Fuwei Films Announces Results of Extraordinary General Meeting in September 2022

Rhea-AI Summary

Fuwei Films (Nasdaq: FFHL) held an Extraordinary General Meeting (EGM) on September 24, 2022, with 70.5% of outstanding shares represented. Shareholders approved all proposals except for one regarding adjournment, notably endorsing the Merger Agreement with BaiJiaYun Limited (BJY). This merger involves transactions subject to certain closing conditions. Fuwei Films specializes in high-quality BOPET films used across various industries, including food packaging and electronics.

Positive

• Approval of the Merger Agreement with BJY, indicating shareholder support for growth initiatives.

Negative

• Concerns regarding the oversupply of BOPET films in the market due to rapid industry capacity growth.
• Risks associated with U.S.-China trade tensions affecting operations.
• Uncertainties related to COVID-19's impact on business performance.
• Volatility in raw material prices could affect cost structures and profitability.

BEIJING, Sept. 26, 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 an Extraordinary General Meeting of Shareholders (the "EGM") was held on September 24, 2022, at 10:00 a.m. (Beijing Time) at Fuwei Films (Shandong) Co., Ltd., No. 387 Dongming Road, Weifang, Shandong, China.

Holders of approximately 70.5% of the Company's outstanding shares, as of the record date, August 22, 2022, were present in person or represented by proxy at the EGM and approved all the proposals (other than proposal VI regarding adjournment) as set forth in the Company's proxy statement dated August 22, 2022, including, among others, the authorization and approval of the agreement and plan of merger, dated as of July 18, 2022 (the "Merger Agreement"), by and among the Company and BaiJiaYun Limited ("BJY"), and any and all transactions contemplated by the Merger Agreement and the plan of merger (the "Contemplated Transactions").  Completion of the Contemplated Transactions is subject to the satisfaction or waiver of the closing conditions set forth in Merger Agreement.

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

FAQ

What were the results of the Fuwei Films EGM held on September 24, 2022?

The EGM resulted in the approval of all proposals except for one regarding adjournment, including the Merger Agreement with BJY.

What is the significance of the Merger Agreement for Fuwei Films?

The Merger Agreement aims to enhance Fuwei Films' operational capabilities and market reach, as supported by the approval from shareholders.

How many shares were represented at the Fuwei Films EGM?

Approximately 70.5% of the outstanding shares were present either in person or by proxy at the EGM.

What is Fuwei Films' core business?

Fuwei Films specializes in manufacturing and distributing high-quality BOPET plastic films for various applications.

What risks does Fuwei Films face after the recent EGM?

Post-EGM, Fuwei Films faces risks such as market oversupply, trade tension uncertainties, and raw material price volatility.