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| CIK | 1381074 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Fuwei Films (Holdings) Co
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| May 14, 2025 |
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 May 2025 Commission File No. |
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| April 25, 2025 |
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 April 2025 Commission File No. |
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| April 10, 2025 |
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 April 2025 Commission File No. |
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| April 10, 2025 |
Exhibit 99.1 BAIJIAYUN GROUP LTD 24F, A1 South Building, No. 32 Fengzhan Road Yuhuatai District, Nanjing People’s Republic of China April 10, 2025 Dear Shareholders: You are cordially invited to attend the 2025 Annual General Meeting of Shareholders (the “2025 Annual General Meeting”) of Baijiayun Group Ltd to be held at 24F, A1 South Building, No. 32 Fengzhan Road, Yuhuatai District, Nanjing, Chi |
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| March 21, 2025 |
Exhibit 99.1 Baijiayun Group Ltd Announces Receipt of Nasdaq Delisting Notification Regarding Minimum Bid Price Deficiency BEIJING, China, March 21, 2025 — Baijiayun Group Ltd (“Baijiayun” or the “Company”) (Nasdaq: RTC), a one-stop AI video solution provider, today announced that it had received a written notification (the “Notice”) from the Listing Qualifications (the “Staff”) of The Nasdaq Stoc |
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| March 21, 2025 |
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 March 2025 Commission File No. |
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| March 19, 2025 |
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 March 2025 Commission File No. |
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| March 12, 2025 |
Baijiayun Group Ltd Announces the Appointment of Independent Directors Exhibit 99.1 Baijiayun Group Ltd Announces the Appointment of Independent Directors BEIJING, China, March 12, 2025 — Baijiayun Group Ltd (“Baijiayun” or the “Company”) (Nasdaq: RTC), a one-stop AI video solution provider, today announced a change in its board of directors (the “Board”). Mr. Erlu Lin tendered to the Board his resignation as an independent director of the Board and the chair and a m |
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| March 12, 2025 |
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 March 2025 Commission File No. |
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| February 28, 2025 |
Exhibit 99.1 BAIJIAYUN GROUP LTD UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (All amounts in US$, except for share data) December 31, 2024 June 30, 2024 ASSETS Current assets Cash and cash equivalents 14,532,718 8,703,667 Restricted cash 373,175 374,824 Notes receivable 39,565 177,663 Accounts receivable, net 27,878,800 23,971,889 Prepayments 8,636,324 6,595,391 Prepayments - related parties 6 |
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| February 28, 2025 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This management’s discussion and analysis is designed to provide you with a narrative explanation of our financial condition and results of operations for the six months ended December 31, 2023 and 2024. This section should be read in conjunction with our unaudited consolidated financial statements a |
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| February 28, 2025 |
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 February 2025 Commission File No. |
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| December 31, 2024 |
Baijiayun Group Ltd Up to 4,378,380 Class A Ordinary Shares Filed Pursuant to Rule 424(b)(5) Registration No. 333-283882 PROSPECTUS Baijiayun Group Ltd Up to 4,378,380 Class A Ordinary Shares This prospectus relates to the resale of up to 4,378,380 Class A ordinary shares, par value US$0.0001 per share (the “Class A ordinary shares”) of Baijiayun Group Ltd, by YA II PN, LTD., a Cayman Islands exempt limited company (the “Selling Securityholder”). Pursuant |
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| December 26, 2024 |
Baijiayun Group Ltd 24F, A1 South Building, No. 32 Fengzhan Road Yuhuatai District, Nanjing 210000 The People’s Republic of China VIA EDGAR December 26, 2024 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549 Attn: Alexandra Barone Re: Baijiayun Group Ltd Registration Statement on Form F-3 Filed December 18, 2024 File |
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| December 18, 2024 |
BAIJIAYUN GROUP LTD Convertible Promissory Note Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| December 18, 2024 |
As filed with the Securities and Exchange Commission on December 18, 2024 As filed with the Securities and Exchange Commission on December 18, 2024 Registration No. |
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| December 18, 2024 |
Exhibit 107 Calculation of Filing Fee Tables F-3 (Form Type) Baijiayun Group Ltd (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Class A ordinary shares, par value US$0. |
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| December 6, 2024 |
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 2024 Commission File No. |
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| December 6, 2024 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of December 6, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and BAIJIAYUN GROUP LTD, an exempted company incorporated under the laws of the Cayman Islands (the “Company”). The Investor and the Company may be referred to herein individual |
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| December 6, 2024 |
STANDBY EQUITY PURCHASE AGREEMENT Exhibit 10.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of December 6, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and BAIJIAYUN GROUP LTD, an exempted company incorporated under the laws of the Cayman Islands (the “Company”). The Investor and the Company may be referred to herein in |
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| December 6, 2024 |
Exhibit 99.1 Baijiayun Announces Up To $15 Million Convertible Promissory Notes And $50 Million Standby Equity Purchase Agreement BEIJING, Dec. 6, 2024 /PRNewswire/ - Baijiayun Group Ltd ("Baijiayun" or the "Company") (NASDAQ: RTC), a one-stop AI video solution provider, today announced that it has entered into a Standby Equity Purchase Agreement (the “SEPA”), with YA II PN, Ltd. (“YA”), a fund ma |
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| December 6, 2024 |
BAIJIAYUN GROUP LTD Convertible Promissory Note Exhibit 4.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA |
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| November 13, 2024 |
EX-99.1 2 ea022121401ex99-1baijiayun.htm JOINT FILING AGREEMENT DATED AS OF NOVEMBER 13, 2024 Exhibit 1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity o |
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| November 13, 2024 |
RTC / Baijiayun Group Ltd / Duo Duo International Ltd - SCHEDULE 13D Activist Investment SC 13D 1 ea0221214-13dduobaijiayun.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Baijiayun Group Ltd (Name of Issuer) Class A ordinary shares, par value US$2.59504 per share (Title of Class of Securities) G0704V202 (CUSIP Number) Xin Zhang c/o 24F, A1 South Building, No. 32 Fengzhan Road Yuhuatai Dist |
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| November 12, 2024 |
RTC / Baijiayun Group Ltd / Li Gangjiang - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment SC 13D/A 1 ea0220807-13da3libaijiayun.htm AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment no. 3)* Baijiayun Group Ltd (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) G0704V202** (CUSIP Number) Gangjiang Li Tel.: +86-025-822 |
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| November 12, 2024 |
EX-99.1 2 ea022080701ex99-1baijiayun.htm JOINT FILING AGREEMENT DATED AS OF NOVEMBER 12, 2024 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them o |
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| November 7, 2024 |
EX-99.1 2 ea022036501ex99-1baijiayun.htm JOINT FILING AGREEMENT DATED AS OF NOVEMBER 7, 2024 Exhibit 1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of |
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| November 7, 2024 |
RTC / Baijiayun Group Ltd / Nuan Nuan Ltd - SCHEDULE 13D Activist Investment SC 13D 1 ea0220365-13dnuanbaijiayun.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Baijiayun Group Ltd (Name of Issuer) Class A ordinary shares, par value US$2.59504 per share (Title of Class of Securities) G0704V202 (CUSIP Number) Yi Ma c/o 24F, A1 South Building, No. 32 Fengzhan Road Yuhuatai Distric |
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| October 25, 2024 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yi Ma, certify that: 1. I have reviewed this annual report on Form 20-F of Baijiayun Group Ltd; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of th |
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| October 25, 2024 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Baijiayun Group Ltd (the “Company”) on Form 20-F for the fiscal year ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yi Ma, Chief Executive Officer of the Company, certify, purs |
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| October 25, 2024 |
Exhibit 15.1 Date: Oct 25, 2024 Baijiayun Group Ltd 24F, A1 South Building, No. 32 Fengzhan Road Yuhuatai District, Nanjing People’s Republic of China as the “Company” Dear Sir/Madam, We consent to the references to our firm under the heading “Item 3. Key Information—Permissions Required from the PRC Authorities for Our Operations”, “Item 3. Key Information—D. Risk Factors—Risks Related to Our Cor |
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| October 25, 2024 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Fangfei Liu, certify that: 1. I have reviewed this annual report on Form 20-F of Baijiayun Group Ltd; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light |
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| October 25, 2024 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Baijiayun Group Ltd (the “Company”) on Form 20-F for the fiscal year ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Fangfei Liu, Chief Financial Officer of the Company, certify |
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| October 25, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 (File No. 333-278663) of our report dated January 20, 2023 with respect to the audited consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit, and cash flows of BaiJiaYun Limited, before the adjustments |
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| October 25, 2024 |
Exhibit 2.2 Description of rights of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) The Class A ordinary shares, par value US$0.0001 per share (“Class A ordinary shares”) of Baijiayun Group Ltd (“we,” “us,” “our company” or “our”) are listed on the Nasdaq Global Market and the Class A ordinary shares are registered under Section 12(b) of the Secu |
