Unassociated Document
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 October
30,
2007
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.
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.
If
“Yes”
marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b):
82-___
FUWEI
FILMS (HOLDINGS) CO., LTD.
No.
387 Dongming Road
Weifang
Shandong
People’s
Republic of China, Postal Code: 261061
Dear
Shareholder:
You
are
cordially invited to attend the 2007 Meeting of Shareholders (the “Meeting”) to
be held at New York Marriott East Side, located at 525 Lexington Avenue,
New
York,
New York
on
December 21, 2007 at 9:00 a.m. (New York time). The matters to be acted upon
at
the Meeting are set forth and described in the Notice of the 2007 Meeting of
Shareholders and Proxy Statement which are attached hereto. We request you
to
read all of them carefully.
We
hope
that you will
attend the Meeting. However, if you are not able to attend the Meeting, we
urge
you to sign, date and return the enclosed Proxy Card in the enclosed postage
prepaid envelope (if mailed in the United States). You may, of course, attend
the Meeting and vote in person even if you have signed and returned your Proxy
Card to us.
|
Sincerely,
/s/
Bo Xu
Bo
Xu
Secretary
|
IT
IS IMPORTANT THAT YOU VOTE, SIGN AND RETURN
THE
ACCOMPANYING PROXY CARD AS SOON AS POSSIBLE
FUWEI
FILMS (HOLDINGS) CO., LTD.
No.
387 Dongming Road, Weifang Shandong
People’s
Republic of China, Postal Code: 261061
NOTICE
OF 2007 MEETING OF SHAREHOLDERS
TO
BE HELD ON DECEMBER 21, 2007
To
the
Shareholders of Fuwei Films (Holdings), Co., Ltd.:
NOTICE
IS
HEREBY GIVEN that the 2007 Meeting of Shareholders (the “Meeting”) of Fuwei
Films (Holdings), Co., Ltd. (“Fuwei”
or the “Company”) will be held at New York Marriott East Side, located at 525
Lexington Avenue,
New
York, New York on
December
21, 2007 at 9:00 a.m. (New York time), to consider and act upon the following
matters:
1. |
To
elect directors in accordance with the Articles of Association of
the
Company;
|
2.
|
To
ratify and approve the appointment of Kabani & Company,
Inc. as
the Independent Registered Public Accounting Firm for the Company
for the
fiscal year ending December 31, 2007;
and
|
3. |
To
transact such other business which may properly come before the Meeting
or
any adjournment or postponement
thereof.
|
Information
regarding the matters to be acted upon at the Meeting is contained in the
accompanying Proxy Statement.
The
close
of business on October 30, 2007 has been fixed as the record date for the
determination of Shareholders entitled to receive the notice of and vote at
the
Meeting or any adjournments thereof.
All
shareholders are cordially invited to attend the meeting. Whether or not you
expect to attend, you are respectfully requested by the Board of Directors
to
sign, date and return the enclosed proxy promptly. Shareholders who execute
proxies retain the right to revoke them at any time prior to the voting thereof.
A return envelope which requires no postage if mailed within the United States
is enclosed for your convenience.
|
By
Order of the Board of Directors,
/s/
Bo Xu
Bo
Xu
Secretary
|
November
29, 2007
It
is important that your shares be represented at the Meeting. Each Shareholder
is
urged to sign, date and return the
enclosed proxy card which is being solicited on behalf of the Board of
Directors. An envelope addressed to the Company’s transfer
agent is enclosed for that purpose and needs no postage if mailed in the United
States.
FUWEI
FILMS (HOLDINGS) CO., LTD.
No.
387 Dongming Road, Weifang Shandong
People’s
Republic of China, Postal Code: 261061
PROXY
STATEMENT
ANNUAL
MEETING OF SHAREHOLDERS
This
Proxy Statement (the “Proxy Statement”) is furnished to holders (the
“Shareholders”) of the
ordinary shares of par value of US$0.129752 each (“Shares”) of Fuwei Films
(Holdings) Co., Ltd. (the “Company”) in connection with the solicitation by and
on behalf of its Board of Directors of proxies (“Proxy” or “Proxies”) for use at
the 2007 Meeting of Shareholders (the “Meeting”) to be held on December 21, 2007
at 9:00 a.m. New York time, at New York Marriott East Side, 525 Lexington
Avenue,
New
York, New York,
and at
any adjournment thereof, for the purposes set forth in the accompanying Notice
of 2007 Meeting of Shareholders (the “Notice”). The cost of preparing,
assembling and mailing the Notice, this Proxy Statement and Proxies has been
borne by the Company. The Company will also reimburse brokers who are holders
of
record of the ordinary shares for their expenses in forwarding Proxies and
Proxy
soliciting materials to the beneficial owners of such shares. In addition to
the
use of mails, Proxies may be solicited without extra compensation by directors,
officers and employees of the Company by telephone, telecopy, telegraph or
personal interview. The approximate mailing date of this Proxy Statement is
expected to be December 5, 2007.
Unless
otherwise specified, all proxies, in proper form, received by the time of the
Meeting will be voted for the election of all nominees named herein to serve
as
directors and in favor of each of the proposals set forth in the accompanying
Notice as described below.
A
Proxy
may be revoked by a Shareholder at any time before its exercise by filing with
Bo Xu, the Secretary of the Company, at the address set forth above, an
instrument of revocation or a duly executed proxy bearing a later date, or
by
attendance at the Meeting and electing to vote in person. Attendance at the
Meeting will constitute the revocation of a Proxy. The instrument appointing
a
proxy must be delivered to Bo Xu, the Secretary of the Company, at the address
set forth above not less than forty-eight (48) hours before the time appointed
for holding the Meeting.
The
close
of business on October 30, 2007 has been fixed by the Board of Directors as
the
record date (the “Record Date”) for the determination of Shareholders entitled
to receive notice of and to vote at the Meeting and any adjournment thereof.
The
presence in person or by proxy of not less than 33 1/3% of the votes of the
shares entitled to vote on the resolutions held by at least two shareholders
is
required to constitute a quorum of the meeting for the transaction of business.
Proxies submitted which contain abstentions or broker non-votes will be deemed
present at the Meeting for determining the quorum.
VOTING
SECURITIES
Only
holders of shares of ordinary shares of record at the close of business on
October 30, 2007, are entitled to vote at the Meeting. On the record date,
the
Company had outstanding and entitled to vote 13,062,500 ordinary shares. For
purposes of voting at the Meeting, each Share is entitled to one vote upon
all
matters to be acted upon at the Meeting. Not less than 33 1/3% of the votes
of
the outstanding Shares held by at least two shareholders represented at the
Meeting in person or by proxy (or, in the case of a corporate shareholder,
by
its duly authorized representative) shall constitute a quorum. The
affirmative vote of a simple majority of the shares present and
entitled to vote at the Meeting is required on the election of directors and
the ratification
of the appointment of Kabani
& Company, Inc.,
independent certified public accountants, as our independent registered public
accounting firm. Any
Shares not voted (whether by abstention, broker non-vote or otherwise) in
respect to any matter are not considered as votes cast.
PRINCIPAL
SHAREHOLDERS
The
following table sets forth, as of October 30, 2007, certain information
concerning the beneficial ownership of the Shares by (i) each shareholder known
by the Company to own beneficially five percent or more of the outstanding
Shares; (ii) each director and each nominee for director of the Company; (iii)
each executive officer of the Company; and (iv) all executive officers and
directors of the Company as a group, and their percentage ownership and voting
power.
