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Share Name | Share Symbol | Market | Type |
---|---|---|---|
China Shianyun Group Corporation Ltd (GM) | USOTC:SAYC | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 5.80 | 1.00 | 0.00 | 01:00:00 |
Nevada
|
83-0506099
|
(State or Other Jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
|
Guandong Province, China
|
|
n/a
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
£
|
Accelerated filer
£
|
Non-accelerated filer
£
(Do not check if a smaller reporting company)
|
Smaller reporting company
T
|
Class of Securities
|
Shares Outstanding
|
Common Stock, $0.001 par value
|
155,350,052 shares
|
June 30,
2013
|
December 31,
2012
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$ | 287,802 | $ | 355,350 | ||||
Accounts receivable
|
4,643 | 2,616,406 | ||||||
Inventories
|
32,242 | 15,768 | ||||||
Amount due from a director
|
85,752 | 76,082 | ||||||
Prepaid expenses and other receivables
|
3,358,389 | 490,810 | ||||||
Total current assets
|
3,768,828 | 3,554,416 | ||||||
Property, plant and equipment, net
|
2,729,656 | 2,687,121 | ||||||
Land use rights, net
|
100,284 | 99,138 | ||||||
Other intangible assets, net
|
11,202 | 15,518 | ||||||
Total assets
|
$ | 6,609,970 | $ | 6,356,193 | ||||
Liabilities and stockholders’ equity
|
||||||||
Liabilities
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$ | 256,249 | $ | 831,394 | ||||
Accrued expenses and other payables
|
2,039,187 | 1,978,761 | ||||||
Receipt in advance
|
1,052,213 | 922,411 | ||||||
Short term debts
|
1,384,650 | 1,357,450 | ||||||
Taxes payable
|
2,070,740 | 2,130,237 | ||||||
Amount due to a director
|
645,834 | 844,336 | ||||||
Total liabilities
|
$ | 7,448,873 | $ | 8,064,589 | ||||
Stockholders’ equity
|
||||||||
Common stock: Par value $0.001 per share; 400,000,000 shares authorized, 155,350,052 shares issued and outstanding
|
155,350 | 155,350 | ||||||
Additional paid in capital
|
3,280,839 | 3,280,839 | ||||||
Less: Subscription receivable
|
- | (1,271,754 | ) | |||||
Accumulated deficits
|
(4,342,052 | ) | (3,979,440 | ) | ||||
Accumulated other comprehensive income
|
66,960 | 106,609 | ||||||
Total stockholders’ equity
|
$ | (838,903 | ) | $ | (1,708,396 | ) | ||
Total liabilities and stockholders’ equity
|
$ | 6,609,970 | $ | 6,356,193 | ||||
For the three months
ended June 30,
|
For the six months
ended June 30,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Revenues
|
$ | 112,983 | 1,709,598 | 360,951 | 2,391,956 | |||||||||||
Cost of sales and services
|
- | 758,906 | 170,802 | 1,104,683 | ||||||||||||
Selling and distribution
|
21,907 | 89,984 | 49,666 | 202,601 | ||||||||||||
General and administrative expense (inclusive of depreciation and allowances)
|
269,159 | 338,867 | 475,343 | 493,843 | ||||||||||||
Operating (loss)/profit
|
(178,083 | ) | 521,841 | (334,860 | ) | 590,829 | ||||||||||
Other income/(expenses)
|
||||||||||||||||
Other income
|
14,220 | - | 14,220 | - | ||||||||||||
Interest expense
|
(21,474 | ) | (24,294 | ) | (41,972 | ) | (43,885 | ) | ||||||||
Total other expenses
|
(7,254 | ) | (24,294 | ) | (27,752 | ) | (43,885 | ) | ||||||||
Loss/(profit) from operations before provision for income taxes
|
(185,337 | ) | 497,547 | (362,612 | ) | 546,944 | ||||||||||
Provision for income taxes
|
- | - | - | - | ||||||||||||
Net (loss)/income for the period
|
$ | (185,337 | ) | 497,547 | (362,612 | ) | 546,944 | |||||||||
Other comprehensive income
|
||||||||||||||||
(Loss)/gain on foreign currency translation
|
(10,523 | ) | 20,694 | (39,649 | ) | 14,606 | ||||||||||
Total comprehensive income/(loss) for the period
|
$ | (195,860 | ) | 518,241 | (402,261 | ) | 561,550 | |||||||||
Earnings per share, basic and diluted
|
$ | (0.00 | ) | 0.10 | (0.00 | ) | 0.11 | |||||||||
