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]

Core Viewpoint - The acquisition of Haowei Technology by Degute represents a significant "elephant swallowing snake" transaction, with a substantial disparity in revenue and asset size between the two companies [1][2]. Group 1: Acquisition Details - Degute plans to acquire 100% of Haowei Technology through a combination of share issuance and cash payment, making Haowei a wholly-owned subsidiary [1]. - The specific transaction pricing has not been disclosed, but the scale of the acquisition is notable given the financial metrics of both companies [1]. - The transaction involves 14 shareholders of Haowei Technology, with the top three shareholders holding 27.83%, 27.62%, and 13.85% of the shares respectively [2]. Group 2: Financial Comparison - In 2024, Degute's revenue is projected to exceed 500 million yuan, while Haowei Technology's revenue for 2023 and 2024 is reported at 3.861 billion yuan and 3.654 billion yuan respectively, indicating a revenue scale several times larger than Degute's [2][3]. - As of March 31, 2024, Degute's total assets are 1.156 billion yuan with equity of 765 million yuan, whereas Haowei Technology's total assets are 5.617 billion yuan with equity of 2.954 billion yuan [1][2]. Group 3: Business Transition - Following the acquisition, Degute aims to expand its business from energy-saving equipment manufacturing to telecommunications software development, cloud and AI software services, and industry digital solutions, thereby creating a second growth curve [4]. - The company has been transitioning from a "product supplier" to a "system integration service provider," focusing on a full value chain system for clean combustion and efficient heat exchange [5]. Group 4: Historical Context of Haowei Technology - Haowei Technology, previously known as Zhongxing Ruanchuang, was listed on the New Third Board before delisting in 2017 and has undergone multiple rounds of listing guidance since then [1][5]. - The company has received high-level certifications from major cloud service providers, indicating its strong capabilities in cloud management services [2].