Name
and Address of Beneficial Owner (1)
|
Shares
Beneficially
Owned
(2)
|
Percent
of Shares
Beneficially
Owned
|
Each
shareholder known by the Company to own
beneficially
five percent or more of the outstanding
Shares:
|
Apex
Glory Holdings Limited
RM
1210, 12/F, New World Tower 1, 16-18 Queen’s Rd Central, Hong Kong
|
6,912,503
(3)
|
53%
|
|
|
|
Easebright
Investments Limited
RM
1210, 12/F, New World Tower 1, 16-18 Queen’s
Rd
Central, Hong Kong
|
1,637,497
(4)
|
12.5%
|
|
|
|
Each
director and each nominee for director
of
the Company:
|
|
|
|
Xiaoan
He
|
0
|
*
|
Cindy
Lu
|
0
|
*
|
Changrong
Ji
|
0
|
*
|
Tee
Chuang Khoo
|
0
|
*
|
Yudong
Huang
|
0
|
*
|
Xiuyong
Zhang
|
0
|
*
|
|
|
|
Each
executive officer of the Company:
|
|
|
Xiaoan
He, Chairman and Chief Executive Officer
|
0
|
*
|
Cindy
Lu, Chief Financial Officer
|
0
|
*
|
Zhibing
Qian, Senior Vice President
|
0
|
*
|
Bo
Xu, Secretary
|
0
|
*
|
Bin
Sun, General Manager
|
0
|
*
|
Xiaoming
Wang, Deputy General Manger (Production)
|
0
|
*
|
Xiuyong
Zhang, Deputy General Manger (Finance)
|
0
|
*
|
All
executive officers and directors of the Company As a group
(ten
persons)
|
0
|
*
|
_________________
*Less
than one percent.
(1)
Unless otherwise indicated, the address of such individual is c/o No.
387
Dongming Road, Weifang Shandong People’s Republic of China, Postal Code:
261061.
(2)
In
computing the number of shares beneficially owned by a person and the percentage
ownership of a person, shares of ordinary shares of the Company subject to
options held by that person that are currently exercisable or exercisable within
60 days are deemed outstanding. Such shares, however, are not deemed outstanding
for purposes of computing the percentage ownership of each other person. Except
as indicated in the footnotes to this table and pursuant to applicable community
property laws, the persons named in the table have sole voting and investment
power with respect to all shares of ordinary shares.
(3)
Apex
Glory Holdings Limited is a wholly-owned subsidiary of Eastfaith Holdings
Limited, a British Virgin Islands corporation. Mr. Jun Yin is the sole
shareholder of Eastfaith Holdings Limited.
(4)
Easebright
Investments Limited is a wholly-owned subsidiary of Goodsuccess Enterprises
Ltd.
Mr. Tongju Zhou and Mr. Duo Wang each own 50% of Goodsuccess
Enterprises Ltd.
EXECUTIVE
OFFICERS
Executive
officers of the Company are appointed at the discretion of the Board of
Directors. There are no family relationships between or among any of the
executive officers or directors of the Company. There
are
no agreements or understandings for any officer or director of the Company
to
resign at the request of another person and none of the officers or directors
is
acting on behalf of or will act at the direction of any other
person.
The
following sets forth the names and ages of our executive officers, their
respective positions and offices, and their respective principal occupations
or
brief employment history.
Name
|
Age
|
Positions
with the Company
|
Xiaoan
He
|
45
|
Chairman
and Chief Executive Officer and director
|
Cindy
Lu
|
37
|
Chief
Financial Officer and Director
|
Xiuyong
Zhang
|
37
|
Deputy
General Manager (Finance) and Director
|
Zhibing
Qian
|
42
|
Senior
Vice President
|
Bo
Xu
|
44
|
Secretary
|
Bin
Sun
|
51
|
General
Manager
|
Xiaomin
Wang
|
48
|
Deputy
General Manager (Production)
|
Xiaoan He
has
been
the Chairman of the Board of Directors and Chief Executive Officer of our
Company since 2005 and is responsible for the formulation and implementation
of
our business strategies and management of our business operations. Mr. He
has gained more than ten years of management experience in the plastics and
packaging industries in the PRC. From June 2004 to January 2005, Mr. He was
our General Manager responsible for our daily operation and management. Prior
to
joining us as the General Manager in June 2004, Mr. He was the general
manager of Suzhou Broadway Plastic Packaging Co., Ltd from 1996 to 2003. From
1990 to 1996, he was the vice general manager at Suzhou Xiangxuehai Freezer
Co.,
Ltd and from 1983 to 1990, he was the vice general manager at Suzhou Marine
Machinery Co., Ltd. Mr. He obtained his EMBA from the China Europe
International Business School in 2003 and Bachelor in Engineering from the
Shanghai Jiaotong University in 1983. Mr. He is also the Vice Chairman of
the China Association of Manufacturers of Polyester Film (CANPEF).
Cindy
Lu
has been
our Chief Executive Officer and Director since June 1, 2007. Prior to joining
the Company, Ms. Lu served as the Secretary of the Board of Directors of Tiens
Biotech Group (USA) from 2004 to early 2007. From 1999 to 2001, Ms. Lu worked
as
an associate at GE Capital Asia Pacific. Ms. Lu was a Financial Analyst for
Sargent & Lundy LLP (Chicago) from 1997 to 1999. Ms. Lu has expertise in
equity finance, corporate finance, mergers and acquisitions, and corporate
risk
management. Ms. Lu obtained her MBA in 1996 from Southeastern University,
Washington DC and her Bachelor Degree in Economics in 1993 from Shandong
University.
Xiuyong
Zhang
has been
the Deputy General Manager (Finance) of our Company since January 2005 and
a
Director since November 21, 2007. He is responsible for the day-to-day
management of our financial and taxation matters in the PRC. Prior to joining
us
as a director in July 2004, Mr. Zhang had accumulated more than 10 years of
experience in accounting and financial work. Mr. Zhang was the vice-head of
an audit firm, Shandong Zhengyuan Hexin Auditors, Weifang branch from 1999
to
2004. From 1991 to 1999, he was an accounting supervisor at the main office
of
the Weifang City Local Products Company. Mr. Zhang was jointly certified as
a public valuer by the Ministry of Personnel and Ministry of Finance in the
PRC
in 2004. He was certified as an accounting professional by the Ministry of
Finance of the PRC in 1997. He graduated in Financial Accounting from the
Shandong Television University in 1996.
Zhibing
Qian
was
appointed as the Senior Vice President in April 2007. From 2003 to March 2007,
he was the general manager of Beijing Capital Jindian Technology Limited. From
2000 to 2003, Mr. Qian was appointed as the general manger of Beijing
Zhongguancun International Incubator Limited, comprehensively responsible for
the company’s set up and operations. Mr. Qian also worked at senior management
level at other state-owned and joint venture companies in China. Mr. Qian
received his Doctor and Master degrees from University of Idaho in 1995 and
1993.
Bo
Xu
joined
the Company in October 2006 and was appointed as the Secretary of the Company
in
December 2006. From 2002 to September 2006, he was the director of finance
for
Beijing Platinum Investment Co., Ltd. where he was in charge of accounting
and
finance. Prior to that, he was a finance manager at Weifang Wanyou Enterprise
Co., Ltd. from 1993 to 2002. Mr. Xu received his bachelor in finance from
Weifang Staff and Worker’s University in 1989.
Bin
Sun
has been
the General Manager of our Company since January 2007 and is responsible for
the
general management of our business operations. Mr. Sun has gained more than
ten
years of management experience in the Mechanical & Electrical and plastics
industries before he joined us. Mr. Sun was the general manager of Jiangsu
Geliling Group from 2005 to 2006, and he was the general manager of Wuxi Dayu
Electric Group from 2002 to 2004. Mr. Sun obtained his Master degree in
Economics from the Renmin University of China in 1994 and bachelor in
Engineering from the Northwestern Polytechnical University in 1981.
