UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
Fuwei Films (Holdings) Co., Ltd.
(Name of Issuer)
Ordinary Shares, par value $0.519008
per share
(Title of Class of Securities)
G3704F 10 2
(CUSIP Number)
Miaomiao Yan
Shanghai Meicheng Enterprise Management
Co., Ltd.
No. 1999 Bei Xing Road, San Xing
Town
Chongming District, Shanghai, People’s
Republic of China
(Shanghai Yu Hai Tang Science Park)
86-13176530559
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 23, 2020
(Date of Event Which Requires Filing of
this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1
|
Names of Reporting Persons
Miaomiao Yan
|
2
|
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) x
|
3
|
SEC Use Only
|
4
|
Source of Funds (See Instructions)
AF
|
5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
6
|
Citizenship or Place of Organization
People’s Republic of China
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0
|
8
|
Shared Voting Power
1,728,126 ordinary shares (1)
|
9
|
Sole Dispositive Power
0
|
10
|
Shared Dispositive Power
1,728,126 ordinary shares
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,728,126 ordinary shares
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
13
|
Percent of Class Represented by Amount in Row (11)
52.9% (1)
|
14
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
(1) The percentage is calculated based
on 3,265,837 ordinary shares of the Issuer outstanding as of April 28, 2020, as reported in the Issuer’s annual report
on Form 20-F filed with the Securities and Exchange Commission on April 28, 2020.
1
|
Names of Reporting Persons
Shanghai Meicheng Enterprise Management Co., Ltd.
|
2
|
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) x
|
3
|
SEC Use Only
|
4
|
Source of Funds (See Instructions)
WC
|
5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
6
|
Citizenship or Place of Organization
People’s Republic of China
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0
|
8
|
Shared Voting Power
1,728,126 ordinary shares
|
9
|
Sole Dispositive Power
0
|
10
|
Shared Dispositive Power
1,728,126 ordinary shares
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,728,126 ordinary shares
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
13
|
Percent of Class Represented by Amount in Row (11)
52.9% (1)
|
14
|
Type of Reporting Person (See Instructions)
CO
|
|
|
|
|
(1) The percentage is calculated based
on 3,265,837 ordinary shares of the Issuer outstanding as of April 28, 2020, as reported in the Issuer’s annual report
on Form 20-F filed with the Securities and Exchange Commission on April 28, 2020.
1
|
Names of Reporting Persons
Hongkong Ruishang International Trade Co., Ltd.
|
2
|
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) x
|
3
|
SEC Use Only
|
4
|
Source of Funds (See Instructions)
AF
|
5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
6
|
Citizenship or Place of Organization
Hong Kong
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0
|
8
|
Shared Voting Power
1,728,126 ordinary shares
|
9
|
Sole Dispositive Power
0
|
10
|
Shared Dispositive Power
1,728,126 ordinary shares
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,728,126 ordinary shares
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
13
|
Percent of Class Represented by Amount in Row (11)
52.9% (1)
|
14
|
Type of Reporting Person (See Instructions)
CO
|
|
|
|
|
(1) The percentage is calculated based
on 3,265,837 ordinary shares of the Issuer outstanding as of April 28, 2020, as reported in the Issuer’s annual report
on Form 20-F filed with the Securities and Exchange Commission on April 28, 2020.
1
|
Names of Reporting Persons
Apex Glory Holdings Limited
|
2
|
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) x
|
3
|
SEC Use Only
|
4
|
Source of Funds (See Instructions)
AF
|
5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
6
|
Citizenship or Place of Organization
British Virgin Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0
|
8
|
Shared Voting Power
1,728,126 ordinary shares
|
9
|
Sole Dispositive Power
0
|
10
|
Shared Dispositive Power
1,728,126 ordinary shares
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,728,126 ordinary shares
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
13
|
Percent of Class Represented by Amount in Row (11)
52.9% (1)
|
14
|
Type of Reporting Person (See Instructions)
CO
|
|
|
|
|
(1) The percentage is calculated based
on 3,265,837 ordinary shares of the Issuer outstanding as of April 28, 2020, as reported in the Issuer’s annual report
on Form 20-F filed with the Securities and Exchange Commission on April 28, 2020.
