UNITED STATES

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 the Month of December 2019

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.

Form 20-F x 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.

Yes ¨ No x

If “Yes” marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-      

Other Information

Attached hereto as Exhibit 99.1 is a Notice of Annual General Meeting of Shareholders and Proxy Statement of Fuwei Films (Holdings) Co., Ltd. (the “Company”) relating to the Company’s 2019 Annual General Meeting.

Where to Find Additional Information

Shareholders are urged to carefully read the proxy statement, because it contains important information about the Company and 2019 Annual General Meeting of Shareholders. Copies of the proxy statement and other documents filed by the Company will be available at the website maintained by the Securities and Exchange Commission (the “SEC”) at www.sec.gov. Copies of such filings can also be obtained, without charge, by directing a request to Fuwei Films (Holdings) Co., Ltd., No. 387 Dongming Road, Weifang Shandong, China 261061.

Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: November 14, 2019

EXHIBIT INDEX

Exhibit 99.1

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 2019 Annual General Meeting of Shareholders (the “Annual General Meeting”) of Fuwei Films (Holdings) Co., Ltd. to be held at Fuwei Films (Shandong) Co., Ltd., No. 387 Dongming Road, Weifang, Shandong, China on December 17, 2019 at 9:30 a.m. (Beijing Time). The matters to be acted upon at the Annual General Meeting are set forth and described in the Notice of the 2019 Annual General Meeting of Shareholders and Proxy Statement which are attached hereto. We request that you read all of them carefully.

We hope that you will attend the Annual General Meeting. Whether or not you expect to attend the Annual General Meeting in person, we urge you to sign, date and return the enclosed Proxy Card in the enclosed postage prepaid envelope (if mailed in the United States) as promptly as possible. You may, of course, attend the Annual General Meeting and vote in person even if you have signed and returned your Proxy Card to us.

Sincerely,

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 2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 17, 2019

To the Shareholders of Fuwei Films (Holdings), Co., Ltd.:

NOTICE IS HEREBY GIVEN that the 2019 Annual General Meeting of Shareholders (the “Meeting”) of Fuwei Films (Holdings), Co., Ltd. (“Fuwei” or the “Company”) will be held at Fuwei Films (Shandong) Co., Ltd., No. 387 Dongming Road, Weifang, Shandong, China on December 17, 2019 at 9:30 a.m. (Beijing Time), to consider and act upon the following matters:

Information regarding the matters to be acted upon at the Annual General Meeting is contained in the accompanying Proxy Statement. This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of the Company.

The close of business on November 12, 2019 has been fixed as the record date for the determination of shareholders entitled to receive the notice of and vote at the Annual General Meeting or any adjournments thereof.

All shareholders are cordially invited to attend the Annual General 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.

The notice of the Annual General Meeting, Proxy Statement, and form of proxy will first be mailed to shareholders on or about November 18, 2019.

By Order of the Board of Directors,

VOTING SECURITIES

Only holders of ordinary shares of the Company (“Shares”) of record at the close of business on November 12, 2019, are entitled to vote at the Annual General Meeting. On the record date, the Company had outstanding and entitled to vote: 3,265,626 Shares. For purposes of voting at the Annual General Meeting, each Share is entitled to one vote upon all matters to be acted upon at the Annual General Meeting. Not less than 33 1/3% of the votes of the outstanding Shares held by at least two shareholders represented at the Annual General 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 shareholders present and entitled to vote at the Annual General Meeting is required on election of directors and the ratification of the appointment of KSP Group, Inc., independent certified public accountants, as our independent registered public accounting firm for the year ending December 31, 2019 as set out in resolutions nos. 1 and 2 of the notice of the Annual General Meeting. The affirmative vote of a majority of not less than two-third of votes cast by the shareholders present and entitled to vote at the Annual General Meeting is required on the amendments to the memorandum of association of the Company as set out in resolution no. 3 as stated in the notice of the Annual General Meeting. 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 November 12, 2019, 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 the 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.

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.