Xiaoming
Wang
has been
our Deputy General Manager (Production) since January 2005 and is responsible
for the management of our production facilities. Prior to joining us,
Mr. Wang was the vice manager of Weifang Engine Manufacturing Co. from 1986
to 1998 and the deputy general manager of Shandong Neo-Luck from 1998 to 2003.
Mr. Wang was certified as a professional economist by the Shandong Province
Human Resources Committee in 2001 and obtained a certificate in Economics
Management awarded by the PRC Central Party Learning Institute and obtained
a
certificate in Business Enterprises Operational Management from the Shandong
Television University in 1986.
Proposal
1
ELECTION
OF DIRECTORS
Under
our
articles of association, all members of our Board of Directors are subject
to
re-election at the Meeting.
Members
of the Corporate Governance and Nominating Committee have evaluated the
performance of all members of the Board of Directors and unanimously resolved
by
a written resolution to recommend all of the incumbent directors to be nominated
for re-election to the Board of Directors upon the expiration of their
respective terms.
Effective
November
21,
2007,
Changrong
Ji
was
appointed as the sole member of our Corporate Governance and Nominating
Committee. The Corporate Governance and Nominating Committee was established
pursuant to a board resolution granting it the authority to (i) identify
individuals qualified to become Board members, (ii) recommend to the Board
candidates to fill Board vacancies and newly-created director positions, (iii)
recommend whether incumbent directors should be nominated for re-election to
the
Board upon the expiration of their term, and (iv) oversee the evaluation of
the
Board's performance.
At
the
Meeting, it is proposed that Shareholders will consider the election of no
less
than six (6)
directors, who have been recommended by the Company’s Corporate Governance and
Nominating Committee to serve the Board of Directors until the next annual
meeting of Shareholders and until their respective successors are elected and
qualified.
Unless
otherwise directed, the persons named in the Proxy intend to cast all Proxies
received for the election of Mr. Xiaoan He, Ms. Cindy Lu, Mr. Xiuyong Zhang,
Mr.
Changrong Ji, Mr. Tee Chuang Khoo, Mr. Yudong Huang (the “Nominee” or
collectively, the “Nominees”) to serve as directors upon their nomination at the
Meeting. All Nominees currently serve on the Board of Directors and their terms
will expire at the Meeting. Each Nominee has advised the Company of his
willingness to continue serving the Board of Directors as a director of the
Company if he is re-elected at the Meeting. Should any Nominee become
unavailable for election to the Board of Directors for any reason, the persons
named in the Proxies shall have discretionary authority to vote the Proxies
for
one or more alternative Nominees who will be designated by the Board of
Directors. The persons named in the Proxies shall have discretionary authority
to vote the Proxies in connection with this additional appointment.
The
Board
is presently seeking a suitable candidate to act as an additional nominee to
be
elected as a director and, upon the recommendation of the Corporate
Governance and Nominating
Committee, such person would be appointed to the Board in accordance with the
Articles of Association of the Company.
After
the
Meeting, at each following annual general meeting, one third of the Directors
for the time being (or if their number is not a multiple of three, then the
number nearest to but not greater than one third) will retire from office by
rotation. The Directors to retire in every year shall include and any Director
who wishes to retire and not to offer himself for re-election. Any further
Directors so to retire will be those who have been longest in office since
their
last re-election or appointment but as between persons who became or were last
re-elected Directors on the same day those to retire will (unless they otherwise
agree among themselves) be determined by lot. There are no provisions in our
articles relating to retirement of Directors upon reaching any age
limit.
In
addition, any Director appointed by our Board to fill a casual vacancy or as
an
addition to the Board shall hold office until the next following annual general
meeting of the Company and shall then be eligible for re-election. A Director
is
not required to hold any shares in the Company by way of
qualification.
DIRECTORS
The
directors of the Company are as follows:
Name
|
Age
|
Xiaoan
He
|
45
|
Cindy
Lu
(1)
|
37
|
Changrong
Ji
(1)(2)(3)
|
61
|
Tee
Chuang Khoo(1)(2)
|
61
|
Yudong
Huang (2)
|
42
|
Xiuyong
Zhang
|
37
|
(1)
|
Member
of the Audit Committee.
|
(2)
|
Member
of the
Compensation Committee.
|
(3)
|
Member
of the Corporate Governance and Nominating
Committee.
|
Mr.
Changrong Ji is an independent director and, if he is re-elected, he will
continue to be a member of the Audit Committee of the Company and
the
chairman of Corporate Goverance and Nominating Committee. Ms. Cindy Lu is
expected to resign as a member of the Audit Committee prior to the
Meeting.
One
third
of the directors of the Company shall retire from office at each annual meeting
of Shareholders or until their successors have been elected or appointed. The
officers of the Company elected by the Board of Directors at the first meeting
after each annual meeting of the Company’s Shareholders shall hold office
pursuant to their terms of employment subject to the discretion of the Board.
Information
about Nominees
Set
forth
below is certain information with respect to each nominee of the Company who
shall hold office until the next annual meeting of Shareholders or until their
successors have been elected and qualified:
Xiaoan He
-
see
biographical information set forth under the section entitled “Executive
Officers.”
Cindy
Lu -
see
biographical information set forth under the section entitled “Executive
Officers.”
Xiuyong
Zhang
- see
biographical information set forth under the section entitled “Executive
Officers.”
Changrong
Ji
has been
a director of our company since March 2007. Mr. Ji is currently the
Investigation Officer of the People’s Bank of China, Weifang city central
branch. Mr. Ji was the president of People’s Bank of China, Weifang City central
branch from 2001 to 2004 and was the president of People’s Bank of China,
Weihai City central branch from 1999 to 2001. From 1989 to 1997, Mr. Ji was
the vice-president of People’s Bank of China, Weifang city central branch. He
joined the State Administration of Foreign Exchange, Weifang branch as its
deputy director from 1989 to 1997 and was appointed as the director of the
State
Administration of Foreign Exchange, Weihai branch from 1999 to 2001. Mr. Ji
was
the director of the State Administration of Foreign Exchange, Weifang branch
from 2001 to 2004. Mr. Ji obtained his Master’s degree in Economics in 1999 from
Shanghai Fudan University and his bachelor’s degree in international economics
in 1993 from East China Normal University.
Tee
Chuang Khoo has
been
a director of our company since November 2007. Mr. Khoo was
a
Senior
Partner in Management Consulting at DENEC Management Consulting Co. Ltd.
(“DENCE”) in Shanghai from October 2005 to October 2007. From November 2000 to
September 2005, Mr. Khoo was a Senior Partner at Improve Management Consulting
Services in Malaysia where he was responsible for reducing manufacturing costs
and process improvement. Mr. Khoo was an Executive
Director at JPK (M) Sdn Bhd, a Malaysian-listed company, from October 1998
to
September 2000, where he assisted the Managing Director with the entire
operation of the company. From November 1996 to August 1998, he was the General
Manager of Broadway Group’s (a Singapore-listed company) product factories in
Johor Baru, Malaysia, and in China. He also held managerial positions at the
Malaysian conglomerate, The Lion Group, and he was a Human Resources Manager
at
Metal Box Singapore Ltd, a Singapore-listed company owned by the British Metal
Box Group. Mr. Khoo has a Bachelor of Arts in Finance & Management from the
University of Oregon (USA), a Masters in Business Administration (MBA) from
University of Southern California (USA) and a diploma in Accounting from the
Association of International Accountants from the United Kingdom.
Yudong
Huang has
been
a director of our company since November 2007. Professor Huang is
a
Professor and Director of the Department of Applied Chemistry of Harbin
Institute of Technology. His research coverage includes PET films. Since 1992,
Professor Huang has performed more than 20 research projects, out of which
3
projects have won science and technology awards at the provincial and
ministerial levels. He has published more than 60 papers in the national and
international levels. He was awarded the “Excellent Scientist Prize” of
Heilongjiang Province in 1998. Professor Huang graduated from Department of
Applied Chemistry of Harbin Institute of Technology with doctor
degree.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE ABOVE
NOMINEES.
