并募集配套资金（以下简称"本次交易"）。本次交易完成后，浩鲸科技将成为公 司的全资子公司。 证券代码：300950 证券简称：德固特 公告编号：2025-044 青岛德固特节能装备股份有限公司 第五届监事会第九次会议决议公告 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 青岛德固特节能装备股份有限公司（以下简称"公司"或"上市公司"）第五 届监事会第九次会议于 2025 年 7 月 11 日以现场结合通讯表决的方式在公司会议室 召开，会议通知于 2025 年 7 月 8 日以电子邮件、传真的形式向全体监事发出。会 议应到监事 3 人，实到 3 人。会议由监事会主席赵文苑女士主持，会议的召开符合 《中华人民共和国公司法》（以下简称"《公司法》"）和《青岛德固特节能装备 股份有限公司章程》（以下简称"《公司章程》"）的规定。会议逐项审议并以书 面记名表决的方式通过如下决议： 一、审议通过了《关于公司本次发行股份及支付现金购买资产并募集配套资 金暨关联交易符合相关法律法规规定的议案》 公司拟通过发行人民币普通股及支付现金的方式购买 ...

青岛德固特节能装备股份有限公司（以下简称"公司"或"上市公司"）第 五届董事会第九次会议于 2025 年 7 月 11 日以现场结合通讯表决的方式在公司 会议室召开，会议通知于 2025 年 7 月 8 日以电子邮件、传真的形式向全体董事 发出。会议应到董事 9 人，实到 9 人。公司监事和高级管理人员列席了会议。会 议由董事长魏振文先生主持，会议的召开符合《中华人民共和国公司法》（以下 简称"《公司法》"）和《青岛德固特节能装备股份有限公司章程》（以下简称"《公 司章程》"）的规定。会议逐项审议并以书面记名表决的方式通过如下决议： 一、 审议通过了《关于公司本次发行股份及支付现金购买资产并募集配 套资金暨关联交易符合相关法律法规规定的议案》 公司拟通过发行人民币普通股及支付现金的方式购买交易对方持有的浩鲸 云计算科技股份有限公司（以下简称"浩鲸科技"或"标的公司"）100%股份， 并募集配套资金（以下简称"本次交易"）。本次交易完成后，浩鲸科技将成为公 司的全资子公司。 根据《公司法》《中华人民共和国证券法》（以下简称"《证券法》"）、《上市 公司重大资产重组管理办法》（以下简称"《重组管理办法》"）、《上 ...

Group 1 - The core point of the article is that Degute plans to acquire 100% of Haowei Technology through a combination of share issuance and cash payment, marking a significant cross-industry merger [1][2] - After the acquisition, Haowei Technology will become a wholly-owned subsidiary of Degute, which is expected to enhance Degute's core competitiveness and create a second growth curve for the company [4] - The financial comparison shows that in 2024, Degute's revenue is projected to be 509 million yuan, while Haowei Technology's revenue is significantly higher at 3.654 billion yuan, indicating a substantial disparity between the two companies [1][2] Group 2 - Haowei Technology, established in February 2003, is an international software and IT service provider, focusing on digital and intelligent solutions for telecom operators, cloud infrastructure service providers, and government enterprises [2] - The financial data reveals that Haowei Technology's revenue for 2023 and 2024 is expected to be 3.861 billion yuan and 3.654 billion yuan, respectively, with net profits of 202 million yuan and 205 million yuan [2][3] - In the first quarter of this year, Haowei Technology reported a revenue of 334 million yuan but a net loss of 133 million yuan, attributed to the seasonal nature of its industry [3] Group 3 - Degute, located in Jiaozhou, Qingdao, is a high-tech energy-saving and environmental protection equipment manufacturer, aiming to expand its business from energy-saving equipment manufacturing to telecom software development and digital solutions [4] - The acquisition is part of Degute's strategy to transition from a "product supplier" to a "system integration service provider," enhancing its revenue streams and overall market position [4] - On the same day as the acquisition announcement, Degute's controlling shareholder, Wei Zhenwen, signed an agreement to transfer 762,400 shares, representing 5% of the company's total share capital, to Hangzhou Chenqi [5]

