglan, where a collective shareholding below 51% or neither serving as Board Chairman would constitute an event of default; as of June 30, 2025, certain term loan facilities remained outstanding - The 2021 loan agreement stipulates that if Mr. Lam Lung On and Ms. Guo Yinglan collectively cease to maintain 51% or more of the company's voting share capital ownership, or if neither serves as Board Chairman, it will constitute an event of default233236 - As of June 30, 2025, USD 124.783 million and HKD 122.429 million of term loan facilities remained outstanding234236 Review of Accounts The company's Audit Committee has reviewed the Group's adopted accounting policies and the unaudited condensed consolidated interim financial statements, with no disagreements between the Board and the Audit Committee - The Audit Committee has reviewed the Group's adopted accounting policies and the unaudited condensed consolidated interim financial statements238239242 - There were no disagreements between the Board and the Audit Committee regarding accounting treatments239242 Corporate Strategy The company's primary objective is to enhance long-term shareholder returns, with a strategy that equally emphasizes sustainable recurring earnings growth and maintaining a robust financial position - The company's primary objective is to enhance long-term shareholder returns240243 - The Group's strategy equally emphasizes sustainable recurring earnings growth and maintaining a robust financial position240243 Past Performance and Forward-Looking Statements The Group's past performance presented in this interim report does not guarantee future results, and any forward-looking statements are based on existing plans, estimates, and forecasts, involving risks and uncertainties; the Group assumes no obligation to update forward-looking statements and is not liable for their non-realization or inaccuracy - The Group's performance and operating results contained in this interim report are historical in nature, and past performance does not guarantee future results241244 - Any forward-looking statements and opinions are based on existing plans, estimates, and forecasts, involving risks and uncertainties, and actual results may differ materially from expectations241244 - The Group, its directors, and employees assume no obligation to correct or update forward-looking statements and are not liable for their non-realization or inaccuracy241244 Condensed Consolidated Statement of Profit or Loss This statement presents the Group's financial performance, including revenue, costs, and net loss for the period Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, Yuzhou Group recorded total revenue of RMB 2.397 billion, gross profit of RMB 22.55 million, a loss for the period of RMB 7.392 billion, and a basic loss per share of RMB 0.88 Condensed Consolidated Statement of Profit or Loss Key Data (For the six months ended June 30) | Metric | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 2,396,521 | 6,377,536 | | Cost of Sales | (2,373,971) | (6,269,505) | | Gross Profit | 22,550 | 108,031 | | Net Fair Value Loss on Investment Properties | (727,389) | (346,271) | | Other Income and Gains | 19,631 | 31,708 | | Selling and Distribution Expenses | (73,083) | (135,754) | | Administrative Expenses | (684,847) | (201,699) | | Other Expenses | (26,643) | (186,430) | | Write-down of Properties Held for Sale and Properties Under Development to Net Realizable Value | (2,923,061) | (3,300,538) | | Finance Costs | (1,874,212) | (1,898,184) | | Share of Profits and Losses of Joint Ventures | (285,266) | 45,070 | | Share of Profits and Losses of Associates | (254,504) | (155,334) | | Loss Before Tax | (7,578,223) | (7,890,109) | | Income Tax Credit/(Expense) | 186,690 | (122,692) | | Loss for the Period | (7,391,533) | (8,012,801) | | Loss Attributable to Owners of the Parent | (5,632,062) | (6,255,983) | | Loss Attributable to Non-Controlling Interests | (1,759,471) | (1,756,818) | | Basic Loss Per Share (RMB cents) | (88.28) | (97.79) | Condensed Consolidated Statement of Comprehensive Income This statement details the Group's total comprehensive loss for the period, including other comprehensive income items Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, Yuzhou Group recorded a loss for the period of RMB 7.392 billion and other comprehensive income of RMB 97.96 million from exchange differences on translation of overseas operations, resulting in a total