Baijiayun Group Ltd 6-K, filed May 27, 2022
Baijiayun Group Ltd (RTCJF)
About this 6-K
Baijiayun Group Ltd filed this 6-K on May 27, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For May 2022
Commission File No. 001-33176
Fuwei Films (Holdings) Co., Ltd.
No. 387 Dongming Road
Weifang Shandong
People’s Republic of China, Postal Code: 261061
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES.)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-¨
On May 27, 2022, Fuwei Films (Holdings) Co., Ltd., a company incorporated in the Cayman Islands (the “Company”) announced that the Company has delivered a notice of termination (the “Termination Notice”), dated as of May 22, 2022, to Enesoon New Energy Limited, a British Virgin Islands company (“Enesoon”), pursuant to which the Company notified Enesoon and the current shareholders of Enesoon (the “Sellers”) that the Company is terminating the Securities Purchase Agreement, dated as of March 31, 2021, as amended on July 31, 2021 (collectively, the “Agreement”), by and among the Company, Enesoon, the Sellers and Enesoon New Energy (Shen Zhen) Co., Ltd., with immediate effect in accordance with the provisions of the Agreement.
A copy of the press release is attached as exhibit 99.1 and incorporated herein by reference.
A copy of the Termination Notice is attached as exhibit 99.2 and incorporated herein by reference.
The information in this Report, including the exhibit, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. It shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Exhibits | |
| 99.1 | Press Release dated May 27, 2022. |
| 99.2 | Notice of Termination of the Securities Purchase Agreement dated May 22, 2022. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Fuwei Films (Holdings) Co., Ltd. | ||
| By: | /s/ Lei Yan | |
| Name: | Lei Yan | |
| Title: | Chairman, Chief Executive Officer | |
Dated: May 27, 2022
Exhibit 99.1
Fuwei Films Announces Termination of
Securities Purchase Agreement
BEIJING, May 27, 2022 -- Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL) ("Fuwei Films" or the "Company"), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced that the Company has delivered a notice of termination (the “Termination Notice”), dated as of May 22, 2022, to Enesoon New Energy Limited, a British Virgin Islands company (“Enesoon”), pursuant to which, the Company notified Enesoon and the current shareholders of Enesoon (the “Sellers”) that the Company is terminating the Securities Purchase Agreement, dated as of March 31, 2021, as amended on July 31, 2021 (collectively, the “Agreement”), by and among the Company, Enesoon, the Sellers and Enesoon New Energy (Shen Zhen) Co., Ltd., with immediate effect in accordance with the provisions of the Agreement.
About Fuwei Films
Fuwei Films conducts its business through its wholly-owned subsidiary, Fuwei Films (Shandong) Co., Ltd. (“Shandong Fuwei”). Shandong Fuwei develops, manufactures and distributes high-quality plastic films using the biaxial oriented stretch technique, otherwise known as BOPET film (biaxially oriented polyethylene terephthalate). Fuwei's BOPET film is widely used for packaging food, medicine, cosmetics, tobacco, and alcohol, as well as in the imaging, electronics, and magnetic products industries.
Safe Harbor
This press release contains information that constitutes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are subject to risks. Risk factors that could contribute to such differences include those matters more fully disclosed in the Company's reports filed with the U.S. Securities and Exchange Commission which, among other things, include the significant oversupply of BOPET films resulting from the rapid growth of the Chinese BOPET industry capacity, changes in the international market and trade barriers, especially the uncertainty of the antidumping investigation and imposition of an anti-dumping duty on imports of the BOPET films originating from the People's Republic of China ("China") conducted by certain countries; uncertainty around coronavirus (COVID-19) outbreak and the effects of government and other measures seeking to contain its spread, potential delisting of our ordinary shares under the Holding Foreign Company Affordable Act if the US Public Company Accounting Oversight Board is unable to inspect our auditors located in China, uncertainty around U.S.-China trade war and its effect on the Company's operation, fluctuations of the RMB exchange rate, and our ability to obtain adequate financing for our planned capital expenditure requirements; uncertainty as to our ability to continuously develop new BOPET film products and keep up with changes in BOPET film technology; risks associated with possible defects and errors in our products; uncertainty as to our ability to protect and enforce our intellectual property rights; uncertainty as to our ability to attract and retain qualified executives and personnel; and uncertainty in acquiring raw materials on time and on acceptable terms, particularly in view of the volatility in the prices of petroleum products in recent years. The forward-looking information provided herein represents the Company's estimates as of the date of the press release, and subsequent events and developments may cause the Company's estimates to change. The Company specifically disclaims any obligation to update the forward-looking information in the future. Therefore, this forward-looking information should not be relied upon as representing the Company's estimates of its future financial performance as of any date subsequent to the date of this press release. Actual results of our operations may differ materially from information contained in the forward-looking statements as a result of the risk factors.
For more information, please contact:
In China:
Ms. Xiaoli Yu
Investor Relations Officer
Phone: +86-133-615-59266
Email: fuweiIR@fuweifilms.com
In the U.S.:
Lucia Domville
Investor Relations
Grayling
Phone: +1-646-824-2856
Email: lucia.domville@grayling.com
Exhibit 99.2
Fuwei Films (Holdings) Co., Ltd.
No. 387 Dongming Road, Weifang
Shangdong Province
People’s Republic of China
May 22, 2022
By Email
Enesoon New Energy Limited
8/F Chinese Academy of Science and Technology Development Incubator Bldg.
High-tech Sougth 1st Road, Nashan District, Shenzen
Guangdong Province
People’s Republic of China
| Re: | Notice of Termination of Securities Purchase Agreement, Entered Into As Of March 31, 2021, as amended by Amendment to Securities Purchase Agreement, Made As Of July 31, 2021 (collectively, the “Agreement”), by and among by and among (i) Fuwei Films (Holdings) Co., Ltd., a Cayman Islands exempted company (“FFHL”); (ii) Enesoon New Energy Limited, a British Virgin Islands company (the “Company”), (iii) the current shareholders of the Company, whose signatures have been included in the signatures to such Amendment (collectively, the “Sellers”), and (iv) 爱能森新能源（深圳）有限公司 |
Dear Sirs,
FFHL hereby notifies the Sellers that FFHL hereby terminates the Agreement with immediate effect in accordance with Section 10.2(e) of the Agreement. Such termination of the Agreement shall have the effects set forth in Section 10.3 of the Agreement.
[Signature page to follow.]
| Very truly yours, | |
| Fuwei Films (Holdings) Co., Ltd., | |
| a Cayman Islands company | |
| /s/ Lei Yan | |
| Director |
| Cc: | Richard I. Anslow, Esq. (by email) Jie (Jeffrey) Sun, Esq. (by email) |
| ACKNOWLEDGED AND AGREED | |
| AS OF THE DATE FIRST WRITTEN ABOVE: | |
| Enesoon New Energy Limited, | |
| a British Virgin Islands company | |
| /s/ Shaoping LU | |
| Director |