Core Viewpoint - The article summarizes significant announcements from various listed companies in the Shanghai and Shenzhen stock markets, highlighting changes in control, major asset acquisitions, and performance forecasts for the first half of 2025. Group 1: Control Changes and Stock Suspension - Yangdian Technology is planning a change in control, leading to a stock suspension starting July 14, 2025, for up to 2 trading days [3] - Yuanli Co. is also planning to acquire control of Fujian Tongsheng New Materials Technology, resulting in a stock suspension starting July 14, 2025, for up to 10 trading days [5] - Kanghua Bio is planning a change in control, with stock suspension starting July 14, 2025, for up to 2 trading days [6] - Fuda Alloy is planning to acquire at least 51% of Guangda Electronics, which constitutes a major asset restructuring but will not change the actual controller [7] Group 2: Performance Forecasts - Limin Co. expects a net profit of 260 million to 280 million yuan for H1 2025, a year-on-year increase of 719.25% to 782.27% due to rising sales and prices [9] - Zijin Mining anticipates a net profit of approximately 23.2 billion yuan for H1 2025, a year-on-year increase of about 54% [10] - Chunqiu Electronics forecasts a net profit of 90 million to 110 million yuan for H1 2025, an increase of 236.05% to 310.72% [11] - Jinqilin expects a net profit of around 106 million yuan for H1 2025, a year-on-year increase of 222.36% [12] - Beihua Co. anticipates a net profit of 98 million to 111 million yuan for H1 2025, a year-on-year increase of 182.72% to 220.23% [14] - Guojin Securities expects a net profit of 1.092 billion to 1.137 billion yuan for H1 2025, a year-on-year increase of 140% to 150% [15] - Jiu Yuan Silver Sea forecasts a net profit of 26.49 million to 32.25 million yuan for H1 2025, a year-on-year increase of 130% to 180% [16] - Lankai Technology expects a net profit of 1.1 billion to 1.2 billion yuan for H1 2025, a year-on-year increase of 85.5% to 102.36% [17] - Changcheng Securities anticipates a net profit of 1.335 billion to 1.407 billion yuan for H1 2025, a year-on-year increase of 85% to 95% [18] - Weilan Lithium Core expects a net profit of 300 million to 360 million yuan for H1 2025, a year-on-year increase of 79.29% to 115.15% [19] - Yinlong Co. forecasts a net profit of 161 million to 181 million yuan for H1 2025, a year-on-year increase of 60% to 80% [21] - Aopumai expects a net profit of approximately 37 million yuan for H1 2025, a year-on-year increase of 53.28% [22] - Bailong Dongfang anticipates a net profit of 350 million to 410 million yuan for H1 2025, a year-on-year increase of 50.21% to 75.97% [23] - Shanghai Electric expects a net profit of 1.754 billion to 2.087 billion yuan for H1 2025, a year-on-year increase of 32.18% to 57.27% [24] - Huazhong Securities expects a net profit of 1.035 billion yuan for H1 2025, a year-on-year increase of 44.94% [25] - Bailong Chuangyuan anticipates a net profit of 171 million yuan for H1 2025, a year-on-year increase of 42.68% [26] - Chengyi Pharmaceutical expects a net profit of 107 million to 119 million yuan for H1 2025, a year-on-year increase of 40% to 55% [27] - Jinhai Biological anticipates a net profit of 127 million to 141 million yuan for H1 2025, a year-on-year increase of 40% to 55% [28] - Kanda New Materials expects a net profit of 50 million to 55 million yuan for H1 2025, turning from loss to profit [29] - China Shenhua expects a net profit of 23.6 billion to 25.6 billion yuan for H1 2025, a year-on-year decrease of 8.6% to 15.7% [30] - ST Songfa anticipates a net profit of 580 million to 700 million yuan for H1 2025, turning from loss to profit [31] - Chengxing Co. expects a net profit of 16 million to 23 million yuan for H1 2025, turning from loss to profit [33] - Ningbo Fubon anticipates a net profit of 8 million to 12 million yuan for H1 2025, turning from loss to profit [34] - ST Yundong expects a loss of 100 million to 150 million yuan for H1 2025, worsening from the previous year [35] - Kairuide expects a loss of 15 million to 22 million yuan for H1 2025, turning from profit to loss [36] Group 3: Shareholding Changes - Defu Technology's shareholders plan to reduce their holdings by up to 4.04% [38] - Jinzhen Co.'s shareholders plan to reduce their holdings by up to 3.04% [39] - Shikong Technology's shareholder plans to reduce their holdings by up to 3% [40] - Qilu Bank's shareholder plans to reduce their holdings by up to 1.1% [41] - Zhongci Electronics' shareholder plans to reduce their holdings by up to 1% [42] - Jiamei Packaging's shareholders plan to reduce their holdings by up to 1% [43] - Saike Xide's shareholder plans to reduce their holdings by up to 1% [44] - Gongda High-tech's general manager plans to reduce their holdings by up to 0.3424% [46] - Qingyuan Co.'s shareholder plans to reduce their holdings by up to 273,800 shares [47] Group 4: Major Contracts - Dashijiang expects to win a procurement project worth 122 million yuan [49] - Robotech signed significant daily operational contracts worth approximately 14.18 million USD [50]

Mergers and Acquisitions - Fuda Alloy is planning to purchase at least 51% of the shares of Guangda Electronics in cash, with the specific acquisition ratio to be further verified and negotiated. After the transaction, Guangda Electronics will become a subsidiary of Fuda Alloy [1] - Yuanli Co. is planning to acquire control of Tongsheng Co. Due to uncertainties regarding the matter, the company's securities have been suspended since July 14, with an expected suspension period of no more than 10 trading days [2] - Degute is planning to acquire 100% of Haowei Technology through a combination of issuing shares and cash payments, with the transaction expected to constitute a major asset restructuring without changing the actual controller of the company. The stock will resume trading on July 14 [3] Earnings Disclosure - Guojin Securities expects a net profit attributable to shareholders of 1.092 billion to 1.137 billion yuan for the first half of 2025, representing a year-on-year increase of 140% to 150%. The net profit after deducting non-recurring gains and losses is expected to be 1.036 billion to 1.081 billion yuan, up 130% to 140% [4] - Weilan Lithium expects a net profit attributable to shareholders of 300 million to 360 million yuan for the first half of 2025, reflecting a year-on-year increase of 79.29% to 115.15% [5] - Lanke Technology anticipates a net profit attributable to shareholders of 1.1 billion to 1.2 billion yuan for the first half of 2025, representing a year-on-year increase of 85.50% to 102.36%. The expected operating revenue is approximately 2.633 billion yuan, up about 58.17% year-on-year [6] - China Shenhua expects a net profit attributable to shareholders of 23.6 billion to 25.6 billion yuan for the first half of 2025, a year-on-year decrease of 13.2% to 20.0%, primarily due to a decline in coal sales volume and average selling prices [7] Shareholding Changes - Qilu Bank announced that Chongqing Huayu plans to reduce its stake by no more than 1.1% of the company's shares, amounting to a maximum of 60.4381 million shares, through block trading within two months from the announcement date [8] - Shikong Technology received a notification from shareholder Zhou Lei, who plans to reduce her holdings by no more than 3% of the company's shares, totaling up to 2.9775 million shares [9][10] - Saike Xide announced that major shareholder Zhang Haiying plans to reduce her stake by no more than 1% of the company's shares, which amounts to a maximum of 1.0614 million shares, through centralized bidding and block trading within three months from the announcement date [11]

