Shenzhen Overseas Chinese Town Co., Ltd. 2025 Annual Report Summary

Stock Code: 000069 Stock Abbreviation: 华侨城A Announcement No.: 2026-21

I. Important Notices

The annual report summary for this year is derived from the full annual report. In order to comprehensively understand our Company’s operating results, financial position, and future development plans, investors shall carefully read the full annual report in its entirety at the media designated by the CSRC.

All directors have attended the board meeting for deliberating this report.

Non-standard Audit Opinion Notice

□Applicable √Not applicable

Profit distribution proposal for the reporting period or capital reserve-to-share conversion proposal deliberated by the Board of Directors

□Applicable √Not applicable

The Company plans not to distribute cash dividends, not to issue bonus shares, and not to convert capital reserve into share capital.

Preferred stock profit distribution proposal for the reporting period approved by the Board of Directors

□Applicable √Not applicable

II. Basic Information of the Company

  1. Company Profile

  1. Introduction to the Company’s Main Business or Products for the Reporting Period

(I) Culture and Tourism (Wenlü) Business

The Company’s culture and tourism business adheres to “using culture to promote tourism and using tourism to showcase culture,” and innovates with various forms such as “tourism + festivals,” “tourism + performances,” and actively develops diversified business formats including city sightseeing tours, health and wellness (convalescent) tours, and senior citizen tours. The main product forms include: ① theme parks (theme amusement, water park, theme culture, eco-agriculture/roaming farm-style, observation wheel/mid-air wheel, etc.); ② hotels; ③ culture-and-commerce-tourism integrated complexes and park-style commercial streets; ④ natural and cultural/humanistic scenic areas and others; ⑤ travel services, etc.

(II) Real Estate Business

The Company’s real estate business focuses on core cities and core regions. It actively implements the national deployment requirements for building “good housing,” accelerates the establishment of a “good housing” product system with characteristics of 华侨城A, and creates livable products featuring “safe, comfortable, green, and smart” high-quality residences and a deep integration between culture-and-commerce-tourism living. The main product forms include: ① comprehensive communities with diversified business format integration; ② standalone residential communities; ③ office buildings, etc.

  1. Main Accounting Data and Financial Indicators

(1) Main accounting data and financial indicators for the last three years

Does the Company need to make retrospective adjustments or restate prior-year accounting data?

□Yes √No

Unit: yuan

(2) Main accounting data by quarter

Unit: yuan

Whether the above financial indicators or their summed totals have any material differences from the related financial indicators already disclosed in the Company’s quarterly reports and semiannual reports

□Yes √No

  1. Share Capital and Shareholder Information

(1) Number of ordinary shareholders and preferred shareholders with voting rights restored, and the table of shareholding of the top 10 shareholders

Unit: shares

Holding 5% or more shareholders, the top 10 shareholders, and the top 10 unrestricted tradable shareholders’ participation in securities lending and borrowing (融通) business

□Applicable √Not applicable

Changes from the previous period in shareholdings of the top 10 shareholders and the top 10 unrestricted tradable shareholders due to the securities lending/return reasons in the securities lending and borrowing (融通) business

□Applicable √Not applicable

(2) Total number of the Company’s preferred stock shareholders and table of shareholding of the top 10 preferred stock shareholders

□Applicable √Not applicable

The Company has no preferred stock shareholders in the reporting period.

(3) Disclosure of the property rights and control relationship between the Company and the actual controller for fiscal year 2025 in the form of a block diagram

  1. Bond status existing as of the date of approval and issuance of the annual report

√Applicable □Not applicable

(1) Basic information on the bonds

(2) Latest credit rating tracking and rating changes for the corporate bonds of the Company

On May 29, 2025, Lianhe Credit Rating Assessment Co., Ltd. issued the “2025 Credit Rating Tracking Report for Shenzhen Overseas Chinese Town Co., Ltd.” The rating results are as follows: it has determined to maintain Shenzhen Overseas Chinese Town Co., Ltd.’s issuer long-term credit rating at A, and to maintain the credit ratings of “21侨城06” and “24侨城01” at AAA. The rating outlook is stable.

(3) As of the end of the reporting period, the Company’s main accounting data and financial indicators for the most recent two years

Unit: RMB 10,000 yuan

III. Important Matters

For details, see the Company’s full annual report for 2025, Section V “Important Matters,” which describes in detail the important matters that occurred during the reporting period.

Stock Code: 000069 Stock Abbreviation: 华侨城A Announcement No.: 2026-22

Shenzhen Overseas Chinese Town Co., Ltd.

Announcement on the Profit Distribution Proposal for Fiscal Year 2025

All information herein by the Company and all members of the Board of Directors are true, accurate, and complete. There are no false records, misleading statements, or material omissions.