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| October 25, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.3 山东浩信会计师事务所有限公司 Shandong Haoxin Certified Public Accountants Co., Ltd. 山东省潍坊市高新区东风东街 4899 号金融广场 10 号楼7楼 7th Floor, Building 10, Financial Square, No. 4899 Dong Feng East Str. High-tech District, Weifang, Shandong www.haoxincpa.com CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333 |
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| October 25, 2024 |
Shandong Haoxin Certified Public Accountants Co., Ltd. Exhibit 16.3 山东浩信会计师事务所有限公司 Shandong Haoxin Certified Public Accountants Co., Ltd. 山东省潍坊市高新区东风东街 4899 号金融广场 10 号楼7楼 7th Floor, Building 10, Financial Square, No. 4899 Dong Feng East Str. High-tech District, Weifang, Shandong www.haoxincpa.com October 25, 2024 Securities and Exchange Commission 100 F Street N.W Washington, DC 20549-7561 Commissioners: We have read the statements made by Baijiayun G |
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| October 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF |
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| October 25, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.4 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (File No. 333-278663) of our report dated October 25, 2024, with respect to the consolidated financial statements of Baijiayun Group Ltd as of June 30, 2024 and for the year ended June 30, 2024, which appears in the annual report on Fo |
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| October 25, 2024 |
Exhibit 2.1 BAIJIAYUN GROUP LTD 百家云集团有限公司 Number Class A Ordinary Shares Incorporated under the laws of the Cayman Islands Share capital is US$86,000 divided into 860,000,000 shares comprising of (i) 400,000,000 Class A Ordinary Shares of a par value of US$0.0001 each and (ii) 460,000,000 Class B Ordinary Shares of a par value of US$0.0001 each THIS IS TO CERTIFY THAT is the registered holder of C |
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| October 1, 2024 |
Exhibit 99.1 THE COMPANIES ACT (AS REVISED) EXEMPTED COMPANY LIMITED BY SHARES THE FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Baijiayun Group Ltd 百家云集团有限公司 (Adopted by way of a special resolution passed on May 29, 2024 and effective on September 27, 2024 ) 1. The name of the Company is Baijiayun Group Ltd and its dual foreign name is 百家云集团有限公司. 2. The Registered Office of the Company |
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| October 1, 2024 |
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 October 2024 Commission File No. |
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| September 11, 2024 |
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 September 2024 Commission File No. |
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| July 23, 2024 |
Li Gangjiang - AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment no. 2)* Baijiayun Group Ltd (Name of Issuer) Class A ordinary shares, par value US$2.59504 per share (Title of Class of Securities) G0704V202** (CUSIP Number) Gangjiang Li Tel.: +86-025-8222-1596 Address: 24F, A1 South Building, No. 32 Fengzhan Road Yuhuatai Dis |
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| June 5, 2024 |
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 June 2024 Commission File No. |
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| May 22, 2024 |
Baijiayun Group Ltd 24F, A1 South Building, No. 32 Fengzhan Road Yuhuatai District, Nanjing People’s Republic of China VIA EDGAR May 22, 2024 Securities and Exchange Commission (the “Commission”) 100 F Street, N.E. Washington, D.C. 20549 United States of America Re: Baijiayun Group Ltd (the “Company”) Responses to the Staff’s Comments on Form 20-F for the Fiscal Year Ended June 30, 2023 Filed Janu |
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| May 21, 2024 |
Baijiayun Group Ltd 24F, A1 South Building, No. 32 Fengzhan Road Yuhuatai District, Nanjing People’s Republic of China VIA EDGAR May 21, 2024 Securities and Exchange Commission (the “Commission”) 100 F Street, N.E. Washington, D.C. 20549 United States of America Attention: Ms. Charli Wilson RE: Baijiayun Group Ltd Request to Withdraw Registration Statement on Form F-1 (File No. 333-270867) Dear Ms |
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| May 17, 2024 |
Exhibit 99.1 BAIJIAYUN GROUP LTD 24F, A1 South Building, No. 32 Fengzhan Road Yuhuatai District, Nanjing People’s Republic of China May 17, 2024 Dear Shareholders: You are cordially invited to attend the 2024 Annual General Meeting of Shareholders (the “2024 Annual General Meeting”) of Baijiayun Group Ltd to be held at 24F, A1 South Building, No. 32 Fengzhan Road, Yuhuatai District, Nanjing, China |
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| May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K/A (Amendment no. |
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| May 14, 2024 |
RTC / Baijiayun Group Ltd / Li Gangjiang - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment no. 1)* Baijiayun Group Ltd (Name of Issuer) Class A ordinary shares, par value US$0.519008 per share (Title of Class of Securities) G0704V103** (CUSIP Number) Gangjiang Li Tel.: +86-025-8222-1596 Address: 24F, A1 South Building, No. 32 Fengzhan Road Yuhuatai Di |
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| May 8, 2024 |
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 May 2024 Commission File No. |
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| April 29, 2024 |
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 April 2024 Commission File No. |
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| April 29, 2024 |
Exhibit 99.1 BAIJIAYUN GROUP LTD 24F, A1 South Building, No. 32 Fengzhan Road Yuhuatai District, Nanjing People’s Republic of China April 29, 2024 Dear Shareholders: You are cordially invited to attend the 2024 Annual General Meeting of Shareholders (the “2024 Annual General Meeting”) of Baijiayun Group Ltd to be held at 24F, A1 South Building, No. 32 Fengzhan Road, Yuhuatai District, Nanjing, Chi |
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| April 12, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) Baijiayun Group Ltd (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(3) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A ordinary shares, par value $0. |
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| April 12, 2024 |
As filed with the Securities and Exchange Commission on April 12, 2024 As filed with the Securities and Exchange Commission on April 12, 2024 Registration No. |
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| April 12, 2024 |
BAIJIAYUN GROUP LTD 2024 SHARE INCENTIVE PLAN ARTICLE 1 Exhibit 10.1 BAIJIAYUN GROUP LTD 2024 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE The purpose of the 2024 Share Incentive Plan (the “Plan”) of Baijiayun Group Ltd is to promote the success and enhance the value of Baijiayun Group Ltd, a company incorporated under the laws of the Cayman Islands (the “Company”), by linking the personal interests of the Directors, Employees, Consultants and other individu |
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| April 2, 2024 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D with respect to the Class A ordinary shares, par value of $0. |
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| April 2, 2024 |
RTC / Baijiayun Group Ltd / Li Gangjiang - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Baijiayun Group Ltd (Name of Issuer) Class A ordinary shares, par value US$0.519008 per share (Title of Class of Securities) G0704V103** (CUSIP Number) Gangjiang Li Tel.: +86-025-8222-1596 Address: 24F, A1 South Building, No. 32 Fengzhan Road Yuhuatai District, Nanjing 210 |
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| March 18, 2024 |
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 March 2024 Commission File No. |
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| March 18, 2024 |
Baijiayun Group Ltd Announces Receipt of Nasdaq Notice Exhibit 99.1 Baijiayun Group Ltd Announces Receipt of Nasdaq Notice BEIJING, China, March 18, 2024 — Baijiayun Group Ltd (“Baijiayun” or the “Company”) (Nasdaq: RTC), a one-stop AI video solution provider, today announced that it received a notification letter dated March 14, 2024 (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (the “Nasdaq”), |
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| March 14, 2024 |
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 March 2024 Commission File No. |
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| January 22, 2024 |
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 January 2024 Commission File No. |
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| January 22, 2024 |
Baijiayun Announces Changes in Management and Board of Directors Exhibit 99.1 Baijiayun Announces Changes in Management and Board of Directors BEIJING, January 22, 2024 /PRNewswire/ - Baijiayun Group Ltd (“Baijiayun” or the “Company”) (Nasdaq: RTC), a one-stop AI video solution provider, today announced changes in its management and board of directors (the “Board”). Mr. Gangjiang Li has resigned as a member and chairman of the Board, a member and chairman of th |
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| January 16, 2024 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Baijiayun Group Ltd (the “Company”) on Form 20-F for the fiscal year ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gangjiang Li, Chief Executive Officer of the Company, certif |
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| January 16, 2024 |
Exhibit 4.18 Power of Attorney The Company, Shanghai Shenhui Xinqi Enterprise Management Partnership Enterprise (limited partnership), an enterprise organized and existing under the laws of the PRC, with its registered address at Floor 3, Building 2, Zhongchun Road 7001, Minhang District, Shanghai, hereby irrevocably authorizes Zhejiang Baijiashilian Technology Co., Ltd. (“WFOE”) to exercise the f |
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| January 16, 2024 |
Exclusive Technical and Consulting Service Agreement Exhibit 4.16 THE SYMBOL “[***]” OR “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Exclusive Technical and Consulting Service Agreement This Exclusive Technical and Consulting Service Agreement (this “Agreement”) is made and entered in |
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| January 16, 2024 |
Exhibit 4.25 Power of Attorney The Company, Shanghai Shenhui Xinqi Enterprise Management Partnership Enterprise (limited partnership), an enterprise organized and existing under the laws of the PRC, with its registered address at Floor 3, Building 2, Zhongchun Road 7001, Minhang District, Shanghai, hereby irrevocably authorizes Zhejiang Baijiashilian Technology Co., Ltd. (“WFOE”) to exercise the f |
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| January 16, 2024 |