Director
Compensation
All
directors receive reimbursements from us for expenses which are necessary and
reasonably incurred by them for providing services to us or in the performance
of their duties. Our directors who are also our employees receive compensation
in the form of salaries, housing allowances, other allowances and benefits
in
kind in their capacity as our employees. Our directors do not receive any
compensation in their capacity as directors in addition to their salaries and
other remunerations as members of our management team. We pay their expenses
related to attending board meetings and participating in board
functions.
The
aggregate cash compensation and benefits that we paid to our directors and
executive officers as a group (8 persons) for the year ended December 31, 2006
was approximately RMB 0.33 million. No executive officer is entitled to any
severance benefits upon termination of his or her employment with our
company.
Board
Committees
The
Board
of Directors has a Compensation Committee, a Corporate Governance and Nominating
Committee and an Audit Committee.
Compensation
Committee.
Effective
November
21, 2007, Tee
Chuang Khoo, Yudong Huang and Changrong Ji were
appointed as members of our Compensation Committee.
Our
Compensation Committee is responsible for, among other things:
|
·
|
reviewing
and determining the compensation package for our senior
executives;
|
|
·
|
reviewing
and making recommendations to our board with respect to the compensation
of our directors;
|
|
·
|
reviewing
and approving officer and director indemnification and insurance
matters;
|
|
·
|
reviewing
and approving any employee loan in an amount equal to or greater
than RMB
100,000; and
|
|
·
|
reviewing
periodically and approving any long-term incentive compensation or
equity
plans, programs or similar arrangements, annual bonuses, employee
pension
and welfare benefit plans.
|
The
Compensation Committee did not hold any meetings during the fiscal year ended
December 31, 2006.
Corporate
Governance and Nominating Committee.
Effective
November
21, 2007, Changrong
Ji
was
appointed as a member of our Corporate
Governance and Nominating Committee.
The Corporate
Governance and Nominating Committee has nominated and recommended to the Board
the re-election of Xiaoan He, Cindy Lu, Xiuyong
Zhang, Changrong Ji, Tee Chuang Khoo and Yudong Huang
as the
members of the Board. The
Corporate
Governance and Nominating
Committee operates under a written charter, a copy of which is included as
Appendix A to this proxy statement.
Our
Corporate Governance and Nominating is responsible for, among other
things:
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identifying
and recommending to the board nominees for election or re-election
to the
board;
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·
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making
appointments to fill any vacancy on our
board;
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·
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reviewing
annually with the board the current composition of the board in light
of
the characteristics of independence, age, skills, experience and
availability of service to us;
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identifying
and recommending to the board any director to serve as a member of
the
board’s committees;
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·
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advising
the board periodically with respect to significant developments in
the law
and practice of corporate governance as well as our compliance with
applicable laws and regulations, and making recommendations to the
board
on all matters of corporate governance and on any corrective action
to be
taken; and
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·
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monitoring
compliance with our code of business conduct and ethics, including
reviewing the adequacy and effectiveness of our procedures to ensure
proper compliance.
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The
Corporate
Governance and Nominating Committee did
not
hold any meetings during the fiscal year ended December 31, 2006.
Audit
Committee.
Our
Audit
Committee currently consists of Tee
Chuang Khoo,
Cindy
Lu, and Changrong Ji. Mark Stulga was a member of our Audit Committee.
On
October 18, 2007, Mr. Stulga resigned from his position as a member of our
Audit Committee.
On November
21,
2007,
Tee
Chuang Khoo
was
appointed as a member of our Audit Committee.
The
Board
adopted a written charter for the Audit Committee, a copy of which is included
as Appendix B to this proxy statement.
Prior
to
the Meeting, Cindy Lu is expected to resign as a member of the Audit Committee
to ensure that the Audit Committee is composed solely of members who are
independent directors.
The
audit
committee will oversee our accounting and financial reporting processes and
the
audits of our financial statements. The audit committee is responsible for,
among other things:
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selecting
the independent auditors and pre-approving all auditing and non-auditing
services permitted to be performed by the independent
auditors;
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reviewing
and approving all proposed related-party
transactions;
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discussing
the annual audited financial statements with management and the
independent auditors;
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annually
reviewing and reassessing the adequacy of our audit committee
charter;
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meeting
separately and periodically with management and the independent
auditors;
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reviewing
such other matters that are specifically delegated to our audit committee
by our board of directors from time to time;
and
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reporting
regularly to the full board of
directors.
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The
Audit
Committee did not hold any meetings during the fiscal year ended December 31,
2006.
Meetings
of the Board
The
Board
of Directors met five (5) times during the fiscal year ended December 31,
2006.
Communications
with the Board of Directors
The
Board
of Directors maintains a process whereby shareholders may communicate with
the
Board. Shareholders wishing to communicate with the Board or any individual
director must mail a communication addressed to the Board or the individual
director to the Board of Directors, c/o Fuwei
Films (Holdings) Co., Ltd. No.
387
Dongming Road, Weifang Shandong People’s Republic of China, Postal Code:
261061.
Any
such communication must state the number of Shares beneficially owned by the
shareholder making the communication. All of such communications will be
forwarded to the full Board of Directors or to any individual director or
directors to whom the communication is directed unless the communication is
clearly of a marketing nature or is unduly hostile, threatening, illegal, or
similarly inappropriate, in which case we have the authority to discard the
communication or take appropriate legal action regarding the
communication.
AUDIT
COMMITTEE REPORT
The
Audit
Committee operates pursuant to its adopted charter. Other than Cindy Lu, all
other members of the Audit Committee are independent, within the meaning of
the
NASDAQ marketplace rules and regulations.
The
Audit
Committee assists the Board by overseeing the performance of the independent
auditors and the quality and integrity of our internal accounting, auditing
and
financial reporting practices. The Audit Committee is responsible for retaining
(subject to shareholder ratification) and, as necessary, terminating, the
independent auditors, annually reviews the qualifications, performance and
independence of the independent auditors and the audit plan, fees and audit
results, and pre-approves audit and non-audit services to be performed by the
auditors and related fees.
The
Audit
Committee reviewed with the Company’s financial managers and the independent
auditors overall audit scopes and plans, the results of internal and external
audit examinations, evaluations by the auditors of the Company’s internal
controls, and the quality of the Company’s financial reporting.
The
Committee has reviewed with management the audited financial statements in
the
Annual Report, including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments, and the clarity of disclosures in the financial statements. In
addressing the quality of management’s accounting judgments, members of the
Audit Committee asked for management’s representations that the audited
consolidated financial statements of the Company have been prepared in
conformity with generally accepted accounting principles and have expressed
to
both management and the independent auditors their general preference for
conservative policies when a range of accounting options is available.
In
its
meetings with representatives of the independent auditors, the Committee asks
them to address, and discusses their responses to several questions that the
Committee believes are particularly relevant to its oversight. These questions
include:
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Are
there any significant accounting judgments made by management in
preparing
the financial statements that would have been made differently had
the
independent auditors themselves prepared and been responsible for
the
financial statements?
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Ÿ
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Based
on the independent auditors’ experience and their knowledge of the
Company, do the Company’s financial statements fairly present to
investors, with clarity and completeness, the Company’s financial position
and performance for the reporting period in accordance with generally
accepted accounting principles and SEC disclosure requirements?
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Ÿ
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Based
on the independent auditors’ experience and their knowledge of the
Company, has the Company implemented internal controls and internal
audit
procedures that are appropriate for the Company?
|
The
Committee believes that by thus focusing its discussions with the independent
auditors, it can promote a meaningful dialogue that provides a basis for its
oversight judgments.
