Xincheng Holdings Group Co., Ltd. 2025 Annual Report Summary

Company Code: 601155 Company Abbreviation: Xincheng Holdings

Section 1 Important Notice

1. This annual report summary comes from the full annual report. To gain a comprehensive understanding of the company’s operating results, financial status, and future development plans, investors should carefully read the full annual report on the website www.sse.com.cn.

2. The company’s board of directors, as well as directors and senior management, guarantee the authenticity, accuracy, and completeness of the content of the annual report, with no false records, misleading statements, or significant omissions, and bear individual and joint legal responsibility.

3. All directors of the company attended the board meeting.

4. Grant Thornton Certified Public Accountants (Special General Partnership) issued a standard unqualified audit report for the company.

5. The profit distribution plan or capital reserve transfer to increase share capital approved by the board resolution for the reporting period

According to the audit by Grant Thornton Certified Public Accountants (Special General Partnership), the net profit attributable to shareholders of the parent company for the fiscal year 2025 was 680,106,627 yuan; as of December 31, 2025, the parent company’s undistributed profits amounted to 14,577,709,383 yuan. Based on the “Guidance No. 3 on the Regulation of Listed Companies - Cash Dividends for Listed Companies,” “Articles of Association,” and “Xincheng Holdings Group Co., Ltd. Shareholder Dividend Return Plan (2023-2025),” and considering current macroeconomic conditions, overall industry environment, company strategic planning, and future funding needs, to ensure the company’s operational capacity and debt repayment ability, and reduce financial risks, the proposed profit distribution plan for 2025 is: no cash dividends, no bonus shares, and no capital reserve transfer to increase share capital. This profit distribution plan needs to be submitted to the shareholders’ meeting for review.

As of the end of the reporting period, there were relevant circumstances regarding the parent company’s undistributed losses and their impact on the company’s dividends and other matters

□ Applicable √ Not Applicable

Section 2 Basic Company Information

1. Company Overview

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2. Overview of Main Business During the Reporting Period

2.1 Industry Situation During the Reporting Period

2.1.1 The country vigorously boosts consumption and promotes a return to the real economy

In 2025, multiple significant policies were introduced at the national level to vigorously boost consumption and promote high-quality development of the real economy, providing strong policy support for the transformation and upgrading of shopping centers:

1. “Urban Commercial Quality Improvement Action Plan” promotes innovation in shopping center scenarios

In October 2025, the Ministry of Commerce and five other departments jointly issued the “Urban Commercial Quality Improvement Action Plan,” proposing 21 main tasks, clearly stating the cultivation of a batch of large commercial complexes in urban center areas, key pedestrian streets, and tourism and leisure areas, aggregating diverse formats, scenarios, and services to meet diversified consumer needs in a one-stop manner; supporting the renovation and upgrading of traditional department stores and shopping centers to create a rich supply of goods and services; deepening the integration of “business, tourism, culture, sports, and health,” supporting innovation in “business + tourism,” “business + culture,” “business + sports,” and other formats, promoting sports events into neighborhoods and commercial districts; strengthening the empowerment of emerging technologies, promoting “artificial intelligence + consumption” scenarios, and improving smart business new models such as smart guidance, precision marketing, and immersive experiences.

2. Deepening the construction of county-level commercial systems

2025 is the concluding year of the “County Commercial Three-Year Action Plan (2023-2025),” and the country continues to promote the construction of county-level commercial systems, aiming to create around 500 leading counties for county-level commerce nationwide, building and transforming a number of county-level logistics distribution centers and township commercial centers, with 90% of counties reaching “basic type” and above in commercial functions. Various regions are using special funds to support large-scale commercial circulation enterprises in counties to sink the supply chain, drive the renovation and upgrading of township commercial centers and wholesale markets, and expand county-level consumption potential.

