BEIJING, Dec. 23,
2022 /PRNewswire/ -- BaiJiaYun Limited ("BaiJiaYun")
today announced the successful completion of the transaction (the
"Transaction") previously announced on July
19, 2022 between BaiJiaYun and Fuwei Films (Holdings) Co.,
Ltd. ("Fuwei Films" or the "Company"). As announced on September 26, 2022, the Transaction and certain
additional Transaction-related proposals were approved by Fuwei
Films' shareholders at an extraordinary general meeting held on
September 24, 2022 (the "EGM"). Among
such proposals, the Company's name will be changed from "Fuwei
Films (Holdings) Co., Ltd." to " Baijiayun Group Ltd". The Company
continues to be listed on Nasdaq and its ticker is expected to be
changed from "FFHL" to "RTC".
Completion of Transaction
Pursuant to the Agreement and Plan of Merger, dated July 18, 2022, by and between Fuwei Films and
BaiJiaYun (the "Merger Agreement"), at the closing of the
Transaction (the "Closing"), the then shareholders of BaiJiaYun
exchanged all of the issued and outstanding share capital of
BaiJiaYun for newly issued shares of the Company on the terms and
conditions set forth in the Merger Agreement. As a result of the
Transaction, BaiJiaYun has become a wholly-owned subsidiary of the
Company. Immediately prior to the Closing, the third amended and
restated memorandum of association and the second amended and
restated articles of association of the Company, as approved at the
EGM, became effective. Immediately after the Closing, the
securities issued and outstanding of the Company will be: (i)
29,201,849 class A ordinary shares, (ii) 54,583,957 class B
ordinary shares, and (iii) warrants to subscribe for 17,964,879
class A ordinary shares.
In connection with the Transaction, Linklaters served as legal
counsel to BaiJiaYun.
Name and Ticker
As approved at the EGM, the Company's name will be changed from
"Fuwei Films (Holdings) Co., Ltd." to "Baijiayun Group Ltd " effective from the
date of entry of the new name in place of the existing name of the
Company on the register of companies maintained by the Registrar of
Companies in the Cayman Islands.
The ticker of the Company is expected to be changed from "FFHL" to
"RTC".
New Board and Management
The Company's board of directors (the "Board") and management
currently consist of the following members, effective upon the
Closing in accordance with the Merger Agreement:
- Mr. Gangjiang Li, the founder of BaiJiaYun, has been appointed
the chairman of the Board, the Company's chief executive officer,
and the chairperson of the compensation committee of the
Board.
- Mr. Yi Ma, previously a director
of BaiJiaYun, has been appointed a director and the president of
the Company and the chairperson of the nominating and corporate
governance committee of the Board.
- Mr. Chun Liu has been appointed
an independent director of the Company, a member of the audit
committee of the Company and a member of the compensation committee
of the Board.
- Mr. Erlu Lin has been appointed an independent director of the
Company, the chairperson of the audit committee of the Board and a
member of the nominating and corporate governance committee of the
Board.
- Mr. Lei Yan, previously the chief executive officer and
chairman of the Board of Fuwei Films, has been appointed a director
of the Company.
- Mr. Yong Fang has been appointed
the chief financial officer of the Company.
Ms. Jingjing Cheng, previously
the chief financial officer and a director of Fuwei Films, Mr. Tee
Chuang Khoo, Mr. Junying Liu, and Mr. Lihang Geng, each previously an independent
director of Fuwei Films, have all resigned from their respective
roles.
About Baijiayun Group
Ltd
Baijiayun Group Ltd and its subsidiaries ("Baijiayun Group") is
a video-centric technology solution provider with core expertise in
SaaS/PaaS solutions. Baijiayun Group is committed to delivering
reliable, high-quality video experiences across devices and
localities and have grown rapidly since the inception in 2017.
Premised on its industry-leading video-centric technologies,
Baijiayun Group offers a wealth of video-centric technology
solutions including Video SaaS/PaaS, Video Cloud and Software,
Video AI and System Solutions. Baijiayun Group is catered to the
evolving communications and collaboration needs of enterprises of
all sizes and industry, which makes Baijiayun Group a one-stop
video technology solution provider.
Safe Harbor Statement
This press release contains certain "forward-looking
statements." These statements are made under the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of
1995. Statements that are not historical facts, including
statements about the parties' perspectives and expectations, are
forward-looking statements. The words "will," "expect," "believe,"
"estimate," "intend," "plan" and similar expressions indicate
forward-looking statements.
Such forward-looking statements are inherently uncertain, and
shareholders and other potential investors must recognize that
actual results may differ materially from the expectations as a
result of a variety of factors. Such forward-looking statements are
based upon management's current expectations and include known and
unknown risks, uncertainties and other factors, many of which are
hard to predict or control, that may cause the actual results,
performance, or plans to differ materially from any future results,
performance or plans expressed or implied by such forward-looking
statements. The forward-looking information provided herein
represents the Company's estimates as of the date of this 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.
A further list and description of risks and uncertainties can be
found in the proxy statement filed as exhibit 99.2 to the Form 6-K
on August 22, 2022, and other
documents that the parties have filed or furnished, or may file or
furnish with the SEC, which you are encouraged to read. Should one
or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary
materially from those indicated or anticipated by such
forward-looking statements. Accordingly, you are cautioned not to
place undue reliance on these forward-looking statements.
Forward-looking statements relate only to the date they were made,
and the Company, BaiJiaYun and their subsidiaries and affiliates
undertake no obligation to update forward-looking statements to
reflect events or circumstances after the date they were made
except as required by law or applicable regulation.
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SOURCE Fuwei Films