Weighted average number of shares outstanding, basic and diluted
|
155,350,052 | 5,000,052 | 155,350,052 | 5,000,052 |
Six months ended June 30,
|
||||||||
2013
|
2012
|
|||||||
Cash flows from operating activities
|
||||||||
Net (loss)/income
|
$ | (362,612 | ) | $ | 546,944 | |||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation expense
|
103,707 | 77,775 | ||||||
Amortization expense of land use rights
|
835 | 816 | ||||||
Amortization expense of other intangible assets
|
4,598 | 6,476 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Decrease in accounts receivable
|
2,611,763 | 350,234 | ||||||
Increase in inventories
|
(16,474 | ) | (427,045 | ) | ||||
(Increase)/decrease in prepaid expenses and other receivables
|
(2,867,579 | ) | 246,598 | |||||
(Increase)/decrease in amount due from a director
|
(9,670 | ) | 27,472 | |||||
(Decrease )/increase in accounts payable
|
(575,145 | ) | 70,440 | |||||
Increase/(decrease) in accrued expenses and other payables
|
60,426 | (128,784 | ) | |||||
Increase/(decrease) in receipt in advance
|
129,802 | (56,488 | ) | |||||
(Decrease )/increase in taxes payable
|
(59,497 | ) | 40,914 | |||||
Net cash (used in)/provided by operating activities
|
$ | (979,846 | ) | $ | 755,352 | |||
Cash flows from investing activities
|
||||||||
Additions to property, plant and equipment
|
$ | (92,468 | ) | (14,547 | ) | |||
Net cash used in investing activities
|
$ | (92,468 | ) | $ | (14,547 | ) | ||
Cash flows from financing activities
|
||||||||
Decrease in subscription receivable
|
1,271,754 | - | ||||||
Decrease in amount due to a director
|
(198,502 | ) | (24,845 | ) | ||||
Decrease in other borrowings
|
- | (609,455 | ) | |||||
Net cash provided by/(used in) financing activities
|
$ | 1,073,252 | $ | (634,300 | ) | |||
Net increase in cash and cash equivalents
|
$ | 938 | $ | 106,505 | ||||
Effect of foreign exchange rate changes
|
$ | (68,486 | ) | $ | 27,640 | |||
Cash and cash equivalents at beginning of period
|
$ | 355,350 | $ | 97,522 | ||||
Cash and cash equivalents at end of period
|
$ | 287,802 | $ | 231,667 | ||||
Supplement disclosure of cash flows information:
|
||||||||
Cash paid for interest
|
$ | 41,972 | $ | 39,487 | ||||
Cash paid for income taxes
|
$ | - | $ | - |
Name
|
Domicile and date of incorporation
|
Paid-in capital
|
Effective ownership
|
Principal activities
|
||||
Plenty Fame Holding, Limited (“Plenty Fame”)
|
British Virgin Islands (the “BVI”)
January 18, 2008
|
$50,000
|
100%
|
Investment holding
|
||||
Prospect Hong Kong Development Limited (“Prospect”)
|
Hong Kong Special Administrative Region (“HKSAR”)
October 17, 2008
|
HK$10,000
|
100%
|
Investment holding
|
||||
Jiangxi Jien Industries Limited
(“Jiangxi Jien”)
|
The PRC
April 8, 1997
|
RMB16,000,000
|
100%
|
Sale of consumer products in the PRC.
|
||||
Shenzhen Jien Electronic Commerce Company Limited (“Shenzhen Jien”)
|
The PRC
April 13, 2009
|
RMB3,000,000
|
100%
|
Management of regional distribution rights and provision of related services.
|
||||
(i)
|
Initial admission fee income is generally recorded upon completion of admission procedures, when the rights to use the “GEN+Me” trademarks are granted to the users, and when collectability is reasonably assured; and
|
(ii)
|
Continuing management fee income represent regular contractual payments received for our supporting services, which are recognized as revenue when earned, generally on a straight line basis.
|
June 30,
2013
|
December 31,
2012
|
June 30,
2012
|
||||||||||
|
||||||||||||
Period/year end RMB : US$ exchange rate
|
0.1629 | 0.1597 | 0.1576 | |||||||||
Average yearly RMB : US$ exchange rate
|
0.1619 | 0.1588 | 0.1583 | |||||||||
■
|
Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period.
|
■
|
Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.