3. Urban renewal and transformation rejuvenate existing commercial spaces

The country continues to promote urban renewal actions, encouraging “one store, one policy” for the renovation of existing commercial facilities, including eligible commercial facility renovation projects in the scope of large-scale equipment updates and urban renewal actions, guiding commercial facilities to carry out updates and renovations according to local conditions, introducing service formats, and innovating immersive experiential scenarios. Meanwhile, through pilot projects for redeveloping underutilized land, it allows for optimizing the use of existing commercial land, supports the transformation of inefficient commercial land, and promotes mixed-use development and reasonable conversion of land uses.

4. Policies to expand inbound consumption increase incremental consumption

The country supports eligible stores to become departure tax refund shops, expanding inbound consumption; promotes pedestrian streets (commercial districts) in conjunction with urban renewal, facilitating the gathering of quality domestic and international brands, new formats, new models, and new scenarios, creating a number of nationally recognized demonstration pedestrian streets (commercial districts) based on local characteristics and radiating nationwide and globally.

2.1.2 The number of new shopping centers hits a low, with renovation of existing spaces and content innovation becoming the main theme

In 2025, 337 new shopping centers opened across the country, the lowest number in nearly 11 years, as the industry fully shifts from “scale expansion” to a high-quality development phase of “existing stock optimization + value deepening.” The market shows distinct structural characteristics: First, the proportion of existing stock renovations continues to rise, accounting for over 20% of the year’s existing stock renewal projects, with quarterly renovation project proportions even exceeding 30%. The transformation and upgrading of old department stores and supermarkets have become important sources of growth; Second, small to medium-sized projects dominate, with community and regional projects of 20,000 to 100,000 square meters accounting for over 70%, while large commercial projects are relatively limited.

In the context of shrinking increment, the structural dividend of consumer demand is accelerating its release. Lower-tier cities are entering a period of commercial activity, with projects in fourth and fifth-tier cities accounting for nearly 30% of openings. At the same time, experiential consumption continues to iterate, with urban outlets and experiential shopping centers coexisting; vertical segmentation formats such as themed stores for the second dimension, women, and sports are emerging rapidly. Shopping centers are shifting from standardized replication to differentiated competition based on “content creation + scenario reconstruction,” reshaping consumption space through the first-store economy, cultural empowerment, and technological integration, carving out new growth paths amid deep industry adjustments.

2.1.3 Brand differentiation accelerates, emotional consumption and quality-price ratio become the main theme

In 2025, the brand adjustments in shopping centers show a clear characteristic of “contraction and expansion coexisting, rationality and emotion resonating.” Against the backdrop of rational consumption and pursuit of quality-price ratio, brands that can provide emotional value, immersive experiences, and high cost performance are expanding against the trend, and the adjustment of format structures is deepening.

1. Format restructuring intensifies, with dining and experiential formats continuing to dominate

The retail format is generally contracting, but structural differentiation is significant. Traditional clothing formats are under continuous pressure, with the opening and closing ratio for men’s and women’s apparel below 1, and fast fashion brands are accelerating their exit from core positions on the first floor of shopping centers. Meanwhile, outdoor sports categories are booming against the trend, with the proportion of outdoor sports brands on the first floor of shopping centers soaring by 114.35% compared to 2023, making professional sports brands a new draw for high-end malls. Trendy digital and gold jewelry leverage policy subsidies and value retention properties to secure core positions on the first floor.

The dining format is expanding strongly. The opening and closing ratio for high-end mall dining is 1.51, with tea and coffee, baking, hot pot, and noodle restaurants densely occupying prime spots on the first floor. Value-for-money fast food and local specialty dining have become new hotspots, with Western-style casual dining openings reaching a three-year high.

Cultural, sports, entertainment, and life services continue to rise. IP-themed stores and second-dimension brands are rapidly expanding, with the “grain economy” driving collectible toy brands to occupy prime positions in shopping centers.

2. Emotional consumption drives innovation, new brands seize the market

“Emotional value” has become the core driving force behind brand iteration. Consumers are more willing to pay for products that offer emotional satisfaction at reasonable prices. Emerging brands have pioneered a “quality-price ratio + emotional value” dual driving model, positioning themselves in the market as “trendy and fun fast fashion.” Discount stores and value-for-money brands are gaining popularity, while international affordable boutique supermarkets are accelerating strategic partnerships with shopping centers.