Item 1. Security and Issuer.
This Statement on Schedule
13D (this “Statement”) relates to the ordinary shares, par value $0.519008 per share (the “Ordinary
Shares”), of Fuwei Films (Holdings) Co., Ltd., a company organized under the laws of the Cayman Islands (the “Issuer”),
whose principal executive offices are located at No. 387 Dongming Road, Weifang Shandong 261061, People’s Republic of
China.
The Ordinary Shares
are listed on the Nasdaq Capital Market under the symbol “FFHL.”
Item 2. Identity and Background.
This Statement is being
filed by the following:
(i) Miaomiao
Yan, a citizen of the People’s Republic of China;
(ii) Shanghai
Meicheng Enterprise Management Co., Ltd., a company organized under the laws of the People’s Republic of China (“Meicheng”).
Miaomiao Yan directly holds 70% of all the equity interests in Meicheng;
(iii) Hongkong
Ruishang International Trade Co., Ltd., a company organized under the laws of Hong Kong and a direct wholly-owned subsidiary
of Meicheng (“Ruishang”); and
(iv) Apex Glory
Holdings Limited, a company organized under the laws of British Virgin Islands and a direct wholly-owned subsidiary of Ruishang
and therefore an indirect wholly-owned subsidiary of Meicheng (“Apex”).
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Miaomiao Yan’s
principal occupation is the executive director of Meicheng. The business address of Miaomiao Yan is No. 1999 Bei Xing Road,
San Xing Town, Chongming District, Shanghai, People’s Republic of China (Shanghai Yu Hai Tang Science Park).
Meicheng is 70% owned
by Miaomiao Yan and is principally engaged in the business of enterprise management consultation. The registered address of Meicheng
is No. 1999 Bei Xing Road, San Xing Town, Chongming District, Shanghai, People’s Republic of China (Shanghai Yu Hai
Tang Science Park).
Ruishang is a direct
wholly-owned subsidiary of Meicheng and is principally a holding company. The address of its principal office is Room 1401, 14
Floor, World Commerce Centre, Harbour City, 7-11 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong.
Apex is a direct wholly-owned
subsidiary of Ruishang and therefore an indirect wholly-owned subsidiary of Meicheng. Apex is principally a holding company. The
registered office of Apex is at P.O. Box 957, Offshore Incorporations Center, Road Town, Tortola, British Virgin Islands.
The name, business
address, present principal occupation or employment and citizenship of each of the executive officers and directors of each of
the Reporting Persons (other than Miaomiao Yan) are set forth on Schedule A hereto and are incorporated herein by reference.
During the last five
years, none of the Reporting Persons and, to the best of their knowledge, any of the persons listed on Schedule A hereto
has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
The Reporting Persons
entered into a Joint Filing Agreement on July 6, 2020 (the “Joint Filing Agreement”), pursuant to which
they have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended (the “Act”). A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.1.
Item 3. Source and Amount of Funds or
Other Consideration.
Meicheng entered into
an equity transfer agreement with Shandong Sheng Tong Group Co., Ltd. (the “Seller”) on June 23, 2020, a copy
of the English translation of which is attached hereto as Exhibit 99.2 (the “Equity Transfer Agreement”),
pursuant to which Meicheng acquired 100% of the equity interest in Ruishang from the Seller on June 23, 2020 at the purchase price
of RMB20,000,000.00 (the “Consideration”). The description of the Equity Transfer Agreement contained herein
is qualified in its entirety by reference to Exhibit 99.2, which is incorporated herein by reference.
Meicheng used its working
capital to fund the Consideration.
Item 4. Purpose of Transaction.
The information set
forth in Item 3 is hereby incorporated by reference in this Item 4.
The Reporting Persons
acquired the Ordinary Shares currently beneficially owned by them for investment purposes.
The Reporting Persons
intend to review their investment on a regular basis and, as a result thereof and subject to the terms and conditions of the documents
described in the Statement, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire
additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (ii) to
dispose of all or a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions
or otherwise or (iii) to take any other available course of action, which could involve one or more of the types of transactions
or have one or more of the results described in the next paragraph of this Item 4. Any such acquisition or disposition or other
transaction would be made in compliance with all applicable laws and regulations. Notwithstanding anything contained herein, each
of Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In reaching
any decision as to its course of action (as well as to the specific elements thereof), each of the Reporting Persons currently
expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s
business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available
to the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions,
including the market price of the securities of the Issuer.
The Reporting Person
may engage in communications with one or more shareholders of the Issuer, one or more officers or employees of the Issuer, one
or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer,
including but not limited to its operations, business, results, plans, prospects, ownership structure and management. The Reporting
Person may discuss ideas that, if effected, may result in acquisitions by persons of additional securities of the Issuer, an extraordinary
corporate transaction involving the Issuer (including, but not limited to, a merger or “going private” transaction),
changes in the Issuer’s capitalization and/or changes in the board of directors or management of the Issuer.
Except as set forth
in this Statement or in the transactions or documents described herein, neither the Reporting Persons, nor to the best knowledge
of the Reporting Persons, any person named in Schedule A hereto, has any present plans or proposals that relate to or would
result in:
(a) The acquisition
by any person of additional securities of the Issuer, or the disposition of securities of the Issuer,
(b) An extraordinary
corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries,
(c) A sale or
transfer of a material amount of assets of the Issuer or any of its subsidiaries,
(d) Any change
in the present board or management of the Issuer, including any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the board,
(e) Any material
change in the present capitalization or dividend policy of the Issuer,
(f) Any other
material change in the Issuer’s business or corporate structure,
(g) Changes in
the Issuer’s charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control
of the Issuer by any person,
(h) Causing a
class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities association,
(i) A class of
equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the
Act, or
(j) Any action
similar to any of those enumerated above.
Item 5. Interest in Securities of the
Issuer.
The information contained
on each of the cover pages of this Statement and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby
incorporated herein by reference.
(a) As of the
date hereof, Apex directly holds 1,728,126 Ordinary Shares, representing 52.9% of the Issuer’s outstanding Ordinary Shares.
As of the date hereof,
each of Miaomiao Yan, Meicheng and Ruishang may be deemed to have beneficial ownership of 1,728,126 Ordinary Shares, representing
52.9% of the Issuer’s outstanding Ordinary Shares. Ruishang is the sole shareholder of Apex, Meicheng is the sole shareholder
of Ruishang, and Miaomiao Yan directly holds 70% of all the equity interests in Meicheng and is the executive director of Meicheng.
Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, each of Miaomiao Yan, Meicheng and Ruishang
may be deemed to beneficially own all of the Ordinary Shares directly held by Apex.
The above disclosure
of percentage information was calculated based on 3,265,837 Ordinary Shares outstanding as of April 28, 2020, as reported
in the Issuer’s annual report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2020.
Except as disclosed
in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A
hereto, beneficially owns any Ordinary Shares or has the right to acquire any Ordinary Shares.
(b) The powers
that a Reporting Person has relative to the shares discussed herein may be found in rows 7 through 10 of the Cover Page relating
to such Reporting Person, which is hereby incorporated by reference.
Except as disclosed
in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A
hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares
that they may be deemed to beneficially own.
(c) Except as
disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule
A hereto, has effected any transaction in the Ordinary Shares during the past 60 days.
(d) Except as
disclosed in this Statement, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting
Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
The information set
forth in Items 3 and 4 is hereby incorporated by reference in this Item 6.
Equity Transfer
Agreement
Meicheng entered into
the Equity Transfer Agreement with Seller on June 23, 2020, pursuant to which Meicheng acquired 100% of the equity interest in
Ruishang from the Seller on June 23, 2020 at the purchase price of RMB20,000,000.00.
The foregoing description
of the Equity Transfer Agreement does not purport to be a complete description of the terms thereof and is qualified in its entirety
by reference to the full text of the Equity Transfer Agreement. A copy of the English translation of the Equity Transfer Agreement
is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
Except as described
above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons named
in Schedule A hereto and any other person with respect to any securities of the Issuer, including, but not limited to, transfer
or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit No.
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Description
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99.1
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Joint Filing Agreement, dated July 6, 2020, by and among Miaomiao Yan, Meicheng, Ruishang and Apex
|
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99.2
|
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English translation of Equity Transfer Agreement, dated June 23, 2020, by
and between Meicheng and Shandong Sheng Tong Group Co., Ltd.
|
SIGNATURE
After reasonable inquiry
and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: July 6, 2020
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Miaomiao Yan
|
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|
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By:
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/s/ Miaomiao Yan
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Shanghai Meicheng Enterprise Management Co., Ltd.
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By:
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/s/ Miaomiao Yan
|
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Name:
|
Miaomiao Yan
|
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Title:
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Executive Director
|
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Hongkong Ruishang International Trade Co., Ltd.
|
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By:
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/s/ Lei Yan
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Name:
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Lei Yan
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Title:
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Director
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Apex Glory Holdings Limited
|
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By:
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/s/ Miaomiao Yan
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Name:
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Miaomiao Yan
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Title:
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Authorized Signatory
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SCHEDULE A
Directors and Executive Officers of Meicheng
The names of the directors
and the names and titles of the executive officers of Meicheng and their principal occupations are set forth below. The business
address of Miaomiao Yan is No. 1999 Bei Xing Road, San Xing Town, Chongming District, Shanghai, People’s Republic of
China (Shanghai Yu Hai Tang Science Park). The business address of Lei Yan is No. 6-2-1101 Jin Ji Yue Lu, Changqing District,
Jinan City, People’s Republic of China.
Name
|
|
Position with
Meicheng
|
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Present Principal
Occupation
|
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Citizenship
|
|
Shares
Beneficially
Owned
|
Directors:
|
|
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|
|
|
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Miaomiao Yan
|
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Executive Director
|
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Executive Director of Meicheng
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P.R. China
|
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—
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Executive Officers:
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Lei Yan
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General Manager
|
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General Manager of Meicheng
|
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P.R. China
|
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—
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Directors and Executive Officers of Ruishang
The names of the directors
and the names and titles of the executive officers of Ruishang and their principal occupations are set forth below. The business
address of Lei Yan is No. 6-2-1101 Jin Ji Yue Lu, Changqing District, Jinan City, People’s Republic of China.
Name
|
|
Position with
Ruishang
|
|
Present Principal
Occupation
|
|
Citizenship
|
|
Shares
Beneficially
Owned
|
Directors:
|
|
|
|
|
|
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|
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Lei Yan
|
|
Director
|
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General Manager of Meicheng
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P.R. China
|
|
—
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Executive Officers:
|
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N/A
|
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Directors and Executive Officers of Apex
The names of the directors
and the names and titles of the executive officers of Apex and their principal occupations are set forth below. The business address
of Miaomiao Yan is No. 1999 Bei Xing Road, San Xing Town, Chongming District, Shanghai, People’s Republic of China (Shanghai
Yu Hai Tang Science Park).
Name
|
|
Position with
Apex
|
|
Present Principal
Occupation
|
|
Citizenship
|
|
Shares
Beneficially
Owned
|
Directors:
|
|
|
|
|
|
|
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Miaomiao Yan (1)
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|
Director
|
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Executive Director of Meicheng
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P.R. China
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—
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Executive Officers:
|
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N/A
|
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(1) Miaomiao
Yan has been appointed as the director of Apex, and the register of directors of Apex is being updated. Benjie Dong has resigned
as a director of Apex. Benjie Dong is a citizen of the People’s Republic of China, and his present principal occupation is
the chief financial officer of Shandong Sheng Tong Group Co., Ltd. The business address of Benjie Dong is No. 387 Dongming
Road, Weifang Shandong, People’s Republic of China.