Baijiayun Group Ltd COMPENSATION RECOVERY POLICY As adopted on November 30, 2023 Exhibit 97.1 Baijiayun Group Ltd COMPENSATION RECOVERY POLICY As adopted on November 30, 2023 Baijiayun Group Ltd (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s board of directors (the “Board”) has adopted this clawback policy called the Compensation Recovery Policy (the “Policy”). The Policy is intended to further the Company’s pay-for-perfo |
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| January 16, 2024 |
Exhibit 4.19 THE SYMBOL “[***]” OR “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUSIVE OPTION AGREEMENT This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties on June 29, 2023 in Beijing |
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| January 16, 2024 |
Exhibit 4.17 Power of Attorney The Company, Yijiang Shengong (Shanghai) Enterprise Management Partnership Enterprise (limited partnership), an enterprise organized and existing under the laws of the PRC, with its registered address at Floor 3, Building 2, Zhongchun Road 7001, Minhang District, Shanghai, hereby irrevocably authorizes Zhejiang Baijiashilian Technology Co., Ltd. (“WFOE”) to exercise |
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| January 16, 2024 |
Exhibit 2.2 Description of rights of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) The Class A ordinary shares, par value US$0.519008 per share (“Class A ordinary shares”) of Baijiayun Group Ltd (“we,” “us,” “our company” or “our”) are listed on the Nasdaq Global Market and the Class A ordinary shares are registered under Section 12(b) of the Se |
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| January 16, 2024 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Gangjiang Li, certify that: 1. I have reviewed this annual report on Form 20-F of Baijiayun Group Ltd; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in ligh |
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| January 16, 2024 |
Exclusive Technical and Consulting Service Agreement Exhibit 4.23 THE SYMBOL “[***]” OR “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Exclusive Technical and Consulting Service Agreement This Exclusive Technical and Consulting Service Agreement (this “Agreement”) is made and entered in |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF |
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| January 16, 2024 |
Exhibit 4.13 |
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| January 16, 2024 |
Exhibit 4.24 Power of Attorney The Company, Yijiang Shengong (Shanghai) Enterprise Management Partnership Enterprise (limited partnership), an enterprise organized and existing under the laws of the PRC, with its registered address at Floor 3, Building 2, Zhongchun Road 7001, Minhang District, Shanghai, hereby irrevocably authorizes Zhejiang Baijiashilian Technology Co., Ltd. (“WFOE”) to exercise |
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| January 16, 2024 |
Exhibit 16.2 January 16, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 We have read the statements under Item 16F of the Annual Report on Form 20-F of Baijiayun Group Ltd to be filed with the Securities and Exchange Commission on or about January 16, 2024. We agree with the statements pertaining to us. We have no basis on which to agree or disagree with the other |
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| January 16, 2024 |
Exhibit 4.20 THE SYMBOL “[***]” OR “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUSIVE OPTION AGREEMENT This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties on June 29, 2023 in Beijing |
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| January 16, 2024 |
Exhibit 15.1 Date: January 16, 2024 Baijiayun Group Ltd 24F, A1 South Building, No. 32 Fengzhan Road Yuhuatai District, Nanjing People’s Republic of China as the “Company” Dear Sir/Madam, We consent to the references to our firm under the heading “Item 3. Key Information—Permissions Required from the PRC Authorities for Our Operations”, “Item 3. Key Information—D. Risk Factors—Risks Related to Our |
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| January 16, 2024 |
Equity Interest Pledge Agreement Exhibit 4.28 THE SYMBOL “[***]” OR “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on Decemb |
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| January 16, 2024 |
Equity Interest Pledge Agreement Exhibit 4.22 THE SYMBOL “[***]” OR “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 2 |
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| January 16, 2024 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Baijiayun Group Ltd (the “Company”) on Form 20-F for the fiscal year ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Fangfei Liu, Chief Financial Officer of the Company, certify |
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| January 16, 2024 |
Exhibit 4.26 THE SYMBOL “[***]” OR “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUSIVE OPTION AGREEMENT This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties on December 29, 2023 in Bei |
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| January 16, 2024 |
Equity Interest Pledge Agreement Exhibit 4.29 THE SYMBOL “[***]” OR “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on Decemb |
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| January 16, 2024 |
Equity Interest Pledge Agreement Exhibit 4.21 THE SYMBOL “[***]” OR “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 2 |
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| January 16, 2024 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Fangfei Liu, certify that: 1. I have reviewed this annual report on Form 20-F of Baijiayun Group Ltd; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light |
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| January 16, 2024 |
Exhibit 4.27 THE SYMBOL “[***]” OR “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUSIVE OPTION AGREEMENT This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties on December 29, 2023 in Bei |
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| November 17, 2023 |
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 November 2023 Commission File No. |
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| November 17, 2023 |
Baijiayun Receives Nasdaq Notification Regarding Late Filing of 2023 Annual Report Exhibit 99.1 Baijiayun Receives Nasdaq Notification Regarding Late Filing of 2023 Annual Report BEIJING, November 17, 2023 /PRNewswire/ – Baijiayun Group Ltd (“Baijiayun” or the “Company”) (Nasdaq: RTC), a one-stop AI video solution provider, today announced that it received a notification letter dated November 16, 2023 (the “Notification Letter”) from Nasdaq Listing Qualifications (“Nasdaq”), sta |
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| October 31, 2023 |
SEC FILE NUMBER 001-33176 CUSIP NUMBER G0704V 103 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 31, 2023 |
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 October 2023 Commission File No. |
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| October 17, 2023 |
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 October 2023 Commission File No. |
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| October 17, 2023 |
Baijiayun Announces Change in Management Exhibit 99.1 Baijiayun Announces Change in Management BEIJING, October 17, 2023 /PRNewswire/ - Baijiayun Group Ltd (“Baijiayun” or the “Company”) (Nasdaq: RTC), a one-stop AI video solution provider, today announced a change in its management. Mr. Yong Fang has tendered his resignation as the chief financial officer of the Company, effective from October 16, 2023. Mr. Fang’s resignation was due to |
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| August 31, 2023 |
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 August 2023 Commission File No. |
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| August 31, 2023 |
Baijiayun Launches Cutting-edge Generative AI Large Language Model Product “Questwave” Exhibit 99.1 Baijiayun Launches Cutting-edge Generative AI Large Language Model Product “Questwave” BEIJING, August 31, 2023 /PRNewswire/ - Baijiayun Group Ltd (“Baijiayun” or the “Company”) (Nasdaq: RTC), a one-stop AI video solution provider, today announced the launch of its state-of-the-art large language model (“LLM”) product “Questwave” for artificial intelligence generated content (“AIGC”) |
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| July 19, 2023 |
Exhibit 10.11 THE SYMBOL “[***]” OR “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 20, 2023, is between Baijiayun Group Inc, a c |
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| July 19, 2023 |
Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) Baijiayun Group Ltd (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Class A ordinary shares, par value US$0. |
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| July 19, 2023 |
As filed with the Securities and Exchange Commission on July 19, 2023. As filed with the Securities and Exchange Commission on July 19, 2023. Registration No. 333-270867 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to FORM F-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Baijiayun Group Ltd (Exact name of Registrant as specified in its charter) Cayman Islands 7372 Not Applicable (State or other jurisdiction of inco |
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| July 19, 2023 |
Exhibit 4.4 EXHIBIT A [BAIJIAYUN GROU LTD] NEITHER THIS NOTE NOR THE SECURITIES FOR WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT |
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| June 30, 2023 |
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 June 2023 Commission File No. |
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| June 30, 2023 |
Baijiayun Announces Inclusion in the Nasdaq Global Market Exhibit 99.1 Baijiayun Announces Inclusion in the Nasdaq Global Market BEIJING, June 30, 2023 - Baijiayun Group Ltd (“Baijiayun” or the “Company”) (Nasdaq: RTC), a one-stop AI video solution provider, announced that its Class A ordinary shares will be transferred from the Nasdaq Capital Market to the Nasdaq Global Market effective with the open of business on June 30, 2023. The shares will continu |
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| June 29, 2023 |
As filed with the Securities and Exchange Commission on June 29, 2023 As filed with the Securities and Exchange Commission on June 29, 2023 Registration No. |
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| June 29, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) Baijiayun Group Ltd (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(3) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A ordinary shares, par value $0. |
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| June 22, 2023 |