comprehensive loss for the period of RMB 7.294 billion Condensed Consolidated Statement of Comprehensive Income Key Data (For the six months ended June 30) | Metric | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Loss for the Period | (7,391,533) | (8,012,801) | | Exchange Differences on Translation of Overseas Operations | 97,959 | (307,178) | | Total Comprehensive Loss for the Period | (7,293,574) | (8,319,979) | | Attributable to Owners of the Parent | (5,534,103) | (6,563,161) | | Attributable to Non-Controlling Interests | (1,759,471) | (1,756,818) | - Exchange differences on translation of overseas operations shifted from a loss in H1 2024 to a gain in H1 2025 Condensed Consolidated Statement of Financial Position This statement provides a snapshot of the Group's assets, liabilities, and equity at the reporting date, highlighting its financial position Condensed Consolidated Statement of Financial Position As of June 30, 2025, Yuzhou Group's total assets were RMB 74.537 billion, total liabilities were RMB 93.984 billion, resulting in a capital deficit of RMB 19.447 billion, with net current liabilities of RMB 30.753 billion indicating ongoing liquidity pressure Condensed Consolidated Statement of Financial Position Key Data (As of June 30, 2025 vs December 31, 2024) | Metric | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Total Non-Current Assets | 19,592,612 | 20,891,513 | | Total Current Assets | 54,944,885 | 62,175,342 | | Total Assets | 74,537,497 | 83,066,855 | | Total Current Liabilities | 85,698,233 | 85,976,898 | | Total Non-Current Liabilities | 8,285,878 | 8,825,643 | | Total Liabilities | 93,984,111 | 94,802,541 | | Net Current Liabilities | (30,753,348) | (23,801,556) | | Net Liabilities | (19,446,614) | (11,735,686) | | Capital Deficit | (19,446,614) | (11,735,686) | - The capital deficit expanded from RMB 11.736 billion at the end of 2024 to RMB 19.447 billion as of June 30, 2025252 - All senior notes were reclassified as current liabilities, reflecting ongoing liquidity pressure263338349 Condensed Consolidated Statement of Changes in Equity This statement illustrates the changes in the Group's equity components over the period, reflecting losses and other adjustments Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, Yuzhou Group's accumulated losses increased from RMB 14.719 billion on January 1, 2025, to RMB 20.485 billion, further deteriorating equity attributable to owners of the parent from RMB -12.547 billion to RMB -18.214 billion, indicating a continuous expansion of the capital deficit Condensed Consolidated Statement of Changes in Equity Key Data (For the six months ended June 30, 2025) | Metric | January 1, 2025 (RMB thousand) | June 30, 2025 (RMB thousand) | | :--- | :--- | :--- | | Issued Share Capital | 559,947 | 559,947 | | Senior Perpetual Securities | 1,911,986 | 1,911,986 | | Reserves | (15,019,383) | (20,686,036) | | Equity Attributable to Owners of the Parent | (12,547,450) | (18,214,103) | | Non-Controlling Interests | 811,764 | (1,232,511) | | Capital Deficit | (11,735,686) | (19,446,614) | - Accumulated losses increased by RMB 5.632 billion during the period, leading to a further expansion of the capital deficit253254 - Non-controlling interests shifted from a surplus to a deficit, reflecting underperformance in non-wholly owned projects253254 Condensed Consolidated Statement of Cash Flows This statement summarizes the Group's cash inflows and outflows from operating, investing, and financing activities during the period Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, Yuzhou Group generated net cash flow of RMB 215 million from operating activities and RMB 1.076 billion from investing activities, while using RMB 1.109 billion in financing activities, resulting in a net increase in cash and cash equivalents of RMB 183 million Condensed Consolidated Statement of Cash Flows Key Data (For the six months ended June 30) | Metric | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 215,012 | 326,536 | | Net Cash Flow from/(Used in) Investing Activities | 1,076,127 | (921,481) | | Net Cash Flow Used in Financing Activities | (1,108,583) | (1,807,327) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 182,556 | (2,402,272) | | Cash and Cash Equivalents at End of Period | 1,296,840 | 1,404,115 | - Cash flow from investing activities shifted from a net outflow to a net inflow, primarily due to repayments from joint ventures and a decrease in