The
Committee also discussed with the independent auditors all other matters
required to be discussed by the auditors with the Committee under Statement
on
Auditing Standards No. 61 (“Communication with Audit Committees”). The Committee
received and discussed with the independent auditors their annual written report
on their independence from the Company and its management, which is made under
Independence Standards Board Standard No. 1 (“Independence Discussions with
Audit Committees”), and considered with the independent auditors whether the
provision of financial information systems design and implementation and other
non-audit services provided by them to the Company during the fiscal year ended
December 31, 2006 was compatible with the independent auditors’ independence.
In
performing all of these functions, the Audit Committee acts only in an oversight
capacity. The Committee reviews the Company’s SEC reports prior to filing and
intends to continue this practice in the future. In addition, the Committee
reviews all quarterly earnings announcements in advance of their issuance with
management and representatives of the independent auditors. In its oversight
role, the Committee relies on the work and assurances of the Company’s
management, which has the primary responsibility for financial statements and
reports, and of the independent auditors, who, in their report, express an
opinion on the conformity of the Company’s annual financial statements to
generally accepted accounting principles.
In
reliance on the reviews and discussions referred to above, in March 2007, the
Audit Committee recommended to the Board of Directors (and the Board approved)
that the audited financial statements be included in the Annual Report on Form
20-F for the year ended December 31, 2006 for filing with the Securities and
Exchange Commission.
The
Audit
Committee and the Board have also recommended, subject to Shareholder approval,
the selection of Kabani
& Company, Inc. as
the
Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2007.
Cindy
Lu
|
Changrong
Ji
|
Tee
Chuang Khoo
|
CODE
OF ETHICS
We
have
adopted a Code of Business Conduct and Ethics that applies to our directors
and
officers. A copy of the Code was filed as Exhibit 14.1 to our Annual Report
on
Form 20-F, filed with the SEC on April 2, 2007. A written copy of the Code
will
be provided upon request at no charge by writing to our Company Secretary,
c/o
Fuwei Films (Holdings) Co., Ltd. No.
387
Dongming Road, Weifang Shandong People’s Republic of China, Postal Code:
261061.
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The
members of our Compensation Committee of the Board of Directors are
Tee
Chuang Khoo, Yudong Huang and Changrong Ji. Tee Chuang Khoo, Yudong Huang and
Changrong Ji are not
now,
and have never been officers or employees of the Company or any of our
subsidiaries.
Tee
Chuang Khoo, Yudong Huang and Changrong Ji
do not
have a relationship that would constitute an interlocking relationship with
any
Executive Officers or Directors of the Company, nor any other affiliated person
or entity.
Proposal
2
RATIFICATION
OF SELECTION OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The
firm
of Kabani
& Company, Inc.
has
served as our independent auditors since November
22, 2007
when it
replaced Murrell,
Hall, Mcintosh & Co PLLP. The
decision to engage Kabani
& Company, Inc. as
the
Company’s principal independent accountants was approved by the Company’s Board
of Directors on November 22, 2007.
The
Board
of Directors and the Company’s Audit Committee believe that it is appropriate to
submit for approval by its Shareholders its selection of Kabani
& Company, Inc.,
to
continue as the Company’s Independent Registered Public Accounting Firm for the
fiscal year ending December 31, 2007. In the event the shareholders fail to
ratify the selection of Kabani
& Company, Inc.,
the
Audit Committee will reconsider whether or not to retain the firm. Even if
the
selection is ratified, the Audit Committee and the Board of Directors in their
discretion may direct the appointment of a different independent accounting
firm
at any time during the year if they determine that such a change would be in
the
best interests of the Company and its shareholders.
A
representative of Kabani & Company, Inc. is expected to be present at the
Meeting. That representative will have an opportunity to make a statement and
will be available to respond to questions regarding this and any other
appropriate matters.
AUDIT
FEES, AUDIT RELATED FEES, TAX FEES AND OTHER FEES FOR FISCAL YEAR ENDED DECEMBER
31, 2006
Because
Kabani
& Company, Inc.
was
appointed as the Company’s Independent Registered Public Accounting Firm after
the completion of the audit of the Company’s financial results for the fiscal
year ended December 31, 2006, there were no audit fees, audit related fees,
tax
fees or other fees billed for professional services rendered for the audit
of
our financial statements.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSAL TO RATIFY AND APPROVE
THE APPOINTMENT OF KABANI & COMPANY, INC. AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER
31,
2007.
Pre-Approval
Policies and Procedures
In
accordance with the SEC’s auditor independence rules, the Audit Committee has
established the following policies and procedures by which it approves in
advance any audit or permissible non-audit services to be provided to the
Company by its independent auditor.
Prior
to
the engagement of the independent auditor for any fiscal year’s audit,
management submits to the Audit Committee for approval lists of recurring audit,
audit-related, tax and other services expected to be provided by the auditor
during that fiscal year. The Audit Committee adopts pre-approval schedules
describing the recurring services that it has pre-approved, and is informed
on a
timely basis, and in any event by the next scheduled meeting, of any such
services rendered by the independent auditor and the related fees.
The
fees
for any services listed in a pre-approval schedule are budgeted, and the Audit
Committee requires the independent auditor and management to report actual
fees
versus the budget periodically throughout the year. The Audit Committee will
require additional pre-approval if circumstances arise where it becomes
necessary to engage the independent auditor for additional services above the
amount of fees originally pre-approved. Any audit or non-audit service not
listed in a pre-approval schedule must be separately pre-approved by the Audit
Committee on a case-by-case basis. Every
request to adopt or amend a pre-approval schedule or to provide services that
are not listed in a pre-approval schedule must include a statement by the
independent auditors as to whether, in their view, the request is consistent
with the SEC’s rules on auditor independence.
The
Audit
Committee will not grant approval for:
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any
services prohibited by applicable law or by any rule or regulation of
the SEC or other regulatory body applicable to the
Company;
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provision
by the independent auditor to the Company of strategic consulting
services
of the type typically provided by management consulting firms;
or
|
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the
retention of the independent auditor in connection with a transaction
initially recommended by the independent auditor, the tax treatment
of
which may not be clear under the Internal Revenue Code and related
regulations and which it is reasonable to conclude will be subject
to
audit procedures during an audit of the Company’s financial
statements.
|
Tax
services proposed to be provided by the auditor to any director, officer or
employee of the Company who is in an accounting role or financial reporting
oversight role must be approved by the Audit Committee on a case-by-case basis
where such services are to be paid for by the Company, and the Audit Committee
will be informed of any services to be provided to such individuals that are
not
to be paid for by the Company.
In
determining whether to grant pre-approval of any non-audit services in the
“all
other” category, the Audit Committee will consider all relevant facts and
circumstances, including the following four basic guidelines:
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whether
the service creates a mutual or conflicting interest between the
auditor
and the Company;
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whether
the service places the auditor in the position of auditing his or
her own
work;
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whether
the service results in the auditor acting as management or an employee
of
the Company; and
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whether
the service places the auditor in a position of being an advocate
for the
Company.
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MISCELLANEOUS
Forward-looking
Statements
The
Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for
certain forward-looking statements made in our disclosures to the public. Any
such forward-looking statements involve risk and uncertainties that could cause
actual results to differ materially from any future results described by the
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 Securities and Exchange Commission. 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 Proxy Statement. When used herein,
the
word “estimate,” “project,” “anticipate,” “expect,” “intend,” “believe,” “plan,”
and similar expression are intended to identify forward-looking
statements.
GENERAL
Management
does not know of any matters other than those stated in this Proxy Statement
that are to be presented for action at the meeting. If any other matters should
properly come before the meeting, it is intended that proxies in the
accompanying form will be voted on any such other matters in accordance with
the
judgment of the persons voting such proxies. Discretionary authority to vote
on
such matters is conferred by such proxies upon the persons voting
them.