The luxury goods market is entering a phase of adjustment, with brands clustering in high-end malls in core business districts. In the first half of 2025, the number of new luxury brand stores opened declined by 38% year-on-year, with mainstream strategies focusing on closing underperforming stores and concentrating resources in first-tier cities and the core business districts of new first-tier cities. Brands are requesting malls to provide more discounts and premium services to boost sales.

3. Chain brands and regional penetration proceed in parallel, urban renewal releases new space

Leading chain brands are accelerating their layout, continuously penetrating based on scale effects, with county-level markets becoming a new blue ocean for expansion. Urban outlets are prospering against the trend, and the transformation of traditional malls into urban outlets is becoming an important trend that attracts price-sensitive consumers through brand resource integration and buying systems with “real discounts + brand power.” The proportion of existing stock renovation projects continues to rise, with old department stores and supermarkets rejuvenated through the introduction of warehouse-style stores like Hui Pin Cang.

2.1.4 The real estate market enters a phase of overall balance, and the price decline has significantly narrowed

In 2025, the national real estate market is still in the process of bottoming out, with synchronized declines in supply and demand: On the supply side, real estate development investment amounted to 8.28 trillion yuan, down 17.2% year-on-year; on the demand side, the sales of newly built commercial housing reached 8.39 trillion yuan, down 12.6% year-on-year; the market capacity is gradually approaching a balanced center. The market trend throughout the year showed a pattern of high in the beginning and stable later, with the first quarter recovering and rising, the second quarter retracting and weakening, the third quarter fluctuating downward, and the fourth quarter accelerating downward.

The price index of newly built commercial housing in 70 cities is still in a downward channel, but the overall decline has narrowed compared to 2024, with declines in various tier cities narrowing by about 2 percentage points year-on-year. First-tier cities show significantly stronger resilience compared to 2024, while second- and third- and fourth-tier cities also experience a narrowing of declines. The price index’s downward trend is converging, partly due to the market gradually moving towards the bottom and partly due to the structural supply optimization of “good houses,” with an increased proportion of improved housing.

2.1.5 Monetary policy strengthens cross-cycle and counter-cyclical regulation coordination, steadily releasing housing consumption potential

Since 2025, the country has strengthened the coordination of counter-cyclical and cross-cycle regulations, implementing moderately loose monetary policies, precisely launching a financial policy “combination punch” that balances quantity and structure. By the fourth quarter, the balance of various loans in RMB by financial institutions reached 271.91 trillion yuan, a year-on-year increase of 6.4%, with an annual increase of 16.27 trillion yuan in RMB loans. The central bank implemented a comprehensive reduction in the reserve requirement ratio once during the year, combined with targeted support, releasing about 1 trillion yuan in medium- and long-term liquidity, while synchronously lowering the policy interest rate by 0.1 percentage points, leading to a reduction of 10 basis points in both the one-year and five-year LPRs, bringing them down to 3.0% and 3.5%, respectively. At the same time, the central bank improved the dynamic adjustment mechanism for the interest rates of existing housing loans, promoting the batch reduction of interest rates on commercial first home loans to LPR - 30 basis points, and reducing the interest rate on personal housing provident fund loans by 0.25 percentage points, directly alleviating the pressure on residents’ mortgage loans and steadily releasing housing and consumption potential.

2.1.6 The policy tone shifts from stopping the decline and alleviating difficulties to stabilizing and establishing a system, deeply promoting new models of real estate development

In 2025, faced with the complex environment of weak global economic recovery, external shocks from U.S. tariffs, insufficient recovery momentum in domestic demand, and deep adjustments in real estate, China’s economy moved forward under pressure, achieving a GDP of 140.19 trillion yuan, breaking the 140 trillion yuan mark for the first time, with a year-on-year growth of 5%, successfully achieving the annual economic growth target. Throughout the year, the economy showed a trend of “high at the beginning and stable later, gradually falling seasonally,” with a growth rate of 5.4% in the first quarter, 5.2% in the second quarter, slowing to 4.8% in the third quarter, and a growth rate of 4.5% in the fourth quarter, demonstrating strong resilience and risk resistance capabilities under multiple pressures.

