0001144204-14-043015.txt : 20140715 0001144204-14-043015.hdr.sgml : 20140715 20140715113749 ACCESSION NUMBER: 0001144204-14-043015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140715 DATE AS OF CHANGE: 20140715 GROUP MEMBERS: APEX GLORY HOLDINGS LTD GROUP MEMBERS: XIUSHENG WANG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fuwei Films (Holdings), Co. Ltd. CENTRAL INDEX KEY: 0001381074 STANDARD INDUSTRIAL CLASSIFICATION: UNSUPPORTED PLASTICS FILM & SHEET [3081] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82636 FILM NUMBER: 14975090 BUSINESS ADDRESS: STREET 1: NO. 387 DONGMING ROAD CITY: WEIFANG, SHANDONG STATE: F4 ZIP: 261000 BUSINESS PHONE: 86.536.8788.106 MAIL ADDRESS: STREET 1: NO. 387 DONGMING ROAD CITY: WEIFANG, SHANDONG STATE: F4 ZIP: 261000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hong Kong Ruishang International Trade Co., Ltd CENTRAL INDEX KEY: 0001611956 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: XINXING ROAD 377 STREET 2: KENLI ECONOMIC DEVELOPMENT ZONE CITY: DONGYING CITY, SHANDONG PROVIN STATE: F4 ZIP: 257500 BUSINESS PHONE: 86-18954687779 MAIL ADDRESS: STREET 1: XINXING ROAD 377 STREET 2: KENLI ECONOMIC DEVELOPMENT ZONE CITY: DONGYING CITY, SHANDONG PROVIN STATE: F4 ZIP: 257500 SC 13D/A 1 v376557_sc13da.htm SC 13D/A

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C.  20549

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)

 

Fuwei Films (Holdings) Co., Ltd.

(Name of Issuer)

 

Ordinary Shares, $.129752 par value

 

(Title of Class of Securities)

 

G3704F 10 2

 

(CUSIP Number)

 

Mitchell Nussbaum, Esq., Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154 

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

March 25, 2014

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box.  o

 

*  The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 
 

 

1

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Hongkong Ruishang International Trade Co., Ltd.

 

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  £

(b) £

3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO(1)

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

£
6

CITIZENSHIP OR PLACE OF ORGANIZATION

PEOPLE’S REPUBLIC OF CHINA

 

 

NUMBER OF SHARES 7

SOLE VOTING POWER

0

BENEFICIALLY OWNED 8

SHARED VOTING POWER

6,912,503

BY EACH REPORTING 9

SOLE DISPOSITIVE POWER

0

PERSON WITH: 10

SHARED DISPOSITIVE POWER

6,912,503

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,912,503

 
12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

52.9%

 
14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

 

  

(1) The shares were obtained pursuant to the transactions described in Item 4, below.

 

 
 

  

1

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Apex Glory Holdings Limited

 

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  £

(b) £

3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

£
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

 

 

NUMBER OF SHARES 7

SOLE VOTING POWER

0

BENEFICIALLY OWNED 8

SHARED VOTING POWER

6,912,503

BY EACH REPORTING 9

SOLE DISPOSITIVE POWER

0

PERSON WITH: 10

SHARED DISPOSITIVE POWER

6,912,503

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,912,503

 
12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

52.9%

 
14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

 

 

 
 

 

1

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Xiusheng Wang

 

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  £

(b)  £

3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

£
6

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

 

 

NUMBER OF SHARES 7

SOLE VOTING POWER

0

BENEFICIALLY OWNED 8

SHARED VOTING POWER

6,912,503

BY EACH REPORTING 9

SOLE DISPOSITIVE POWER

0

PERSON WITH: 10

SHARED DISPOSITIVE POWER

6,912,503

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,912,503

 
12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

52.9%

 
14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

 

 
 

 

Introductory Note

 

This Schedule 13D/A amends and supplements the information provided by Apex Glory Holdings Limited, a wholly-owned subsidiary of Eastfaith Holdings Limited, a British Virgin Islands corporation (“Apex Glory”) and Mr. Jun Yin (“Mr. Yin”) in the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2011.

 

The primary purpose of this Schedule 13D is to reflect a change in ownership of Fuwei Films (Holdings) Co., Ltd., a Cayman Islands corporation (the “Company”) that occurred as a result of the transfer of ordinary shares of Apex Glory from the Weifang State-Owned Assets Operation Administration Company (the “Administration Company”), a wholly-owned subsidiary of Weifang State-Owned Asset Management and Supervision Committee (the “Weifang Committee”) to Hongkong Ruishang International Trade Co., Ltd. (“Hongkong Ruishang”) Shandong SNTON Optical Materials Technology Co., Ltd. (“Shandong Optical”), a Company controlled by Mr. Xiusheng Wang (Mr. Wang”) that was entrusted to acquire the shares on behalf of Hongkong Ruishang,but exercises no voting dispositive control over such shares.

