从标的公司及上市公司资产、收入来看，实属"蛇吞象"收购。 资料显示，德固特是一家高科技节能环保装备制造商，集设计、研发、制造、检验、销售、服务于一体，面向化工、能源、冶金、固废处理等领域，为全 球客户提供清洁燃烧与传热节能解决方案，同时接受专用装备定制。公司主营产品可以分为节能换热装备、粉体及其他环保装备和专用定制装备。 浩鲸科技是一家国际化的软件和信息技术服务商，面向全球电信运营商、云基础设施服务商及政企客户提供数字化和智能化解决方案。经过多年的行业积 累和技术沉淀，标的公司形成了电信软件开发及服务、云和AI软件开发及服务、行业数字化解决方案三大业务线，且海外业务优势显著，后续发展潜力 较大。 据了解，浩鲸科技曾用名为"中兴软创"，曾系新三板挂牌企业，于2017年终止挂牌，后进行了两次上市辅导，辅导机构包括华泰联合证券和中信建投证 券。 10月12日，德固特发布跨界收购进展，目前，除此次交易预案披露的风险因素外，公司尚未发现可能导致公司董事会或者交易对方撤销、中止本次交易方 案或者对本次交易方案发生实质性变更的相关事项，此次交易工作正在有序推进中。 回顾此次收购，德固特拟通过发行股份及支付现金的方式购买浩鲸 ...

Group 1 - The core viewpoint of the news is that 德固特 (Degute) has experienced a decline in stock price and significant changes in financing activities, indicating potential challenges in its financial performance [1][2] - On August 26, 德固特's stock price fell by 1.17%, with a trading volume of 154 million yuan. The financing buy-in amount was 21.81 million yuan, while the financing repayment was 17.14 million yuan, resulting in a net financing buy-in of 4.67 million yuan [1] - As of August 26, the total financing and securities lending balance for 德固特 was 155 million yuan, with the financing balance accounting for 3.47% of the circulating market value, which is above the 90th percentile level over the past year [1] Group 2 - As of August 8, 德固特 had 19,700 shareholders, an increase of 21.68% from the previous period, while the average circulating shares per person decreased by 17.82% to 4,590 shares [2] - For the first quarter of 2025, 德固特 reported an operating income of 125 million yuan, a year-on-year decrease of 31.19%, and a net profit attributable to shareholders of 23.67 million yuan, down 53.24% year-on-year [2] - Since its A-share listing, 德固特 has distributed a total of 87.67 million yuan in dividends, with 67.67 million yuan distributed over the past three years [2]

Group 1 - The core stock price of Degute is reported at 31.01 yuan, down 0.84 yuan or 2.64% from the previous trading day [1] - The stock opened at 31.84 yuan, reached a high of 32.14 yuan, and a low of 30.92 yuan, with a trading volume of 108,400 hands and a transaction amount of 340 million yuan [1] - Degute operates in the specialized equipment sector, focusing on high-tech energy-saving and environmental protection equipment manufacturing, targeting industries such as chemicals, energy, metallurgy, and solid waste treatment [1] Group 2 - In July, Degute announced a plan to acquire 100% equity of Haowei Technology through a combination of share issuance and cash payment [1] - Haowei Technology is an international software and information technology service provider, involved in telecom software development, cloud and AI software development, and industry digital solutions [1] - If the acquisition is completed, Degute's main business will expand from energy-saving and environmental protection equipment manufacturing to software and information technology services [1] Group 3 - On August 14, the net outflow of main funds was 26.62 million yuan, accounting for 0.95% of the circulating market value [1] - Over the past five days, the cumulative net outflow of main funds reached 13.29 million yuan, representing 0.47% of the circulating market value [1]

证券时报记者 梅双 公告显示，本次发行股份购买资产的发行价格为14.35元/股，不低于定价基准日前120个交易日公司股 票交易均价的80%。 德固特表示，本次募集配套资金主要用于支付本次交易的现金对价、支付中介机构费用以及补充流动资 金。募集配套资金具体用途及金额将在重组报告书中予以披露。 另外，截至预案摘要签署日，标的公司的审计、评估工作尚未完成，本次交易标的资产的预估值及作价 尚未确定。 德固特是一家高科技节能环保装备制造商，集设计、研发、制造、检验、销售、服务于一体，面向化 工、能源、冶金、固废处理等领域，为全球客户提供清洁燃烧与传热节能解决方案，同时接受专用装备 定制。上市公司主营产品可以分为节能换热装备、粉体及其他环保装备和专用定制装备。 德固特在公告中介绍，标的公司是一家国际化的软件和信息技术服务商，面向全球电信运营商、云基础 设施服务商及政企客户提供数字化和智能化解决方案。经过多年的行业积累和技术沉淀，标的公司形成 了电信软件开发及服务、云和AI软件开发及服务、行业数字化解决方案三大业务线，且海外业务优势 显著，后续发展潜力较大。 德固特（300950）重大资产重组交易预案出炉。 7月13日晚间 ...

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].

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].

Group 1 - Deguote plans to acquire control of Haowei Technology through a combination of share issuance and cash payment, with the transaction expected to constitute a major asset restructuring [1] - The transaction is still in the planning stage, with preliminary identified counterparties being major shareholders of Haowei Technology, including several limited partnerships [1] - Deguote's stock will be suspended from trading starting June 30, with a transaction proposal expected to be disclosed within 10 trading days [1] Group 2 - Haowei Technology, established in 2003 with a registered capital of 791.62 million yuan, provides digital solutions to global telecom operators, cloud infrastructure service providers, and enterprise clients [2] - The company has launched an innovative "Three-in-One" end-to-end intelligent computing supply solution, currently piloted in the education sector in Shanghai and the Sichuan-Chongqing region [2] - Deguote operates in the high-tech energy-saving and environmental protection equipment manufacturing sector, focusing on clean combustion and heat energy-saving solutions for industries such as chemicals and waste treatment [2] Group 3 - Deguote reported a revenue of 509 million yuan for 2024, a year-on-year increase of 64.21%, and a net profit of 96.71 million yuan, up 150.15% [3] - In Q1 2025, the company experienced a revenue decline of 31.19% year-on-year, with a net profit decrease of 53.24% [3] - The company indicated that its gross margin improvement is attributed to its ongoing international expansion, with overseas market gross margins maintaining around 50% [3]