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, 2011

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 registered
|------------------- |  | -----------------------------------------
|Ordinary 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, 2011, 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











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, 2011 (“Form 20-F”),
which was originally filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2012 and was amended
on May 7, 2012. This Form 20-F/A amends and restates Item 19. Exhibits to refile Exhibit 4.32 which was originally filed with
the Form 20-F with certain portions of the Exhibit omitted. The Exhibit 4.32 is being re-filed in response to the SEC comments
in connection with the confidential treatment request that was separately filed with the SEC to revise the redacted Exhibit to
indicate at the appropriate place in the Exhibit that the confidential portions have been omitted and filed separately with the
SEC.



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TABLE OF CONTENTS

|Item    |          | PAGE
|------- | -------- | ----
|        | PART III |     
|Item 19 | Exhibits |     



-ii-







Part III



Item 19. Exhibits.



The following exhibits are filed as part of this Annual Report:



|No.  |  | Description                                                                                                                        
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                    
|4.32 |  | Amendment No. 1 to the Contract between Fuwei Films (Shandong) Co. Ltd. and Lindauer Dornier
    GmbH, dated July 22, 2011.*       
|     |  |                                                                                                                                    
|12.1 |  | 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.



* Certain
portions of this Exhibit on pages 2, 3, and 4 have been omitted based upon a request for confidential treatment and the omitted
portions have been separately filed with the Securities and Exchange Commission.



3







SIGNATURES



The registrant hereby certifies that it meets all of the requirements
for filing Form 20-F/A and has duly caused and authorized the undersigned to signthis Annual Report on its behalf.



| | Fuwei Films (Holdings) Co., Ltd.         |                    
| | ---------------------------------------- | -------------------
| |                                          |                    
| | By:                                      | /s/ Xiaoan He      
| |                                          | Name: Xiaoan He    
| | Title: Chairman, Chief Executive Officer |                    
| |                                          |                    
| | By:                                      | /s/ Xiuyong Zhang  
| |                                          | Name: Xiuyong Zhang
| | Title: Chief Financial Officer           |                    



Dated: September 4, 2012



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