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. 387 Dongming Road, Weifang, Shandong 261061, People’s Republic of China, on Monday, September 19, 2022 at 10:00 a.m. (China Standard Time), for the purposes of considering and, if thought fit, approving the transactions contemplated in the Agreement and Plan of Merger (the “Merger Agreement”), dated July 18, 2022, pursuant to which the shareholders of BaiJiaYun Limited (“BJY”) will exchange all of the issued and outstanding share capital of BJY for newly issued shares of the Company in a transaction exempt from the registration requirements under the Securities Act of 1933 (the “Transaction”). The Transaction, which was previously announced on July 18, 2022, will upon consummation result in BJY becoming a wholly owned subsidiary of the Company.

Shareholders of the Company will also be asked to consider and vote on certain additional Transaction-related proposals at the EGM, including (i) amendment and restatement of the memorandum and article of association of the Company, effective immediately prior to the consummation of the Transaction, and (ii) the change of the Company’s name to “Baijiayun Group Ltd 百家云集团有限公司”, conditional upon closing of the Transaction.

Holders of record of ordinary shares of the Company at the close of business in the Cayman Islands on August 22, 2022 are entitled to notice of, and to vote at, the EGM or any adjournment thereof.

The notice of the EGM, which contains the detailed proposals to be presented at the EGM, and the proxy statement related to the EGM, are being filed today with the U.S. Securities and Exchange Commission (“SEC”) and can be obtained without charge from the SEC’s website (http://www.sec.gov). These documents are also available in the “Investors” section of the Company’s corporate website at fuweiholdings.com/cn/down.aspx.

SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN VOTING INSTRUCTIONS AND IMPORTANT INFORMATION ABOUT THE COMPANY, BJY, THE TRANSACTION AND RELATED MATTERS.

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction described above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of BJY or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

About Fuwei Films

Fuwei Films conducts its business through its wholly owned subsidiary, Fuwei Films (Shandong) Co., Ltd. (“Fuwei Shandong”). Fuwei Shandong develops, manufactures and distributes high-quality plastic films using the biaxial oriented stretch technique, otherwise known as BOPET film (biaxially oriented polyethylene terephthalate). Fuwei’s BOPET film is widely used to package food, medicine, cosmetics, tobacco, and alcohol, as well as in the imaging, electronics, and magnetic products industries.

Safe Harbor

This press release contains certain “forward-looking statements.” These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the pending Transaction described herein, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed Transaction, including the equity values, the benefits of the proposed Transaction, expected revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the Transaction. The words “will,” “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements.

Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from the expectations as a result of a variety of factors. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which are hard to predict or control, that may cause the actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. Risk factors that could contribute to such differences include those matters more fully disclosed in the Company’s reports filed with the U.S. Securities and Exchange Commission which, among other things, include the significant oversupply of BOPET films resulting from the rapid growth of the Chinese BOPET industry capacity, changes in the international market and trade barriers, especially the uncertainty of the antidumping investigation and imposition of an anti-dumping duty on imports of the BOPET films originating from the People's Republic of China (“China”) conducted by certain countries; uncertainty around coronavirus (COVID-19) outbreak and the effects of government and other measures seeking to contain its spread, uncertainty around U.S.-China trade war and its effect on the Company’s operation, fluctuations of the RMB exchange rate, and our ability to obtain adequate financing for our planned capital expenditure requirements; uncertainty as to our ability to continuously develop new BOPET film products and keep up with changes in BOPET film technology; risks associated with possible defects and errors in our products; uncertainty as to our ability to protect and enforce our intellectual property rights; uncertainty as to our ability to attract and retain qualified executives and personnel; and uncertainty in acquiring raw materials on time and on acceptable terms, particularly in view of the volatility in the prices of petroleum products in recent years; the effect of the announcement of the Transaction with BJY on the ability of the Company to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom the Company or BJY do business, or on the Company’s or BJY’s operating results and business generally; risks that the Transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Transaction; the ability of the parties to consummate the proposed Transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the proposed Transaction, at all or in a timely manner; risks that the proposed Transaction may not close due to prohibition by a governmental entity; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction documents; any material adverse change with respect to the financial position, performance, operations or prospects of the Company or BJY; changes in applicable laws and regulations; risks relating to the combined company’s ability to enhance its services and products, execute its business strategy, expand its customer base and maintain stable relationship with its business partners; and business disruption following the Transaction. The forward-looking information provided herein represents the Company’s estimates as of the date of the press release, and subsequent events and developments may cause the Company’s estimates to change. The Company specifically disclaims any obligation to update the forward-looking information in the future. Therefore, this forward-looking information should not be relied upon as representing the Company’s estimates of its future financial performance as of any date subsequent to the date of this press release.

A further list and description of risks and uncertainties can be found in the documents that the parties have filed or furnished, or may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and BJY, the Company and their subsidiaries and affiliates undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

For more information, please contact:

In China:

Ms. Xiaoli Yu

Investor Relations Officer

Phone: +86-133-615-59266

Email: fuweiIR@fuweifilms.com

In the U.S.:

Shiwei Yin

Investor Relations

Grayling

Phone: +1-646-284-9474

Email: shiwei.yin@grayling.com

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 (Holdings) Co., Ltd. to be held on September 19, 2022, at 10:00 a.m., China Standard Time, at No. 387 Dongming Road, Weifang, Shandong 261061, People’s Republic of China. At the meeting, you will be asked to vote on the important matters described in detail in the notice of extraordinary general meeting of shareholders and the proxy statement accompanying this letter.

The proxy statement is being provided to you as a shareholder of Fuwei Films (Holdings) Co., Ltd. (“Fuwei,” “ListCo” or the “Company”), in connection with the proposed merger of the Merger Sub (as defined below) with BaiJiaYun Limited, a leading video-centric technology solution provider in China with core expertise in SaaS/PaaS solutions (“BJY”).

At the extraordinary general meeting, you will be asked to vote on the adoption of an agreement and plan of merger, dated as of July 18, 2022, as it may be amended from time to time (the “Merger Agreement”), by and between Fuwei and BJY, an exempted company incorporated with limited liability under the laws of the Cayman Islands, pursuant to which a wholly-owned subsidiary of Fuwei (“Merger Sub”) will be merged (the “Merger”) with and into BJY, with BJY being the surviving entity (the “Surviving Entity”). Shareholders of BJY will exchange all of the issued and outstanding shares of BJY immediately prior to the Merger for newly issued shares of Fuwei in a transaction exempt from the registration requirements under the Securities Act of 1933. Upon consummation of the Merger, BJY will become a wholly-owned subsidiary of Fuwei. Copies of the Merger Agreement and the plan of merger in respect of the Merger (the “plan of merger”) are attached as Annex B and Annex D respectively to the accompanying proxy statement.

Upon consummation of the Merger (the “Closing”), (i) each ordinary share of Fuwei, par value US$0.519008 per share (the “Shares”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will be re-classified and re-designated as one validly issued, fully paid and non-assessable Class A ordinary share of ListCo, par value of US$0.519008 per share (each a “ListCo Class A Ordinary Share”); (ii) each ordinary share of BJY issued and outstanding immediately prior to the Effective Time (other than any ordinary share of BJY held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be cancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares; (iii) each ordinary share or preferred share of BJY issued and outstanding immediately prior to the Effective Time and held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd will be cancelled in exchange for the right to receive 0.7807324 Class B ordinary share of ListCo, par value of US$0.519008 per share (each a “ListCo Class B Ordinary Share”); (iv) each preferred share of BJY issued and outstanding immediately prior to the Effective Time (other than any preferred shares of BJY held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be cancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares; (v) each warrant to subscribe for ordinary shares or preferred shares of BJY issued and outstanding immediately prior to the Effective Time (other than any warrant held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited or Nuan Nuan Ltd) will be cancelled and shall cease to be a warrant in respect of ordinary shares or preferred shares of BJY and will be automatically converted into a warrant to acquire a number of ListCo Class A Ordinary Shares equal to (a) the number of ordinary shares or preferred shares of BJY underlying such warrant multiplied by (b) 0.7807324; (vi) each warrant to subscribe for ordinary shares or preferred shares of BJY issued and outstanding immediately prior to the Effective Time and held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited or Nuan Nuan Ltd will be cancelled and shall cease to be a warrant in respect of ordinary shares or preferred shares of BJY and will be automatically converted into a warrant to acquire a number of ListCo Class B Ordinary Shares equal to (a) the number of ordinary shares or preferred shares of BJY underlying such warrant multiplied by (b) 0.7807324; and (vii) each ordinary share or preferred share of BJY issued and outstanding immediately prior to the Effective Time and held by BJY as treasury share, or owned by ListCo or Merger Sub or any other wholly owned subsidiary of ListCo or Merger Sub will be automatically cancelled and extinguished without any conversion thereof or payment therefor.

Upon consummation of the Merger, the existing BJY shareholders and existing Fuwei shareholders will own approximately 96.79% and 3.21%, respectively, of the outstanding shares of Fuwei on a fully diluted and as converted basis.

ListCo and BJY anticipate that the Merger will be consummated in the fourth quarter of 2022, subject to the satisfaction of closing conditions set forth in the Merger Agreement, including among other things, receipt of Company shareholder approval and regulatory approvals (if applicable) and the continuous listing of ListCo on Nasdaq.

The audit committee of the board of directors of ListCo (the “Audit Committee”) consisting of directors who are independent of and unaffiliated with any of the management members of ListCo, BJY, Merger Sub or their affiliates and are not employees of ListCo or any of its subsidiaries and consolidated affiliates, reviewed and considered the terms and conditions of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. On July 15, 2022, the Audit Committee unanimously (a) approved and declared advisable the Merger, the Merger Agreement, the plan of merger, other transaction agreements and the transactions contemplated thereunder, and (b) determined that the Merger, the Merger Agreement, the plan of merger, other transaction agreements and the transactions contemplated thereunder are in the best interest of ListCo and its shareholders.

On July 15, 2022, the board of directors of ListCo (the “Board”), after carefully considering all relevant factors, including the unanimous determination of the Audit Committee, (a) approved and declared advisable the Merger, the Merger Agreement, the plan of merger, other transaction agreements and the transactions contemplated thereunder, (b) determined that the Merger, the Merger Agreement, the plan of merger, other transaction agreements and the transactions contemplated thereunder are in the best interest of ListCo and its shareholders, and (c) resolved to recommend that the ListCo’s shareholders vote to approve the Merger Agreement, the other transaction agreements and the transactions contemplated thereunder.

After careful consideration and upon the unanimous recommendation of the Audit Committee composed solely of directors who are independent of and unaffiliated with any of the management members of ListCo, BJY, Merger Sub or their affiliates, the Board authorized and approved the Merger Agreement and the plan of merger and recommends that you vote (a) FOR the proposal to authorize and approve the Merger Agreement, the plan of merger and the transactions contemplated by the Merger Agreement and the plan of merger, including the Merger, (b) FOR the proposal to approve the change of the name of ListCo from “Fuwei Films (Holdings) Co., Ltd.” to “Baijiayun Group Ltd 百家云集团有限公司” which will take effect from the date of entry of the new name in place of the existing name of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands (the “Change of Name”); (c) FOR the proposal to approve the variation of the authorized share capital of ListCo effective immediately prior to the Effective Time (the “Variation of Share Capital”); (d) FOR the proposal to adopt the third amended and restated memorandum of association and the second amended and restated articles of association of ListCo in the form attached as Annex F to the accompanying proxy statement, in substitution for and to the exclusion of the existing memorandum and articles of association of ListCo, effective immediately prior to the Effective Time (the “Adoption of M&A”); (e) FOR the proposal to authorize each of the directors and officers of ListCo to do all things necessary to give effect to the Merger Agreement, the plan of merger, and the transactions contemplated by the Merger Agreement and plan of merger, including the Merger and, the Change of Name, the Variation of Share Capital and the Adoption of M&A; and (f) FOR the proposal to approve the adjournment of the extraordinary general meeting, if necessary, to permit further solicitation of proxies if there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

The accompanying proxy statement provides important information regarding the extraordinary general meeting and a detailed description of the Merger Agreement, the Merger and the other proposals described above, as well as detailed business and financial information about BJY. You are urged to read carefully the accompanying proxy statement, the annexes included with the proxy statement and the documents incorporated by reference into the proxy statement. Please pay particular attention to and read carefully the section “Risk Factors” beginning on page 21 of the accompanying proxy statement. You can also obtain information about Fuwei from documents that it has previously filed with the Securities and Exchange Commission.

Regardless of the number of Shares that you own, your vote is very important. Even if you plan to attend the extraordinary general meeting in person, we request that you submit your proxy card, the forms of which are attached as Annex E to the accompanying proxy statement, in accordance with the instructions set forth on the proxy card as promptly as possible. You should simply indicate on your proxy card how you want to vote, sign and date the proxy card, and mail the proxy card in the enclosed return envelope as soon as possible to ensure that it will be received by ListCo no later than September 16, 2022 at 12:00 p.m. (China Standard Time), which is the deadline to lodge your proxy card. The proxy card is the “instrument appointing a proxy” as referred to in ListCo’s articles of association. Voting at the extraordinary general meeting will take place by poll voting, as the chairman of the Board (who will also act as chairman of the extraordinary general meeting) has undertaken to demand poll voting at the meeting. Each shareholder has one vote for each Share held as of the close of business in the Cayman Islands on August 22, 2022.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Shares in person. Please note, however, that if your Shares are registered in the name of a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the registered holder a proxy issued in your name.

If you have any questions or need assistance voting your shares, please contact our Investor Relations Department in writing at No. 387 Dongming Road, Weifang, Shandong 261061, People’s Republic of China. Attention: Xiaoli YU, or call our Investor Relations Department at+86-133-615-59266.

Sincerely,

Lei Yan

Chairman of the Board of Directors, Fuwei Films (Holdings) Co., Ltd.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement or determined that the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated August 22, 2022.

FUWEI FILMS (HOLDINGS) CO., LTD.

No. 387 Dongming Road
Weifang, Shandong 261061
People's Republic of China
+86 133 615 59266

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 19, 2022

Notice is hereby given that Fuwei Films (Holdings) Co., Ltd. (the “Company” or “Fuwei”) will hold an extraordinary general meeting of shareholders on September 19, 2022, at 10:00 a.m., China Standard Time, at No. 387 Dongming Road, Weifang, Shandong 261061, People’s Republic of China.

Only registered holders of ordinary shares, par value US$0.519008 per share, of the Company (the “Shares”) at the close of business in the Cayman Islands on August 22, 2022 or their proxy holders are entitled to vote at this extraordinary general meeting or any adjournment thereof. At the meeting, you will be asked to consider and vote upon the following resolutions:

as special resolutions:

THAT the agreement and plan of merger, dated as of July 18, 2022 (the “Merger Agreement”), by and among the Company and BaiJiaYun Limited (“BJY”), the plan of merger (the “plan of merger”) required to be registered with the Registrar of Companies in the Cayman Islands (such plan of merger being substantially in the form attached as Annex D to the accompanying proxy statement and to be produced and made available for inspection at the extraordinary general meeting) in order to give effect to the merger (the “Merger”) of a wholly-owned subsidiary of the Company (“Merger Sub”) with and into BJY, with BJY being the surviving entity (the “Surviving Entity”), and any and all transactions contemplated by the Merger Agreement and the plan of merger, including (a) the Merger, (b) upon the Merger becoming effective, the adoption of the memorandum and articles of association of the Surviving Entity, in the form of the memorandum and articles of the Merger Sub as attached as Schedule 2 to the plan of merger, in substitution for and to the exclusion of the existing memorandum and articles of association of BJY, and (c) the allotment and issue of Class A ordinary shares of ListCo, par value of US$0.519008 per share (each a “ListCo Class A Ordinary Share”) and Class B ordinary shares of ListCo, par value of US$0.519008 per share (each a “ListCo Class B Ordinary Share”), as consideration and in exchange for the shares in BJY issued and outstanding immediately prior to the effective time (the “Effective Time”) of the Merger in accordance with the terms of the Merger Agreement, (d) the issue of warrants to acquire ListCo Class A Ordinary Shares (each a “ListCo Class A Warrant”, and collectively the “ListCo Class A Warrants”) and warrants to acquire ListCo Class B Ordinary Shares (each a “ListCo Class B Warrant”, and collectively the “ListCo Class B Warrants”, and the ListCo Class A Warrants and the ListCo Class B Warrants collectively, the “ListCo Warrants”) as consideration and in exchange for the warrants to subscribe for ordinary shares or preferred shares of BJY issued and outstanding immediately prior to the Effective Time in accordance with the terms of the Merger Agreement, and (e) upon the exercise of any ListCo Warrant, the allotment and issue of the applicable ListCo Class A Ordinary Shares or ListCo Class B Ordinary Shares (as the case may be) pursuant to the terms of such ListCo Warrant be authorized and approved;

THAT conditional upon closing of the Merger, the name of the Company be changed from “Fuwei Films (Holdings) Co., Ltd.” to “Baijiayun Group Ltd 百家云集团有限公司” which will take effect from the date of entry of the new name in place of the existing name of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands (the “Change of Name”);

THAT, immediately prior to the effective time (the “Effective Time”) of the Merger, the authorized share capital of the Company be varied as follows (the “Variation of Share Capital”):

such that following such Variation of Share Capital, the authorized share capital of the Company will be US$2,231,734,400 divided into 4,300,000,000 ordinary shares of a par value of US$0.519008 each comprising (a) 2,000,000,000 class A ordinary shares of a par value of US$0.519008 each and (b) 2,300,000,000 class B ordinary shares of a par value of US$0.519008 each, with the power for the Company, insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said share capital subject to the provisions of the Companies Act (As Revised) and the Articles of Association of the Company and for the Board to have power in accordance with Articles 8 and 18 of the Articles of Association to reclassify any unissued shares and to issue any part of its capital, whether original, redeemed or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained;

THAT the third amended and restated memorandum of association and the second amended and restated articles of association of the Company in the form attached as Annex F to the accompanying proxy statement with effective immediately prior to the Effective Time (the “Adoption of M&A”) be approved and adopted in substitution for and to the exclusion of the existing memorandum and article of association of the Company;

THAT each of the directors and officers of the Company be authorized to do all things necessary to give effect to the Merger Agreement, the plan of merger, and the transactions contemplated by the Merger Agreement and the plan of merger, including the Merger and, effective immediately prior to the Effective Time, the Change of Name, the Variation of Share Capital and the Adoption of M&A; and

if necessary, as an ordinary resolution:

THAT the chairman of the extraordinary general meeting be instructed to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

After careful consideration and upon the unanimous recommendation of the audit committee of the board of directors of the Company (the “Board”) composed solely of directors who are independent of and unaffiliated with any of the management members of the Company, BJY, Merger Sub or their affiliates, the Board authorized and approved the Merger Agreement and the plan of merger and recommends that you vote (a) FOR the proposal to authorize and approve the Merger Agreement, the plan of merger and the transactions contemplated by the Merger Agreement and the plan of merger, including the Merger, (b) FOR the proposal to approve the change of the corporate name of the Company from “Fuwei Films (Holdings) Co., Ltd.” to “Baijiayun Group Ltd 百家云集团有限公司” which will take effect from the date of entry of the new name in place of the existing name of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands; (c) FOR the proposal to approve the variation of the authorized share capital of the Company effective immediately prior to the Effective Time; (d) FOR the proposal to adopt the third amended and restated memorandum of association and the second amended and restated articles of association of the Company in the form attached as Annex F to the accompanying proxy statement, in substitution for and to the exclusion of the existing memorandum and articles of association of ListCo, effective immediately prior to the Effective Time; (e) FOR the proposal to authorize each of the directors and officers of the Company to do all things necessary to give effect to the Merger Agreement, the plan of merger, and the transactions contemplated by the Merger Agreement and plan of merger, including the Merger and, the Change of Name, the Variation of Share Capital and the Adoption of M&A; and (f) FOR the proposal to approve the adjournment of the extraordinary general meeting, if necessary, to permit further solicitation of proxies if there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

In order for the Merger to be consummated, the Merger Agreement, the plan of merger and the transactions contemplated under the Merger Agreement and the plan of merger, including the Merger must be authorized and approved by a special resolution of the Company passed by affirmative votes cast by such shareholders representing not less than two-thirds of the Shares present and voting in person or by proxy as a single class at the extraordinary general meeting of the shareholders of the Company.

Regardless of the number of Shares that you own, your vote is very important. Even if you plan to attend the extraordinary general meeting in person, we request that you submit your proxy card in accordance with the instructions set forth on the proxy card as promptly as possible. You should simply indicate on your proxy card how you want to vote, sign and date the proxy card, and mail the proxy card in the enclosed return envelope as soon as possible to ensure that it will be received by the Company no later than September 16, 2022 at 12:00 p.m. (China Standard Time), which is the deadline to lodge your proxy card. The proxy card is the “instrument appointing a proxy” as referred to in the Company’s articles of association. Voting at the extraordinary general meeting will take place by poll voting, as the Chairman of the Company’s board of directors has undertaken to demand poll voting at the meeting. Each shareholder has one vote for each Share held as of the close of business in the Cayman Islands on August 22, 2022.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Shares in person. Please note, however, that if your Shares are registered in the name of a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the registered holder a proxy issued in your name.

If you abstain from voting, fail to cast your vote in person, fail to complete and return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to your broker, dealer, commercial bank, trust company or other nominee, your vote will not be counted.

If you receive more than one proxy card because you own Shares that are registered in different names, please vote all of your Shares shown on each of your proxy cards in accordance with the instructions set forth on each such proxy card.

PLEASE DO NOT SEND YOUR SHARE CERTIFICATES AT THIS TIME. IF THE MERGER IS CONSUMMATED, YOU WILL BE SENT INSTRUCTIONS REGARDING THE SURRENDER OF YOUR SHARE CERTIFICATES.

The Merger Agreement, the plan of merger and the transactions contemplated by the Merger Agreement and the plan of merger, including the Merger are described in the accompanying proxy statement. Copies of the Merger Agreement and the plan of merger are included as Annex B and Annex D respectively to the accompanying proxy statement. We urge you to read the entire accompanying proxy statement carefully.

The Company is actively monitoring the circumstances surrounding the COVID-19 pandemic and is sensitive to the public health and travel concerns shareholders may have and the protocols or restrictions that federal, state, and local governments may impose. In the event it is not possible or advisable to hold the extraordinary general meeting in person, the Company will publicly announce a determination to hold a virtual extraordinary general meeting by filing a notice of the change(s) to the extraordinary general meeting, and in a press release available at the Company’s website as soon as practicable before the extraordinary general meeting. In the event the extraordinary general meeting is conducted virtually, it will be held at the same time and on the same date as indicated above, via a live audio webcast. You or your proxyholder will be able to participate, vote and examine the list of shareholders at a virtual extraordinary general meeting in the event that the extraordinary general meeting is not held in person.

Notes:

1. Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he or she were solely entitled thereto, but if more than one of such joint holders are present at any meeting, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the joint holders. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

2. The instrument appointing a proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney or other person duly authorized.

3. A proxy need not be a member (registered shareholder) of the Company.

4. The chairman of the extraordinary general meeting may at his or her discretion direct that a proxy card will be deemed to have been duly deposited where sent by email or telefax upon receipt of email or telefax confirmation that the signed original thereof has been sent. A proxy card that is not deposited in the manner permitted will be invalid.

5. Votes given in accordance with the terms of a proxy card will be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share or Shares in respect of which the proxy is given, unless notice in writing of such death, insanity, revocation or transfer is received by Fuwei at Fuwei’s offices at No. 387 Dongming Road, Weifang, Shandong 261061, People’s Republic of China, at least two hours before the commencement of the extraordinary general meeting, or adjourned meeting at which such proxy is used.

By Order of the Board of Directors,

Lei Yan

Chairman of the Board of Directors, Fuwei Films (Holdings) Co., Ltd.

Weifang, Shandong, China

August 22, 2022

PROXY STATEMENT

Dated August 22, 2022

SUMMARY VOTING INSTRUCTIONS

Ensure that your shares of Fuwei Films (Holdings) Co., Ltd. can be voted at the extraordinary general meeting by submitting your proxy card or by contacting your broker, bank or other nominee.

If your shares are registered in the name of a broker, bank or other nominee: check the voting instruction card forwarded by your broker, bank or other nominee to see which voting options are available or contact your broker, bank or other nominee in order to obtain directions as to how to ensure that your shares are voted at the extraordinary general meeting.

If your shares are registered in your name: submit your proxy as soon as possible by signing, dating and returning the accompanying proxy card in the enclosed postage-paid envelope, so that your shares can be voted at the extraordinary general meeting in accordance with your instructions.

If you submit your signed proxy card without indicating how you wish to vote, the shares represented by your proxy will be voted in favor of the resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than the chairman of the meeting as proxy, in which case the shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

If you have any questions, require assistance with voting your proxy card, or need additional copies of proxy material, please contact Fuwei at Investor Relations Officer, No. 387 Dongming Road, Weifang, Shandong 261061, People’s Republic of China or email to fuweiIR@fuweifilms.com.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, (i) "Fuwei," "ListCo," "we," "us," and "our" refers to, as dictated by the context, Fuwei Films (Holdings) Co., Ltd., either by itself or together with its consolidated subsidiaries prior to the Merger and, following consummation of the Merger, together with BJY (as defined below); and (ii) "BJY" refers to BaiJiaYun Limited, which, following consummation of the Merger, will be a wholly owned subsidiary of Fuwei.

In addition, the following terms are commonly used throughout this proxy statement and have the meaning set forth below:

"Audit Committee" means the audit committee of the board of directors of Fuwei.

“BJY Investors” means the BJY Shareholders and investors of BJY holding outstanding warrants of BJY to subscribe for BJY Shares.

"BJY Ordinary Share" means an ordinary share, par value US$0.0001 each, of BJY.

"BJY Preferred Share" means any of the BJY Series A Preferred Shares, BJY Series A+ Preferred Shares, BJY Series B Preferred Shares, BJY Series B+ Preferred Shares and BJY Series C Preferred Shares.

"BJY Series A Preferred Share" means a series A preferred share, par value US$0.0001 per share, of BJY.

"BJY Series A+ Preferred Share" means a series A+ preferred share, par value US$0.0001 per share, of BJY.

"BJY Series B Preferred Share" means a series B preferred share, par value US$0.0001 per share, of BJY.

"BJY Series B+ Preferred Share" means a series B+ preferred share, par value US$0.0001 per share, of BJY.

"BJY Series C Preferred Share" means a series C preferred share, par value US$0.0001 per share, of BJY.

"BJY Share" means any of the BJY Ordinary Shares and the BJY Preferred Shares.

"BJY Shareholders" means the holders of issued and outstanding BJY Ordinary Shares and BJY Preferred Shares.

"Board" means the board of directors of Fuwei.

"CAC" means the Cyberspace Administration of China.

"Cayman Companies Act" means the Companies Act (As Revised) of the Cayman Islands.

"Closing" means the closing of the Merger.

"Closing Date" means the date of the Closing.

"Code" means the U.S. Internal Revenue Code of 1986, as amended.

"COVID-19" means SARS-CoV-2 or COVID-19, and any evolutions thereof.

"CSRC' means the Chinese Securities Regulatory Commission.

"Effective Time" means the time when the plan of merger is registered by the Registrar of Companies of the Cayman Islands or such later time as Merger Sub and BJY may agree and specify in the plan of merger pursuant to the Cayman Companies Act subject to section 234 of the Cayman Companies Act.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"GAAP" means United States generally accepted accounting principles.

"IDC" means “International Data Corporation”, an independent market research, analysis, and consulting firm in the U.S.

"iResearch" means “iResearch Consulting Group”, an independent market research, analysis, and consulting firm in China.

"IRS" means the U.S. Internal Revenue Service.

"JOBS Act" means the United States Jumpstart Our Business Startups Act of 2012.

"ListCo Class A Ordinary Share" means each Class A ordinary share, par value US$0.519008 per share, of ListCo.

"ListCo Class B Ordinary Share" means each Class B ordinary share, par value US$0.519008 per share, of ListCo.

"ListCo Ordinary Share" or "Share" means each ordinary share, par value US$0.519008 per share, of ListCo outstanding immediately prior to or after the Closing.

"ListCo Impairment Effect" means an effect, development, circumstance, fact, change or event that has a material adverse effect on the ability of ListCo to consummate the Merger, which shall include the failure by ListCo to maintain ListCo's continuous listing on, or the continuous listing of American Depositary Shares representing ListCo Ordinary Shares on, Nasdaq.

"MIIT" means the Ministry of Industry and Information Technology of China.

"MOFCOM" means the Ministry of Commerce of the People’s Republic of China.

"Nasdaq" means The Nasdaq Stock Market LLC.

"PCAOB" means the Public Company Accounting Oversight Board.

"SAFE" means the State Administration of Foreign Exchange.

"SAIC" means the State Administration for Industry and Commerce.

"SAT" means the State Administration of Taxation.

"SCNPC" means the Standing Committee of the National People’s Congress.

"SEC" means the United States Securities and Exchange Commission.

"Securities Act" means the United States Securities Act of 1933.

"Termination Date" means the date falling ninety (90) days after the date of the Merger Agreement, which date is subject to extension in accordance with the terms of the Merger Agreement.

"VIE" refers to BaiJiaYun Group Co., Ltd.

SUMMARY TERM SHEET

This summary, together with the questions and answers section that follows, highlights information included elsewhere in this proxy statement. This summary does not contain all of the information you should consider before voting on the proposals presented in this proxy statement. You should read the entire proxy statement carefully, including the annexes attached hereto. For your convenience, we have included cross references to direct you to a more complete description of the topics described in this summary.

The Companies (See Page 56)

Fuwei Films (Holdings) Co., Ltd

ListCo is an exempted company with limited liability incorporated under the laws of the Cayman Islands. ListCo’s principal executive offices are located at No. 387 Dongming Road, Weifang, Shandong 261061, People’s Republic of China. ListCo’s telephone number at this address is +86-133-615-59266. ListCo’s registered office in the Cayman Islands is at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

For a description of ListCo’s history, development, business and organizational structure, see ListCo’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed on April 28, 2022, which is incorporated herein by reference. Please see “Where You Can Find More Information” beginning on page 109 for a description of how to obtain a copy of such Annual Report.

Fuwei Merger Sub Inc.

Fuwei Merger Sub Inc. ("Merger Sub") is an exempted company with limited liability to be incorporated under the laws of the Cayman Islands and will be wholly-owned by ListCo. Merger Sub is being formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement (as defined below), including the Merger (as defined below). The registered office of Merger Sub is Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands.

BaiJiaYun Limited

BJY is a leading video-centric technology solutions provider in China with core expertise in Software-as-a-Service (“SaaS”) and Platform-as-a-Service (“PaaS”) solutions. BJY is committed to delivering reliable, high-quality video experiences across devices and localities. Leveraging the strength of its industry-leading video-centric technologies, BJY offers a wealth of video-centric technology solutions including SaaS/PaaS solutions, cloud and software related solutions and enterprise AI and system solutions catered to the evolving communication and collaboration needs of enterprises of all sizes and across industries, which makes it a one-stop video technology solutions provider.

BJY was incorporated in April 2021 as an exempted company with limited liability in the Cayman Islands. Substantially all of BJY’s business and operations are conducted in China through BaiJiaYun Group Co., Ltd. (the “VIE”) which was incorporated in 2017 and its subsidiaries. BJY obtained control over the VIE by entering into a series of contractual arrangements with the VIE and its shareholders (the “VIE Agreements”). As a result, BJY has been regarded as the primary beneficiary of the VIE and the VIE has been consolidated into BJY.

For a description of BJY’s history, development, business and organizational structure, see "Information About BJY—Corporate History".

BJY’s registered office in the Cayman Islands is Suite #4-210, Governors Square 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands.

The Merger

You are being asked to vote to authorize and approve the agreement and plan of merger, dated as of July 18, 2022 (the “Merger Agreement”) between ListCo and BJY, and the plan of merger (the “plan of merger”) required to be registered with the Registrar of Companies in the Cayman Islands, substantially in the form attached as Annex D to the accompanying proxy statement, in order to give effect to the merger (the “Merger”) of Merger Sub with and into BJY, with BJY being the surviving entity (the “Surviving Entity”), and any and all transactions (“Transactions”) contemplated by the Merger Agreement and plan of merger, including (a) the Merger, (b) the adoption of the memorandum and articles of association of the Surviving Entity, in the form of the memorandum and articles of the Merger Sub as attached as Schedule 2 to the plan of merger, in substitution for and to the exclusion of the existing memorandum and articles of association of BJY, as in effect immediately prior to the Effective Time and (c) the allotment and issue of Class A ordinary shares of ListCo, par value of US$0.519008 per share (each a “ListCo Class A Ordinary Share”) and Class B ordinary shares of ListCo, par value of US$0.519008 per share (each a “ListCo Class B Ordinary Share”), as consideration and in exchange for the shares in BJY issued and outstanding immediately prior to the effective time (the “Effective Time”) of the Merger in accordance with the terms of the Merger Agreement, (d) the issue of warrants to acquire ListCo Class A Ordinary Shares (each a “ListCo Class A Warrant”, and collectively the “ListCo Class A Warrants”) and warrants to acquire ListCo Class B Ordinary Shares (each a “ListCo Class B Warrant”, and collectively the “ListCo Class B Warrants”, and the ListCo Class A Warrants and the ListCo Class B Warrants collectively, the “ListCo Warrants”) as consideration and in exchange for the warrants to subscribe for ordinary shares or preferred shares of BJY issued and outstanding immediately prior to the Effective Time in accordance with the terms of the Merger Agreement, and (e) upon the exercise of any ListCo Warrant, the allotment and issue of the applicable ListCo Class A Ordinary Shares or ListCo Class B Ordinary Shares (as the case may be) pursuant to the terms of such ListCo Warrant.

Following the consummation and as a result of the Merger, the Surviving Entity will be wholly owned by ListCo and will do business under the name “Baijiayun Group Ltd 百家云集团有限公司”. Upon completion of the Transactions, the existing BJY Investors and existing Fuewi shareholders will own approximately 96.79% and 3.21%, respectively, of the outstanding shares of Fuwei on a fully diluted and as converted basis. Copies of the Merger Agreement and the plan of merger are attached as Annex B and Annex D respectively to this proxy statement. You should read the Merger Agreement and the plan of merger in their entirety because they, and not this proxy statement, are the principal legal documents that govern the Merger and the Transactions.

Merger Consideration (See Page 59)

Immediately prior to the Effective Time, the authorized share capital and all of the issued and outstanding ListCo Ordinary Shares will be re-designated and re-classified into two classes of shares with equal economic rights, namely ListCo Class A Ordinary Shares and ListCo Class B Ordinary Shares. Each ListCo Class A Ordinary Share and ListCo Class B Ordinary Share will be entitled to one vote and fifteen votes, respectively.

Each BJY Ordinary Share issued and outstanding immediately prior to the Effective Time (other than any BJY Ordinary Share held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be cancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares.

Each BJY Share issued and outstanding immediately prior to the Effective Time and held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd will be cancelled in exchange for the right to receive 0.7807324 ListCo Class B Ordinary Shares.

Each BJY Series A Preferred Share issued and outstanding immediately prior to the Effective Time (other than any BJY Series A Preferred Shares held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be cancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares.

Each BJY Series A+ Preferred Share issued and outstanding immediately prior to the Effective Time (other than any BJY Series A+ Preferred Shares held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be ancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares.

Each BJY Series B Preferred Share issued and outstanding immediately prior to the Effective Time (other than any BJY Series B Preferred Shares held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be cancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares.

Each BJY Series B+ Preferred Share issued and outstanding immediately prior to the Effective Time (other than any BJY Series B+ Preferred Shares held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be cancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares.

Each BJY Series C Preferred Share issued and outstanding immediately prior to the Effective Time (other than any BJY Series C Preferred Shares held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be cancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares.

Each warrant to subscribe for BJY Shares issued and outstanding immediately prior to the Effective Time (other than any warrant held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited or Nuan Nuan Ltd) will be cancelled and shall cease to be a warrant in respect of BJY Shares and will be automatically converted into a warrant to acquire a number of ListCo Class A Ordinary Shares equal to (a) the number of BJY Shares underlying such warrant multiplied by (b) 0.7807324.

Each warrant to subscribe for BJY Shares issued and outstanding immediately prior to the Effective Time and held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited or Nuan Nuan Ltd will be cancelled and shall cease to be a warrant in respect of BJY Shares and will be automatically converted into a warrant to acquire a number of ListCo Class B Ordinary Shares equal to (a) the number of BJY Shares underlying such warrant multiplied by (b) 0.7807324.

Each BJY Share held by BJY as treasury share or owned by ListCo or Merger Sub or any other wholly owned subsidiary of ListCo or Merger Sub will be automatically cancelled and cease to exist.

Each ListCo Ordinary Share issued and outstanding immediately prior to the Effective Time will be re-classified and re-designated as one ListCo Class A Ordinary Share.

Each ordinary share of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one ordinary share of the Surviving Entity.

Record Date and Quorum (See Page 54)

You are entitled to attend and vote at the extraordinary general meeting if you have Shares registered in your name in ListCo’s register of members at the close of business in the Cayman Islands on August 22, 2022, the Share record date for voting at the extraordinary general meeting. Each outstanding Share on the Share record date entitles the holder to one vote on each matter submitted to the shareholders for authorization and approval at the extraordinary general meeting and any adjournment thereof. We expect that, as of the Share record date, there will be 3,265,837 Shares issued and outstanding and entitled to vote at the extraordinary general meeting. If you have Shares registered in your name on the Share record date, the deadline for you to lodge your proxy card and vote is September 16, 2022 at 12:00 p.m. (China Standard Time). See “Procedures for Voting” below.

Shareholder Vote Required to Authorize and Approve the Merger Agreement and Plan of Merger (See Page 54)

In order for the Merger to be consummated, the Merger Agreement, the plan of merger and the Transactions, including the Merger, must be authorized and approved by a special resolution of ListCo passed by affirmative votes cast by such shareholders representing not less than two-thirds of the Shares present and voting in person or by proxy as a single class at the extraordinary general meeting.

Based on the number of Shares we expect to be issued and outstanding and entitled to vote on the Share record date, and assuming that all shareholders will be present and vote in person or by proxy at the extraordinary general meeting, approximately 2,177,225 Shares would need to be voted in favor of the proposal to authorize and approve the Merger Agreement, the plan of merger and the Transactions, including the Merger, in order for the proposal to be authorized and approved by a special resolution.

If your Shares are held in the name of a broker, bank or other nominee, your broker, bank or other nominee will not vote your Shares in the absence of specific instructions from you.

Procedures for Voting (See Page 55)

Before voting your Shares, we encourage you to read this proxy statement in its entirety, including all of the annexes, attachments, exhibits and materials incorporated by reference, and carefully consider how the Merger will affect you. To ensure that your Shares can be voted at the extraordinary general meeting even in the event that you are unable to attend, please complete the enclosed proxy card in accordance with the instructions set forth on the proxy card as soon as possible. The deadline for you to lodge your proxy card is September 16, 2022 at 12:00 p.m. (China Standard Time).

Approach on Determining the Market Value of BJY (See Page 57)

In determining the market value of BJY, the Board primarily considered the income approach and market approach with the assistance from an independent valuation firm. The determination of the market value of BJY requires complex and subjective judgments and assumptions, which assumptions are inherently uncertain.

Purposes and Effects of the Merger (See Page 57)

The purpose of the Merger is to enable ListCo to acquire 100% control of BJY in a transaction in which the holders of securities of BJY will receive ListCo Ordinary Shares.