Special Notice:

The Company’s profit distribution proposal for fiscal year 2025: no cash dividends will be distributed, no bonus shares will be issued, and no conversion of capital reserve into share capital will be made.

The Company’s disclosure of the profit distribution proposal does not involve any potential circumstances under Article 9.8.1 of the “Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange” that may result in other risk warnings.

I. Consideration Procedures

Shenzhen Overseas Chinese Town Co., Ltd. (hereinafter referred to as “the Company”) convened the 8th meeting of the 9th session of the Board of Directors on March 27, 2026 and deliberated and approved the “Proposal on the Company’s 2025 Annual Profit Distribution Proposal.” The proposal still needs to be submitted to the Company’s shareholders’ meeting for deliberation.

II. Basic Information of the 2025 Profit Distribution Proposal

Based on the Company’s consolidated net profit attributable to the parent company for the current year audited by Lixin Certified Public Accountants (Special General Partnership), the net profit for the current year attributable to the parent company is -14,496,107,715.32 yuan (unit: RMB), and the parent company’s net profit is -2,263,094,979.24 yuan. In accordance with relevant provisions including the “Regulatory Guiding Opinions No. 3—Cash Dividends of Listed Companies” and the “Articles of Association,” as well as in light of the Company’s actual circumstances, the Company’s profit distribution scheme for fiscal year 2025 is: no cash dividends will be distributed, no bonus shares will be issued, and no conversion of capital reserve into share capital will be made.

III. Specific Details of the Profit Distribution Proposal

(I) The Company does not have any circumstances that may lead to other risk warnings

(II) Legality and reasonableness of the profit distribution proposal

The Company’s 2025 annual profit distribution proposal complies with the relevant provisions in the “Notice on Further Implementing Cash Dividends for Listed Companies” issued by the CSRC, the “Regulatory Guiding Opinions No. 3—Cash Dividends of Listed Companies,” and the “Articles of Association.” It fully considers factors such as the Company’s profit situation in 2025, the macroeconomic environment, the overall industry environment, and the Company’s future capital needs.

IV. Reporting Documents

Resolution of the 8th meeting of the 9th session of the Board of Directors

This announcement is hereby made.

Shenzhen Overseas Chinese Town Co., Ltd.

Board of Directors

March 31, 2026

Stock Code: 000069 Stock Abbreviation: 华侨城A Announcement No.: 2026-15

Shenzhen Overseas Chinese Town Co., Ltd.

Announcement of Resolutions of the 8th Meeting of the 9th Session of the Board of Directors

All information herein by the Company and all members of the Board of Directors are true, accurate, and complete. There are no false records, misleading statements, or material omissions.

The notice for the 8th meeting of the 9th session of the Board of Directors of Shenzhen Overseas Chinese Town Co., Ltd. (hereinafter referred to as “the Company”) was issued on March 16, 2026 (Monday) in writing and via email. The meeting was held on March 27, 2026 (Friday) at 9:30 a.m. in Meeting Room 5317, Overseas Chinese Town Building, Nanshan District, Shenzhen. The number of directors required to attend was 4, and the actual number attending was 4. The meeting was presided over by Director Wu Bingqi, Chairman. Senior management of the Company attended the meeting. The convening of the meeting complies with the relevant provisions of the Company Law and the Articles of Association.

After careful deliberation by the directors attending the meeting, the following resolutions were formed:

I. The “Company’s 2025 Annual Report” was approved

For details, see the “2025 Annual Report Summary” disclosed on the same day; for the full text, see the 巨潮资讯网 (http://www.cninfo.com.cn).

Voting result: 4 in favor, 0 against, 0 abstentions.

This proposal needs to be submitted to the Company’s shareholders’ meeting for deliberation.

II. The “Company’s 2025 Work Report of the Board of Directors” was approved

For the full text, see the 巨潮资讯网 (http://www.cninfo.com.cn).

Voting result: 4 in favor, 0 against, 0 abstentions.

This proposal needs to be submitted to the Company’s shareholders’ meeting for deliberation.

III. The “Company’s 2025 Work Report of Independent Directors” was approved

For the full text, see the 巨潮资讯网 (http://www.cninfo.com.cn).

Voting result: 4 in favor, 0 against, 0 abstentions.

This proposal needs to be reported to the Company’s shareholders’ meeting.

IV. The “Proposal on the Company’s 2025 Annual Profit Distribution Proposal” was approved

(I) Basic information of the 2025 profit distribution proposal

Based on the Company’s consolidated net profit attributable to the parent company for the current year audited by Lixin Certified Public Accountants (Special General Partnership), the net profit for the current year attributable to the parent company is -14,496,107,715.32 yuan (unit: RMB), and the parent company’s net profit is -2,263,094,979.24 yuan. In accordance with relevant provisions including the “Regulatory Guiding Opinions No. 3—Cash Dividends of Listed Companies” and the “Articles of Association,” as well as in light of the Company’s actual circumstances, the Company’s profit distribution scheme for fiscal year 2025 is: no cash dividends will be distributed, no bonus shares will be issued, and no conversion of capital reserve into share capital will be made.