Baijiayun Launches AI-enabled Video Platform “MarketingEase” to Enterprise Customers in China Exhibit 99.1 Baijiayun Launches AI-enabled Video Platform “MarketingEase” to Enterprise Customers in China ● Leveraging large language model (“LLM”) generative AI, MarketingEase is the first of its kind offering to enterprise customers in China ● MarketingEase provides an intelligent marketing team as a SaaS-based subscription model as well as customized private deployments BEIJING, June 22, 2023 |
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| June 22, 2023 |
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 June 2023 Commission File No. |
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| June 21, 2023 |
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 June 2023 Commission File No. |
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| June 21, 2023 |
Baijiayun Announces Lock-Up Commitment by Certain Shareholders Exhibit 99.1 Baijiayun Announces Lock-Up Commitment by Certain Shareholders BEIJING, June 21, 2023 - Baijiayun Group Ltd (“Baijiayun” or the “Company”) (Nasdaq: RTC), a one-stop video-centric technology solution provider, today announced that Mr. Gangjiang Li, Chairman of the Board and CEO, who is the beneficial owner of approximately 32.73% of the issued and outstanding shares of the Company, and |
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| April 18, 2023 |
Baijiayun Group Ltd Reports Financial Results For First Half of Fiscal Year 2023 EX-99.1 2 ea177115ex99-1baijiayun.htm PRESS RELEASE - BAIJIAYUN GROUP LTD REPORTS FINANCIAL RESULTS FOR FIRST HALF OF FISCAL YEAR 2023 Exhibit 99.1 Baijiayun Group Ltd Reports Financial Results For First Half of Fiscal Year 2023 ● Revenues grew by 32.2% as real-time video communication solutions see wider adoption and penetrate new vertical markets BEIJING, China, April 18, 2023 — Baijiayun Group |
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| April 18, 2023 |
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 April 2023 Commission File No. |
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| April 14, 2023 |
Exhibit 99.1 Baijiayun to Launch Generative AI-Powered Video Solutions in Response to Demand from Enterprise Clients in China BEIJING, April 14, 2023 - Baijiayun Group Ltd (“Baijiayun” or the “Company”) (Nasdaq: RTC), a video-centric technology solution provider with core expertise in SaaS/PaaS solutions, today announced that the Company is to introduce a range of artificial intelligence generated |
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| April 14, 2023 |
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 April 2023 Commission File No. |
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| April 3, 2023 |
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 April 2023 Commission File No. |
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| March 30, 2023 |
6-K 1 ea175986-6kbaijiayungroup.htm REPORT OF FOREIGN PRIVATE ISSUER 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 March 2023 Commission File No. 001-33176 Baijiayun Group Ltd (Exact name of registrant as specified in its charter) 24F, A1 So |
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| March 30, 2023 |
Baijiayun to Acquire Beijing Hydrogen, an AI-enabled Marketing Service Provider in China Exhibit 99.2 Baijiayun to Acquire Beijing Hydrogen, an AI-enabled Marketing Service Provider in China BEIJING, March 30, 2023 - Baijiayun Group Ltd (“Baijiayun” or the “Company”) (Nasdaq: RTC), a video-centric technology solution provider with core expertise in SaaS/PaaS solutions, today announced that on March 30, 2023, it entered into an equity acquisition agreement (the “Agreement”) with Wei Qu |
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| March 30, 2023 |
Exhibit 99.1 Final QU Wei BEIJING HYDROGEN INFORMATION CONSULTING CENTER (L.P.) HUANG Guojing DAI Zhikang ZHANG Jing And BAIJIAYUN GROUP CO., LTD. BaiJiaYun Group Ltd About BEIJING HYDROGEN DATA INFORMATION TECHNOLOGY CO., SHARE ACQUISITION AGREEMENT Date: March 30, 2023 TABLE OF CONTENTS 1 Definitions 2 2 The Transaction 2 3 Payment of Equity Purchase Price 3 4 Closing 5 5 Representations and War |
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| March 27, 2023 |
List of Principal Subsidiaries and the VIE and Its Subsidiaries Exhibit 21.1 List of Principal Subsidiaries and the VIE and Its Subsidiaries* Name of Entity Date of Incorporation Place of Incorporation % of Ownership Principal Activities BaiJiaYun Limited April 22, 2021 Cayman Islands 100 Investment holding Subsidiaries of BaiJiaYun BaiJia Cloud Limited May 6, 2021 Hong Kong 100 Investment holding Beijing Baishilian Technology Co., Ltd. September 6, 2021 PRC 1 |
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| March 27, 2023 |
As filed with the Securities and Exchange Commission on March 27, 2023. As filed with the Securities and Exchange Commission on March 27, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Baijiayun Group Ltd (Exact name of Registrant as specified in its charter) Cayman Islands 7372 Not Applicable (State or other jurisdiction of incorporation or organizati |
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| March 27, 2023 |
Exhibit 10.10 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT BY AND BETWEEN BaiJiaYun Group Ltd and Aoji Holdings Co., Ltd Dated as of March 9, 2023 TABLE OF CONTENTS Page Article I Definitions 1 Section 1.1 Certain Definitions 1 Section 1.2 Interpretation and Rules of Construction 5 Article II Sale and Purchase of Securities 6 Section 2.1 Sale and Purchase of Securities 6 Section 2.2 Closing Dat |
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| March 27, 2023 |
Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) Baijiayun Group Ltd (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Units, each consisting of one Class A ordinary share, par value US$0. |
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| March 27, 2023 |
Exhibit 10.8 BAIJIAYUN GROUP LTD 2023 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE The purpose of the 2023 Share Incentive Plan (the “Plan”) of Baijiayun Group Ltd is to promote the success and enhance the value of Baijiayun Group Ltd, a company incorporated under the laws of the Cayman Islands (the “Company”), by linking the personal interests of the Directors, Employees, Consultants and other individu |
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| March 13, 2023 |
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 March 2023 Commission File No. |
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| March 13, 2023 |
Exhibit 99.2 Baijiayun Group Ltd Completes Transition into a Pure-play RTC Provider with Divestiture of Fuwei Films BEIJING, March 13, 2023 - Baijiayun Group Ltd (“Baijiayun” or the “Company”) (Nasdaq: RTC), a video-centric technology solution provider with core expertise in SaaS/PaaS solutions, today announced that on March 9, 2023, it entered into a securities purchase agreement (the “SPA”) with |
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| March 13, 2023 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT BY AND BETWEEN BaiJiaYun Group Ltd and Aoji Holdings Co., Ltd Dated as of March 9, 2023 TABLE OF CONTENTS Page ARTICLE I Definitions 1 Section 1.1 Certain Definitions 1 Section 1.2 Interpretation and Rules of Construction 5 ARTICLE II Sale and Purchase of Securities 6 Section 2.1 Sale and Purchase of Securities 6 Section 2.2 Closing Date 6 Section 2.3 C |
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| March 7, 2023 |
Baijiayun Group Ltd Enters into a Two-Year $10M Convertible Note Exhibit 99.1 Baijiayun Group Ltd Enters into a Two-Year $10M Convertible Note BEIJING, March 7, 2023 - Baijiayun Group Ltd (“Baijiayun” or the “Company”) (Nasdaq: RTC), a video-centric technology solution provider with core expertise in SaaS/PaaS solutions, today announced that it has entered into a securities purchase agreement and a two-year $10 million convertible note (the “Note”) which may be |
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| March 7, 2023 |
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 March 2023 Commission File No. |
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| February 21, 2023 |
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 February 2023 Commission File No. |
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| February 21, 2023 |
Baijiayun Group Ltd Announces Results of 2022 Annual General Meeting of Shareholders Exhibit 99.1 Baijiayun Group Ltd Announces Results of 2022 Annual General Meeting of Shareholders BEIJING, February 21, 2023 - Baijiayun Group Ltd (“Baijiayun” or the “Company”) (Nasdaq: RTC), a video-centric technology solution provider with core expertise in SaaS/PaaS solutions, today announced the results of its 2022 annual general meeting of shareholders (the “2022 Annual General Meeting”), wh |
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| February 15, 2023 |
Exhibit 99.1 Baijiayun Group Ltd Investor Presentation A one-stop video technology service provider February 2023 Management Presentation - Disclaimer 1 This presentation and any accompanying verbal presentation (the "Presentation") have been prepared by Baijiayun Group Ltd (the “Company”) solely for informational purposes and have not been independently verified. No representations, warranties or |
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| February 15, 2023 |
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 February 2023 Commission File No. |
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| January 20, 2023 |
CFO Certification Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Transition Report of Baijiayun Group Ltd (the “Company”) on Form 20-F for the transition period from July 1, 2021 to June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yong Fang, Chief Financial Officer |
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| January 20, 2023 |
Exhibit 4.1 AGREEMENT AND PLAN OF MERGER by and among FUWEI FILMS (HOLDINGS) CO., LTD. and BAIJIAYUN LIMITED dated as of July 18, 2022 Table of Contents ARTICLE I CERTAIN DEFINITIONS Section 1.01 Definitions. 6 Section 1.02 Construction. 14 Section 1.03 Table of Defined Terms. 15 ARTICLE II PRE-CLOSING TRANSACTIONS Section 2.01 Pre-Closing Transactions; Amendment. 16 ARTICLE III THE MERGER; CLOSIN |
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| January 20, 2023 |
Registrant’s Specimen Certificate for Class A Ordinary Shares Exhibit 2.1 BAIJIAYUN GROUP LTD 百家云集团有限公司 Number Class A Ordinary Shares Incorporated under the laws of the Cayman Islands Share capital is US$2,231,734,400 divided into 4,300,000,000 shares comprising of (i) 2,000,000,000 Class A Ordinary Shares of a par value of US$0.519008 each and (ii) 2,300,000,000 Class B Ordinary Shares of a par value of US$0.519008 each THIS IS TO CERTIFY THAT is the regis |
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| January 20, 2023 |
CEO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Gangjiang Li, certify that: 1. I have reviewed this transition report on Form 20-F of Baijiayun Group Ltd; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in |
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| January 20, 2023 |
