Summary of Key Points
Small and medium investors have filed a real-name report accusing Cai Rongjun, the actual controller of O菲光 (O-Film), of using two off-company entities (New O-Film and New Thinking Motor) to "drain" the listed company's resources. The allegations include three main issues: transfer of profits through related-party transactions, shifting of research and development (R&D) costs, and the unauthorized allocation of operational resources. O菲光 has issued a clarification statement denying all these claims, stating that its business with these off-company entities is independent and there is no profit transfer. However, the market's concern stems from the stark contrast between the listed company's consecutive years of losses and the rapid growth of the off-company entities, which are leveraging the AI trend. The essence of this incident lies in the question of the regulatory boundaries for actual controllers to incubate businesses outside the listed company structure in the A-share market.
I. The Core of the Allegation: Does the Actual Controller Use Off-Company Entities to Exploit the Listed Company?
The whistleblowers have highlighted three main issues:
1. Profits from High-Margin Business Are Retained by the Off-Company Entity: O菲光 manufactures optical module components for New O-Film, with a gross margin of only 5%-8%. However, when New O-Film assembles these components into complete products and sells them, the gross margin rises to 18%-25%, indicating that the actual controller's company is reaping the benefits while the listed company does the bulk of the work for less profit. More suspiciously, the amount of related-party transactions doubled from 594 million in 2025 to 1.156 billion in 2026, without any public third-party pricing assessments, leading to suspicions that pricing decisions are made unilaterally.
2. R&D Costs Are Shifting to the Listed Company: O菲光 has invested over 8 billion yuan in R&D over the past five years and developed core CPO (Optical Module Processing) technologies, which it then provides to New O-Film for free. This means the listed company bears the risk of R&D failures while the actual controller enjoys the high profits and valuation associated with AI optical modules.
3. Secret Allocation of Resources: The two companies share equipment, management, and supply chains, but the cost allocation is opaque. For example, the listed company's production capacity, employees, and channels are effectively being used to support the actual controller's private businesses. Additionally, New Thinking Motor split off its core motor business from O菲light in earlier years, with all R&D costs borne by the listed company; once the technology matured, the high-profit segments were transferred to the off-company entity.
II. O-Films Clarification: Are We Really Unrelated to These Off-Company Entities?
O菲light's response is firm and denies the allegations from three perspectives:
1. Complete Business Independence: O菲light focuses on consumer electronics optics (such as smartphone lenses), serving customers in the mobile and automotive industries, while New O-Film specializes in optical modules for North American data centers, with completely different customer bases. There was only one transaction in 2023 involving the rental of a factory building for 1.23 million yuan; no outsourcing or profit transfers have occurred.
2. Separate R&D Efforts: O菲light's R&D focuses on lens modules and automotive optics, without any involvement with CPO technology. The R&D systems of the three companies are independent, with projects and patents managed internally, and production bases located in different cities (Nanchang, Hefei, Shenzhen, etc.), eliminating any potential for technology sharing.
3. Compliance Is Not an Issue: All related-party transactions have been reviewed and disclosed according to regulations, and the pricing was determined through fair market processes. The auditing firm issued a "clean opinion," indicating no issues were found. O菲light has already requested the withdrawal of the misleading reports and filed a complaint to hold the responsible parties accountable.
III. Why Is the Market in an uproar?
The reason the market is so upset is the significant disparity between the listed company's performance and that of the off-company entities:
- Listed Company O菲light: After being removed from Apple's supply chain in 2020, it has suffered six consecutive years of net losses (totaling nearly 7.9 billion yuan). In 2025, its revenue was 22.1 billion yuan, but net profit was only 41.63 million yuan (with a net profit margin of less than 0.2%). The first quarter of 2026 saw a loss of 247 million yuan, and the上半-year forecast predicts another loss of 360-460 million yuan, indicating ongoing poor performance.
- Off-Company New O-Film: Leveraging the AI trend, New O-Film has a monthly production capacity of 100,000 800G optical modules and 40,000 1.6T optical modules, and has received orders from North American customers, with a target annual output value of 40 billion yuan. The contrast between the listed company's struggles and the off-company entity's success raises suspicions of profit transfer.
IV. The Essence of the Issue: A Longstanding Problem in the A-share Market – Where Are the Regulatory Boundaries for Actual Controllers’ Off-Company Entities?
This incident is not an isolated case but reflects a persistent issue in the A-share market: when an actual controller controls both a listed and an unlisted company with related businesses, how can we ensure fair transactions? For example, the actual controller may move profitable operations to off-company entities, having the listed company undertake less profitable tasks or fund R&D efforts only to transfer the technology later. Without transparent pricing mechanisms and third-party oversight, such practices can easily lead to the exploitation of the listed company.
For O菲light, filing a complaint is just the beginning. The market needs more detailed evidence, such as the basis for related-party transaction pricing, the specific allocation of R&D costs, and the usage records of equipment and personnel. If regulatory authorities investigate, the outcome will not only affect O菲light's stock price but also set a precedent for all actual controllers with off-company entities.
V. What Small Shareholders Really Care About
Small shareholders (with nearly 500,000 investors) are concerned about where the company's funds are going. They wonder why O菲light continues to lose money despite investing billions in R&D each year and why its off-company entities can thrive in the same industry. These questions cannot be resolved by a simple clarification statement. If the allegations are true, shareholders' interests have been violated; if not, O菲light must provide more transparent information to prove that funds are being used appropriately. After all, the company's resources belong to all shareholders, not just the actual controller.
The outcome of this incident depends on whether regulatory authorities intervene and whether sufficient evidence is provided. Regardless of the outcome, it serves as a reminder that the off-company assets of actual controllers must be brought under public scrutiny.
In summary: The controversy around O菲light exposes a long-standing issue in A-share company governance: how to prevent actual controllers from using off-company entities to exploit the listed company's resources. For ordinary investors, evaluating a company should not only focus on its financial performance but also on whether the actual controller has ulterior motives.