O-Film Independent Directors Find No Irregularities in Related-Party Deals

O-Film disclosed after market close on August 31 the progress of a special review by independent directors, who had engaged an independent third-party agency to examine matters raised in media reports. In early August 2026, media reports questioned whether controlling shareholder Cai Rongjun was using off-balance-sheet companies to strip assets from the listed company, drawing market attention. The independent directors then exercised special powers to appoint an external audit firm for an independent review. The latest announcement said the review found no abnormal circumstances, including unfair related-party pricing, non-operating fund occupation, business commingling, or benefit transfer among the parties involved.

O-Film is a company focused on the optical and optoelectronic sector, with principal businesses covering the design, research, development, production, and sale of optical camera modules, optical lenses, fingerprint recognition modules, machine-vision depth cameras, and products for the driving, body, and cockpit domains as well as smart locks. Around August 6, 2026, media reports questioned whether actual controller Cai Rongjun was transferring benefits to Xinfeiguang Communication Technology Co. , Ltd. and Xinsikao Motor Co. In response, O-Film issued a clarification announcement on August 10 addressing the concerns from multiple angles.

On research and development spending, O-Film said its R&D projects focus on its own business areas, including optical lens modules, camera module packaging, and automotive optical components, and do not involve the core CPO processes that Xinfeiguang specializes in, such as wafer-level glass and high-precision optical coupling. The company's R&D system operates independently, with no shared or interchangeable R&D technology or patents with Xinfeiguang and Xinsikao. In terms of operations and management, O-Film's main production sites are in Nanchang and Hefei, while Xinfeiguang's production base is in Guangming District, Shenzhen, and Xinsikao's main base is in Jiashan County, Jiaxing, Zhejiang. Each company operates independently, and all related-party transactions are strictly priced at market rates.

Regarding its relationship with Xinfeiguang, the announcement said the two companies are fully independent in business model and product lines. O-Film focuses on optical components for consumer electronics, such as cameras, lenses, and fingerprint recognition, while Xinfeiguang specializes in optical modules and active optical cables. Over the past three years, the only related-party transaction with Xinfeiguang was a property lease in 2023 totaling RMB1.2348 million. As for Xinsikao, the announcement said it primarily makes motors and is an upstream supplier to O-Film. Purchases from Xinsikao grew from RMB324 million in 2023 to RMB595 million in 2025. O-Film explained that motors supplied by Xinsikao are typically designated or pre-certified by end customers, requiring O-Film to purchase according to standards, quality, technical specifications, and volumes set by those customers.

After the clarification announcement, O-Film disclosed on August 15 that its independent directors deemed it necessary to launch a third-party independent investigation, both to present more objective, fair, neutral, and credible results to the market and to protect the interests of the company and its investors, particularly small and medium-sized shareholders.

The independent directors engaged Shenzhen Xutai Accounting Firm to conduct a special audit covering the period from January 1, 2023, to June 30, 2026, examining the fairness of related-party transaction pricing with Xinfeiguang and Xinsikao, whether there was non-operating fund occupation without reasonable commercial background, business and personnel independence, independence in the allocation of R&D financial resources, and whether there was any benefit transfer. According to the special assurance report issued by Shenzhen Xutai, the review concluded that no unfair pricing was found in related-party transactions between O-Film and Xinsikao or Xinfeiguang; no non-operating fund occupation without reasonable commercial background was found; no business commingling or cross-appointment, secondment, part-time work, or salary bearing among the three entities was found; and no commingling in the allocation of R&D funds, personnel, or assets was found, nor any abnormal circumstances in which O-Film transferred benefits by providing R&D results, technical materials, or other R&D resources to related parties free of charge or at clearly low prices.