Core Viewpoint - The proposed "elephant swallowing snake" acquisition by Degute (300950.SZ) is likely to be terminated due to the inability to reach an agreement on key terms with the target company, Haowei Cloud Computing Technology Co., Ltd. [2][6] Group 1: Acquisition Details - Degute plans to terminate the acquisition of 100% equity in Haowei Technology and the associated fundraising due to challenges in meeting the demands of all parties involved [2][6] - The revenue difference between Degute and Haowei Technology is over 6 times, and the net asset difference is over 3 times for the year 2024 [3][4] - Degute's current main business is energy-saving and environmental protection equipment manufacturing, while Haowei Technology provides digital and intelligent solutions to global telecom operators and enterprise clients [3][4] Group 2: Strategic Intentions - Degute aims to build a "second growth curve" through this acquisition, seeking strategic synergy and effective integration with Haowei Technology [2][3] - The company has expressed that horizontal integration has been challenging due to market competition and fragmentation, thus it is looking to acquire quality assets that align with national industrial policies and have strong growth prospects [3][4] Group 3: Negotiation Challenges - The termination of the acquisition is attributed to a lack of consensus on the valuation and performance commitments between Degute and Haowei Technology's major shareholders [6][7] - Despite multiple rounds of discussions, key terms such as transaction price and scheme have not been agreed upon, leading to the decision to terminate the deal [6][7] Group 4: Future Outlook - Following the termination of the acquisition, Degute's main business remains stable, although there has been a downward trend in performance since 2025, attributed to revenue recognition and rising management costs [7] - The company maintains an open attitude towards constructing a "second growth curve" despite the current challenges [7]

Core Viewpoint - The company Deguote (300950.SZ) announced the termination of its major asset restructuring plan to acquire 100% equity of Haowei Cloud Computing Technology Co., Ltd. due to the inability to reach a consensus on key commercial terms within the effective time window [1][2] Group 1: Acquisition Details - The acquisition was initiated on June 29, 2025, with plans to pay 70% in shares and 30% in cash, along with raising supporting funds [2] - The strategic rationale for the acquisition was to enhance Deguote's competitive edge in the digitalization field, as the company faced challenges in its core business due to market limitations and increased competition [2] - The acquisition was referred to as a "snake swallowing an elephant" due to the significant size difference between the two companies [3] Group 2: Company Profiles - Deguote, established in 2004, is a high-tech enterprise focused on energy-saving and environmental protection equipment manufacturing, with a revenue of just over 500 million yuan in 2024 [4] - In contrast, Haowei Technology, a software and IT service provider, reported revenues exceeding 3.6 billion yuan, making it approximately seven times larger than Deguote [4] - Haowei Technology has a more international presence, with subsidiaries in 20 countries and recognized as a global benchmark supplier in various sectors by Gartner [4] Group 3: Shareholding Structure - Haowei Technology has a dispersed shareholding structure with no controlling shareholder, comprising 14 shareholders, with the top three holding approximately 69.3% of the shares [5] - The largest shareholders include Nanjing Xiruang Enterprise Management Partnership (27.83%), ZTE Corporation (27.62%), and Nanjing Jiayuteng Enterprise Management Partnership (13.85%) [5] Group 4: Financial Performance - Deguote's financial performance has been declining, with a 9.29% year-on-year decrease in total revenue for the first three quarters of 2025, and a 26.39% drop in net profit [6] - Despite the decline in revenue and profit, the company reported a significant increase of 1447.22% in net cash flow from operating activities [6] - The company has committed not to plan any major asset restructuring for at least one month following the termination announcement [6]