restricted cash257258 - Cash outflow from financing activities decreased, mainly due to reduced repayment of bank and other borrowings258 Notes to Interim Financial Information These notes provide detailed explanations and disclosures supporting the condensed interim financial statements, covering accounting policies and specific financial items 1. Corporate and Group Information Yuzhou Group Holdings Company Limited and its subsidiaries primarily engage in property development, property investment, property management, and hotel operations, with Mr. Lam Lung On and Ms. Guo Yinglan considered the controlling shareholders - The Group primarily engages in property development, property investment, property management, and hotel operations in mainland China and Hong Kong261265 - Mr. Lam Lung On and Ms. Guo Yinglan are considered the controlling shareholders of the company262265 2.1 Basis of Presentation The condensed consolidated financial statements are prepared on a going concern basis, despite the Group facing senior note defaults, significant net current liabilities, and a capital deficit; the company has implemented measures including offshore debt restructuring, sales promotion, asset disposals, and cost control to alleviate cash flow pressure and ensure sufficient working capital for the next 12 months - The Group failed to pay principal and interest on certain senior notes when due, leading to events of default, and all senior notes have been reclassified as current liabilities263266 Financial Position Overview (As of June 30, 2025) | Metric | Amount (RMB thousand) | | :--- | :--- | | Total Interest-Bearing Bank and Other Borrowings, Corporate Bonds, and Senior Notes | 51,971,635 | | Cash and Cash Equivalents | 1,296,840 | | Loss Attributable to Owners of the Parent | 5,632,062 | | Net Current Liabilities | 30,753,348 | | Net Liabilities | 19,446,614 | - The offshore debt restructuring plan became effective on August 29, 2025, with approximately USD 6.68 billion in debt discharged and replaced by new notes, cash, and new equity268267 - The Group actively implemented measures to promote sales, reduce inventory, ensure property delivery, and execute asset disposal plans and cost control measures to maintain liquidity268267 2.2 Basis of Preparation The condensed consolidated financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" and Appendix D2 of the Listing Rules, and should be read in conjunction with the 2024 annual financial statements, with preparation methods consistent with the 2024 annual financial statements except for changes in accounting policies - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Appendix D2 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited270273 - Except for changes in accounting policies resulting from the application of amendments to HKFRS accounting standards, the accounting policies and methods of computation are consistent with those used in the 2024 annual financial statements271273 2.3 Application of Amendments to a HKFRS Accounting Standard During this interim period, the Group first applied amendments to HKAS 21 "Lack of Exchangeability" issued by the HKICPA, which did not result in significant changes to the Group's accounting policies, financial position, or performance presentation - The Group first applied amendments to HKAS 21 "Lack of Exchangeability," which became mandatorily effective for annual periods beginning on January 1, 2025274275 - The application of these amendments did not result in significant changes to the Group's accounting policies, financial position, or performance presentation274275 3. Disaggregation of Revenue In H1 2025, the Group's total revenue from contracts with customers was RMB 2.280 billion, with property sales accounting for RMB 2.174 billion, property management fees for RMB 105 million, and hotel operations for RMB 80 thousand; property sales revenue is recognized at a point in time, while service revenue is recognized over time Disaggregation of Revenue from Contracts with Customers (For the six months ended June 30) | Category of Goods or Services | Property Development (RMB thousand) | Property Management (RMB thousand) | Hotel Operations (RMB thousand) | Total (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | Property Sales | 2,174,382 | – | – | 2,174,382 | | Property Management Fee Income | – | 105,234 | – | 105,234 | | Hotel Operations Revenue | – | – | 8 | 8 | | Total Revenue from Contracts with