The Shares are currently listed on Nasdaq under the symbol “FFHL”. It is expected that, following the consummation of the Merger, ListCo will maintain its listing on Nasdaq under a new symbol “RTC”.

Recommendations of the Audit Committee and the Board (See Page 54)

On July 15, 2022, the Audit Committee unanimously (a) approved and declared advisable the Merger, the Merger Agreement, the plan of merger, other transaction agreements and the transactions contemplated thereunder, and (b) determined that the Merger, the Merger Agreement, the plan of merger, other transaction agreements and the transactions contemplated thereunder are in the best interest of ListCo and its shareholders.

After careful consideration and upon the unanimous recommendation of the Audit Committee composed solely of directors who are independent of and unaffiliated with any of the management members of ListCo, BJY, Merger Sub or their affiliates, the Board authorized and approved the Merger Agreement and the plan of merger and recommends that you vote (a) FOR the proposal to authorize and approve the Merger Agreement, the plan of merger and the transactions contemplated by the Merger Agreement and the plan of merger, including the Merger, (b) FOR the proposal to approve the change of the corporate name of the Company from “Fuwei Films (Holdings) Co., Ltd.” to “Baijiayun Group Ltd 百家云集团有限公司” which will take effect from the date of entry of the new name in place of the existing name of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands (the “Change of Name”); (c) FOR the proposal to approve the variation of the authorized share capital of the Company effective immediately prior to the Effective Time (the “Variation of Share Capital”); (d) FOR the proposal to adopt the third amended and restated memorandum of association and the second amended and restated articles of association of the Company in the form attached as Annex F to this proxy statement, in substitution for and to the exclusion of the existing memorandum and articles of association of the Company, effective immediately prior to the Effective Time (the “Adoption of M&A”); (e) FOR the proposal to authorize each of the directors and officers of the Company to do all things necessary to give effect to the Merger Agreement, the plan of merger, and the transactions contemplated by the Merger Agreement and plan of merger, including the Merger and, the Change of Name, the Variation of Share Capital and the Adoption of M&A; and (f) FOR the proposal to approve the adjournment of the extraordinary general meeting, if necessary, to permit further solicitation of proxies if there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

Ownership of ListCo Ordinary Shares After the Merger (See Page 57)

Upon completion of the Transactions, the existing BJY Investors and existing ListCo shareholders will own approximately 96.79% and 3.21%, respectively, of the outstanding shares of Fuwei on a fully diluted and as converted basis. See “Security Ownership of Certain Beneficial Owners and Management” beginning on page 101 for additional information.

Interests of ListCo Directors and Executive Officers in the Merger (See Page 58)

In considering the recommendations of the Board to vote for the Merger Proposal (as defined below), you should be aware that certain of the current directors and executive officers of ListCo have interests in the Merger that may be different from, or in addition to, the interests of unaffiliated ListCo shareholders generally and may create potential conflicts of interest. For example, pursuant to the terms of the Merger Agreement, ListCo’s directors and executive officers may be entitled to certain continued indemnification and insurance coverage. The Board was aware of each of these interests in reviewing, considering and negotiating the terms of the proposed Merger and in recommending that ListCo shareholders approve the adoption of the Merger Agreement.

Conditions to Closing of the Merger (See Page 60)

Mutual Conditions to Closing

The obligation of each of ListCo, Merger Sub and BJY to complete the Merger is subject to the fulfillment (or waiver, to the extent permissible under applicable law) of the following conditions:

Additional Conditions to Closing for the Benefit of ListCo and Merger Sub

In addition, the obligation of each of ListCo and Merger Sub to complete the Merger is subject to the satisfaction (or waiver, to the extent permitted by applicable law) of the following conditions:

Additional Conditions to Closing for the Benefit of BJY

In addition, the obligation of BJY to complete the Merger is subject to the satisfaction (or waiver, to the extent permitted by applicable law) of the following conditions:

Exclusivity (See Page 67)

Under the Merger Agreement, from the date of the Merger Agreement until the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms (the “Interim Period”), neither ListCo, BJY nor any of their subsidiaries may, nor may any of such parties authorize any of its representatives to, directly or indirectly:

Termination of the Merger Agreement (See Page 68)

The Merger Agreement may be terminated at any time prior to the Closing as follows:

If the Merger Agreement is validly terminated, then the Merger Agreement will become void and there will be no liability on the part of any party, provided that the Merger Agreement’s provisions regarding indemnification of ListCo directors and officers, confidentiality, effect of termination, termination fee and expenses, and certain other provisions shall survive termination and no party will be relieved from liability for fraud or intentional and willful breach of the Merger Agreement prior to the termination.

For a description of termination fee and expense arrangements, please see "Termination of the Merger Agreement" beginning on page 68.

The ListCo Lock-up Agreement (See Page 71)

In connection with the execution of the ListCo Merger Agreement, BJY and Apex Glory Holdings Limited (the “Holder”), who held 1,728,126 ListCo Ordinary Shares as of July 18, 2022, entered into a lock-up agreement on July 18, 2022 (the “ListCo Lock-Up Agreement”), pursuant to which any equity securities of ListCo held by the Holder as at July 18, 2022 (all such securities, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, the “Restricted Securities”) shall become subject to limitations on disposition as set forth in the ListCo Lock-Up Agreement.

The terms of the ListCo Lock-Up Agreement are described in more detail under the section entitled “The ListCo Lock-Up Agreement” beginning on page 71.

The BJY Lock-up Agreement (See Page 71)

In the resolutions of the BJY Shareholders approving the Merger Agreement and the Transactions and the related written confirmation by other BJY Investors, each BJY Investor has agreed to be subject lock-up obligations with respect to any equity securities of BJY held by each BJY Investor until the close of business in New York City one hundred and eighty (180) days after the Closing. BJY is in the process of discussing with the BJY Shareholders and investors of BJY Investor to respectively sign a lock-up agreement with BJY (each a “BJY Lock-Up Agreement”) documenting in further detail lock-up obligations with respect to any equity securities of BJY held by each BJY Investor (all such securities, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, including any equity securities of ListCo to be converted from any equity securities of BJY pursuant to the Merger Agreement, the “BJY Restricted Securities”), and containing a right for BJY’s board of directors (or following the Closing Date, the Board) to waive the lock-up obligations of any BJY Investor.

The material provisions of the current draft of the BJY Lock-Up Agreement being discussed between BJY and BJY Investors are described in more detail under the section entitled “The BJY Lock-Up Agreement” beginning on page 71.

Material Tax Consequences of the Merger (See Page 107)

For a description of certain material tax consequences of the Merger, please see "Material Tax Consequences of the Merger" beginning on page 107.

Anticipated Accounting Treatment (See Page 58)

The Merger will be accounted for as a “reverse merger” in accordance with U.S. GAAP. Under this method of accounting, Fuwei will be treated as the “acquired” company for financial reporting purposes.

Risk Factors (See Page 21)

You should carefully read this proxy statement carefully, including its annexes, exhibits, attachments and the other documents referred to or incorporated by reference herein and carefully consider the factors discussed in "Risk Factors" in connection with your consideration of the Merger before deciding whether to vote for approval of the proposals contained herein. Below please find a summary of the principal risks that may be relevant, including related to the Merger, business and industry of BJY, organized under relevant headings. These risks are discussed more fully in "Risk Factors".

Risks Related to the Business and Industry of BJY

Risks Related to the Corporate Structure of BJY

Risks Related to Doing Business in China

Risks Related to the Merger

Risks Related to the Ownership of the Shares

FINANCIAL INFORMATION

Certain Financial Information about Fuwei

The audited consolidated financial statements of Fuwei contained in its Annual Report on Form 20-F for the year ended December 31, 2021 filed with the SEC on April 28, 2022 are incorporated by reference into this proxy statement. The unaudited consolidated financial statements of Fuwei contained in its Current Report on Form 6-K for the first quarter of 2022 filed with the SEC on June 24, 2022 are incorporated by reference into this proxy statement.

Selected Financial Data of BJY

BJY has, through Beijing WFOE, entered into a series of agreements with BaiJiaYun Group Co., Ltd. (the “VIE”), and its shareholders. As a result of these contractual arrangements, BJY exerts effective control over, and is considered the primary beneficiary of the VIE and consolidates its operating results in the financial statements of BJY under U.S. GAAP. The following sets forth selected audited consolidated financial data of BJY for the year ended June 30, 2021. Substantially all of BJY’s business and operations are conducted in China through the VIE and, for the year ended June 30, 2021, substantially all of the revenues, profits and operating expenses of BJY were contributed by VIE and its subsidiaries. The VIE also holds BJY’s key operating licenses, provides services to its customers, and enters into contracts with its suppliers.

The results described below are provided for the purpose of supplying investors with information available at the time of this proxy statement and under the time constraints. Please refer to "Risk Factors" included elsewhere in this proxy statement for information regarding trends and other factors that may affect BJY’s results of operations.

With respect to BJY’s financial performance for the six months ended December 31, 2021 and for the seven months ended July 31, 2022, BJY prepared information regarding financial trends based on its management accounts in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standard Board (IASB), and such financial data (a) is preliminary in nature, (b) is not a comprehensive statement of BJY’s financial results for the relevant periods, and (c) has not been audited, reviewed or compiled and no procedure has been performed with respect thereto, and may be subject to further adjustments. Please also refer to the “Risk Factors” section for various risks that may impact BJY’s financial performance and results of operations for such periods and subsequent periods, including without limitation “Risk Factors— Risks Related to the Business and Industry of BJY—BJY may not successfully manage its growth as expected. BJY’s gross profit and net profit may not grow at same rate as its gross revenue, continued investment and expansion into low-margin business, significant investments in sales and marketing efforts and in research and development may negatively impact BJY’s gross profit margin, net profit margin and growth rate in the future.” beginning on page 22.

BJY has completed several rounds of equity financing and has issued several series of BJY Preferred Shares (including warrants to subscribe for BJY Preferred Shares) in 2019, 2020 and 2022.

As of the date of this proxy statement, the following BJY Preferred Shares (including warrants to subscribe for BJY Preferred Shares) were issued and outstanding: (i) 15,393,509 BJY Series A and Series A+ Preferred Shares and warrants to subscribe for 7,019,647 BJY Series A and Series A+ Preferred Shares; (ii) 5,083,431 BJY Series B Preferred Shares and warrants to subscribe for 5,963,838 BJY Series B Preferred Shares; (iii) warrants to subscribe for 5,424,746 BJY Series B+ Preferred Shares; and (iv) 2,419,909 BJY Series C Preferred Shares.

BJY is in the process of discussing with certain potential investors regarding a potential private investment in public equity (“PIPE”) investment in ListCo upon or following the Closing, the terms of which are still subject to ongoing negotiation. The total number of shares to be issued by ListCo in such PIPE financing is expected to not exceed 15% of the ListCo’s total outstanding shares and shares subject to outstanding warrants immediately following the Closing (on a fully diluted and as converted basis and taking into account such PIPE financing). In addition, Mr. Gangjiang Li intends to subscribe, through entities directly or indirectly beneficially owned by him, for 20% of the shares to be issued in such PIPE financing. If the relevant parties reach an agreement regarding such PIPE financing, the Company will make any public disclosures in accordance with applicable law. See also "Risk Factors—Risks Related to the Business and Industry of BJY—BJY, or upon the consummation of the Merger, ListCo may require additional capital to support its business, and this capital might not be available on acceptable terms, if at all." for potential dilution relating to the PIPE financing.

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

The following questions and answers address briefly some questions you may have regarding the extraordinary general meeting. These questions and answers may not address all questions that may be important to you as a shareholder of Fuwei. Please also refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

Why am I receiving this proxy statement?

You are receiving this proxy statement and proxy card because you owned shares of Fuwei prior to the close of business in the Cayman Islands on August 22, 2022, the share record date. This proxy statement and proxy card relate to our extraordinary general meeting (and any adjournment thereof) and describe the matters on which we would like you, as a shareholder, to vote.

We are seeking the approval of our shareholders of the proposal to authorize and approve the Merger Agreement, the plan of merger and the Transactions, including the Merger, at an extraordinary general meeting or at any adjournment of such extraordinary general meeting. This proxy statement summarizes certain information you need to know to vote at the extraordinary general meeting. All shareholders are cordially invited to attend the extraordinary general meeting in person. However, you do not need to attend the extraordinary general meeting to vote your Shares. Instead, you may simply complete, sign, date and return the enclosed proxy card.

When and where will the extraordinary general meeting be held?

The extraordinary general meeting will be held on September 19, 2022, at 10:00 a.m., China Standard Time, at No. 387 Dongming Road, Weifang, Shandong 261061, People’s Republic of China.

What will I be asked to vote upon at the extraordinary general meeting?

At the extraordinary general meeting, you will be asked to vote upon the following:

What is the Merger Proposal?

The proposal to approve the Merger Agreement, the plan of merger and the Transactions, including the Merger. Pursuant to the Merger Agreement, the shareholders of BJY will exchange all of the issued and outstanding share capital of BJY for newly issued shares of Fuwei on the terms and conditions set forth therein in a transaction exempt from the registration requirements under the Securities Act. Upon consummation of the Merger, BJY will become a wholly-owned subsidiary of Fuwei.

What will happen if the Merger Proposal is approved by ListCo’s shareholders?

After the Merger Proposal is approved by the ListCo’s shareholders and the satisfaction or waiver of all conditions precedent to closing set forth in the Merger Agreement, the Merger will be effected and BJY will become a wholly owned subsidiary of ListCo, with former shareholders of BJY owning a majority of ListCo’s shares.

What is the Name Change Proposal?

The proposal to authorize and approve the change of the corporate name of ListCo from “Fuwei Films (Holdings) Co., Ltd.” to “Baijiayun Group Ltd 百家云集团有限公司” which will take effect from the date of entry of the new name in place of the existing name of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands.

What is the Variation of Share Capital Proposal?

The proposal to amend the authorized share capital of ListCo, effective immediately prior to the Effective Time, to US$2,231,734,400 divided into 4,300,000,000 ordinary shares of a par value of US$0.519008 each comprising (a) 2,000,000,000 class A ordinary shares of a par value of US$0.519008 each and (b) 2,300,000,000 class B ordinary shares of a par value of US$0.519008 each, with the power for the Company, insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said share capital subject to the provisions of the Companies Act (As Revised) and the Articles of Association of the Company and for the Board to have power in accordance with Articles 8 and 18 of the Articles of Association to reclassify any unissued shares and to issue any part of its capital, whether original, redeemed or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.

What is the Amendment Proposal?

The proposal to adopt the third amended and restated memorandum of association and the second amended and restated articles of association of ListCo substantially in the form attached as Annex F to this proxy statement, effective immediately prior to the Effective Time.

What is the General Authorization Proposal?

The proposal to authorize each of the directors and officers of ListCo to do all things necessary to give effect to the Merger Agreement, the plan of merger and the Transactions, including the Merger, and in connection with the Name Change Proposal, Variation of Share Capital Proposal and Amendment Proposal.

What is the Adjournment Proposal?

The proposal to permit ListCo to adjourn the extraordinary general meeting in order to allow ListCo to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolution to be proposed at the extraordinary general meeting.

What will happen if the Adjournment Proposal is approved by ListCo’s shareholders?

If there are insufficient proxies received at the time of the extraordinary general meeting to approve the Merger Proposal, the Name Change Proposal, the Variation of Share Capital Proposal, the Amendment Proposal or the General Authorization Proposal and the Adjournment Proposal is approved at the extraordinary general meeting, we will be able to adjourn the extraordinary general meeting for the purpose of soliciting additional proxies to pass the resolution to be proposed at the extraordinary general meeting. If you have previously submitted a proxy on the proposals discussed in this proxy statement and wish to revoke it upon adjournment of the extraordinary general meeting, you may do so.

How does the board of directors of Fuwei recommend that I vote on the proposals?

After careful consideration and upon the unanimous recommendation of the Audit Committee, the Board recommends that you vote:

FOR the Merger Proposal;

FOR the Name Change Proposal;

FOR the Variation of Share Capital Proposal;

FOR the Amendment Proposal;

FOR the General Authorization Proposal; and

FOR the Adjournment Proposal.

When do you expect the Merger to be completed?

We are working toward completing the Merger as quickly as possible and currently expect the Merger to close in the fourth quarter of 2022. In order to complete the Merger, we must obtain shareholder approval of the Merger at the extraordinary general meeting and the other closing conditions under the Merger Agreement must be satisfied or waived in accordance with the Merger Agreement.

What happens if the Merger is not completed?

If ListCo’s shareholders do not authorize and approve the Merger Agreement, the plan of merger and the Transactions, including the Merger, or if the Merger is not completed for any other reason, ListCo will remain a publicly traded company and the Shares will continue to be listed and traded on the Nasdaq, provided that the Company continues to meet the Nasdaq’s listing requirements. ListCo may continue focusing on its plastic films business subject to the risks associated therewith.

Am I entitled to appraisal or dissenters’ rights in connection with the Merger Proposal?

No appraisal or dissenters’ rights are available to ListCo’s shareholders under the Companies Act of the Cayman Islands or ListCo’s memorandum and articles of association in connection with the types of actions contemplated under the Merger Proposal. As a result, holders of Shares will not have the right to seek appraisal and payment of the fair value of the Shares.

Do any of ListCo’s directors or executive officers have interests in the Merger that may differ from those of other shareholders?

Yes. Some of ListCo’s directors or executive officers have interests in the Merger that may differ from those of other shareholders. See “Proposal I: The Merger Proposal — Interests of ListCo Directors and Executive Officers in the Merger” beginning on page 58 for a more detailed discussion of how some of ListCo’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of ListCo’s shareholders generally.

Who can vote at the extraordinary general meeting of shareholders of ListCo? What constitutes a quorum?

Holders of record of Shares at the close of business in the Cayman Islands on August 22, 2022, which we refer to as the “record date”, are entitled to notice of and to vote at the extraordinary general meeting. Holders of record of Shares on the record date are entitled to one vote per share at the extraordinary general meeting on (i) the Merger Proposal; (ii) the Name Change Proposal; (iii) the Variation of Share Capital Proposal; (iv) the Amendment Proposal; (v) the General Authorization Proposal; and (vi) the Adjournment Proposal. Voting at the extraordinary general meeting will take place by poll voting, as the chairperson of the meeting will demand poll voting at the meeting.

The presence, in person, by proxy or by corporate representative, of two or more shareholders who together hold Shares which carry in aggregate not less than thirty three and one third of all votes attaching to all issued and outstanding Shares that carry the right to vote at such meeting shall constitute a quorum for the extraordinary general meeting. Shares represented at the extraordinary general meeting but not voted, including abstentions and broker “non-votes,” will be treated as present at the extraordinary general meeting for purposes of determining the presence or absence of a quorum for the extraordinary general meeting.

What vote is required to approve each of the proposals?

The approval of the Merger Proposal requires not less than two-thirds of votes cast by shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

The approval of the Name Change Proposal requires not less than two-thirds of votes cast by shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

The approval of the Variation of Share Capital Proposal requires not less than two-thirds of votes cast by shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

The approval of the Amendment Proposal requires not less than two-thirds of votes cast by shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

The approval of the General Authorization Proposal requires not less than two-thirds of votes cast by shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

The approval of the Adjournment Proposal requires a simple majority of votes cast by shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

How do I vote or change my vote?

Voting of Shares

If you own Shares, you may vote by proxy or in person at the extraordinary general meeting.

Voting in Person—If you hold Shares in your name as a shareholder of record and plan to attend the extraordinary general meeting and wish to vote in person, please bring proof of identification with you to the extraordinary general meeting. Even if you plan to attend the extraordinary general meeting, we strongly encourage you to submit a proxy for your Shares in advance as described below, so your vote will be counted if you later decide not to attend. If your Shares are held in “street name,” which means your Shares are held of record by a broker, bank or other nominee, and you wish to vote at the extraordinary general meeting, you must bring to the extraordinary general meeting a proxy from the record holder of the Shares (your broker, bank or nominee) authorizing you to vote at the extraordinary general meeting. To do this, you should contact your broker, bank or nominee.

Voting by Proxy—If you hold Shares in your name as a shareholder of record, then you will receive the notice for the extraordinary general meeting and a proxy card from us. You may submit a proxy for your Shares by mail without attending the extraordinary general meeting by completing, signing, dating and returning the proxy card to ListCo at No. 387 Dongming Road, Weifang, Shandong 261061, People’s Republic of China, Attention: Xiaoli YU, no later than September 16, 2022 at 12:00 p.m. (China Standard Time). If you hold Shares in “street name” through a broker, bank or other nominee, then you will receive the notice for the extraordinary general meeting from the broker, bank or nominee, along with the broker, bank or nominee’s voting instructions. You should instruct your broker, bank or other nominee on how to vote your Shares using the voting instructions provided. All Shares represented by properly executed proxies received in time for the extraordinary general meeting will be voted in the manner specified by the shareholders giving those proxies. Properly executed proxies that do not contain specific voting instructions will be voted “FOR” the Merger Proposal, “FOR” the Name Change Proposal, “FOR” the Variation of Share Capital Proposal, “FOR” the Amendment Proposal, “FOR” the General Authorization Proposal, and “FOR” the Adjournment Proposal.

Revocation of Proxy—Submitting a proxy on the enclosed form does not preclude a shareholder from voting in person at the extraordinary general meeting. If you hold your Shares in your name as shareholder of record, you may revoke a proxy at any time at least two hours prior to the commencement of the extraordinary general meeting by written notice of revocation or by subsequently submitting a duly executed proxy with a later date to ListCo’s Investor Relations Department, at No. 387 Dongming Road, Weifang, Shandong 261061, People’s Republic of China, on or before September 16, 2022 at 12:00 p.m. (China Standard Time), or by attending the extraordinary general meeting and voting in person. A shareholder of record may revoke a proxy by any of these methods, regardless of the method used to deliver the shareholder’s previous proxy. Attendance at the extraordinary general meeting without voting will not by itself revoke a proxy. If your Shares are held in street name through a broker, bank or other nominee, you must contact your broker, bank or nominee to revoke your proxy.

If my Shares are held in a brokerage account, will my broker vote my Shares for me?

Your broker, bank or other nominee will only be permitted to vote your Shares on your behalf if you instruct it how to vote. Therefore, it is important that you promptly follow the directions provided by your broker, bank or nominee regarding how to instruct it to vote your Shares.

How are proxies solicited and what is the cost of soliciting proxies?

This proxy solicitation is being made and paid for by ListCo on behalf of the Board. ListCo will bear the costs of holding the extraordinary general meeting and the cost of soliciting proxies, including costs of printing and mailing the proxy card. ListCo’s directors, officers and employees may solicit proxies by mail, email, telephone, facsimile or other means of communication. These directors, officers and employees will not be paid additional remuneration for their efforts, but may be reimbursed for out-of-pocket expenses incurred in connection therewith.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple proxy or voting instruction cards. For example, if you hold your Shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold Shares. If you are a holder of record and your Shares are registered in more than one name, you will receive more than one proxy card. Please submit each proxy card that you receive.

What do I need to do now?

We urge you to read this proxy statement carefully, including its annexes, exhibits, attachments and the other documents referred to or incorporated by reference herein and to consider how the Merger affects you as a shareholder. After you have done so, please vote as soon as possible.

Who can help answer my other questions?

If you have more questions about the Merger Proposal, the Name Change Proposal, the Variation of Share Capital Proposal, the Amendment Proposal, the General Authorization Proposal, or the Adjournment Proposal, need assistance in submitting your proxy or voting your Shares, or need additional copies of the proxy card, you should contact ListCo’s Investor Relations Officer in writing at No. 387 Dongming Road, Weifang, Shandong 261061, People’s Republic of China. Attention: Attention: Xiaoli YU, or call ListCo’s Investor Relations Department at+86-133-615-59266.

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Market Information

Shares of Fuwei began to trade on the Nasdaq under the symbol of “FFHL” at the opening of business on December 6, 2016. On July 15, 2022, the last trading day prior to the date of the public announcement of the execution of the Merger Agreement, the closing sale price per Share was US$4.72. On August 19, 2022, the last practicable date prior to the date of the proxy statement, the closing sale price per Share was US$9.72. The market price of the Shares is subject to fluctuation. You are encouraged to obtain current market quotations for the Shares in connection with voting your Shares.

BJY is currently a privately held company and its securities do not trade on any exchange.

Dividend Policy

Fuwei has not paid any dividends on the Shares for the last five years and does not anticipate declaring or paying any dividends in the foreseeable future.

BJY has not made any dividend payments in the past and does not expect to declare or pay any dividends in the foreseeable future.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement includes certain statements that may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, related to Fuwei, BJY and the Merger. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These statements involve known and unknown risks, uncertainties and other factors which may cause ListCo's or BJY’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned "Risk Factors" below. In some cases, you can identify forward-looking statements by terms such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "would," and similar expressions intended to identify forward-looking statements.

Forward-looking statements contained in this proxy statement are based on current expectations and beliefs concerning the future developments and events and are subject to risks and uncertainties. These forward-looking statements involve a number of risks, uncertainties, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, include, among other things:

Forward-looking statements represent our estimates and assumptions only as of the date of this proxy statement. You should not rely upon forward-looking statements as predictions of future events. You should read this proxy statement and the documents that we reference and file as exhibits to this proxy statement completely and with the understanding that our actual future results may be materially different from what we expect, and the closing of the Merger may not occur. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

RISK FACTORS

You should carefully consider the risks described below, and all of the other information contained in or incorporated by reference into this proxy statement including the matters and risk factors discussed in ListCo's Annual Report on Form 20-F for the year ended December 31, 2021 and as further updated from time to time by ListCo's subsequent filings with the SEC, which are incorporated by reference into this proxy statement. Any of these risks could have a material and adverse effect on ListCo's business, financial condition and results of operations. In any such case, the market price of the Shares could decline, and you may lose all or part of your investment. You should read the section entitled "Cautionary Statement Regarding Forward-Looking Statements" above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this proxy statement.

Risks Related to the Business and Industry of BJY

BJY operates in an emerging and evolving market, which may develop more slowly or differently than ListCo expects. If the market does not grow as expected, or if BJY cannot expand its services to meet the demands of this market, ListCo’s revenues may decline, or fail to grow after consummation of the Merger.

The video cloud market in China is at an early stage of development. There is considerable uncertainty over the size and rate at which this market will grow, as well as whether BJY’s platform will be widely adopted. Prospective customers may be reluctant or unwilling to use BJY’s platform for a number of reasons, including concerns about costs, uncertainty regarding the reliability and security of cloud-based offerings, lack of awareness of the benefits of BJY’s platform, or that they have invested substantial personnel and financial resources to develop internal solutions. BJY’s ability to expand sales depends on several factors that are out of its control, including but not limited to market awareness and acceptance, competition, end-user demand for applications with SaaS/PaaS features launched by its customers, technological challenges and developments. If the video cloud market or demand for its products does not grow or even decreases, the business, operating results and financial condition of BJY, and after consummation of the Merger, of ListCo would be adversely affected.

BJY’s operating results and growth prospects depend on acquiring and retaining customers and increasing usage of customers’ applications that integrate BJY’s products.

To successfully grow its business, BJY must continue to attract new customers in a cost-effective manner. BJY uses a variety of marketing channels to promote its products and platform, such as developer conferences and events and public relations initiatives. If the costs of the marketing channels BJY uses increase dramatically, BJY may choose to use alternative and less expensive channels, which may not be as effective as current ones. Alternatively, BJY may adopt or expand usage of more expensive channels, which could adversely affect its margins, profitability and financial condition. BJY invests in marketing before being able to assess whether they improve brand awareness, customer acquisition or increase revenues in a cost-effective manner or at all. If BJY’s marketing programs are ineffective or inefficient, its business, operating results and growth prospects would be adversely affected.

BJY’s success also depends on retaining customers and increasing their usage of its products and platform over time. BJY generates revenues from customers’ usage of its products integrated into their applications. Increasing usage of BJY’s products and platform over time will require customers to develop new use cases and those use cases to mature. The majority of its customers do not have long-term contractual commitments to BJY and may reduce or terminate their use of its products at any time without penalty or termination charges. End users’ demand for BJY’s customers’ applications that integrate its products are driven by many factors out of its or its customers’ control, making customers’ usage of its products and platform difficult to predict. Furthermore, if a significant number of customers reduce or cease their usage of BJY’s products, it may incur greater sales and marketing expenses than expected to maintain or increase revenues from other customers, which may impact BJY’s profitability. If usage levels fail to meet ListCo’s expectations, the business, operating results and growth prospects of BJY, and after consummation of the Merger, of ListCo would be adversely affected.

The market in which BJY participates is competitive, and if BJY does not compete effectively, the business, operating results and financial condition of ListCo could be harmed after consummation of the Merger.

The global market for video cloud is relatively new and rapidly evolving. The industry in which BJY operates include a number of enterprises that may or may not directly compete with BJY. BJY considers that its competitors fall into three different business lines: (i) companies that provide real time engagement services via companies’ cloud computing platform, (ii) companies that offer customized software that are installed on customer’s own cloud computing platform, and (iii) companies that provide systematic solutions to customers by integrating customized software into hardware. In many cases, BJY’s prospective customers may choose to use custom software developed in-house or by consultants, or legacy solutions repurposed by in-house developers to meet specific use cases. As BJY hopes to sell its products to prospective customers with existing internal solutions, it needs to demonstrate to them that its video cloud products are superior to their current legacy solutions, and failure to do so may adversely affect the business, results of operations and financial condition of BJY, and after consummation of the Merger, of ListCo.

BJY expects competition to intensify in the future. Although a number of large software vendors or cloud providers currently do not have SaaS/PaaS offerings, some of them who operate in adjacent markets may bring such offerings to market through product development, acquisitions, or other means in the future. In addition, several of BJY’s competitors have greater brand recognition, longer operating histories, more and better-established customer relationships, larger sales forces, larger marketing and development budgets and significantly greater resources than it does. As a result, certain of its competitors may be able to respond more quickly and effectively to new or changing opportunities, technologies, standards or customer requirements than BJY. Furthermore, these large vendors may be willing to provide competing software for free as part of enterprise-wide agreements that include other products or services. In these cases, it may be more difficult for BJY to compete effectively with its competitors, especially if its competitors attempt to continuously strengthen or maintain their market positions.

BJY’s competitors may offer products, services and functions that are same or similar to its products with more compelling pricing terms, more competitive advantages, or greater geographic coverage in the markets where it does not operate or is less established. Furthermore, BJY’s customers may choose to use its products and its competitors’ products at the same time, resulting in increased pricing pressures and competition. This, in turn, may cause the decrease in BJY’s revenues, profitability and market acceptance and harm its business, operating results and financial condition.

If BJY’s platform does not achieve sufficient market acceptance, the financial results and competitive position of ListCo will suffer after consummation of the Merger.

To meet BJY’s customers’ rapidly evolving demands, it invests substantial resources in research and development to incorporate additional functionalities, improve its technology capabilities and expand the use cases that its platform empowers. For the year ended June 30, 2021, its research and development expenses were US$5.8 million. If BJY is unable to develop products internally due to inadequate research and development resources, it may not be able to address its customers’ needs in a timely manner, or at all. In addition, if BJY seeks to enhance its research and development capabilities or the breadth of its products through acquisitions, such acquisitions could be expensive and BJY may not successfully integrate acquired technologies or businesses into its business. When BJY develops or acquires new or enhanced products, it typically incurs expenses and expend resources upfront to develop, market, promote and sell the new offerings. Therefore, new or enhanced products it develops, acquires or introduces need to achieve high market acceptance to justify the upfront investment.

BJY’s new products or enhancements and changes to its existing products could fail to attain sufficient market acceptance for many reasons, including:

It is important that BJY maintains and increases the acceptance of its platform among the developers that work for its customers. BJY relies on developers to choose its platform over other options they may have, and to continue to use and promote its platform as they move between companies. These developers often make design decisions and influence the product and vendor processes within its customers. If BJY fails to gain or maintain their acceptance of its platform, its business would be harmed.

BJY may not successfully manage its growth as expected. BJY’s gross profit and net profit may not grow at same rate as its gross revenue, continued investment and expansion into low-margin business, significant investments in sales and marketing efforts and research and development may negatively impact BJY’s gross profit margin, net profit margin and growth rate in the future.

BJY has experienced rapid growth. For the year ended June 30, 2021, BJY recorded total revenues of US$41.4 million, increased substantially from total revenues of approximately US$23.4 million for the year ended June 30, 2020. However, there can be no assurance that its business will continue to grow at any particular rate as BJY did in the past, or avoid any decline in the future.

BJY’s ability to forecast its future operating results is limited and subject to a number of uncertainties. In particular, BJY cannot accurately predict customers’ usage of its products given the diversity of its customer base and the end users across industries, geographies, use cases and other factors. BJY considers that there are three primary risks in relation to its financial performance in the future: (i) the COVID-19 pandemic has affected various aspects of BJY’s business, the extent to which the COVID-19 pandemic will affect its operations and financial performance will depend on future developments, which are highly uncertain and unpredictable. Also see “the COVID-19 pandemic brings uncertainties to its business, financial condition and prospects.” beginning on page 25, (ii) BJY’s gross profit and net profit may not grow at same rate as its gross revenue, continued investment and expansion into low-margin business may negatively impact BJY’s gross profit margin, net profit margin and growth rate. For example, BJY is expanding and currently expects continually expand into new business lines, including but not limited to, AI enabled systematic solutions by integrating customized software into hardware. These initiatives on BJY's new business lines are new and evolving, some of which are still at the inception or pilot stage and may prove unsuccessful. BJY may not be able to successfully implement these new business plans and realize all of the benefits that BJY expects to achieve or it may be more costly to do so than BJY anticipates, and (iii) BJY’s profitability may be lower than it would be if its strategy were to maximize short-term profitability. BJY intends to continuously increase research and development investment to improve the performance of its existing software and platform which may have new business breakthroughs, such as real-time communications (“RTC”). In addition, BJY intends to continue to invest significantly in sales and marketing efforts to explore new business lines and improve its brand image and influence. The above potential investments and expansions may not ultimately grow BJY's business or result in long-term profitability as expected. Moreover, such increases in the cost may adversely impact its gross profit margin, net profit margin and growth rate.

BJY’s limited operating history makes it difficult to evaluate its current business and prospects and BJY’s operating results may fluctuate from time to time.

BJY conducts a significant portion of its businesses in China through the VIE. The VIE was founded in May 2017 and its limited operating history makes it difficult to evaluate BJY’s current business and future prospects, including ListCo’s ability to predict and manage future growth after consummation of the Merger. BJY has encountered and will continue to encounter risks and difficulties as a rapidly growing company in a constantly evolving industry. If BJY does not address these risks successfully, BJY’s business, and after consummation of the Merger, ListCo’s business may be harmed.

BJY’s operating results have fluctuated and will continue to vary in the future as a result of a variety of factors, many of which are out of ListCo’s control, after consummation of the Merger. For example, BJY’s revenue model is based in large part on end user adoption and usage of its customers’ applications, which can constrain its ability to forecast revenues. Some factors that may cause its operating results to fluctuate from period to period include:

The occurrence of one or more of the foregoing factors may cause BJY’s operating results to vary significantly. For example, a significant percentage of BJY’s operating expenses such as payroll expense is fixed to some extent and BJY may not be able to adjust all costs and fees in accordance with the changes in revenue. Accordingly, in the event of a revenue shortfall, BJY may not be able to mitigate the negative impact on profitability in the short term.

BJY generated a substantial portion of its revenues from a limited number of customers, and the loss of, or a significant reduction in usage by, one or more of its major customers would result in lower revenues and could harm ListCo’s business after consummation of the Merger.

BJY’s future success is dependent on establishing and maintaining successful relationships with a diverse set of customers. For the year ended June 30, 2021, BJY generated a substantial portion of its revenues from a limited number of customers, BJY’s top ten customers (after aggregating customers with multiple accounts) accounted for approximately 40% of its revenues. Going forward, it is likely that BJY will continue to be dependent upon a limited number of customers for a significant portion of its revenues for the foreseeable future and, in some cases, the portion of its revenues attributable to individual customers may increase. The loss of one or more key customers or a reduction in usage by any major customers would reduce its revenues. If BJY fails to maintain existing customers or develop relationships with new customers, BJY’s business, and after consummation of the Merger, ListCo’s business would be harmed.

Failure to effectively develop and expand the sales and marketing capabilities of BJY could harm its ability to increase its customer base and achieve broader market acceptance of its platform.

Historically, BJY relied on the adoption of its products by developers through its self-service model as well as more targeted sales efforts. BJY’s ability to further increase its customer base and achieve broader market acceptance of its platform will significantly depend on its ability to expand its sales and marketing operations. BJY plans to continue expanding its sales force and network, both domestically and internationally. It also plans to dedicate significant resources to sales and marketing programs. All of these efforts will require BJY to invest significant financial and other resources, and BJY’s business, and upon the consummation of the Merger, ListCo’s business may be harmed if they fail to attract additional customers.

As BJY increases its target sales efforts to larger organizations, it expects to incur higher costs and longer sales cycles. The decision to adopt its products by such customers may require the approval of multiple technical and business decision makers, including security, compliance, procurement, operations and IT. In addition, while certain customers may quickly deploy its products on a limited basis before they commit to deploying its products at scale, they often require extensive education and customer support, engage in protracted pricing negotiations and seek dedicated product development resources. In addition, sales cycles for efforts targeted at larger organizations are inherently more complex and less predictable than the sales through BJY’s self-service model, and some customers may not use its products enough to generate revenues that offset the cost of customer acquisition. In addition, complex and resource-intensive sales efforts could place additional strain on BJY’s product and engineering resources.

BJY believes that there is significant competition for sales personnel, including sales representatives, sales managers, and sales engineers, with the skills and technical knowledge that it requires. Its ability to achieve significant revenue growth will depend, in large part, on its success in recruiting, training, and retaining sufficient numbers of sales personnel to support its growth. New hires require significant training and may take significant time before BJY achieves full productivity. New hires may not become productive as quickly as expected, if at all, and BJY may be unable to hire or retain sufficient numbers of qualified individuals in the markets where it does business or plan to do business. In addition, particularly if BJY continues to grow rapidly, new members of its sales force will have relatively little experience working with it, its platform, and its business model. If BJY is unable to hire and train sufficient numbers of effective sales personnel, its sales personnel do not reach significant levels of productivity in a timely manner, or its sales personnel are not successful in acquiring new customers or expanding usage by existing customers, BJY’s business, and upon the consummation of the Merger, ListCo’s business will be harmed.

BJY believes that continued growth in its business is also dependent upon identifying, developing and maintaining strategic relationships with additional third-party sales partners that can drive substantial revenues. If BJY fails to identify additional third-party sales partners in a timely and cost-effective manner, or at all, or is unable to assist its current and future third-party sales partners in independently selling and deploying its products, the business, operating results and financial condition of BJY, and upon the consummation of the Merger, of ListCo could be adversely affected.

BJY has incurred and may continue to incur substantial share-based compensation expenses.

