6-K
Baijiayun Group Ltd (RTCJF)
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 the Month of July 2021
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): ¨
Exhibits Index
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.
Dated: July 28, 2021
| FUWEI FILMS (HOLDING) CO., LTD. | |
|---|---|
| By: | /s/ Lei Yan |
| Name: Lei Yan | |
| Title: Chairman, Chief Executive Officer |
Exhibit 99.1
Fuwei Films Announcement to Hold ExtraordinaryGeneral Meeting
BEIJING,July 28, 2021 -- 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 will hold an Extraordinary General Meeting of Shareholders (the “EGM”) on August 26, 2021 at 10:00 a.m. (Beijing Time), at Fuwei Films (Shandong) Co., Ltd., No. 387 Dongming Road, Weifang, Shandong, China, for the purpose of considering and, if thought fit, passing and approving the following matters:
1. the issuance of an aggregate of 111,111,111 ordinary shares of par value of US$0.519008 each of the Company (the “ConsiderationShares”) to the persons (the “Sellers”) whose names are listed in column II of Schedule A to the securities purchase agreement dated 31 March 2021 (as amended) made between the Company, Enesoon New Energy Limited (a company incorporated under the laws of the British Virgin Islands) (“Enesoon”), the Sellers, and 爱能森新能源(深圳) 有限公司 as a key subsidiary of Enesoon, in exchange for all issued shares of Enesoon; and
2. the increase in the authorised share capital of the Company from US$2,595,040 divided into 5,000,000 ordinary shares of US$0.519008 each to US$70,066,080 divided into 135,000,000 ordinary shares of US$0.519008 each in order to cater for the issuance of the Consideration Shares.
Please refer to the notice of the EGM for the full text of the resolutions.
Holders of record of ordinary shares of the Company at the close of business on July 27, 2021 are entitled to receive notice of and attend the EGM or any adjournment or postponement thereof. Holders of record as of August 25, 2021 are welcome to attend the EGM in person. The notice of the EGM and other documents are available on the “Investor Relations” section of the Company’s website at fuweiholdings.com/cn/down.aspx.
Copies of the Notice of the EGM and other documents filed by the Company will be available at the website maintained by the Securities and Exchange Commission (the “SEC”) at www.sec.gov. Copies of such filings can also be obtained, without charge, by directing a request to Fuwei Films (Holdings) Co., Ltd., No. 387 Dongming Road, Weifang Shandong, China 261061.
About Fuwei Films
Fuwei Films conducts its business through its wholly owned subsidiary, Fuwei Films (Shandong) Co., Ltd. (“Fuwei Shandong”). Fuwei Shandong 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 to package food, medicine, cosmetics, tobacco, and alcohol, as well as in the imaging, electronics, and magnetic products industries.
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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, 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 effect of the announcement of the transaction with Enesoon on the ability of the Company to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom the Company or Enesoon do business, or on the Company’s or Enesoon’s operating results and business generally; risks that the transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transaction; the ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the proposed transaction, at all or in a timely manner; and business disruption following the transaction. 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.:
Shiwei Yin
Investor Relations
Grayling
Phone: +1-646-284-9474
Email: shiwei.yin@grayling.com
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Exhibit 99.2
FUWEI FILMS (HOLDINGS) CO., LTD.