Core Viewpoint - The company, Degute, announced the termination of its major asset restructuring plan to acquire 100% equity of Haowei Cloud Computing Technology Co., Ltd. due to disagreements among key stakeholders regarding core terms such as valuation, performance commitments, and compensation clauses [1][3]. Group 1: Restructuring Termination - Degute received feedback from Haowei Technology indicating significant disagreements among major stakeholders on the core terms of the restructuring, making it difficult to form a satisfactory proposal within the effective time window [3]. - The termination of the transaction requires multiple procedures, including further negotiations, internal review processes, and final approval from Degute's board of directors, introducing uncertainty regarding the timeline [3]. - The company committed not to plan any major asset restructuring for at least one month following the termination announcement [3]. Group 2: Background of the Restructuring - Degute initially disclosed its acquisition intention on June 29 and released a transaction proposal on July 13, aiming to diversify its business into telecommunications software development, cloud and AI software services, and industry digital solutions [4]. - As a high-tech energy-saving and environmental protection equipment manufacturer, Degute faces challenges such as intensified industry competition and limited market space [4]. Group 3: Haowei Technology Overview - Haowei Technology, a major shareholder of which is ZTE Corporation, operates internationally and has no controlling shareholder or actual controller [5]. - The top three shareholders of Haowei Technology hold 27.83%, 27.62%, and 13.85% of the shares, respectively, and the company has a significant overseas presence with multiple business lines [5]. - Financial data indicates that Haowei Technology's net profits for 2023 and 2024 are projected to be 202 million and 205 million, respectively, but it reported a loss of 133 million in Q1 2025 due to seasonal revenue characteristics [5]. Group 4: Impact on Degute's Financials - Following the announcement of the restructuring plan, Degute's stock price rose significantly, reflecting high market expectations for its cross-industry transformation [5]. - As of November 7, Degute's stock price was 32.66 yuan per share, with a total market capitalization of 4.98 billion yuan, and the stock has increased over 104% year-to-date [5]. - Degute's net profits for 2022, 2023, and 2024 were reported as 65.58 million, 38.66 million, and 96.72 million, respectively, with a 26.39% decline in net profit for the first three quarters of 2025 [7].

Core Viewpoint - The company, Degute, announced the termination of its major asset restructuring plan to acquire 100% equity of Haowei Cloud Computing Technology Co., Ltd. due to disagreements among parties regarding core terms such as valuation, performance commitments, and compensation clauses [2][6]. Group 1: Termination of Restructuring - Degute received feedback from Haowei Technology indicating significant disagreements among major shareholders on key restructuring terms, making it difficult to reach a satisfactory agreement within the effective time window [6]. - The termination of the transaction requires multiple procedures, including further negotiations, internal review processes, and final approval from Degute's board, introducing uncertainty regarding the timeline [6]. - Degute committed not to plan any major asset restructuring for at least one month following the termination announcement [6]. Group 2: Background of the Acquisition - The acquisition plan was first disclosed on June 29, with a transaction proposal released on July 13, aiming to diversify Degute's business into telecommunications software development, cloud and AI software development, and industry digital solutions [6]. - Degute, a manufacturer of energy-saving and environmental protection equipment, faces challenges such as intensified industry competition and limited market space [6]. Group 3: Haowei Technology Overview - Haowei Technology, previously known as ZTE Soft Creation, has no controlling shareholder and operates in 20 countries with significant overseas advantages [8]. - The top three shareholders of Haowei Technology hold 27.83%, 27.62%, and 13.85% of the shares, respectively [8]. - Financial projections indicate Haowei Technology's net profits for 2023 and 2024 are expected to be 202 million and 205 million, respectively, but it reported a loss of 133 million in Q1 2025 due to seasonal revenue characteristics [8]. Group 4: Market Reaction and Financial Performance - Following the announcement of the restructuring plan, Degute's stock price rose for three consecutive days, reflecting high market expectations for its cross-industry transformation [8]. - As of November 7, Degute's stock price was 32.66 yuan per share, with a total market capitalization of 4.98 billion yuan, representing a cumulative increase of over 104% this year [8]. - Degute's net profits for 2022, 2023, and 2024 were reported at 65.58 million, 38.66 million, and 96.72 million, respectively, with a 26.39% decline in net profit for the first three quarters of 2025 [9].