BJY uses share-based compensation to award its management members and employees, and it has incurred and may continue to incur share-based compensation expenses. For the year ended June 30, 2021, it did not incur any share-based compensation expenses. On June 23, 2021, its board of directors adopted an equity incentive plan and reserved 9,486,402 ordinary shares for issuance under share options to be granted to employees, directors and consultants of BJY in its PRC operations. The equity incentive plan stipulates that Duo Duo International Limited will be the incentive platform to hold the shares on behalf of the beneficiaries of the equity incentive plan, please see footnote (3) of the security ownership table under “Security Ownership of BJY” on page 102. On October 1, 2021, pursuant to the incentive plan, options to acquire 6,816,417 ordinary shares were issued, with exercise price ranged from RMB 0.0001 to RMB 10.0 per share and varied vesting schedules, and have been issued as restricted stock units, or the RSUs, with respect to 1,709,310 ordinary shares were issued at a price of RMB 0.0001 per share. Based on a draft valuation which remains under review, the total fair value of the share options and RSU that have been issued is between US$10 million to US$15 million, out of which approximate US$5 million to US$10 million will be recognized in the six months ended December 31, 2021 and the rest will be recognized over the period from calendar year 2022 to 2025. As of December 31, 2021, awards with respect to 8,525,727 ordinary shares reserved under the equity incentive plan have been issued, among which, awards with respect to 4,019,110 ordinary shares have been fully vested. In the future, if additional share incentives are granted to BJY’s employees, directors or consultants, BJY will incur additional share-based compensation expense and its results of operations will be further adversely affected.

The COVID-19 pandemic brings uncertainties to its business, financial condition and prospects.

The outbreak of the COVID-19 pandemic has resulted in significant disruptions and distortions in the global economy since 2020. As the COVID-19 pandemic continued or reoccurred in China and globally, there has been and will continue to be significant uncertainties associated with the COVID-19 pandemic, including the ultimate spread of the virus, the severity of the disease, the duration of the outbreak, the possibility of successive waves of outbreaks, further actions that may be taken by governmental authorities around the world to contain the virus or to treat its impact, and the scope and length of the resulting economic downturn.

The COVID-19 pandemic has affected various aspects of BJY’s business. For instance, BJY experienced certain difficulties in purchasing bandwidth, co-location space, servers and equipment on equally cost-efficient terms due to various government-imposed restrictions and other logistical hurdles. In addition, the economic downturn due to the COVID-19 pandemic may adversely affect its customers’ ability to pay, its customer demand and end user usage, which would adversely affect its operating results and financial condition. Furthermore, the continuing pandemic may further impact BJY’s ability to maintain and expand its network infrastructure, which could severely disrupt its and its customers’ business and operations and adversely affect its operating results and financial condition.

The extent to which the COVID-19 pandemic affects its operations and financial performance will depend on future developments, which are highly uncertain and unpredictable, including new information which may emerge concerning the severity of COVID-19 and the actions to contain the coronavirus, such as the availability of effective vaccines or cure, among others. BJY’s operations could be disrupted if any of its employees is suspected of having COVID-19, since it could lead its employees to be quarantined and/or its offices to be disinfected.

BJY could incur substantial costs in protecting or defending its intellectual property rights, and it may in the future become involved in disputes relating to alleged infringement of others’ intellectual property rights. Any failure to protect its intellectual property rights, or alleged infringement of third-party intellectual property rights, could adversely affect the business, operating results and financial condition of BJY, and upon the consummation of the Merger, of ListCo.

BJY’s success depends, in part, on its ability to protect its brand, trade secrets, trademarks, patents, domain names, copyrights and proprietary methods and technologies, whether registered or not, that it develops under patent and other intellectual property laws of China, the United States and other jurisdictions, so that it can prevent others from using its inventions and proprietary information. BJY currently relies on patents, trademarks, copyrights and trade secret law to protect its intellectual property rights. However, BJY cannot assure you that any of its intellectual property rights will not be challenged, invalidated or circumvented, or that its intellectual property will be sufficient to provide it with competitive advantages. Because of the rapid pace of technological change, BJY cannot assure you that all of its proprietary technologies and similar intellectual property rights can be patented in a timely or cost-effective manner, or at all.

In addition, BJY may be subject to allegation of infringement of other parties’ intellectual proprietary rights, which, whether successful or not, could harm its brand, business, operating results and financial condition. There is considerable patent and other intellectual property development in its industry, and it may be unaware of the intellectual property rights of others that may cover some or all of its technology. Its competitors or other third parties may in the future claim that its products or platform and underlying technology infringe their intellectual property rights, and it may be found to be infringing such rights. Any claims or litigation, if successfully asserted against it, could require that it pays substantial damages or ongoing royalty payments, indemnify its customers or business partners, obtain licenses or modify its products or platform, prevent it from offering its products, develop alternative non-infringing technology or comply with other unfavorable terms, any of which could significantly increase its operating expenses. Even if BJY was to prevail in the event of claims or litigation against BJY, any claim or litigation regarding intellectual property could be costly and time-consuming and divert the attention of its management and other employees from its business.

BJY also relies, in part, on confidentiality agreements with its business partners, employees, consultants, advisors, customers and others in its efforts to protect its proprietary technology, processes and methods. These agreements may not effectively prevent disclosure of its confidential information, and it is possible for unauthorized parties to copy its software or other proprietary technology or information, or to develop similar software independently without BJY having an adequate remedy for unauthorized use or disclosure of its confidential information.

In addition, the laws of some countries do not protect intellectual property and other proprietary rights to the same extent as the laws of others. It is often difficult to register, maintain and enforce intellectual property rights in China. Statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation. Confidentiality, invention assignment and non-compete agreements may be breached by counterparties, and there may not be adequate remedies available to BJY for any such breach. Accordingly, BJY may not be able to effectively protect its intellectual property rights or to enforce its contractual rights in China. To the extent BJY expands its international activities outside of China, its exposure to unauthorized copying, transfer and use of its proprietary technology or information may increase.

Preventing any unauthorized use of its intellectual property is difficult and costly and the steps BJY takes may be inadequate to prevent the misappropriation of its intellectual property. Litigation may be necessary in the future to enforce its intellectual property rights, determine the validity and scope of its proprietary rights or those of others, or defend against claims of infringement or invalidity. Such litigation could be costly, time-consuming and distracting to management, result in a diversion of significant resources, the narrowing or invalidation of portions of its intellectual property and have an adverse effect on its business, operating results and financial condition. BJY’s efforts to enforce its intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of its intellectual property rights or alleging that it infringes the counterclaimant’s own intellectual property. Any of BJY’s patents, trade secrets, copyrights, trademarks or other intellectual property rights could be challenged by others or invalidated through administrative process or litigation. There can be no assurance that it will prevail in such litigation. In addition, BJY’s proprietary methods and technologies that are regarded as trade secrets may be leaked or otherwise become available to, or be independently discovered by, its competitors and in these cases BJY would not be able to assert any trade secret rights against those parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of its proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect its competitive business position. To the extent that BJY’s employees or consultants use intellectual property owned by others in their work for BJY, disputes may arise as to the rights in related know-how and inventions.

There can be no assurance that BJY’s particular ways and means of protecting its intellectual property and proprietary rights, including business decisions about when to file patent applications and trademark applications, will be adequate to protect its business or that its competitors will not independently develop similar technology. BJY could be required to spend significant resources to monitor and protect its intellectual property rights. If BJY fails to protect and enforce its intellectual property and proprietary rights adequately, its competitors might gain access to its technology and the business, operating results and financial condition of BJY, and upon the consummation of the Merger, of ListCo could be adversely affected.

BJY depends largely on the continued services of its senior management, the loss of any of whom could adversely affect the business, operating results and financial condition of BJY, and upon the consummation of the Merger, of ListCo.

BJY’s future performance depends on the continued services and contributions of BJY’s senior management to execute on its business plan, develop its products and platform, deliver its products to customers, attract and retain customers and identify and pursue business opportunities. The loss of services of senior management could significantly delay or prevent the achievement of its development and strategic objectives. In particular, it depends to a considerable degree on the vision, skills, experience and effort of its founder and chief executive officer, Mr. Gangjiang Li and its president, Mr. Yi Ma. The replacement of any of its senior management personnel would likely involve significant time and costs, and such loss could significantly delay or prevent the achievement of its business objectives. The loss of the services of any of its senior management for any reason could adversely affect its business, operating results and financial condition.

BJY may acquire or invest in or dispose of or divest from business, technologies, services, products and other assets, which may divert its management’s attention and result in the incurrence of debt or dilution to its shareholders. Such transactions may subsequently turn out to be less favorable to BJY or ListCo than expected. BJY may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions or dispositions.

Similar to many other companies, BJY continuously evaluates and considers potential strategic transactions, including acquisitions of, investments in, dispositions of, or divestments from, businesses, technologies, services, products and other assets in the future, such as a potential disposition of the plastic films business by LisCo the possibility of which was reviewed and discussed in the process of negotiating the Transactions. It also may enter into relationships with other businesses to expand its products and platform, which could involve preferred or exclusive licenses, additional channels of distribution, discount pricing or investments in other companies.

Any acquisition, investment, disposition, divestment or business relationship may result in unforeseen operating difficulties and expenditures. In particular, BJY or ListCo may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel or operations of the acquired companies, particularly if the key personnel of the acquired company choose not to work for BJY or ListCo, its products or services are not easily adapted to work with its platform, or BJY or ListCo has difficulty retaining the customers of any acquired business due to changes in ownership, management or otherwise. Acquisitions also may disrupt its business, divert its resources or require significant management attention that would otherwise be available for development of its existing business. Moreover, the anticipated benefits of any acquisition, investment, disposition, divestment or business relationship may not be realized, such transaction or relationship may turn out to be less favorable to BJY or ListCo, or BJY or ListCo may be exposed to unknown risks or liabilities. For example, an acquired business may perform worse than expected and a disposed business may perform better than expected. In addition, acquisitions and investments could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the incurrence of debt, the incurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired businesses and investment.

Negotiating these transactions can be time-consuming, difficult and expensive, and BJY’s ability to complete these transactions may often be subject to approvals that are beyond its control. Consequently, these transactions, even if announced, may not be completed. For one or more of those transactions, BJY, or upon the consummation of the Merger, ListCo may:

The occurrence of any of these foregoing could adversely affect the business, operating results and financial condition of BJY, or upon the consummation of the Merger, of ListCo.

BJY may have insufficient transmission bandwidth and co-location space, which could result in disruptions to its platform and loss of revenues.

BJY’s operations are dependent in part upon transmission bandwidth provided by third-party network or cloud providers and leasing co-location facilities for its servers and equipment. There can be no assurance that BJY is adequately prepared for unexpected increases in bandwidth demands by its customers. In the first quarter of 2020, BJY experienced a spike in usage as a result of demand for online real-time engagement spurred by the COVID-19 pandemic. Although BJY was able to scale its network infrastructure in response, the general increase in demand for bandwidth and servers increased prices which in turn adversely impacted its gross margin. Failure to contain the further spread, or any resurgence, of the COVID-19 pandemic may affect its ability to cost-effectively maintain and expand its network infrastructure, which could severely disrupt the business and operations and adversely affect the operating results and financial condition of BJY, or upon the consummation of the Merger, of ListCo.

The bandwidth BJY has contracted to purchase may become unavailable for a variety of reasons, including service outages, payment disputes, suspension or termination of the network providers’ business, natural disasters, pandemics, networks imposing traffic limits, or governments adopting regulations that impact network operations. It may also be unable to move quickly enough to augment capacity to reflect growing traffic or security demands. Failure to put in place the capacity it requires could result in a reduction in, or disruption of, services to its customers, or require it to issue credits and ultimately a loss of those customers. Such a failure could result in its inability to acquire new customers demanding capacity not available on its platform. If BJY is unable to provide sufficient bandwidth, it may also become contractually obligated to provide affected customers with service credits under service level commitments in its customer agreements.

BJY’s use of open source software could negatively affect its ability to sell its products and subject BJY to possible litigation.

BJY’s products and platform incorporate open source software, and it expects to continue to incorporate open source software in its products and platform in the future. Few of the licenses applicable to open source software have been interpreted by courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on its ability to commercialize its products and platform. Moreover, although BJY has implemented policies to regulate the use and incorporation of open source software into its products and platform, it cannot be certain that it has not incorporated open source software in its products or platform in a manner that is inconsistent with such policies. When BJY utilizes open source software in its products in certain ways, the applicable open source licenses may subject BJY and its customers to certain requirements, including requirements that BJY and its customers offer the products that incorporate the open source software for no cost, make available source code for modifications or derivative works that are based on, incorporate or use the open source software, and license such modifications or derivative works under the terms of applicable open source licenses. In some cases, open source software is also offered under commercial terms which do not include such requirements and obligations, in exchange for the payment of fees to be negotiated with the author or licensors. BJY has entered into a license agreement with a third-party licensor relating to certain open source software incorporated in certain of its and its customers’ products. However, in the future BJY may still receive notices alleging that its usage of other unlicensed open source software does not comply with the applicable license, or such usage requires BJY to obtain a commercial license. If it were determined that BJY had not complied with the conditions of one or more of these open source licenses, or if BJY is unable to successfully negotiate an acceptable commercial license, BJY and its customers could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined or otherwise prohibited from distributing its products that contained the open source software, and be required to comply with onerous conditions or restrictions on these products. In any of these events, BJY and its customers could be required to seek licenses from third parties in order to continue offering its respective products and platforms, and to re-engineer its products or platforms or discontinue offering its products in the event re-engineering cannot be accomplished in a timely manner. Any of the foregoing could require BJY and its customers to devote additional research and development resources to re-engineer its products or platforms, harm its reputation, or result in customer dissatisfaction, and may adversely affect the business, operating results and financial condition of BJY, and upon the consummation of the Merger, of ListCo.

Breaches of BJY’s networks or systems, or those of BJY’s service providers, could degrade its ability to conduct its business, compromise the integrity of its products, platform and data, result in significant data losses and leakage and the theft of its intellectual property, damage its reputation, expose BJY to liability to third parties and require BJY to incur significant additional costs to maintain the security of its networks and data.

BJY depends on its IT systems to conduct virtually all of its business operations, ranging from internal operations and research and development activities to marketing and sales efforts and communications with its customers, service providers and business partners. Individuals or entities may attempt to penetrate BJY’s network security, or that of its platform, and to cause harm to its business operations, including by misappropriating its proprietary information or that of its customers, employees, service providers and business partners or to cause interruptions of its products and platform. Because the vulnerabilities and techniques used by such individuals or entities to access, disrupt or sabotage devices, systems and networks change frequently and may not be recognized until launched against a target, BJY may be unable to anticipate these vulnerabilities and techniques, and may not become aware in a timely manner of such a security breach, which could exacerbate any damage it experiences. Additionally, BJY depends on its employees and contractors to appropriately handle confidential and sensitive data, including customer data, and to deploy its IT resources in a safe and secure manner that does not expose its network systems to security breaches or the loss or leakage of data. Any data security incidents, including the leakage of data of customers or the end users, internal malfeasance by its employees, unauthorized access or usage, virus or similar breach or disruption of BJY or its service providers could result in loss of confidential information, damage to its reputation, loss of customers, litigation, regulatory investigations, fines, penalties and other liabilities. Accordingly, if BJY’s cybersecurity measures or those of its service providers fail to protect against unauthorized access, attacks (which may include sophisticated cyberattacks), compromise or the mishandling of data by its employees, service providers and business partners, its reputation, business, operating results and financial condition could be adversely affected.

BJY’s business is subject to a variety of PRC and international laws and regulations, including those regarding privacy, cybersecurity and data protection, and its customers may be subject to regulations related to the handling and transfer of certain types of sensitive and confidential information. Any failure of its platform to comply with or enable its customers to comply with applicable laws and regulations could harm the business, operating results and financial condition of BJY, and upon the consummation of the Merger, of ListCo.

BJY and its customers that use its products may be subject to privacy, cybersecurity and data protection- related laws and regulations that impose obligations in connection with the collection, processing and use of personal data, financial data, health or other similar data and general cybersecurity. The PRC government and governments in other countries have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of information, including personally identifiable information of individuals. In the PRC, the PRC Cybersecurity Law and relevant regulations require network operators, which may include BJY, to ensure the security and stability of the services provided via network and to provide assistance and support in accordance with the law for public security and national security authorities to protect national security or assist with criminal investigations.

In recent years, the PRC government has increasingly tightened the regulation of data privacy and data protection. The laws, regulations and governmental policies in the PRC for the data privacy and data protection are constantly evolving. For example, in June 2017, the PRC Cybersecurity Law promulgated by the Standing Committee of the National People’s Congress, or the SCNPC, took effect. The PRC Cybersecurity Law requires network operators to perform certain functions related to cybersecurity protection. In addition, the PRC Cybersecurity Law provides that the critical information infrastructure operators generally shall, during their operations in the PRC, store the personal information and important data collected and produced within the territory of PRC, and shall conduct security assessment for cross-border data transfer. On June 10, 2021, the SCNPC promulgated the PRC Data Security Law, which took effect in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, including but not limited to the collection, storage, use, processing, transmission, provision, and public disclosure of data. The PRC Data Security Law, among other things, provides for a security review procedure for the data activities that may affect national security and imposes export restrictions on certain data and information. On July 30, 2021, the State Council of the PRC promulgated the Provisions on Protection of the Security of Critical Information Infrastructure, which took effect on September 1, 2021. Pursuant to the Provisions on Protection of the Security of Critical Information Infrastructure, critical information infrastructure shall mean any important network facilities or information systems of the important industry or field such as public communication and information service, energy, communications, water conservation, finance, public services, e-government affairs and national defense science, which may endanger national security, people’s livelihood and public interest in case of damage, function loss or data leakage. In addition, relevant administration departments of each critical industry and sector, which are referred to as the “Protection Departments,” shall be responsible for formulating eligibility criteria and identifying the critical information infrastructure operator, or the CIIO, in the respective industry or sector. The CIIOs shall take the responsibility to protect the CIIO’s security by performing certain prescribed obligations, including conducting network security test and risk assessment, reporting the assessment results to relevant regulatory authorities. On August 20, 2021, the SCPNC adopted the Personal Information Protection Law, which became effective on November 1, 2021. The Personal Information Protection Law reiterates the circumstances under which a personal information processor could process personal information and the requirements for such circumstances. The Personal Information Protection Law clarifies the scope of application, the definition of personal information and sensitive personal information, the legal basis of personal information processing and the basic requirements of notice and consent. Additionally, the Personal Information Protection Law stipulates that personal information processors who have a large user base and/or operate complex types of businesses are subject to certain obligations, such as establishing an internal personal information protection system in compliance with relevant laws, rules and regulations; and releasing social responsibility reports on personal information protection on a regular basis. Existing PRC laws and regulations do not provide clear parameters as to what constitutes “large user base” and/or “complex types of businesses”. Nevertheless, it is widely accepted in practice that at least one million users is required in order to reach the “large user base” threshold, and “complex types of businesses” usually refers to a business model under which a company either operates as an integrated online platform, for example, a social media or e-commerce platform, or operates with diversified business lines or product catalogues. BJY believes that it is not a personal information processor who has a large user base and/or operate complex types of businesses. However, since there has been no official interpretation or explanation as to the definition of same, it remains uncertain whether BJY would be deemed as a personal information processor who has a large user base and/or operate complex types of businesses by the PRC regulatory authorities, thus requiring BJY to perform the obligations stipulated under the Personal Information Protection Law. On June 7, 2022, the Measures on Security Assessment of Cross-Border Transfer of Data was released by the CAC, which will become effective on September 1, 2022, stipulates that before cross-border data transfer under certain circumstances, data processors shall make self-assessment of the risks, and shall apply for security assessment. These laws and regulations require, among others, that the personal information and important data generated and collected during the operations in the PRC should be stored within the PRC unless, prior to the intended data transfer, certain specified criteria have been satisfied, such as a completed official security assessment carried out by the PRC government authorities. As a personal information processor defined under the Personal Information Protection Law, while BJY does not believe current business provided in its name involves any transmission, use and exchange of information that comes under the definition of “cross-border transfer of personal information and important data” under the PRC Cybersecurity Law, BJY cannot assure you that the PRC regulatory authorities will not take a view contrary to BJY’s view, thus requiring BJY to comply with the data localization, security assessment and other requirements under these proposed laws and regulations. As its business continues to grow, there may arise circumstances where BJY engages in such cross-border transfer of personal data and/or important data, including in order to satisfy the legal and regulatory requirements, in which case BJY may need to comply with the foregoing requirements as well as any other limitations under PRC laws then applicable. Complying with these laws and requirements could cause BJY to incur substantial expenses or require BJY to alter or change its practices in ways that could harm its business. Additionally, to the extent BJY is found to be not in compliance with these laws and requirements, BJY may be subject to fines, regulatory orders to suspend its operations or other regulatory and disciplinary sanctions, which could materially and adversely affect the business, financial condition and results of operations of BJY, and upon the consummation of the Merger, of ListCo.

On December 28, 2021, the CAC, together with 12 other government authorities, jointly issued the revised Measures for Cybersecurity Review, or the Review Measures, which became effective on February 15, 2022. Pursuant to the Review Measures, in addition to “critical information infrastructure operators” who procure internet products and services that affect or may affect national security shall be subject to a cybersecurity review, any “network platform operators” carrying out data processing activities that affect or may affect national security should also be subject to the cybersecurity review requirements. The Review Measures also provide that if a “network platform operator” holding personal information of more than one million users intends to go public in a foreign country, it must apply for a cybersecurity review. In addition, the relevant PRC governmental authorities may initiate cybersecurity review if they determine certain network products, services, or data processing activities affect or may affect national security. Furthermore, on November 14, 2021, the CAC released the consultation draft of the Network Data Security Management Regulations which provide, among other things, that a data processor who processes important data or who is listed overseas shall complete an annual data security assessment either self-conducted or conducted by a data security service organization engaged, and before January 31 of each year, submit the annual data security assessment report of the previous year to the local cyberspace affairs administration department. As of the date of this proxy statement, the Network Data Security Management Regulations was released for public comment only, and no interpretation or implementation rules for this proposed regulation have been issued by the CAC or any other PRC regulatory authorities. It remains uncertain when the Network Data Security Management Regulations will be adopted and become effective and whether it will be adopted as it was initial proposed. Also, there is no further explanation or interpretation as to how to determine what constitutes “affecting national security”. Therefore, it is uncertain whether BJY would be deemed as a “critical information infrastructure operator” or a “network platform operator” or a “data processors” holding one million users’ personal information, or whether its business will be deemed to affect or may affect national security under PRC laws, thus requiring BJY to go through a cybersecurity review process. As of the date of this proxy statement, BJY has not been informed by any PRC government authorities that BJY will be deemed as a critical information infrastructure operator. It also remains uncertain whether future regulatory changes would impose additional restrictions on companies like BJY. BJY cannot predict the impact of the Review Measures and the Network Data Security Management Regulations, if any, at this stage, and BJY will closely monitor and assess any development in the rulemaking process. If the Review Measures and the enacted version of the Network Data Security Management Regulations mandate clearance of a cybersecurity review and other specific actions to be completed by China-based companies listed on a foreign stock exchange like BJY, BJY faces uncertainties as to whether such clearance can be timely obtained, or at all. As of the date of this proxy statement, BJY had not been involved in any formal investigations on cybersecurity review made by the CAC on such basis. If BJY is not able to comply with the cybersecurity and data privacy requirements in a timely manner, or at all, BJY may be subject to government enforcement actions and investigations, fines, penalties, suspension of its non-compliant operations, or removal of its applications from the relevant application stores, among other sanctions, which could materially and adversely affect the business and results of operations of BJY, and upon the consummation of the Merger, of ListCo.

In November 2021, one of BJY’s applications “Cloud Classroom” was tested and considered as violated relevant regulations in collecting personal information by National App Technology Testing Platform, which is an official platform under the MIIT. Upon receipt of the notice, BJY immediately conducted thorough reviews on relevant systems and made rectifications. In February 2022, such application was listed on a notice of criticism circulated by the MIIT, which determined it violated relevant regulations in using users’ personal information and mandatorily, frequently and excessively requesting for permissions of users’ personal information. BJY reviewed its application system immediately and carried out rectification measures. The rectified application was recognized and approved by the MIIT in March 2022.

Pursuant to the PRC Personal Information Protection Law, where personal information is handled in violation of this law or personal information is handled without fulfilling personal information protection duties in accordance with the provisions, the departments fulfilling personal information protection duties and responsibilities are to order correction, confiscate unlawful income, and order the provisional suspension or termination of service provision of the application programs unlawfully handling personal information. The above-mentioned matters have neither caused the cease of any of BJY’s applications nor adversely affected BJY’s business and results of operations. As advised by BJY’s PRC legal counsel, Beijing Dentons Law Offices, LLP (“Dentons”), based on the rectification measures BJY has adopted and the confirmations received from the relevant authorities, the likelihood that it will be subject to further administrative punishment in the future due to the above-mentioned matters is remote. BJY believes the measures it takes with respect to personal information protection are consistent with industry practice.

BJY also continues to see jurisdictions imposing data localization laws, which require personal information, or certain subcategories of personal information to be stored in the jurisdiction of origin. These regulations may inhibit its ability to expand into those markets or prohibit it from continuing to offer services in those markets without significant additional costs.

The uncertainty and changes in the requirements of multiple jurisdictions may increase the cost of compliance, delay or reduce demand for its services, restrict its ability to offer services in certain locations, impact its customers’ ability to deploy its solutions in certain jurisdictions, or subject BJY to claims and litigation from private actors and investigations, proceedings, and sanctions by data protection regulators, all of which could harm its business, financial condition and operating results. Additionally, although BJY endeavors to have its products and platform comply with applicable laws and regulations, these and other obligations may be modified, they may be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements, contractual commitments or its practices. BJY also may be bound by contractual obligations relating to its collection, use and disclosure of personal, financial and other data or may find it necessary or desirable to join industry or other self-regulatory bodies or other privacy, cybersecurity or data protection-related organizations that require compliance with their rules pertaining to privacy and data protection.

BJY expects that there will continue to be new proposed laws, rules of self-regulatory bodies, regulations and industry standards concerning privacy, data protection and information security in the PRC and other jurisdictions, and it cannot yet determine the impact that such future laws, rules, regulations and standards may have on its business. Moreover, existing PRC cybersecurity and data protection-related laws and regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new laws and regulations regarding privacy, cybersecurity and data protection-related matters. Because global laws, regulations and industry standards concerning privacy, cybersecurity and data protection have continued to develop and evolve rapidly, it is possible that BJY or its products or platform may not be, or may not have been, compliant with each such applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact its business and practices, require BJY to expend significant resources to adapt to these changes, or to stop offering its products in certain countries. These developments could adversely affect the business, operating results and financial condition of BJY, and upon the consummation of the Merger, of ListCo.

Further, in many cases BJY relies on the data processing, privacy, data protection and cybersecurity practices of its suppliers and contractors, including with regard to maintaining the confidentiality, security and integrity of data. If BJY fails to manage its suppliers or contractors or their relevant practices, or if its suppliers or contractors fail to meet any requirements with regard to data processing, privacy, data protection or cybersecurity required by applicable legal or contractual obligations that BJY faces (including any applicable requirements of its clients), it may be liable in certain cases. BJY may face difficulties in binding its suppliers and contractors to these agreements and otherwise managing their relevant practices, which may subject BJY, or upon the consummation of the Merger, ListCo to claims, proceedings and liabilities.

Any failure or perceived failure by BJY, or upon the consummation of the Merger, by ListCo, its products or its platform to comply with new or existing PRC or other cybersecurity or data protection laws, regulations, policies, industry standards or legal obligations, any failure to bind its suppliers and contractors to appropriate agreements or to manage their practices or any systems failure or security incident that results in the unauthorized access to, or acquisition, release or transfer of, personally identifiable information or other data relating to customers or individuals may result in governmental investigations, inquiries, enforcement actions and prosecutions, private claims and litigation, fines and penalties, adverse publicity or potential loss of business.

BJY currently does not have insurance coverage covering all risks related to its business and operations. BJY’s lack of adequate D&O insurance may also make it difficult for it to retain and attract talented and skilled directors and officers.

BJY does not maintain insurance policies covering all of its business risks, such as risks relating to properties, receivables and public liability etc. BJY cannot assume that the insurance coverage it currently has would be sufficient to cover its potential losses. In the event there is any damage to any assets or incidents for which BJY does not have sufficient insurance coverage, if at all, BJY would have to pay for the difference itself where BJY’s or upon consummation of the Merger, ListCo’s cash flow and liquidity could be negatively affected.

As of the date of this proxy statement, BJY has not obtained directors and officers liability insurance, or D&O insurance for its directors and officers. In the future, BJY, or upon consummation of the Merger, ListCo may be subject to additional litigation, including potential class action and stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Without adequate D&O insurance, the amounts BJY, or upon consummation of the Merger, ListCo would pay to indemnify its officers and directors should they be subject to legal action based on their service to it could have a material adverse effect on the financial condition, results of operations and liquidity. Furthermore, BJY’s lack of adequate D&O insurance may make it difficult for it to retain and attract talented and skilled directors and officers, which could adversely affect its business.

Negative publicity about BJY, its services, operations and its management may adversely affect the reputation and business of BJY, or upon the consummation of the Merger, of ListCo.

BJY, or upon the consummation of the Merger, ListCo may, from time to time, receive negative publicity, including negative internet and blog postings about its company, its business, its management or its services. Certain of such negative publicity may be the result of malicious harassment or unfair competition acts by third parties. It may even be subject to government or regulatory investigation as a result of such third-party conduct and may be required to spend significant time and incur substantial costs to defend itself against such third-party conduct, and it may not be able to conclusively refute each of the allegations within a reasonable period of time, or at all. Its brand and reputation may be materially and adversely affected as a result of any negative publicity, which in turn may cause BJY, or upon the consummation of the Merger, ListCo to lose market share, customers and other third parties with which it conducts business.

BJY, or upon the consummation of the Merger, ListCo may require additional capital to support its business, and this capital might not be available on acceptable terms, if at all.

BJY, or upon the consummation of the Merger, ListCo intends to continue to make investments to support its business and may require additional funds. In particular, it may seek additional funds to develop new products and enhance its platform and existing products, expand its operations, including its sales and marketing organizations and its presence outside of China, improve its infrastructure or acquire complementary businesses, technologies, services, products and other assets. Accordingly, BJY, or upon the consummation of the Merger, ListCo may need to engage in equity or debt financings to secure additional funds. If it raises additional funds through future issuances of equity or convertible debt securities, its shareholders could suffer significant dilution.

BJY is in the process of discussing with certain potential investors regarding a potential private investment in public equity (“PIPE”) investment in ListCo upon or following the Closing, the terms of which are still subject to ongoing negotiation. The total number of shares to be issued by ListCo in such PIPE financing is expected to not exceed 15% of the ListCo’s total outstanding shares and shares subject to outstanding warrants immediately following the Closing (on a fully diluted and as converted basis and taking into account such PIPE financing). In addition, Mr. Gangjiang Li intends to subscribe, through entities directly or indirectly beneficially owned by him, for 20% of the shares to be issued in such PIPE financing. If such PIPE financing is consummated, the ListCo’s shareholders will experience dilution as a result.

Any new equity securities ListCo issues could have rights, preferences and privileges superior to holders of its equity securities currently issued and outstanding. Any debt financing that BJY, or upon the consummation of the Merger, ListCo may secure in the future could involve restrictive covenants relating to its capital raising activities and other financial and operational matters, which may make it more difficult for BJY to obtain additional capital and to pursue business opportunities. BJY, or upon the consummation of the Merger, ListCo may not be able to obtain additional financing on terms favorable to it, if at all. If BJY, or upon the consummation of the Merger, ListCo is unable to obtain adequate financing or financing on terms satisfactory to it when BJY, or upon the consummation of the Merger, ListCo requires it, its ability to continue to support its business growth, scale its infrastructure, develop product enhancements and to respond to business challenges could be significantly impaired, and the business, operating results and financial condition of BJY, or upon the consummation of the Merger, of ListCo may be adversely affected.

Heightened tensions in international relations, particularly between the United States and China, may adversely impact the business, financial condition, and results of operations of BJY.

Recently there have been heightened tensions in international relations, particularly between the United States and China, but also as a result of the war in Ukraine and sanctions on Russia. These tensions have affected both diplomatic and economic ties among countries. Heightened tensions could reduce levels of trade, investments, technological exchanges, and other economic activities between the major economies. The existing tensions and any further deterioration in the relationship between the United States and China may have a negative impact on the general, economic, political, and social conditions in both countries and, given BJY’s reliance on the Chinese market, adversely impact the business, financial condition, and results of operations of BJY, and after consummation of the Merger, of ListCo.

BJY’s business is subject to the risks of earthquakes, fire, floods, pandemics and other natural catastrophic events, and to interruption by man-made problems such as power disruptions, computer viruses, data security breaches or terrorism.

A significant natural disaster, such as an earthquake, fire, flood or pandemic, occurring at one of BJY’s headquarters, at one of its other facilities or where a business partner is located could adversely affect its business, operating results and financial condition. Further, if a natural disaster or man-made problem were to affect its service providers, this could adversely affect the ability of its customers to use its products and platform. In addition, natural disasters and acts of terrorism could cause disruptions in its or its customers’ businesses, national economies or the world economy as a whole, as is the case currently due to the COVID-19 pandemic. BJY also relies on its network and third-party infrastructure and enterprise applications and internal technology systems for its engineering, sales and marketing, and operating activities. Although BJY maintains incident management and disaster response plans, in the event of a major disruption caused by a natural disaster or man-made problem, it may be unable to continue its operations and may endure system interruptions, reputational harm, delays in its development activities, lengthy interruptions in service, breaches of data security and loss of critical data, any of which could adversely affect its business, operating results and financial condition.

In addition, computer malware, viruses and computer hacking, fraudulent use attempts and phishing attacks have become more prevalent in BJY’s industry, have occurred on its platform and have impacted some of its services providers in the past and may occur on its platform in the future. Any failure to maintain performance, reliability, security, integrity and availability of its products and technical infrastructure, including third-party infrastructure and services upon which BJY relies, may give rise to litigation, consumer protection actions, or harm to its reputation, and as a result, may hinder its ability to retain existing customers and attract new customers.

Risks Related to the Corporate Structure of BJY

If the PRC government deems that the contractual arrangements in relation to the VIE do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, BJY, or upon the consummation of the Merger, ListCo could be subject to severe penalties or be forced to relinquish its interests in those operations.

The PRC government regulates telecommunications-related businesses through strict business licensing requirements and other government regulations. These laws and regulations also include limitations on foreign ownership of PRC companies that engage in telecommunications-related businesses. Specifically, subject to undertakings for opening telecommunication industries made by China for joining WTO, foreign investors are not allowed to own more than a 50% equity interest in any PRC company engaging in value-added telecommunications businesses, except for those in a few categories, such as e-commerce, domestic multiparty communication, storage-and-forward, and call center services according to the Special Administrative Measures for Foreign Investment Access (Negative List) (Edition 2021) effective on January 1, 2022, which may be amended, supplemented or otherwise modified from time to time, or the Negative List. It’s further required under the currently effective Provisions on the Administration of Foreign Invested Telecommunications Enterprises, or the FITE Regulations that the primary foreign investor must also have experience and a good track record in providing value-added telecommunications services, or VATS, overseas. The FITE Regulations was recently amended on April 7, 2022 and has become effective since May 1, 2022, among which, the previous requirement on the primary foreign investor’s experience and good track record has been cancelled. However, this modification is relatively new, uncertainties still exist in relation to its interpretation and implementation.

Because BJY is an exempted company incorporated in the Cayman Islands, BJY is classified as a foreign enterprise under PRC laws and regulations, and its subsidiaries in the PRC are foreign-invested enterprises, or FIEs. As its current business and business plan to operate are deemed as kinds of VATS which are subject to restrictions or prohibitions, while its FIEs may not be eligible to operate VATS business in China according to above mentioned restrictions, BJY conducts its business in China through its VIE. Given that the telecommunication authorities generally implement look-through approach for the supervision of the value-added telecommunications license, there are risks that BJY may be required by the telecommunication authorities to re-apply for value-added telecommunications license in accordance with the FITE Regulations, which could adversely affect its business, operating results and financial condition. BJY has, through its Beijing WFOE, entered into a series of contractual arrangements, including Exclusive Technical and Consulting Services Agreement, Powers of Attorney, Exclusive Option Agreements and Equity Interest Pledge Agreements, as amended and restated, with its VIE, as well as its shareholders. These contractual arrangements entered into with its VIE allow BJY to (i) exercise effective control over the VIE, (ii) receive substantially all of the economic benefits of the VIE, and (iii) have an exclusive option to purchase all or part of the equity interests in the VIE when and to the extent permitted by PRC law. As a result of these contractual arrangements, BJY has control over and are the primary beneficiary of the VIE and hence consolidate its financial results as the VIE under U.S. GAAP.

BJY believes that its corporate structure and contractual arrangements comply with the current applicable PRC laws and regulations. Dentons is of the view that the contractual arrangement in relation to the VIE and all of the contracts among Beijing WFOE, the VIE and the shareholders of the VIE are valid and binding in accordance with its terms. However, as there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including the PRC Foreign Investment Law, the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, and the Telecommunications Regulations and the relevant regulatory measures concerning the telecommunications industry, there can be no assurance that the PRC government authorities, such as the Ministry of Commerce of the People’s Republic of China, or the MOFCOM, or the MIIT or other authorities that regulate internet content providers and other participants in the telecommunications industry, would agree that BJY’s corporate structure or any of the above contractual arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. PRC laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations.

In addition, BJY’s founder, chief executive officer and chairman owns the majority of the voting shares of BJY. BJY’s founder, chief executive officer and chairman along with a small number of other employees, together the nominee shareholders, own the majority of the voting shares of the VIE respectively. The enforceability, and therefore the benefits, of the contractual agreements between BJY and the VIE depend on these individuals enforcing the contracts. There is a risk that the benefits of ownership between BJY and the VIE may not be aligned in the future. Given the significance and importance of the VIE, there would be a significant negative impact to BJY if these contracts were not enforced. The fact that there are currently more than 20 shareholders and holders of warrants in the VIE (all of which have entered into the VIE Contracts) further hightens this risk.

If BJY’s corporate structure and contractual arrangements are deemed by the MIIT or the MOFCOM or other regulators having competent authority to be illegal, either in whole or in part, BJY may lose control of the VIE and have to modify such structure to comply with regulatory requirements. However, there can be no assurance that BJY can achieve this without material disruption to its business. Further, if its corporate structure and contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violations, including:

Furthermore, new PRC laws, rules and regulations may be introduced to impose additional requirements that may be applicable to BJY’s corporate structure and contractual arrangements. Occurrence of any of these events could adversely affect its business, operating results and financial condition. In addition, if the imposition of any of these penalties or requirement to restructure its corporate structure causes BJY to lose the rights to direct the activities of the VIE or its right to receive its economic benefits, BJY, or upon the consummation of the Merger, ListCo would no longer be able to consolidate the financial results of such VIE in its consolidated financial statements.

BJY relies on contractual arrangements with the VIE and the shareholders of the VIE to operate its business, which may not be as effective as equity ownership in providing operational control and could adversely affect its business, operating results and financial condition.

BJY relies on contractual arrangements with the VIE and the shareholders of the VIE to operate its business in the PRC. These contractual arrangements may not be as effective as equity ownership in providing BJY with control over the VIE. If the VIE or the shareholders of the VIE fail to perform their respective obligations under these contractual arrangements, its recourse to the assets held by the VIE is indirect and BJY may have to incur substantial costs and expend significant resources to enforce such arrangements in reliance on legal remedies under PRC law. The fact that there are currently more than 20 shareholders and holders of warrants in the VIE (all of which have entered into the VIE Contracts) further hightens this risk. These remedies may not always be effective, particularly in light of uncertainties in the PRC legal system. Furthermore, in connection with litigation, arbitration or other judicial or dispute resolution proceedings, assets under the name of any of record holder of equity interest in the VIE, including such equity interest, may be put under court custody. As a consequence, BJY cannot be certain that the equity interest will be disposed pursuant to the contractual arrangement or ownership by the record holder of the equity interest. In addition, though BJY has entered into equity interest pledge agreements with the shareholders of the VIE, its remedies under the equity interest pledge agreements are primarily intended to help BJY collect debts owed to BJY by the VIE or the shareholders of the VIE under the contractual arrangements and may not help BJY in acquiring the assets or equity of the VIE.