(incorporated in the Cayman Islands as an exemptedcompany with limited liability)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Fuwei Films (Holdings) Co., Ltd. (the “Company”) will be held at No. 387 Dongming Road, Weifang, Shandong, China on August 26, 2021 at 10:00 a.m. for the following purposes:
To consider and, if thought fit, to pass the following resolutions, with or without amendments, as ordinary resolutions:
ORDINARY RESOLUTIONS
| 1. | “THAT the issuance of an aggregate of 111,111,111 ordinary shares of par value of US$0.519008 each<br>of the Company (the “Consideration Shares”) to the persons (the “Sellers”) whose names are listed<br>in column II of Schedule A to the securities purchase agreement dated 31 March 2021 (as amended) (the “Securities Purchase Agreement”)<br>made between the Company, Enesoon New Energy Limited (a company incorporated under the laws of the British Virgin Islands) (“Enesoon”),<br>the Sellers, and 爱能森新能源(深圳) 有限公司 as a key subsidiary<br>of Enesoon, in exchange for all issued shares of Enesoon, be and is hereby approved.” |
|---|---|
| 2. | “THAT the authorised share capital of the Company be increased from US$2,595,040 divided into 5,000,000<br>ordinary shares of US$0.519008 each to US$70,066,080 divided into 135,000,000 ordinary shares of US$0.519008 each (the “Increasein Authorised Share Capital”) by the creation of an additional 130,000,000 shares of US$0.519008 each in the capital of the<br>Company which shares shall rank pari passu in all respects with the existing authorised and issued shares in the share capital of the<br>Company.” |
| --- | --- |
| 3. | “THAT the directors of the Company be and are hereby authorised to do all acts and things considered<br>by them to be necessary or desirable in connection with the implementation of the issuance of the Consideration Shares, the Increase in<br>Authorised Share Capital and all the transactions as contemplated under the Securities Purchase Agreement, and to sign and deliver any<br>and all other instruments, certificates, notices or documents whatsoever and generally do all such things as he/she may think necessary<br>or desirable in order to amend or give effect to the foregoing.” |
| --- | --- |
By Order of the Board
Fuwei Films (Holdings) Co., Ltd.
Lei Yan
Chairman
July 28, 2021
Notes:
| 1. | A form of proxy to be used for the Meeting is enclosed. It shall be<br>by signed by the appointor or his attorney duly authorized in writing or, if the appointor is a company,<br>either under the company's seal or under the hand of an officer or attorney duly authorized. |
|---|
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| 2. | A member entitled to attend and vote at the EGM is entitled to appoint one, and if such member is the<br>holder of two or more shares, more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company, but<br>must attend the EGM in person to represent him. |
|---|---|
| 3. | The instrument appointing a proxy (and any power of attorney or other authority under which it is signed,<br>or a certified copy of such authority) shall be deposited at Company’s share registrars’ office, at the offices of Fuwei Films<br>(Shandong) Co., Ltd., No. 387 Dongming Road, Weifang, Shandong, China, or by telecopier transmission to such office not less than 48 hours<br>before the time for holding the meeting. |
| --- | --- |
| 4. | Completion and return of an instrument appointing a proxy shall not preclude a member from attending and<br>voting in person at the meeting and in such event, the form appointing a proxy shall be deemed to be revoked. |
| --- | --- |
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Exhibit 99.3
FUWEI FILMS (HOLDINGS) CO. LTD.
PROXY FOR EXTRAORDINARY GENERAL MEETING
TO BE HELD ON AUGEST 26, 2021
The undersigned shareholder of Fuwei Films (Holdings) Co. Ltd., a Cayman Islands corporation (the “Company”), being the registered holder of _____________ shares in the Company, hereby acknowledges receipt of the Notice of Extraordinary General Meeting of Shareholders and hereby appoints the chairman of the meeting or failing him, Yong Jiang as my/our proxy and attorney-in-fact, with full power to each of substitution and revocation, on behalf and in the name of the undersigned, to represent the undersigned at the Extraordinary General Meeting of Shareholders of the Company to be held at 10:00 a.m. (Beijing Time), at Fuwei Films (Shandong) Co., Ltd., No. 387 Dongming Road, Weifang, Shandong, China on August 26, 2021, or at any adjournment thereof, and to vote, as designated below, all shares of ordinary shares of the Company which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below and hereby revokes any proxy or proxies heretofore given.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOUVOTE “FOR” EACH PROPOSAL.
Ordinary Resolutions
1. THAT the issuance of an aggregate of 111,111,1111 ordinary shares of par value of US$0.519008 each of the Company (the “Consideration Shares”) to the persons (the “Sellers”) whose names are listed in column II of Schedule A to the securities purchase agreement dated 31 March 2021 (as amended) (the “Securities Purchase Agreement”) made between the Company, Enesoon New Energy Limited (a company incorporated under the laws of the British Virgin Islands) (“Enesoon”), the Sellers, and 爱能森新能源(深圳) 有限公司 as a key subsidiary of Enesoon, in exchange for all issued shares of Enesoon, be and is hereby approved.