CEO Certification Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Transition Report of Baijiayun Group Ltd (the “Company”) on Form 20-F for the transition period from July 1, 2021 to June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gangjiang Li, Chief Executive Offic |
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| January 20, 2023 |
Exhibit 2.2 Description of rights of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) The Class A ordinary shares, par value US$0.519008 per share (“Class A ordinary shares”) of Baijiayun Group Ltd (“we,” “us,” “our company” or “our”) are listed on The Nasdaq Capital Market and the Class A ordinary shares are registered under Section 12(b) of the S |
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| January 20, 2023 |
Exhibit 4.6 Exclusive Technical and Consulting Services Agreement Exclusive Technical and Consulting Services Agreement (this “Agreement”) is entered into as of the day of January 2, 2023, in Beijing, People’s Republic of China (“PRC”), by and between Party A: Zhejiang Baijiashilian Technology Co., Ltd. Address: Room 106- 10, Building 1, No.611, Yunxiu South Road, Wu Yang Street, Deqing County, Hu |
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| January 20, 2023 |
CFO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yong Fang, certify that: 1. I have reviewed this transition report on Form 20-F of Baijiayun Group Ltd; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig |
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| January 20, 2023 |
Exhibit 4.8 Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of January 2, 2023, in Beijing, People’s Republic of China (the “PRC”), by and between. Party A. Zhejiang Baijiashilian Technology Co., Ltd., registered address: Room 106-10, Building 1, No. 611, Yunxui South Road, Deqing County, Huzhou City, Zhejiang Province |
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| January 20, 2023 |
Exhibit 4.9 Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (the “Agreement”) is entered into as of the day of January 2, 2023, in Beijing, the People’s Republic of China (the “PRC”), by and between. This Share Pledge Agreement (the “Agreement”) is entered into by the following parties in Beijing, People’s Republic of China (“PRC”): Party A: Zhejiang Baijiashilian Technology |
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| January 20, 2023 |
Schedule to Form of Warrant Agreement Exhibit 4.3.1 Schedule to Form of Warrants dated December 23, 2022 Baijiayun Group Ltd Name of Warrant Holders Warrant Shares BSH Wining Limited 3,342,478 GP Hitech Holdings Limited 3,242,647 Shenzhen Dachen Chuanghong Private Equity Investment Enterprise (limited partnership) 3,011,016 GP Venture Capital Limited 1,985,285 Guiyang Fuwu Waibao and Hujiao Chanye Chuangye Investment Fund Co., Ltd. 1, |
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| January 20, 2023 |
Schedule to Exclusive Option Agreements Exhibit 4.8.1 Schedule to Exclusive Option Agreements No. Name of Signing Parties 1 Tianjin Baijia Chengzhang Cloud Software Technology Partnership Enterprise (limited partnership) 2 Huatu Hongyang Investment Co., Ltd. 3 Beijing Guoke Dingzhi Equity Investment Center (limited partnership) 4 Guiyang Fuwu Waibao and Hujiao Chanye Chuangye Investment Fund Co., Ltd. 5 Jiaxing Chuangbo Investment Partn |
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| January 20, 2023 |
Form of Director Agreement between the Registrant and each of its directors Exhibit 4.4 FORM OF DIRECTOR AGREEMENT THIS [INDEPENDENT] DIRECTOR AGREEMENT (this “Agreement”), dated as of (the “Effective Date”), is by and between Baijiayun Group Ltd, a company incorporated under the laws of the Cayman Islands (the “Company”), and , an individual (the “Director”). RECITALS WHEREAS, the Company desires to appoint the Director to serve on the Company’s board of directors (the “ |
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| January 20, 2023 |
EX-4.3 9 ffhl-20220630xex4d3.htm EX-4.3 Exhibit 4.3 WARRANT AGREEMENT Baijiayun Group Ltd This Warrant Agreement (the “Warrant” or the “Agreement”) is issued to, , a limited [partnership/company] organized in (the “Warrant Holder”), by Baijiayun Group Ltd, an exempted company incorporated in the Cayman Islands (the “Company”) with limited liability with effect from , 20. RECITALS WHEREAS, the Comp |
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| January 20, 2023 |
Schedule to Equity Interest Pledge Agreements Exhibit 4.9.1 Schedule to Equity Interest Pledge Agreements No. Name of Signing Parties 1 Tianjin Baijia Chengzhang Cloud Software Technology Partnership Enterprise (limited partnership) 2 Huatu Hongyang Investment Co., Ltd. 3 Beijing Guoke Dingzhi Equity Investment Center (limited partnership) 4 Guiyang Fuwu Waibao and Hujiao Chanye Chuangye Investment Fund Co., Ltd. 5 Jiaxing Chuangbo Investment |
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| January 20, 2023 |
Letter from Shandong Haoxin Certified Public Accountants Co., Ltd. to the SEC Exhibit 16.1 January 20, 2023 Securities and Exchange Commission 100 F Street N.W Washington, DC 20549-7561 Commissioners: We have read the statements made by Baijiayun Group Ltd. under Item 16F of its Form 20-F to be filed with the Securities and Exchange Commission on January 20, 2023. We agree with the statements concerning our Firm, we are not in a position to agree or disagree with other stat |
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| January 20, 2023 |
Schedule to Powers of Attorney Exhibit 4.7.1 Schedule to Powers of Attorney No. Name of Signing Parties 1 Tianjin Baijia Chengzhang Cloud Software Technology Partnership Enterprise (limited partnership) 2 Huatu Hongyang Investment Co., Ltd. 3 Beijing Guoke Dingzhi Equity Investment Center (limited partnership) 4 Guiyang Fuwu Waibao and Hujiao Chanye Chuangye Investment Fund Co., Ltd. 5 Jiaxing Chuangbo Investment Partnership En |
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| January 20, 2023 |
Exhibit 99.1 Baijiayun Group Ltd Announces Fiscal Year 2022 Financial Results of BaiJiaYun Limited, Its Wholly-owned Subsidiary • Revenues of BaiJiaYun Limited grow by 65% as real-time video communications solutions see high adoption, penetrate new vertical markets BEIJING, China, January 20, 2023 — Baijiayun Group Ltd (“Baijiayun” or the “Company”) (Nasdaq: RTC), a video-centric technology soluti |
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| January 20, 2023 |
Code of Business Conduct and Ethics Exhibit 11.1 BAIJIAYUN GROUP LTD CODE OF BUSINESS CONDUCT AND ETHICS (Adopted by the Board of Directors of Baijiayun Group Ltd, a Cayman Islands company (the “Company”), January 12, 2023, effective as of the date thereof) INTRODUCTION Purpose and Applicability This Code of Business Conduct and Ethics (this “Code”) contains general guidelines for conducting the business of the Company, and its subs |
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| January 20, 2023 |
Shareholders Agreement by and among BaiJiaYun Limited and other parties thereto dated June 26, 2021 Exhibit 2.3 SHAREHOLDERS AGREEMENT THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is entered on June 26, 2021, by and among: 1. Baijiayun Limited, a company incorporated under the Laws (as defined below) of Cayman Islands (the “Company”); 2. Baijia Cloud Limited, a company incorporated under the Laws of Hong Kong (as defined below) and wholly owned by the Company (the “HK Company”); 3. Beijing Bai |
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| January 20, 2023 |
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 January 2023 Commission File No. |
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| January 20, 2023 |
Form of Employment Agreement between the Registrant and each of its executive officers Exhibit 4.5 FORM OF EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , by and between Baijiayun Group Ltd (the “Company”), an exempted company duly incorporated and validly existing under the law of the Cayman Islands, and ([Passport/ID] Number ), an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executiv |
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| January 20, 2023 |
Exhibit 4.10 Dated [ July 13 ],2021 BaJiaYun Limited and BaiJia Cloud Limited and Beijing Baijiashilian Technology Co., Ltd. and Gangjiang Li and Jia Jia Ltd. and Duo Duo International Limited and Nuan Nuan Ltd. and (L.P.) New Oriental Xingzhi Education and Cultural Industry Fund (Zhangjiagang)Partnership SUPPLEMENTALAGREEMENT to the Share Purchase Agreement defined below)and wholly owned by the C |
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| January 20, 2023 |
Exhibit 4.7 Power of Attorney We, [], an enterprise organized and existing under the laws of China, with our registered address at [], hereby irrevocably authorize [BaiJiaYun Group Co., Ltd.] ("Baijiayun") ("My Shareholding") now and in the future held by us in Zhejiang Baijiashilian Technology Co., Ltd. ("WFOE") to exercise the following rights: WFOE is hereby authorized to act on behalf of Compa |
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| January 20, 2023 |
Exhibit 4.2 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered on June 26, 2021 (“Effective Date”) by and among: 1. Baijiayun Limited, a company incorporated under the Laws (as defined below) of Cayman Islands (the “Company”); 2. Baijia Cloud Limited, a company incorporated under the Laws of Hong Kong (as defined below) and wholly owned by the Company (th |
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| January 20, 2023 |
Exhibit 1.1 THE COMPANIES ACT (AS REVISED) EXEMPTED COMPANY LIMITED BY SHARES THE THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Baijiayun Group Ltd 百家云集团有限公司 (Adopted by way of a special resolution passed on September 24, 2022 and effective on December 23, 2022) 1. The name of the Company is Baijiayun Group Ltd and its dual foreign name is 百家云集团有限公司. 2. The Registered Office of the Compa |
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| January 20, 2023 |
Exhibit 3.1 ACTING-IN-CONCERT AGREEMENT This Acting-in-Concert Agreement (the “Agreement”) is executed on December 23, 2022 by the following parties: (i) Gangjiang Li (“Party A”); (ii) Jia Jia BaiJiaYun Ltd (“Party A’s Holding Company”); (iii) Yi Ma (“Party B”); (iv) Nuan Nuan Ltd (“Party B’s Holding Company”). Each of the parties above is referred to herein individually as a “Party” and collectiv |
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| January 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transitio |
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| January 18, 2023 |
EX-99.2 3 tm233374d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 BAIJIAYUN GROUP LTD 2C, Block 2, Fuhuaqi Zhongguancun Software Park, Haidian District, Beijing 100193 People’s Republic of China January 18, 2023 Dear Shareholders: You are cordially invited to attend the 2022 Annual General Meeting of Shareholders (the “2022 Annual General Meeting”) of Baijiayun Group Ltd to be held at 24F, A1 South Buildin |