All the agreements under BJY’s contractual arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions. As a result, uncertainties in the PRC legal system could limit its ability to enforce these contractual arrangements. Meanwhile, there are very few precedents and little formal guidance as to how such contractual arrangements should be interpreted or enforced under PRC laws. Significant uncertainties exist regarding the ultimate outcome of such arbitration should legal action become necessary. In addition, under PRC laws, rulings by arbitrators are final and parties cannot appeal arbitration results in court unless such rulings are revoked or determined unenforceable by a competent court. If the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would require additional expenses and delay. In the event that BJY is unable to enforce these contractual arrangements, or if BJY suffers significant delay or other obstacles in the process of enforcing these contractual arrangements, BJY may not be able to exert effective control over the VIE and relevant rights and licenses held by it which BJY, or upon the consummation of the Merger, ListCo requires in order to operate its business, and its ability to conduct its business may be adversely affected.

The arbitration provisions under these contractual arrangements have no effect on the rights of BJY’s shareholders to pursue claims against BJY under U.S. federal securities laws.

BJY’s ability to enforce the equity interest pledge agreements among Beijing WFOE, the VIE and each shareholder of the VIE may be subject to limitations based on PRC laws and regulations.

Pursuant to the equity interest pledge agreements among Beijing WFOE, the VIE and each shareholder of the VIE, such shareholder pledges all of his or her equity interests in the VIE to Beijing WFOE to secure the performance by the VIE and its shareholders of their respective obligations under the applicable contractual agreements.

As of the date of this proxy statement, the pledge of the equity interests in the VIE has not been completed and the equity interest pledge under the equity interest pledge agreements has not been registered with local Administration for Market Regulation although the equity interest pledge agreements have been executed. Under the PRC Civil Code, when a pledgor fails to pay its debt when due, the pledgee may choose to either conclude an agreement with the pledgor to obtain the pledged equity or seek payments from the proceeds of the auction or sale of the pledged equity. The PRC Civil Code further provides that the registration is necessary to create security interest on the shares of a PRC company limited by shares, which means that before the equity interest pledge is duly registered, such pledge is unenforceable even though the relevant equity interest pledge agreement is binding. Prior to the completion of the registration, BJY may not be able to successfully enforce the equity interest pledges against any third parties who have acquired the equity interests in good faith in the VIE.

The shareholders of the VIE may have potential conflicts of interest with BJY, which could adversely affect its business, operating results and financial condition.

The interests of the shareholders of the VIE in their capacities as such shareholders may differ from the interests of BJY as a whole, as what is in the best interests of the VIE, including matters such as whether to distribute dividends or to make other distributions to fund its offshore requirement, may not be in the best interests of its company. There can be no assurance that when conflicts of interest arise, any or all of these shareholders will act in the best interests of its company or those conflicts of interest will be resolved in its favor. In addition, these shareholders may breach or cause the VIE to breach or refuse to renew the existing contractual arrangements with BJY. Since there is a considerable number of shareholders (more than 20) of the VIE including some shareholders who are concurrently holding (via themselves or their respective affiliate(s)) outstanding warrants to subscribe for BJY Shares, there is a heightened risk of one or more shareholders of the VIE breaching or causing the VIE to breach or refusing to renew the existing contractual arrangements with BJY, and we may not be able to obtain consent and cooperation from all the shareholders in further actions with respect to the VIE, such as the transfer of equity interests in the VIE to our designee. Also see "The outstanding warrants to subscribe for BJY Shares held by certain investors of BJY may not ultimately be exercised for BJY Shares. In the event of non-exercise of such warrants, the shareholding structure of BJY, and upon the consummation of the Merger, of ListCo, may be affected and there may be a negative impact on the financial condition of BJY, and upon the consummation of the Merger, of ListCo." beginning on page 50.

Currently, BJY does not have arrangements to address potential conflicts of interest the shareholders of the VIE may encounter in their capacity as the shareholders of the VIE, on the one hand, and as beneficial owners of BJY, on the other hand. BJY, however, could, at all times, exercise its option under the exclusive option agreement to cause them to transfer all of their equity ownership in the VIE to its WFOEs or an entity or individual designated by BJY as permitted by the then applicable PRC laws. In addition, if such conflicts of interest arise, BJY could also, in the capacity of attorney-in-fact of the then existing shareholders of the VIE as provided under the power of attorney agreements, directly appoint new directors of the VIE. BJY relies on the shareholders of the VIE to comply with PRC laws and regulations, which protect contracts and provide that directors and executive officers owe a duty of loyalty to its company and require them to avoid conflicts of interest and not to take advantage of their positions for personal gains, and the laws of the Cayman Islands, which provide that directors have a duty of care and a duty of loyalty to act honestly in good faith with a view to its best interests. However, the legal frameworks of China and the Cayman Islands do not provide guidance on resolving conflicts in the event of a conflict with another corporate governance regime. If BJY cannot resolve any conflicts of interest or disputes between it and the shareholders of the VIE, BJY may have to rely on legal proceedings, which could result in disruption of its business and subject it to substantial uncertainty as to the outcome of any such legal proceedings.

Contractual arrangements in relation to the VIE may be subject to scrutiny by the PRC tax authorities and they may determine that the VIE owes additional taxes, which could adversely affect the business, operating results and financial condition of BJY, or upon the consummation of the Merger, of ListCo.

Under applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. The PRC enterprise income tax law requires every enterprise in China to submit its annual enterprise income tax return together with a report on transactions with its related parties to the relevant tax authorities. The tax authorities may impose reasonable adjustments on taxation if they have identified any related party transactions that are inconsistent with arm’s length principles. BJY may face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements among its WFOEs, the VIE and the shareholders of the VIE were not entered into on an arm’s length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws, regulations and rules, and adjust their income in the form of a transfer pricing adjustment, which could increase their PRC tax liabilities and its overall tax liabilities. A transfer pricing adjustment could, among other things, result in a reduction of expense deductions recorded by BJY’s WFOEs or the VIE for PRC tax purposes, which could in turn increase their tax liabilities without reducing their tax expenses. In addition, if its WFOEs requests the shareholders of the VIE to transfer their equity interests in the VIE at nominal or no value pursuant to these contractual arrangements, such transfer could be viewed as a gift and subject the relevant subsidiary to PRC income tax. Furthermore, the PRC tax authorities may impose late payment fees and other penalties on its WFOEs and VIE for adjusted but unpaid taxes according to applicable regulations. The financial position of BJY, or upon the consummation of the Merger, of ListCo could be materially and adversely affected if the tax liabilities of its WFOEs and VIE increase, or if they are required to pay late payment fees and other penalties.

BJY may lose the ability to use and enjoy assets held by the VIE that are material to the operation of its business if the entity goes bankrupt or becomes subject to a dissolution or liquidation proceeding.

The VIE holds substantially all of BJY’s assets in China. Under the contractual arrangements, the VIE may not and the shareholders of the VIE may not cause it to, in any manner, sell, transfer, mortgage or dispose of its assets or its legal or beneficial interests in the business without its prior consent. However, in the event that the shareholders of the VIE breach these contractual arrangements and voluntarily liquidate the VIE, or the VIE declares bankruptcy and all or part of their assets become subject to liens or rights of third-party creditors, or are otherwise disposed of without its consent, BJY may be unable to continue some or all of its business activities or otherwise benefit from the assets held by the VIE, which could adversely affect its business, operating results and financial condition. If the VIE undergoes a voluntary or involuntary liquidation proceeding, independent third-party creditors may claim rights to some or all of these assets, thereby hindering its ability to operate its business, which could adversely affect the business, operating results and financial condition of BJY, and upon the consummation of the Merger, of ListCo.

Substantial uncertainties exist with respect to the interpretation and implementation of the PRC Foreign Investment Law, and its enactment could adversely affect the business, operating results and financial condition of BJY, or upon the consummation of the Merger, of ListCo.

The MOFCOM published a discussion draft of the proposed Foreign Investment Law (2015), or the 2015 Draft, in January 2015 aiming to, upon its enactment, replace the major existing laws and regulations governing foreign investment in China. In December 2018, the Standing Committee of the National People’s Congress, or the SCNPC published the draft Foreign Investment Law (2018), which was further amended and published in January 2019, as a second draft for comment. In March 2019, a new draft of Foreign Investment Law was submitted to the National People’s Congress for review and was approved on March 15, 2019, which came into effect recently on January 1, 2020. The Foreign Investment Law replaced the three laws on foreign investment, i.e., the Wholly Foreign-owned Enterprise Law of the PRC, the Cooperative Joint Venture Law of the PRC and the Equity Joint Venture Law of the PRC.

Pursuant to the Foreign Investment Law, “foreign investment” refers to investment activities directly or indirectly conducted by one or more natural persons, business entities, or otherwise organizations of a foreign country within China, or foreign investors, and the investment activities include the following situations: (i) a foreign investor, individually or collectively with other investors, establishes an FIE in China; (ii) a foreign investor acquires stock shares, equity shares, shares in assets, or other similar rights and interests of an enterprise within China; (iii) a foreign investor, individually or collectively with other investors, invests in a new project in China; and (iv) investments in other means as provided by laws, administrative regulations, or the State Council.

The 2015 Draft introduced certain concepts for the regulation of “variable interest entity” structure, or the VIE structures, such as “actual control” and “controlling PRC companies by contracts or trusts”. However, the enacted Foreign Investment Law, as well as its implementation rules which was promulgated on December 26, 2019 and took effect on January 1, 2020, no longer mention the relevant concepts for the regulation of these variable interest entity structures. Instead, the newly promulgated Foreign Investment Law contains a catch-all provision, stating that investments made by foreign investors through means stipulated in laws or administrative regulations or other methods prescribed by the State Council shall also be deemed as foreign investments. In consideration of the above, there are significant uncertainties as to the interpretation and implementation of such new legislation and how the control status of the VIE would be determined under the enacted Foreign Investment Law. BJY also faces uncertainties as to whether the interpretation and implementation of such new legislation or regulations promulgated in the future would mandate further actions, such as MOFCOM market entry clearance or certain restructuring of its corporate structure and operations, to be completed by companies with existing VIE structure and whether these actions can be timely completed, or at all, and its business and financial condition may be materially and adversely affected. If BJY, or upon the consummation of the Merger, ListCo is not able to obtain any approval when required, its contractual arrangements may be regarded as invalid and illegal, which could adversely affect its business, operating results and financial condition, for instance, BJY, or upon the consummation of the Merger, ListCo may not be able to (1) continue its business in China through its contractual arrangements with the VIE, (2) exert effective control over the VIE or (3) consolidate the financial results of, and receive economic benefits from the VIE under existing contractual arrangements.

In addition, BJY’s corporate governance practice may be impacted and its compliance costs could increase if the VIE was considered as FIEs under the Foreign Investment Law. For instance, the Foreign Investment Law purports to impose ad hoc and periodic information reporting requirements on foreign investors and the applicable FIEs. Any company found to be non-compliant with these information reporting obligations could potentially be subject to fines or administrative liabilities.

Risks Related to Doing Business in China

Changes in the political and economic policies of the PRC government could adversely affect BJY’s business, operating results and financial condition, and may result in its inability to sustain its growth and expansion strategies.

A substantial part of BJY’s operations are, and after consummation of the Merger, of ListCo will be based in the PRC and a significant portion of its revenues are and will be sourced from the PRC. Accordingly, their business, operating results and financial condition are and will be affected to a significant extent by economic, political and legal developments in the PRC.

The PRC economy differs from the economies of most developed countries in many respects, including the extent of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China are still owned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth by allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, regulating financial services and institutions and providing preferential treatment to particular industries or companies.

While the PRC economy has experienced significant growth in the past three decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall PRC economy, but may also have a negative effect on BJY and ListCo. Their business, operating results and financial condition could be materially and adversely affected by government control over capital investments or changes in tax regulations that are applicable to BJY and ListCo. In addition, the PRC government has implemented certain measures to control the pace of economic growth. These measures may cause decreased economic activity, which in turn could lead to a reduction in demand for their services and consequently adversely affect their business, operating results and financial condition, and cause the value of their securities to significantly decline or become worthless.

Furthermore, BJY, and after consummation of the Merger, ListCo, as well as the investors, face uncertainty about future actions by the PRC government that could significantly affect its financial performance and operations, including the enforceability of the VIE contractual arrangements. If future laws, administrative regulations or provisions mandate further actions to be taken by companies with respect to existing VIE contractual arrangements, ListCo may face substantial uncertainties as to whether it can complete such actions in a timely manner, or at all. Failure to take timely and appropriate measures to adapt to any of these or similar regulatory compliance challenges could materially and adversely affect BJY’s current corporate structure and business operations.

As of the date of this proxy statement, there are no laws, regulations or other rules require BJY to obtain permission or approvals from Chinese authorities to list on U.S. exchanges, and neither BJY has received or was denied such permission. However, there is a risk that BJY will not receive or will be denied permission from Chinese authorities to list on U.S. exchanges in the future, which could significantly limit or completely hinder ListCo’s ability to offer or continue to offer the securities to investors and cause the value of the shares to significantly decline or be worthless.

BJY and ListCo may be adversely affected by the complexity, uncertainties and changes in PRC laws, rules and regulations, particularly of internet businesses. And there is a risk that the PRC government may exert more oversight and control over offerings that are conducted overseas, which could materially and adversely affect ListCo’s business and hinder its ability to offer or continue its operations, and cause the value of ListCo’s securities to significantly decline or become worthless.

A significant portion of BJY’s operations are, and after consummation of the Merger, of ListCo will be conducted in the PRC and are governed by PRC laws, rules and regulations. BJY’s WFOEs and VIE are subject to laws, rules and regulations applicable to foreign investment in China. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value in the PRC.

In 1979, the PRC government began to promulgate a comprehensive system of laws, rules and regulations governing economic matters in general. The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investment in China. However, China has not developed a fully integrated legal system, and recently enacted laws, rules and regulations may not sufficiently cover all aspects of economic activities in China or may be subject to significant degrees of interpretation by PRC regulatory agencies. In particular, because these laws, rules and regulations are relatively new, the number of published decisions and the nonbinding nature of such decisions is limited, and the laws, rules and regulations often give the relevant regulator significant discretion in how to enforce them, the interpretation and enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent and unpredictable. In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published in a timely manner, or at all, and which may have a retroactive effect. As a result, BJY and ListCo may not be aware of their violation of these policies and rules until after the occurrence of the violation. Moreover, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection BJY and ListCo enjoy than in more developed legal systems. These uncertainties may impede their ability to enforce the contracts BJY and ListCo have entered into and could adversely affect their business, operating results and financial condition.

There are uncertainties regarding the enforcement of PRC laws, and rules and regulations in China can change quickly with little advance notice. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas could materially and adversely affect ListCo’s business and hinder its ability to offer or continue its operations, and cause the value of its securities to significantly decline or become worthless. For example, the Chinese cybersecurity regulator announced on July 2, 2021 that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that company’s application be removed from smartphone application stores. In December 2021, DIDI announced that it would delist from the New York Stock Exchange less than six months after its initial public offering.

The Chinese government heavily regulates the internet industry, including relevant market access restrictions and limitations on foreign investment, license and permit requirements for service providers in the internet industry. Since some of the laws, regulations and legal requirements with respect to the internet are relatively new and evolving, their interpretation and enforcement involve significant uncertainties. Because the Chinese legal system is based on written statutes, such that prior court decisions can only be cited for reference and have little precedential value, it is in many cases difficult to determine what actions or omissions may result in liabilities.

Issues, risks and uncertainties relating to China’s government regulation of the Chinese internet sector include the following.

Due to the increasing popularity and use of the internet and other online services, it is possible that a number of laws and regulations may be adopted with respect to the internet or other online services covering issues such as user privacy, cybersecurity, data protection, pricing, content, copyrights, distribution, antitrust and characteristics and quality of products and services. The adoption of additional laws or regulations may impede the growth of the internet or other online services, which could, in turn, decrease the demand for BJY’s products and services and increase its cost of doing business. The interpretation and application of existing PRC laws, regulations and policies, the stated positions of relevant PRC government authorities and possible new laws, regulations or policies have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, internet businesses in China, including its business.

The Chinese government exerts substantial influence over the manner in which BJY must conduct its business, and may intervene or influence its operations at any time, which could result in a material change in its operations, significantly limit or completely hinder ListCo’s ability to offer or continue to offer securities to investors, and cause the value of the ordinary shares to significantly decline or be worthless.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. BJY’s ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on its part to ensure its compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require BJY to divest itself of any interest it then holds in Chinese properties.

As such, BJY’s business is subject to various government and regulatory interferences. BJY could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. BJY may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. BJY’s operations, and after consummation of the Merger, ListCo’s operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry, which could result in a material change in its operation and the value of the ordinary shares.

Furthermore, given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas, although BJY is currently not required to obtain permission from any of the PRC federal or local government authorities and has not received any denial to list on the U.S. exchange, it is uncertain when and whether BJY will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded, which could significantly limit or completely hinder ListCo’s ability to offer or continue to offer its securities to investors and cause the value of its shares to significantly decline or be worthless.

BJY may be required to obtain and maintain permits, filings and licenses to operate its business in China.

BJY’s business activities mainly include offering real-time engagement products that enable interactions through audio, video or message within mobile applications, which may be regarded as value-added telecommunications services under the Catalog of Telecommunications Business, or the Catalog, which was recently revised and promulgated on June 6, 2019. Considering the products BJY offers and the way its services are provided to its customers, BJY was of the view that its business activities fit into domestic multi-party communication services and information services under the Catalog. BJY is required to obtain the value-added telecommunication business operation licenses with service scope for provision of domestic multi-party communication services, or the DMPC license, and for provision of information services, or the IS license. Nanjing Baijiayun Technology Co., Ltd. has obtained the DMPC license with national coverage on December 3, 2019. The VIE, Nanjing Baijiayun Technology Co., Ltd., Wuhan Baijiashilian Technology Co., Ltd. and Guizhou Baijiayun Technology Co., Ltd. have obtained the IS licenses. However, the video cloud industry is still at a nascent stage of development and the laws and regulations regarding licenses for value added telecommunication services in the PRC are continuously evolving. Though the above licenses have already been obtained to minimize the risk arising from the PRC regulator’s different interpretation and enforcement on relevant laws, rules and regulations, it is possible that the businesses described in the Catalog, along with other relevant rules and regulatory requirements for the licenses, may further be interpreted and applied in a manner that is inconsistent with BJY’s understanding above, which means that BJY may be required by the PRC regulators to update its existing licenses or to obtain additional licenses under the current Catalog, or under future laws, rules and regulations applicable to its business as promulgated and amended from time to time.

Currently, BJY holds two internet mobile applications, named “Cloud Classroom” and “Cloud Live”. According to the introduction of “Cloud Classroom” in the APP Store, it is an interactive live streaming tool that focuses on the education and training industry, helping customers in such industry to quickly develop online live courses business. The PRC Administrative Measures on Filing of Educational Mobile Apps requires the operators of educational mobile applications to file such application with competent provincial regulatory authorities. However, there is no specific punishment towards operators who fail to file such applications. BJY did not complete the filing of its operating applications as it does not deem its applications as educational mobile applications. Based on the recent verbal consultations with competent authorities, BJY’s applications would not be regarded as educational mobile applications, and thus, BJY is not required to file these applications with competent authorities. As of the date of this proxy statement, BJY confirmed that it has never been interviewed, criticized, or included in the blacklist of educational mobile application operators by PRC government authorities due to its lack of filing of educational mobile applications. Pursuant to the Administrative Measures for the Graded Protection of Information Security, entities operating information systems shall determine the security protection grade of the information system pursuant to the Measures for the Graded Protection of Information Security and the Guidelines for Grading of Classified Protection of Cyber Security, and report such grade to the relevant department for examination and approval. Pursuant to the PRC Cybersecurity Law, if network operators do not perform cybersecurity protection duties of classified protection of cybersecurity, the competent authorities shall order the operator to make correction and give warnings. BJY obtains several information systems, however, it only obtained the Information System Security Level Protection Record Certificate for its “Cloud Classroom” system. As of the date of this proxy statement, BJY confirmed that it has never been warned, or ordered to make correction due to its lack of filing of the information systems.

Though the lack of filing of educational mobile applications and information systems has not affected BJY’s business and results of operations at current stage, it is possible that the laws, rules and regulations may further be interpreted and applied in a manner that is inconsistent with understanding above, or be promulgated and amended from time to time, which could adversely affect the business operations of BJY, or upon consummation of the Merger, ListCo in the future.

BJY and ListCo will continuously assess the need to obtain and renew permits, filings and licenses to operate their business, closely consult the supervisory authority having jurisdiction over BJY and ListCo, and follow their guidance in a timely manner to ensure they run their business legally. However, BJY and ListCo may fail, on acceptable terms and in a timely manner, or at all, to obtain, maintain or update the permits, filings and licenses they may need to operate and expand their business from time to time and as required by the supervisory authorities. Business operations without proper permits, filings and licenses may subject BJY and ListCo to administrative penalties by relevant PRC regulators with measures including fines, and in very extreme cases, confiscation of the gains derived from the operations, being required to discontinue or restrict their operation and being placed in the credit blacklist made by the PRC regulator, and their business, operating results and financial condition could be materially adversely affected.

BJY’s contractual arrangements with the VIE are governed by the laws of the PRC and it may have difficulty in enforcing any rights it may have under these contractual arrangements.

As all of BJY’s contractual arrangements the VIE are governed by the PRC laws and provide for the resolution of disputes through arbitration in the PRC, they would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. Disputes arising from these contractual arrangements will be resolved through arbitration in China, although these disputes do not include claims arising under the United States federal securities law and thus do not prevent you from pursuing claims under the United States federal securities law. The legal environment in the PRC is not as developed as in the United States. As a result, uncertainties in the PRC legal system could further limit BJY’s ability to enforce these contractual arrangements, through arbitration, litigation and other legal proceedings remain in China, which could limit BJY’s ability to enforce these contractual arrangements and exert effective control over the VIE. Furthermore, these contracts may not be enforceable in China if PRC government authorities or courts take a view that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons. In the event BJY is unable to enforce these contractual arrangements, it may not be able to exert effective control over the VIE, and its ability to conduct its business may be materially and adversely affected.

The Regulation on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors establishes more complex procedures for acquisitions conducted by foreign investors that could make it more difficult for BJY to grow through acquisitions.

On August 8, 2006, six PRC regulatory agencies, including the MOFCOM, the State-Owned Assets Supervision and Administration Commission, or the SASAC, the State Administration of Taxation, or the SAT, the State Administration for Industry and Commerce, or the SAIC, the CSRC, and the State Administration of Foreign Exchange, or the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, or Circular 10, which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rules include, among other things, provisions that purport to require that an offshore special purpose vehicle that is controlled by PRC domestic companies or individuals and that has been formed for the purpose of an overseas listing of securities through acquisitions of PRC domestic companies or assets using shares of such special purpose vehicles or shares held by its shareholders as considerations to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures regarding its approval of overseas listings by special purpose vehicles. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles.

These regulations established additional procedures and requirements that are expected to make merger and acquisition activities in China by foreign investors more time-consuming and complex. For example, the M&A Rules require that the MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise if (1) any important industry is concerned, (2) such transaction involves factors that have or may have impact on the national economic security or (3) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. The approval from the MOFCOM shall be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. Mergers, acquisitions or contractual arrangements that allow one market player to take control of or to exert decisive impact on another market player must also be notified in advance to the MOFCOM when the threshold under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings issued by the State Council in August 2008 (as amended in September 2018) is triggered. In addition, the Provisions of the Ministry of Commerce on the Implementation of the Security Review System for Merger and Acquisition of Domestic Enterprises by Foreign Investors, or MOFCOM Security Review Rules, issued by the MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. BJY, and after consummation of the Merger, ListCo may grow their business in part by acquiring other companies operating in their industry. Complying with the requirements of the new regulations to complete such transactions could be time-consuming, and any required approval processes, including approval from the MOFCOM or other relevant governmental authorities, may delay or inhibit their ability to complete such transactions, which could affect their ability to expand their business or maintain their market share.

Significant uncertainties exist in relation to the interpretation and implementation of, or proposed changes to, the PRC laws, regulations and policies regarding the online private education industry may adversely affect BJY’s business, financial condition, results of operations and prospect.

The regulatory environment with respect to the industry that BJY has been operating in China is changing rapidly for the past years and therefore is subject to substantial uncertainties. The PRC private education industry, especially the after-school tutoring sector, has experienced intense scrutiny and has been subject to significant regulatory changes recently. In particular, the Opinions on Further Alleviating the Burden of Homework and After-School Tutoring for Students in Compulsory Education jointly promulgated by the General Office of State Council and the General Office of Central Committee of the Communist Party of China on July 24, 2021, sets out a series of operating requirements on after-school tutoring institutions, including, among other things, online academic after-school tutoring institutions that have filed with the local education administration authorities will be subject to review and re-approval procedures by competent government authorities, and any failure to obtain such approval will result in the cancellation of its previous filing and internet content provider license, or the ICP license.

Since BJY’s customers operate in a broad range of industries, including private education industry, BJY is closely monitoring the evolving regulatory environment. However, its business, financial condition, results of operations and prospect may be materially and adversely affected due to restrictions on private education industry. BJY also cannot assure that there will not be any new rules or regulations in China on business regarding education sector that its customers currently operate, or such new rules and regulations will not subject its business operations to further adjustments and in the event of such changes, its business operations may be adversely impacted.

The PCAOB is currently unable to inspect ListCo’s auditor in relation to their audit work performed for ListCo financial statements and the inability of the PCAOB to conduct inspections over ListCo auditor deprives ListCo investors with the benefits of such inspections.

ListCo’s auditor which is expected to be retained by ListCo upon consummation of the Merger, the independent registered public accounting firm that issues the audit report incorporated by reference into this proxy statement, as an auditor of companies that are traded publicly in the United States and a firm registered with the Public Company Accounting Oversight Board (United States), or the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Since ListCo’s auditor is located in China, a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the Chinese authorities, ListCo’s auditor is not currently inspected by the PCAOB. As a result, ListCo and investors in the Shares are deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of ListCo’s independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could cause investors and potential investors in the ListCo Ordinary Shares to lose confidence in ListCo’s audit procedures and reported financial information and the quality of ListCo financial statements.

The Shares may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect or fully investigate auditors located in China.

The Holding Foreign Companies Accountable Act, or the HFCAA, was signed into law on December 18, 2020. The HFCAA states if the SEC determines that ListCo has filed audit reports issued by a registered public accounting firm that has not been subject to inspection for the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit the shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements of the HFCAA, pursuant to which the SEC will identify an issuer as a “Commission Identified Issuer” if the issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely, and will then impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for three consecutive years. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. The PCAOB identified ListCo’s auditor as one of the registered public accounting firms that the PCAOB is unable to inspect or investigate completely.

Whether the PCAOB will be able to conduct inspections of its auditor before the issuance of its financial statements on Form 20-F for the year ending December 31, 2023 which is due by April 30, 2024, or at all, is subject to substantial uncertainty and depends on a number of factors out of its, and its auditor’s, control. If the Shares are prohibited from trading in the United States, there is no certainty that ListCo will be able to list on a non-U.S. exchange or that a market for the shares will develop outside of the United States. Also, such a prohibition would significantly affect its ability to raise capital on terms acceptable to ListCo, or at all, which would have a material adverse impact on its business, financial condition, and prospects.

On June 22, 2021, the U.S. Senate passed a bill which would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two. On February 4, 2022, the U.S. House of Representatives passed a bill which contained, among other things, an identical provision. If this provision is enacted into law and the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA is reduced from three years to two, then the Shares could be prohibited from trading in the United States in 2023.

PRC laws and regulations mandate complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for ListCo to make acquisitions in China.

PRC laws and regulations, such as the M&A Rules, and other relevant rules, established additional procedures and requirements that are expected to make merger and acquisition activities in China by foreign investors more time-consuming and complex, including requirements in some instances that the MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise, or that the approval from the MOFCOM be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. PRC laws and regulations also require certain merger and acquisition transactions to be subject to a merger control security review. In August 2011, the MOFCOM promulgated the Rules of the Ministry of Commerce on the Implementation of the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or MOFCOM Security Review Rules, effective from September 1, 2011, further provide that, when deciding whether a specific merger or acquisition of a domestic enterprise by foreign investors is subject to a security review by the MOFCOM, the principle of substance over form should be applied and foreign investors are prohibited from bypassing the security review requirement by structuring transactions through proxies, trusts, indirect investments, leases, loans, control through contractual arrangements of offshore transaction. Factors that the MOFCOM considers in its review are whether an important industry is involved, such transaction involves factors that have had or may have an impact on national economic security and such transaction will lead to a change in control of a domestic enterprise that holds a well-known PRC trademark or a time-honored PRC brand. If a business of any target company that ListCo plans to acquire falls into the ambit of security review, ListCo may not be able to successfully acquire such company. Complying with the requirements of the relevant regulations to complete any such transaction could be time- consuming, and any required approval process, including approval from the MOFCOM, may delay or inhibit its ability to complete such transactions, which could affect its ability to expand its business.

PRC regulations relating to investments in offshore companies by PRC residents may subject BJY’s PRC-resident beneficial owners, its WFOEs or the VIE to liability or penalties, limit its ability to inject capital into its WFOEs and the VIE or limit its WFOEs’ and the VIE’s ability to increase their registered capital or distribute profits.

The SAFE promulgated the Circular of the SAFE on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014, which replaced the former circular commonly known as “SAFE Circular 75” promulgated by the SAFE on October 21, 2005. SAFE Circular 37 requires PRC residents to register with local branches of the SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle”. Pursuant to SAFE Circular 37, “control” refers to the act through which a PRC resident obtains the right to carry out business operation of, to gain proceeds from or to make decisions on a special purpose vehicle by means of, among others, shareholding entrustment arrangement. SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as change of shareholders of the special purpose vehicle, increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiaries. Moreover, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for evasion of foreign exchange controls. According to the Notice of the SAFE on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment released on February 13, 2015 by the SAFE, local banks will examine and handle foreign exchange registration for overseas direct investment, including the initial foreign exchange registration and amendment registration, under SAFE Circular 37 from June 1, 2015.

Mr. Gangjiang Li, Mr. Yi Ma and 11 natural persons completed the initial SAFE registration pursuant to SAFE Circular 37 in September 2021. BJY has notified substantial beneficial owners of ordinary shares who it knows are PRC residents of their filing obligation, including the obligation to complete the SAFE registration and to make updates under SAFE Circular 37. Nevertheless, BJY may not be continuously aware of the identities of all of its beneficial owners who are PRC residents. BJY does not have control over its beneficial owners and there can be no assurance that all of its PRC-resident beneficial owners will comply with SAFE Circular 37 and subsequent implementation rules, and there is no assurance that the registration under SAFE Circular 37 and any amendment will be completed in a timely manner, or will be completed at all. The failure of BJY’s beneficial owners who are PRC residents to register or amend their foreign exchange registrations in a timely manner pursuant to SAFE Circular 37 and subsequent implementation rules, or the failure of future beneficial owners of its company who are PRC residents to comply with the registration procedures set forth in SAFE Circular 37 and subsequent implementation rules, may subject such beneficial owners, its WFOEs or the VIE to fines and legal sanctions. Failure to register or comply with relevant requirements may also limit its ability to contribute additional capital to its WFOEs and the VIE and limit its WFOEs’ ability to distribute dividends to its company. These risks could adversely affect its business, operating results and financial condition.

Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject BJY to penalties.

BJY is required under PRC laws and regulations to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of its employees up to a maximum amount specified by the local government from time to time at locations where it operates its businesses. The requirement of employee benefit plans has not been implemented consistently by the local governments in China given the different levels of economic development in different locations. As of the date of this proxy statement, BJY has not made adequate employee benefit payments and it may be required to make up the contributions for these plans in the amount of 110% of the amount in the preceding month. If BJY fails to make or supplement contributions of social security premiums within the stipulated period, the social security premiums collection agency may enquire into the deposit accounts of the employer with banks and other financial institutions. In an extreme situation, where BJY failed to contribute social security premiums in full amount and does not provide guarantee, the social security premiums collection agency may apply to a Chinese court for seizure, foreclosure or auction of its properties of value equivalent to the amount of social security premiums payable, and the proceeds from auction shall be used for contribution of social security premiums. If BJY is subject to deposit, seizure, foreclosure or auction in relation to the underpaid employee benefits, its financial condition and results of operations may be adversely affected.

Any failure to comply with PRC regulations regarding employee equity incentive plans may subject the PRC plan participants or BJY to fines and other legal or administrative sanctions.

Pursuant to SAFE Circular 37, PRC residents who participate in equity incentive plans in overseas non-publicly-listed companies due to their position as director, senior management or employees of the PRC subsidiaries of the overseas companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. BJY’s directors, executive officers and other employees who are PRC residents and who have been granted options may follow SAFE Circular 37 to apply for the foreign exchange registration before its company becomes an overseas listed company. As an overseas listed company, BJY and its directors, executive officers and other employees who are PRC residents and who have been granted options are subject to the Notice of the SAFE on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, issued by SAFE in February 2012, according to which, employees, directors, supervisors and other management members participating in any equity incentive plans of an overseas publicly listed company who are PRC residents are required to register with SAFE through a domestic qualified agent, which could be a PRC subsidiary of such overseas listed company, and complete certain other procedures. BJY, or upon the consummation of the Merger, ListCo is making, and will make efforts to comply with these requirements, but there can be no assurance that they can successfully register with SAFE in full compliance with the rules. Failure to complete the SAFE registrations may subject relevant participants in the share incentive plans to fines and legal sanctions and may also limit the ability to make payment under the equity incentive plans or receive dividends or sales proceeds related thereto, or its ability to contribute additional capital into its wholly- foreign owned enterprise in China and limit the wholly-foreign owned enterprise’s ability to distribute dividends to BJY. BJY also faces regulatory uncertainties that could restrict its ability to adopt additional equity incentive plans for its directors and employees under PRC law.

BJY may rely on dividends, loans and other distributions on equity paid by its principal operating subsidiaries to fund offshore cash and financing requirements. Any limitation on the ability of its PRC operating subsidiaries to make payments to BJY could adversely affect its ability to conduct its business.

BJY is a holding company and may rely on dividends, loans and other distributions on equity paid by its principal operating subsidiaries and on remittances from the VIE for its offshore cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to its shareholders, fund inter-company loans, service any debt BJY may incur outside of China and pay its expenses. When BJY’s WFOEs or the VIE incur additional debt, the instruments governing the debt may restrict their ability to pay dividends, make loans or make other distributions or remittances to BJY. Furthermore, the laws, rules and regulations applicable to its WFOEs and the VIE permit payments of dividends only out of its retained earnings, if any, determined in accordance with applicable accounting standards and regulations.

Under PRC laws, rules and regulations, BJY’s WFOEs and the VIE are required to set aside at least 10% of their net income each year to fund certain statutory reserves until the cumulative amount of such reserves reaches 50% of their registered capital. These reserves, together with the registered capital, are not distributable as cash dividends. As a result of these laws, rules and regulations, its WFOEs and the VIE are restricted in their ability to transfer a portion of their respective net assets to their shareholders as dividends, loans or advances.

Limitations on the ability of the VIE to make remittance to the wholly-foreign owned enterprise and on the ability of its subsidiaries to pay dividends to BJY could limit its ability to access cash generated by the operations of those entities, including making investments or acquisitions that could be beneficial to its businesses, paying dividends to its shareholders or otherwise funding and conducting its business.

The discontinuation of the preferential tax treatment available to BJY in China could adversely affect its business, operating results and financial condition.

Under PRC tax laws and regulations, some of BJY’s PRC subsidiaries currently benefit from a number of preferential tax treatments. For example, the modified Enterprise Income Tax Law of the PRC, effective on December 29, 2018, or the EIT Law, and its implementation rules generally impose a uniform income tax rate of 25% on all enterprises, but grant preferential treatment to “high and new technology enterprises strongly supported by the state,” or HNTEs, to enjoy a reduced enterprise tax rate of 15%. Wuhan Baijiayun Technology Co, Ltd., Beijing Deran Technology Co, Ltd., and the VIE are now qualified as HNTEs. Continued qualification as a HNTE is subject to a three-year review by the relevant government authorities in China, and in practice certain local tax authorities also require annual evaluation of the qualification. In addition to the foregoing tax benefit, some of BJY’s PRC subsidiaries obtained the certificate of Qualified Software Enterprise and some of its products have obtained software product registration certificates, based on which the relevant PRC subsidiaries enjoy certain preferential enterprise income tax and value-added tax benefits, according to relevant rules including the Notice on Value-added Tax Policies for Software Products issued by the Ministry of Finance, or the MOF, and the SAT, on October 13, 2011, the Notice on Enterprise Income Tax Policies for Further Encouraging the Development of Software and Integrated Circuit Industries issued by the MOF and the SAT on April 20, 2012, the Notice on Increasing the Proportion of Weighted Pre-tax Deduction for R&D Expenses issued by the MOF, the SAT and the Ministry of Science and Technology on September 20, 2018, and the Announcement on Enterprise Income Tax Policies for Promoting the High-Quality Development of Integrated Circuit and Software Industries issued by the MOF, the SAT, the National Development and Reform Commission, or the NDRC, and the MIIT on December 11, 2020. In the event the preferential tax treatment for BJY’s PRC subsidiaries are discontinued or are not verified by the local tax authorities, and the affected entity fails to obtain preferential tax treatments, it will become subject to the standard tax rates and policies, including the PRC enterprise income tax rate of 25%. BJY, or upon the consummation of the Merger, ListCo cannot assure you that the tax authorities will not, in the future, discontinue its preferential tax treatment, potentially with retroactive effect.

BJY and its non-PRC subsidiaries may be treated as resident enterprises for PRC tax purposes under the PRC Enterprise Income Tax Law, and it may therefore be subject to PRC income tax on its global income.

Under the modified Enterprise Income Tax Law of the PRC and its implementing rules, enterprises established under the laws of jurisdictions outside of China with “de facto management bodies” located in China may be considered PRC tax resident enterprises for tax purposes and may be subject to the PRC enterprise income tax at the rate of 25% on their global income. “De facto management body” refers to a managing body that exercises substantive and overall management and control over the production and business, personnel, accounting books and assets of an enterprise. The SAT issued the Notice Regarding the Determination of Chinese-Controlled Offshore-Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or Circular 82, on April 22, 2009. Circular 82 provides certain specific criteria for determining whether the “de facto management body” of a Chinese- controlled offshore-incorporated enterprise is located in China. Although Circular 82 only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by foreign enterprises or individuals, the determining criteria set forth in Circular 82 may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or PRC enterprise groups. If BJY or any of its non-PRC subsidiaries were to be considered a PRC resident enterprise, BJY or the subsidiary would be subject to PRC enterprise income tax at the rate of 25% on its or the subsidiary’s global income. In such case, its profitability and cash flow may be materially reduced as a result of its global income being taxed under the Enterprise Income Tax Law of the PRC. BJY believes that none of its entities outside of China is a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body”.

If ListCo becomes directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, ListCo may have to expend significant resources to investigate and resolve the matter, which could harm ListCo’s business operations, this Merger and its reputation, and could result in a loss of investors’ investment in its stock, especially if such matter cannot be addressed and resolved favorably.