The
Company will bear the cost of preparing, printing, assembling and mailing the
proxy, Proxy Statement and other material which may be sent to Shareholders
in
connection with this solicitation. It is contemplated that brokerage houses
will
forward the proxy materials to beneficial owners at our request. In addition
to
the solicitation of proxies by use of the mails, officers and regular employees
of the Company may solicit proxies without additional compensation, by telephone
or telegraph. We have engaged American Stock Transfer & Trust Company, to
assist in the distribution of proxy solicitation materials and the solicitation
of votes. Other than reimbursement of certain out-of-pocket expenses, there
is
no additional fee for its service to distribute proxy solicitation materials
and
the solicitation of votes. We may reimburse brokers or other persons holding
stock in their names or the names of their nominees for the expenses of
forwarding soliciting material to their principals and obtaining their
proxies.
AVAILABILITY
OF FORM 20-F
We
are
providing without charge to each person solicited by this Proxy Statement a
copy
of our Annual Report on Form 20-F for the Fiscal Year ended December 31, 2006,
including our financial statements but excluding the exhibits to Form 20-F.
The
Form 20-F includes a list of the exhibits that were filed with it, and we will
furnish a copy of any such exhibit to any person who requests it upon the
payment of our reasonable expenses in providing the requested exhibit.
WHERE
YOU CAN FIND MORE INFORMATION
Fuwei
Films (Holdings) Co., Ltd. files annual and current reports on form 20-F and
6-K, respectively, proxy statements and other documents with the SEC under
the
Exchange Act. The Company’s SEC filings made electronically through the SEC's
EDGAR system are available to the public at the SEC's website at
http://www.sec.gov. You may also read and copy any document we file with the
SEC
at the SEC's public reference room located at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on
the
operation of the public reference room.
The
SEC
allows the Company to "incorporate by reference" information that we file with
the SEC in other documents into this proxy statement. This means that the
Company can disclose important information to you by referring you to another
document filed separately with the SEC. The information incorporated by
reference is considered to be part of this proxy statement. The information
that
the Company files with the SEC in the future and incorporates by reference
in
this proxy statement automatically updates and supersedes previously filed
information. Such updated and superseded information will not, except as so
modified or superseded, constitute part of this proxy statement.
The
Company incorporates by reference into this proxy statement each document we
file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this proxy statement and prior to the Annual Meeting. We also
incorporate by reference into this proxy statement the following documents
that
we filed with the SEC under the Exchange Act:
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Our
Annual Report on Form 20-F for the fiscal year ended December 31,
2006,
filed on March 2, 2007;
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The
Report of Foreign Private Issuer on Form 6-K filed on April 30,
2007;
|
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The
Report of Foreign Private Issuer on Form 6-K filed on April 25,
2007;
|
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The
Report of Foreign Private Issuer on Form 6-K filed on May 14,
2007;
|
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·
|
The
Report of Foreign Private Issuer on Form 6-K filed on May 14,
2007;
|
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·
|
The
Report of Foreign Private Issuer on Form 6-K filed on June 1,
2007;
|
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·
|
The
Report of Foreign Private Issuer on Form 6-K filed on June 12,
2007;
|
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·
|
The
Report of Foreign Private Issuer on Form 6-K filed on June, 2007,
as
amended on August 2, 2007 and September 14,
2007;
|
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·
|
The
Report of Foreign Private Issuer on Form 6-K filed on October 17,
2007;
|
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·
|
The
Report of Foreign Private Issuer on Form 6-K filed on October 24,
2007;
|
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|
The
Report of Foreign Private Issuer on Form 6-K filed on November 2,
2007;
|
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·
|
The
Report of Foreign Private Issuer on Form 6-K filed on November 6,
2007;
|
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·
|
The
Report of Foreign Private Issuer on Form 6-K filed on November 13,
2007;
and
|
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·
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The
Report of Foreign Private Issuer on Form 6-K filed on November 27,
2007.
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SHAREHOLDER
PROPOSALS
The
Annual Meeting of Shareholders for the fiscal year ending December 31, 2008
is
expected to be held in December 2008. Any shareholder proposal intended to
be
included in the Company's proxy statement and form of proxy for presentation
at
the 2008 Annual Meeting of Shareholders (the "2008 Meeting") pursuant to Rule
14a-8 ("Rule 14a-8"), as promulgated under the Securities Exchange Act of 1934,
must be received by the Company not later than July 24, 2008. As to any
proposals submitted for presentation at the 2008 Meeting outside the processes
of Rule 14a-8, the proxies named in the form of proxy for the 2008 Meeting
will
be entitled to exercise discretionary authority on that proposal unless the
Company receives notice of the matter on or before June 24, 2008.
|
By
Order of the Board of Directors,
/s/
Bo Xu
Bo
Xu
Secretary
|
November
29, 2007
Appendix
A
Corporate
Governance and Nominating Committee Charter
Of
Fuwei
Films (Holdings) Co., Ltd.
The
Corporate Governance and Nominating Committee (the “Nominating Committee”) of
the Board of Directors (the “Board”) of Fuwei Films (Holdings) Co., Ltd. (the
“Company”) shall consist of a minimum of one (1) director. The members of the
Nominating Committee shall each meet the independence requirements and standards
established from time to time by the Securities and Exchange Commission (the
“SEC”) and any such securities exchange on which the Company’s securities are
listed or quoted for trading. The Nominating Committee shall meet at least
once
a year.
The
purpose of the Nominating Committee shall be to assist the Board in identifying
qualified individuals to become board members, in determining the composition
of
the Board and in monitoring a process established to assess Board
effectiveness.
In
furtherance of this purpose, the Nominating Committee shall have the following
authority and responsibilities:
|
1.
|
Make
recommendations to the Board regarding the size and composition of
the
Board, establish procedures for the nomination process and screen
and
recommend candidates for election to the Board.
|
|
2.
|
To
review with the Board from time to time the appropriate skills and
characteristics required of Board members.
|
|
3.
|
To
establish and administer a periodic assessment procedure relating
to the
performance of the Board as a whole and its individual members.
|
|
4.
|
Make
recommendations to the Board regarding corporate governance and compliance
matters and practices, including formulating and periodically reviewing
corporate governance guidelines to be adopted by the Board and advising
the Board periodically with respect to significant developments in
the law
and practice of corporate
governance.
|
|
5.
|
Monitor
compliance with the Company’s code of business conduct and ethics,
including reviewing the adequacy and effectiveness of the Company’s
procedures to ensure proper
compliance.
|
The
Nominating Committee shall have the authority to delegate any of its
responsibilities to subcommittees as it may deem appropriate in its sole
discretion.
The
Nominating Committee shall have the authority to retain any search firm engaged
to assist in identifying director candidates, and to retain outside counsel
and
any other advisors as it may deem appropriate in its sole discretion. The
Nominating Committee shall have sole authority to approve related fees and
retention terms.
The
Nominating Committee shall report its actions and recommendations to the Board
after each committee meeting.
Adopted:
November 2006
Appendix
B
Audit
Committee Charter
Of
Fuwei
Films (Holdings) Co., Ltd.
MISSION
STATEMENT
The
Audit
Committee of Fuwei Films (Holdings) Co., Ltd. (the “Company”) has been
established by the board of directors of the Company (the “Board”) to assist the
Board in fulfilling its responsibilities to oversee the Company’s financial and
accounting operations. The Audit Committee will review and be responsible for,
among other things, the Company’s system of internal controls, its financial
reporting process, the audit process, and the Company’s processes for monitoring
compliance with laws and regulations. In performing its duties, the Audit
Committee will maintain effective working relationships with the Board,
management, the Company’s internal auditors, and the independent auditors. The
Audit Committee will confirm with the independent auditor its understanding
that
it has access to the Audit Committee at any time.