At the central level, the deployment of real estate continued to deepen, focusing on “stabilizing expectations, preventing risks, and promoting transformation,” transitioning policies from emergency relief to the establishment of long-term mechanisms. The bulk adjustment of interest rates on existing first-home loans became a landmark move in the real estate market this year; simultaneously, the central government further improved the “guaranteed delivery of buildings” long-term support mechanism and expanded the coverage of urban real estate financing coordination mechanisms, effectively resolving liquidity risks for real estate companies.

At the local level, the optimization of policies continues under the central policy framework with precise measures. On the demand side, most cities have fully lifted restrictive policies such as purchase and loan limits, with the four major first-tier cities further relaxing market restrictions, and second- and third- and fourth-tier cities’ real estate policies basically exhausted. Supply-side reforms continue to deepen, with various regions actively implementing policies to revitalize existing land and commercial properties, using affordable housing re-loan tools to promote local state-owned enterprises to acquire existing commercial housing for use as affordable housing or relocation housing for urban village transformation.

Currently, the demand foundation in the real estate market still needs to be solidified, the recovery of real estate companies’ operations is uneven, and some third- and fourth-tier cities still face significant inventory pressures, with market uncertainties not completely eliminated. Maintaining the continuity, stability, and precision of policies is crucial. Looking ahead to 2026, future policy tones will shift from “stopping the decline and alleviating difficulties” to “stabilizing and establishing a system,” with regulatory logic evolving from “one-way loosening” to “systematic supply and demand management,” promoting specialized and refined development of the market and deeply advancing new models of real estate development.

2.2 Business Activities of the Company During the Reporting Period

The company operates in the real estate industry, with its main business being the operation and management of commercial complexes and real estate development and sales, primarily adopting a self-operated and self-developed sales model. During the reporting period, the company adhered to a dual-driven operation mode of “commercial operation + real estate development,” following the “1+3” strategic layout, with Shanghai as the center, the Yangtze River Delta as the core, and expanding towards the Greater Bay Area, Bohai Rim, and central and western regions. By the end of the reporting period, the company had entered 151 cities across the country.

After 14 years of precipitation in commercial development, the company’s commercial sector primarily includes shopping centers, specialty streets, urban renewal, and community commerce. Under different commercial product contents, combined with project market positioning, urban capability, and customer demand, precise adaptability can be achieved, and different commercial product models can be flexibly combined to enhance the comprehensiveness and richness of commercial projects. With the continuous development of commerce, Wuyue Commercial has upgraded from the early spatial experience dimension to now focusing on exploring emotional connections with cities and customers. Guided by the product spirit of “tasting the city” and “emotional links,” Wuyue Commercial pays more attention to changes in the needs of merchants and customers, presenting a large number of high-quality commercial products from dimensions such as new formats, new themes, scenario-based, intelligent, and humanized, closely following commercial changes and market demands, which is the core of maintaining the vitality and quality of Wuyue Commercial products. The operation of the company’s commercial complexes mainly involves the leasing and management of Wuyue Plaza. Since the brand’s inception in 2012, “Wuyue” has continuously upgraded and refined its products, aiming to create a Chinese experiential commercial leading brand from the most genuine emotional needs of Chinese families. In 2025, Wuyue Commercial Management renewed and upgraded the “Five-Step Management Method,” showcasing deep thinking and strategic height, accurately decoding the transformation path from scale benefits to quality benefits, and establishing a sustainable upgrade methodology system to provide a systematic path for Wuyue’s transition from scale to high-quality development.