Recently, U.S. public companies that have substantially all of their operations in China, have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on ListCo, its business and this Merger. If ListCo becomes the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, ListCo will have to expend significant resources to investigate such allegations and/or defend itself. This situation may be a major distraction to the management. If such allegations are not proven to be groundless, ListCo and business operations will be severely hampered and investors’ investment in its stock could be rendered worthless.

It may be difficult for overseas regulators to conduct investigations or collect evidence within China.

Shareholder claims or regulatory investigation that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, which became effective in March 2020, no foreign securities regulator is allowed to directly conduct investigations or evidence collection activities within the PRC territory. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for a foreign securities regulator to directly conduct investigations or evidence collection activities within China may further increase the difficulties you face in protecting your interests.

There are uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies.

On February 3, 2015, the SAT issued the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or Bulletin 7, which partially replaced and supplemented previous rules under the Notice of the SAT on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises or SAT Circular 698, issued by the SAT on December 10, 2009. Pursuant to this Bulletin 7, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax. According to Bulletin 7, “PRC taxable assets” include assets attributed to an establishment in China, immovable properties located in China, and equity investments in PRC resident enterprises, in respect of which gains from their transfer by a direct holder, being a non-PRC resident enterprise, would be subject to PRC enterprise income taxes. When determining whether there is a “reasonable commercial purpose” of the transaction arrangement, features to be taken into consideration include: whether the main value of the equity interest of the relevant offshore enterprise derives from PRC taxable assets; whether the assets of the relevant offshore enterprise mainly consists of direct or indirect investment in China or if its income mainly derives from China; whether the offshore enterprise and its subsidiaries directly or indirectly holding PRC taxable assets have real commercial nature which is evidenced by their actual function and risk exposure; the duration of existence of the business model and organizational structure; the replicability of the transaction by direct transfer of PRC taxable assets; and the tax situation of such indirect transfer and applicable tax treaties or similar arrangements. In respect of an indirect offshore transfer of assets of a PRC establishment, the resulting gain is to be included with the enterprise income tax filing of the PRC establishment or place of business being transferred, and would consequently be subject to PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to the immovable properties located in China or to equity investments in a PRC resident enterprise, which is not related to a PRC establishment or place of business of a non-resident enterprise, a PRC enterprise income tax of 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligation. Bulletin 7 does not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired from a transaction through a public stock exchange. On October 17, 2017, the SAT promulgated the Announcement on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Circular 37, which was amended and became effective on June 15, 2018, and SAT Circular 698 then was repealed with effect from December 1, 2017. SAT Circular 37 also amends certain provisions in Bulletin 7, but does not touch upon other provisions of Bulletin 7, which remain in full force. SAT Circular 37, among other things, simplified procedures of withholding and payment of income tax levied on non-resident enterprises.

There is uncertainty as to the application of Bulletin 7 and SAT Circular 37. BJY faces uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in its offshore subsidiaries or investments. BJY may be subject to filing obligations or taxed if its company is transferor in such transactions, and may be subject to withholding obligations if its company is transferee in such transactions under Bulletin 7. For transfer of shares in its company by investors that are non-PRC resident enterprises, its WFOEs may be requested to assist in the filing under Bulletin 7. As a result, BJY, and after consummation of the Merger, ListCo may be required to expend valuable resources to comply with Bulletin 7 and SAT Circular 37 or to request the relevant transferors from whom it purchases taxable assets to comply with Bulletin 7 and SAT Circular 37, or to establish that it should not be taxed under Bulletin 7 and SAT Circular 37, which could adversely affect the business, operating results and financial condition of BJY, and after consummation of the Merger, ListCo.

BJY is, and after consummation of the Merger, ListCo will be subject to restrictions on currency exchange.

A substantial portion of BJY’s revenue are, and after consummation of the Merger, ListCo’s revenues will be denominated in Renminbi. The Renminbi is currently convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans, including loans BJY may secure from its WFOEs or the VIE. Currently, BJY’s WFOEs may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to BJY, without the approval of the SAFE by complying with certain procedural requirements. However, the relevant PRC governmental authorities may limit or eliminate its ability to purchase foreign currencies in the future for current account transactions. Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, the SAFE and other relevant PRC governmental authorities. Since a significant amount of BJY and ListCo’s future revenues and cash flow will be denominated in Renminbi, any existing and future restrictions on currency exchange may limit their ability to utilize cash generated in Renminbi to fund their business activities outside of the PRC or pay dividends in foreign currencies to the shareholders, and may limit their ability to obtain foreign currency through debt or equity financing for the WFOEs and the VIE.

PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent BJY from making loans to its WFOEs and the VIE, or to make additional capital contributions to its WFOEs.

BJY, as an offshore holding company, is permitted under PRC laws and regulations to provide funding to its WFOEs, which is treated as a foreign-invested enterprise under PRC laws, through loans or capital contributions. However, loans by BJY to its WFOEs to finance its activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE and capital contributions to its WFOEs is subject to the requirement of making necessary filings or registrations through enterprise registration system with relevant governmental authorities in China.

SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or Circular 19, effective on June 1, 2015, in replacement of the Circular of the General Affairs Department of the State Administration of Foreign Exchange on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration of Foreign Exchange Businesses, or Circular 59, and the Circular of the SAFE on Further Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign Exchange Businesses, or Circular 45. According to Circular 19, the flow and use of the Renminbi capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that Renminbi capital may not be used for the issuance of Renminbi entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred to a third party. Although Circular 19 allows Renminbi capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within the PRC, it also reiterates the principle that Renminbi converted from the foreign currency- denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether SAFE will permit such capital to be used for equity investments in the PRC in actual practice. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in Circular 19, but changes the prohibition against using Renminbi capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue Renminbi entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations of Circular 19 and Circular 16 could result in administrative penalties. Circular 19 and Circular 16 may significantly limit its ability to transfer any foreign currency BJY holds, including the net proceeds from the offering, to its WFOEs and the VIE, which may adversely affect its liquidity and its ability to fund and expand its business in the PRC.

Due to the restrictions imposed on loans in foreign currencies extended to any PRC domestic companies, BJY is not likely to make such loans to the VIE, each a PRC domestic company. Meanwhile, BJY is not likely to finance the activities of the VIE by means of capital contributions given the potential restrictions on foreign investment in the businesses that are currently conducted by the VIE.

In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, BJY, or upon the consummation of the Merger, ListCo cannot assure you that it will be able to complete the necessary government registrations or obtain the necessary government approvals in a timely manner, if at all, with respect to future loans to the WFOEs or the VIE or future capital contributions by BJY, or upon the consummation of the Merger, ListCo to the WFOEs. As a result, uncertainties exist as to its ability to provide prompt financial support to its WFOEs or the VIE when needed. If BJY fails to complete such registrations or obtain such approvals, its ability to use foreign currency, including the proceeds BJY received from the offering, and to capitalize or otherwise fund its PRC operations may be negatively affected, which could materially and adversely affect its liquidity and its ability to fund and expand its business.

Risks Related to the Merger

Failure to satisfy the conditions to the Closing of the Merger on a timely basis or at all could cause delay and additional expense or prevent the Merger from occurring altogether.

The Merger Agreement contains conditions to Closing that must be fulfilled (or, as permitted by law and in accordance with the Merger Agreement, waived by the parties) in order to complete the Merger. Several of these conditions, such as obtaining shareholder approval of ListCo and ListCo remaining continuously listed on the Nasdaq, are partially or largely outside of the control and timing of BJY or ListCo and may be driven by factors unrelated to the Merger or the parties thereto. The Merger Agreement may be terminated by either party if the Closing does not occur by the Termination Date, or under other circumstances pursuant to the Merger Agreement. Should satisfaction of these conditions take longer than the parties anticipate, or if any condition is not met by the Termination Date, the parties will need to mutually agree to either postpone the Closing until all the conditions are met or to waive or amend the condition. If a Closing condition cannot be met on a timely basis, or the parties are unable to agree on a waiver or amendment, the Closing may be delayed or the Merger Agreement may be terminated, subject to the terms and conditions contained therein. There can be no assurance that the conditions to the Closing will be satisfied or waived or that the Merger will be completed. Any delay in completing the Merger could cause BJY and ListCo not to realize some or all of the benefits that the parties expect the Merger to achieve. Furthermore, the parties will fail to realize any benefits of the Merger should the Closing not occur, and in such event, each party will be subject to the go-forward risks of its respective business, potential reputational and economic harm that may result from a failure to consummate the Merger, and the economic burden of fees and expenses associated with the Merger Agreement.

In any event, any prolonged uncertainty as to whether the Merger will be consummated could lead to a material and adverse effect on the business, financial condition and results of operations of ListCo and BJY.

Certain of ListCo's directors, executive officers and major shareholders have interests in the Merger that are different from, and may potentially conflict with, ListCo's interests and the interests of its unaffiliated shareholders.

Certain of ListCo's directors, executive officers and major shareholders have interests in the Merger that may be different from, or in addition to, the interests of unaffiliated shareholders and that may create potential conflicts of interest. For example, pursuant to the terms of the Merger Agreement, ListCo's directors and executive officers may be entitled to certain continued indemnification and insurance coverage. See "Proposal I: the Merger Proposal — Interests of ListCo Directors and Executive Officers in the Merger" beginning on page 58.

BJY is not a publicly traded company and does not have a long operating history, making it difficult to determine the fair market value of BJY or the Merger consideration.

BJY’s shares are and have been privately held and are not currently traded on any public market. In addition, BJY began its operations in May 2017 and does not have a long operating history. As a result, it is difficult to determine the fair market value of BJY or of its shares. Any estimate of the fair market value of BJY or any BJY share is only an estimate and depends on multiple variables, including market activity, the impact of the Merger, and other factors, that could positively or negatively affect such values. Any change in BJY’s financial condition or results of operations may cause significant variations in the price of its shares.

The Merger consideration consists of a fixed aggregate amount of ListCo Ordinary Shares and is not adjusted before or at the Closing to account for the performance of ListCo or BJY.

The aggregate number of ListCo Ordinary Shares to be issued as Merger consideration is a fixed amount that will not be adjusted before or at the Closing (other than to reflect the economic effect of bonus share issue, share split, reverse share split, share dividend, reclassification, combination, exchange of shares, change or readjustment in change or similar event), including if the performance of ListCo's business improves or BJY’s business deteriorates in the period after the execution of the Merger Agreement and before the Closing.

The Shares would be subject to delisting from Nasdaq if ListCo is unable to achieve and maintain compliance with Nasdaq's continued listing standards. In addition, Nasdaq may not approve the initial listing application in connection with the Transactions.

It is a condition to Closing that (i) ListCo shall have remained continuously listed on the Nasdaq, (ii) ListCo's initial listing application in connection with the Transactions shall have been approved by the Nasdaq, and (iii) immediately following the Closing, ListCo will satisfy any applicable initial listing requirements of the Nasdaq. Any failure to achieve and maintain compliance with Nasdaq's continued listing standards, or the rejection of the initial listing application by the Nasdaq will result in the failure to satisfy the condition to Closing.

An initial listing application in connection with the Transactions has been submitted to Nasdaq on August 5, 2022. There can be no assurance that Nasdaq will approve the listing application. If such approval is not obtained, neither BJY nor ListCo would be required to consummate the Merger and the price of the Shares could significantly decline. Additionally, if the approval of Nasdaq of the initial listing application is not obtained, but the parties nevertheless waive the applicable closing conditions, Fuwei shareholders would be holding ListCo Class A Ordinary Shares that do not trade on an exchange. Even if the ListCo Class A Ordinary Share is listed on Nasdaq, its public market may not be liquid or ListCo may be unable to maintain the listing on Nasdaq in the future.

The trading price of the Shares is likely to be volatile, which could result in substantial losses to investors.

The trading price of the Shares is likely to be volatile. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States. The market price for the Shares may be influenced by those factors discussed in this “Risk Factors” section and many others, including:

For example, if after consummation of the Merger, the Board decides to conduct a material acquisition or disposition such as a disposition of the plastic films business (the possibility of such a disposition was reviewed and discussed in the process of negotiating the Transactions), this could result in the distraction of ListCo’s management and disruption of ongoing business, any of which could adversely affect the business and financial results of ListCo and trading price of the Shares. In addition, in the past, shareholders of public companies have initiated class action lawsuits against those companies following periods of volatility in the market prices of these companies’ shares. Such litigation, if instituted against ListCo, could cause it to incur substantial costs and divert management’s attention and resources, which could have a material adverse effect on ListCo’s business, financial condition and results of operations.

Substantial future sales or perceived sales of the Shares in the public market could cause the price of the Shares to decline.

Substantial future sales or perceived sales of the Shares in the public market after the Merger, or the perception that these sales could occur, could cause the market price of the Shares to decline. There were 3,265,837 ListCo Ordinary Shares issued and outstanding before the consummation of the Merger and there are no other securities of ListCo currently issued and outstanding which are exercisable or convertible into ListCo Ordinary Shares. Immediately after the consummation of the Merger, (i) ListCo Ordinary Shares will be converted into ListCo Class A Ordinary Shares and (ii) the BJY Shares and warrants to subscribe for BJY Shares will be converted into ListCo Class A Ordinary Shares, ListCo Class B Ordinary Shares or warrants to subscribe for ListCo Class A Ordinary Shares or ListCo Class B Ordinary Shares, in each case pursuant to the terms of the Merger Agreement. ListCo Class A Ordinary Shares and ListCo Class B Ordinary Shares will be with different voting powers but equal economic rights.

Assuming none of the warrants to subscribe for BJY Shares as of the date of this proxy statement has been exercised and there is no further adjustment to the capital structure of BJY, the securities issued and outstanding of ListCo immediately after the consummation of the Merger will be: (i) 29,201,849 ListCo Class A Ordinary Shares; (ii) 54,583,957 ListCo Class B Ordinary Shares; and (iii) warrants to subscribe for 17,964,879 ListCo Class A Ordinary Shares. Assuming all of the warrants to subscribe for BJY Shares as of the date of this proxy statement have been exercised and there is no further adjustment to the capital structure of BJY, the securities issued and outstanding of ListCo immediately after the consummation of the Merger will be: (i) 47,166,728 ListCo Class A Ordinary Shares; and (ii) 54,583,957 ListCo Class B Ordinary Shares.

BJY is in the process of discussing with certain potential investors regarding a potential private investment in public equity (“PIPE”) investment in ListCo upon or following the Closing, the terms of which are still subject to ongoing negotiation. The total number of shares to be issued by ListCo in such PIPE financing is expected to not exceed 15% of the ListCo’s total outstanding shares and shares subject to outstanding warrants immediately following the Closing (on a fully diluted and as converted basis and taking into account such PIPE financing). In addition, Mr. Gangjiang Li intends to subscribe, through entities directly or indirectly beneficially owned by him, for 20% of the shares to be issued in such PIPE financing. If the relevant parties reach an agreement regarding such PIPE financing, the Company will make any public disclosures in accordance with applicable law. See also "Risk Factors—Risks Related to the Business and Industry of BJY—BJY, or upon the consummation of the Merger, ListCo may require additional capital to support its business, and this capital might not be available on acceptable terms, if at all." for potential dilution relating to the PIPE financing.

Sales of shares converted from BJY Shares or warrants to subscribe for BJY Shares into the market could cause the market price of the Shares to decline.

Each party is subject to business uncertainties and contractual restrictions while the Merger is pending, which could adversely affect each party's business and operations.

In connection with the pendency of the Merger, it is possible that some customers, suppliers and other business partners with whom ListCo and/or BJY has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with ListCo or BJY, as the case may be, as a result of the Merger or otherwise, which could negatively affect ListCo's or BJY’s business, regardless of whether the Merger is completed. The pending transaction could also divert management time and resources that could otherwise have been devoted to other opportunities that may have been beneficial to BJY or ListCo.

Under the terms of the Merger Agreement, ListCo and BJY are subject to certain restrictions on the conduct of their respective businesses prior to the Closing which may adversely affect their ability to execute certain of its business strategies. Such limitations could adversely affect ListCo's or BJY’s business and operations.

Risks Related to the Ownership of the Shares

The multi-class share structure of ListCo upon consummation of the Merger with different voting rights will significantly limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of the ListCo Class A Ordinary Shares may view as beneficial.

ListCo's authorized and issued ordinary shares will be divided into ListCo Class A Ordinary Shares and ListCo Class B Ordinary Shares upon consummation of the Merger. In respect of matters requiring the votes of shareholders of ListCo, holders of ListCo Class A Ordinary Shares and ListCo Class B Ordinary Shares vote together as one class, and holders of ListCo Class A Ordinary Shares are entitled to one vote per share while holders of ListCo Class B Ordinary Shares are entitled to 15 votes per share. Each ListCo Class B Ordinary Share is convertible into one ListCo Class A Ordinary Shares at any time by the holder thereof, while ListCo Class A Ordinary Shares are not convertible into ListCo Class B Ordinary Shares under any circumstances. The third amended and restated memorandum of articles and second amended and restated articles of association of ListCo requires any ListCo Class B Ordinary Shares to be automatically converted into ListCo Class A Ordinary Shares upon, among others, a direct or indirect sale, transfer, assignment or disposition of such ListCo Class B Ordinary Shares or a direct or indirect transfer or assignment of the voting power attached to such ListCo Class B Ordinary Shares through voting proxy or otherwise, to any person or entity an affiliate of the holder of such ListCo Class B Ordinary Shares.

As of the date of this proxy statement, Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd beneficially owns an aggregate of 35,935,346 BJY Shares, 22,909,788 BJY Shares and 11,068,651 BJY Shares, respectively, which account for approximately 28.49%, 18.16% and 8.77% of the issued and outstanding BJY Shares and the voting power represented by all the issued and outstanding BJY Shares. Upon consummation of the Merger, Jia Jia BaiJiaYun Ltd is expected to beneficially own 28,055,888 ListCo Class B Ordinary Shares which account for an aggregate of 48.60% of the voting power represented by all the issued and outstanding shares of ListCo, Duo Duo International Limited is expected to beneficially own 17,886,414 ListCo Class B Ordinary Shares which account for an aggregate of 30.98% of the voting power represented by all the issued and outstanding shares of ListCo, and Nuan Nuan Ltd is expected to beneficially own 8,641,655 ListCo Class B Ordinary Shares which account for an aggregate of 14.97% of the voting power represented by all the issued and outstanding shares of ListCo. Nuan Nuan Ltd and Mr. Gangjiang Li are parties to an acting in concert agreement, pursuant to which Nuan Nuan Ltd agreed to exercise its voting power as a shareholder of BJY (or following the Closing, ListCo) at the direction of Mr. Gangjiang Li. As a result, Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd, as holders of ListCo Class B Ordinary Shares, will have the power to control all matters submitted to ListCo's shareholders for approval, including the election of directors, amendments of its organizational documents and any merger, consolidation, sale of all or substantially all of its assets and all other major corporate transactions.

Each of Jia Jia BaiJiaYun Ltd, Duo Duo International Limited, Nuan Nuan Ltd, Mr. Gangjiang Li and their respective ultimate beneficial owners Mr. Gangjiang Li, Ms. Xin Zhang and Mr. Yi Ma may have interests that differ from the interests of the other shareholders of ListCo and may vote the ListCo Class B Ordinary Shares directly or indirectly held by him/her/it in ways with which other shareholders may disagree or which may be adverse to such other shareholders' interests. The concentrated control over ListCo will likely exist regardless of whether and to what extent ListCo distributes to its shareholders any Shares after consummation of the Merger, and will have the effect of delaying, preventing or deterring a change in control of ListCo, could deprive its shareholders of an opportunity to receive a premium for their Shares as part of a sale of ListCo, and could have a negative effect on the market price of the Shares.

The outstanding warrants to subscribe for BJY Shares held by certain investors of BJY may not ultimately be exercised for BJY Shares. In the event of non-exercise of such warrants, the shareholding structure of BJY, and upon the consummation of the Merger, of ListCo, may be affected and there may be a negative impact on the financial condition of BJY, and upon the consummation of the Merger, of ListCo.

As of the date of this proxy statement, there are outstanding warrants held by some of BJY’s investors to subscribe for BJY Shares which represent approximately 18.24% of BJY Shares in the aggregate and are exercisable by their respective holders subject to certain conditions including the completion of overseas direct investment filings under the PRC laws, which is a prerequisite procedure for Chinese entities to make investment overseas.

We cannot guarantee that the overseas direct investment filings for all such investors who hold warrants to subscribe for BJY Shares (or upon the consummation of the Merger, for ListCo Class A Ordinary Shares) can be finally completed or all such investors will ultimately exercise their rights to subscribe for BJY Shares (or upon the consummation of the Merger, for ListCo Class A Ordinary Shares).

In the event that any of such investors fails to complete its overseas direct investment filings or otherwise decides to not exercise its warrants to subscribe for BJY Shares (or upon the consummation of the Merger, for ListCo Class A Ordinary Shares) for any reason, such investor might request BJY, or upon the consummation of the Merger, ListCo to redeem (despite there being no contractual obligation for BJY, or upon the consummation of the Merger, for ListCo to redeem) the interests in the VIE held by such investor or its affiliate(s). In such event, the shareholding structure of the VIE and BJY, and upon the consummation of the Merger, of ListCo may be affected. In addition, BJY, and upon the consummation of the Merger, ListCo may be requested to return the investment amount originally provided by such investor together with certain level of return expected by such investor to such investor or otherwise facilicate an exit by such investor (despite there being no contractual obligation for BJY or ListCo to do so), which may negatively impact the financial condition of BJY, and upon the consummation of the Merger, of ListCo.

ListCo will be a "controlled company" within the meaning of the Nasdaq Stock Market Rules upon consummation of the Merger and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

It is expected that, subject to certain assumptions, Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd, as a group, will have 94.55% of the voting power represented by all the issued and outstanding shares of ListCo upon consummation of the Merger. As a result, ListCo will be a "controlled company" as defined under the Nasdaq Stock Market Rules as set forth in Listing Rule 5615, because Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd, as a group, will own more than 50% of ListCo's total voting power. For so long as ListCo remains a controlled company, it will be permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of its board of directors must be independent directors or that it has to establish a nominating committee and a compensation committee composed entirely of independent directors. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

ListCo may be a passive foreign investment company for United States federal income tax purposes, which could result in adverse United States federal income tax consequences to United States investors in the Shares.

Generally, ListCo will be a "passive foreign investment company," or PFIC, if, in the case of any particular taxable year, either (1) 75.0% or more of its gross income for such year consists of certain types of passive income, or (2) 50.0% or more of the average quarterly value of ListCo's assets during such year produce or are held for the production of passive income. The determination of whether ListCo is a PFIC will depend on the particular facts and circumstances (such as the valuation of our assets, including goodwill and intangible assets, and the composition of our income. In addition, pursuant to the "change of business exception" a corporation that would otherwise be a PFIC for a taxable year is not treated as a PFIC for such year if (1) neither the corporation nor any of its predecessors was a PFIC for any prior taxable year, (2) either substantially all of the passive income for the taxable year is attributable to proceeds from the disposition of an active trade or business or substantially all of the passive assets on each measuring date are attributable to proceeds from such a disposition and (3) the corporation reasonably does not expect to be a PFIC and is not a PFIC for either of the first two taxable years following the relevant taxable year.

ListCo has not performed a definitive analysis as to ListCo’s PFIC status for its 2022 taxable year, including whether it would qualify for the “change of business exception”, and ListCo provides no assurance that it will make a determination as to its PFIC status for the current taxable year or any future taxable year. Further, since there is little administrative or judicial authority on which to rely to make a determination of PFIC status (including the availability of the “change of business exception”), the tests for determining PFIC status are applied annually after the close of the taxable year, and it is difficult to accurately predict future income and assets relative to this determination, there can be no assurance with respect to ListCo’s PFIC status for its current taxable year or any future taxable year. If ListCo is a PFIC in any taxable year, a U.S. Holder may incur significantly increased United States federal income tax on gain recognized on the sale or other disposition of the Shares and on the receipt of distributions on the Shares to the extent such gain or distribution is treated as an "excess distribution" under the United States federal income tax rules, and such holders may be subject to burdensome reporting requirements. Further, if ListCo is a PFIC for any year during which a United States Holder holds the Shares, ListCo generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds the Shares. Investors should consult their own tax advisors regarding all aspects of the application of the PFIC rules to the Shares.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because ListCo is incorporated under Cayman Islands law.

ListCo is an exempted company incorporated under the laws of the Cayman Islands with limited liability. ListCo's corporate affairs are governed by its amended and restated memorandum and articles of association (or the third amended and restated memorandum of association and the second amended and restated articles of association of ListCo upon consummation of the Merger), the Cayman Companies Act and the common law of the Cayman Islands. The rights of ListCo shareholders to take action against ListCo and its directors, actions by minority shareholders and the fiduciary duties of ListCo directors under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the English common law, which are generally of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of ListCo shareholders and the fiduciary duties of ListCo directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States, and provide significantly less protection to investors. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances, recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

Shareholders of Cayman Islands exempted companies like ListCo have no general rights under Cayman Islands law to inspect corporate records (other than the amended and restated memorandum and articles of association, the register of mortgages and charges, and copies of any special resolutions passed by its shareholders) or to obtain copies of lists of shareholders of these companies. ListCo directors have discretion under its amended and restated memorandum and articles of association (or the third amended and restated memorandum of association and the second amended and restated articles of association of ListCo upon consummation of the Merger), to determine whether or not, and under what conditions, ListCo's corporate records may be inspected by its shareholders, but are not obliged to make them available to ListCo shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands differ significantly from requirements for companies incorporated in other jurisdictions such as the U.S. If ListCo chooses to follow its home country practice in the future, ListCo shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, public shareholders may have greater difficulty in protecting their interests in the face of actions taken by ListCo's management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

After consummation of the Merger, ListCo's corporate structure, together with applicable law, may impede ListCo shareholders from asserting claims against BJY and its principals.

Almost all of BJY’s operations and records, and all of its senior management are located in China. Shareholders of companies such as ListCo have limited ability to assert and collect on claims in litigation against ListCo's PRC subsidiaries, which will include BJY upon consummation of the Merger, and their principals. In addition, China has very restrictive secrecy laws that prohibit the delivery of many of the financial records maintained by a business located in China to third parties absent PRC government's approval. Since discovery is an important part of proving a claim in litigation, and since most if not all of BJY’s records will be in China, PRC secrecy laws could frustrate efforts to prove a claim against BJY or its management. In addition, in order to commence litigation in the United States against an individual such as an officer or director, that individual must be served. Generally, service requires the cooperation of the country in which a defendant resides. China has a history of failing to cooperate in efforts to affect such service upon PRC citizens in China.

Upon consummation of the Merger, ListCo will be a foreign private issuer within the meaning of the rules under the Exchange Act, and as such it will be exempt from certain provisions applicable to U.S. domestic public companies.

Upon consummation of the Merger, ListCo is expected to qualify as a foreign private issuer under the Exchange Act, and exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

ListCo will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. However, the information ListCo will be required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

ListCo will continue to be an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

Upon consummation of the Merger, ListCo is expected to qualify as an "emerging growth company" pursuant to the JOBS Act. Therefore, it may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company's internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies. As a result, if ListCo elects not to comply with such reporting and other requirements, in particular the auditor attestation requirements, ListCo's investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. ListCo is expected to not "opt out" of such exemptions afforded to an emerging growth company. As a result of this election, ListCo's financial statements may not be comparable to companies that comply with public company effective dates.

ListCo will not pay dividends for the foreseeable future, investors must rely on price appreciation of the Shares for return on their investment.

ListCo has not paid any dividends on the Shares for the last five years. ListCo currently anticipates that it will retain future earnings for the development, operation and expansion of its business and does not anticipate declaring or paying any cash dividends for the foreseeable future. In addition, the terms of any future debt agreements may preclude ListCo from paying dividends.

The Board has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, ListCo’s shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by the directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or its share premium account of ListCo, provided that in no circumstances may a dividend be paid if this would result in ListCo being unable to pay its debts as they fall due in the ordinary course of business. Even if the Board decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on ListCo’s future results of operations and cash flow, capital requirements and surplus, the amount of distributions, if any, received by ListCo from its subsidiaries, its financial condition, contractual restrictions and other factors deemed relevant by the Board. Accordingly, the return on the investment in the Shares will depend on any future price appreciation of the Shares. There is no guarantee that the Shares will appreciate in value after the Merger or even maintain the price at which investors purchased the Shares. Investors may not realize a return on the investment in the Shares and investors may even lose their entire investment in the Shares.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about ListCo’s business, the market price for the Shares and trading volume could decline.

The trading market for the Shares will depend in part on the research and reports that securities or industry analysts publish about ListCo, its business, market or its competitors. To its knowledge, ListCo does not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of ListCo, the trading price for the Shares would be negatively impacted. In the event ListCo obtains securities or industry analyst coverage, if one or more of the analysts who covers ListCo downgrades the Shares, the trading price of the Shares would likely decline. If one or more of these analysts ceases to cover ListCo or fails to regularly publish reports on ListCo, interest in the Shares could decrease, which could cause the price or trading volume of the Shares to decline.

If ListCo fails to implement or maintain an effective system of internal controls in the future, ListCo may be unable to accurately report its financial condition or results of operations, which may adversely affect investor confidence in ListCo and, as a result, the market price of the Shares.

Effective internal controls over financial reporting are necessary for ListCo to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause ListCo to fail to meet its reporting obligations. Any testing by ListCo conducted in connection with Section 404 of the Sarbanes-Oxley Act, or any subsequent testing by its independent registered public accounting firm, may reveal deficiencies in its internal controls over financial reporting that may require prospective or retroactive changes in its financial statements or identify other areas for further attention or improvement. In addition, for as long as ListCo is an “emerging growth company,” its independent registered public accounting firm will not be required to attest to the effectiveness of ListCo’s internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. An independent assessment of the effectiveness of its internal controls could detect problems that ListCo management’s assessment might not. Undetected material weaknesses in ListCo’s internal controls could lead to restatements of its financial statements and require it to incur the expense of remediation. Inferior internal controls could also cause investors to lose confidence in ListCo’s reported financial information, which could have a negative effect on the market price of the Shares.

THE EXTRAORDINARY GENERAL MEETING

Time, Place and Purpose of the Extraordinary General Meeting

This proxy statement is being furnished to our shareholders as part of the solicitation of proxies by the Board for use at the extraordinary general meeting to be held at our offices, located at No. 387 Dongming Road, Weifang, Shandong 261061, People’s Republic of China, on September 19, 2022, at 10:00 a.m., China Standard Time, or at any adjournment thereof.

The purpose of the extraordinary general meeting is for our shareholders to consider and vote upon:

Recommendations of the Audit Committee and the Board

On July 15, 2022, the Audit Committee unanimously (a) approved and declared advisable the Merger, the Merger Agreement, the plan of merger, other transaction agreements and the transactions contemplated thereunder, and (b) determined that the Merger, the Merger Agreement, the plan of merger, other transaction agreements and the transactions contemplated thereunder are in the best interest of ListCo and its shareholders.

After careful consideration and upon the unanimous recommendation of the Audit Committee composed solely of directors who are independent of and unaffiliated with any of the management members of ListCo, BJY, Merger Sub or their affiliates, the Board authorized and approved the Merger Agreement and the plan of merger and recommends that you vote (a) FOR the proposal to authorize and approve the Merger Agreement, the plan of merger and the transactions contemplated by the Merger Agreement and the plan of merger, including the Merger, (b) FOR the proposal to approve the change of the corporate name of ListCo from “Fuwei Films (Holdings) Co., Ltd” to “Baijiayun Group Ltd 百家云集团有限公司” which will take effect from the date of entry of the new name in place of the existing name of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands; (c) FOR the proposal to approve the variation of the authorized share capital of ListCo effective immediately prior to the Effective Time; (d) FOR the proposal to adopt the third amended and restated memorandum of association and the second amended and restated articles of association of ListCo in the form attached as Annex F to this proxy statement, in substitution for and to the exclusion of the existing memorandum and articles of association of ListCo, effective immediately prior to the Effective Time; (e) FOR the proposal to authorize each of the directors and officers of ListCo to do all things necessary to give effect to the Merger Agreement, the plan of merger, and the transactions contemplated by the Merger Agreement and plan of merger, including the Merger and, the Change of Name, the Variation of Share Capital and the Adoption of the M&A; and (f) FOR the proposal to approve the adjournment of the extraordinary general meeting, if necessary, to permit further solicitation of proxies if there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

Record Date and Quorum

You are entitled to attend and vote at the extraordinary general meeting if you have Shares registered in your name in ListCo’s register of members at the close of business in the Cayman Islands on August 22, 2022, the Share record date for voting at the extraordinary general meeting. Each outstanding Share on the Share record date entitles the holder to one vote on each matter submitted to the shareholders for authorization and approval at the extraordinary general meeting and any adjournment thereof. We expect that, as of the Share record date, there will be 3,265,837 Shares issued and outstanding and entitled to vote at the extraordinary general meeting. If you have Shares registered in your name on the Share record date, the deadline for you to lodge your proxy card and vote is September 16, 2022 at 12:00 p.m. (China Standard Time). See “Procedures for Voting” below.

Shareholder Vote Required to Authorize and Approve the Merger Agreement and Plan of Merger

In order for the Merger to be consummated, the Merger Agreement, the plan of merger and the transactions contemplated by the Merger Agreement and the plan of merger, including the Merger, must be authorized and approved by a special resolution of ListCo passed by affirmative votes cast by such shareholders representing not less than two-thirds of the Shares present and voting in person or by proxy as a single class at the extraordinary general meeting.

Based on the number of Shares we expect to be issued and outstanding and entitled to vote on the Share record date, and assuming that all shareholders will be present and vote in person or by proxy at the extraordinary general meeting, approximately 2,177,225 Shares would need to be voted in favor of the proposal to authorize and approve the Merger Agreement, the plan of merger and the transactions contemplated by the Merger Agreement and the plan of merger, including the Merger, in order for the proposal to be authorized and approved by a special resolution.

If your Shares are held in the name of a broker, bank or other nominee, your broker, bank or other nominee will not vote your Shares in the absence of specific instructions from you.

Procedures for Voting

Holders of record of our Shares may vote their Shares by attending the extraordinary general meeting and voting their Shares in person, or by completing the enclosed proxy card in accordance with the instructions set forth on the proxy card. The deadline to lodge your proxy card is September 16, 2022 at 12:00 p.m. (China Standard Time).

Shareholders who hold their shares in “street name,” meaning in the name of a bank, broker or other person who is the record holder, must either direct the record holder of their shares how to vote their shares or obtain a proxy from the record holder to vote their shares at the extraordinary general meeting.

Shareholders who have questions or requests for assistance in completing and submitting proxy cards should contact our Investor Relations Department at No. 387 Dongming Road, Weifang, Shandong 261061, People’s Republic of China, Attention: Xiaoli YU, or call ListCo’s Investor Relations Department at+86-133-615-59266.

Voting of Proxies and Failure to Vote

All Shares represented by valid proxies will be voted at the extraordinary general meeting in the manner specified by the holder. If a shareholder returns a properly signed proxy card but does not indicate how the shareholder wants to vote, Shares represented by that proxy card will be voted FOR the approval of the Merger Proposal, FOR the approval of the Name Change Proposal, FOR the Variation of Share Capital Proposal, FOR the approval of the Amendment Proposal, FOR the approval of the General Authorization Proposal, and FOR the approval of the Adjournment Proposal.

Brokers or other nominees who hold our Shares in “street name” for customers who are the beneficial owners of such Shares may not give a proxy to vote those customers’ Shares in the absence of specific instructions from those customers.

Shares represented at the extraordinary general meeting but not voted, including abstentions and broker “non-votes,” will be treated as present at the extraordinary general meeting for purposes of determining the presence or absence of a quorum for the extraordinary general meeting.

Revocability of Proxies

Holders of our Shares may revoke their proxies in one of three ways:

First, a shareholder can deliver written notice of revocation to our Investor Relations Department at No. 387 Dongming Road, Weifang, Shandong 261061, People’s Republic of China at any time at least two hours prior to the commencement of the extraordinary general meeting;

Second, a shareholder can complete, date and submit a new proxy card bearing a later date than the proxy card sought to be revoked to ListCo no later than 12:00 p.m. (China Standard Time) on September 16, 2022; or

Third, a shareholder can attend the meeting and vote in person. Attendance, by itself, will not revoke a proxy. It will only be revoked if the shareholder actually votes at the extraordinary general meeting.

If a shareholder has instructed a broker to vote the shareholder’s Shares, the shareholder must follow directions received from the broker to change those instructions.

Solicitation of Proxies

This proxy solicitation is being made and paid for by Fuwei on behalf of the Board. Fuwei will bear the costs of holding the extraordinary general meeting and the cost of soliciting proxies, including costs of printing and mailing the proxy card. Our directors, officers and employees may solicit proxies by mail, email, telephone, facsimile or other means of communication. These directors, officers and employees will not be paid additional remuneration for their efforts, but may be reimbursed for out-of-pocket expenses incurred in connection therewith.

Internet Availability of Proxy Materials

We are providing this notice to inform you that the proxy materials are available at the “Investors” section of Fuwei’s corporate website at http://www.fuweiholdings.com/cn/down.aspx.

Questions and Additional Information

If you have more questions about the Merger Proposal, the Name Change Proposal, the Variation of Capital Proposal, the Amendment Proposal, the General Authorization Proposal or the Adjournment Proposal, need assistance in submitting your proxy or voting your shares, or need additional copies of the proxy card, you should contact our Investor Relations Department in writing at No. 387 Dongming Road, Weifang, Shandong 261061, People’s Republic of China, Attention: Xiaoli YU, or call our Investor Relations Department at+86-133-615-59266.

PROPOSAL I: THE MERGER PROPOSAL

General

This proxy statement is being provided to ListCo shareholders in connection with the solicitation of proxies by the Board to be voted at the extraordinary general meeting and at any adjournments or postponements of the general meeting. At the extraordinary general meeting, ListCo shareholders will be asked to, among other things, approve the Merger Agreement. The Merger Agreement provides for the merger of Merger Sub with and into BJY, with BJY being the Surviving Entity and a wholly-owned subsidiary of ListCo.

The Merger will not be consummated unless ListCo shareholders approve the Merger Agreement. A copy of the Merger Agreement is attached as Annex B to this proxy statement. You are urged to read the Merger Agreement in its entirety because it is the principal legal document that governs the Merger. For additional information about the Merger Agreement, see “The Merger Agreement” below.

The Companies

Fuwei Films (Holdings) Co., Ltd.

ListCo is an exempted company with limited liability incorporated under the laws of the Cayman Islands. ListCo’s principal executive offices are located at No. 387 Dongming Road, Weifang, Shandong 261061, People’s Republic of China. ListCo’s telephone number at this address is +86-133-615-59266. ListCo’s registered office in the Cayman Islands is at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

For a description of ListCo’s history, development, business and organizational structure, see ListCo’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed on April 28, 2022, which is incorporated herein by reference. Please see “Where You Can Find More Information” beginning on page 109 for a description of how to obtain a copy of such Annual Report.

Fuwei Merger Sub Inc.

Fuwei Merger Sub Inc. is an exempted company with limited liability to be incorporated under the laws of the Cayman Islands and will be wholly-owned by ListCo. Merger Sub is being formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Merger. The registered office of Merger Sub is Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands.