Core Viewpoint - The company intends to terminate the major asset restructuring transaction to acquire 100% equity of Haowei Technology due to the inability to reach an agreement on key terms with the transaction parties [1][2]. Group 1: Transaction Details - The company planned to acquire Haowei Technology through a combination of issuing shares and cash payments, along with raising supporting funds [1][2]. - Despite multiple negotiations, the company could not agree on the transaction price and other core terms with the transaction parties [1][2]. - The termination of the transaction will not adversely affect the company's normal business operations or harm the interests of shareholders, particularly minority shareholders [2]. Group 2: Financial Comparison - In 2024, the company's revenue was just over 500 million, while Haowei Technology's revenue exceeded 3.6 billion [3]. - As of March 31 of this year, the company's total assets were 1.156 billion, with equity of 765 million, compared to Haowei Technology's total assets of 5.617 billion and equity of 2.954 billion, indicating a significant disparity between the two companies [3]. Group 3: Company Profiles - The company is a high-tech energy-saving and environmental protection equipment manufacturer, providing solutions in clean combustion and heat energy saving across various sectors [3]. - Haowei Technology is an international software and information technology service provider, offering digital and intelligent solutions to global telecom operators and enterprise clients [3].

Core Viewpoint - The company, Degute, plans to terminate the acquisition of 100% equity in Haowei Technology due to difficulties in reaching an agreement on key terms of the transaction, which was intended to create a second growth curve for the company [2][4][6]. Group 1: Transaction Details - Degute announced the termination of the major asset restructuring transaction, stating that it could not form a satisfactory plan for all parties involved within the effective time window [2][6]. - The transaction was initially planned to be executed through the issuance of shares and cash payment to acquire Haowei Technology, aiming to expand into telecom software development and services, cloud and AI software development, and industry digital solutions [2][10]. - The company has committed not to plan any major asset restructuring for at least one month following the announcement of the termination [7]. Group 2: Stakeholder Information - Haowei Technology has no controlling shareholder or actual controller, with a total of 14 shareholders. The top three shareholders are Nanjing Xiruang Enterprise Management Partnership (27.83%), ZTE Corporation (27.62%), and Nanjing Jiayuteng Enterprise Management Partnership (13.85%) [7][8]. - The major stakeholders have not reached an agreement on the valuation for the restructuring, performance commitments, and compensation terms [4][6]. Group 3: Financial Performance - Degute's net profits for the years 2022 to 2024 are projected to be 65.58 million, 38.66 million, and 96.72 million yuan respectively, with non-recurring net profits of 57.78 million, 33.63 million, and 93.44 million yuan [10]. - Haowei Technology's net profits for 2023, 2024, and the first quarter of 2025 are expected to be 202 million, 205 million, and -133 million yuan respectively, indicating potential volatility in earnings [15]. Group 4: Industry Context - The industry in which Haowei Technology operates shows seasonal revenue characteristics, primarily serving telecommunications, government, and energy sectors, which typically plan their product or service procurement annually, with acceptance of products generally occurring in the second half of the year [17].

Core Viewpoint - The company Deguot plans to terminate the acquisition of 100% equity in Haowei Technology due to the inability to reach an agreement on key terms of the transaction with the counterparties [1][2]. Group 1: Transaction Details - Deguot intended to acquire Haowei Technology through a combination of share issuance and cash payment, aiming to create a second growth curve for the company [1][4]. - The negotiation process has been ongoing, but Deguot and the counterparties have failed to agree on the transaction price and other core terms [2]. - The major shareholders of Haowei Technology include Nanjing Xiruan Enterprise Management Partnership, ZTE Corporation, and Nanjing Jiayuteng Enterprise Management Partnership, holding 27.83%, 27.62%, and 13.85% respectively [3]. Group 2: Financial Performance - Deguot's net profit for the years 2022 to 2024 is projected to be 65.58 million, 38.66 million, and 96.71 million respectively, with non-recurring net profit figures of 57.76 million, 33.63 million, and 93.44 million [4]. - In the first three quarters of 2025, Deguot's net profit decreased by 26.39% to 72.26 million, while the non-recurring net profit fell by 31.86% to 65.24 million [4]. Group 3: Haowei Technology Overview - Haowei Technology is an international software and information technology service provider, focusing on digital transformation solutions based on cloud computing, big data, and artificial intelligence for telecom operators, government, and enterprise clients [5]. - The company has three main business lines: telecom software development and services, cloud and AI software development and services, and industry digital solutions, with significant advantages in overseas business [5]. - Haowei Technology's net profit for 2023, 2024, and the first quarter of 2025 is projected to be 202 million, 205 million, and -13.3 million respectively [6].