|
June 30,
2013
|
December 31,
2012
|
|||||||
Prepaid expenses– (i)
|
$ | 82,489 | $ | 165,576 | ||||
Other receivables– (i)
|
412,525 | 325,234 | ||||||
Prepayment– (ii)
|
946,449 | - | ||||||
Amount due from Shu Jian– (iii)
|
1,916,926 | - | ||||||
Total
|
$ | 3,358,389 | $ | 490,810 | ||||
(i)
|
The Company evaluates prepaid expenses and other receivables on a periodic basis and records a charge to the current operations of the Company when the related expense has been incurred or when the amounts reported as other receivables is no longer deemed to be collectible by the Company.
|
(ii)
|
The Company provides suppliers with an advance payment to pay for goods and services before delivery.
|
(iii)
|
The amount represents temporary advances to Shu Jian, an independent third party, which is interest-bearing at bank rate for the corresponding period, unsecured and repayable within 3 months.
|
Depreciable
lives
|
June 30,
2013
|
December 31,
2012
|
|||||||
At cost:
|
|||||||||
Plant
|
40 years
|
$ | 2,212,707 | $ | 2,169,241 | ||||
Machinery
|
15 years
|
221,477 | 217,127 | ||||||
Motor vehicle
|
10 years
|
470,983 | 370,518 | ||||||
Office equipment
|
5 years
|
214,237 | 210,029 | ||||||
Leasehold Improvement
|
2 years
|
849,134 | 832,454 | ||||||
3,968,538 | 3,799,369 | ||||||||
Less: Accumulated depreciation
|
(1,238,882 | ) | (1,112,248 | ) | |||||
Property, plant and equipment, net
|
$ | 2,729,656 | $ | 2,687,121 | |||||
Useful lives
|
June 30,
2013
|
December 31,
2012
|
|||||||
At cost:
|
|||||||||
Land use rights
|
59 – 60 years
|
$ | 123,853 | $ | 121,420 | ||||
Less: Accumulated amortization
|
(23,569 | ) | (22,282 | ) | |||||
Land use rights, net
|
$ | 100,284 | $ | 99,138 | |||||
Useful lives
|
June 30,
2013
|
December 31,
2012
|
|||||||
At cost:
|
|||||||||
Information systems
|
5 years
|
$ | 46,262 | $ | 45,353 | ||||
Less: Accumulated amortization
|
(35,060 | ) | (29,835 | ) | |||||
Other intangible assets, net
|
$ | 11,202 | $ | 15,518 | |||||
June 30,
2013
|
December 31,
2012
|
|||||||
Xinzhang Ye
|
$ | 85,752 | $ | 76,082 | ||||
Xinghua Chen
|
$ | (645,834 | ) | $ | (844,336 | ) | ||
Effective
interest rate
|
Outstanding balance
|
|||||||||||||||||
Name of parties
|
Due date
|
Nature
|
June 30,
2013
|
December 31,
2012
|
June 30,
2013
|
December 31,
2012
|
||||||||||||
China Construction Bank
|
December18, 2013
|
Secured
|
7.8 | % | 7.8 | % | 1,384,650 | 1,357,450 | ||||||||||
Short term debt
|
$ | 1,384,650 | $ | 1,357,450 | ||||||||||||||
June 30,
2013
|
December 31,
2012
|
|||||||
Accrued interest expense
|
277,507 | 272,056 | ||||||
Amount due to Shenzhen Hanhong – (i)
|
887,805 | 870,365 | ||||||
Other payables – (ii)
|
873,875 | 836,340 | ||||||
$ | 2,039,187 | $ | 1,978,761 | |||||
(i)
|
The amount mainly represents consultancy fee payable to Shenzhen Hanhong. Shenzhen Hanhong is a related party as Mr. Xinghua Chen is a common director of the Company and Shenzhen Hanhong. The amount is interest free, unsecured and has no fixed terms of repayment.
|
(ii)
|
Included in other payable as of June 30, 2013, there are an amount payable for office decoration in the amount of $260,640, and an amount payable for marketing and promotional expenses of $439,853. The remaining balance consists of amounts owed by the Company to various entities that are incurred by the Company in daily business operations other than trading nature. These liabilities and accrued operating expenses are non-interest bearing and are payable within one year.
|
June 30,
2013
|
December 31,
2012
|
|||||||
Receipt in advance
|
$ | 1,052,213 | $ | 922,411 | ||||
(i)
|
Initial admission fee income is generally recorded upon completion of admission procedures, when the rights to use the trademarks are granted to the users, and when collectability is reasonably assured; and
|
(ii)
|
Continuing management fee income represent regular contractual payments received for the use of the “GEN+Me” trademarks plus our supporting services, which
is
recognized as revenue when earned, generally on a straight line basis.