BaiJiaYun Limited

BJY is a leading video-centric technology solutions provider in China with core expertise in Software-as-a-Service (“SaaS”) and Platform-as-a-Service (“PaaS”) solutions. BJY is committed to delivering reliable, high-quality video experiences across devices and localities. Leveraging the strength of its industry-leading video-centric technologies, BJY offers a wealth of video-centric technology solutions including SaaS/PaaS solutions, cloud and software related solutions and enterprise AI and system solutions catered to the evolving communication and collaboration needs of enterprises of all sizes and across industries, which makes it a one-stop video technology solutions provider.

BJY was incorporated in April 2021 as an exempted company with limited liability in the Cayman Islands. Substantially all of BJY’s business and operations are conducted in China through BaiJiaYun Group Co., Ltd. (the “VIE”) which was incorporated in 2017 and its subsidiaries. BJY obtained control over the VIE by entering into a series of contractual arrangements with the VIE and its shareholders (the “VIE Agreements”). As a result, BJY has been regarded as the primary beneficiary of the VIE and the VIE has been consolidated into BJY.

For a description of BJY’s history, development, business and organizational structure, see "Information About BJY—Corporate History".

BJY’s registered office in the Cayman Islands is Suite #4-210, Governors Square 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands.

Vote Required

Assuming that a quorum is present at the extraordinary general meeting, approval of the Merger Agreement requires the affirmative vote of not less than two-thirds of the issued and outstanding ListCo Ordinary Shares entitled to vote thereon and present in person or by proxy at the meeting.

Merger Consideration

Immediately prior to the Effective Time, the authorized share capital and all of the issued and outstanding ListCo Ordinary Shares will be re-designated and re-classified into two classes of shares with equal economic rights, namely ListCo Class A Ordinary Shares and ListCo Class B Ordinary Shares. Each ListCo Class A Ordinary Share and ListCo Class B Ordinary Share will be entitled to one vote and fifteen votes, respectively.

Each BJY Ordinary Share issued and outstanding immediately prior to the Effective Time (other than any BJY Ordinary Share held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be cancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares.

Each BJY Share issued and outstanding immediately prior to the Effective Time and held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd will be cancelled in exchange for the right to receive 0.7807324 ListCo Class B Ordinary Shares.

Each BJY Series A Preferred Share issued and outstanding immediately prior to the Effective Time (other than any BJY Series A Preferred Shares held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be cancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares.

Each BJY Series A+ Preferred Share issued and outstanding immediately prior to the Effective Time (other than any BJY Series A+ Preferred Shares held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be ancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares.

Each BJY Series B Preferred Share issued and outstanding immediately prior to the Effective Time (other than any BJY Series B Preferred Shares held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be cancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares.

Each BJY Series B+ Preferred Share issued and outstanding immediately prior to the Effective Time (other than any BJY Series B+ Preferred Shares held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be cancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares.

Each BJY Series C Preferred Share issued and outstanding immediately prior to the Effective Time (other than any BJY Series C Preferred Shares held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be cancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares.

Each warrant to subscribe for BJY Shares issued and outstanding immediately prior to the Effective Time (other than any warrant held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited or Nuan Nuan Ltd) will be cancelled and shall cease to be a warrant in respect of BJY Shares and will be automatically converted into a warrant to acquire a number of ListCo Class A Ordinary Shares equal to (a) the number of BJY Shares underlying such warrant multiplied by (b) 0.7807324.

Each warrant to subscribe for BJY Shares issued and outstanding immediately prior to the Effective Time and held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited or Nuan Nuan Ltd will be cancelled and shall cease to be a warrant in respect of BJY Shares and will be automatically converted into a warrant to acquire a number of ListCo Class B Ordinary Shares equal to (a) the number of BJY Shares underlying such warrant multiplied by (b) 0.7807324.

Each BJY Share held by BJY as treasury share or owned by ListCo or Merger Sub or any other wholly owned subsidiary of ListCo or Merger Sub will be automatically cancelled and cease to exist.

Each ListCo Ordinary Share issued and outstanding immediately prior to the Effective Time will be automatically converted into one ListCo Class A Ordinary Share.

Each ordinary share of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one ordinary share of the Surviving Entity.

The ListCo Ordinary Shares, par value US$0.519008 per share, are listed on Nasdaq under the symbol “FFHL”. The closing sale prices of the ListCo Ordinary Shares as reported on Nasdaq, on July 15, 2022, the last trading day before the public announcement of the Merger Agreement, was US$4.72 per share, and on August 19, 2022, the last practicable trading day before the date of this proxy statement, was US$9.72 per share.

Ownership of ListCo Ordinary Shares After the Merger

Upon completion of the transactions contemplated by the Merger Agreement, the existing BJY Investors and existing ListCo shareholders will own approximately 96.79% and 3.21%, respectively, of the outstanding shares of Fuwei. See “Security Ownership of Certain Beneficial Owners and Management” beginning on page 101 for additional information.

Approach on Determining the Market Value of BJY

In determining the market value of BJY, the Board primarily considered the income approach and market approach with the assistance from an independent valuation firm. The determination of the market value of BJY requires complex and subjective judgments and assumptions, which assumptions are inherently uncertain.

Purposes and Effects of the Merger

The purpose of the Merger is to enable ListCo to acquire 100% control of BJY in a transaction in which the holders of securities of BJY will receive ListCo Ordinary Shares. The ListCo Ordinary Shares are currently listed on Nasdaq under the symbol “FFHL”. It is expected that, following the consummation of the Merger, ListCo will maintain its listing on Nasdaq under a new symbol “RTC”.

Interests of ListCo Directors and Executive Officers in the Merger

In considering the recommendations of the Board to vote for the Merger Proposal, you should be aware that certain of the current directors and executive officers of ListCo have interests in the Merger that may be different from, or in addition to, the interests of unaffiliated ListCo shareholders generally and may create potential conflicts of interest. For example, pursuant to the terms of the Merger Agreement, ListCo’s directors and executive officers may be entitled to certain continued indemnification and insurance coverage. The Board was aware of each of these interests in reviewing, considering and negotiating the terms of the proposed Merger and in recommending that ListCo shareholders approve the adoption of the Merger Agreement.

Anticipated Accounting Treatment

The Merger will be accounted for as a “reverse merger” in accordance with U.S. GAAP. Under this method of accounting, Fuwei will be treated as the “acquired” company for financial reporting purposes.

No Appraisal or Dissenters’ Rights

No appraisal or dissenters’ rights are available to our shareholders under the Companies Act of the Cayman Islands or ListCo’s memorandum and articles of association in connection with the types of actions contemplated under the Merger Proposal. As a result, holders of our Shares will not have the right to seek appraisal and payment of the fair value of the Shares.

Recommendation of ListCo’s Board of Directors

The Board has determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of ListCo and its shareholders, authorized and approved the Merger Agreement and the plan of merger and recommends that the ListCo shareholders vote “FOR” the Merger Proposal.

THE MERGER AGREEMENT

The summary of the material terms and conditions of the Merger Agreement below and elsewhere in this proxy statement is qualified in its entirety by the Merger Agreement, the full text of which was included as Annex B to, and incorporated by reference into, this proxy statement. This summary does not purport to be complete and may not contain all the information about the Merger Agreement that is important to you. You are encouraged to read the Merger Agreement in its entirety because it is the principal legal document that governs the Merger.

The representations and warranties contained in the Merger Agreement were made only for the purposes of the Merger Agreement as of the specific dates therein and were made solely for the benefit of the parties to the Merger Agreement. The representations and warranties contained in the Merger Agreement may be subject to limitations agreed upon by the parties to the Merger Agreement and are qualified by information in confidential disclosure schedules delivered connection with the signing of the Merger Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement may be subject to a standard of materiality provided for in the Merger Agreement and have been used for the purpose of allocating risk among the parties, rather than establishing matters of fact. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of BJY or ListCo. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in ListCo’s public disclosure.

For the foregoing reasons, the representations, warranties, covenants and agreements and any descriptions of those Merger Agreement provisions in this proxy statement should not be read as characterizations of the actual state of facts or condition of BJY or ListCo. Moreover, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this proxy statement or incorporated by reference into this proxy statement.

Structure and Effects of the Merger

The Merger Agreement contemplates a merger in accordance with the Cayman Companies Act (the “Merger”), pursuant to which at the Effective Time, Merger Sub will merge with and into BJY, with BJY being the surviving entity (the “Surviving Entity”) following the Merger as a direct, wholly-owned subsidiary of ListCo.

At the Effective Time, BJY as the Surviving Entity will adopt the memorandum and articles of association of Merger Sub, as in effect immediately prior to the Effective Time, as its memorandum and articles of association; provided, that at the Effective Time, all references to the name of Merger Sub will be amended to refer to “BaiJiaYun Limited” and all references to the authorized share capital of the Surviving Entity will be amended to refer to the authorized share capital of the Surviving Entity as approved in the plan of merger.

At the Effective Time, Mr. Gangjiang Li will be the sole director of the Surviving Entity, holding office in accordance with the organizational documents of the Surviving Entity.

ListCo has agreed to take all reasonably necessary actions to ensure that immediately prior to and immediate after the Closing, the ListCo Board will consist of five (5) directors, four (4) of whom shall be designated by BJY in writing prior to the Closing and at least two (2) of whom shall meet the independence requirements of Rule 5605(c)(2)(A) of the Nasdaq rules.

Completion and Effectiveness of the Merger

The Closing will take place electronically by the mutual exchange of electronic signatures (including portable document format) on the date that is two (2) business days following the date on which all the conditions to Closing have been satisfied or waived (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions).

We currently expect that the Merger will be consummated in the fourth quarter of 2022, after all conditions to the Merger have been satisfied or waived. We cannot specify when, or assure you that, all conditions to the Merger will be satisfied or waived; however, we intend to complete the Merger as promptly as practicable.

The Merger will become effective at the time when the plan of merger is registered by the Registrar of Companies of the Cayman Islands or such later time as Merger Sub and BJY may agree and specify in the plan of merger pursuant to the Cayman Companies Act subject to section 234 of the Cayman Companies Act (the “Effective Time”).

Merger Consideration

Immediately prior to the Effective Time, the authorized share capital and all of the issued and outstanding ListCo Ordinary Shares will be re-designated and re-classified into two classes of shares with equal economic rights, namely ListCo Class A Ordinary Shares and ListCo Class B Ordinary Shares. Each ListCo Class A Ordinary Share and ListCo Class B Ordinary Share will be entitled to one vote and fifteen votes, respectively.

Each BJY Ordinary Share issued and outstanding immediately prior to the Effective Time (other than any BJY Ordinary Share held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be cancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares.

Each BJY Share issued and outstanding immediately prior to the Effective Time and held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd will be cancelled in exchange for the right to receive 0.7807324 ListCo Class B Ordinary Shares.

Each BJY Series A Preferred Share issued and outstanding immediately prior to the Effective Time (other than any BJY Series A Preferred Shares held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be cancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares.

Each BJY Series A+ Preferred Share issued and outstanding immediately prior to the Effective Time (other than any BJY Series A+ Preferred Shares held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be cancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares.

Each BJY Series B Preferred Share issued and outstanding immediately prior to the Effective Time (other than any BJY Series B Preferred Shares held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be cancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares.

Each BJY Series B+ Preferred Share issued and outstanding immediately prior to the Effective Time (other than any BJY Series B+ Preferred Shares held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be cancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares.

Each BJY Series C Preferred Share issued and outstanding immediately prior to the Effective Time (other than any BJY Series C Preferred Shares held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd) will be cancelled in exchange for the right to receive 0.7807324 ListCo Class A Ordinary Shares.

Each warrant to subscribe for BJY Shares issued and outstanding immediately prior to the Effective Time and held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited and Nuan Nuan Ltd will be cancelled and shall cease to be a warrant in respect of BJY Shares and will be automatically converted into a warrant to acquire a number of ListCo Class B Ordinary Shares equal to (a) the number of BJY Shares underlying such warrant multiplied by (b) 0.7807324.

Each warrant to subscribe for BJY Shares issued and outstanding immediately prior to the Effective Time (other than any warrant held by Jia Jia BaiJiaYun Ltd, Duo Duo International Limited or Nuan Nuan Ltd) will be cancelled and shall cease to be a warrant in respect of BJY Shares and will be automatically converted into a warrant to acquire a number of ListCo Class A Ordinary Shares equal to (a) the number of BJY Shares underlying such warrant multiplied by (b) 0.7807324.

Each BJY Share held by BJY as treasury share or owned by ListCo or Merger Sub or any other wholly owned subsidiary of ListCo or Merger Sub will be automatically cancelled and cease to exist.

Each ListCo Ordinary Share issued and outstanding immediately prior to the Effective Time will be re-classified and re-designated as one ListCo Class A Ordinary Share.

Each ordinary share of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one ordinary share of the Surviving Entity.

Conditions to Closing of the Merger

Mutual Conditions to Closing

The obligation of each of ListCo, Merger Sub and BJY to complete the Merger is subject to the fulfillment (or waiver, to the extent permissible under applicable law) of the following conditions:

Additional Conditions to Closing for the Benefit of ListCo and Merger Sub

In addition, the obligation of each of ListCo and Merger Sub to complete the Merger is subject to the satisfaction (or waiver, to the extent permitted by applicable law) of the following conditions:

Additional Conditions to Closing for the Benefit of BJY

In addition, the obligation of BJY to complete the Merger is subject to the satisfaction (or waiver, to the extent permitted by applicable law) of the following conditions:

Representations and Warranties

The Merger Agreement contains a number of representations and warranties made by BJY that are subject in certain cases to exceptions and qualifications contained in the Merger Agreement and in BJY’s confidential disclosure schedule delivered to ListCo in connection with the execution of the Merger Agreement. The representations and warranties made by BJY to ListCo and Merger Sub include the following:

Certain of these representations and warranties are qualified as to “materiality” or “Material Adverse Effect”. For purposes of the Merger Agreement, a “Material Adverse Effect” means, with respect to a party to the Merger Agreement, an effect, development, circumstance, fact, change or event that has a material adverse effect on (x) such party and its subsidiaries or the results of operations or financial condition of such party and its subsidiaries, in each case, taken as a whole or (y) the ability of such party and its subsidiaries to consummate the transactions contemplated by the Merger Agreement; provided, however, that, solely with respect to the foregoing clause (x), in no event would any of the following (or the effect of any of the following), alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Material Adverse Effect” (a) any change in law, regulatory policies, accounting standards or principles (including GAAP) or any guidance relating thereto or interpretation thereof, in each case after the date of the Merger Agreement; (b) any change in interest rates or economic, political, business or financial market conditions generally (including any changes in credit, financial, commodities, securities or banking markets); (c) any change affecting any of the industries in which such party and its subsidiaries operate or the economy as a whole; (d) any epidemic, pandemic or disease outbreak (including the COVID-19 pandemic and any mandatory quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other law, directive or guidelines by any governmental authority in relation to the COVID-19 pandemic), (e) the announcement or the execution of the Merger Agreement, the pendency of the transactions contemplated by the Merger Agreement, or the performance of the Merger Agreement, including losses or threatened losses of employees, customers, suppliers, vendors, distributors or others having relationships with such party and its subsidiaries; (f) any weather conditions, earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster, act of God or other force majeure event; (g) any acts of terrorism, sabotage, war, riot, the outbreak or escalation of hostilities, or change in geopolitical conditions; (h) any failure of such party or its subsidiaries to meet, with respect to any period or periods, any internal or industry analyst projections, forecasts, estimates or business plans (provided, however, that this clause (h) shall not prevent a determination that any change or effect underlying such failure to meet projections or forecasts has resulted in a Material Adverse Effect (to the extent such change or effect is not otherwise excluded from the definition of Material Adverse Effect)); provided, further, that any effect referred to in clauses (a), (b), (c), (d), (f) or (g) above may be taken into account in determining if a Material Adverse Effect has occurred to the extent it has a disproportionate and adverse effect on such party and its subsidiaries or the results of operations or financial condition of such party and its subsidiaries, in each case, taken as a whole, relative to other similarly situated businesses in the industries in which such party and its subsidiaries operate.

The Merger Agreement contains a number of representations and warranties made by ListCo and Merger Sub that are subject in certain cases to exceptions and qualifications contained in the Merger Agreement, in ListCo’s confidential disclosure schedule delivered to BJY concurrently with the execution of the Merger Agreement, or in certain reports filed with the SEC. The representations and warranties made by ListCo and Merger Sub to BJY include the following:

Certain of these representations and warranties are qualified as to “materiality”, “Material Adverse Effect” or “ListCo Impairment Effect”. For purposes of the Merger Agreement, a “ListCo Impairment Effect” means an event, circumstance, fact, change or development that has a material adverse effect on the ability of ListCo to consummate the transactions contemplated by the Merger Agreement, which will include the failure by ListCo to maintain ListCo’s continuous listing on, or the continuous listing of ListCo Ordinary Shares on, the Nasdaq.

Conduct of Business Pending the Merger

BJY has agreed that, during the Interim Period, BJY will, and will cause its subsidiaries to, except as expressly contemplated by the Merger Agreement or any other transaction agreements, as consented to in writing by ListCo (which consent may not be unreasonably conditioned, withheld or delayed) or as required by applicable law, conduct and operate its business in the ordinary course of business in all material respects.

BJY has also agreed that except as contemplated by the Merger Agreement or in any other transaction agreements, as disclosed in BJY’s confidential disclosure schedules, as consented to by ListCo in writing (such consent not to be unreasonably conditioned, withheld or delayed), or as required by applicable law, BJY will not, and BJY will cause its subsidiaries not to, during the Interim Period:

Nothing in the Merger Agreement will prevent BJY or any of its subsidiaries from taking any mandatory quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other law, directive or guidelines by any governmental authority in relation to the COVID-19 pandemic, and any action that is taken (or not taken) in good faith as a result of, in response to or otherwise related to the COVID-19 pandemic will be deemed to be taken in the “ordinary course of business” for all purposes of the Merger Agreement, and no such action (or failure to act) will serve as a basis for ListCo to terminate the Merger Agreement or assert that any of the conditions to the Closing contained therein have not been satisfied. Nothing in the Merger Agreement is intended to give ListCo or any of its affiliates, directly or indirectly, the right to control or direct the business or operations of BJY or its subsidiaries prior to the Closing, and prior to the Closing, BJY and its subsidiaries shall exercise, consistent with the terms and conditions of the Merger Agreement, complete control and supervision over their respective businesses and operations.

ListCo has agreed that, during the Interim Period, ListCo shall, and shall cause its subsidiaries to, except as expressly required by the Merger Agreement and any other transaction agreement in connection with the Merger, as consented to by BJY in writing (which consent shall not be unreasonably withheld, delayed or qualified) or as required by applicable law, conduct and operate its business in the ordinary course of business in all material respects. Without limiting the generality of the foregoing, during the Interim Period, except as expressly required by the Merger Agreement or any other transaction agreement in connection with the Merger or as disclosed in ListCo’s confidential disclosure schedules, as consented to by BJY in writing (which consent shall not to be unreasonably conditioned, withheld or delayed), or as required by applicable Law, ListCo shall not, and shall cause its subsidiaries not to:

ListCo has also agreed that during the Interim Period, ListCo will and will cause its subsidiaries to, comply with, and continue performing under, as applicable, its organizational documents, the Merger Agreement and any other transaction agreements (to the extent in effect during the Interim Period) and all other agreements or contracts to which it is a party.

Nothing in the Merger Agreement will prevent ListCo or any of its subsidiaries from taking any mandatory quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other law, directive or guidelines by any governmental authority in relation to the COVID-19 pandemic, and any action that is taken (or not taken) in good faith as a result of, in response to or otherwise related to the COVID-19 pandemic will be deemed to be taken in the “ordinary course of business” for all purposes of the Merger Agreement, and no such action (or failure to act) will serve as a basis for BJY to terminate the Merger Agreement or assert that any of the conditions to the Closing contained therein have not been satisfied. Nothing in the Merger Agreement is intended to give BJY or any of its affiliates, directly or indirectly, the right to control or direct the business or operations of ListCo or its subsidiaries prior to the Closing, and prior to the Closing, ListCo and its subsidiaries shall exercise, consistent with the terms and conditions of the Merger Agreement, complete control and supervision over their respective businesses and operations.

Exclusivity

During the Interim Period, neither ListCo, BJY nor any of their subsidiaries may, nor may any of such parties authorize any of its representatives to, directly or indirectly:

Each of ListCo and BJY agrees to promptly notify the other party if ListCo or any of its representatives or subsidiaries, or BJY or any of its representatives or subsidiaries, as applicable, receives any offer or communication in respect of an Alternative Transaction Proposal, and will promptly communicate to BJY or ListCo, as applicable, in reasonable detail the terms and substance thereof, and ListCo or BJY, as applicable, will, and will cause its representatives and subsidiaries to, cease any and all existing negotiations or discussions with any person or group of persons (other than BJY and its representatives, or ListCo and its representatives, as the case may be) regarding an Alternative Transaction Proposal.

SEC Filing; ListCo Extraordinary General Meeting

ListCo has agreed to prepare as promptly as reasonably practicable (and in any case within four (4) weeks) following the execution of the Merger Agreement with the cooperation and assistance of BJY, a proxy statement and other proxy materials reasonably satisfactory to BJY (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement, ListCo shall, with the cooperation and assistance of BJY, prepare and cause to be submitted with the Nasdaq its initial listing application in connection with the transactions contemplated in the Merger Agreement.

ListCo has agreed to, as soon as reasonably practicable but in any event no later than five (5) business days prior to the Termination Date (as defined below) (provided that ListCo has sent the Proxy Statement to the ListCo Shareholders pursuant to the Merger Agreement) establish a record date for, duly call and give notice of, convene and hold an extraordinary general meeting, in accordance with the organizational documents of ListCo and applicable law, for the purposes of (a) obtaining the ListCo Shareholder Approval, (ii) adopting or approving such other proposals as may be reasonably requested by BJY as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement, (iii) adopting or approving any other proposal that the Nasdaq (or the respective staff thereof) indicates is necessary, and (iv) related and customary procedural and administrative matters.

ListCo Directors’ and Officers’ Indemnification

ListCo has agreed that from and after the Closing, ListCo will indemnify and hold harmless each present and former director and officer of ListCo (solely to the extent acting in his or her capacity as such and to the extent such activities are related to the transactions contemplated in the Merger Agreement) (the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any action, suit, audit, examination, arbitration or legal, judicial or administrative proceeding (whether at law or in equity) by or before any governmental authority, whether civil, criminal, administrative or investigative, arising out of or pertaining to the transactions contemplated in the Merger Agreement, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that ListCo would have been permitted under applicable law and its memorandum and articles of association or other organizational documents in effect on the date of the Merger Agreement to indemnify such D&O Indemnified Parties.

From and after the Closing, ListCo will maintain a director indemnification agreement in customary form with each present and former director of ListCo (to the extent requested by such director) that provides, or ensure that its memorandum and articles of association or other organizational documents will provide, that on the terms and subject to the conditions set out therein, ListCo will advance, prior to the final disposition of any action, suit, audit, examination, arbitration or legal, judicial or administrative proceeding (whether at law or in equity) by or before any governmental authority for which indemnification may be sought under the Merger Agreement, promptly following request by such director therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such director in connection with any such action upon receipt of an undertaking by such director to repay such advances if it is ultimately decided that such director is not entitled to indemnification pursuant to that indemnification agreement, the organizational documents of ListCo or applicable law.

ListCo will also use its commercially reasonable efforts to maintain in effect directors’ and officers’ liability insurance for such duration as may be agreed between ListCo and BJY covering those persons who are currently covered by BJY’s or ListCo’s directors’ and officers’ liability insurance policies (including, in any event, the D&O Indemnified Parties) on terms substantially similar to the terms of such current insurance coverage.

Efforts to Consummate the Merger

With respect to any requests, inquiries, actions or other proceedings by or from governmental authorities, each of BJY, ListCo and Merger Sub has agreed to (i) diligently and expeditiously defend and use commercially reasonable efforts to obtain any necessary clearance, approval, or consent under any applicable laws prescribed or enforceable by any governmental authority for the transactions contemplated by the Merger Agreement and to resolve any objections as may be asserted by any governmental authority with respect to the transactions contemplated by the Merger Agreement; and (ii) cooperate fully with each other in the defense of such matters. To the extent not prohibited by law, BJY will promptly furnish to ListCo, and ListCo and Merger Sub will promptly furnish to BJY, copies of any notices or communications received by such party or any of its affiliates from any governmental authority with respect to the transactions contemplated by the Merger Agreement, and each such party will permit counsel to the other parties an opportunity to review in advance, and each such party will consider in good faith the views of such counsel in connection with, any proposed written communications by such party or its affiliates to any governmental authority concerning the transactions contemplated by the Merger Agreement.

To the extent not prohibited by law, BJY agrees to provide ListCo and its counsel, and ListCo agrees to provide to BJY and its counsel, the opportunity, to the extent practical, on reasonable advance notice, to participate in any material substantive meetings or discussions, either in person or by telephone, between such party or any of its affiliates or representatives, on the one hand, and any governmental authority, on the other hand, concerning or in connection with the transactions contemplated by the Merger Agreement.

Other Agreements

Pursuant to the Merger Agreement, each of ListCo, BJY and Merger Sub has further agreed:

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Closing as follows:

If the Merger Agreement is validly terminated, then the Merger Agreement will become void and there will be no liability on the part of any party, provided that the Merger Agreement’s provisions regarding indemnification of ListCo directors and officers, confidentiality, effect of termination, termination fee and expenses, and certain other provisions shall survive termination and no party will be relieved from liability for fraud or intentional and willful breach of the Merger Agreement prior to the termination.

The parties have agreed to the following termination fee and expense arrangements:

Expenses

Subject to the termination fee and expense arrangements set forth in the Merger Agreement, each party to the Merger Agreement will bear its own expenses incurred in connection with the Merger Agreement and other transaction agreements and the transactions contemplated by the Merger Agreement and other transaction agreements, including all fees of its legal counsel, financial advisers and accountants.

Equitable Remedies

ListCo and BJY are each entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of the Merger Agreement or any other transaction agreements and to enforce specifically the terms and provisions thereof, without proof of damages, prior to the valid termination of the Merger Agreement in accordance with its terms, this being in addition to any other remedy to which they are entitled under the Merger Agreement or any other transaction agreements.

Amendments; Waivers

The Merger Agreement may not be amended except by an instrument in writing signed by each of the parties.

At any time and from time to time prior to the Effective Time, ListCo may, to the extent legally allowed and except as otherwise set forth in the Merger Agreement, (a) extend the time for the performance of any of the obligations or other acts of BJY; (b) waive any inaccuracies in the representations and warranties of BJY contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement; and (c) subject to the requirements of applicable law, waive compliance by BJY with any of the agreements or conditions contained in the Merger Agreement applicable to BJY. At any time and from time to time prior to the Effective Time, BJY may, to the extent legally allowed and except as otherwise set forth in the Merger Agreement, (a) extend the time for the performance of any of the obligations or other acts of ListCo or Merger Sub; (b) waive any inaccuracies in the representations and warranties of ListCo and Merger Sub contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement; and (c) subject to the requirements of applicable law, waive compliance by ListCo or Merger Sub with any of the agreements or conditions contained in the Merger Agreement applicable to such party. Any agreement on the part of a party to any such extension or waiver will be valid only if set forth in an instrument in writing signed by such party. Any delay in exercising any right pursuant to the Merger Agreement will not constitute a waiver of such right.

THE LISTCO LOCK-UP AGREEMENT

The following is a summary of the material terms and conditions of the ListCo Lock-Up Agreement. This summary may not contain all the information about the ListCo Lock-Up Agreement that is important to you. This summary is qualified in its entirety by reference to the ListCo Lock-Up Agreement attached as Annex C to, and incorporated by reference into, this proxy statement.

In connection with the execution of the Merger Agreement, BJY and Apex Glory Holdings Limited (the “Holder”), who held 1,728,126 ListCo Ordinary Shares as of July 18, 2022, entered into a lock-up agreement on July 18, 2022 (the “ListCo Lock-Up Agreement”), pursuant to which any equity securities of ListCo held by the Holder as at July 18, 2022 (all such securities, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, the “Restricted Securities”) shall become subject to limitations on disposition as set forth in the ListCo Lock-Up Agreement.

Lock-Up

During the period commencing from and including the date of the ListCo Lock-Up Agreement and to close of business in New York City one hundred and eighty (180) days after the Closing, subject to certain exceptions as set forth in the ListCo Lock-Up Agreement, the Holder agrees not to: (i) lend, offer, pledge (except as provided in the ListCo Lock-Up Agreement), hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise.

Termination

The ListCo Lock-Up Agreement terminates upon the termination of the Merger Agreement in accordance with its terms.

THE BJY LOCK-UP AGREEMENT

In the resolutions of the BJY Shareholders approving the Merger Agreement and the Transactions and the related written confirmation by other BJY Investors, each BJY Investor has agreed to be subject lock-up obligations with respect to any equity securities of BJY held by each BJY Investor until the close of business in New York City one hundred and eighty (180) days after the Closing.

BJY is in the process of discussing with the BJY Investor to respectively sign a lock-up agreement with BJY (each a “BJY Lock-Up Agreement”) documenting in further detail lock-up obligations with respect to any equity securities of BJY held by each BJY Investor (all such securities, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, including any equity securities of ListCo to be converted from any equity securities of BJY pursuant to the Merger Agreement, the “BJY Restricted Securities”), and containing a right for BJY’s board of directors (or following the Closing Date, the Board) to waive the lock-up obligations of any BJY Investor.

The current draft of the BJY Lock-Up Agreement being discussed between BJY and BJY Investors contains, among others, the following material provisions: Each BJY Investor is proposed to agree not to, until close of business in New York City one hundred and eighty (180) days after the Closing, (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, any BJY Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any BJY Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in (i), (ii) or (iii) above is to be settled by delivery of any BJY Restricted Securities or other securities, in cash or otherwise. Each BJY Investor is proposed to agree that BJY’s board of directors (or following the Closing Date, the Board) is entitled to waive the lock-up obligations of any BJY Investor, in each case subject to the conditions that may be imposed by BJY’s board of directors (or following the Closing Date, the Board).

PROPOSAL II: THE NAME CHANGE PROPOSAL

The Name Change Proposal would change the name of the Company from “Fuwei Films (Holdings) Co., Ltd.” to “Baijiayun Group Ltd 百家云集团有限公司” which will take effect from the date of entry of the new name in place of the existing name of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands.

Required Vote

Approval of the Name Change Proposal requires not less than two-thirds of the votes cast by shareholders entitled to vote, voting in person or by proxy or by corporate representative, at the extraordinary general meeting.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” PROPOSAL II, THE NAME CHANGE PROPOSAL.

PROPOSAL III: THE VARIATION OF SHARE CAPITAL PROPOSAL

The Variation of Share Capital Proposal would, immediately prior to the Effective Time, vary the share capital of ListCo as follows:

such that following such Variation of Share Capital, the authorized share capital of the Company will be US$2,231,734,400 divided into 4,300,000,000 ordinary shares of a par value of US$0.519008 each comprising (a) 2,000,000,000 class A ordinary shares of a par value of US$0.519008 each and (b) 2,300,000,000 class B ordinary shares of a par value of US$0.519008 each, with the power for the Company, insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said share capital subject to the provisions of the Companies Act (As Revised) and the Articles of Association of the Company and for the Board to have power in accordance with Articles 8 and 18 of the Articles of Association to reclassify any unissued shares and to issue any part of its capital, whether original, redeemed or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.

Required Vote

Approval of the Variation of Share Capital Proposal requires not less than two-thirds of the votes cast by shareholders entitled to vote, voting in person or by proxy or by corporate representative, at the extraordinary general meeting.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” PROPOSAL III, THE VARIATION OF SHARE CAPITAL PROPOSAL.

PROPOSAL IV: THE AMENDMENT PROPOSAL

The Amendment Proposal would amend and restate ListCo’s existing memorandum and articles of association by their deletion in their entirety and the substitution in their place of the third amended and restated memorandum of association and the second amended and restated articles of association of ListCo substantially in the form attached as Annex F to the accompanying proxy statement, with effective immediately prior to the Effective Time.

Required Vote

Approval of the Amendment Proposal requires not less than two-thirds of the votes cast by shareholders entitled to vote, voting in person or by proxy or by corporate representative, at the extraordinary general meeting.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” PROPOSAL IV, THE AMENDMENT PROPOSAL.

PROPOSAL V: THE GENERAL AUTHORIZATION PROPOSAL

The General Authorization Proposal would authorize each of the directors and officers of ListCo to do all things necessary to give effect to the Merger Agreement, the plan of merger, and the transactions contemplated by the Merger Agreement and the plan of merger, including the Merger and, the Change of Name, the Variation of Share Capital and the Adoption of M&A.

Required Vote

Approval of the General Authorization Proposal requires not less than two-thirds of the votes cast by shareholders entitled to vote, voting in person or by proxy or by corporate representative, at the extraordinary general meeting.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” PROPOSAL V, THE GENERAL AUTHORIZATION PROPOSAL.

PROPOSAL VI: THE ADJOURNMENT PROPOSAL

The Adjournment Proposal would authorize the chairperson of the extraordinary general meeting to adjourn the extraordinary general meeting for the purpose of soliciting additional proxies in the event that, at the extraordinary general meeting, insufficient proxies are received in favor of the Merger Proposal, the Name Change Proposal, the Variation of Share Capital Proposal, the Amendment Proposal and the General Authorization Proposal at the extraordinary general meeting before any vote is taken thereon. If the Adjournment Proposal is approved, we will be able to adjourn the extraordinary general meeting for the purpose of soliciting additional proxies to approve the Merger Proposal, the Name Change Proposal, the Variation of Share Capital Proposal, the Amendment Proposal and the General Authorization Proposal. If you have previously submitted a proxy on the proposals discussed in this proxy statement and wish to revoke it upon adjournment of the extraordinary general meeting, you may do so.

Vote Required for Approval

The approval of the Adjournment Proposal requires a simple majority of votes cast by shareholders entitled to vote, voting in person or by proxy or by corporate representative, at the extraordinary general meeting.

Shares represented at the extraordinary general meeting but not voted, including abstentions and broker “non-votes,” will be treated as present at the extraordinary general meeting for purposes of determining the presence or absence of a quorum for the extraordinary general meeting.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” PROPOSAL VI, THE ADJOURNMENT PROPOSAL.

INFORMATION ABOUT BJY

Corporate History

Beijing Baijia Shilian Technology Limited, a PRC limited liability company, was incorporated in May 2017. Its name was changed into BaiJiaYun Group Co., Ltd. in September 2019.

BaiJiaYun Limited (“BJY”) was incorporated in April 2021 as an exempted company with limited liability in the Cayman Islands.

BaiJia Cloud Limited (“BJY HK”), a Hong Kong corporation with limited liability, was incorporated in May 2021. BJY HK is a wholly owned subsidiary of BJY.

Beijing Baishilian Technology Co., Ltd. (“Beijing WFOE”), a PRC limited liability company, was incorporated in September 2021. Beijing WFOE is a wholly owned subsidiary of BJY HK.

PRC laws and regulations place certain restrictions on foreign investment in and ownership of companies involved in the provision of internet-related services. Accordingly, certain contractual arrangements were established for the business operations of BJY in the PRC. BJY has, through Beijing WFOE, entered into a series of agreements with BaiJiaYun Group Co., Ltd. (the “VIE”), and its shareholders, including Exclusive Technical and Consulting Services Agreement, Powers of Attorney, Exclusive Option Agreements, and Equity Interest Pledge Agreements. The following diagram illustrates the corporate structure of BJY as of the date of this proxy statement, including the principal subsidiaries and the VIE of BJY:

Contractual Arrangements and Corporate Structure

BJY is a company organized under the laws of the Cayman Islands and currently conducts substantially all of its business and operations through the VIE in China. The VIE also holds BJY’s key operating licenses, provides services to its customers, and enters into contracts with its suppliers. Current PRC laws and regulations impose certain restrictions or prohibitions on foreign ownership of companies that engage in internet-related services and certain other businesses. As BJY may be required to obtain and maintain permits and licenses to operate its business in China in such services and businesses, BJY has, through its Beijing WFOE, entered into a series of contractual arrangements, as amended and restated, with its VIE, as well as the VIE’s shareholders (the “VIE Contracts”). These contractual arrangements allow BJY to (i) exercise effective control over the VIE, (ii) receive substantially all of the economic benefits of the VIE, and (iii) have an exclusive option to purchase all or part of the equity interests in the VIE when and to the extent permitted by PRC law. A summary of certain material terms of these contractual agreements is as follows:

As a result of these contractual arrangements, BJY exerts effective control over, and is considered the primary beneficiary of the VIE and consolidates its operating results in the financial statements of BJY under U.S. GAAP.

In the opinion of Dentons, PRC legal counsel of BJY:

However, BJY has been further advised by Dentons that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, rules and regulations. In particular, in January 2015, the Ministry of Commerce of the PRC published a discussion draft of the proposed Foreign Investment Law (2015), or the 2015 Draft, for public review and comments. The 2015 Draft was replaced by the draft Foreign Investment Law (2018), which was published by the SCNPC in December 2018 and further amended in January 2019. The new Foreign Investment Law was approved by the National People’s Congress on March 15, 2019 and came into effect on January 1, 2020. Among other things, the 2015 Draft expands the definition of foreign investment and introduces the principle of “actual control” in determining whether a company is considered a foreign-invested enterprise, or FIE. Under the 2015 Draft, VIEs would also be deemed as FIEs, if they are ultimately “controlled” by foreign investors, and be subject to restrictions on foreign investments. However, the relevant terms with regard to the VIE structure in the 2015 Draft have been removed in their entirety in the newly effective Foreign Investment Law and there are significant uncertainties as to how the control status of the VIE would be determined under the Foreign Investment Law, and furthermore, whether any of the businesses that BJY currently operates or plan to operate in the future through the VIE would be subject to any foreign investment restrictions or prohibitions under the “negative list” then effective.

Accordingly, the PRC regulatory authorities may in the future take a view that is contrary to the opinion of BJY’s PRC legal counsel. BJY has been further advised by Dentons that if the PRC government finds that the agreements that establish the structure for operating BJY’s business do not comply with PRC government restrictions on foreign investment in the aforesaid business BJY engages in, BJY could be subject to severe penalties including being prohibited from continuing operations. See “Risk Factors—Risks Related to BJY’s Corporate Structure”.

All the agreements under BJY’s contractual arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration in China. See “Risk Factors—Risks Related to BJY’s Corporate Structure—BJY relies on contractual arrangements with the VIE and the shareholders of the VIE to operate its business, which may not be as effective as equity ownership in providing operational control and could adversely affect its business, operating results and financial condition”. Such arbitration provisions have no effect on the rights of BJY’s shareholders to pursue claims against BJY under United States federal securities laws.

Recent Regulatory Development on Cybersecurity

In December 2021, the CAC and several other administrations jointly promulgated the revised Measures for Cybersecurity Review (the “Review Measures”), which became effective on February 15, 2022, superseding and replacing the cybersecurity review measures that had been in effect since June 2020. According to the Review Measures, to the extent the purchase of network products and services by a “critical information infrastructure operator” or the data processing activities conducted by a “network platform operator” affect or may affect national security, a cybersecurity review shall be conducted pursuant to the Review Measures. The Review Measures also expand the cybersecurity review to “internet platform operators” in possession of personal information of over one million users if such operators intend to list their securities “in a foreign country”. Furthermore, relevant governmental authorities in the PRC may initiate cybersecurity review if they determine an operator’s network products or services or data processing activities “affect or may affect national security”. Since the Review Measures are relatively new, significant uncertainties exist in relation to their interpretation and implementation. Additionally, the Review Measures do not provide the exact scope of “network platform operator” or the circumstances that would “affect or may affect national security”. Therefore, it is uncertain whether BJY would be deemed as a “critical information infrastructure operator” or a “network platform operator” or a “data processors” in possession of personal information of over one million users, or whether its business will be deemed to affect or may affect national security under PRC laws, thus requiring BJY to go through a cybersecurity review process for maintaining its listing status and its future securities offerings overseas. As of the date of this proxy statement, BJY has not been informed by any PRC government authorities that BJY will be deemed as a critical information infrastructure operator.