Customers | 2,174,382 | 105,234 | 8 | 2,279,624 | | Timing of Revenue Recognition: | | | | | | Goods Transferred at a Point in Time | 2,174,382 | – | – | 2,174,382 | | Services Transferred Over Time | – | 105,234 | 8 | 105,242 | 4. Operating Segment Information The Group is divided into five reportable operating segments: property development, property investment, property management, hotel operations, and others; in H1 2025, the property development segment recorded the largest loss, while the property management segment recorded a profit, and no geographical information is presented as over 90% of revenue and assets are from mainland China - The Group has five reportable operating segments: property development, property investment, property management, hotel operations, and others280281282 Segment Results (For the six months ended June 30) | Segment | Total (RMB thousand) | Segment Results (RMB thousand) | | :--- | :--- | :--- | | Property Development | 2,179,662 | (5,122,374) | | Property Investment | 117,351 | (619,394) | | Property Management | 105,287 | 33,945 | | Hotel Operations | 8 | (162) | | Others | 10 | (9,860) | | Total | 2,402,318 | (5,717,845) | - No geographical information is presented as over 90% of external customer revenue and segment assets are located in mainland China286288 - During the period, no single external customer transaction revenue accounted for 10% or more of the Group's total revenue287289 5. Revenue, Other Income and Gains In H1 2025, the Group's total revenue was RMB 2.397 billion, with property sales accounting for RMB 2.174 billion, and other income and gains totaling RMB 19.63 million, primarily comprising bank interest income and other items Revenue, Other Income and Gains (For the six months ended June 30) | Category | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | | | | Property Sales | 2,174,382 | 6,128,391 | | Investment Property Rental Income | 116,897 | 122,619 | | Property Management Fee Income | 105,234 | 125,423 | | Hotel Operations Revenue | 8 | 1,103 | | Total Revenue | 2,396,521 | 6,377,536 | | Other Income and Gains | | | | Bank Interest Income | 13,834 | 27,398 | | Others | 5,797 | 4,310 | | Total Other Income and Gains | 19,631 | 31,708 | 6. Finance Costs In H1 2025, the Group's finance costs were RMB 1.874 billion, a slight decrease from the prior period, with capitalized interest amounting to RMB 189 million Finance Costs (For the six months ended June 30) | Category | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Interest on Interest-Bearing Bank and Other Borrowings, Corporate Bonds, and Senior Notes | 2,062,908 | 2,132,214 | | Less: Capitalized Interest | (188,696) | (234,030) | | Total Finance Costs | 1,874,212 | 1,898,184 | 7. Loss Before Tax In H1 2025, the Group's loss before tax was RMB 7.578 billion, primarily influenced by property sales costs, write-down of properties to net realizable value, impairment of other receivables, and finance costs Loss Before Tax Components (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Cost of Properties Sold | 2,306,839 | 6,185,653 | | Cost of Services Provided | 67,132 | 79,071 | | Depreciation | 25,342 | 25,945 | | Fair Value Loss on Financial Assets at Fair Value Through Profit or Loss | – | 55,792 | | Impairment of Goodwill | – | 65,963 | | Employee Benefit Expense (Including Directors' and Chief Executive's Remuneration) | 64,681 | 63,473 | | Direct Operating Expenses Arising from Investment Properties That Generated Rental Income | 7,387 | 6,016 | - In H1 2025, no fair value loss on financial assets at fair value through profit or loss or impairment of goodwill was recorded, unlike H1 2024 which had related losses296297 8. Income Tax In H1 2025, the Group recorded an income tax credit of RMB 187 million, primarily due to a decrease in deferred tax liabilities, with income tax for mainland China subsidiaries calculated at applicable tax rates Income Tax (Credit)/Expense Analysis (For the six months ended June 30) | Category | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Current: | | | | PRC Enterprise Income Tax | 108,375 | 103,346 | | Over-provision in Prior Years | (80,774) | (78,718) | | PRC Land Appreciation Tax | 18,120 | 11,354 | | Subtotal | 45,721 | 35,982 | | Deferred: | | | | Current Period | (232,411) | 86,710 | | Total Tax (Credit)/Expense for the Period | (186,690) | 122,692 | - Income tax shifted from an expense in H1 2024 to a credit in H1 2025, primarily due