|
June 30,
2013
|
December 31,
2012
|
|||||||
Income tax payables
|
$ | 356,281 | $ | 340,960 | ||||
Value added tax payables
|
1,669,867 | 1,711,768 | ||||||
Other tax payables
|
44,592 | 77,509 | ||||||
Total
|
$ | 2,070,740 | $ | 2,130,237 | ||||
Six months ended June 30,
|
||||||||
2013
|
2012
|
|||||||
Revenues from:
|
$ | |||||||
Sale of consumer products
|
- | 2,111,765 | ||||||
Regional distribution rights
|
360,951 | 280,191 | ||||||
360,951 | 2,391,956 | |||||||
Segment profit/(loss) from:
|
||||||||
Sale of consumer products
|
(216,281 | ) | 569,972 | |||||
Regional distribution rights
|
139,609 | 254,255 | ||||||
Corporate
|
(285,940 | ) | (277,283 | ) | ||||
(362,612 | ) | 546,944 | ||||||
Depreciation and amortization expenses:
|
||||||||
Sale of consumer products
|
64,160 | 48,760 | ||||||
Regional distribution services
|
44,980 | 36,211 | ||||||
Corporate
|
- | 96 | ||||||
109,140 | 85,067 | |||||||
Segment assets:
|
||||||||
Sale of consumer products
|
3,901,207 | 4,309,655 | ||||||
Regional distribution services
|
2,708,763 | 1,121,265 | ||||||
Corporate
|
- | |||||||
6,609,970 | 5,430,920 | |||||||
Capital expenditure
|
||||||||
Sale of consumer products
|
65,570 | 14,547 | ||||||
Regional distribution services
|
26,898 | - | ||||||
Corporate
|
- | - | ||||||
92,468 | 14,547 | |||||||
Six months ended June 30,
|
|||||||
2013
|
2012
|
||||||
Amount
|
%
|
Amount
|
%
|
||||
(Loss)/Income before provision for income taxes
|
$
|
(362,612)
|
546,944
|
||||
Expected PRC income tax expense at statutory tax rate of 25%
|
(90,653)
|
(25.0)
|
136,736
|
25.0
|
|||
Utilization of tax loss brought forward
|
-
|
-
|
(136,736)
|
(25.0)
|
|||
Tax losses not recognized as deferred tax assets
|
90,653
|
25.0
|
-
|
-
|
|||
Provision for Income Taxes
|
$
|
-
|
-
|
$
|
-
|
-
|
(i)
|
Both Jiangxi Jien and Shenzhen Jien are subject to PRC tax. The provision for PRC income tax is based on a statutory rate of 25% of the assessable income of the PRC subsidiaries as determined in accordance with the relevant income tax rules and regulations of the PRC.
|
(ii)
|
Plenty Fame is not subject to tax in accordance with the relevant tax laws and regulations of the BVI.
|
(iii)
|
Prospect did not generate any assessable profits since its incorporation and therefore is not subject to HKSAR tax.
|
2013
|
2012
|
|||||||||||||||
Number of shares
|
Weighted average number of shares
|
Number of shares
|
Weighted average number of shares
|
|||||||||||||
At beginning & end of period
|
155,350,052 | 155,350,052 | 5,000,052 | 5,000,052 | ||||||||||||
Six months ended June 30,
|
||||||||
2013
|
2012
|
|||||||
Xinghua Chen
|
||||||||
Rental expenses payable for the Company’s office premises in Shenzhen, the PRC
|
$ | 7,609 | $ | - | ||||
June 30,
2013
|
December 31,
2012
|
|||||||
Construction-in-progress:
|
||||||||
Contracted but not provided for
|
$ | 1,550,000 | $ | 1,550,000 | ||||
Three months ended
|
||||||||||||||||
June 30
|
Increase/
|
%
|
||||||||||||||
2013
|
2012
|
(decrease)
|
change
|
|||||||||||||
Revenue
|
$ | 112,983 | 1,709,598 | (1,596,615 | ) | (93.4 | ) | |||||||||
Cost of sales and services
|
- | 758,906 | (758,906 | ) | (100 | ) | ||||||||||
Selling and distribution expenses
|
21,907 | 89,984 | (68,077 | ) | (75.7 | ) | ||||||||||
General and administrative expenses
|
269,159 | 338,867 | (69,708 | ) | (20.6 | ) | ||||||||||
(Loss)/income before income taxes
|
(185,337 | ) | 497,547 | (682,884 | ) | N/A | ||||||||||
Provision for income taxes
|
- | - | - | - | ||||||||||||
Net (loss)/income
|
$ | (185,337 | ) | 497,547 | (682,884 | ) | N/A |
Three months ended
June 30,
|
Increase/
|
%
|
||||||||||||||
2013
|
2012
|
(decrease)
|
change
|
|||||||||||||
Sale of consumer products
|
$ | - | $ | 1,498,009 | (1,498,009 | ) | (100 | ) | ||||||||
Regional distribution rights
|
112,983 | 211,589 | (98,606 | ) | (46.6 | ) | ||||||||||
112,983 | 1,709,598 | (1,596,615 | ) | (93.4 | ) | |||||||||||
(a)
|
Sale of consumer products
|
(b)
|
Regional distribution rights
|
(i)
|
Initial admission fee income is generally recorded upon completion of admission procedures, when the rights to use the
“GEN+ME”
trademarks are granted to the users, and when collectability is reasonably assured; and
|
(ii)
|
Continuing management fee income represent regular contractual payments received for our supporting services, which are recognized as revenue when earned, generally on a straight line basis.