Market Overview - The A-share market showed mixed performance on July 14, with the Shanghai Composite Index up by 0.43%, while the Shenzhen Component Index and the ChiNext Index fell by 0.23% and 0.74% respectively [2][3] - The total trading volume for the market reached 987.4 billion CNY, a slight decrease from the previous day, with 2,686 stocks rising and 2,528 stocks falling [3] Sector Performance - The precious metals, banking, and power sectors performed well, while the financial technology sector, including stock trading software and stablecoin concepts, faced declines [3][5] - Notable gains were seen in the humanoid robot concept stocks, with companies like Yushun Robotics and others experiencing significant increases [8][11] Humanoid Robot Sector - The humanoid robot concept stocks surged, with companies like Changrong Co. and Degute achieving daily price limits, indicating strong investor interest [8][9] - Recent commercial developments include the upcoming launch of the Mocha robot by Chery and a procurement order worth 120 million CNY for humanoid robots by Yushun and Zhiyuan [11] Banking Sector - The banking sector continued to show strength, with several banks, including Guiyang Bank and Agricultural Bank of China, reporting gains of over 2% [11][12] - This sector's performance has been a stabilizing factor for the overall market [11] Financial Technology Sector - The financial technology index experienced a downturn, with stocks like Dazhihui and Jinzhen falling by over 9% [14][17] - Multiple regions, including Beijing and Shenzhen, issued risk warnings regarding stablecoins, contributing to the sector's decline [14][18] Cryptocurrency Market - Bitcoin surpassed the 120,000 USD mark, reaching a new historical high, with predictions suggesting it could rise to 200,000 USD by the end of the year [23]

Group 1 - The core viewpoint of the news is that Qingdao Degute Co., Ltd. is making a significant acquisition of Haowei Cloud Computing Technology Co., Ltd. to enhance its capabilities in digital technology and accelerate its transition to new quality productivity [1][2] - The acquisition aligns with national policies promoting the development of new quality productivity and encourages listed companies to pursue mergers and acquisitions for transformation and upgrading [2][4] - The merger is seen as a strategic move to integrate high-end manufacturing with digital technology, creating a powerful synergy that enhances both companies' competitive advantages [3][4] Group 2 - Degute is recognized as a "small giant" in the ultra-high temperature heat exchange sector, with strong global manufacturing capabilities and significant technological barriers [3] - Haowei Technology provides digital transformation solutions based on cloud computing, big data, and artificial intelligence, serving various sectors including telecommunications and government [3] - The collaboration aims to create an integrated solution that combines Degute's high-end energy-saving equipment with Haowei's digital technologies, potentially leading to a new paradigm of "Chinese intelligence + Chinese solutions" in global markets [4]

Core Viewpoint - The company, Degute (300950.SZ), has announced a plan to acquire 100% of Haowei Cloud Computing Technology Co., Ltd. through a combination of issuing shares and cash payments, along with raising matching funds through a private placement of shares [1][2][5]. Group 1: Acquisition Details - The acquisition involves purchasing shares from 14 trading partners, including Nanjing Xiruan and ZTE Corporation [2][3]. - The share issuance price for the acquisition is set at 14.35 yuan per share, which is not less than 80% of the average trading price over the previous 120 trading days [3][4]. - The total number of shares to be issued for the acquisition will be determined by the shareholders' meeting and must be approved by the Shenzhen Stock Exchange and the China Securities Regulatory Commission [3][4]. Group 2: Fundraising and Financial Implications - The company plans to raise matching funds through a private placement to no more than 35 qualified investors, with the total amount not exceeding 100% of the transaction price for the asset acquisition [4][5]. - The funds raised will be used for cash payments related to the transaction, intermediary fees, and to supplement working capital [5]. - The transaction is expected to constitute a major asset restructuring, although the valuation of the target assets has not yet been finalized [5][6]. Group 3: Financial Performance of Haowei Technology - Haowei Technology reported revenues of 386.13 million yuan, 365.42 million yuan, and 33.39 million yuan for the years 2023 to Q1 2025, with net profits of 20.22 million yuan, 20.50 million yuan, and a loss of 13.33 million yuan respectively [6]. - The company has no controlling shareholder or actual controller as of the date of the announcement [6]. Group 4: Company Background - Degute was listed on the Shenzhen Stock Exchange's Growth Enterprise Market on March 3, 2021, with an initial issuance of 25 million shares at a price of 8.41 yuan per share [7]. - The company raised a total of 210.25 million yuan, with a net amount of 175.69 million yuan after deducting issuance costs [7]. - The company has experienced fluctuations in revenue and net profit from 2022 to 2024, with a notable decline in Q1 2025 [8].