(II) Legality and reasonableness of the profit distribution proposal

The Company’s 2025 annual profit distribution proposal complies with the relevant provisions in the “Notice on Further Implementing Cash Dividends for Listed Companies” issued by the CSRC, the “Regulatory Guiding Opinions No. 3—Cash Dividends of Listed Companies,” and the “Articles of Association.” It fully considers factors such as the Company’s profit situation in 2025, the macroeconomic environment, the overall industry environment, and the Company’s future capital needs.

For details, see the “Announcement on the 2025 Profit Distribution Proposal” disclosed on the same day.

Voting result: 4 in favor, 0 against, 0 abstentions.

This proposal needs to be submitted to the Company’s shareholders’ meeting for deliberation.

V. The “Proposal on the Expected Company’s 2026 Daily Related Party Transactions” was approved

For details, see the “Announcement on the Expected 2026 Daily Related Party Transactions” disclosed on the same day.

This proposal involves related party transactions. The Company’s independent directors convened the first special meeting of the independent directors for 2026 under the 9th session of the Board of Directors to consider the related party transaction matters. It was approved with a voting result of 3 in favor, 0 against, and 0 abstentions, approving the “Proposal on the Expected Company’s 2026 Daily Related Party Transactions,” and agreed to submit the proposal to the Board of Directors for deliberation.

Related Director Wu Bingqi abstained from voting.

Voting result: 3 in favor, 0 against, 0 abstentions.

This proposal needs to be submitted to the Company’s shareholders’ meeting for deliberation.

VI. The “Proposal on the Company and Its Controlling Subsidiaries to Apply for Loans from 华侨城集团有限公司 and Its Subsidiaries for the 2026–2027 Period” was approved

For details, see the “Announcement on the Company and Its Holding/Subsidiaries’ Proposed Application for Loans from 华侨城集团有限公司 and Its Subsidiaries for the 2026–2027 Period” disclosed on the same day.

This proposal involves related party transactions. The Company’s independent directors convened the first special meeting of independent directors for 2026 under the 9th session of the Board of Directors to consider the related party transaction matters. It was approved with a voting result of 3 in favor, 0 against, and 0 abstentions, approving the “Proposal on the Company and Its Holding/Subsidiaries to Apply for Loans from 华侨城集团有限公司 and Its Subsidiaries for the 2026–2027 Period,” and agreed to submit the proposal to the Board of Directors for deliberation.

Related Director Wu Bingqi abstained from voting.

Voting result: 3 in favor, 0 against, 0 abstentions.

This proposal needs to be submitted to the Company’s shareholders’ meeting for deliberation.

VII. The “Proposal on the Company’s Proposed Application for Comprehensive Financing Credit Lines from Banks and Other Financial Institutions for the 2026–2027 Period” was approved

The proposal approves the Company’s proposed application for comprehensive financing credit lines from banks and other financial institutions for the 2026–2027 period, not exceeding RMB 440.0 billion (including financing methods such as bank financing, interbank and exchange-traded financing products, and bonds/asset-backed protection plans, etc.).

Voting result: 4 in favor, 0 against, 0 abstentions.

This proposal needs to be submitted to the Company’s shareholders’ meeting for deliberation.

VIII. The “Proposal on the Company and Its Controlling Subsidiaries’ Proposed Provision of Guarantee Capacity for Financing to Controlled or Participated Companies for the 2026–2027 Period” was approved

For details, see the “Announcement on the Company and Its Controlling Subsidiaries’ Proposed Provision of Financing Guarantee Capacity to Controlled or Participated Companies for the 2026–2027 Period” disclosed on the same day.

Voting result: 4 in favor, 0 against, 0 abstentions.

This proposal needs to be submitted to the Company’s shareholders’ meeting for deliberation.

IX. The “Proposal on the Company and Its Controlling Subsidiaries’ Proposed Provision of Financial Assistance Capacity to Controlled or Participated Companies for the 2026–2027 Period” was approved

For details, see the “Announcement on the Company and Its Controlling Subsidiaries’ Proposed Provision of Financial Assistance Capacity to Controlled or Participated Companies for the 2026–2027 Period” disclosed on the same day.

Voting result: 4 in favor, 0 against, 0 abstentions.

This proposal needs to be submitted to the Company’s shareholders’ meeting for deliberation.

X. The “Proposal on the Company’s 2025 Internal Control Assessment Report” was approved

For details, see the “Company’s 2025 Internal Control Assessment Report” disclosed on the same day.

Voting result: 4 in favor, 0 against, 0 abstentions.