By innovatively combining “a large space that accommodates leisure, social, and shopping functions with a thematic operational space,” the “Mall + X” approach creates new commercial spaces, builds new format combinations, forms distinctive commercial symbols, and creates differentiated competitiveness in commercial real estate. Xincheng Commercial connects the development and operation of commercial real estate, implements the management of project outputs, integrates the entire industrial chain of commercial real estate, and collaborates across various formats, controlling key aspects and terminal outlets such as project expansion, planning and design, commercial real estate development, commercial real estate leasing and operation, and asset management. This integrates brands, innovation, and channels organically, jointly creating a systematic commercial ecological chain, enriching the definition of “commerce,” and bringing happiness to more consumers. “Wuyue Plaza,” guided by the “Five-Step Management Method” and rooted in “user thinking,” is committed to transforming from spatial operation to user operation, from leasing thinking to operational thinking, and from customer flow creation to user service, establishing a new value relationship centered on users that meets the value demands of owners, merchants, users, and management. The company has formed a professional commercial operation management team of nearly 10,000 people, from building spaces, organizing content, finding brands, to later driving high sales and sharing profits (i.e., the “Five-Step Management Method”), Wuyue Commercial Management possesses comprehensive commercial resource coordination and management capabilities. Meanwhile, Wuyue Plaza has established strategic partnerships with over 10,000 leading domestic and international brand merchants, creating a strong commercial magnet that attracts massive commercial flow and customer traffic. By continuously innovating the refined management system, an information-based intelligent management platform called “New Cloud Intelligent Management System” has been created. This achieves the goals of “enhancing management efficiency,” “expanding management scope and reducing management costs,” “ensuring project operation quality,” and “reducing project energy consumption and labor costs.”

During the reporting period, the “Happy China Home” event, originated from Wuyue Plaza, was simultaneously launched across 175 operational Wuyue Plazas nationwide, achieving a breakthrough in customer traffic and sales. Through the “I Love You May” campaign offering healthy packages, good online visibility and reputation were gained. Additionally, the eighth “New Business Association” special event was organized, proposing the “V8 Model Excellence Practice Award,” which will further form excellent cases for nationwide promotion in the future. In terms of innovation, the corporate persona of Wuyue Commercial Management was officially defined as the “Five-Sided Management Concept.” Trying out paid membership through “Yue Membership,” the Yuyue membership rights have been reserved for 266,000 times since their launch. Xincheng Commercial will continue to focus on consumers’ emotional needs, leveraging the synergistic value of online and offline, and moving towards the future, returning to essence, establishing deep connections with consumers in broader scenarios. Based on Wuyue Commercial Management’s core resource endowment in the commercial real estate field, industry-leading position, and multi-dimensional resource network, Wuyue Commercial Management will strive to tap into the value potential of commercial assets, aiming to create milestone references for the development of China’s commercial real estate.

The main products of residential real estate development are various quality residences, including mid- to high-rise apartments, low-density multi-story apartments, and villas. In 2025, the company vigorously develops light asset businesses, with Xincheng Jian Guan internally establishing two business organizations, namely Xincheng Wanjia Jian Guan and Xincheng Hongtu Jian Guan, to deepen the development, operation, and management of light asset businesses in various regional construction management branches, and collaboratively promote deep cultivation of light asset regions. Xincheng continues to focus on value first in diversified agency construction tracks, exploring differentiated capabilities, breaking into the government residential agency construction track; empowering professionalism, tapping into existing commercial dividends, and expanding the commercial project agency construction track; extending boundaries, opening up diverse growth spaces, and supplementing the expansion of incremental service tracks.

3. Company’s Major Accounting Data and Financial Indicators

3.1 Major Accounting Data and Financial Indicators for the Last 3 Years

Unit: yuan Currency: Renminbi

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3.2 Major Accounting Data by Quarter During the Reporting Period

Unit: yuan Currency: Renminbi

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Explanation of discrepancies between quarterly data and disclosed regular report data

□ Applicable √ Not Applicable

4. Shareholder Information

4.1 Total number of ordinary shareholders at the end of the reporting period and at the end of the month before the annual report disclosure, the total number of preferred shareholders with restored voting rights, and the total number of shareholders holding special voting rights shares, as well as the situation of the top 10 shareholders

