Core Viewpoint - O-Film Technology plans to acquire a 28.2461% stake in O-Film Microelectronics for 1.791 billion yuan and raise up to 800 million yuan in supporting funds, with the aim of enhancing its capabilities in sensor modules and related technologies [1] Group 1: Acquisition Details - The acquisition price for O-Film Microelectronics is set at 1.791 billion yuan, with an assessed value of 6.34 billion yuan, resulting in a premium of 112.81% [1] - O-Film Microelectronics specializes in the development and production of fingerprint recognition modules and 3D sensing modules, serving as the sole implementation entity for O-Film's related business [1] Group 2: Financial Performance - O-Film Microelectronics reported revenues of 2.856 billion yuan, 3.175 billion yuan, and 732 million yuan for the years 2023, 2024, and the first quarter of 2025, respectively [1] - The net profit attributable to the parent company for the same periods was 237 million yuan, 279 million yuan, and 36.618 million yuan [1] Group 3: Customer and Supplier Concentration - O-Film Microelectronics has a high customer concentration, with the top five customers accounting for 79.40%, 78.30%, and 79.29% of revenue during the reporting periods [2] - O-Film is the largest customer of O-Film Microelectronics, with sales proportions of 66.22%, 73.18%, and 73.47% [2] Group 4: Related Transactions - The company explained that the high customer concentration is reasonable due to the characteristics of the downstream market and the strategic focus on high-end models [2][3] - O-Film Microelectronics sells through the parent company and its subsidiaries to meet customer management needs and improve efficiency [3] Group 5: Fundraising Necessity - The company plans to use the raised funds for the development and industrialization of new ultrasonic fingerprint modules, automotive optical sensing modules, and machine vision optical sensing modules [3] - Previous fundraising efforts in September 2021 raised 3.53 billion yuan, with 2 billion yuan allocated for working capital, and the remaining funds intended for high-pixel optical lens projects [3][4] Group 6: Financial Health - In the first three quarters of 2025, the company reported revenues of 15.816 billion yuan, a year-on-year increase of 9.29%, but incurred a net loss of 68.0486 million yuan compared to a profit of 47.1192 million yuan in the previous year [4]

Core Viewpoint - O-film Technology (002456.SZ) is undergoing a restructuring process involving the issuance of shares to purchase assets and raise supporting funds, with concerns raised by the Shenzhen Stock Exchange regarding the projected gross margin of its core target, O-film Microelectronics, which is expected to rise from 21.87% in 2025 to 24.40% in 2030, despite a declining actual gross margin in recent years [1][2] Group 1 - The projected gross margin for O-film Microelectronics is expected to increase from 21.87% in 2025 to 24.40% in 2030, while the actual gross margins for 2023, 2024, and Q1 2025 are 18.26%, 18.43%, and 16.67% respectively [1] - The Shenzhen Stock Exchange has inquired about the discrepancy between the projected gross margin and the actual performance, particularly in light of industry-wide pricing pressures on high-margin products [1] - O-film Technology attributes the fluctuations in gross margin to short-term factors, including seasonal characteristics affecting the shipment of high-margin ultrasonic modules and strategic pricing decisions in the competitive market for automotive 3D sensing products [1] Group 2 - The core logic behind the anticipated increase in gross margin is a strategic adjustment in product mix, with O-film Microelectronics' ultrasonic fingerprint recognition modules holding over 46% of the global market share and 3D sensing modules rapidly expanding in automotive and robotics sectors [2] - The revenue contribution from these high-margin products is projected to increase from 67.42% in 2025 to 76.34% in 2030, which, combined with economies of scale, is expected to drive overall gross margin growth [2]

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]