青岛德固特节能装备股份有限公司 简式权益变动报告书 住所/通讯地点： 山东省胶州市向阳街******* 一、信息披露义务人依据《中华人民共和国公司法》《中华人民共和国证券 法》《上市公司收购管理办法》《公开发行证券的公司信息披露内容与格式准则 第 15 号——权益变动报告书》等相关的法律、法规编写本报告书。 二、信息披露义务人及其一致行动人签署本报告书已获得必要的授权和批准， 其履行亦不违反信息披露义务人及其一致行动人内部规则中的任何条款，或与之 相冲突。 三、依据《中华人民共和国证券法》《上市公司收购管理办法》的规定，本 报告书已全面披露了信息披露义务人及其一致行动人在青岛德固特节能装备股 份有限公司拥有权益的股份变动情况。 信息披露义务人之一致行动人：青岛德沣投资企业（有限合伙） 住所/通讯地点：山东省青岛市胶州市郑州东路北秧歌城一号办公楼 2 楼 081 权益变动性质： 股份减少（协议转让） 签署日期：二零二五年七月 上市公司名称： 青岛德固特节能装备股份有限公司 股票上市地点： 深圳证券交易所 股票简称： 德固特 股票代码： 300950 信息披露义务人： 魏振文 信息披露义务人及其一致行动人声明 四 ...

Market Overview - On July 11, 2025, A-shares saw collective gains with the Shanghai Composite Index up 0.01%, Shenzhen Component Index up 0.61%, and ChiNext Index up 0.8%. The total trading volume in the Shanghai and Shenzhen markets was approximately 171.21 billion yuan, an increase of about 21.8 billion yuan from the previous trading day [1] - Hong Kong stocks experienced fluctuations with the Hang Seng Index and the National Index both rising over 1% during the day. The Hang Seng Index closed up 0.46% at 24,139.57 points, with a total trading volume of 323.95 billion HKD. For the week, the Hang Seng Index rose 0.93% [1] - In contrast, US stocks closed lower on the same day, with the Dow Jones down 0.63%, Nasdaq down 0.22%, and S&P 500 down 0.33%. The Dow Jones fell 1.02% over the week [1] New Stock Offerings - Shanda Electric Power, with a stock code of 301609, is offering shares at 14.66 yuan each with a price-to-earnings ratio of 19.57. The company focuses on the research and development of intelligent products related to power systems and has leading products in the smart grid sector [3] - Jiyuan Group, with a stock code of 603262, is offering shares at 10.88 yuan each with a price-to-earnings ratio of 25.51. The company specializes in the research and development of dietary nutritional supplements and is the largest global supplier of HMB raw materials [3] Regulatory Updates - The Shanghai Stock Exchange has confirmed that the trading threshold for individual investors in the Sci-Tech Innovation Board remains at 500,000 yuan in assets and two years of investment experience. Investors must sign a risk disclosure statement before investing in newly registered unprofitable tech companies [4] Industry Developments - The Ministry of Industry and Information Technology has announced a plan to promote digital transformation in manufacturing. This includes pilot programs for new technology upgrades and digital transformation for small and medium-sized enterprises. The initiative aims to guide large industrial companies and specialized small and medium enterprises in accelerating their digital upgrades [5]