to a decrease in deferred tax liabilities during the period298299300 9. Interim Dividends The Directors did not recommend the payment of an interim dividend for the six months ended June 30, 2025 and 2024 - The Directors did not recommend the payment of an interim dividend for the six months ended June 30, 2025 and 2024301302 10. Loss Per Share Attributable to Ordinary Equity Holders of the Parent For the six months ended June 30, 2025, both basic and diluted loss per share were RMB 0.88, calculated based on the loss for the period attributable to owners of the parent and the weighted average number of ordinary shares outstanding Loss Per Share Calculation (For the six months ended June 30) | Metric | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Loss for the Period Attributable to Owners of the Parent | (5,632,062) | (6,255,983) | | Distribution in Respect of Senior Perpetual Securities | (135,503) | (133,044) | | Loss Used for Basic and Diluted Loss Per Share Calculation | (5,767,565) | (6,389,027) | | Number of Shares: | | | | Weighted Average Number of Ordinary Shares Used for Basic Loss Per Share | 6,533,584,996 | 6,533,584,996 | | Weighted Average Number of Ordinary Shares Used for Diluted Loss Per Share | 6,533,584,996 | 6,533,584,996 | - Basic and diluted loss per share were both RMB 0.88, narrowing from RMB 0.98 in H1 2024247304305306 11. Property, Plant and Equipment For the six months ended June 30, 2025, the Group added RMB 729 thousand in property, plant, and equipment, with no such assets added through the acquisition of subsidiaries Additions to Property, Plant and Equipment (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Additions to Property, Plant and Equipment | 729 | 358 | - No property, plant, and equipment were added through the acquisition of subsidiaries during the period311312 12. Investment Properties As of June 30, 2025, the Group's total investment properties amounted to RMB 10.447 billion, a decrease from RMB 11.188 billion on January 1, 2025, primarily due to a net fair value adjustment loss of RMB 727.389 million, and some investment properties are pledged to banks Investment Property Movements (As of June 30, 2025) | Item | Completed (RMB thousand) | Under Construction (RMB thousand) | Total (RMB thousand) | | :--- | :--- | :--- | :--- | | As at January 1, 2025 | 10,841,400 | 346,800 | 11,188,200 | | Transfers from Properties Held for Sale | 14,200 | – | 14,200 | | Transfers to Properties Held for Sale | (16,312) | – | (16,312) | | Exchange Adjustments | (11,299) | – | (11,299) | | Net Fair Value Adjustment Loss | (715,689) | (11,700) | (727,389) | | As at June 30, 2025 | 10,112,300 | 335,100 | 10,447,400 | - A net fair value loss of RMB 727.389 million was the primary reason for the decrease in total investment properties314 - As of June 30, 2025, investment properties with a total carrying amount of approximately RMB 5.765 billion were pledged to banks320 13. Prepayments, Other Receivables and Other Assets As of June 30, 2025, the Group's total prepayments, other receivables, and other assets amounted to RMB 22.453 billion, including amounts due from joint ventures of RMB 7.952 billion and from associates of RMB 2.930 billion, with the Group having recognized expected credit loss provisions of RMB 7.847 billion Prepayments, Other Receivables and Other Assets (As of June 30, 2025 vs December 31, 2024) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Prepayments | 3,169,081 | 3,395,832 | | Other Receivables and Other Assets | 27,130,650 | 28,798,940 | | Impairment | (7,846,813) | (7,338,675) | | Total | 22,452,918 | 24,856,097 | - Amounts due from joint ventures and associates were RMB 7.952 billion and RMB 2.930 billion, respectively, all of which are unsecured, interest-free, and repayable on demand323328 - Due to the downturn in the mainland China real estate industry, the Group recognized expected credit loss provisions totaling RMB 382 million for amounts due from joint ventures and associates during the period324328 14. Trade Payables As of June 30, 2025, the Group's total trade payables amounted to RMB 7.332 billion, with RMB 4.117 billion due within one year, and trade payables are non-interest-bearing and unsecured Trade Payables Aging Analysis (As of June 30, 2025 vs December 31, 2024) | Aging | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 1 year | 4,116,582 | 4,784,145 | | 1 to 2 years | 3,215,562 | 3,175,858 | | Total | 7,332,144 | **7,