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| January 18, 2023 |
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 January 2023 Commission File No. |
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| January 18, 2023 |
Baijiayun Group Ltd to Hold 2022 Annual General Meeting on February 20, 2023 Exhibit 99.1 Baijiayun Group Ltd to Hold 2022 Annual General Meeting on February 20, 2023 BEIJING, January 18, 2023 /PR Newswire/ - Baijiayun Group Ltd (“Baijiayun” or the “Company”) (Nasdaq: RTC) today announced that it would hold the 2022 annual general meeting of shareholders (the “2022 Annual General Meeting”) at 24F, A1 South Building, No. 32 Fengzhan Road, Yuhuatai District, Nanjing, China o |
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| January 3, 2023 |
Baijiayun Group Ltd Announces Change in Nasdaq Ticker Symbol to “RTC” Post Completion of Merger Exhibit 99.1 Baijiayun Group Ltd Announces Change in Nasdaq Ticker Symbol to ?RTC? Post Completion of Merger BEIJING, Dec. 30, 2022 /PR Newswire/ - Baijiayun Group Ltd (?Baijiayun? or the ?Company?) (Nasdaq: FFHL) today announced that it will change its ticker symbol on the Nasdaq Capital Market from ?FFHL? to ?RTC.? Trading under the new ticker symbol will begin at market opening on Friday, Decem |
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| January 3, 2023 |
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 January 2023 Commission File No. |
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| January 3, 2023 |
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 January 2023 Commission File No. |
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| December 27, 2022 |
BaiJiaYun Limited Announces Completion of Merger and New Board and Management Exhibit 99.1 BaiJiaYun Limited Announces Completion of Merger and New Board and Management BEIJING, China, December 23, 2022 ? 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, 202 |
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| December 27, 2022 |
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 December 2022 Commission File No. |
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| December 16, 2022 |
Fuwei Films (Holdings) Co., Ltd. Announces Proposed New Executive Officer Exhibit 99.1 Fuwei Films (Holdings) Co., Ltd. Announces Proposed New Executive Officer BEIJING, China, December 16, 2022 – Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL) (“Fuwei Films” or the “Company”), a manufacturer and distributor of high-quality BOPET plastic films in China, announced that immediately upon the completion of the merger transaction previously announced on July 19, 2022 contemp |
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| December 16, 2022 |
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 December 2022 Commission File No. |
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| December 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) Fuwei Films (Holdings) Co., Ltd. (Name of Issuer) Ordinary Shares, par value $0.519008 per share (Title of Class of Securities) G3704F 10 2 (CUSIP Number) Miaomiao Yan Shanghai Meicheng Enterprise Management Co., Ltd. No. 1999 Bei Xing Road, San Xing To |
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| December 6, 2022 |
Exhibit 99.1 BEIJING, December 6, 2022 - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL) (?Fuwei Films? or the ?Company?), a manufacturer and distributor of high-quality BOPET plastic films in China, announced that Apex Glory Holdings Limited (?Apex?) received a written notice from BaiJiaYun Limited (?BJY?) dated December 6, 2022 (the ?Notice?), exempting Apex from limitations on disposition with |
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| December 6, 2022 |
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 December 2022 Commission File No. |
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| December 6, 2022 |
Exhibit 99.5 To: Apex Glory Holdings Limited (?Holder?) 2255 Tongyin Street, Kuiwen District Weifang, Shandong Province, the PRC From: BaiJiaYun Limited (the ?Company?) 2C, Block 2, Zhongguancun Software Park, Haidian District Beijing, the PRC Date: December 6, 2022 Dear Sirs Reference is made to the letter (the ?Letter?) dated October 7, 2022 between the Company and Holder, pursuant to which a to |
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| October 7, 2022 |
Exhibit 99.4 To: Apex Glory Holdings Limited (?Holder?) 2255 Tongyin Street, Kuiwen District Weifang, Shandong Province, the PRC From: BaiJiaYun Limited (the ?Company?) 2C, Block 2, Zhongguancun Software Park, Haidian District Beijing, the PRC Date: October 7, 2022 Dear Sirs Reference is made to the lock-up agreement (the ?Lock-up Agreement?) dated July 18, 2022 entered into by and between the Com |
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| October 7, 2022 |
Fuwei Shareholder Receives Partial Waiver Regarding Lock-up Exhibit 99.1 Fuwei Shareholder Receives Partial Waiver Regarding Lock-up BEIJING, October 7, 2022 - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL) (?Fuwei Films? or the ?Company?), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced that BaiJiaYun Limited (?BaiJiaYun?) entered into a letter with Apex Glory Holdings Limited (?Apex?) on October 7, 2022 (the |
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| October 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Fuwei Films (Holdings) Co., Ltd. (Name of Issuer) Ordinary Shares, par value $0.519008 per share (Title of Class of Securities) G3704F 10 2 (CUSIP Number) Miaomiao Yan Shanghai Meicheng Enterprise Management Co., Ltd. No. 1999 Bei Xing Road, San Xing To |
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| October 7, 2022 |
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 October 2022 Commission File No. |
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| September 29, 2022 |
Fuwei Films Announces Its Unaudited Financial Results for the Second Quarter of 2022 Exhibit 99.1 Fuwei Films Announces Its Unaudited Financial Results for the Second Quarter of 2022 BEIJING, September 29, 2022 - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL) (?Fuwei Films? or the ?Company?), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced its unaudited financial results for the second quarter of 2022 ended June 30, 2022. Second quarte |
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| September 29, 2022 |
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 June 30, 2022 Commission File No. |
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| September 26, 2022 |
Fuwei Films Announces Results of Extraordinary General Meeting in September 2022 Exhibit 99.1 Fuwei Films Announces Results of Extraordinary General Meeting in September 2022 BEIJING, September 26, 2022 - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL) (?Fuwei Films? or the ?Company?), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced that an Extraordinary General Meeting of Shareholders (the ?EGM?) was held on September 24, 2022, at |
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| September 26, 2022 |
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 September 2022 Commission File No. |
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| September 19, 2022 |
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 September 2022 Commission File No. |
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| September 13, 2022 |
Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Fuwei Films (Holdings) Co., Ltd. (?Fuwei? or ?ListCo?) is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Merger contemplated in the Agreement and Plan of Merger (the ?Merger Agreement?), dated July 18, 2022. The following unaudit |
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| September 13, 2022 |
Exhibit 99.1 BAIJIAYUN LIMITED UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED DECEMBER 31, 2021 AND 2020 BAIJIAYUN LIMITED TABLE OF CONTENTS Page Unaudited Condensed Consolidated Financial Statements Unaudited Condensed Consolidated Balance Sheets 2 Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income 4 Unaudited Condensed Consolidated S |
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| September 13, 2022 |
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 September 2022 Commission File No. |
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| August 22, 2022 |
Form 6-K filed with the SEC on August 22, 2022 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 August 2022 Commission File No. |
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| August 22, 2022 |
Exhibit 99.2 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF FUWEI FILMS (HOLDINGS) CO., LTD. No. 387 Dongming Road Weifang, Shandong 261061 People's Republic of China +86 133 615 59266 MERGER PROPOSALS-YOUR VOTE IS VERY IMPORTANT August 22, 2022 Dear Fuwei Films (Holdings) Co., Ltd. Shareholders: You are cordially invited to an extraordinary general meeting of shareholders of Fuwei Films (Ho |
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| August 22, 2022 |
Fuwei Films to Hold Extraordinary General Meeting of Shareholders on September 19, 2022 Exhibit 99.1 Fuwei Films to Hold Extraordinary General Meeting of Shareholders on September 19, 2022 BEIJING, August 22, 2022 - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL) (?Fuwei Films? or the ?Company?), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced that the Company will hold an extraordinary general meeting of shareholders (the ?EGM?) at No. 38 |
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| July 19, 2022 |
Exhibit 99.1 Fuwei Films (Holdings) Co., Ltd. Enters into an Agreement and Plan of Merger with Baijiayun Limited, a Video SaaS/PaaS, Video Cloud and Software, Video AI and System Solution Provider BEIJING, China, July 18, 2022 ? Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL) (?Fuwei Films? or the ?Company?) and Baijiayun Limited (?Baijiayun?), a video SaaS/PaaS, video cloud and software, video AI |
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| July 19, 2022 |
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 July 2022 Commission File No. |
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| July 19, 2022 |
CUSIP No. G3704F 10 2 UNITED STATES 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, par value $0.519008 per share (Title of Class of Securities) G3704F 10 2 (CUSIP Number) Miaomiao Yan Shanghai Meicheng Enterprise Management Co., Ltd. No. 1999 Bei |
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| July 19, 2022 |
Exhibit 99.2 AGREEMENT AND PLAN OF MERGER by and among FUWEI FILMS (HOLDINGS) CO., LTD. and BAIJIAYUN LIMITED dated as of July 18, 2022 Table of Contents Article I CERTAIN DEFINITIONS Section 1.01 Definitions. 6 Section 1.02 Construction. 14 Section 1.03 Table of Defined Terms. 15 Article II PRE-CLOSING TRANSACTIONS Section 2.01 Pre-Closing Transactions; Amendment. 16 Article III THE MERGER; CLOSI |
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| July 19, 2022 |