ORGANIZATION
AND MEETINGS
Audit
Committee Composition
The
Audit
Committee shall consist of such number of members as the Board shall determine,
but in no event less than three members. The Board shall designate one member
of
the Audit Committee to be the Chairperson. Subject to the exceptions discussed
below, each member of the Audit Committee must be independent, as defined under
applicable Securities and Exchange Commission (“SEC”) and stock exchange rules
and regulations as they currently exist and as they may be amended from time
to
time.
Each
member must be able
to
read and understand fundamental financial statements, including a company’s
balance sheet, income statement, and cash flow statement or, if and so long
as
permitted under applicable stock exchange rules, become able to do so within
a
reasonable period of time after his or her appointment to the Audit Committee.
Audit Committee members shall have such other qualifications as the Board may
from time to time deem appropriate in light of the mission of the Audit
Committee.
At
least
one member of the Audit Committee shall qualify as a “audit committee financial
expert” in compliance with the requirements established under applicable SEC and
stock exchange laws and regulations as they currently exist and as they may
be
amended from time to time.
Notwithstanding
anything to the contrary in this charter, if permitted by applicable SEC and
stock exchange laws and regulations in effect from time to time, one director
who (i) is not independent as defined under applicable stock exchange rules,
and
(ii) is not a current employee or an immediate family member (as defined under
applicable stock exchange rules) of such employee, may be appointed to the
Audit
Committee if the Board, under exceptional and limited circumstances, determines
that membership on the Audit Committee by the individual is required in the
best
interests of the Company and its stockholders. In such event, the Board will
disclose in the Company’s next annual proxy statement the nature of that
director’s relationship with the Company and the reasons for that
determination.
Notwithstanding
anything to the contrary in this charter, if permitted by applicable SEC and
stock exchange laws and regulations in effect from time to time, in connection
with the initial public offering of the Company’s equity securities (“IPO”), (A)
only (i) one director who is independent as defined under applicable stock
exchange rules shall be required at the time of such IPO, and (ii) a majority
of
directors who are independent under applicable stock exchange rules shall be
required within 90 days of the IPO and (B) all members of the Audit Committee
shall be independent as defined under applicable stock exchange rules within
one
year of the IPO.
If
the
Company fails to comply with the Audit Committee composition requirements under
applicable SEC and stock exchange rules and regulations, the Company shall
have
an opportunity to cure such defect as provided under such rules.
Term;
Meetings
The
Audit
Committee shall meet at least quarterly, or more frequently as it deems
appropriate and as circumstances dictate. Any member of the Audit Committee
may
call a special meeting of the Audit Committee. Meetings of the Audit Committee
may be held by any method permitted under Articles of Association of the
Company.
The
Audit
Committee shall periodically meet with each of management (including the Chief
Financial Officer) and the independent auditors (including the audit engagement
partner) in separate executive sessions to discuss any matters that the Audit
Committee or each of these groups believe would be appropriate to discuss
privately. In addition, the Audit Committee expects to meet with the independent
auditors and management quarterly to review the Company’s financial
statements.
The
Audit
Committee may invite to its meetings any director, member of management of
the
Company and such other persons as it deems appropriate in order to carry out
its
responsibilities. The Audit Committee may also exclude from its meetings any
persons it deems appropriate in order to carry out its
responsibilities.
ROLE
AND RESPONSIBILITIES
The
Audit
Committee’s primary responsibility is one of oversight and it recognizes that
the Company’s management is responsible for preparing the Company’s financial
statements and that the independent auditors are responsible for auditing those
financial statements. The Audit Committee also recognizes that financial
management, as well as the independent auditors, have more time, knowledge
and
more detailed information regarding the Company than do Audit Committee members;
consequently, in carrying out its oversight responsibilities, the Audit
Committee is not providing any expert or special assurance as to the Company’s
financial statements or any professional certification as to the independent
auditor’s work. The Audit Committee shall also perform any other activities
consistent with this Charter as the Audit Committee or the Board deems necessary
or appropriate or as may be required under applicable SEC and stock exchange
rules and regulations in effect from time to time.
The
Audit
Committee may form and delegate authority to subcommittees consisting of one
or
more members when appropriate, including the authority to grant pre-approvals
of
audit and permitted non-audit services provided that the decisions of such
subcommittee to grant pre-approvals shall be presented to the full Audit
Committee at its next scheduled meeting.
Corporate
Governance
The
Audit
Committee shall:
|
1.
|
report
on its meetings, proceedings and other activities at each regularly
scheduled meeting of the full Board, to the extent
appropriate;
|
|
2.
|
review
and reassess the adequacy of this Charter at least annually. Submit
changes to this Charter to the Board for
approval;
|
|
3.
|
review
and approve all transactions with affiliates, related parties, directors
and executive officers;
|
|
4.
|
review
the procedures for the receipt and retention of, and the response
to,
complaints received regarding accounting, internal control or auditing
matters;
|
|
5.
|
review
the procedures for the confidential and anonymous submission by employees
of concerns regarding questionable accounting or auditing matters;
and
|
|
6.
|
review
with management and the independent auditors, at least once annually,
all
correspondence with regulatory authorities and all employees complaints
or
published reports that raise material issues regarding the financial
statements or accounting policies.
|
Independent
Auditors
The
Audit
Committee shall:
|
1.
|
appoint,
compensate, retain and oversee the work of any independent auditor
engaged
(including resolution of disagreements between management and the
auditor
regarding financial reporting) for the purpose of conducting the
annual
audit of the Company’s books and records, preparing or issuing an audit
report or performing other audit review or attest services for the
Company;
|
|
2.
|
obtain
and review, at least once annually, a report by the independent auditors
describing (i) their internal quality control procedures, (ii) any
material issues raised by the most recent internal quality control
review
or peer review or by any inquiry or investigation by any governmental
or
professional authority within the preceding five years, in each case
with
respect to one or more independent audits carried out by them, (iii)
all
material steps taken to deal with any such issues and (iv) all
relationships between them and the
Company;
|
|
3.
|
review
annually the independence of the independent auditors by (i) receiving
from the independent auditors a formal written statement delineating
all
relationships between the independent auditors and the Company in
accordance with Independence Standards Board Standard No. 1, (ii)
discuss
with the independent auditors all disclosed relationships between
the
independent accounts and the Company and all other disclosed relationships
that may impact the objectivity and independence of the independent
auditors and (iii) discussing with management its evaluation of the
independence of the independent
auditors;
|
|
4.
|
obtain
from the independent auditors assurance that the lead audit partner
and
the audit partner responsible for reviewing the audit have been and
will
be rotated at least once every five years and each other audit partner
has
been and will be rotated at least once every seven years, in each
case, in
accordance with Section l0A of the Securities Exchange Act of 1934,
as
amended (the “Act”) and the rules promulgated
thereunder;
|
|
5.
|
review
and pre-approve, all audit, review or attest services (including
comfort
letters in connection with securities underwritings and tax services)
and
all non-audit services to be provided by the independent auditors
as
permitted by Section 10A of the Act and the rules promulgated thereunder,
and, in connection therewith, the terms of engagement. The Audit
Committee
may designate one member to approve such non-audit services, but
that
member must inform the Audit Committee of the approval at the next
meeting
of the Audit Committee. All such approvals and procedures must be
disclosed in periodic reports filed with the
SEC;
|
|
6.
|
review
and approve all compensation to the independent auditors for all
audit and
non-audit services;
|
|
7.
|
review
regularly with the independent auditors any audit problems or difficulties
and management’s response, including restrictions on the scope of
activities of the independent auditors or access by the independent
auditors to requested information, and significant disagreements
between
the independent auditors and management;
and
|
|
8.
|
present
conclusions with respect to the independent auditors to the
Board.
|
Audits
and Accounting
Before
the commencement of the annual audit, the Audit Committee will meet with
financial management and the independent auditor to review and approve the
plan,
scope, staffing, fees and timing of the annual audit. The Audit Committee
shall:
|
1.
|
after
completion of the audit of the financial statements, review with
management and the independent auditors the results of the audit,
the
audit report, the management letter relating to the audit report,
all
significant questions (resolved or unresolved) that arose and all
significant difficulties that were encountered during the audit,
the
disposition of all audit adjustments identified by the independent
auditors, all significant financial reporting issues encountered
and
judgments made during the course of the audit (including the effect
of
different assumptions and estimates on the financial statements)
and the
cooperation afforded or limitations (including restrictions on scope
or
access), if any, imposed by management on the conduct of the
audit;
|
|
2.
|
review,
prior to filing, all annual reports on Form 10-K or 10-KSB and all
quarterly reports on Form 10-Q or 10-QSB, to be filed with the SEC.