Mr. Zengyong Wang has been our Chairman of the Board of Directors and Chief Executive Officer since January 2015. He has been a director and Vice President of Shandong SNTON Group Co., Ltd. (the “SNTON Group”) since February 2006, where he has been responsible for SNTON Group’s business management affairs, production planning and management and the supply market of SNTON Group’s subsidiaries. Mr. Wang has more than ten years of large-scale enterprise group management experience. From January 2001 to February 2006, Mr. Wang served as a member of the Board of Supervisors of SNTON Group. From October 2003 to February 2006, Mr. Wang was the director of human resources of SNTON Group. From January 1995 to October 2003, Mr. Wang was the General Manager responsible for the overall management of operations of SNTON Hualu New Materials Co., Ltd., of which the main products were new patterns of middle and high pressed glass fiber reinforced plastic composite pipe fittings used for oil translation. In 2009, Mr. Wang studied in a selected EMBA class in Tsinghua University School of Economics and Management. From 2000 to 2002, Mr. Wang studied Economics and Management in Shandong Provincial Committee Party School. In March 2001, Mr. Zengyong Wang received his professional title of Senior Engineer certificate awarded by Shandong Province Office of Personnel.

Mr. Benjie Dong has been a director of Shandong SNTON Group Co., Ltd. (“SNTON Group”) since December 2012, and the vice president of SNTON Group since October 2005. From October 2005 to December 2012, Mr. Dong was the vice general manager and head of the finance department of SNTON Group and he was the finance minister of SNTON Group from May 2003 to October 2005. Prior to this, he was the vice finance minister of SNTON Group from June 2000 to May 2003. Mr. Dong joined SNTON Group in March 1996 as an accountant until June 2000. Prior to joining Shandong SNTON Group, he worked at Shandong Kenli County Oil Chemical Factory as an accountant from October 1995 to March 1996. Mr. Dong studied Business Management and received his postgraduate degree from the City University of Macau in 2009. From 2002 to 2005, he studied Economics and Management and received his bachelor degree from Shandong University of Technology. From 1997 to 1999, Mr. Dong studied Economics and Management and received his college degree from the Shandong Provincial Committee Party School. From 1993 to 1995, Mr. Dong studied at Dongying Television University where he obtained his degree in accounting.

Yong Jiang has been the Secretary of the Board of Directors since April 2011. Since July 2014, Mr. Jiang has been the vice president of Fuwei Films (Shandong) Co., Ltd. where he has been responsible for the product sale. He was assistant President of Fuwei Films (Shandong) Co., Ltd. from 2007 to June 2014. From 2003 to 2006, he served as assistant manager, deputy manager and manager of the marketing department for Shandong Fuwei. In 1998, he joined Weifang Neoluck Plastic Co., Ltd. where he was responsible for overseas sales and production planning. In December 2015, Mr. Jiang obtained his EMBA degree in Nankai University. In 1998, he received his bachelor’s degree in Information Management and Information System from Shandong University.

Proposal 1

RE-ELECTION OF DIRECTORS

Under our articles of association, at each annual general meeting one-third of our directors (or, if their number is not a multiple of three (3), the number nearest to but not greater than one-third) shall retire from office by rotation. A retiring director is eligible for re-election. The chairman of the Board and/or the managing director of the Company, whilst holding such office, shall not be subject to retirement by rotation or be taken into account in determining the number of Directors to retire in each year. As Mr. Zengyong Wang is holding office of the chairman of the Board, he will not be subject to retirement by rotation under our articles of association. The sole member of the Corporate Governance and Nominating Committee has recommended Mr. Tee Chuang Khoo for re-election at the Meeting.

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.

Under our articles of association, the directors shall have the power from time to time and at any time to appoint any person as a director to fill a casual vacancy on the Board or as an addition to the existing Board. Any director so appointed by the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

Upon his election, Mr. Tee Chuang Khoo will serve as a director, and be subject to retirement and rotation in accordance with the Company’s articles of association and/or until his successor is elected.