Group 1 - The article discusses the recent market performance, indicating that the Shanghai Composite Index has stabilized around 3500 points, driven by policy expectations and potential government stimulus measures [1][2] - Analysts from Citigroup predict that the upcoming Politburo meeting will not revise the budget or increase government bond quotas, but will focus on implementing existing policies to support consumption and the real estate sector [1][2] - The article highlights that the real estate market has shown signs of recovery, with a potential for further gains in the coming weeks, based on historical trends of policy-driven market movements [3][5] Group 2 - The banking sector is expected to see an increase in dividend yields due to upcoming dividend distributions, which could enhance the attractiveness of bank stocks [7] - The article notes that the insurance sector is adjusting its investment strategies to favor high-dividend assets, which may impact the overall market dynamics [7] - The article mentions that the real estate index has risen by 9.69% since June 23, indicating a positive trend relative to the Shanghai Composite Index [3][5] Group 3 - The article outlines the upcoming key events in the financial calendar, including the Politburo meeting and FOMC meetings, which are expected to influence market sentiment and policy direction [2] - It emphasizes the importance of monitoring economic indicators and policy announcements as they could significantly impact market performance in the second half of the year [2][10] - The article suggests that sectors such as renewable energy, construction materials, and industrial metals are likely to benefit from current market trends and policy support [15][18]

Group 1 - Over 20 A-share listed companies disclosed merger and acquisition progress this week, including companies like Degute, Yuanli Co., and Kanghua Bio [1][2] - Degute announced plans to acquire 100% of Haowei Technology and will resume trading on July 14 [1][2] - Other notable companies involved in M&A activities include Yuanli Co., which is planning to acquire control of Tongsheng Co., and Kanghua Bio, which is undergoing a change in control [2][3] Group 2 - Fuda Alloy intends to purchase at least 51% of TOPCon battery silver paste company Guangda Electronics [2] - China Merchants Energy plans to acquire shares of Antong Holdings for no more than 1.8 billion yuan [2] - Shijia Photon is set to acquire 82.3810% of Fuke Xima's equity, while Qin'an Co. aims to purchase 99% of Yigao Optoelectronics [2][3]

Core Viewpoint - The company, Degute, is planning to acquire 100% of Haowei Cloud Computing Technology Co., Ltd. through a combination of issuing shares and cash payment, which is expected to constitute a significant asset restructuring [1][4]. Group 1: Transaction Details - The acquisition will involve 14 counterparties, including Nanjing Xiruan Enterprise Management Partnership and ZTE Corporation, among others [2]. - The company plans to raise matching funds from no more than 35 qualified specific investors, with the total number of shares issued not exceeding 30% of the company's total share capital post-transaction [4]. - The share issuance price 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 [4]. Group 2: Company Background - Degute is a high-tech energy-saving and environmental protection equipment manufacturer, providing solutions in clean combustion and heat energy saving across various sectors including chemicals, energy, metallurgy, and waste treatment [5]. - Haowei Technology 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]. Group 3: Strategic Implications - The acquisition is expected to diversify Degute's business from energy-saving equipment manufacturing to include telecom software development, cloud and AI software services, and industry digital solutions, thereby creating a second growth curve for the company [5][6]. - The transaction is anticipated to enhance the company's risk resistance and profitability, aligning with the interests of the company and all shareholders [6].