A 90 billion yuan debt restructuring plan was just approved, but COUNTRY GARDEN now faces a regulatory setback.

On the evening of February 10, COUNTRY GARDEN announced on the Hong Kong Stock Exchange that the company, its executive director and chairperson Yang Huiyan, executive director and co-chairman Mo Bin, and executive director and chief financial officer Wu Bijun recently received a "Disciplinary Decision" from the Shanghai Stock Exchange.

The reason is that COUNTRY GARDEN failed to promptly disclose debt defaults for three periods: August to December 2023, January to June 2024, and July to December 2024. The Shanghai Stock Exchange issued a circulated criticism to COUNTRY GARDEN and the aforementioned individuals and recorded it in the integrity archive.

COUNTRY GARDEN attributed this violation to "objective reasons," emphasizing that it was not due to the relevant persons neglecting their duties. The board of directors (excluding Yang Huiyan, Mo Bin, and Wu Bijun) stated that there is no reason to doubt the integrity and capabilities of the three individuals and deemed it appropriate for them to continue serving as executive directors.

Notably, this comes only 41 days after COUNTRY GARDEN's offshore debt restructuring plan officially took effect.

As of February 12, COUNTRY GARDEN's stock price was HK$0.28 per share, with a total market capitalization of HK$11.6 billion.

A 17-Month Disclosure "Black Box" The "Disciplinary Decision" issued by the Shanghai Stock Exchange revealed that COUNTRY GARDEN failed to disclose its debt default situation in a timely manner as required by rules, spanning from August 2023 to December 2024.

This means that for 17 months, investors faced an information "black box" regarding COUNTRY GARDEN's debt problems.

In March 2023, Yang Huiyan had just taken over the reins of COUNTRY GARDEN from her father, Yang Guoqiang. On March 1 that year, COUNTRY GARDEN announced that its founder, board chairman, and executive director Yang Guoqiang had resigned due to age. After stepping down, he continued to participate in the group's operations as a special advisor. The 41-year-old Yang Huiyan became the leader of COUNTRY GARDEN, once known as the "number one real estate company in the universe."

Yang Huiyan's succession was not a surprise. Since graduating from university, she had been working at COUNTRY GARDEN and was deliberately groomed by Yang Guoqiang as his successor. She held various positions, rising from head of the procurement department to vice chairperson and co-chairperson of the company.

However, the timing of her succession coincided with a period of deep adjustment in the real estate industry. On March 1, 2023, when founder Yang Guoqiang officially announced his resignation, COUNTRY GARDEN Real Estate had 17 outstanding bonds with a total value of 22.275 billion yuan, of which 3.2 billion yuan was due that year. COUNTRY GARDEN Holdings also had 24 domestic and offshore bonds with a total value of approximately 79.993 billion yuan, of which 17.807 billion yuan was due within one year.

Signs of debt default issues began to emerge in the second half of 2023. In August 2023, COUNTRY GARDEN issued a profit warning, stating that due to unfavorable sales and refinancing environments, the company faced phased liquidity pressures.

In October 2023, COUNTRY GARDEN announced that it failed to pay a matured amount of HK$470 million under a certain debt obligation and expected to be unable to fulfill its repayment obligations for all offshore debts on schedule.

For a long time after that, COUNTRY GARDEN's disclosure of its debt default situation became obscure, and the Shanghai Stock Exchange's investigation revealed this period lasted 17 months.

COUNTRY GARDEN's 2024 annual report, released in April 2025, showed that as of the end of 2024, the group's total borrowings were approximately 253.5 billion yuan, with about 137.413 billion yuan in debt due for repayment within one year.

The subsequent development was that in 2025, COUNTRY GARDEN began actively promoting debt restructuring work.

90 Billion Yuan Debt Restructuring Plan Approved According to COUNTRY GARDEN, the failure to disclose debt defaults in a timely manner was not due to negligence by relevant personnel but was caused by "objective reasons" related to the company.