Core Viewpoint - The company is planning a significant asset restructuring by acquiring 100% of Haowei Cloud Computing Technology Co., Ltd. through a combination of issuing shares and cash payment, which will enhance its core competitiveness and expand its business into digital and intelligent solutions [2][3][6]. Group 1: Transaction Details - The company announced it will issue shares to no more than 35 specific investors to raise funds, with the total number of shares not exceeding 30% of the total share capital post-transaction [3][4]. - The share price for the acquisition is set at 14.35 yuan per share, which is at least 80% of the average trading price over the last 120 trading days [3][5]. - The funds raised will be used for cash payments related to the transaction, intermediary fees, and to supplement working capital [4]. Group 2: Company and Target Overview - The company specializes in high-tech energy-saving and environmental protection equipment manufacturing, serving sectors such as chemicals, energy, metallurgy, and waste treatment [5]. - The target company is an international software and IT service provider, focusing on digital and intelligent solutions for telecom operators, cloud infrastructure service providers, and government enterprises, with significant overseas business advantages [5][6]. Group 3: Strategic Implications - The acquisition is expected to diversify the company's business from energy-saving equipment manufacturing to include telecom software development, cloud and AI software services, and industry digital solutions, creating a second growth curve [6]. - The company anticipates that the transaction will not change the actual controller of the company and will enhance its risk resistance and profitability [6].

Industry News - The national insurance companies have fully implemented a long-cycle assessment mechanism of over three years, with the addition of five-year cycle indicators. The net asset return rate will now include a five-year cycle indicator, with weights of 30%, 50%, and 20% for the current year, three-year, and five-year indicators respectively [1][8] - The adjustment of the national basic medical insurance, maternity insurance, and work-related injury insurance drug catalog, as well as the commercial health insurance innovative drug catalog, has officially started. The new commercial insurance innovative drug catalog focuses on high innovation and significant clinical value drugs that cannot be included in the basic catalog due to exceeding the "basic protection" positioning [2][10] - The China Securities Association has released 28 measures to promote high-quality development in the securities industry, focusing on improving self-regulatory management and enhancing service functions [3][9] - The Shanghai Stock Exchange has published guidelines for the Sci-Tech Innovation Board, allowing 32 existing unprofitable companies to enter the growth layer immediately, with no additional listing thresholds for new unprofitable companies [3][6] Company News - China Shenhua announced a net profit of 23.6 billion to 25.6 billion yuan for the first half of the year, representing a year-on-year decline of 13.2% to 20% [14] - Fuda Alloy plans to acquire at least 51% of the shares of TOPCon battery silver paste company Guangda Electronics [15] - Huaxi Securities expects a year-on-year increase in net profit of 1025% to 1354% for the first half of the year [15] - Zijin Mining anticipates a net profit of approximately 23.2 billion yuan for the first half of the year, a year-on-year increase of 54% [16] - Sanhe Pile expects a year-on-year increase in net profit of 3091% to 3889% for the first half of the year [17] - Limin Co. anticipates a year-on-year increase in net profit of 719.25% to 782.27% for the first half of the year [17] - Lanqi Technology expects a year-on-year increase in net profit of 85.50% to 102.36% for the first half of the year [18] - Aopu Mai expects a net profit of approximately 37 million yuan for the first half of the year, a year-on-year increase of 53.28% [19] - China Jushi anticipates a year-on-year increase in net profit of 71.65% to 76.85% for the first half of the year [19] - Gaode Infrared expects a year-on-year increase in net profit of 735% to 957% for the first half of the year [19] - Degute is planning to acquire 100% of Haowei Technology, with stock resuming trading [19] - Kanghua Bio is planning a change of control, with stock suspended from trading [19] - Dongfang Caifu announced that its subsidiary Hafu Securities has been approved by the Hong Kong Securities and Futures Commission to provide virtual asset trading services [20] - Galaxy Microelectronics plans to invest 310 million yuan to build the first phase of a high-end integrated circuit discrete device industrialization base [20]