Core Viewpoint - Deguot plans to terminate the acquisition of 100% equity in Haowei Technology due to difficulties in reaching an agreement on key terms of the transaction, which was intended to create a second growth curve for the company [2][4][10]. Group 1: Transaction Details - Deguot intended to acquire Haowei Technology through a combination of issuing shares and cash payments, which was expected to constitute a major asset restructuring [4][15]. - The transaction involved multiple parties, including ZTE Corporation, but negotiations on transaction price and core terms have not reached consensus [7][10]. - Deguot announced that it would not pursue major asset restructuring for at least one month following the termination announcement [11]. Group 2: Financial Performance - As of November 7, Deguot's stock price was 32.66 yuan per share, with a total market capitalization of 4.98 billion yuan [4]. - Deguot's net profit for the years 2022 to 2024 was reported as 65.58 million yuan, 38.66 million yuan, and 96.72 million yuan, respectively, indicating a decline in net profit in 2023 [16]. - In the first three quarters of 2025, Deguot's net profit decreased by 26.39% to 72.26 million yuan, with a non-recurring profit decline of 31.86% to 65.24 million yuan [18][19]. Group 3: Haowei Technology Overview - Haowei Technology is an international software and IT service provider, primarily offering digital transformation solutions based on cloud computing, big data, and AI to telecom operators, government, and enterprise clients [20][23]. - The company has three main business lines: telecom software development and services, cloud and AI software development and services, and industry digital solutions, with significant potential for future growth [20][23]. - Haowei Technology's net profit for 2023, 2024, and the first quarter of 2025 was reported as 202 million yuan, 205 million yuan, and -13.3 million yuan, respectively [20].

Group 1 - Deguot plans to terminate the acquisition of 100% equity in Haowei Technology due to difficulties in reaching a consensus on key terms with the transaction parties [2][4][7] - The proposed acquisition aimed to diversify Deguot's business from energy-saving equipment manufacturing to telecom software development, cloud and AI software services, and industry digital solutions [9][12] - As of November 7, Deguot's stock price was 32.66 CNY per share, with a total market capitalization of 4.98 billion CNY [2] Group 2 - Deguot's net profit for the first three quarters of 2025 decreased by 26.39% to 72.26 million CNY, while the net profit excluding non-recurring gains and losses fell by 31.86% to 65.24 million CNY [11][12] - Haowei Technology, which has no controlling shareholder, has three major shareholders: Nanjing Xiru, ZTE Corporation, and Nanjing Jiayuteng, holding 27.83%, 27.62%, and 13.85% respectively [8][9] - Haowei Technology reported net profits of 202 million CNY, 205 million CNY, and -13.3 million CNY for the years 2023, 2024, and the first quarter of 2025 respectively [13]

Core Viewpoint - Degute's planned major asset restructuring is likely to be terminated due to the inability to reach a satisfactory agreement among the parties involved within the effective time window [1][2]. Group 1: Restructuring Announcement - Degute announced the termination of the acquisition of 100% equity in Haowei Cloud Computing Technology Co., Ltd. due to the lack of a finalized substantial agreement among the parties [1]. - The termination of the major asset restructuring will not adversely affect the company's normal business operations [1]. Group 2: Background of the Acquisition - The acquisition was first announced on June 29, with a transaction proposal disclosed on July 13, aiming to purchase Haowei Technology through a combination of share issuance and cash payment [2]. - Haowei Technology provides digital and intelligent solutions to global telecom operators, cloud infrastructure service providers, and enterprise clients, with significant overseas operations in 20 countries [2]. Group 3: Strategic Rationale - Degute aimed to diversify its business from energy-saving equipment manufacturing to software and IT services through this acquisition, which was expected to create a second growth curve and accelerate the transition to new productive forces [2][3]. - The company highlighted that horizontal integration was limited by market space and competition, and that leveraging existing multi-industry experience in the digital field could enhance its competitive advantage [3]. Group 4: Financial Performance - In the first three quarters of the year, Degute reported revenue of 382 million, a year-on-year decrease of 9.29%, and a net profit of 72.26 million, down 26.39% [3]. - The company maintained a gross margin of 40.39%, an increase of 0.62 percentage points year-on-year, attributed to its international strategy [3]. - As of June 30, 2025, Degute had an order backlog of 558 million, an increase of 8.35% year-on-year, with overseas project orders accounting for 41.22% of the total [3].