Yan Yuejin, Vice President of the Shanghai E-House Real Estate Research Institute, analyzed that untimely corporate information disclosure can stem from various objective factors: First, processes such as communicating with creditors and obtaining relevant certificates from banks inherently require time. Second, debt resolution involves multiple parties, including financial institutions, law firms, and debt managers, and some issues are not solely caused by the company itself. Third, the departure of original senior executives can lead to the loss or difficulty in locating original debt materials and documents, making asset valuation work challenging. All these factors increase the time cost of debt resolution. For massive debt, almost no company has the ability to complete the resolution in one go; it requires setting debt resolution goals in stages, like cutting a watermelon into pieces.

In reality, behind the regulatory storm, COUNTRY GARDEN's debt resolution process is undergoing a massive debt restructuring plan.

On December 5, 2025, a COUNTRY GARDEN announcement showed that the Hong Kong High Court had issued an "order for recognition" the previous day, approving its offshore debt restructuring plan, which involves a total debt amount of $17.7 billion (approximately 122.1 billion yuan).

According to reports, among many troubled real estate companies, the scale of COUNTRY GARDEN's offshore debt restructuring ranks second in the industry, significantly higher than that of developers like Sunac, R&F Properties, and Logan Group.

The specific debt resolution plan includes: proposing the issuance of mandatory convertible bonds and shares converted from such bonds under a special mandate; proposing the issuance of new shares for work fee arrangements and restructuring support agreement consent fees under a special mandate; and proposing the issuance of new shares and connected transactions related to a bilateral loan resolution with Tai Fung Bank under a special mandate. Additionally, the overall plan includes a cash repurchase arrangement and longer-term debt retention instruments. Different creditors can choose combinations based on their circumstances regarding the equity conversion ratio and debt retention ratio.

But the core logic, simply put, is: swapping debt for equity.

According to the company's disclosed data, assuming all options under the offshore restructuring plan are fully subscribed, after the restructuring is completed, COUNTRY GARDEN is expected to reduce its offshore debt scale by approximately $11.7 billion (about 84 billion yuan), lower financing costs to 1%-2.5%, and extend the debt term by up to about 11 years.

With the solution for the major portion of offshore debt approved, resolving the onshore debt became relatively easier. Previous announcements showed that COUNTRY GARDEN had a total of 9 onshore bonds with a scale of about 13.77 billion yuan. In late September 2025, a restructuring plan involving 8 onshore bonds, totaling approximately 13.332 billion yuan, had already passed bondholder meetings. By December 4, the restructuring plan for the remaining bond was also successfully approved. Thus, COUNTRY GARDEN's onshore debt restructuring plan was fully implemented.

Driven by the successful restructuring of both offshore and onshore debts, COUNTRY GARDEN's overall debt reduction scale is estimated to exceed 90 billion yuan, significantly alleviating repayment pressure over the next five years.

Liu Shui, Director of Enterprise Research at the China Index Academy, analyzed, "This marks the official full completion of COUNTRY GARDEN's debt restructuring, and the company's operations truly enter a new stage."

The Former "Richest Woman in China" Embarks on a "Second Startup" The recent penalty imposed on the company and the three senior executives, including Yang Huiyan, can be seen as the finalization of regulatory action against COUNTRY GARDEN's past information disclosure violations. But with the penalty result announced, can this be considered "bad news is out" for COUNTRY GARDEN?

Yan Yuejin analyzed that a company being publicly notified by the exchange for failing to disclose information in a timely manner is, on the surface, not a positive event; it reflects problems of untimely information disclosure during the debt disposal process. Although the company provided explanations for the untimely disclosure, some reasons are indeed objective factors. However, this also indicates that the company has expended significant energy on debt issues and has not been sufficiently composed in handling related matters, a problem worth noting.

Yan Yuejin believes this event does not constitute "bad news is out." The premise of "bad news is out" is that the situation has already improved. From this event, it appears that the company still faces debt-related negative factors, and debt disposal work still needs further consolidation.

