Core Viewpoint - The audit opinion from Zhongxinghua Accounting Firm on OFILM Group's acquisition of assets and fundraising indicates that the performance of the target asset, OFILM Microelectronics, has shown volatility, with a significant decline in net profit in 2023 compared to the previous two years, while overseas revenue continues to increase and customer and supplier concentration is in line with industry norms [1][6]. Group 1: Performance Analysis - OFILM Microelectronics reported net profits of 237 million yuan, 279 million yuan, and 36.61 million yuan for 2023 to Q1 2025, while the listed company reported net profits of 769.05 million yuan, 583.82 million yuan, and -589.49 million yuan, indicating a divergence in performance [2]. - The audit confirmed that there are no other entities within the listed company's consolidated financial statements engaged in the same business as the target asset, making OFILM Microelectronics the sole entity for the listed company's fingerprint recognition module and machine vision camera business [2]. Group 2: Procurement and Sales Model - The procurement model of the target asset primarily includes designated procurement, customer-specified suppliers, Buy&Sell, and customer-supplied materials, with designated procurement and Buy&Sell accounting for 85.19%, 85.72%, and 82.80% of total procurement during the reporting period [2]. - In Q1 2025, designated procurement amounted to 241 million yuan, accounting for 47.99%, while Buy&Sell procurement was 175 million yuan, accounting for 34.81%, mainly covering key materials such as ICs and sensors [2]. Group 3: Revenue Recognition and Payment Performance - The audit confirmed the reasonableness of revenue recognition under the Buy&Sell model, stating that the target company bears risks related to material storage, damage, and price fluctuations, and has pricing power over the final products [3]. - The revenue share from the Buy&Sell model was 35.01%, 36.04%, and 44.07% from 2023 to Q1 2025, with the procurement material cost consistently representing 53%-55% of revenue [3]. - The consignment model showed a decrease in revenue share from 21.74% to 12.84%, with a Q1 2025 sales price of 9.63 yuan per unit and a gross margin of 18.02%, outperforming the non-consignment model [3]. Group 4: International Revenue and Concentration - The overseas sales revenue of the target asset increased, accounting for 44.94%, 49.45%, and 57.48% from 2023 to Q1 2025, primarily from ultrasonic and capacitive fingerprint recognition modules [4]. - Customer concentration remained high, with sales to the top five customers exceeding 78% and purchases from the top five suppliers exceeding 58%, consistent with the high concentration in the consumer electronics industry [4]. Group 5: Related Party Transactions and Internal Controls - The audit indicated that over 60% of sales revenue and more than half of procurement amounts were through related party transactions, with pricing determined through market negotiation, showing minimal differences from non-related transactions [5]. - The target company’s borrowing from the listed company and its subsidiaries was primarily for operational purposes, with a borrowing amount of 2.518 billion yuan in 2024 and a recovery of 3.233 billion yuan, with no interest accrued [5].

Core Viewpoint - O-film Technology Co., Ltd. has responded to the Shenzhen Stock Exchange's inquiry regarding its share issuance for asset acquisition and fundraising, detailing the operational performance and business model of its subsidiary O-film Microelectronics (Nanchang) Co., Ltd. [1] Group 1: Performance and Business Model Analysis - O-film Microelectronics specializes in the R&D, production, and sales of sensor modules such as fingerprint recognition and 3D sensing modules, serving as the sole entity for O-film in this business area [2] - The net profit attributable to the parent company for O-film Microelectronics showed fluctuations, with figures of 237 million, 279 million, and 37 million yuan over the reporting periods, while the listed company reported net profits of 77 million, 58 million, and -59 million yuan, indicating performance discrepancies [1][2] Group 2: Procurement and Revenue Recognition - O-film Microelectronics employs four procurement models: self-procurement, customer-specified suppliers, Buy&Sell, and customer-supplied materials, with the specified procurement and Buy&Sell models accounting for 85.19%, 85.72%, and 82.80% of total procurement during the reporting periods [2] - The company justifies the use of the total amount method for revenue recognition under the Buy&Sell model, citing control over raw materials and risk-bearing obligations, aligning with industry practices [2] Group 3: Customer and Supplier Concentration - The sales revenue from the top five customers accounted for 79.40%, 78.30%, and 79.29% of total revenue, while the procurement from the top five suppliers represented 62.45%, 61.47%, and 58.64%, indicating high concentration levels [3] - O-film Microelectronics' international sales revenue has been increasing, reaching 44.94%, 49.45%, and 57.48% over the reporting periods, with higher sales prices and gross margins for overseas products due to their complexity and application in high-end markets [3] Group 4: Consignment Model and Related Transactions - The consignment model accounted for 21.74%, 16.63%, and 12.84% of revenue during the reporting periods, with higher gross margins observed in 2024 and early 2025 due to increased sales of high-end ultrasonic fingerprint recognition modules [4] - The company emphasizes that overlapping transactions between suppliers and customers are commercially reasonable and comply with accounting standards [4] Group 5: Financial Data and Internal Control Measures - O-film Microelectronics' other monetary funds primarily consist of loans and credit guarantees, with significant fluctuations in balances due to financing scale [5] - The company has not made provisions for bad debts on receivables from related parties, citing a 100% collection rate from end customers, consistent with industry practices [5] - Adequate provisions for fixed and intangible asset impairments have been made, and the accounting treatment for deferred tax assets aligns with accounting standards [6]