Lock-up Agreement, dated July 18, 2022, by and among Apex and Baijiayun Limited. EX-99.3 2 tm2221264d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 18, 2022, by and among (i) Baijiayun Limited, an exempted company incorporated with limited liability in the Cayman Island (the “Company”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have |
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| June 24, 2022 |
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 March 31, 2022 Commission File No. |
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| June 24, 2022 |
Fuwei Films Announces Its Unaudited Financial Results for the First Quarter of 2022 Exhibit 99.1 Fuwei Films Announces Its Unaudited Financial Results for the First Quarter of 2022 BEIJING, June 24, 2022 - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL) (?Fuwei Films? or the ?Company?), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced its unaudited financial results for the first quarter of 2022 ended March 31, 2022. First quarter highl |
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| May 27, 2022 |
Fuwei Films Announces Termination of Securities Purchase Agreement Exhibit 99.1 Fuwei Films Announces Termination of Securities Purchase Agreement BEIJING, May 27, 2022 - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL) ("Fuwei Films" or the "Company"), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced that the Company has delivered a notice of termination (the ?Termination Notice?), dated as of May 22, 2022, to Enesoon N |
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| May 27, 2022 |
Exhibit 99.2 Fuwei Films (Holdings) Co., Ltd. No. 387 Dongming Road, Weifang Shangdong Province People?s Republic of China May 22, 2022 By Email Enesoon New Energy Limited 8/F Chinese Academy of Science and Technology Development Incubator Bldg. High-tech Sougth 1st Road, Nashan District, Shenzen Guangdong Province People?s Republic of China Re: Notice of Termination of Securities Purchase Agreeme |
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| May 27, 2022 |
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 May 2022 Commission File No. |
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| April 28, 2022 |
EXHIBIT 12.1 CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULES 13a-14 and 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934 I, Lei Yan, certify that: 1. I have reviewed this annual report on Form 20-F for the fiscal year ended December 31, 2021, of Fuwei Films (Holdings) Co., Ltd. (the “Registrant”); 2. Based on my knowledge, this annual report does not contain any untrue statement of a m |
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| April 28, 2022 |
EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTIONS 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Fuwei Films (Holdings) Co., Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Lei Yan and Jingjing Cheng, the Chi |
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| April 28, 2022 |
EXHIBIT 12.2 CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULES 13a-14 and 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934 I, Jingjing Cheng, certify that: 1. I have reviewed this annual report on Form 20-F for the fiscal year ended December 31, 2021, of Fuwei Films (Holdings) Co., Ltd. (the “Registrant”); 2. Based on my knowledge, this annual report does not contain any untrue statement |
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| April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 28, 2022 |
Exhibit 2.2 ? DESCRIPTION OF SECURITIES ? We are a Cayman Islands company, and our affairs are governed by our memorandum and articles of association and the Companies Act, Cap.22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, or the Companies Act. We have filed copies of our complete Memorandum and Articles of Association as exhibits to our Annual Report on Form 20-F for the |
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| December 30, 2021 |
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 December 2021 Commission File No. |
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| December 30, 2021 |
Fuwei Films Announces Results of 2021 Annual General Meeting of Shareholders Exhibit 99.1 Fuwei Films Announces Results of 2021 Annual General Meeting of Shareholders BEIJING, December 30, 2021 - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL) ("Fuwei Films" or the "Company"), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced the results of its Annual General Meeting of Shareholders (the "Meeting"), which was held on December 30, |
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| November 30, 2021 |
Exhibit 99.1 FUWEI FILMS (HOLDINGS) CO., LTD. No. 387 Dongming Road Weifang Shandong People?s Republic of China, Postal Code: 261061 November 30, 2021 Dear Shareholder: You are cordially invited to attend the 2021 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, |
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| November 30, 2021 |
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 November 2021 Commission File No. |
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| September 2, 2021 |
Exhibit 99.1 Fuwei Films Announces Its Unaudited Financial Results for the Second Quarter of 2021 -Teleconference to be Held on Friday, September 3, 2021 at 8:00 am ET- BEIJING, September 2, 2021 - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL) (?Fuwei Films? or the ?Company?), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced its unaudited financial res |
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| September 2, 2021 |
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 June 30, 2021 Commission File No. |
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| August 26, 2021 |
Fuwei Films Announces Results of Extraordinary General Meeting in 2021 Exhibit 99.1 Fuwei Films Announces Results of Extraordinary General Meeting in 2021 BEIJING, August 26, 2021 - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL) (?Fuwei Films? or the ?Company?), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced that an Extraordinary General Meeting of Shareholders (the ?EGM?) was held today, at 10:00 a.m. (Beijing Time) at |
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| August 26, 2021 |
6-K 1 tm2125981d16k.htm FORM 6-K 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 August 2021 Commission File No. 001-33176 Fuwei Films (Holdings) Co., Ltd. No. 387 Dongming Road, Weifang, Shandong, People’s Republic of China, Postal Code: 2610 |
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| July 28, 2021 |
ENESOON NEW ENERGY LIMITED INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.3 ENESOON NEW ENERGY LIMITED INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Unaudited condensed Consolidated Financial Statements Unaudited Condensed Consolidated Balance Sheets as of December 31, 2020 and June 30, 2020 F-2 Unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the six months ended December 31, 2020 and 2019 F-3 Unaudited Cond |
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| July 28, 2021 |
EX-99.1 2 tm2123205d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Table of Contents EXPLANATORY NOTE 7 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 8 USE OF CERTAIN DEFINED TERMS 10 DISCRIPTION OF BUSINESS 11 Overview 11 Enesoon’s Competitive Strengths 12 Enesoon’s Strategies 14 Development and Construction of New Energy Stations 14 Further Strengthening Technological Expertise 14 Improving Efficienc |
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| July 28, 2021 |
EX-99.2 3 tm2123205d2ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 FUWEI FILMS (HOLDINGS) CO., LTD. (incorporated in the Cayman Islands as an exempted company with limited liability) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Fuwei Films (Holdings) Co., Ltd. (the “Company”) will be held at No. 387 Dongming Road, Weifang, Shandong, Chi |
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| July 28, 2021 |
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 July 2021 Commission File No. |
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| July 28, 2021 |
Exhibit 99.3 FUWEI FILMS (HOLDINGS) CO. LTD. PROXY FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON AUGEST 26, 2021 The undersigned shareholder of Fuwei Films (Holdings) Co. Ltd., a Cayman Islands corporation (the ?Company?), being the registered holder of shares in the Company, hereby acknowledges receipt of the Notice of Extraordinary General Meeting of Shareholders and hereby appoints the chairm |
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| July 28, 2021 |
AMENDMENT TO SECURITIES PURCHASE AGREEMENT Exhibit 99.4 AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT is made as of July 28, 2021 (this ?Amendment?), by and among (i) Fuwei Films (Holdings) Co., Ltd., a Cayman Islands exempted company (?FFHL?); (ii) Enesoon New Energy Limited, a British Virgin Islands company (the ?Company?), (iii) the current shareholders of the Company, whose signatures have b |
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| July 28, 2021 |
COMPARATIVE SHARE INFORMATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.4 COMPARATIVE SHARE INFORMATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction Fuwei is providing the following unaudited pro forma combined financial information to aid you in your analysis of the financial aspects of the proposed Transaction with Enesoon (?Business Combination?). The unaudited pro forma combined balance sheet as of December 31, 2020 gives pr |
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| July 28, 2021 |
Exhibit 99.2 Enesoon New Energy Limited and Subsidiaries CONSOLIDATED FINANCIAL STATEMENTS as of June 30, 2020, 2019 and 2018 ENESOON NEW ENERGY LIMITED INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of June 30, 2018, 2019 and 2020 F-3 Consolidated Statements of Income and Compr |
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| July 28, 2021 |
Fuwei Films Announcement to Hold Extraordinary General Meeting Exhibit 99.1 Fuwei Films Announcement to Hold Extraordinary General Meeting BEIJING, July 28, 2021 - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL) (?Fuwei Films? or the ?Company?), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced that the Company will hold an Extraordinary General Meeting of Shareholders (the ?EGM?) on August 26, 2021 at 10:00 a.m. (Be |
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| July 28, 2021 |
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 July 2021 Commission File No. |
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| June 24, 2021 |
Exhibit 99.1 Fuwei Films Announces Its Unaudited Financial Results for the First Quarter of 2021 -Teleconference to be Held on Friday, June 25, 2021 at 9:00 am ET- BEIJING, June 24, 2021 - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL) (?Fuwei Films? or the ?Company?), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced its unaudited financial results for |
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| June 24, 2021 |