DIRECTORS

The directors of the Company are currently as follows:

Information about Directors

Set forth below is certain information with respect to Mr. Junying Liu, Mr. Jianguo Zhang, and Mr. Tee Chuang Khoo. Information with respect to Mr. Zengyong Wang and Mr. Benjie Dong is set forth under the section titled “Executive Officers” above.

Junying Liu has been an independent director, a member of each of the Audit Committee and the Compensation Committee, and the chairman and sole member of the Corporate Governance and Nominating Committee of the Company since December 31, 2016. Mr. Liu acted as a counsel of China Lucky Group Corporation (“Lucky Group”) which is a subsidiary of China Aerospace Science and Technology Corporation (“ASTC”) from December 2013 to December 2015. He got his lifelong qualification certificate of Research Fellow (the position of Research Fellow equals to a Professorate Senior Engineer) in 2013 granted by ASTC and was retired in 2013. He was the General Manager of Hefei Lucky Science & Technology Industry Company and Vice Chief Engineer of Lucky Group from February 2007 to November 2013. Mr. Liu was the General Manager of both Lucky Group’s Films Business Division and Baoding Lucky Films Co., Ltd. from February 1997 to January 2007. Mr. Liu got his positional title of Senior Engineer in 1997. Mr. Liu was the President of the Film Base Factory of Lucky Group from February 1993 to January 1997. Mr. Liu was the Director of Administrative Department of Lucky Group from January 1991 to February 1993. He was the Vice Chairman of Association of Science of Lucky Group from 1985 to 1991. Mr. Liu was a lab technician and an engineer of Lucky Group from 1980 to 1985. Mr. Liu graduated and obtained his bachelor’s degree majored in Photosensitive Materials in 1980 from East China University of Science and Technology.

Jianguo Zhang has been the Vice Chairman and General Manager of CCS (Shanghai) Functional Films Industry Co., Ltd. since August 2015, where he has been responsible for the manufacturing, development and management operation of functional films. In addition, he has been the Chairman of Shanghai Pudong Science and Technology Venture Investment Co., Ltd., a company engaged in equity investment, since September 2010, where he has been responsible for the management of venture capital fund. From April 2008 to July 2010, he was the Vice General Manger of Medium and Thick Steel Plate Branch of Baoshan Iron & Steel Co., Ltd., where he was responsible for the production, technology, energy, security and environmental protection of the company. From February 2008 to April 2008, Mr. Zhang was the Vice Chairman and General Manager of Nantong Baosteel Iron Co., Ltd., responsible for the general operation management and the iron and steel smelting. From April 2001 to February 2008, he acted as the Vice Chairman and General Manager of Nantong Baosteel & Nippon Steel Manufacturing Co., Ltd., responsible for the general operation management and the iron and steel smelting. From April 1997 to April 2001, he was the Assistant of General Manager and Vice General Manager of Nantong Baosteel & Nippon Steel Manufacturing Co., Ltd. where he was responsible for the manufacturing, technology and equipment of Iron and steel smelting. Mr. Zhang received his EMBA at Fudan University in June 2010. In July 2004, Mr. Zhang received his Master of Business Administration at Adult Education College of Shanghai Jiao Tong University. From January 1999 to July 2001, he studied Administrative Management at Shanghai Administrative Management College of Further Education where he obtained his college degree.

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. 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 received a Bachelor of Arts in Finance & Management from the University of Oregon (USA), a Master’s 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.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE ABOVE NOMINEE.

Director Compensation

We reimburse directors 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, a group of 6 persons for the year ended December 31, 2018 was approximately RMB1.1 million. Mr. Zengyong Wang and Mr. Benjie Dong entered into a Service Agreement with Shandong SNTON Group Co., Ltd. (“SNTON Group”) separately and their salaries are paid by SNTON Group. No executive officer is entitled to any severance benefits upon termination of his or her employment with the Company.

Board Committees

The Board of Directors has a Compensation Committee, a Corporate Governance and Nominating Committee and an Audit Committee.

Compensation Committee

The members of the Compensation Committee during 2018 were Tee Chuang Khoo and Junying Liu.