Discuss with management and the independent auditors, where practicable,
prior to filing, the financial statements (including the notes thereto)
and the disclosures under “Management’s Discussion and Analysis of
Financial Condition and Results of
Operations”;
|
|
3.
|
review
with management and the independent auditors, at least annually,
(i) all
significant accounting estimates, (ii) all significant off-balance
sheet
financing arrangements and their effect on the financial statements,
(iii)
all significant valuation allowances and liability, restructuring
and
other reserves, (iv) the effect of regulatory and accounting initiatives,
and (v) the adequacy of financial
reporting;
|
|
4.
|
review
with management and the independent auditors all reports delivered
by the
independent auditors in accordance with Section 10A(k) of the Act
with
respect to critical accounting policies and practices used, alternative
treatments of financial information available under GAAP and other
written
communications (including letters under SAS No. 50) between the
independent auditors and management, together with their ramifications
and
the preferred treatment by the independent
auditors;
|
|
5.
|
discuss
with the independent auditor and management the independent auditor’s
judgment about the quality, not just the acceptability, of the Company’s
accounting principles, as applied in the Company’s financial reporting in
accordance with SAS No. 61;
|
|
6.
|
review
and discuss with management and the independent auditors the Company’s
earnings press releases (paying particular attention to the use of
any
“pro forma” or “adjusted” non-GAAP information), as well as financial
information and earnings guidance provided to analysts and rating
agencies. This review may be generally of disclosure and reporting
policies. The Audit Committee need not discuss in advance each earnings
press release or each instance in which the Company may provide earnings
guidance; and
|
|
7.
|
prepare
the report required by the SEC to be included in the Company’s annual
proxy statement and any other reports of the Audit Committee required
by
applicable securities laws or stock exchange listing requirements
or
rules.
|
Monitoring
of Internal Controls Systems
The
Audit
Committee shall:
|
1.
|
meet
separately in executive session, at least annually, with the Company’s
principal accounting officer to
discuss:
|
|
a)
|
the
scope of internal accounting and auditing procedures then in
effect;
|
|
b)
|
the
Company’s means for monitoring compliance by Company personnel with
Company policies and procedures and applicable law;
and
|
|
c)
|
the
extent to which recommendations made by the principal accounting
officer
or independent auditor have been
implemented.
|
|
2.
|
review,
based upon the recommendation of the independent auditors and financial
management, the scope and plan of the work to be done by the internal
audit group and the responsibilities, budget and staffing needs of
the
internal audit group;
|
|
3.
|
review
on an annual basis the performance of the internal audit
group;
|
|
4.
|
in
consultation with the independent auditors and the internal audit
group,
the accounting and financial controls, review the adequacy of the
Company’s internal control structure and procedures designed to insure
compliance with laws and regulations, and any special audit steps
adopted
in light of material deficiencies and controls;
and
|
|
5.
|
review
(i) the internal control report prepared by management, including
management’s assessment of the effectiveness of the design and operation
of the Company’s internal control structure and procedures for financial
reporting, as well as the Company’s disclosure controls and procedures,
with respect to each annual and quarterly report that the Company
is
required to file under the Act and (ii) the independent auditors’
attestation, and report, on the assessment made by
management.
|
Other
The
Audit
Committee shall:
|
1.
|
engage
and determine funding for independent counsel and other advisors
as it
determines necessary to carry out its duties;
and
|
|
2.
|
conduct
any and all investigations it deems necessary or
appropriate.
|
Adopted:
December 7, 2006
FUWEI
FILMS (HOLDINGS) CO. LTD.
PROXY
FOR
ANNUAL MEETING
TO
BE HELD ON DECEMBER 21, 2007
The
undersigned stockholder of Fuwei Films (Holdings) Co. Ltd., a Cayman Islands
corporation (the “Company”),
hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders
and
Proxy Statement and hereby appoints Xiaoan He and Bo Xu, or any of them,
proxies
and attorneys-in-fact, with full power to each of substitution and revocation,
on behalf and in the name of the undersigned, to represent the undersigned
at
the Annual Meeting of Stockholders of the Company to be held at 9:00 a.m.
(New
York Time), at New York Marriott East Side, located at 525 Lexington Avenue,
New
York,
New York on
December 21, 2007, or at any adjournment thereof, and to vote, as designated
below, all shares of common stock of the Company which the undersigned would
be
entitled to vote if then and there personally present, on the matters set
forth
below and hereby revokes any proxy or proxies heretofore given.
THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH
PROPOSAL.
Elect
six (6) Directors
|
Xiaoan
He
|
¡
|
Changrong
Ji
|
¡
|
Tee
Chuang Khoo
|
¡
|
|
Cindy
Lu
|
¡
|
Yudong
Huang
|
¡
|
Xiuyong
Zhang
|
¡
|
|
WITHHOLD
AUTHORITY to vote for all nominees listed above
|
|
|
To
withhold authority to vote for any individual nominee(s), mark
“FOR ALL
EXCEPT” and fill
in the circle next to each nominee you wish to
withhold.
|
|
A
vote FOR
the nominees includes discretionary authority to vote for a substitute
nominee if any of the nominees listed becomes unable or unwilling
to
serve. |
2.
|
Ratify
the appointment of Kabani & Company, Inc. as the Company’s independent
auditors.
|
o FOR
|
o AGAINST
|
o ABSTAIN
|
3.
|
To
transact any other business as may properly be presented at the
Annual
Meeting or any adjournment or postponement
thereof.
|
THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS
GIVEN, WILL BE VOTED "FOR" EACH PROPOSAL SPECIFICALLY IDENTIFIED ABOVE.
To
change
the address on your account, please check the box at right and indicate your
new
address in the address space above. Please note that changes to the registered
name(s) on the account may not be submitted via this method. o
I
PLAN ON ATTENDING THE ANNUAL MEETING |
|
o |
|
|
|
|
|
Signature
of Stockholder
|
|
|
Date:
|
|
NOTE:
Please
sign exactly as your name or names appear on this Proxy. When shares are
held
jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If the signer
is
a corporation, please sign full corporate name by duly authorized officer,
giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
FUWEI
FILMS (HOLDINGS) CO. LTD.
2007
ANNUAL MEETING OF STOCKHOLDERS
DECEMBER
21, 2007
The
undersigned hereby appoints hereby appoints Xiaoan He and Bo Xu, or any of
them,
proxies and attorneys-in-fact, with full power to each of substitution and
revocation, on behalf and in the name of the undersigned, to represent the
undersigned at the Annual Meeting of Stockholders of the Company to be held
at
9:00 a.m. (New York Time), at New York Marriott East Side, located at 525
Lexington Avenue, New
York,
New York on
December 21, 2007, or at any adjournment thereof, with all powers the
undersigned would possess if personally present. In his or her discretion,
the
Proxy is authorized to vote upon such other business as may properly come
before
the meeting.
(Continued
and to be signed on the reverse side.)