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 March 31, 2021 Commission File No. |
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| April 22, 2021 |
EXHIBIT 12.1 CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULES 13a-14 and 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934 I, Lei Yan, certify that: 1. I have reviewed this annual report on Form 20-F for the fiscal year ended December 31, 2020 of Fuwei Films (Holdings) Co., Ltd. (the ?Registrant?); 2. Based on my knowledge, this annual report does not contain any untrue statement of a ma |
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| April 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, 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 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| April 22, 2021 |
Exhibit 2.1 DESCRIPTION OF SECURITIES We are a Cayman Islands company and our affairs are governed by our memorandum and articles of association and the Companies Act, Cap.22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, or the Companies Act. Our authorized share capital consisted of 5,000,000 ordinary shares, par value US$0.519008 per share (reflecting the Reverse Stock Spli |
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| April 22, 2021 |
EXHIBIT 12.2 CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULES 13a-14 and 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934 I, Jingjing Cheng, certify that: 1. I have reviewed this annual report on Form 20-F for the fiscal year ended December 31, 2020 of Fuwei Films (Holdings) Co., Ltd. (the “Registrant”); 2. Based on my knowledge, this annual report does not contain any untrue statement |
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| April 22, 2021 |
EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTIONS 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Fuwei Films (Holdings) Co., Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Lei Yan and Jingjing Cheng, the Chi |
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| April 5, 2021 |
Current Report of Foreign Issuer - FORM 6-K 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 April 2021 Commission File No. |
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| April 5, 2021 |
Fuwei Films Provides Updates on Corporate Transactions EX-99.1 2 tm2111488d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Fuwei Films Provides Updates on Corporate Transactions BEIJING, March 31, 2021 /PRNewswire/ - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL) (“Fuwei Films” or the “Company”), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced that the Company has entered into a Securities Purchase Agreement (the “P |
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| April 5, 2021 |
EX-99.2 3 tm2111488d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 31, 2021, by and among (i) Fuwei Films (Holdings) Co., Ltd., a Cayman Islands exempted company (“FFHL”); (ii) Enesoon New Energy Limited, a British Virgin Islands company (the “Company”), (iii) the current shareholders of the Comp |
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| December 23, 2020 |
Current Report of Foreign Issuer - FORM 6-K 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 December 2020 Commission File No. |
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| December 23, 2020 |
Fuwei Films Announces Result of the Open Bidding to Sell the Dornier Production Line Exhibit 99.1 Fuwei Films Announces Result of the Open Bidding to Sell the Dornier Production Line BEIJING, December 23, 2020 - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL, “Fuwei” or the “Company”), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced that the open bidding previously initiated by the Company to sell its Dornier production line (also known |
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| November 30, 2020 |
Fuwei Films Announces Its Intention to Sell the Dornier Production Line Exhibit 99.1 Fuwei Films Announces Its Intention to Sell the Dornier Production Line BEIJING, November 30, 2020 - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL, “Fuwei” or the “Company”), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced the Board of Directors (the “Board”) has approved and authorized the management of the Company to sell its Dornier pro |
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| November 30, 2020 |
Current Report of Foreign Issuer - FORM 6-K 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 November 2020 Commission File No. |
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| November 23, 2020 |
Current Report of Foreign Issuer - FORM 6-K 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 September 30, 2020 Commission File No. |
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| November 23, 2020 |
Exhibit 99.1 Fuwei Films Announces Its Unaudited Financial Results for the Third Quarter of 2020 -Teleconference to be held on November 24, 2020 at 8:00 am ET- BEIJING, November 23, 2020 - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL) (“Fuwei Films” or the “Company”), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced its unaudited financial results for |
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| November 23, 2020 |
Transfer of Loan Agreement (Unofficial Summary English Translation Solely for Convenience) Exhibit 4.1 Transfer of Loan Agreement (Unofficial Summary English Translation Solely for Convenience) Party A: Shandong SNTON Optical Materials Technology Co., Ltd. (the “Shandong SNTON”) Legal Representative: Zengyong Wang Party B: Shandong Shengjia Industrial Park Operation and Management (“Shandong Shengjia”) Legal Representative: Yawen Zhang Considering: In April 2014, Fuwei Films (Shandong) |
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| November 23, 2020 |
Transfer of Loan Agreement (Unofficial Summary English Translation Solely for Convenience) EX-4.2 3 tm2036531d1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 Transfer of Loan Agreement (Unofficial Summary English Translation Solely for Convenience) Party A: Shandong Shengjia Industrial Park Operation and Management (“Shandong Shengjia”) Legal Representative: Yawen Zhang Party B: Shanghai Meicheng Enterprise Management Co., Ltd., (“Shanghai Meicheng”) Legal Representative: Miaomiao Yan Considering: S |
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| November 6, 2020 |
Current Report of Foreign Issuer - FORM 6-K 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 November 2020 Commission File No. |
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| November 6, 2020 |
Fuwei Films Announces Results of 2020 Annual General Meeting of Shareholders Exhibit 99.1 Fuwei Films Announces Results of 2020 Annual General Meeting of Shareholders BEIJING, November 6, 2020 - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL) ("Fuwei Films" or the "Company"), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced the results of its Annual General Meeting of Shareholders (the "Meeting"), which was held on November 6, 20 |
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| September 28, 2020 |
Current Report of Foreign Issuer - FORM 6-K 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 September 2020 Commission File No. |
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| September 28, 2020 |
Exhibit 99.1 FUWEI FILMS (HOLDINGS) CO., LTD. No. 387 Dongming Road Weifang Shandong People’s Republic of China, Postal Code: 261061 September 28, 2020 Dear Shareholder: You are cordially invited to attend the 2020 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, |
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| September 22, 2020 |
Current Report of Foreign Issuer - FORM 6-K 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 September 2020 Commission File No. |
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| September 3, 2020 |
Current Report of Foreign Issuer - FORM 6-K 6-K 1 tm2029877-16k.htm FORM 6-K 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 June 30, 2020 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 |
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| September 3, 2020 |
Exhibit 99.1 Fuwei Films Announces Its Unaudited Financial Results for the Second Quarter of 2020 -Teleconference to be Held on Friday, September 4, 2020 at 9:00 am ET- BEIJING, September 3, 2020 - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL) (“Fuwei Films” or the “Company”), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced its unaudited financial res |
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| July 17, 2020 |
Fuwei Films Announces Change in Management Exhibit 99.1 Fuwei Films Announces Change in Management BEIJING, July 17, 2020 - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL, “Fuwei” or the “Company”), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced that Mr. Zengyong Wang had given notice of his resignation dated July 10, 2020, as the Company’s Chief Executive Officer and Chairman of the Board of D |
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| July 17, 2020 |
Current Report of Foreign Issuer - FORM 6-K 6-K 1 tm2025071d16k.htm FORM 6-K 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 July 2020 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 PRI |
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| July 6, 2020 |
Joint Filing Agreement, dated July 6, 2020, by and among Miaomiao Yan, Meicheng, Ruishang and Apex Exhibit 99.1 JOINT FILING AGREEMENT The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them without the necessity of filing additional joint filing agreements. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This |
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| July 6, 2020 |
CUSIP No. G3704F 10 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Fuwei Films (Holdings) Co., Ltd. (Name of Issuer) Ordinary Shares, par value $0.519008 per share (Title of Class of Securities) G3704F 10 2 (CUSIP Number) Miaomiao Yan Shanghai Meicheng Enterprise Management Co., Ltd. No. 1999 Bei Xing Road, San Xing |
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| July 6, 2020 |
Exhibit 99.2 English translation Equity Transfer Agreement Year 2020 Month June Date 23 Transferor (hereinafter referred to as “Party A”): Shangdong Sheng Tong Group Co., Ltd. Transferee (hereinafter referred to as “Party B”): Shanghai Meicheng Enterprise Management Co., Ltd. Whereas that Party A legally owns 100% of the equity in Hongkong Ruishang International Trade Co., Ltd. (hereinafter referr |
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| July 2, 2020 |
Fuwei Films Announces Majority Ownership Transfer Exhibit 99.1 Fuwei Films Announces Majority Ownership Transfer BEIJING, July 2, 2020 - Fuwei Films (Holdings) Co., Ltd. (Nasdaq: FFHL, “Fuwei” or the “Company”), a manufacturer and distributor of high-quality BOPET plastic films in China, today announced the Company received a notification from Shanghai Meicheng Enterprise Management Co., Ltd., (“Shanghai Meicheng”) with respect to an ownership tr |
