UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 20-F/A


(Amendment No. 2)




(Mark One)


 ̈
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934





OR





x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2010





OR





 ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from________________ to ___________________





OR





 ̈
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




OR




Date of event requiring this shell company report _______________





Commission file number: 001-33176





Fuwei Films (Holdings) Co., Ltd.


(Exact name of Registrant as specified in its charter)





(Translation of Registrant’s name into English)





Cayman Islands


(Jurisdiction of incorporation or organization)





No. 387 Dongming Road


Weifang Shandong


People’s Republic of China, Postal Code: 261061


(Address of principal executive offices)














Lysander Lee
 
 Tel: +86 133 615 59266
 
 fuweiir@fuweifilms.com
 
 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
  Securities registered or to be registered pursuant to Section 12(b) of the Act.
  Title of each class
Name of each exchange on which registeredOrdinary Shares
NASDAQ Global Market
 Securities registered or to be registered pursuant to Section 12(g) of the Act.   None
 
 Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.   None
 
 As of December 31, 2010, there were 13,062,500 ordinary shares outstanding.
 
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
  ̈Yes   xNo
 
 If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
  ̈Yes   xNo
 
 Note - Checking the box will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
 
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
 xYes    ̈No
 
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
 Large accelerated filer    ̈    Accelerated filer    ̈     Non-accelerated filer   x
 
 Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
 U.S. GAAP
x
International Financial Reporting Standards as issued by

the International Accounting Standards Board
 ̈
Other
 ̈
 
 If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
 
  ̈Item 17    ̈Item 18
 
 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
  ̈Yes   xNo
 2
 
 Explanatory Note
 
 This
Annual Report on Form 20-F/A (“Form 20-F/A”) is being filed as Amendment No.2  to our Annual Report on Form 20-F
for the year ended December 31, 2010 (“Form 20-F”), which was originally filed with the Securities and Exchange
Commission (the“SEC”) on March 25, 2011. This Form 20-F/A amends and restates the following Items of the Form
20-F: Item 15. Controls and Procedures and Item 19. Exhibits.
 3
 
 TABLE OF CONTENTS
 
 ITEM


PAGEItem
15
Controls
and Procedures

5Item 19
Exhibits

7
 4
 
 Part II
 Item 15. Controls and Procedures  (a) Disclosure Controls and Procedures.  Under the supervision and with the participation of our management,
including the principal executive officer and the principal accounting officer, we conducted an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation,
our principal executive officer and principal accounting officer have previously concluded as of the Evaluation Date that our disclosure
controls and procedures were effective such that the material information required to be included in our Securities and Exchange
Commission (“SEC”) reports is accumulated and communicated to management (including such officers) as appropriate to
allow timely decisions regarding required disclosure and recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms relating to us, including our consolidated subsidiaries. Following the review of our Annual Report on Form
20-F by the Securities and Exchange Commission as described below and subsequent reconsideration of the conclusions originally
expressed, our principal executive officer and principal financial officer continue to believe that as of the Evaluation Date,
our disclosure controls and procedures were effective. Additionally, there were no changes in our internal control over financial
reporting that during the period covered by this Annual Report on Form 20-F/A has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.  (b) Management’s annual report on internal control over
financial reporting.  Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under
the supervision and with the participation of our management, including our principal executive officer and principal financial
officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting. In making its assessment
of the effectiveness of the Company’s internal control over financial reporting, management used the criteria issued by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Based on our evaluation,
our principal executive officer and principal financial officer have previously concluded as of the Evaluation Date, our internal
controls over financial reporting were effective as of December 31, 2010. However, in connection with the review of our Annual
Report on Form 20-F by the Securities and Exchange Commission and subsequent reconsideration of the conclusion regarding effectiveness
originally expressed therein, our principal executive officer and principal financial officer have now revised their conclusions
and believe that as of the Evaluation Date, our internal controls over financial reporting were ineffective as of December 31,
2010.


5





The Public Company Accounting Oversight Board defines a material
weakness as a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely
basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting
that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our
financial reporting. A control deficiency exists when the design or operation of a control does not allow management or employees,
in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A deficiency
in design exists when:  • a control necessary to meet the control objective is
missing; or  • an existing control is not properly designed such that,
even if the control operates as designed, the control objective is not always met.  A deficiency in operation exists when a properly designed control
does not operate as designed, or when the person performing the control does not possess the necessary authority or qualifications
to perform the control effectively.  The material weaknesses identified result from inadequate technical
accounting staff with knowledge of and experience with US generally accepted accounting principles, pursuant to which we prepare
our consolidated financial statements, to support stand-alone external financial reporting under public company or SEC requirements.  We are in the process of developing and implementing a remediation
plan to address the deficiencies in the areas of personnel with knowledge of and experience with US generally accepted accounting
principles. However, additional measures may be necessary, and the measures we expect to take to improve our internal controls
may not be sufficient to address the issues identified, to ensure that our internal controls are effective or to ensure that such
material weakness or other material weaknesses would not result in a material misstatement of our annual or interim financial statements.
In addition, other material weaknesses or significant deficiencies may be identified in the future. If we are unable to correct
deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial information
accurately and within the time periods specified in the rules and forms of the SEC will be adversely affected. This failure could
negatively affect the market price and trading liquidity of our common stock, cause investors to lose confidence in our reported
financial information, subject us to civil and criminal investigations and penalties, and generally materially and adversely impact
our business and financial condition  All internal control systems, no matter how well designed, have
inherent limitations. Therefore, even those systems determined to be effective can only provide reasonable assurances with respect
to financial statement preparation and presentation. In addition, any evaluation of effectiveness for future periods is subject
to the risk that controls may become inadequate because of changes in conditions in the future.  The Company’s independent auditor, Kabani & Company,
Inc., has audited the consolidated financial statements of the Company for the fiscal year ended December 31, 2010.  (c) Attestation report of the registered public accounting firm.


6









This Annual Report on Form 20-F/A does not include an attestation
report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s
report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities
and Exchange Commission that permit the company to provide only management’s report in this Annual Report.



(d) Changes in internal control over financial reporting.



There were no changes in our internal control over financial
reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the year ended December 31, 2010 that have materially
affected, or are reasonably likely to materially affect, our internal controls over financial reporting. It should be noted that
while our management believes that our disclosure controls and procedures provide a reasonable level of assurance; our management
does not expect that our disclosure controls and procedures or internal financial controls will prevent all errors or fraud. A
control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives
of the control system are met.



Part
III





Item 19. Exhibits.





The following exhibits are filed as part of this Amendment No. 2:


No.

Description12.1

Certification of Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.12.2

Certification of Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.13.1

Certification of Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.







7





SIGNATURES
 
 The registrant hereby certifies that it meets all of the requirements for filing Form 20-F and has duly caused and authorized the undersigned to signthis Annual Report on its behalf.
 
 Fuwei Films (Holdings) Co., Ltd.By:
/s/ Xiaoan HeName: Xiaoan HeTitle: Chairman, Chief Executive OfficerBy:
/s/ Xiuyong ZhangName: Xiuyong ZhangTitle: Chief Financial Officer
 
 Dated: March 21, 2012




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