Our Compensation Committee is responsible for, among other things:

The Compensation Committee held one meeting and acted by one written consent during the fiscal year ended December 31, 2018.

Corporate Governance and Nominating Committee.

Junying Liu is the sole member of our Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee operates under a written charter, a copy of which was included as Appendix A to our proxy statement for our Annual General Meeting held in 2007.

Our Corporate Governance and Nominating Committee is responsible for, among other things:

The Corporate Governance and Nominating Committee did not hold any meetings and acted by one written consent during the fiscal year ended December 31, 2018.

Audit Committee

Our Audit Committee currently consists of Tee Chuang Khoo, Junying Liu and Jianguo Zhang. Tee Chuang Koo qualifies as an audit committee financial expert, as defined under Item 407 of Regulation S-K. The Board adopted a written charter for the Audit Committee, a copy of which was included as Appendix B to our proxy statement for our Annual General Meeting held in 2007.

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:

The Audit Committee members held one meeting and acted by one written consent during the fiscal year ended December 31, 2018.

Meetings of the Board

The Board of Directors did not hold a meeting and acted by written consent on six (6) occasions during the fiscal year ended December 31, 2018.

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. All 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 Audit Committee has reviewed with management the audited financial statements in the Company’s Annual Report on Form 20-F for the year ended December 31, 2018, 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 Audit Committee asks them to address, and discusses their responses to several questions that the Audit Committee believes are particularly relevant to its oversight. These questions include:

The Audit 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 Audit Committee also discussed with the independent auditors all other matters required to be discussed by the auditors with the Audit Committee under Statement on Auditing Standards No. 1301 (“Communication with Audit Committees”). The Audit 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, 2018 was compatible with the independent auditors’ independence.

In performing all of these functions, the Audit Committee acts only in an oversight capacity. The Audit Committee reviews the Company’s SEC reports prior to filing and intends to continue this practice in the future. In addition, the Audit Committee reviews all quarterly earnings announcements in advance of their issuance with management and representatives of the independent auditors. In its oversight role, the Audit 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 April 2019, 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, 2018 for filing with the Securities and Exchange Commission.

The Audit Committee and the Board have also recommended the appointment of KSP Group, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

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. The Code of Business Conduct and Ethics can be found on our website at www.fuweiholdings.com and 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 during 2018 were Tee Chuang Khoo, and Mr. Junying Liu. Tee Chuang Khoo and Junying Liu are not now, and have never been, officers or employees of the Company or any of our subsidiaries.

Tee Chuang Khoo and Junying Liu 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

Effective on March 10, 2017, the Company's principal accountant and auditor, Kabani & Company, Inc. (“Kabani”) resigned as the Company's independent registered public accounting firm and auditor, as Kabani no longer provides audit services.

Kabani’s issued report on the Company's financial statements for the fiscal years ended December 31, 2016 and 2015 did not contain an adverse opinion or disclaimer of opinion, and was prepared using U.S. generally accepted accounting principles applicable to a going concern.

As a result of Kabani’s resignation, the Board of Directors of the Company approved the appointment of KSP Group, Inc. (“KSP”) as the Company’s new independent registered public accounting firm and auditor on March 14, 2017 to fill the vacancy in accordance with the Articles of Association of the Company.

A representative of KSP is expected to be present at the Annual General 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 YEARS ENDED DECEMBER 31, 2018 and 2017.

The audit fee of our current independent registered public accounting firm, KSP Group, Inc. (“KSP”) in connection with review and audit fee for 2018 and 2017 was US$142,500 and US$ US$142,500, respectively.

The audit related fee of KSP including expenses for responding to SEC comments and out-of-pocket expenses, such as traveling and lodging, for the fiscal years ended December 31, 2018 and 2017 amounted to US$2,307 and US$1,888, respectively.

There were no fees paid to Kabani for the fiscal years ended December 31, 2018 and 2017.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSAL TO RATIFY AND APPROVE THE APPOINTMENT OF KSP GROUP, INC. AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018.

