The original complaint charges that FFHL and certain of its present and former officers, directors, and control persons violated Sections 11 and 15 of the Securities Act of 1933 by issuing a false and misleading Registration Statement and Prospectus (collectively the "Registration Statement") in connection with the Company's IPO.
According to the Complaint, on December 19, 2006 the Company commenced its IPO priced at $8.28 per share for 3,750,000 shares of Company stock. On December 22, 2006 FFHL announced the closing of its IPO and reported gross proceeds, including over-allotments, of approximately $35.6 million. The Complaint asserts that FFHL's Registration Statement was false and misleading because the Company: (i) failed to reveal that its main operating assets were obtained through transactions that may not have been valid under Chinese law; (ii) failed to provide complete disclosures as to the circumstances of the Company's acquisition of its main operating assets; and (iii) inaccurately stated that the likelihood of any action or recourse in connection with the Company's acquisition of its main operating assets was remote.
The Complaint further alleges that on June 25, 2007 the Company announced that three of the Company's major shareholders, one of whom is a Company director, were under investigation. On October 16, 2007 the Company announced that authorities in China had issued arrest notices for the same three individuals on suspicion of violations of Chinese laws and regulations. The Complaint asserts that these charges related to the Company's acquisition of its main operating assets. As a result of these adverse disclosures, FFHL's stock price dropped, damaging investors.
As summarized by the Company’s FORM 20-F for the fiscal year ended December 31, 2008, on January 24, 2008, the Court consolidated into a single action the putative securities class actions pending against the Company and certain of its officers, directors, and shareholders. The Court also appointed Ninyat Tonyaz as lead plaintiff, appointed the Rosen Law Firm, P.A. as lead counsel, and granted plaintiffs leave to file a consolidated amended class action complaint. The consolidated action is styled In re Fuwei Films Securities Litigation, Case No. 07-CV-9416 (RJS). On March 14, 2008, plaintiffs filed a consolidated amended class action complaint (the "Amended Complaint") naming as defendants the Company, Company officers and/or directors, and the Company's IPO underwriters — Maxim Group LLC, WR Hambrecht + Co. and Chardan Capital Markets, LLC. The Amended Complaint asserts claims for violation of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933. The Company, Messrs. He and Stulga, and the Underwriter Defendants were served with the Amended Complaint and, as described below, have moved to dismiss the claims asserted against them. Pursuant to a scheduling order entered by the Court on February 19, 2008, the parties named as defendants in the consolidated class action were required to answer or otherwise respond to the Amended Complaint on or before April 30, 2008. The Court subsequently extended defendants’ time to respond to the Amended Complaint to May 14, 2008. The Company and Messrs. He and Stulga filed a motion to dismiss the Amended Complaint in its entirety. The Underwriter Defendants separately moved to dismiss the Amended Complaint. Both motions have been fully briefed, and the parties await the Court's decision. On November 3, 2008, Plaintiffs filed proofs of service with the Court, indicating that Messrs. Yin, Wang and Zhou were served with the Amended Complaint on or about August 14, 2008, and that they had 90 days after such date to serve an answer to the Amended Complaint or a motion pursuant to Rule 12 of the Federal Rules of Civil Procedure. By letter dated March 17, 2009, Plaintiffs apprised the Court of Fuwei’s March 10, 2009 Press Release disclosing the initial verdict against Messrs. Yin, Wang, and Zhou. Plaintiffs requested that the Court to take judicial notice of Fuwei’s March 10, 2009 Press Release (as filed with the Company’s March 13, 2009 Form 6-K) in adjudicating the pending motions to dismiss. The Court has not ruled on the pending motions to dismiss to date. All discovery is stayed pending such ruling.
On July 10, 2009, the Court entered the Memorandum and Order signed by Judge Richard J. Sullivan granting in part and denying in part the motion to dismiss.
On September 16, 2010, a Stipulation and Agreement of Settlement was submitted to the Court pursuant to Rule 23 of the Federal Rules of Civil Procedure.
On January 05, 2011, the Court issued an Order Preliminarily Approving Settlement and Providing for Notice and scheduled a hearing (the "Settlement Hearing") pursuant to Federal Rule of Civil Procedure 23(e) to be held before the Court on Wednesday, April 27, 2011 at 10:00a.m.