| ¨ FOR | ¨ AGAINST | ¨ ABSTAIN |
|---|
2. THAT the authorised share capital of the Company be increased from US$2,595,040 divided into 5,000,000 ordinary shares of US$0.519008 each to US$70,066,080 divided into 135,000,000 ordinary shares of US$0.519008 each (the “Increase in Authorised Share Capital”) by the creation of an additional 130,000,000 shares of US$0.519008 each in the capital of the Company which shares shall rank pari passu in all respects with the existing authorised and issued shares in the share capital of the Company.
| ¨ FOR | ¨ AGAINST | ¨ ABSTAIN |
|---|
3. THATthe directors of the Company be and are hereby authorised to do all acts and things considered by them to be necessary or desirable in connection with the implementation of the issuance of the Consideration Shares, the Increase in Authorised Share Capital and all the transactions as contemplated under the Securities Purchase Agreement, and to sign and deliver any and all other instruments, certificates, notices or documents whatsoever and generally do all such things as he/she may think necessary or desirable in order to amend or give effect to the foregoing.
| ¨ FOR | ¨ AGAINST | ¨ ABSTAIN |
|---|
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTEDAS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED “FOR” EACH PROPOSAL SPECIFICALLY IDENTIFIED ABOVE.
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.
| I PLAN ON ATTENDING THE ANNUAL GENERAL MEETING | Yes ¨ | No ¨ |
|---|---|---|
| Signature of Shareholder | Date: | |
| --- | --- |
NOTES:
| 1. | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, name of<br>each holder should be stated. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy,<br>will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order<br>in which the names stand in the Register of Members of the Company in respect of the relevant joint holding |
|---|---|
| 2. | When signing as executor, administrator, attorney, trustee or guardian, please give full title as such.<br>If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a<br>partnership, please sign in partnership name by authorized person. |
| --- | --- |
| 3. | Any shareholder entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint<br>another person as his proxy to attend and vote instead of him. If any proxy other than the Chairman of the Extraordinary General Meeting<br>is preferred, please strike out the words “THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING or” and insert the name and address<br>of the proxy desired in the space provided. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to attend<br>and vote on his behalf at the Extraordinary General Meeting provided that if more than one proxy is so appointed, the appointment shall<br>specify the number of Shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE EXTRAORDINARY<br>GENERAL MEETING WILL ACT AS YOUR PROXY. |
| --- | --- |
| 4. | To be valid, this form of proxy together with any power of attorney (if any) or other authority (if any)<br>under which it is signed or a certified copy thereof, must be completed, signed and deposited at Company’s share registrars’<br>office, at the offices of Fuwei Films (Shandong) Co., Ltd., No. 387 Dongming Road, Weifang, Shandong, China, or by telecopier transmission<br>to such office not less than 48 hours before the time for holding the meeting (or any adjournment thereof) and in default, this form of<br>proxy shall not be treated as valid. Completion and delivery of this form of proxy will not preclude you from attending the Extraordinary<br>General Meeting (or any adjournment thereof) and voting in person at the Extraordinary General Meeting (or any adjournment thereof) if<br>you so which, but in the event of your attending the Extraordinary General Meeting after having lodged this form of proxy, this form of<br>proxy will be deemed to have been revoked by operation of law. |
| --- | --- |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDOF DIRECTORS OF
FUWEI FILMS (HOLDINGS) CO. LTD.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
August26**, 2021**
The undersigned hereby appoints the chairman of the meeting or failing him, any one of Lei Yan and Yong Jiang as my/our proxy and attorney-in-fact, with full power to each of substitution and revocation, on behalf and in the name of the undersigned, to represent the undersigned at the Extraordinary General Meeting of Shareholders of the Company to be held at 10:00 a.m. (Beijing Time), at Fuwei Films (Shandong) Co., Ltd. located at No. 387 Dongming Road, Weifang, Shandong, China on August 26, 2021, or at any adjournment thereof, with all powers the undersigned would possess if personally present. In his or her discretion, the Proxy is authorized to vote upon such other business as may properly come before the Annual General Meeting.
(Continued and to be signed on the reverseside.)