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:

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:

Proposal 3

Amending its memorandum of association to reflect the PREVIOUSLY-EFFECTED Share Consolidation

At an extraordinary general meeting of the Company held on December 5, 2016, a resolution was passed approving a consolidation of every four issued and unissued ordinary shares of par value US$0.129752 per share into one ordinary share of par value US$0.519008 per share, of the Company (the “Share Consolidation”), which consolidation was implemented with effect from December 6, 2016. The Company now proposes to amend the memorandum of association of the Company to reflect the new authorised number of shares and par value of shares of the Company following the Share Consolidation.

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 Annual General Meeting. If any other matters should properly come before the Annual General 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, 2018, 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.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING TO BE HELD ON DECEMBER 17, 2019

The proxy statement, annual report to shareholders and related materials are available on the Company’s website www.fuweiholdings.com under the heading “Annual Report,” which can be accessed by clicking on “Investor Relations” on the home page of the site.

OTHER MATTERS

Management is not aware of any matters to be presented for action at the Annual General Meeting, except matters discussed in the Proxy Statement. If any other matters properly come before the Annual General Meeting, it is intended that the shares represented by proxies will be voted in accordance with the judgment of the persons voting the proxies.

WHERE YOU CAN FIND MORE INFORMATION

Fuwei Films (Holdings) Co., Ltd. files annual and current reports on Forms 20-F and 6-K, respectively, 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.

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 General Meeting. We also incorporate by reference into this proxy statement the following documents that we filed with the SEC under the Exchange Act:

SHAREHOLDER PROPOSALS

The Annual General Meeting of Shareholders for the year 2019 is expected to be held in December 2020. Any shareholder proposal intended to be included in the Company’s proxy statement and form of proxy for presentation at the 2019 Annual General Meeting of Shareholders (the “2019 Annual General 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 August 10, 2020. As to any proposals submitted for presentation at the 2019 Annual General Meeting outside the processes of Rule 14a-8, the proxies named in the form of proxy for the 2019 Annual General Meeting will be entitled to exercise discretionary authority on that proposal unless the Company receives notice of the matter on or before May 11, 2020.

FUWEI FILMS (HOLDINGS) CO. LTD.

PROXY FOR ANNUAL GENERAL MEETING

TO BE HELD ON DECEMBER 17, 2019

The undersigned shareholder of Fuwei Films (Holdings) Co. Ltd., a Cayman Islands corporation (the “Company”), holding ______________ shares in the Company, hereby acknowledges receipt of the Notice of Annual General Meeting of Shareholders and Proxy Statement and hereby appoints any one of Zengyong Wang and Yong Jiang as proxy and attorney-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 General Meeting of Shareholders of the Company to be held at 9:30 a.m. (Beijing Time), at Fuwei Films (Shandong) Co., Ltd., No. 387 Dongming Road, Weifang, Shandong, China on December 17, 2019, or at any adjournment thereof, and to vote, as designated below, all shares of ordinary shares 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.

WITHHOLD AUTHORITY to vote for nominee listed above.

A vote FOR the nominee includes discretionary authority to vote for a substitute nominee if the nominee listed becomes unable or unwilling to serve.

2.  As ordinary resolution, to ratify the appointment of KSP Group, Inc. as the Company’s independent auditors and authorizing the board of directors to fix their remuneration.

3.  As a special resolution, to amend the Company’s memorandum of association and adoption of second amended and restated memorandum of association to reflect the previously-effected share consolidation approved at the extraordinary general meeting held on December 5, 2016. (for full text of the resolutions, please refer to the notice of the Annual General Meeting)

4.  To transact any other business as may properly be presented at the Annual General 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.

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.

2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS

December 17, 2019

The undersigned hereby appoints any one of Zengyong Wang and Yong Jiang as proxy and attorney-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 General Meeting of Shareholders of the Company to be held at 9:30 a.m. (Beijing Time), at Fuwei Films (Shandong) Co., Ltd. located at No. 387 Dongming Road, Weifang, Shandong, China on December 17, 2019, 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 Annual General Meeting.

(Continued and to be signed on the reverse side.)