Unit: shares

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4.2 Ownership and control relationship diagram between the company and the controlling shareholder

√ Applicable □ Not Applicable

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4.3 Ownership and control relationship diagram between the company and the actual controller

√ Applicable □ Not Applicable

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4.4 Total number of preferred shareholders at the end of the reporting period and the situation of the top 10 shareholders

□ Applicable √ Not Applicable

5. Company Bond Information

√ Applicable □ Not Applicable

5.1 Bond status of the company existing as of the date of approval of the annual report

Unit: 100 million yuan Currency: Renminbi

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5.2 Interest payment and redemption status of bonds during the reporting period

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5.3 Adjustments to credit ratings made by credit rating agencies for the company or its bonds during the reporting period

□ Applicable √ Not Applicable

5.4 Major accounting data and financial indicators for the last 2 years

√ Applicable □ Not Applicable

Unit: yuan Currency: Renminbi

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Section 3 Important Matters

1. The company shall disclose significant changes in its operating situation during the reporting period based on the principle of materiality, as well as matters that have had a significant impact on the company’s operating situation during the reporting period and are expected to have a significant impact in the future.

During the reporting period, the company achieved operating income of 53.012 billion yuan, a decrease of 40.44% compared to the same period last year, achieving a net profit attributable to shareholders of the listed company of 680 million yuan, a decrease of 9.61% compared to the same period last year; achieving a net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses of 614 million yuan, a decrease of 29.34% compared to the same period last year.

2. If there is a risk warning for delisting or termination of listing after the disclosure of the company’s annual report, the reasons leading to the risk warning for delisting or termination of listing should be disclosed.

□ Applicable √ Not Applicable

Securities Code: 601155 Securities Abbreviation: Xincheng Holdings Announcement No: 2026-016

Xincheng Holdings Group Co., Ltd.

Announcement on the 2026 Annual Guarantee Plan

The board of directors and all directors of the company guarantee that there are no false records, misleading statements, or significant omissions in the content of this announcement, and bear legal responsibility for its authenticity, accuracy, and completeness.

Important Content Reminder:

● The guaranteed party: all subsidiaries (hereinafter referred to as “subsidiaries”), joint ventures, and associated companies (excluding related parties of the company, hereinafter referred to as “joint ventures”) within the company’s consolidated financial statements.

● Based on the guarantee balance as of December 31, 2025, the company expects a net increase in guarantee limits for subsidiaries of 57 billion yuan and a net increase for joint ventures of 3 billion yuan in 2026. This matter still needs to be submitted to the shareholders’ meeting for review.

● As of the date of this announcement, there are no overdue guarantees.

● Special risk reminder: Due to the characteristics of project development in the real estate industry, the company and its controlling subsidiaries have guarantees exceeding 100% of the latest audited net assets attributable to the parent company and guarantees for companies with a debt-to-asset ratio exceeding 70%.

I. Overview of Guarantees

As of December 31, 2025, the external guarantee balance of the company and its subsidiaries was 38.286 billion yuan, of which 36.446 billion yuan was for subsidiaries and 1.840 billion yuan for joint ventures. To meet the operational needs of the company, on March 26, 2026, the company’s fourth board of directors held its fourteenth meeting, approving the proposal on the company’s 2026 annual guarantee plan, agreeing to a net increase of 57 billion yuan in guarantees for subsidiaries and a net increase of 3 billion yuan for joint ventures based on the guarantee balance as of December 31, 2025; according to the debt-to-asset ratio levels of the guaranteed parties, specific authorization for the guarantee limits for various guaranteed parties is as follows:

Unit: 100 million yuan

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This matter still needs to be submitted to the shareholders’ meeting for review.