XI. The “Proposal on the <2025 Environmental, Social and Governance (ESG) Report of Shenzhen Overseas Chinese Town Co., Ltd.>” was approved

For details, see the “<2025 Environmental, Social and Governance (ESG) Report of Shenzhen Overseas Chinese Town Co., Ltd.>” disclosed on the same day.

Voting result: 4 in favor, 0 against, 0 abstentions.

XII. The “Proposal on the Company’s 2025 Investment Plan” was approved

Voting result: 4 in favor, 0 against, 0 abstentions.

XIII. The “Proposal on the Company’s 2026 External Donation Plan” was approved

Voting result: 4 in favor, 0 against, 0 abstentions.

XIV. The “Special Assessment Opinion on the Independent Directors’ Self-Examination of Independence” was approved

For details, see the “Special Assessment Opinion on the Independent Directors’ Self-Examination of Independence” disclosed on the same day.

Voting result: 4 in favor, 0 against, 0 abstentions.

XV. The “Report of the Board Audit Committee on Fulfilling Its Oversight Duties toward the Accounting Firm for 2025” was approved

For details, see the “Assessment Report on the Accounting Firm’s Performance for 2025” disclosed on the same day and the “Report on the Accounting Firm’s Performance of Oversight Duties for 2025” disclosed on the same day.

Voting result: 4 in favor, 0 against, 0 abstentions.

The meeting also heard the “Special Explanation on the Company’s 2025 Securities Investments” and the “Summary Report on the Company’s 2025 Annual Audit Work” issued by Lixin Certified Public Accountants.

This announcement is hereby made.

Shenzhen Overseas Chinese Town Co., Ltd.

Board of Directors

March 31, 2026

Stock Code: 000069 Stock Abbreviation: 华侨城A Announcement No.: 2026-16

Shenzhen Overseas Chinese Town Co., Ltd.

Announcement on Expected 2026 Daily Related Party Transactions

All information herein by the Company and all members of the Board of Directors are true, accurate, and complete. There are no false records, misleading statements, or material omissions.

I. Basic Information on Daily Related Party Transactions

(I) Overview of Daily Related Party Transactions

Shenzhen Overseas Chinese Town Co., Ltd. (hereinafter referred to as “the Company”) and related parties such as its controlling shareholder, 华侨城集团有限公司 (hereinafter referred to as “华侨城集团”), and its subsidiaries (collectively referred to as “related parties”) intend to conduct daily related party transactions with the Company in 2026 including purchasing goods, receiving services, providing services, and selling goods, etc. The total expected amount is RMB 15,000.00 million. The actual total amount of daily related party transactions of the same type last year was RMB 3,841.314 million.

On March 27, 2026, the Company convened the 8th meeting of the 9th session of the Board of Directors. Non-related directors approved with 3 votes in favor, 0 against, and 0 abstentions the “Proposal on the Expected Company’s 2026 Daily Related Party Transactions.” Related Director Wu Bingqi abstained from voting. This proposal still needs to be submitted to the Company’s shareholders’ meeting for deliberation.

(II) Categories and amounts of expected daily related party transactions

Note: Since there are a large number of related parties for daily related party transactions occurring between 华侨城集团 and its subsidiaries, it is difficult to disclose all related party information; therefore, for related parties whose expected transaction amount does not reach 0.5% of the Company’s audited net assets of the previous year, they are consolidated and presented based on the same actual controller.

(III) Actual occurrence of daily related party transactions in the previous year

II. Introduction of Related Parties and Related Party Relationships

(I) Basic information

Name of company: 华侨城集团有限公司

Legal representative: Wu Bingqi; Registered capital: RMB 12.0 billion; Main business: export of goods such as textiles and light industrial goods, and import of goods such as one category for self-use within the special economic zones, mechanical equipment, and light industrial goods within the special economic zones approved by the competent authority in the special economic zones (operating in accordance with MOFCOM [92] document No. A19024), conducting compensation trade; investing in tourism and related cultural industries (including performances, entertainment and their services, etc.), industries, real estate, commerce and trade, packaging, decoration, printing; exporting goods for domestic sales and importing goods for domestic sales business; tourism, warehouse leasing, culture and the arts, donating cars to bonded warehouses; conference and exhibition services (for projects involving license management, they may operate only after obtaining the relevant licenses); automobile (including small sedans) sales. Domicile: 华侨城, Nanshan District, Shenzhen, Guangdong Province.

As of September 30, 2025, the Group’s total assets were RMB 1.5B, net assets were RMB 384.13M, operating revenue for Jan–Sep 2025 was RMB 445.22B, and net profit was -RMB 84.34B.

华侨城集团 is the Company’s controlling shareholder and satisfies the related party relationship conditions stipulated in the “Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange.” This related party has the ability to perform, and is not a person subject to dishonest enforcement.

III. Specific Contents of Daily Related Party Transactions for 2026

(I) Sale of goods and provision of services

The Company

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