BEIJING, March 31, 2021 /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 has entered into a Securities Purchase
Agreement (the "Purchase Agreement") with Enesoon New Energy
Limited ("Enesoon"), a British Virgin
Islands company directly and indirectly holding subsidiaries
in China primarily engaged in
green thermal energy storage businesses, and Enesoon's
shareholders. The Purchase Agreement will result in the issuance by
the Company of 111,111,111 new ordinary shares ("Consideration
Shares") in exchange for all outstanding shares of Enesoon. As a
result of this transaction, the former shareholders of Enesoon will
beneficially own in the aggregate approximately 97.1% of the
Company's outstanding shares.
The closing of the transactions contemplated under the Purchase
Agreement is subject to various closing conditions, including
approval of the issuance of Consideration Shares by the
shareholders of the Company, receipt of NASDAQ approval, receipt by
the Company of a satisfactory fairness opinion or valuation and
other customary conditions.
The Company has also terminated the securities purchase
agreement previously entered into with Gold Glory Blockchain Inc.
("Gold Glory"), a California-headquartered company focused on
blockchain technology applications and digital asset services,
which would have resulted in the issuance by the Company of
9,500,000 new ordinary shares in exchange for all outstanding
shares of Gold Glory. Gold Glory has failed to provide its audited
financial reports within the agreed period. Therefore, the
transaction could not be executed as originally planned and has
thus been terminated.
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 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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SOURCE Fuwei Films (Holdings) Co., Ltd.