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Stock code: 688169 Stock abbreviation: Roborock Announcement No.: 2025-005
Beijing Stone Century Technology Co., Ltd
Announcement on the estimated amount of guarantee for wholly-owned subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Important Content Notes:
Guarantor: Roborock (HK) Limited (hereinafter referred to as "Stone Hong Kong"), a wholly-owned subsidiary of Beijing Stone Century Technology Co., Ltd. (hereinafter referred to as "the Company"), Roborock Technology Co. (hereinafter referred to as "Stone America"), and Roborock Germany GmbH (hereinafter referred to as "Stone Germany").
The amount of the guarantee and the balance of the guarantee actually provided for it: the guarantee amount for the wholly-owned subsidiary Stone Hong Kong, Sun Company Stone USA and Sun Company Stone Germany is expected to be no more than 10 million US dollars, 5 million US dollars and 5 million euros respectively; As of the disclosure date of this announcement, the balance of the guarantee actually provided to the above-mentioned subsidiaries is RMB 0.
Is there a counter-guarantee for this guarantee: No.
Whether the guarantee has been reviewed by the shareholders' meeting: This matter has been deliberated and approved by the second meeting of the third board of directors and the second meeting of the third board of supervisors of the company, and does not need to be submitted to the shareholders' meeting for deliberation.
1. Overview of the guarantee
On January 10, 2025, the company held the second meeting of the third board of directors and the second meeting of the third board of supervisors, and deliberated and approved the "Proposal on Providing Guarantee Amount Estimates for Wholly-owned Subsidiaries". In order to meet the daily operation and business development capital needs of the company's subsidiaries and ensure the smooth development of the company's business, the company is expected to provide guarantees of no more than US$10 million, US$5 million and 5 million euros respectively for its wholly-owned subsidiaries Stone Hong Kong, Sun Company Stone USA and Sun Company Stone Germany. The company's management will handle specific matters within the guarantee amount according to the needs of the actual business situation.
At the same time, the board of directors is requested to authorize the chairman of the board of directors of the company or his authorized representative to sign relevant agreements or documents, and authorize the person in charge of finance to be responsible for the specific organization and implementation. The above guarantee is expected to be valid for 12 months from the date of approval by the Board of Directors. This guarantee does not need to be submitted to the company's shareholders' meeting for deliberation.
2. Basic information of the guarantor
(1) Roborock (HK) Limited
1. Company name: Roborock (HK) Limited
2. Directors: Chang Jing, Wang Xuan
3. Registered capital: USD113,056,485
4. Date of establishment: 2018/7/17
5. ADDRESS: FLAT/RM 1303, 13/F, TAI SANG BANK BUILDING, 130-132 DES
VOEUX ROAD CENTRAL, CENTRAL, HK
6. Business scope: IMPORT AND EXPORT TRADE
7. Shareholding structure: The company holds 100% equity of Stone Hong Kong
8. Credit status: Do not belong to the judgment defaulter
9. Whether there are major contingencies affecting solvency: No
10. FINANCIAL DATA:
September 30, 2024 / December 31, 2023 /
Project January-September 2024 (unaudited) January-December 2023 (audited)
Total)
Total assets 152,628.56 144,029.60
Total liabilities 69,616.68 56,091.56
Net assets 83,011.88 87,938.04
Operating income 246,149.46 284,119.82
Net profit -9,702.12 969.41
After deducting non-recurring gains and losses
Net profit -9,702.12 969.41
(2) Roborock Technology Co. Ltd.
