BEIJING, Aug. 22,
2022 /PRNewswire/ -- 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") at No. 387 Dongming Road, Weifang, Shandong 261061, People's Republic of China, on Monday, September 19, 2022 at 10:00 a.m. (China Standard Time), for the
purposes of considering and, if thought fit, approving the
transactions contemplated in the Agreement and Plan of Merger (the
"Merger Agreement"), dated July 18,
2022, pursuant to which the shareholders of BaiJiaYun
Limited ("BJY") will exchange all of the issued and outstanding
share capital of BJY for newly issued shares of the Company in a
transaction exempt from the registration requirements under the
Securities Act of 1933 (the "Transaction"). The Transaction, which
was previously announced on July 18,
2022, will upon consummation result in BJY becoming a wholly
owned subsidiary of the Company.
Shareholders of the Company will also be asked to consider and
vote on certain additional Transaction-related proposals at the
EGM, including (i) amendment and restatement of the memorandum
and article of association of the Company, effective immediately
prior to the consummation of the Transaction, and (ii) the change
of the Company's name to "Baijiayun Group Ltd", conditional upon closing of the
Transaction.
Holders of record of ordinary shares of the Company at the close
of business in the Cayman Islands
on August 22, 2022 are entitled to notice of, and to vote at,
the EGM or any adjournment thereof.
The notice of the EGM, which contains the detailed proposals to
be presented at the EGM, and the proxy statement related to the
EGM, are being filed today with the U.S. Securities and Exchange
Commission ("SEC") and can be obtained without charge from the
SEC's website (http://www.sec.gov). These documents are also
available in the "Investors" section of the Company's corporate
website at fuweiholdings.com/cn/down.aspx.
SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE
SEC WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN VOTING INSTRUCTIONS
AND IMPORTANT INFORMATION ABOUT THE COMPANY, BJY, THE TRANSACTION
AND RELATED MATTERS.
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Transaction described above and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of BJY or the Company, nor shall there be any sale
of any such securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended, or an exemption
therefrom.
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.
Safe Harbor
This press release contains certain "forward-looking
statements." These statements are made under the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of
1995. Statements that are not historical facts, including
statements about the pending Transaction described herein, and the
parties' perspectives and expectations, are forward-looking
statements. Such statements include, but are not limited to,
statements regarding the proposed Transaction, including the equity
values, the benefits of the proposed Transaction, expected revenue
opportunities, anticipated future financial and operating
performance and results, including estimates for growth, the
expected management and governance of the combined company, and the
expected timing of the Transaction. The words "will," "expect,"
"believe," "estimate," "intend," "plan" and similar expressions
indicate forward-looking statements.
Such forward-looking statements are inherently uncertain, and
shareholders and other potential investors must recognize that
actual results may differ materially from the expectations as a
result of a variety of factors. Such forward-looking statements are
based upon management's current expectations and include known and
unknown risks, uncertainties and other factors, many of which are
hard to predict or control, that may cause the actual results,
performance, or plans to differ materially from any future results,
performance or plans expressed or implied by such forward-looking
statements. 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 BJY 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 BJY do business, or on the Company's or BJY'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; risks that the proposed Transaction may not close
due to prohibition by a governmental entity; the occurrence of
any event, change or other circumstances that could give rise to
the termination of the transaction documents; any material adverse
change with respect to the financial position, performance,
operations or prospects of the Company or BJY; changes in
applicable laws and regulations; risks relating to the combined
company's ability to enhance its services and products, execute its
business strategy, expand its customer base and maintain stable
relationship with its business partners; 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.
A further list and description of risks and uncertainties can be
found in the documents that the parties have filed or furnished, or
may file or furnish with the SEC, which you are encouraged to read.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may
vary materially from those indicated or anticipated by such
forward-looking statements. Accordingly, you are cautioned not to
place undue reliance on these forward-looking statements.
Forward-looking statements relate only to the date they were made,
and BJY, the Company and their subsidiaries and affiliates
undertake no obligation to update forward-looking statements to
reflect events or circumstances after the date they were made
except as required by law or applicable regulation.
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SOURCE Fuwei Films