|
Six months ended
|
||||||||||||||||
June 30,
|
Increase/
|
%
|
||||||||||||||
2013
|
2012
|
(decrease)
|
change
|
|||||||||||||
Revenue
|
$ | 360,951 | 2,391,956 | (2,031,005 | ) | (84.9 | ) | |||||||||
Cost of sales
|
170,802 | 1,104,683 | (933,881 | ) | (84.5 | ) | ||||||||||
Selling and distribution expenses
|
49,666 | 202,601 | (152,935 | ) | (75.5 | ) | ||||||||||
General and administrative expenses
|
475,343 | 493,843 | (18,500 | ) | (3.7 | ) | ||||||||||
(Loss)/income before income taxes
|
(362,612 | ) | 546,944 | (909,556 | ) | N/A | ||||||||||
Provision for income taxes
|
- | - | - | - | ||||||||||||
Net (loss)/income
|
$ | (362,612 | ) | 546,944 | (909,556 | ) | N/A |
Six months ended June 30,
|
Increase/
|
%
|
||||||||||||||
2013
|
2012
|
(decrease)
|
change
|
|||||||||||||
Sale of consumer products
|
$ | - | 2,111,765 | (2,111,765 | ) | (100 | ) | |||||||||
Regional distribution rights
|
360,951 | 280,191 | 80,760 | 28.8 | ||||||||||||
360,951 | 2,391,956 | (2,031,005 | ) | (84.9 | ) | |||||||||||
(a)
|
Sale of consumer products
|
(b)
|
Regional distribution rights
|
Six months ended
|
||||||||
June 30,
|
||||||||
2013
|
2012
|
|||||||
Net cash (used in)/provided by operating activities
|
$ | (979,846 | ) | $ | 755,352 | |||
Net cash used in investing activities
|
(92,468 | ) | (14,547 | ) | ||||
Net cash provided by/(used in) financing activities
|
1,073,252 | (634,300 | ) | |||||
Net increase in cash and cash equivalents
|
$ | 938 | $ | 106,505 |
(iii)
|
Initial admission fee income is generally recorded upon completion of admission procedures, when the rights to use the “GEN+Me” trademarks are granted to the users, and when collectability is reasonably assured; and
|
(iv)
|
Continuing management fee income represent regular contractual payments received for our supporting services, which are recognized as revenue when earned, generally on a straight line basis.
|
June 30,
2013
|
December 31,
2012
|
June 30,
2012
|
||||||||||
|
||||||||||||
Period/year end RMB : US$ exchange rate
|
0.1629 | 0.1597 | 0.1576 | |||||||||
Average yearly RMB : US$ exchange rate
|
0.1619 | 0.1588 | 0.1583 | |||||||||
·
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
·
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
·
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
PART II.
|
OTHER INFORMATION
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULT UPON SENIOR SECURITIES
|
ITEM 4.
|
[REMOVED AND RESERVED]
|
ITEM 5.
|
OTHER INFORMATION
|
Exhibit
Number
|
Description
|
|
31.1
|
Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31.2
|
Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
CHINA SHIANYUN GROUP CORP., LTD
|
|
Dated: August 14, 2013
|
/
s/ Ye Xing Zhang
|
Ye Xing Zhang
|
|
Chief Executive Officer
|
|
Dated: August 14, 2013
|
/s/
Deng Lin
|
Deng Lin
|
|
Chief Financial Officer/Chief Accounting Officer
|
1 Year China Shianyun (GM) Chart |
1 Month China Shianyun (GM) Chart |
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