1. Company name: Roborock Technology Co. Ltd.
2. President/Director: Hu Wenjia
3. Registered capital: USD 5,000
4. Date of establishment: 2018/11/13
5. ACCOMMODATION: ROOM 1227, 12TH FLOOR, 1000 N. WEST STREET, WILMINGTON,
6. Business scope: The purpose of the corporation is to engage in any lawful act or
activityforwhichcorporationsmaybeorganizedunder theDelawareGeneralCorporationLaw
7. Equity structure: The company's wholly-owned subsidiary, Stone Hong Kong, holds 100% of the equity of Stone America
8. Credit status: Do not belong to the judgment defaulter
9. Whether there are major contingencies affecting solvency: No
10. FINANCIAL DATA:
September 30, 2024 / December 31, 2023 /
Project January-September 2024 (unaudited) January-December 2023 (audited)
Total)
Total assets 118,083.55 56,472.51
Total liabilities 113,685.51 48,693.22
Net assets 4,398.04 7,779.29
Operating income 109,246.32 125,340.90
Net profit -3,346.49 504.77
After deducting non-recurring gains and losses
Net profit -3,346.49 504.77
(iii) Roborock Germany GmbH
1. Company name: Roborock Germany GmbH
2. CEO/Director: Sun Jia
3. Registered capital: EUR300,000
4. Date of establishment: November 4, 2020
5. Residence: Peter-Müller-Stra? e16/16a, 40468 Düsseldorf
6. Business scope: Objects of the Company is the development, production and sale of
products in the field of cleaning appliances, in particular robot home cleaners, and the
provision of corresponding consulting and services.
7. Shareholding structure: The company's wholly-owned subsidiary, Stone Hong Kong, holds 100% equity of Stone Germany
8. Credit status: Do not belong to the judgment defaulter
9. Whether there are major contingencies affecting solvency: No
10. FINANCIAL DATA:
September 30, 2024 / December 31, 2023 /
Project January-September 2024 (unaudited) January-December 2023 (audited)
Total)
Total assets 74,528.13 33,349.05
Total liabilities 77,117.78 30,344.74
Net assets -2,589.65 3,004.31
Operating income 51,837.69 31,232.75
Net profit -5,530.66 2,685.57
After deducting non-recurring gains and losses
Net profit -5,530.66 2,685.57
3. The main content of the security agreement
As of the disclosure date of this announcement, the relevant agreement of this guarantee has not been signed. The total amount of the above-mentioned plan guarantee is only the guarantee amount to be provided by the company, and the specific guarantee amount, guarantee period and signing time are subject to the actual signed contract. The final actual guarantee amount shall not exceed the guarantee amount granted this time.
4. The reason and necessity of the guarantee
The above-mentioned guarantee items are to meet the production and operation needs of the subsidiary, conform to the company's development plan, and be conducive to the steady development of production and operation. The guarantee objects are all wholly-owned subsidiaries and grandchildren, and the company can grasp its credit status and performance ability in a timely manner, and the overall guarantee risk is controllable.
5. Opinions of the Board of Directors
The estimated guarantee fully considers the capital arrangement and actual demand of the company and its wholly-owned subsidiaries, which is conducive to the steady development of production and operation. The guarantee objects are all wholly-owned subsidiaries and grandchildren, and the guarantee risk is within the control of the company, which is in line with the overall interests of the company, and there is no damage to the interests of the company and shareholders.
6. Opinions of the Board of Supervisors
After review, the board of supervisors believes that the company's guarantee amount for its wholly-owned subsidiaries is expected to meet actual needs and is conducive to the steady development of production and operation. The deliberation procedure of this matter is in accordance with the provisions of relevant laws and regulations, normative documents and the Articles of Association, and there is no behavior that harms the interests of the company and shareholders.
7. The cumulative amount of external guarantee and the amount of overdue guarantee
As of the disclosure date of this announcement, in addition to the guarantee amount provided this time, the total external guarantee of the company and its subsidiaries is 1 million yuan, accounting for 0.01% of the company's latest audited net assets and 0.01% of the company's latest audited total assets. As of the disclosure date of this announcement, the company has no overdue external guarantees or guarantees involving litigation.
The announcement is hereby made.
Board of Directors of Beijing Stone Century Technology Co., Ltd
January 11, 2025
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