Exhibit 99.4
AMENDMENTTOSECURITIES PURCHASE AGREEMENT
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT is made as of July 28, 2021 (this “Amendment”), 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 this Amendment (collectively, the “Sellers”). 爱能森新能源（深圳）有限公司 (the “Key Company Subsidiary”) joins the Amendment as a party. FFHL, the Company and the Sellers are individually referred to herein as a “Party” and collectively, the “Parties.”
Witnesseth**:**
Whereas**,**the Parties entered into that certain Securities Purchase Agreement (the “Agreement”) dated March 31, 2021; and
Whereas**,**the Parties desire to amend the Agreement as set forth in this Amendment.
Now,Therefore**,** in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:
**1.**Amendments to Agreement.
Section 10.2(e) of the Agreement is deleted in its entirety and replaced with the following italicized text:
“by FFHL or the Company, upon written notice tothe other Party, if the Closing has not been consummated by September 30, 2021, provided, however, that the right to terminate this Agreementunder this Section 10.2(e) shall not be available to the Company or FFHL if the Company’s or the Sellers’s (with respect tothe Company’s right of termination) or FFHL’s (with respect to FFHL’s right of termination) failure to fulfil any obligationor other breach under this Agreement has been the primary cause of, primarily resulted in, or materially contributed to the failure ofthe Closing to occur by such date;”
**2.**Governing Law and Arbitration. This Amendment shall be governed by, and construed in accordance with, the State of Delaware, without regard to conflicts of laws principles thereunder.
**3.**Entire Agreement. This Amendment, together with the Agreement, all exhibits and schedules thereto and all other documents and instruments delivered in connection therewith, constitute the entire agreement between the Parties and supersedes any prior understandings, agreements or representations by or between the Parties, written or oral, to the extent they related in any way to the subject matter hereof.
**4.Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.
**5.**Conflicts. In the event of any discrepancy between the provisions of this Amendment and any provision of the Agreement, then the provisions of this Amendment shall control.
[Signature pages to follow.]
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IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed on its behalf by its representative thereunto duly authorized, as of the day and year first above written.
| Enesoon New Energy Limited, |
|---|
| a British Virgin Islands company |
| /s/ Mingli Chen |
| Director |
| Fuwei Films (Holdings) Co., Ltd.,<br><br> <br>a Cayman Islands company |
| /s/ Lei Yan |
| Director |
| Enesoon New Energy (Shenzhen) Co., Ltd |
| /s/ Mingli Chen |
| Director |
Signature Page to the Amendment to Securities Purchase Agreement
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed on its behalf by its representative thereunto duly authorized, as of the day and year first above written.
| SELLERS: | |
|---|---|
| Enesoon Investment Limited, as the Majority Seller | |
| By: | /s/ Mingli Chen |
| Name: | Mingli Chen |
| Title: | Director |
| Chinabox International Limited | |
| By: | /s/ Shaoping Lu |
| Name: | Shaoping Lu |
| Title: | Director |
| Solar Sky Holdings Limited (BVI) | |
| By: | /s/ Mingli Chen |
| Name: | Mingli Chen |
| Title: | Director |
| Pinnacle Green Tech Limited (BVI) | |
| By: | /s/ Tianping Qin |
| Name: | Tianping Qin |
| Title: | Director |
Signature Page to the Amendment to Securities Purchase Agreement
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed on its behalf by its representative thereunto duly authorized, as of the day and year first above written.
| Hong Lin Ltd. (BVI) | |
|---|---|
| By: | /s/ Shulan Zeng |
| Name: | Shulan Zeng |
| Title: | Director |
| Shine Peace Holding Development Limited (BVI) | |
| By: | /s/ Guang Zhao |
| Name: | Guang Zhao |
| Title: | Director |
| Sunrise Worldwide Investment Holdings Limited (BVI) | |
| By: | /s/ Qin Yang |
| Name: | Qin Yang |
| Title: | Director |
| Like Solar Assets Limited (BVI) | |
| By: | /s/ Ke Li |
| Name: | Ke Li |
| Title: | Director |
Signature Page to the Amendment to Securities Purchase Agreement
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed on its behalf by its representative thereunto duly authorized, as of the day and year first above written.
| Forun Technologies, Inc. | |
|---|---|
| By: | /s/ Changhua Qiu |
| Name: | Changhua Qiu |
| Title: | Director |
Signature Page to the Amendment to Securities Purchase Agreement