In fact, successful debt restructuring is only the first step in "surviving." The challenges currently facing COUNTRY GARDEN remain significant.

In January 2026, COUNTRY GARDEN's unaudited operational brief showed that the contracted sales amount attributable to equity holders of the company was only about 2.21 billion yuan, continuing to face pressure compared to the same period last year.

In contrast, data from the China Index Academy showed that COUNTRY GARDEN's full-scale sales in 2025 were approximately 40.28 billion yuan, compared to 219.98 billion yuan in 2023 (ranking seventh in the industry). In two years, sales scale has shrunk by over 80%.

Although nearly 90 billion yuan in debt restructuring has been completed, as of February 12, the company still faces execution amounts exceeding 74.85 million yuan.

A more severe signal comes from the capital market's "voting with its feet." After the debt restructuring was completed, international investment banks began reducing their holdings successively.

From late December 2025 to late January 2026, COUNTRY GARDEN's stock saw several large-volume transactions. Among them, JPMorgan Chase began multiple rounds of reduction starting January 8 through January 22, cumulatively selling over 1 billion shares, reducing its shareholding ratio to 4.7%, below the 5% threshold requiring public disclosure of interests. UBS Group's long position ratio in COUNTRY GARDEN also dropped from 5.01% to 4.88% on January 7, 2026.

COUNTRY GARDEN's stock price has also slid to become a "penny stock," closing at HK$0.28 per share on February 12, with its market capitalization shrinking by nearly 98% from its peak in 2018.

In 2005, Yang Guoqiang decided to transfer 70% of his shares in COUNTRY GARDEN to his "obedient daughter" Yang Huiyan, who had just graduated. He hoped to train her as the successor to COUNTRY GARDEN when she was only 23 years old. In 2007, COUNTRY GARDEN listed in Hong Kong, and the 26-year-old Yang Huiyan became the "Richest Woman in China" for the first time. Subsequently, she held the top position among women multiple times. In 2020, the Yang Huiyan family's wealth reached 225 billion yuan.

When Yang Huiyan took over from her father Yang Guoqiang in March 2023, COUNTRY GARDEN was already deeply mired in a debt crisis. By 2025, the Yang Huiyan family's wealth had shrunk to 31.5 billion yuan, and its ranking on the Hurun Rich List had fallen beyond 200th place.

Over the past three years, Yang Huiyan has consistently played the role of "firefighter." At the group's monthly management meeting in November 2025, Yang Huiyan first proposed the declaration of a "second startup."

At the COUNTRY GARDEN Group annual work conference on February 2, Yang Huiyan designated 2026 as the "final year for ensuring housing delivery" and proposed a clear timeline: strive to complete most delivery tasks by mid-2026, thereby freeing up more energy to repair the balance sheet and resume normal operations.

She defined the marker of "resuming normal operations" as the operating cash flow turning positive, with the ultimate goal being "both the company's overall cash flow and profit turning positive."

Mo Bin emphasized: "Completing housing delivery is the primary task; repairing the balance sheet requires trading time for space; and resuming normal operations is key. Only development can truly solve problems effectively."

Regarding the industry's future, Yang Huiyan judged that the market has fully entered a buyer's market, necessitating a complete change in operational thinking—shifting from large-scale, fast-turnover incremental development to refined operations. She believes that management during a downturn must focus on lean management, even industrialized management, increase investment in product research and development, utilize new materials, new technologies, and AI, and comprehensively enhance product capability, service capability, and cost capability.

Amid the aftershocks of the regulatory penalty and the chill of international capital retreat, COUNTRY GARDEN is attempting to rebuild credit and dignity from the rubble of its "second startup." Ten days ago, Yang Huiyan bowed deeply at the annual work conference. COUNTRY GARDEN stated that this was a silent gesture of gratitude and tribute, condensing the hardships and efforts of the past three years. The operational test of 2026 is already at hand.