To the extent any cybersecurity review is required in the future, BJY cannot assure you that BJY will be able to complete it in a timely manner, or at all. Any failure to complete the required cybersecurity review may result in administrative penalties, including fines, a shut-down of BJY’s business, revocation of requisite licenses, as well as reputational damage or legal proceedings or actions against BJY, which may have material adverse effects on BJY’s business, financial condition and results of operations.

In addition, on November 14, 2021, the CAC released the consultation draft of the Network Data Security Management Regulations for public comment. According to the Network Data Security Management Regulations, data processors shall apply for a cybersecurity review when carrying out the following activities: (i) a merger, reorganization or separation of internet platform operators that have acquired a large number of data resources related to national security, economic development or public interests, which affect or may affect national security; (ii) data processors that handle personal information of more than one million people contemplating to list its securities on a foreign stock exchange; (iii) data processors contemplating to list its securities on a stock exchange in Hong Kong, which affects or may affect national security; and (iv) other data processing activities that affect or may affect national security. Among others, it further requires that a data processor who processes important data or who is listed overseas shall complete an annual data security assessment either self-conducted or conducted by a data security service organization engaged, and before January 31 of each year, submit the annual data security assessment report of the previous year to the local cyberspace affairs administration department. As of the date of this proxy statement, the Network Data Security Management Regulations was released for public comment only, and no interpretation or implementation rules for this proposed regulation have been issued by the CAC or any other PRC regulatory authorities. It remains uncertain when the Network Data Security Management Regulations will be adopted and become effective and whether it will be adopted as it was initial proposed. Therefore, it is uncertain whether future regulatory changes would impose additional responsibilities or restrictions on companies like us. BJY cannot predict the impact of the Network Data Security Management Regulations, if any, at this stage, and BJY will closely monitor and assess any development in the rulemaking process. If the enacted version of the Network Data Security Management Regulations mandates clearance of a cybersecurity review and other specific actions to be completed by China-based companies listed on a foreign stock exchange like BJY, BJY faces uncertainties as to whether such clearance can be timely obtained, or at all.

Potential CSRC Approval for Overseas Listing

On December 24, 2021, the CSRC published the draft Regulations of the State Council on the Administration of Overseas Issuance and Listing of Securities by Domestic Companies (Draft for Comments) (the “Administrative Provisions”), and the draft Measures for the Record-Filing of Overseas Issuance and Listing of Securities by Domestic Companies (Draft for Comments) (the “Filing Measures”, and collectively, the “Draft Overseas Listing Regulations”) for public comments, which set out the new regulatory requirements and filing procedures for domestic companies seeking direct or indirect listing in overseas markets.

The Draft Overseas Listing Regulations, among others, lay out specific requirements for filing. In addition, it stipulates that domestic companies that seek to offer and list securities in overseas markets shall strictly comply with laws, regulations and relevant provisions concerning national security in spheres of foreign investment, cybersecurity, and data security, and earnestly fulfill their obligations to protect national security. Domestic companies seeking to list abroad must carry out relevant security review procedures if their businesses involve such supervision. Moreover, an overseas offering and listing is prohibited under circumstances if (i) it is prohibited by PRC laws, (ii) it may constitute a threat to or endanger national security as reviewed and determined by competent PRC authorities, (iii) it has material ownership disputes over equity, major assets, or core technology, (iv) in past three years, the Chinese operating entities, and their controlling shareholders or actual controllers have committed relevant prescribed criminal offenses or are under investigations for suspicion of criminal offenses or major violations, (v) the directors, supervisors, or senior executives have been subject to administrative punishment for severe violations, or are under investigations for suspicion of criminal offenses or major violations, or (vi) it has other circumstances as prescribed by the State Council.

The Draft Overseas Listing Regulations further stipulate that a fine between RMB 1 million and RMB 10 million may be imposed if an applicant fails to fulfill the filing requirements with the CSRC or conducts an overseas offering or listing in violation of the Draft Overseas Listing Regulations, and in cases of severe violations, a parallel order to suspend relevant businesses or halt operations for rectification may be issued, and relevant business permits or operational license revoked.

As of the date of this proxy statement, it remains uncertain when the final Administrative Provision and Filing Measures will be adopted and whether they will be adopted in the current draft form. If the Administrative Provisions and Filing Measures are adopted in the current form, BJY may be required to file required documents with the CSRC regarding the Merger offerings and may be subject to additional compliance requirements.

As of the date of this proxy statement, there are no laws, regulations or other rules require BJY to obtain permission or approvals from Chinese authorities to list on U.S. exchanges, and neither has BJY received or was it denied such permission. However, there is a risk that BJY will not receive or will be denied permission from Chinese authorities to list on U.S. exchanges in the future, which could significantly limit or completely hinder ListCo’s ability to offer or continue to offer the securities to investors upon the consummation of the Merger and cause the value of the shares to significantly decline or be worthless.

Business Overview

BJY is a leading video-centric technology solutions provider in China with core expertise in Software-as-a-Service (“SaaS”) and Platform-as-a-Service (“PaaS”) solutions. BJY is committed to delivering reliable, high-quality video experiences across devices and localities. Leveraging the strength of its industry-leading video-centric technologies, BJY offers a wealth of video-centric technology solutions including SaaS/PaaS solutions, cloud and software related solutions and enterprise AI and system solutions catered to the evolving communication and collaboration needs of enterprises of all sizes and across industries, which makes it a one-stop video technology solutions provider.

BJY helps customers quickly deploy dedicated live streaming systems and video-on-demand (“VoD”) systems to meet the customer’s communication and collaboration needs across departments and functions and throughout the business process and accelerate the digital transformation of the customer’s business.

Based on its live streaming service infrastructure, BJY can provide customers with different functional modules, which can get through the internal systems of the enterprise to achieve data linkage, in various live streaming scenarios such as enterprise training, dual-teacher classroom, small class courses, medical live streaming, etc. Moreover, BJY can also achieve customization for customers according to their needs and provide them with high-quality live streaming full-process operation and on-site execution services.

Since its establishment in 2017, BJY has been expanding its service scope from audio and video SaaS services focused on the education sector, to a wide range of industries. Adhering to its mission of “becoming the customers’ first choice for one-stop video technology services provider”, on the basis of providing standardized audio and video SaaS services, BJY also extended its capability down to the underlying technologies and in 2020, BJY launched its real-time audio and video communication PaaS services which provide one-stop video technology services such as private cloud deployment and in-depth customized development for government customers and large enterprises. BJY has completed the transformation from a product provider to a technology provider, and BJY has achieved the ability to deliver both standardized and customized services based on an integrated infrastructure.

“PaaS standardization + SaaS scenario-oriented” business layout has driven the explosive business growth of BJY. As of December 31, 2021, BJY has a total of 2,783 customers, representing an increase of 166.2% over 18 months compared with the number of customers as of June 30, 2020. Such customer growth enabled BJY to achieve a total revenue of approximately US$100 million over the two calendar years ended December 31, 2020 and December 31, 2021.

During the year ended June 30, 2021, the total number of user visits of BJY’s live streaming large-class courses was 57,702,088, the total duration of such live streaming courses exceeded 3.8 million hours, and the cumulative viewing time of such live streaming courses was 56,818,401 hours. In the subsequent year, BJY’s live streaming business continued to grow rapidly. During the year ended June 30, 2022, the total number of user visits of BJY’s live streaming large-class courses reached 70,136,499, the total duration of such live streaming courses exceeded 4.3 million hours, and the cumulative viewing time of such live streaming courses was 70,646,749 hours. Since its establishment, BJY’s cumulative VoD duration has reached 261,795,643 hours. During the year ended June 30, 2021, the number of total VoD user visits was 548,491,980, and the total VoD duration was 76,172,850 hours. During the subsequent year ended June 30, 2022, the total number of VoD user visits increased to 633,506,876, and the total VoD duration increased to 109,623,453 hours, representing a year-on-year increase of 43.9% or an increase of 249.5% over two years compared to the year ended June 30, 2020. BJY’s services cover a wide range of industries such as the Internet, education, automotive, finance, health care, e-commerce, etc. Currently, BJY has established branches, research and development centers and offices in more than a dozen cities in China, with more than 450 employees, including complete product design, testing, and R&D teams that support the rapid update iterations of BJY’s products.

BJY has also achieved significant growth in terms of its financial results. BJY’s gross revenue for the year ended June 30, 2021 was approximately US$41.4 million, increased substantially from gross revenue of approximately US$23.4 million for the year ended June 30, 2020.

BJY has built a high entry barrier for competitors. The advantage of BJY is its deep understanding of the digital transformation in various industries and sectors, which enables it to provide live streaming technology service to enterprises of all sizes and across industries, solve their pain points in video technology applications and help them reduce costs and improve efficiency. BJY provides SaaS applications through PaaS, which can effectively accelerate the development speed of SaaS applications. On the other hand, BJY’s matured SaaS business can enhance its PaaS business’s understanding of vertically related industries. In the longer term, this mutual support structure enables BJY to gradually transform customized requirements into standardized products, driving the rapid upgrade of audio and video services across industries.

Industry Overview

Over the past few years, China has continuously promoted the construction of network infrastructure, along with the development of 5G, artificial intelligence (“AI”) and Internet of things. BJY believes the underlying audio and video infrastructure are crucial to support the upper-tier application scenarios. Also, with the spread of the mobile Internet and the widespread use of intelligent terminal devices, BJY believes real-time audio and video has become a mainstream method of online interaction. Additionally, the COVID-19 pandemic has increased the need for online interaction in various scenarios, and as result, we have seen solid demand for audio and video technologies in areas such as video conferencing, remote consultation and online learning.

With the improvement of 5G network coverage, we have observed a constant expansion across many industries of the scenarios in which audio and video technologies can be innovatively applied. These usage scenarios in turn often demand enhanced audio and video technologies to deliver the desired results. As a result, we expect many development and growth opportunities in audio and video related sectors.

According to IDC, for the second half of 2021, the overall size of China’s video cloud market reached US$5.04 billion, representing a year-on-year increase of 32.7%, and within such market, the size of the video cloud infrastructure sector and the video cloud solutions sector reached US$4.10 billion and US$950 million, respectively, representing a growth rate of 32.1% and 35.4%, respectively, compared to the second half of 2020 (after adjustment).

Looking towards to the future, according to IDC, the video cloud market in China is expected to continue to grow at a high speed by 2025, with the market size reaching US$31.76 billion and a CAGR of 35.5% from 2020 to 2025. According to IDC, with the continuous penetration of video cloud solution applications in China, the market share of solutions is expected to grow from 18.02% in 2020 to 21.6% of the total market, reaching US$6.9 billion by 2025.

According to iResearch, the video cloud market has developed rapidly in the past few years for the following reasons:

BJY believes that in recent years, the infrastructure attribute of video has become more obvious, and the application of video cloud has been continuously developed and integrated with business scenarios closely. According to iResearch, the upstream players in the video cloud service value chain consist of hardware infrastructure manufacturers, IaaS manufacturers, telecom operators and third-party technology providers, mainly providing hardware facilities, network services, computing storage and other resources, the midstream players in the value chain consist of PaaS and SaaS manufacturers, which mainly provide audio and video communication products and interface services, and the downstream players in the value chain consist of audio and video cloud service demanders. More specifically, PaaS service providers provide platform services to downstream enterprises by integrating network, communication and other resources in the form of SDK/API. They emphasize universality and mainly serve enterprises with development capabilities. SaaS service providers integrate the platform functions of PaaS, emphasize scenario-oriented application capabilities and provide universal solutions in the form of software application services.

At present, the video cloud industry has various application scenarios for different demands. Focusing on the provision and optimization of video cloud service technology, BJY believes it is one of a few players in the industry that can provide both SaaS and PaaS services. Not only can BJY serve the whole industry and play the role of an industry enabler, it also has a deep understanding of customer demands and the characteristics of industries and scenarios which enables it to create value for customers. In addition, BJY divides video cloud services into the following subsectors, BJY sees significant market potential in each of these subsectors and believes that BJY’s products are leading in their respective subsectors.

To take advantage of the expected rapid growth in China and match the unique demands of the market, BJY has formed a new strategic pattern of comprehensive development of three main sectors, including one-stop solution for video cloud, SaaS service for video cloud application and PaaS service for video cloud technology. BJY plans to continue to focus on expanding new technology paths, cultivating vertical scenarios, and developing AI, while improving customer experience through strategic layout such as software optimization plus hardware adaptation to seize greater market share.

BJY’s Solutions

BJY offers comprehensive video-centric technology solutions that are tailored for the unique demands of the Chinese market. BJY’s solutions fall into three main categorizes:

BJY’s video-centric technology solutions are intended to serve individuals and enterprises of all sizes and industry, providing them with a suite of simple-to-use, highly customizable and widely compatible solutions to support their communications and collaboration demands. BJY believes its video-centric technology solutions present the following compelling value propositions to its customers.

Video-centric SaaS/PaaS solutions

BJY’s video-centric SaaS/PaaS solutions include live streaming solution, VoD solution and real-time communications (“BRTC”) solution, which are readily deployable by enterprises to support their communications and collaboration demands. BJY’s SaaS/PaaS solutions are used in a wide range of scenarios and industries, including education, finance, medical services, auto industry, IT industry, etc. However, BJY does not collect, retain, store, or use any individual customers data while providing services to millions of end customers.

Live streaming solution

BJY takes pride in the enterprise-grade live streaming experiences it offers, and has cumulatively served over 520 million end users’ visits (including individuals and enterprise clients) since its inception. Backed by content delivery network (“CDN”) nodes deployed across China that are either developed in-house or supplied by reputable third-party CDN service providers, BJY enables stable, smooth and high-quality live streaming experiences even in certain remote areas with weak network connections. By broadly deploying CDN nodes closer to end-users’ location in an automated process, BJY believes it can support massive volumes of concurrent live streaming requests with high-definition and low latency. Its live streaming solution can also assess video quality in real time and automatically adapt the quality of video sources to network conditions. In addition to its low-latency and high-definition features, BJY’s live streaming solution is widely compatible with multiple protocols underlying the video inputs and supports transcoding and processing services at different resolutions, bitrates and frame rates, to suit different needs and application scenarios. Moreover, BJY offers its live streaming solution in the form of SDKs and APIs, which allows for seamless integration with web browser, Android and iOS devices and customizable live streaming experiences.

BJY offers a wide range of value-added services such as recording, editing, playback and real-time beautification effects as well as various interactive functions including live chatting, document sharing, interactive whiteboarding, etc. Furthermore, BJY also embeds multi-level security mechanisms in its live streaming solution, such as anti-leeching, anti-screen capturing and custom watermarking, to shield against video piracy.

BJY offers its live streaming solution primarily on a SaaS basis for a combination of subscription and usage. In the year ended June 30, 2021, BJY had over 837 customers for SaaS-based live streaming solution. In addition, while BJY has developed its live streaming solution to overcome hardware compatibility issues, BJY also supplements certain of its video-centric SaaS/PaaS solutions with hardware manufactured by third parties such as video camera, server, projector, and coding and decoding machines for audio and video signal, to further ensure the quality and reliability of video transmission.

VoD solution

Leveraging its reliable cloud-native infrastructure and industry-leading video capability, BJY offers intuitive cloud-based VoD solution which enables customers to conveniently launch their own online video player. As a trusted provider of VoD solution, BJY has supported approximately 1.5 billion users’ visits for 260 million hours in cumulative playtime since its inception. BJY enables convenient upload function that supports batch upload, large file upload and breakpoint resume upload. Similar to the live streaming solution, BJY’s VoD solution can transcode video files into different formats so that they can be played on different devices. For example, to accommodate mobile users, BJY’s VoD solution allows developers to integrate video features through quick and easy steps with iOS and Android-based SDKs and APIs. BJY’s VoD solution is also compatible with major social media platforms in China, such as WeChat and Weibo, which enables customers to promote their video content by sharing the content to or forward the content on these platforms. BJY also offers video embedding function for those who want to incorporate video content into a WeChat official account or an H5 webpage to reach a wider audience. The VoD solution allows customers to change the logo, skin and other layout settings of the video player to satisfy personalized configuration needs, and provides customers with multi-dimensional data to assess the effectiveness of their video content and adjust their promoting strategies with valuable insights. In order to ensure content security and originality, BJY equips its VoD solution with various tools such as anti-leech and anti-screen capturing protection.

BJY offers its VoD solution primarily on a SaaS basis for a combination of subscription and usage. In the year ended June 30, 2021, BJY had over 548 million customers’ visits for SaaS-based VoD solution.

BRTC solution

BJY also started to offer real-time communications (“RTC”) solutions in 2021 to support omni-channel interactions. BJY has launched six major modules focusing on real-time video, real-time audio, cloud-based recording, interactive live streaming, interactive whiteboarding and intelligent diagnostics and engineering, which serve as building blocks for developers to embed the respective functions into their systems and applications. By pooling communications resources in its cloud servers and distribute them on-demand through readily deployable functional modules in the forms of SDKs and APIs, BJY continues to help its customers improve their communication and operational efficiency. Leveraging its technology infrastructure, BJY’s BRTC solution ensures over 99.99% uptime, and supports secure, smooth and high-quality real-time communications across devices and localities.

BJY offers its BRTC solution on a PaaS basis for which BJY provides both the software and infrastructure needed to enable real-time communications. BJY generally charges its customers for PaaS-based BRTC solution based on usage.

Use cases

Video-centric cloud related solutions

Leveraging its enterprise-grade video capabilities, BJY has been rapidly expanding the application scenarios of its video-centric solutions across a wide range of industry verticals including educational institutions, IT, finance, media and advertising, and e-commerce. BJY’s video-centric cloud related solutions primarily include online school solution, video conferencing and enterprise training solution.

Online school solution

In addition to supporting the customers’ various course offerings, BJY is dedicated to offering a one-stop, cloud-based solution that helps customers in education sectors enroll students, deliver courses, evaluate learning results and manage daily operations. To that end, BJY’s integrated online school solution incorporates well-designed tools covering all of the key activities involved in the online learning process, such as various course scenarios, live-streaming courses, VoD courses, exam and assessment, online school management. Furthermore, BJY empowers customers to provide superior user experience by integrating comprehensive and ready-to-use school management and sales and marketing capabilities into its cloud solution.

BJY primarily offers its online school solution on a project basis. In the year ended June 30, 2021, BJY had over 122 customers for its online school solution.

Video conferencing solution

BJY believes its video conference solution enables customers to have reliable and interactive collaboration experiences through video conferencing across disparate devices and scattered worksites. BJY supports high-resolution real-time video and audio feeds from multiple locations with its latest multi-regional multi-center network infrastructure, to deliver reliable and interactive video-conferencing experience that BJY believes is akin to conventional in-person conferences. BJY also provides various supporting functions, such as conference scheduling, calendar invitation and virtual conference room administration, through an intuitive user interface. Customers can also control microphone and camera and edit conference encryption and accessibility information with ease through BJY’s video conferencing system. During a meeting, participants can interact through live chat, document sharing, screen sharing and digital whiteboarding to improve efficiency. In addition, it supports both cloud-based recording and local recording and enables participants and the host to generate a cloud-based playback link after each meeting session. Moreover, the video conferencing system is compatible with major operating systems and hardware and devices, including less sophisticated legacy on-premise video systems, which helps customers minimize deployment cycle and save costs. Meanwhile, benefiting from such combability, end users can join the meetings through diverse terminals including PCs, TVs and mobiles devices including smartphones and tablets with just one click. BJY also supports various customized options including private cloud deployment, where the data and information generated from intra-organizational communications are isolated and encrypted to ensure heightened security and privacy.

BJY primarily offers its video conferencing solution in the form of software on a project basis.

Enterprise training solution

BJY offers a comprehensive solution targeting at large-scale, tasked-based enterprise training, to help customers share knowledge, teach skills and convey important information. BJY believes that apart from the low-latency, highly engaging training experiences backed by its industry-leading video capabilities and technology infrastructure, BJY enterprises training solution differentiates itself from competitors through its comprehensive supporting functions. The enterprise training system allows customers to create their own video training templates, upload training materials and compile online quizzes to evaluate their employees’ mastery of designated skillsets and the effectiveness of training sessions. Customer may even introduce a ranking and awarding system supported to improve training results. Moreover, the customers can also establish an internal community for employees to discuss knowledge points and share their learning and working experiences to further enhance engagement.

BJY primarily offers its enterprise training solution in the form of software on a project basis.

Video-centric industry AI solutions

BJY believes it combines cutting-edge AI technology with real-world scenarios to empower innovative use cases and application scenarios in multiple industry verticals.

BJY’s intelligent industry solutions are predicated on image analysis and recognition technology that it developed in-house using deep learning algorithms, and BJY believes its solutions are able to achieve high-precision detection and identification. The head count function, which accurately identifies entry and exit status and walking trajectory, can be deployed by schools, exhibitions and other public places for crowd statistics analysis. The skeleton point recognition function analyzes postures of the human body and is suitable for sports training, dance classes and monitoring of abnormal behaviors during exams. In addition, gesture recognition function intelligently captures and recognizes gestures in pictures and videos, and outputs the recognition results for interactive live streaming scenarios such as sign language and early childhood education. Furthermore, the indicator light identification function helps factories use machines to identify indicator lights of different colors, therefore detecting technical issues in real time and reducing manual workload and cost.

BJY’s customizable intelligent industry solutions have significant potential for application in industries such as education, retail, public affairs and industrial manufacturing.

BJY’s Technologies

Technologies underpin BJY’s high-quality solutions and operational efficiency.

Data Privacy and Protection

BJY has access to certain data and information of enterprises which use its video-centric solutions. BJY may also have access to certain personal data and information of its customers’ end-users. Specifically, for BJY’s solutions deployed on public cloud, data and information are safely encrypted and stored in cloud servers, where customers can access as needed only with appropriate authorization. BJY does not have access to data and information of customers which use its solutions deployed on private cloud.

BJY is committed to protecting its customers’ data and privacy and has designed protocols on data collection, transmission, storage and usage to ensure compliance with applicable laws and regulations. In addition, BJY’s agreements with customers generally include a confidentiality clause under which BJY is obligated not to disclose or otherwise misappropriate the data and information of its customers or their end-users.

BJY takes safety precautions to maintain its technology infrastructure and protect its data and information, and is dedicated to upgrading its security programs to better meet growing customer needs, updated regulatory requirements, and the evolving security threat landscape. BJY has implemented detailed policies regarding system operation and maintenance, information security and management, and data backup and disaster recovery. BJY’s technological infrastructure applies safeguards such as web application firewalls to further ensure data security. As a general principle, data and information in relation to BJY’s business operations can only be accessed by its employees with designated authorization level. BJY enters into confidentiality agreements with its employees who have access to BJY’s data and information. The confidentiality agreements provide that, among others, these employees are legally obligated not to disclose or otherwise misappropriate confidential data and information in possession as a result of their employment. Such employees are also legally obligated to surrender all confidential data and information in possession upon resigning and to maintain their confidentiality obligations afterwards. They bear compensation liability if they breach their confidentiality obligations or otherwise commit misconduct resulting in leakage of BJY’s confidential data and information. Furthermore, BJY’s agreements with business partners generally include a confidentiality clause under which they are legally obligated not to disclose or misappropriate confidential data and information in possession as a result of their relationship with BJY.

As of the date of this proxy statement, BJY has not received any claim from any third party against it on the ground of infringement of such party’s right to data protection as prescribed by applicable laws and regulations in China and other jurisdictions, and BJY has not experienced any material data loss or breach incidents.

Sales and Marketing

BJY promotes its brand and markets its video-centric solutions primarily through its experienced sales and marketing team, which consists of 96 personnel in the year ended June 30, 2021. The sales and marketing team is responsible for selling to prospective customers, renewing existing subscriptions, and identifying cross-selling opportunities.

To market its products and solutions, BJY has not only established an online presence but also has actively participated in offline industry events and other events to improve its brand image and influence in the industry.

Customers and Customer Support

BJY’s Customers

BJY believes that with its robust technology infrastructure and comprehensive solution offerings, it has accumulated a loyal and diversified customer base. In the year ended June 30, 2021, BJY served a total of approximately 2404 customers. BJY’s customers operate in a broad range of industries, including but not limited to education, finance, medical services and IT.

BJY’s Customer Support

BJY endeavors to improve customer experience and drive customer satisfaction at each juncture, from on-board training to post-sale support. BJY offers service level agreements on most of its solutions, which represent BJY’s service level commitments to customers and motivate itself to meet or exceed customers’ expectations. The customer support team is staffed with experienced agents and engineers trained in technology diagnostics and engineering to offer around-the-clock customer services via phone, live chat and built-in help desk. The customer support team also monitors service quality regularly to identify issues and offer assistance. In addition, BJY offers various self-service options on its website, including helper libraries, user guides and a wide range of code samples. As the customers grow, BJY may assign them to a dedicated support team to attend to their specific needs and ensure their continued satisfaction.

Competition

BJY offers a broad range of video-centric solutions and, as a result, BJY may compete with a wide range of video-centric solution providers in China and globally. BJY believes that BJY competes favorably on the basis of robust video technology, application of advanced technologies in industry solutions, effectiveness of customer services and sales and marketing efforts, and track record and brand recognition.

The industry in which BJY operates include a number of enterprises that may or may not directly compete with BJY. BJY considers that its competitors fall into three different business lines: (i) companies that provide real time engagement services via companies’ cloud computing platform, (ii) companies that offer customized software that are installed on customer’s own cloud computing platform, and (iii) companies that provide systematic solutions to customers by integrating customized software into hardware. Some of these enterprises, including BJY’s competitors, have greater financial, technological and other resources, greater brand recognitions, larger sales and marketing budgets and larger intellectual property portfolios. As a result, certain of the competitors may be able to respond more quickly and effectively than BJY can to new or evolving opportunities, technologies, standards or customer requirements. In addition, some competitors may offer products or services that address one or a limited number of functions at lower prices, with greater depth than BJY’s solutions or in geographies where BJY does not operate. BJY expects competition to intensify in the future, with the introduction of new technologies and market entrants. Moreover, as BJY expands the scope of its solutions and services, BJY may face additional competition.

Research and Development

Since BJY’s inception, BJY believes it has internally developed substantially all core technologies underlying its video-centric solutions based on open-source software components. BJY is committed to constantly improving its technological capabilities and attracting and cultivating technology talents to stay ahead of the rapidly involving industry trends and market demands. In the year ended June 30, 2021, BJY had a stable and dedicated research and development team of approximately 243 members, whose expertise spans a broad range of related fields, from video RTC, cloud computing, CDN infrastructure, artificial intelligence and big data analytics, to operational and infrastructure maintenance. As of June 30, 2021, BJY’s research and development personnel had an average of 7 years of relevant industry experience and had been with BJY for an average of 2.4 years.

Properties

BJY’s principal executive offices are located in Beijing. In the year ended June 30, 2021, BJY leased and occupied its office space with an aggregate floor area of approximately 1,083 square meters in Beijing, BJY also maintains other leased offices in other cities in China totaling approximately 5,332 square meters. BJY leases its premises from unrelated third parties under operating lease agreements. The lease terms for all of BJY’s leased properties in the year ended June 30, 2021 ranged from one year to five years.

BJY believes its existing leased facilities are adequate for its current business operations and that additional facilities can be obtained on commercially reasonable terms to accommodate BJY’s future expansion plans.

Intellectual Property

BJY depends upon a combination of trade secret, misappropriation, copyright, trademark, computer fraud and other laws; registration of patents, copyrights and trademarks; nondisclosure, noncompetition and other contractual provisions with employees; and technical measures to protect its proprietary rights in the software, trademarks and other intellectual property.

As of June 30, 2021, BJY was the registered holder of 68 software copyrights, 24 patents, 43 domain names and 31 trademarks in China. In addition, BJY had filed 15 patent applications in China as of the same date.

Employees

As of June 30, 2021, BJY had a total of 418 employees, 149 of which were based in its principal executive offices in Beijing. As of December 31, 2021, BJY had a total of 459 employees, 164 of which were based in its principal executive offices in Beijing. The following table sets forth the breakdown of BJY’s employees on December 31, 2021 by function.

BJY values the services and contribution by its qualified personnel. BJY believes that its compensation and benefits packages are competitive within its industry. BJY offers its employees salaries, performance-based cash bonuses and other incentives. BJY makes contributions to social insurance and housing provident funds as required under PRC laws and regulations. In addition, BJY plans to provide some of its employees with share awards to align their interests more closely with BJY’s growth. To maintain the continued success, BJY has established training systems, under which BJY provides comprehensive on-board and regular continuing trainings for its employees. BJY has not experienced any major labor disputes and BJY believes that it maintains good working relationships with its employees.

BJY enters into individual employment agreements with certain of its employees to cover matters such as salaries, benefits and grounds for termination. BJY also enters into standard confidentiality and non-compete agreements with all of its full-time employees and employees that are directly involved in R&D and service provision.

Legal Proceedings

From time to time, BJY may become a party to legal or administrative proceedings arising in the ordinary course of its business. BJY is currently not a party to, and is not aware of any threat of, any legal or administrative proceedings that, in the opinion of BJY’s management, is likely to have a material adverse effect on its business, financial condition, or results of operations.

Government Regulations

Set forth below is a summary of the most significant rules and regulations that affect BJY’s business activities in China, or the rights of ListCo's shareholders to receive dividends and other distributions from ListCo after the consummation of the Merger.

Regulations Related to Foreign Investment

Investment activities in China by foreign investors are principally governed by the Catalog of Industries for Encouraging Foreign Investment (the "Encouraged Industries Catalog") and the Special Administrative Measures for Foreign Investment Access (Negative List) (Edition 2021) (the "Negative List"), which were promulgated and are amended from time to time by the Ministry of Commerce (the "MOFCOM") and the National Development and Reform Commission (the "NDRC"), and together with the PRC Foreign Investment Law (the "FIL"), and their respective implementation rules and ancillary regulations.

The Encouraged Industries Catalog and the Negative List lay out the basic framework for foreign investment in China, classifying businesses into three categories in terms of the level of participation permitted to foreign investment: "encouraged," "restricted" and "prohibited". Industries not listed in the Encouraged Industries Catalog are generally deemed as falling into a fourth category of "permitted" industries unless specifically restricted by other PRC laws. The Negative List sets forth the industries in which foreign investments are restricted or prohibited. The current effective Encouraged Industries Catalog is the 2020 version which became effective on January 27, 2021, and the 2022 version of the Encouraged Industries Catalog was released for public comments on May 10, 2022. The current effective Negative List is the 2021 version which came into force on January 1, 2022.

On March 15, 2019, the National People's Congress (the "NPC") promulgated the FIL, which became effective on January 1, 2020, and replaced the main body of laws and regulations then governing foreign investment in China. Pursuant to the FIL, "foreign investments" refer to investment activities conducted by foreign investors directly or indirectly in China, which include any of the following circumstances: (1) foreign investors setting up foreign-invested enterprises in China solely or jointly with other investors, (2) foreign investors obtaining shares, equity interests, interests in property or other similar rights and interests of enterprises within China, (3) foreign investors investing in new projects in China solely or jointly with other investors, and (4) investment by other means as specified in laws, administrative regulations, or as stipulated by the State Council.

According to the FIL, foreign investment shall enjoy pre-entry national treatment, except for those foreign invested entities that operate in industries deemed to be either "restricted" or "prohibited" in the Negative List. The FIL provides that foreign invested entities operating in "restricted" or "prohibited" industries will require entry clearance and other approvals. In particular, the Chinese government heavily regulates the internet industry, including relevant market access restrictions and limitations on foreign investment, license and permit requirements for service provides in the internet industry. Since some of the laws, regulations, and legal requirements with respect to the internet are relatively new and evolving, their interpretation and enforcement involve significant uncertainties.

On December 26, 2019, the State Council promulgated the Implementing Rules of the Foreign Investment Law, which became effective on January 1, 2020. The implementation rules further clarified that the state encourages and promotes foreign investment, protects the lawful rights and interests of foreign investors, regulates foreign investment administration, continues to optimize foreign investment environment, and advances a higher-level of openness.

On December 30, 2019, MOFCOM and the State Administration for Market Regulation (the "SAMR") jointly promulgated the Measures for Information Reporting on Foreign Investment, which became effective on January 1, 2020. Pursuant to the Measures for Information Reporting on Foreign Investment, where a foreign investor carries out investment activities in China directly or indirectly, the foreign investor or the foreign-invested enterprise shall submit information relating to the investment to the competent commerce department.

Regulations Related to Value-Added Telecommunications Services

The Telecommunications Regulations of the PRC (the "Telecom Regulations"), which was promulgated by the State Council on September 25, 2000, and most recently amended on February 6, 2016, provides the regulatory framework for telecommunications service providers in China. The Telecom Regulations classifies telecommunications services into basic telecommunications services and value-added telecommunications services. Providers of value-added telecommunications services are required to obtain a license prior to commencing operations from the MIIT or its provincial level counterparts. According to the Catalog of Telecommunications Services, attached to the Telecom Regulations and most recently amended by the MIIT on June 6, 2019, information services provided via public communication network or the internet are value-added telecommunications services.

On March 5, 2009, the MIIT issued the Measures on the Administration of Telecommunications Business Operating Permits (the “Telecom License Measures”), which was amended on July 3, 2017, effective on September 1, 2017, to supplement the Telecom Regulations. The Telecom License Measures provide that there are two types of telecommunications operating licenses in China, one for basic telecommunication services and one for value-added telecommunications services. A distinction is also made to licenses for value-added telecommunications services (the “VAT License”) as to whether a license is granted for “intra-provincial” or “trans-regional” (inter-provincial) activities. An appendix to each license granted will detail the permitted activities of the enterprise to which it was granted. An approved telecommunication services operator must conduct its business in accordance with the specifications recorded in its telecommunication license.

The Provisions on the Administration of Foreign Invested Telecommunications Enterprises, (the “FITE Regulations”) promulgated by the State Council on December 11, 2001, and most recently amended on March 29, 2022, effective on May 1, 2022, requires that in general, the foreign party to a foreign-invested telecommunications enterprise (“FITE”) engaging in value-added telecommunications services may hold up to 50% of the equity of the FITE, of which the geographical area it may conduct telecommunications services is provided by the MIIT in accordance with relevant provisions as mentioned above.

On June 30, 2016, the MIIT issued an Announcement of the Ministry of Industry and Information Technology on Issues Concerning the Provision of Telecommunication Services in Mainland China by Service Providers from Hong Kong and Macau (the “MIIT Announcement”), which provides that investors from Hong Kong and Macau may hold no more than 50% of the equity in FITEs engaging in certain specified categories of value-added telecommunications services.

On July 13, 2016, the MIIT issued the Notice of the Ministry of Information Industry on Intensifying the Administration of Foreign Investment in Value-added Telecommunications Services (the “MIIT Notice”), which reiterates certain provisions of the FITE Regulations. In addition to the provisions stated in FITE Regulations, the MIIT Notice further provides that a domestic company that holds a value-added telecommunication license is prohibited from leasing, transferring, or selling the value-added telecommunication license to foreign investors in any form, and from providing any assistance, including providing resources, sites or facilities, to foreign investors to conduct value-added telecommunications businesses illegally in China. The MIIT Notice also requires each value-added telecommunication license holder to have appropriate facilities for its approved business operations and to maintain such facilities in the regions covered by its license, and specifically, with regard to the domain names and trademarks, the MIIT Notice required that trademarks and domain names that are used in the provision of internet content services must be owned by the ICP License holder or its shareholders.

Due to a lack of interpretative materials from the relevant PRC governmental authorities, there are uncertainties regarding whether PRC governmental authorities would consider BJY’s corporate structure and contractual arrangements to constitute foreign ownership of a value-added telecommunications business. In order to comply with PRC regulatory requirements, BJY operates a significant portion of its business through its VIE, with which BJY has contractual relationships but in which BJY does not have an actual ownership interest. If BJY’s current ownership structure is found to be in violation of current or future PRC laws, rules, or regulations regarding the legality of foreign investment in the PRC internet sector, BJY could be subject to severe penalties.

Regulations Related to Internet Information Services

The Administrative Measures on Internet Information Services (the “Internet Content Measures”), which was promulgated by the State Council on September 25, 2000, and amended on January 8, 2011, set out guidelines on the provision of internet information services. The Internet Content Measures classify internet information services into commercial internet information services and non-commercial internet information services, and commercial internet information services refer to services that provide information or services to internet users with charge. A provider of commercial internet information services must obtain an internet content provider license (the “ICP License”), and prior to the application for such ICP License from the MIIT or its local branch at the provincial or municipal level, entities providing online information services regarding news, publishing, education, medicine, health, pharmaceuticals, and medical equipment must procure the consent of the national authorities responsible for such areas.

In addition to the approval and license requirements, various ministries and agencies in the PRC, including the MIIT, the News Office of the State Council, the Ministry of Culture and Tourism and the General Administration of Press and Publication, have promulgated multiple measures relating to internet content, all of which specifically prohibit internet activities that result in the dissemination of any content that infringes the legal rights of others, is found to contain pornography, promote gambling or violence, instigate crimes, undermine public morality or the cultural traditions of the PRC, or compromise State security or secrets. For example, the Internet Content Measures specify a list of prohibited content. Internet information providers are prohibited from producing, copying, publishing, or distributing information that is humiliating or defamatory to others or that infringes the legal rights of others. Internet information providers that violate these measures may face criminal charges or administrative sanctions, such as fines, revoking any relevant business operation licenses. Internet information providers must monitor and control the information posted on their websites. If any prohibited content is found, they must remove the content immediately, keep a record of such content and report to the relevant authorities. On December 15, 2019, CAC promulgated the Provisions on Ecological Governance of Network Information Content, which became effective on March 1, 2020, to further regulate the network information and content.

Regulation on Information Security and Censorship

The SCNPC enacted the Decisions on the Maintenance of Internet Security on December 28, 2000, which was amended on August 27, 2009. Such decision makes it unlawful to: (1) gain improper entry into a computer or system of strategic importance; (2) disseminate politically disruptive information; (3) leak state secrets; (4) spread false commercial information; or (5) infringe intellectual property rights. The Ministry of Public Security has promulgated measures as below that prohibit the use of the internet in ways which, among other things, result in a leakage of state secrets or distribution of socially destabilizing content. The Ministry of Public Security has supervision and inspection rights in this regard.

On December 16, 1997, the Ministry of Public Security issued the Administration Measures on the Security Protection of Computer Information Network with International Connections which was amended on January 8, 2011. Such administration measures prohibit using the internet to leak state secrets or to spread socially destabilizing materials. If any operating license holder violates these measures, the PRC government may revoke its operating license and shut down its websites. Pursuant to the Ninth Amendment to the Criminal Law issued by the SCNPC on August 29, 2015 and becoming effective on November 1, 2015, any internet services provider that fails to fulfill the obligations related to internet information security administration as required by applicable laws and refuses to rectify upon orders, will be subject to criminal liability for (1) any dissemination of illegal information in large scale, (2) any severe effect due to the leakage of the client’s information, (3) any serious loss of evidence of criminal activities or (4) other severe situations, and any individual or entity that (a) sells or provides personal information to others unlawfully or (b) steals or illegally obtains any personal information, will be subject to criminal liability in severe situations.

