[Cayman Islands (Jurisdiction of incorporation or organization) No. 387 Dongming Road Weifang Shandong People’s Republic of China, Postal Code: 261061 Title of each class Name of each exchange on which registered Ordinary Shares NASDAQ Global Market None (Title of Class) None (Title of Class) As of March 29, 2007 , there were 13,062,500 ordinary shares outstanding. o Yes x o] [Articles of Association Fuwei Films (Holdings) Co., Ltd. FORM OF AMENDED MEMORANDUM AND ARTICLES OF ASSOCIATION TO BE ADOPTED PRIOR TO OR UPON CONSUMMATION OF THE OFFERING THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED MEMORANDUM OF ASSOCIATION OF Fuwei Films (Holdings) Co., Ltd. 富維穼繤 ( 控罟 ) 有榰公司 1. The name of the Company is Fuwei Films (Holdings)] [Ref. No.: 3770502007 - 100000200 Loan Contract Bank of Communication Ref No.: 3770502007 - 100000200 Loan Contract Borrower: Fuwei Films (Shandong) Co., Ltd. Legal Representative: Xiaoan He Legal Address: Hi-Tech Development Zone, Dong Ming Road, Weifang Correspondence Address: Same as above Lender: Weifang Branch, Bank of Communication Responsible Person: Kongrui Jiang Correspondence Address: 358 Dong Fang, Dong Street, Weifang Both] [Ref. No.: 3770502007 - 10000 0000 Loan Contract Bank of Communication Ref No.: 3770502007 - 10000 0000 Loan Contract Borrower: Fuwei Films (Shandong) Co., Ltd. Legal Representative: Xiaoan He Legal Address: Hi-Tech Development Zone, Dong Ming Road, Weifang Correspondence Address: Same as above Lender: Weifang Branch, Bank of Communication Responsible Person: Kongrui Jiang Correspondence Address: 358 Dong Fang, Dong Street,] [14.1 CODE OF ETHICS FUWEI FILMS (HOLDINGS) CO., LTD. CODE OF BUSINESS CONDUCT AND ETHICS For Employees, Officers and Directors Introduction To further the fundamental principles of honesty, loyalty, fairness and forthrightness of Fuwei Films (Holdings) Co., Ltd. (“Fuwei”), we have established the Fuwei Films (Holdings) Co., Ltd. Code of Business Conduct and Ethics. Our Code strives to deter wrongdoing] [21.1 The following is a list of all of the Company’s significant subsidiaries, their jurisdiction of incorporation and the names under which they do business, if different from their name. Company Jurisdiction Any other name under which they do business Fuwei Films (Shandong) Co., Ltd. China Fuwei (BVI) Co., Ltd. British Virgin Islands EX-21.1 7 v070184_ex21-1.htm] [31.1 I, Xiaoan He, certify that: 1. 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual] [31.2 CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER I, Lin Tang, certify that: 1. 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the] [32.1 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 2, 2007 Xiaoan He Chief Executive Officer Lin Tang Chief Financial Officer EX-32.1 10 v070184_ex32-1.htm]