II. Basic Information of Guaranteed Parties and Main Content of Guarantee Matters

(a) The guaranteed parties include the company’s subsidiaries and joint ventures. The scope of guarantees includes the company’s guarantees to subsidiaries, mutual guarantees among subsidiaries, and the company’s and subsidiaries’ guarantees to joint ventures (excluding related parties). The above guarantees also include the following situations:

1. Guarantees exceeding 10% of the latest audited net assets for a single guarantee;

2. The total amount of guarantees provided externally by the company and controlling subsidiaries exceeds 50% of the latest audited net assets for any guarantees provided thereafter;

3. The total amount of guarantees provided externally by the company and controlling subsidiaries exceeds 30% of the latest audited total assets for any guarantees provided thereafter;

4. Guarantees calculated on a cumulative basis within a 12-month period exceeding 30% of the latest audited total assets;

5. Guarantees provided to objects with a debt-to-asset ratio exceeding 70%.

For the expected new guarantees and guaranteed parties in 2026, please refer to the appendix.

(b) The company and its subsidiaries may negotiate with financial institutions, creditors, etc., to determine guarantee matters within the approved limit set by the shareholders’ meeting according to their business needs, with specific guarantee types, methods, amounts, terms, etc., to be based on the actual signed relevant documents.

© The company and its controlling subsidiaries generally provide guarantees to joint ventures based on their shareholding ratios. If the company provides guarantees exceeding its shareholding ratio, it will require other shareholders of the guaranteed joint ventures to provide equivalent guarantees or to provide counter-guarantees or other credit enhancement measures to the company.

(d) The company must meet the following conditions to adjust guarantee limits between joint ventures:

1. The single adjusted amount for the adjusting party does not exceed 10% of the latest audited net assets;

2. For guarantee objects with a debt-to-asset ratio exceeding 70% at the time of adjustment, guarantees can only be obtained from those with a debt-to-asset ratio exceeding 70% (using the end of 2025 as the calculation base date);

3. At the time of adjustment, the adjusting party must not have overdue debts, etc.

(e) This guarantee matter is an estimate made by the company based on current business conditions. To improve business handling efficiency, the board of directors proposes that the shareholders’ meeting authorize Mr. Wang Xiaosong, the chairman of the company, and Mr. Guan Youdong, director, to determine the actual guarantee limits for specific guaranteed parties based on actual business needs within the limits approved by the shareholders’ meeting, to adjust guarantee limits between guaranteed subjects of the same category, and to sign relevant legal documents; any authorization action taken by any authorized person shall be valid.

(f) The validity period of the authorization for this guarantee plan is 12 months from the date of approval by the company’s shareholders’ meeting.

(g) For any external guarantees beyond the above main content, the company will follow relevant regulations to fulfill the decision-making procedures separately.

III. Board of Directors’ Opinion

On March 26, 2026, the company’s board of directors held its fourteenth meeting and approved the proposal on the company’s 2026 annual guarantee plan with 6 votes in favor, 0 votes against, and 0 abstentions. The board believes that the 2026 annual guarantee plan is formulated in conjunction with the company’s 2025 annual guarantee situation and 2026 operational plan, which is beneficial to meet the current business needs of the company and ensure the sustainable and stable development of the company.

IV. Total Number of External Guarantees and the Number of Overdue Guarantees

As of December 31, 2025, the actual guarantee amount provided by the company and its subsidiaries was 38.286 billion yuan, of which the actual guarantee amount for subsidiaries was 36.446 billion yuan. These amounts accounted for 49.38% and 47.01% of the company’s latest audited net assets, respectively. The company does not provide guarantees to controlling shareholders, actual controllers, or their related parties, nor are there any overdue external guarantees.

This announcement is hereby made.

Xincheng Holdings Group Co., Ltd.

Board of Directors

March 28, 2026

Appendix: Expected new guarantee matters and guaranteed parties for 2026

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Note:

1. Xintai Xincheng Ruisheng Commercial Management Co., Ltd. and Binzhou Xincheng Ruishun Commercial Management Co., Ltd. were established in September 2025, and Loudi Xincheng Yichi Commercial Management Co., Ltd. was established in February 2026, with no relevant financial data available.

2. The debt-to-asset ratio involved in the expected new guarantees and guaranteed parties above is based on the latest debt-to-asset ratio of the company at the time of signing the relevant guarantee.