The Provisions on Technological Measures for Internet Security Protection (the “Internet Security Protection Measures”) promulgated on December 13, 2005 by the Ministry of Public Security require all internet services providers to keep records of certain information about their users (including user registration information, log-in and log-out time, IP address, content and time of posts by users) for at least 60 days and submit the above information as required by laws and regulations. Under these measures, value-added telecommunications services license holders must regularly update information security and content control systems for their websites and must also report any public dissemination of prohibited content to local public security authorities. If a value-added telecommunications services license holder violates these measures, the Ministry of Public Security and the local security bureaus may revoke its operating license and shut down its websites.

The Communication Network Security Protection Administrative Measures, which were promulgated by the MIIT on January 21, 2010, require that all communication network operators, including telecommunications service providers and Internet domain name service providers, divide their own communication networks into units. These communication network units shall be rated in accordance with degree of damage to national security, economic operation, social order, and public interest in the event a unit is damaged. Communication network operators must file the division and ratings of their communication networks with the MIIT or its local counterparts. If a communication network operator violates these measures, the MIIT or its local counterparts may order rectification or impose a fine up to RMB30,000 in case a violation is not duly rectified.

On November 7, 2016, the SCNPC promulgated the PRC Cybersecurity Law, which took effect on June 1, 2017. The PRC Cybersecurity Law applies to the construction, operation, maintenance, and use of networks as well as the supervision and administration of internet security in the PRC. The PRC Cybersecurity Law defines “networks” as systems that are composed of computers or other information terminals and relevant facilities used for the purpose of collecting, storing, transmitting, exchanging, and processing information in accordance with certain rules and procedures. “Network operators,” who are broadly defined as owners and administrator of networks and network service providers, shall meet their cybersecurity obligations and take technical measures and other necessary measures to protect the safety and stability of their networks. Under the Cybersecurity Law, network operators are subject to various security protection-related obligations, including:

In December 2021, the CAC and several other administrations jointly promulgated the Review Measures which became effective on February 15, 2022. According to the Review Measures, to the extent the purchase of network products and services by a critical information infrastructure operator or the data processing activities conducted by a “network platform operator” affect or may affect national security, a cybersecurity review shall be conducted pursuant to the Review Measures. The Review Measures also expand the cybersecurity review to “internet platform operators” in possession of personal information of over one million users if such operators intend to list their securities “in a foreign country”. Furthermore, relevant governmental authorities in the PRC may initiate cybersecurity review if they determine an operator’s network products or services or data processing activities “affect or may affect national security”. Since the Review Measures are relatively new, significant uncertainties exist in relation to their interpretation and implementation. Additionally, the Review Measures do not provide the exact scope of “network platform operator” or the circumstances that would “affect or may affect national security”.

In addition, on November 14, 2021, the CAC released the consultation draft of the Network Data Security Management Regulations for public comment. According to the Network Data Security Management Regulations, data processors shall apply for a cybersecurity review when carrying out the following activities: (i) a merger, reorganization or separation of internet platform operators that have acquired a large number of data resources related to national security, economic development or public interests, which affect or may affect national security; (ii) data processors that handle personal information of more than one million people contemplating to list its securities on a foreign stock exchange; (iii) data processors contemplating to list its securities on a stock exchange in Hong Kong, which affects or may affect national security; and (iv) other data processing activities that affect or may affect national security. Among others, it further requires that a data processor who processes important data or who is listed overseas shall complete an annual data security assessment either self-conducted or conducted by a data security service organization engaged, and before January 31 of each year, submit the annual data security assessment report of the previous year to the local cyberspace affairs administration department. As of the date of this proxy statement, the Network Data Security Management Regulations was released for public comment only, and no interpretation or implementation rules for this proposed regulation have been issued by the CAC or any other PRC regulatory authorities. It remains uncertain when the Network Data Security Management Regulations will be adopted and become effective and whether it will be adopted as it was initial proposed.

On November 15, 2018, the Cyberspace Administration issued the Provisions on Security Assessment of the Internet Information Services with Public Opinion Attributes or Social Mobilization Capacity, which came into effect on November 30, 2018. The provisions require internet information providers to conduct security assessments on their internet information services if their services include forums, blogs, microblogs, chat rooms, communication groups, public accounts, short-form videos, online live-streaming, information sharing, mini programs or other functions that provide channels for the public to express opinions or have the capability of mobilizing the public to engage in specific activities. Internet information providers must conduct self-assessment on, among other things, the legality of new technology involved in the services and the effectiveness of security risk prevention measures and file the assessment report with the local competent cyberspace administration authority and public security authority.

Internet security in China is also regulated and restricted from a national security standpoint. On July 1, 2015, the SCNPC promulgated the new National Security Law, which took effect on the same date and replaced the former National Security Law promulgated in 1993. According to the new National Security Law, the state shall ensure that the information system and data in important areas are secure and controllable. In addition, according to the new National Security Law, the state shall establish national security review and supervision institutions and mechanisms and conduct national security reviews of key technologies and IT products and services that affect or may affect national security. There are uncertainties on how the new National Security Law will be implemented in practice.

Regulation on Privacy Protection

On December 28, 2012, the SCNPC enacted the Decision to Enhance the Protection of Network Information (the “Information Protection Decision”) to enhance the protection of user personal information in electronic form. The Information Protection Decision provides that internet services providers must expressly inform their users of the purpose, manner and scope of the internet services providers’ collection and use of user personal information, publish the internet services providers’ standards for their collection and use of user personal information, and collect and use user personal information only with the consent of the users and only within the scope of such consent. The Information Protection Decision also mandates that internet services providers and their employees must keep strictly confidential user personal information that they collect, and that internet services providers must take such technical and other measures as are necessary to safeguard the information against disclosure.

On July 16, 2013, the MIIT issued the Order for the Protection of Telecommunication and Internet User Personal Information (the “Order”). Most of the requirements under the Order that are relevant to internet services providers are consistent with the requirements already established under the MIIT provisions discussed above, except that under the Order the requirements are often stricter and have a wider scope. If an internet services provider wishes to collect or use personal information, it may do so only if such collection is necessary for the services it provides. Further, it must disclose to its users the purpose, method, and scope of any such collection or use, and must obtain consent from the users whose information is being collected or used. Internet services providers are also required to establish and publish their protocols relating to personal information collection or use, keep any collected information strictly confidential, and take technological and other measures to maintain the security of such information. Internet services providers are also required to cease any collection or use of the user personal information, and de-register the relevant user account, when a given user stops using the relevant internet service. Internet services providers are further prohibited from divulging, distorting, or destroying any such personal information, or selling or providing such information unlawfully to other parties. The Order states, in broad terms, that violators may face warnings, fines, and disclosure to the public and, in the most severe cases, criminal liability.

On January 5, 2015, the State Administration for Industry and Commerce (“SAIC”) promulgated the Measures on Punishment for Infringement of Consumer Rights, which was most amended on October 23, 2020, pursuant to which business operators collecting and using personal information of consumers must comply with the principles of legitimacy, propriety and necessity, specify the purpose, method and scope of collection and use of the information, and obtain the consent of the consumers whose personal information is to be collected. Business operators may not (1) collect or use personal information of consumers without their consent, (2) unlawfully divulge, sell, or provide personal information of consumers to others or (3) send commercial information to consumers without their consent or request, or when a consumer has explicitly declined to receive such information.

Regulations Related to Intellectual Property Rights

Trademarks

On August 23, 1982, the SCNPC promulgated the Trademark Law of the PRC (the “Trademark Law”), which was amended in 1993, 2001, 2013 and 2019. The Implementation Regulation for the Trademark Law promulgated by the State Council came into effect on September 15, 2002 and was further amended on April 29, 2014.

Under the Trademark Law and the implementing regulation, the Trademark Office of the State Administration for Market Regulation, or the Trademark Office, is responsible for the registration and administration of trademarks. The Trademark Office handles trademark registrations. As with patents, China has adopted a “first-to-file” principle for trademark registration. If two or more applicants apply for registration of identical or similar trademarks for the same or similar commodities, the application that was filed first will receive preliminary approval and will be publicly announced. Registered trademarks are valid for ten years from the date the registration is approved. A registrant may apply to renew a registration within 12 months before the expiration date of the registration. If the registrant fails to apply in a timely manner, a grace period of six additional months may be granted. If the registrant fails to apply before the grace period expires, the registered trademark shall be deregistered. Renewed registrations are valid for ten years.

In addition to the above, the SAIC has established a Trademark Review and Adjudication Board for resolving trademark disputes. According to the Trademark Law, within three months since the date of the announcement of a preliminarily validated trademark, if a titleholder is of the view that is such trademark in application is identical or similar to its registered trademark for the same type of commodities or similar commodities which violates relevant provisions of the Trademark Law, such titleholder may raise an objection to the Trademark Office within the aforesaid period. In such event, the Trademark Office shall consider the facts and grounds submitted by both the dissenting party and the party being challenged and shall decide on whether the registration is allowed within 12 months upon the expiration of the announcement after investigation and verification and notify the dissenting party and the person challenged in writing.

Patents

The National People’s Congress adopted the Patent Law of the People’s Republic of China in 1984 and amended it in 1992, 2000, 2008 and 2020 respectively, with the latest amendment coming into effect on June 1, 2021.

A patentable invention, utility model or design must meet three conditions: novelty, inventiveness, and practical applicability. Patents cannot be granted for scientific discoveries, rules and methods for intellectual activities, methods used to diagnose or treat diseases, animal and plant breeds or substances obtained by means of nuclear transformation. The Patent Office under the State Intellectual Property Office is responsible for receiving, examining, and approving patent applications. A patent is valid for a twenty-year term for an invention, a ten-year term for a utility model and a fifteen-year term for a design, starting from the application date. Except under certain specific circumstances provided by law, any third-party user must obtain consent or a proper license from the patent owner to use the patent, or else the use will constitute an infringement of the rights of the patent holder.

Copyrights

On September 7, 1990, the SCNPC promulgated the Copyright Law, which took effect on June 1, 1991, and was amended in 2001, 2010 and 2020, with the latest amendment coming into effect on June 1, 2021. The amended Copyright Law extends copyright protection to internet activities, products disseminated over the internet and software products. In addition, there is a voluntary registration system administered by the China Copyright Protection Center.

In order to further implement the Computer Software Protection Regulations promulgated by the State Council on June 4, 1991, and amended on January 30, 2013, the National Copyright Administration (“NCA”) issued the Computer Software Copyright Registration Procedures on April 6, 1992, and amended on February 20, 2002, which specify detailed procedures and requirements with respect to the registration of software copyrights. The China Copyright Protection Center shall grant registration certificates to the computer software copyrights applicants which meet the requirements of both the software copyright registration procedures and the computer software protection regulations.

Domain Names

The MIIT promulgated the Measures on Administration of Internet Domain Names (the “Domain Name Measures”), on August 24, 2017, which took effect on November 1, 2017, and replaced the Administrative Measures on China Internet Domain Name promulgated by MIIT on November 5, 2004. According to the Domain Name Measures, the MIIT is in charge of the administration of PRC internet domain names. The domain name registration follows a first-to-file principle. Applicants for registration of domain names shall provide the true, accurate and complete information of their identifications to domain name registration service institutions. The applicants will become the holder of such domain names upon the completion of the registration procedure.

Regulations Related to Foreign Exchange

Under the Foreign Currency Administration Rules of the PRC promulgated by the State Council on January 29, 1996, and amended on August 5, 2008, and various regulations issued by the SAFE, and other relevant PRC government authorities, Renminbi is convertible into other currencies for current account items, such as trade-related receipts and payments and payment of interest and dividends. The conversion of Renminbi into other currencies and remittance of the converted foreign currency outside the PRC for of capital account items, such as direct equity investments, loans, and repatriation of investment, requires the prior approval from the SAFE or its local office. Payments for transactions that take place within the PRC must be made in Renminbi. Unless otherwise approved, PRC companies may not repatriate foreign currency payments received from abroad or retain the same abroad. FIEs may retain foreign exchange in accounts with designated foreign exchange banks under the current account items subject to a cap set by the SAFE or its local office. Foreign exchange proceeds under the current accounts may be either retained or sold to a financial institution engaged in settlement and sale of foreign exchange pursuant to relevant SAFE rules and regulations. For foreign exchange proceeds under the capital accounts, approval from the SAFE is generally required for the retention or sale of such proceeds to a financial institution engaged in settlement and sale of foreign exchange.

Pursuant to the Circular of the SAFE on Further Improving and Adjusting Foreign Exchange Administration Policies for Direct Investment (“Circular 59”) promulgated by SAFE on November 19, 2012, which became effective on December 17, 2012 and was further amended on May 4, 2015 and October 10, 2018, approval is not required for opening a foreign exchange account and depositing foreign exchange into the accounts relating to the direct investments. Circular 59 also simplified foreign exchange-related registration required for the foreign investors to acquire the equity interests of PRC companies and further improve the administration on foreign exchange settlement for FIEs.

The SAFE promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents in May 2013, as amended, which specifies that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC shall be conducted by way of registration and banks shall process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches. On February 13, 2015, the SAFE promulgated the Circular on Simplifying and Improving the Foreign Currency Management Policy on Direct Investment (“Circular 13”), effective from June 1, 2015, which cancels the administrative approvals of foreign exchange registration of foreign direct investment and overseas direct investment. In addition, Circular 13 simplifies the procedure of foreign exchange-related registration, under which investors shall register with banks for foreign direct investment and overseas direct investment.

Regulations on Dividend Distribution

The principal laws and regulations regulating the dividend distribution of dividends by FIEs in the PRC include the Company Law of the PRC, as recently amended in 2018 and Foreign Investment Law promulgated by SCNPC on March 15, 2019, and recently came into effect on January 1, 2020, and its implementation regulations that took effect the same day.

Under the current regulatory regime in the PRC, FIEs in the PRC may pay dividends only out of their retained earnings, if any, determined in accordance with PRC accounting standards and regulations. A PRC company is required to set aside as statutory reserve funds at least 10% of its after- tax profit, until the cumulative amount of such reserve funds reaches 50% of its registered capital unless laws regarding foreign investment provide otherwise. A PRC company shall not distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year. In addition, failure to comply with the registration procedures set forth in SAFE Circular 37 may result in bans on the foreign exchange activities of the relevant onshore company, including the payment of dividends and other distributions to its offshore parent or affiliates.

Regulations on Taxation

Enterprise Income Tax

On March 16, 2007, the SCNPC promulgated the Law of the PRC on Enterprise Income Tax, which was recently amended on December 29, 2018, and on December 6, 2007, the State Council enacted the Regulations for the Implementation of the Law on Enterprise Income Tax, collectively, the EIT Law, which was recently amended on April 23, 2019. Under the EIT Law, both resident enterprises and non-resident enterprises are subject to tax in the PRC. Resident enterprises are defined as enterprises that are established in China in accordance with PRC laws, or that are established in accordance with the laws of foreign countries but are actually or in effect controlled from within the PRC. Non-resident enterprises are defined as enterprises that are organized under the laws of foreign countries and whose actual management is conducted outside the PRC, but have established institutions or premises in the PRC, or have no such established institutions or premises but have income generated from inside the PRC. Under the EIT Law and relevant implementing regulations, a uniform corporate income tax rate of 25% is applied. However, if non-resident enterprises have not formed permanent establishments or premises in the PRC, or if they have formed permanent establishment or premises in the PRC but there is no actual relationship between the relevant income derived in the PRC and the established institutions or premises set up by them, enterprise income tax is set at the rate of 20% with respect to their income sourced from inside the PRC.

Withholding Tax

The EIT Law provides that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident enterprise investors which do not have an establishment or place of business in the PRC, or which have such establishment or place of business, but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC.

Pursuant to an Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income (the “Double Tax Avoidance Arrangement”) promulgated by the SAT on August 21, 2006, and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%. However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties issued on February 20, 2009 by the SAT, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment.

Value-added Tax

The Provisional Regulations of the PRC on Value-added Tax (the “VAT Regulations”) were promulgated by the State Council on December 13, 1993 and were most recently amended on November 19, 2017. The Detailed Rules for the Implementation of the Provisional Regulations of the PRC on Value-added Tax (Revised in 2011) were promulgated by the Ministry of Finance (“MOF”) on December 25, 1993 and amended on October 28, 2011 (collectively with the VAT Regulations, the “VAT Law”). According to the VAT Law, all enterprises and individuals engaged in the sale of goods, the provision of processing, repair and replacement services, and the importation of goods within the territory of the PRC must pay value-added tax. For taxpayers providing value-added telecommunication services, a rate of 6% applies, according to the Notice on Fully Promoting the Pilot Plan for Replacing Business Tax by Value-Added Tax, which was jointly promulgated by the MOF and the SAT on March 23, 2016 and became effective on May 1, 2016.

On April 4, 2018, the MOF and the SAT issued the Notice on Adjustment of VAT Rates, which came into effect on May 1, 2018. According to the notice, the taxable goods previously subject to VAT rates of 17% and 11% become subject to lower VAT rates of 16% and 10% starting from May 1, 2018.

Regulations on Employment

Labor Law and Labor Contract Law

The Labor Law, which was promulgated on July 5, 1994, and most recently amended on December 29, 2018, and the Labor Contract Law of the PRC (the “Labor Contract Law”) which took effect on January 1, 2008 and was amended on December 28, 2012, are primarily regulating rights and obligations of employer and employee relationships, including the establishment, performance and termination of labor contracts. Pursuant to the Labor Contract Law, labor contracts shall be concluded in writing if labor relationships are to be or have been established between employers and the employees. Employers are prohibited from forcing employees to work above certain time limit and employers shall pay employees for overtime work in accordance with national regulations. In addition, employee wages shall be no lower than local standards on minimum wages and shall be paid to employees timely. Violations of the Labor Contract Law and the Labor Law may result in the imposition of fines and other administrative and criminal liability in the case of serious violations.

Regulations on Social Insurance and Housing Fund

Under the Social Insurance Law of the PRC that was promulgated by the SCNPC on October 28, 2010, came into force as of July 1, 2011 and recently amended on December 29, 2018 and the Interim Regulations on the Collection and Payment of Social Insurance Premiums that was promulgated by the State Council on January 22, 1999 and was amended recently on March 24, 2019, employers are required to pay basic endowment insurance, unemployment insurance, basic medical insurance, employment injury insurance, maternity insurance and other social insurance for its employees at specified percentages of the salaries of the employees, up to a maximum amount specified by the local government regulations from time to time. Where an employer fails to fully pay social insurance premiums, relevant social insurance collection agency shall order it to make up for any shortfall within a prescribed time limit and may impose a late payment fee at the rate of 0.05% per day of the outstanding amount from the due date. If such employer still fails to make up for the shortfalls within the prescribed time limit, the relevant administrative authorities shall impose a fine of one to three times the outstanding amount upon such employer.

In accordance with the Regulations on the Management of Housing Fund which was promulgated by the State Council in 1999 and amended in 2002 and 2019, employers must register at the designated administrative centers and open bank accounts for depositing employees’ housing funds. Employer and employee are also required to pay and deposit housing funds, with an amount no less than 5% of the monthly average salary of the employee in the preceding year in full and on time.

Regulations on Employee Share Incentive Plans

Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. In addition, pursuant to the Notice of Issues Related to the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Listed Company (“SAFE Circular 7”), which was issued by the SAFE on February 15, 2012, employees, directors, supervisors, and other senior management participating in any share incentive plan of an overseas publicly-listed company who are PRC citizens or who are non-PRC citizens residing in China for a continuous period of not less than one year, subject to a few exceptions, are required to register with SAFE through a domestic agency as regulated in SAFE Circular 7.

In addition, the SAT has issued certain circulars concerning employee stock options and restricted shares, including the Circular on Issues Concerning the Individual Income Tax on Share-option Incentives (“Circular 461”) which was promulgated and took effect on August 24, 2009. Under Circular 461 and other relevant laws and regulations, employees working in the PRC who exercise stock options or are granted restricted shares will be subject to PRC individual income tax. The PRC subsidiaries of an overseas listed company are required to file documents related to employee stock options and restricted shares with relevant tax authorities and to withhold individual income taxes of employees who exercise their stock option or purchase restricted shares. If the employees fail to pay or the PRC subsidiaries fail to withhold income tax in accordance with relevant laws and regulations, the PRC subsidiary may face sanctions imposed by the tax authorities or other PRC governmental authorities.

Regulations Related to Mergers and Acquisitions

M&A Rules

On August 8, 2006, six PRC governmental and regulatory agencies, including MOFCOM and CSRC, promulgated the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), governing the mergers and acquisitions of domestic enterprises by foreign investors that became effective on September 8, 2006, and was revised on June 22, 2009. The M&A Rules requires that an offshore special vehicle, or a special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the PRC companies or individuals, shall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicle's securities on an overseas stock exchange. The M&A Rules also establish procedures and requirements that could make some acquisitions of PRC companies by foreign investors more time-consuming and complex, including requirements in some instances that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. In addition, the Rules on Implementation of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors issued by the Ministry of Commerce in 2011 specify that mergers and acquisitions by foreign investors that raise "national defense and security" concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise "national security" concerns are subject to strict review by the Ministry of Commerce, and prohibit any activities attempting to bypass such security review, including by structuring the transaction through a proxy or contractual control arrangement.

Regulations Related to Overseas Listings

SAFE Circular 37

Under SAFE Circular 37, PRC residents are required to register with the local SAFE branch prior to the establishment or control of an offshore special purpose vehicle, or the SPV, which is defined as offshore enterprises directly established or indirectly controlled by PRC residents for offshore equity financing of the enterprise assets or interests they hold in China. An amendment to registration or subsequent filing with the local SAFE branch by such PRC resident is also required if there is any change in basic information of the offshore company or any material change with respect to the capital of the offshore company. At the same time, the SAFE has issued the Operation Guidance for the Issues Concerning Foreign Exchange Administration over Round-trip Investment regarding the procedures for SAFE registration under SAFE Circular 37, which became effective on July 4, 2014 as an attachment of SAFE Circular 37.

Under the relevant rules, failure to comply with the registration procedures set forth in SAFE Circular 37 may result in bans on the foreign exchange activities of the relevant onshore company, including the payment of dividends and other distributions to its offshore parent or affiliates, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations.

Potential CSRC Approval

On December 24, 2021, the CSRC published the draft Regulations of the State Council on the Administration of Overseas Issuance and Listing of Securities by Domestic Companies (Draft for Comments) (the “Administrative Provisions”), and the draft Measures for the Record-Filing of Overseas Issuance and Listing of Securities by Domestic Companies (Draft for Comments) (the “Filing Measures”, and collectively, the “Draft Overseas Listing Regulations”) for public comments, which set out the new regulatory requirements and filing procedures for domestic companies seeking direct or indirect listing in overseas markets.

The Draft Overseas Listing Regulations, among others, lay out specific requirements for filing. In addition, it stipulates that domestic companies that seek to offer and list securities in overseas markets shall strictly comply with laws, regulations and relevant provisions concerning national security in spheres of foreign investment, cybersecurity, and data security, and earnestly fulfill their obligations to protect national security. Domestic companies seeking to list abroad must carry out relevant security review procedures if their businesses involve such supervision. Moreover, an overseas offering and listing is prohibited under circumstances if (i) it is prohibited by PRC laws, (ii) it may constitute a threat to or endanger national security as reviewed and determined by competent PRC authorities, (iii) it has material ownership disputes over equity, major assets, or core technology, (iv) in past three years, the Chinese operating entities, and their controlling shareholders or actual controllers have committed relevant prescribed criminal offenses or are under investigations for suspicion of criminal offenses or major violations, (v) the directors, supervisors, or senior executives have been subject to administrative punishment for severe violations, or are under investigations for suspicion of criminal offenses or major violations, or (vi) it has other circumstances as prescribed by the State Council.

The Draft Overseas Listing Regulations further stipulate that a fine between RMB 1 million and RMB 10 million may be imposed if an applicant fails to fulfill the filing requirements with the CSRC or conducts an overseas offering or listing in violation of the Draft Overseas Listing Regulations, and in cases of severe violations, a parallel order to suspend relevant businesses or halt operations for rectification may be issued, and relevant business permits or operational license revoked.

DIRECTORS AND EXECUTIVE OFFICERS

The following table provides certain information about those persons who are expected to serve as directors and executive officers of ListCo upon the consummation of the Merger. The board of directors and the senior management team of the combined company will be reconstituted to reflect the appointment or retention of such persons listed below effective upon the consummation of the Merger.

Mr. Gangjiang Li is the founder of BJY and has served as the chairman of the board of directors of BaiJiaYun Group Co., Ltd. (formerly known as Beijing Baijia Shilian Technology Limited) since its inception. Mr. Li has served as the chairman of Saimeite Technology Co. Ltd, an industrial intelligent manufacturing system supplier, since December 2020. From August 2014 to May 2017, Mr. Li served as the co-founder and chief technology officer at Gaotu Techedu Inc. (NYSE: GOTU) (formerly named as GSX Techedu Inc.), a Chinese online education platform that allows its users to search for courses related to various fields and subjects. Prior to that, he was the R&D head of Google China from April 2007 to October 2011 where he was responsible for AI research and development, as well as the R&D head of Intel China Ltd. Shanghai Branch from April 2003 to January 2007 where he focused on product design and development. In addition, Mr. Li served as a R&D engineer of Microsoft Group from July 2001 to March 2003, responsible for product research and development. Mr. Li earned his bachelor’s degree and master’s degree in computer science and technology in 1998 and 2000 respectively, both from Tsinghua University. He also received an EMBA degree from China Europe International Business School in 2019.

Mr. Yi Ma has served as the chief executive officer at BaiJiaYun Group Co., Ltd. since December 2018. From September 2009 to December 2018, Mr. Ma served as the chief technology officer at Beijing Sohu Internet Information Service Co., Ltd. (NYSE: SOHU). He also served as a R&D engineer of Kuliu (Beijing) Information Technology Co., Ltd., responsible for product research and development from July 2007 to August 2009. Prior to that, Mr. Ma served as a senior engineer of Beijing Sohu Internet Information Service Co., Ltd. (NYSE: SOHU) from July 2004 to July 2007, responsible for product design and development. In addition, Mr. Ma served as an engineer of Beijing Ccidnet Information Technology Co., Ltd. from July 2001 to June 2004. Mr. Ma also worked in Beijing No. 131 Middle School as a math teacher from August 1999 to June 2001. He received a bachelor’s degree in material science from China University of Geoscience in 1999 and an EMBA degree from Tsinghua University in 2018.

Mr. Chun Liu has served as an independent non-executive director of DL Holding Group Limited, a company listed on the Main Board of the Stock Exchange of Hong Kong Stock Limited (Stock Code: 1709) since April 2020. Mr. Liu also currently serves, and has served, as the senior vice president of Phoenix New Media Ltd, a company listed by way of American depositary shares on the New York Stock Exchange (Symbol: FENG) since 2018. In addition, Mr. Liu served as a director and the chief cultural officer of Zhongnanhong Cultural Group Co., Ltd. a company listed on the SME board of the Shenzhen Stock Exchange and the president of its subsidiary, Jiangsu Zhongnan Film Co., Ltd., from 2015 to 2018. Mr. Liu has served as an independent director of Vipshop Holding Limited, a company listed by way of American depositary shares on the New York Stock Exchange (Symbol: VIPS) since 2013. Prior to that, he was a vice president of Sohu.com Limited, a company listed by way of American depositary shares on the NASDAQ Stock Market (Symbol: SOHU) from 2011 to 2013. From 2000 to 2011, Mr. Liu worked at Phoenix Satellite Television Holdings Ltd, with his last position being the executive director of Phoenix Chinese TV. Mr. Liu also served as an executive producer of China Central Television from 1994 to 2000. He received a bachelor’s degree in Chinese from the Anhui Normal University in 1987 and a master’s degree in television media from the Communication University of China in 1994, as well as an EMBA degree from Cheung Kong Graduate School of Business in 2009.

Mr. Erlu Lin currently serves as a managing partner of Decent Capital, leading the management and investment business of the fund platform with a management scale of up to RMB 3 billion. Prior to Decent Capital, Mr. Lin was the vice president and director of Lalami Information Technology Company from March 2021 to August 2022, a Chinese beauty e-commerce company, where he led the IPO project. From 2013 to 2020, Mr. Lin served as a director of Forebright Capital (formerly the direct investment department of Everbright Holdings (0165.HK)), where his investment areas focused on technology and finance, and he invested in several post-IPO projects, including Ming Yuan Cloud (Stock Code: 0909.HK). In addition, Mr. Lin served as an investment manager at Far East Horizon (Stock Code: 3360.HK) for equity and bond investment work. Mr. Lin also worked as an investment analyst at Ernst & Young and D. E. Shaw Group from 2009 to 2011. Mr. Lin obtained a bachelor’s degree in statistics from Sun Yat-sen University in 2006 and a master’s degree in actuarial science from Hong Kong University in 2008, as well as an EMBA degree from China Europe International Business School in 2019.

Mr. Lei Yan has served as the chief executive officer and chairman of the Board of Fuwei since July 2020. Mr. Yan has been the president of Shanghai Meicheng Enterprise Management Co., Ltd., since January 2020, where he is responsible for overall business management. Since April 2019, Mr. Yan has served as the director and president of Shandong Shengjia Industrial Park Management Co., Ltd., where he oversees business management. In addition, he has been the vice president of Shandong Hualong Group Co., Ltd. since 2013, where he was in charge of business administration and market expansion. He was also the director of marketing of Shandong Hualong from 2008 to 2013. From 2003 to 2008, he served as marketing manager, marketing salesman of the marketing department for Shandong Hualong. Mr. Yan graduated from the Hubei University of Economics in 2003, where his major was accounting computerization. He also studied business management at the China University of Petroleum from 2008 to 2010 for his undergraduate course and business administration for his master’s course at Korea Daebul University in South Korea.

ListCo is expected to maintain three committees under the board of directors following the consummation of the Merger: an audit committee, a compensation committee, and a nominating and corporate governance committee.

Audit Committee. ListCo’s audit committee is expected to consist of Mr. Chun Liu and Mr. Erlu Lin. Mr. Erlu Lin is expected to be the chairperson of ListCo’s audit committee.

Compensation Committee. ListCo’s compensation committee is expected to consist of Mr. Gangjiang Li and Mr. Chun Liu. Mr. Gangjiang Li is expected to be the chairperson of ListCo’s compensation committee.

Nominating and Corporate Governance Committee. ListCo’s nominating and corporate governance committee is expected to consist of Mr. Yi Ma and Mr. Erlu Lin. Mr. Yi Ma is expected to be the chairperson of ListCo’s nominating and corporate governance committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of ListCo

The following table sets forth information regarding the beneficial ownership of ListCo’s ordinary shares as of the date of this proxy statement by:

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, all persons identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Security Ownership of BJY

The following table sets forth information with respect to beneficial ownership of BJY Ordinary Shares as of the date of this proxy statement by:

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The table below, including all percentages of voting power, also assumes (a) each warrant to subscribe for BJY Ordinary Shares and BJY Preferred Shares issued and outstanding as of the date of this proxy statement is exercised in full, and (b) each outstanding BJY Preferred Share as of the date of this proxy statement is converted into one BJY Ordinary Share. Unless otherwise indicated, all persons identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

BJY is in the process of discussing with certain potential investors regarding a potential private investment in public equity (“PIPE”) investment in ListCo upon or following the Closing, the terms of which are still subject to ongoing negotiation. The total number of shares to be issued by ListCo in such PIPE financing is expected to not exceed 15% of the ListCo’s total outstanding shares and shares subject to outstanding warrants immediately following the Closing (on a fully diluted and as converted basis and taking into account such PIPE financing). In addition, Mr. Gangjiang Li intends to subscribe, through entities directly or indirectly beneficially owned by him, for 20% of the shares to be issued in such PIPE financing. If the relevant parties reach an agreement regarding such PIPE financing, the Company will make any public disclosures in accordance with applicable law. See also "Risk Factors—Risks Related to the Business and Industry of BJY— BJY, or upon the consummation of the Merger, ListCo may require additional capital to support its business, and this capital might not be available on acceptable terms, if at all." for potential dilution relating to the PIPE financing.

Pro Forma Security Ownership of ListCo upon Consummation of the Merger

Subject to certain assumptions, the following table sets forth information with respect to the beneficial ownership of ListCo upon the consummation of the Merger by:

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The table below, including all percentages of ownership and voting power, also assumes each warrant to subscribe for ListCo Class A Ordinary Shares and ListCo Class B Ordinary Shares issued and outstanding immediately after the Closing that remains unexercised is exercised in full.

RELATED PARTY TRANSACTIONS

Set forth below are the related party transactions of Fuwei and BJY that occurred during the past three fiscal years up to the date of this proxy statement.

Fuwei

For description of Fuwei’s related party transactions, please refer to Fuwei’s annual report on Form 20-F for the fiscal year ended December 31, 2021 filed with the SEC on April 28, 2022.

Related Party Transactions

During the years ended June 30, 2021 and 2020, BJY, its VIE and their respective subsidiaries (the “BJY Group”) engaged in the following transactions with related parties (all amounts in US$), which generally relate to (i) provision or acquisition of goods and services to or from such related parties in the ordinary course of the BJY Group’s business or (ii) loans to and from such related parties, which are described in more detail below under “Related Party Loans”:

As of June 30, 2021 and 2020, the balances with related parties were as follows (all amounts in US$):

Since July 1, 2021, the BJY Group has continued to engage in the provision or acquisition of certain goods and services to or from Beijing Huatu and Beijing Deran in the ordinary course of the BJY Group’s business, in an aggregate amount of no more than RMB 20 million.

In May 2022, the VIE entered into a share purchase agreement with certain shareholders of Beijing Deran, a non-wholly owned subsidiary of the VIE, for the acquisition of 17.62% of the equity interest in Beijing Deran in exchange for a cash consideration of approximately RMB 5.29 million (or approximate US$0.80 million). Prior to the transaction, the VIE held 33.38% of the equity interest in Beijing Deran. In May 2022, the VIE consummated such acquisition. Through the acquisition, BJY, through its VIE, obtained 51% of the equity interest in and control over Beijing Deran. BJY currently consolidates Beijing Deran in its financial statements.

In June 2022, the VIE consummated an acquisition of 51% of the equity interest in Xinjiang BaiJiaYun Technology Co., Ltd (“Xinjiang BJY”). As of the date of this proxy statement, Xinjiang BJY has not commenced operations.

Related Party Loans

On July 1, 2021, BJY and Mr. Gangjiang Li entered into a loan agreement, pursuant to which BJY borrowed US$2.1 million for working capital needs. BJY has fully repaid this loan.

On November 11, 2021 and December 16, 2021, the VIE entered into two loan agreements with Jinan Huiyun Quantum Technology Co., Limited to borrow RMB 6 million (or approximate US$0.91 million) and RMB 2.6 million (or approximate US$0.39 million), respectively. These loans had a term of one month and was interest free. The VIE has fully repaid these loans.

On December 1, 2021 and April 1, 2022, the VIE entered into two loan agreements with Nanjing JiaShiLian Venture Capital Center (Limited Partnership), to borrow RMB 8 million (or approximate US$1.21 million) and RMB 60 million (or approximate US$9.06 million), respectively. These loans had a term of one month and was interest free. The VIE has fully repaid these loans.

On January 1, 2022, BJY and Mr. Gangjiang Li entered into a loan agreement, pursuant to which BJY borrowed US$10.0 million for working capital needs. BJY has fully repaid this loan.

In February 2022, the VIE entered into a loan agreement with Duo Duo International Limited and its shareholder, Ms. Xin Zhang, to borrow US$4 million. The loan had a term from February 4, 2022 to February 28, 2023 and was interest free. The VIE has fully repaid this loan.

In April 2022, the VIE entered into a loan agreement with Beijing Credit Chain to borrow RMB 10 million (or approximate US$1.51 million). The loan had a term from April 26, 2022 to July 31, 2022 and was interest free. The VIE has fully repaid the loan.

In April 2022, the VIE entered into a loan agreement with Duo Duo International Limited to borrow US$1.5 million. The loan has a term from April 14, 2022 to March 31, 2023 and is interest free. The VIE has not yet repaid the loan.

In April 2022, BJY entered into certain loan agreements with Mr. Gangjiang Li, pursuant to which, BJY borrowed a total of US$10 million from Mr. Gangjiang Li. The loans were interest free and are due on December 31, 2022. These loans have been fully repaid.

In July 2022, BJY entered into certain loan agreements with Mr. Gangjiang Li, pursuant to which, BJY borrowed US$10 million from Mr. Gangjiang Li. The loan is interest free and due on December 31, 2022.

In February 2021, the VIE extended an interest-free loan of RMB 3 million (or approximate US$453,028) to Wuhan Qiyun Shilian to support its working capital needs. The loan was originally due in February 2022 and was extended to February 2023. The loan has been fully repaid.

On October 27, 2021, the VIE entered into a loan agreement with Beijing JiaNi JiaRui Consulting Management Center (Limited Partnership) to lend it RMB 40 million (or approximate US$6.04 million). The loan had a term from October 27, 2021 to November 30, 2021 and was interest free. The loan has been fully repaid.

In February 2022, the VIE entered into a supplementary loan extension agreement with Wuhan QiYun ShiLian to extend the due date of pre-existing RMB 0.8 million (or approximate US$0.12 million) loan from February 8, 2022 to August 7, 2022. This loan has been fully repaid.

In March 2022, the VIE entered into a line of credit with Wuhan QiYun ShiLian under which Wuhan QiYun ShiLian may borrow an aggregate of RMB 2 million (or approximate US$0.30 million) for working capital needs. Borrowings under such line of credit are interest free, no amount is outstanding under this line of credit.

On April 7, 2022, the VIE entered into a loan agreement with Beijing Xinda Kechuang Technology Co., Limited to lend it RMB 40 million (or approximate US$6.04 million). The loan had a term from April 8, 2022 to June 29, 2022 and bore a fixed interest rate of 4% per annum. This loan has been fully repaid.

BJY has, through its Beijing WFOE, entered into a series of contractual arrangements, as amended and restated, with its VIE, as well as the VIE’s shareholders. These contractual arrangements allow BJY to (i) exercise effective control over the VIE, (ii) receive substantially all of the economic benefits of the VIE, and (iii) have an exclusive option to purchase all or part of the equity interests in the VIE when and to the extent permitted by PRC law. For a description of these contractual arrangements, see “Information about BJY—Corporate History— Contractual Arrangements and Corporate Structure”.

MATERIAL TAX CONSEQUENCES OF THE MERGER

Material United States Federal Income Tax Consequences to U.S. Holders of Fuwei as a result of the Exchange

General

The following is a general discussion of the material U.S. federal income tax consequences to U.S. Holders (as defined below) of Shares of Fuwei as a result of the exchange of Shares for Class A Ordinary Shares pursuant to the Variation of Share Capital prior to the Merger (the "Exchange").

No opinion of counsel has been obtained and no ruling has been requested or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Exchange or any other transaction described herein; thus, there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described below or that, if challenged, such treatment will be sustained by a court.

This summary is limited to U.S. federal income tax considerations relevant to U.S. Holders that hold Shares and, after the completion of the Merger, Class A Ordinary Shares, as "capital assets" within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended (the "Code") (generally, property held for investment).

This discussion does not address all aspects of U.S. federal income taxation that may be important to holders in light of their individual circumstances, including holders subject to special treatment under the U.S. tax laws, such as, for example: