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 June
2015
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-___
Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On December 8, 2014, Fuwei Films (Holdings)
Co., Ltd., a company incorporated in the Cayman Islands (the “Company”) received a letter from The Nasdaq Stock Market
("NASDAQ") notifying it of its failure to maintain a minimum closing bid price of $1.00 over the then preceding 30 consecutive
trading days for its ordinary shares as required by NASDAQ Listing Rule 5550(a)(1) (the "Bid Price Rule"). The letter
stated that the Company had until June 8, 2015 to demonstrate compliance by maintaining a minimum closing bid price of at least
$1.00 for a minimum of 10 consecutive trading days.
On June 9, 2015, NASDAQ notified the Company
that while the Company had not regained compliance with the Bid Price Rule, it was eligible for an additional 180-day grace period,
until December 7 2015 (the “Expiration Date”), to regain compliance with the Bid Price Rule. NASDAQ’s determination
was based on the Company having met the continued listing requirement for market value of publicly held shares and all other applicable
requirements for initial listing on the NASDAQ Capital Market, with the exception of the Bid Price Rule, and on the Company’s
written notice to NASDAQ of its intention to cure the deficiency during the second compliance period by effecting a reverse stock
split, if necessary. NASDAQ also informed the Company that if the Company chooses to implement a reverse stock split, it must complete
the split no later than ten business days prior to the Expiration Date in order to timely regain compliance.
The letter also disclosed that in the event
the Company does not regain compliance with the Bid Price Rule by the Expiration Date, NASDAQ will provide written notification
that the Company’s ordinary shares will be delisted. At that time, the Company may appeal NASDAQ's determination to delist
its ordinary shares to a NASDAQ Hearings Panel. The Company will monitor the closing bid price of its ordinary shares and will
consider various possible options, and, if necessary, it intends to affect a reverse stock split, to regain compliance by the Expiration
Date.
The Company issued a press release on June
12, 2015, disclosing its receipt of the Nasdaq additional 180-day grace period notice. A copy of the press release is attached
as exhibit 99.1 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 June 12, 2015. |
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/ Zengyong Wang |
|
Name: Zengyong Wang |
|
Title: Chairman, Chief Executive Officer |
Dated: June 12, 2015
Exhibit
991.
Fuwei Films Receives Extension of Compliance
Period from NASDAQ
BEIJING,
June 12, 2015 - 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 received a letter
from the Nasdaq Stock Market ("NASDAQ") on June 9, 2015 stating that while the Company had not regained compliance with
the NASDAQ Listing Rule 5550(a)(1) (the "Bid Price Rule") until June 8, 2015, it was eligible for an additional 180-day
grace period, until December 7, 2015 (the “Expiration Date”), to regain compliance with the Bid Price Rule.
On December 8, 2014, the Company received
a letter from NASDAQ notifying it of its failure to maintain a minimum closing bid price of $1.00 over the then preceding 30 consecutive
trading days for its ordinary shares as required by the Bid Price Rule. The letter stated that the Company had until June 8, 2015
to demonstrate compliance by maintaining a minimum closing bid price of at least $1.00 for a minimum of 10 consecutive trading
days.
NASDAQ’s
determination was based on the Company having met the continued listing requirement for Market Value of Publicly Held Shares (“MVPHS”)
and all other applicable requirements for initial listing on the NASDAQ Capital Market, with the exception of the Bid Price Rule,
and on the Company’s written notice to NASDAQ of its intention to cure the deficiency during the second compliance period
by effecting a reverse stock split, if necessary. If at any time during this additional time period the closing bid price of the
Company’s security is at least $1 per share for a minimum of 10 consecutive business days, NASDAQ will provide written confirmation
of compliance and this matter will be closed. If compliance cannot
be demonstrated by December 7, 2015, Staff will provide written notification that the Company’s ordinary shares will be delisted.
At that time, the Company may appeal NASDAQ's determination to delist its ordinary shares to a NASDAQ Hearings Panel. The Company
will monitor the closing bid price of its ordinary shares and will consider various possible options, and, if necessary, it intends
to effect a reverse stock split, to regain compliance by the Expiration Date.
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 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 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 significant
competition in the BOPET film industry, especially 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 adverse impact 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 main importing countries; fluctuations of RMB exchange rate, the reduce
in demand for the Company’s products or the loss of main customers which may result in the decrease of sales, and negatively
influencing the Company’s financial performance, uncertainty as to the future profitability, uncertainty as to the Company’s
ability to successfully obtain additional funds to meet the working capital needs of the new BOPET production line, uncertainty
as to the Company’s ability to continuously develop new BOPET film products to be produced by the third production line and
keep up with changes in BOPET film technology, risks associated with possible defects and errors in its products including complaints
and claims from clients, uncertainty as to its ability to protect and enforce its intellectual property rights, uncertainty as
to its ability to attract and retain qualified executives and personnel, and uncertainty in acquiring raw materials on time and
on acceptable terms, particularly in light of the volatility in the prices of petroleum products in recent years, instability of
power and energy supply, and the uncertainty regarding the future operation of the Company in connection with the changes in the
labor law in China, the measures taken by the Chinese government to save energy and reduce emissions, and the complaints from nearby
residents and local government about the noise caused by our production as well as the uncertainty of the impact of major shareholder
transfer that have substantial influence over the Company and the Company’s business operation including possible overlap
of our BOPET products, customers and market orientation with an BOPET film manufacturer, which is controlled by the same individual
who has control over the shares of our major shareholder. 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.:
Ms. Vivian Chen
Investor Relations
Grayling
Phone: +1-646-284-9427
Email: vivian.chen@grayling.com
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