 

This Schedule 13D is filed jointly by Apex Glory, Hongkong Ruishang and Mr. Wang, who are collectively referred to herein as the “Reporting Persons”.

 

Item 1. Security and Issuer.

 

This statement relates to the ordinary shares, par value $0.129752 per share (the “Ordinary Shares”), of the Company.  Based on the Company’s Annual Report on Form 20-F filed on April 11, 2014, as of April 11, 2014, the Company had 13,062,500 ordinary shares outstanding.  The address of the Company ’s principal executive office is No. 387 Dongming Road, Weifang, Shandong, People’s Republic of China, 261061. This statement is filed to disclose the transfer of beneficial ownership of the Company’s ordinary shares previously controlled by the Administration Company.

 

Item 2. Identity and Background.

 

This statement is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act.

 

Hongkong Ruishang is located at Room 1401, 14 Floor, World Commerce Centre, Harbour City, 7-11 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong.

 

 
 

 

Apex Glory is a British Virgin Islands corporation whose registered address is at P.O. Box 957, Offshore Incorporatrons Center, Road Town, Tortola, British Virgin Islands. Mr. Dong Benjie is the sole Director of Apex Glory.

  

During the past five years, neither of the Reporting Persons has been convicted in a criminal proceeding, nor have either of them been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

On March 25, 2014, beneficial ownership of 6,912,503 ordinary shares of the Company previously owned by the Administration Company through Apex Glory Holdings Limited, a British Virgin Islands corporation, was transferred to the Hongkong Ruishang.

 

Item 4. Purpose of Transaction.

 

The transfer of ownership of the Ordinary Shares of the Company previously owned by the former shareholder of the Company, Administrative Company, was the result of a public auction held in Jinan, Shandong Province, China. Shandong Optical, who was entrusted to acquire the shares on behalf of Hongkong Ruishang, was registered as the successful bidder for the public auction.

 

Item 5. Interest in Securities of the Issuer.

 

  a) Hongkong Ruishang is the beneficial owner of 6,912,503 Ordinary Shares of the Company, which are held directly by its wholly-owned subsidiary Apex Glory.  Hongkong Ruishang beneficially owns 52.9% of the ordinary shares of the Company. Apex Glory is the owner of 6,912,503 Ordinary Shares of the Company representing 52.9% beneficial ownership.

 

  b) Hongkong Ruishang and Mr. Wang control the power to vote and dispose of 6,912,503 ordinary shares of the Company. Apex Glory shares the power to vote and dispose of 6,912,503 Ordinary Shares of the Company.

 

 
 

 

  c)  The Reporting Persons have not effected any transactions in the Ordinary Shares of the Company in the past sixty days other than as reported herein.

 

  d) Not applicable.

 

  e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer.

 

The disclosure set forth in Items 3 and 4, above, is incorporated herein by reference.

 

1. Materials to be Filed as Exhibits.
10. Letter of Authorization dated March 25, 2014 by Hongkong Ruishang International Trade Co., Ltd.

  

 
 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

 

Date: July 15, 2014

  HONGKONG RUISHANG INTERNATIONAL TRADE CO., LTD.  
       
       
  By: /s/ Xiusheng Wang  
    Name: Xiusheng Wang  
    Title:  Director  
       
       
  By: /s/ Benjie Dong  
    Name: Benjie Dong  
    Title: Director  
       
       
  Apex Glory Holdings Limited  
       
       
  By: /s/ Benjie Dong  
    Name: Benjie Dong  
    Title:  Director  

  

 

 

EX-10 2 v376557_ex10.htm LETTER OF AUTHORIZATION

Letter of Authorization

 

(Unofficial English Translation Solely for Convenience)

 

The Trustor: Hongkong Ruishang International Trade Co., Ltd.

 

Principal Address: Room 1401, 14 Floor, World Commerce Centre, Harbor City, 7-11 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong.

 

Legal Representative: Xiusheng Wang               Position: Board Chairman

  

The Trustee: Shandong SNTON Optical Materials Technology Co., Ltd.

 

Principal Address: Xinxing Road 377, Kenli Economic Development Zone, Dongying City, Shandong Province, PRC.

 

Legal Representative: Zhongmin Wang              Position: Board Chairman

 

 

Commitment Items:

 

1. The Trustee is entrusted by the Trustor to participate in the auction bidding of 52.9% of Fuwei Films (Holdings) ordinary shares in the name of the Trustee.

 

2. The Trustee is entrusted by the Trustor to handle all the formalities regarding auction bidding and pay security deposit and settlement amount in the name of the Trustee.

 

3. The Trustor owns and directly accepts the transfer of 52.9% of Fuwei Films (Holdings) ordinary shares auctioned by the Trustee in the name of its own.

 

4All the legal responsibilities arising from activities by the Trustee for the purpose of commitment in the name of its own are borne by the Trustor.

 

 

The Trustor: Hongkong Ruishang International Trade Co., Ltd.

  

Legal Representative

 

March 25, 2014