富维薄膜2016年度报告

20-F 1 v461996_20f.htm FORM 20-F UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 20-F (Mark One) ̈REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________________ to ___________________ OR ̈SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR Date of event requiring this shell company report _______________ Commission file number: 001-33176 Fuwei Films (Holdings) Co., Ltd. (Exact name of Registrant as specified in its charter) (Translation of Registrant’s name into English) Cayman Islands (Jurisdiction of incorporation or organization) No. 387 Dongming RoadWeifang ShandongPeople’s Republic of China, Postal Code: 261061(Address of principal executive offices) Yong Jiang Tel: +86 133 615 59266 fuweiir@fuweifilms.com (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Name of each exchange on which registered Ordinary Shares NASDAQ Capital Market Securities registered or to be registered pursuant to Section 12(g) of the Act. None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None As of December 31, 2016, there were 3,265,837 ordinary shares outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ̈ Yes x No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ̈ Yes x No Note - Checking the box will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ̈ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ̈ Accelerated filer ̈Non-accelerated filer x Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAPxInternational Financial Reporting Standards as issued bythe International Accounting Standards Board ̈Other ̈ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: ̈ Item 17 ̈ Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ̈ Yes x No TABLE OF CONTENTS DESCRIPTION PAGESPECIAL NOTE ON FORWARD-LOOKING STATEMENTS4INTRODUCTION 5CURRENCIES AND EXCHANGE RATES 5 PART I Item 1Identity of Directors, Senior Management and Advisers 5Item 2Offer Statistics and Expected Timetable 6Item 3Key Information 6Item 3ASelected Financial Data6Item 3BCapitalization and Indebtedness 7Item 3CReasons for the Offer and Use of Proceeds 7Item 3DRisk Factors 7Item 4Information on the Company 17Item 4AUnresolved Staff Comments 32Item 5Operating and Financial Review and Prospects 32Item 6Directors, Senior Management and Employees 46Item 6ADirectors and Senior Management 46Item 6BCompensation 50Item 6CBoard Practices 51Item 6DEmployees 51Item 7Major Shareholders and Related Party Transactions 51Item 7AMajor Shareholders 51Item 7BRelated Party Transactions 52Item 7CInterests of Experts and Counsel 53Item 8Financial Information53Item 8AConsolidated Statements and Other Financial Information 53Item 8BSignificant Changes 54Item 9The Offer and Listing 54Item 9AOffer and Listing Details 54Item 9BPlan of Distribution 55Item 9CMarkets 55Item 9DSelling Shareholders55Item 9EDilution55Item 9FExpenses of the Issue55Item 10Additional information56Item 10AShare Capital 56Item 10BMemorandum and Articles of Association 56Item 10CMaterial Contracts 63Item 10DExchange Controls 64Item 10ETaxation 65Item 10FDividends and Paying Agents 70Item 10GStatement by Experts 70Item 10HDocuments on Display 71Item 10ISubsidiary Information 71Item 11Quantitative and Qualitative Disclosures about Market Risk 71Item 12D