SINOVAC's Board of Directors Issues a Letter to Shareholders Outlining Clear Pathway to Restore Fairness and Deliver Value to All Shareholders

Business Wire

20 hours ago

BEIJING--(BUSINESS WIRE)--Sinovac Biotech Ltd. (NASDAQ: SVA) (' SINOVAC ' or the ' Company '), a leading provider of biopharmaceutical products in China, today announced that it intends to file its definitive proxy materials in the coming days with the Securities and Exchange Commission (SEC) for the Special Meeting of Shareholders to be held on Wednesday, July 9, 2025 at 8:00 a.m. China Standard Time (Tuesday, July 8, 2025 at 8:00 p.m. Atlantic Standard Time). Valid shareholders of record as of the close of business on May 19, 2025 are entitled to vote at the meeting.
SINOVAC's Board of Directors (the ' SINOVAC Board ') also issued a letter to shareholders. The full text of the letter follows:
Dear SINOVAC Shareholder,
We are at a critical juncture for SINOVAC and, as a valued shareholder in the Company, you face an important decision at the upcoming Special Meeting of Shareholders.
A dissenting investor group led by Advantech/Prime Success ('Prime Success') and Vivo Capital (together known as the 'Dissenting Investor Group') has launched a hostile attempt to remove the SINOVAC Board. Prime Success and Vivo Capital are not legitimate shareholders of the Company. Their ownership is the result of an invalid private investment in public equity ('PIPE'), which is in the process of being unwound.
The PIPE transaction was authorized by an illegitimate former board, which lost its seats at the February 2018 Annual General Meeting and failed to accept the outcome despite a clear shareholder vote. The UK Privy Council, in an unappealable ruling in January 2025, deemed this board to be an 'Imposter Board'. Yet, during the years when the Imposter Board refused to vacate office, they distributed nearly US$2 billion in dividends to themselves, while distributing nothing to the valid shareholders of SINOVAC (including 1Globe Capital and OrbiMed). Additionally, the Dissenting Investor Group and Imposter Board collaborated to buy out SINOVAC at just US$7.00 per share, below market price, which was rejected by 1Globe Capital, the largest minority shareholder.
Since the Dissenting Investor Group knows they are not legitimate shareholders, they have requested the Special Shareholder Meeting through SAIF Partners to replace the SINOVAC Board with their own slate of nominees (the 'Dissident Slate').
We urge you not to be distracted by the Dissenting Investor Group's hostile actions and false claims, nor to believe their sudden support of the dividend we declared, their empty promises to distribute more cash to you in the future, or the false allegations against the SINOVAC Board in their recent letter dated June 10, 2025. As we detailed in our April 29 letter, the Dissenting Investor Group's self-serving actions blatantly interfere with the fair governance of our Company and pose a direct threat to the value of your investment and the future of SINOVAC.
The Dissenting Investor Group's goal is clear: to protect the ill-gotten gains they stripped from SINOVAC subsidiaries over the past seven years and reinstate a complacent and complicit board that will allow them to continue such behavior and profit alongside.
The past actions of the Imposter Board – specifically, the invalid poison pill adopted in 2018 – directly caused the NASDAQ trading halt and the subsequent resignation of the Company's former independent auditor. The Dissenting Investor Group and the Imposter Board have prioritized their own financial interests over those of all SINOVAC shareholders, while simultaneously undermining shareholder value and corporate governance and creating challenges that the SINOVAC Board is now working expeditiously to resolve.
At the Special Meeting of Shareholders, you will have a chance to send a clear message to the Dissenting Investor Group: SINOVAC will no longer be held captive to their self-dealing. We are moving forward, not backward. The rightful SINOVAC Board – reconstituted in February 2025 and led by respected and recognized industry leaders following seven years of legal efforts begun in 2018 by 1Globe Capital, SINOVAC's single largest shareholder – is steadfast in its commitment to act in the best interests of ALL investors.
Importantly, the SINOVAC Board is fully aligned with the interests of common shareholders. 1Globe Capital and OrbiMed will vote their collective stake in SINOVAC AGAINST the Dissenting Investor Group's misguided proposals.
Dr. Chiang Li, Chairman of the SINOVAC Board, despite being nominated to the Dissident Slate, unequivocally stands with the SINOVAC Board and firmly opposes the Dissenting Investor Group's proposals at the Special Meeting of Shareholders. As the founder and Chairman of 1Globe Capital, Dr. Li's track record over the past eight years speaks volumes about his unwavering commitment to governance, fairness, and shareholder value – including defending against multiple attempts by the Dissenting Investor Group at undervalued privatizations (US$7.00/share) and other transactions dilutive to SINOVAC shareholders, as well as personally financing the litigation that resulted in the non-appealable Privy Council ruling.
SINOVAC's Board is focused on making shareholders whole, following years of self-serving practices by the Imposter Board, by:
Paying valid, rightful shareholders the previously declared US$55.00 dividend that the SINOVAC Board initiated immediately after being installed as a corrective step in returning an appropriate share of distributions to the Company's common shareholders.
Creating the opportunity for future additional dividends to be paid from our operating subsidiaries to catch up ALL SINOVAC common shareholders with the Dissenting Investor Group.
Ensuring fair and equitable treatment of SINOVAC shareholders going forward, making distributions at the SINOVAC parent level and not just via operating subsidiaries directed by the Dissenting Investor Group.
Accelerating the resumption of trading on NASDAQ and potentially other exchanges to maximize shareholders' investment return.
Protecting the best interests of and maximizing value for ALL valid shareholders.
In contrast, the Dissident Slate, which includes several members of the Imposter Board, will continue the Dissenting Investor Group's track record of self-serving actions by:
Protecting their own ill-gotten gains made from the unauthorized PIPE investment and illegitimate convertible debt with our subsidiary, which diluted the ownership of and stole multi-billions of dollars from rightful SINOVAC shareholders and violated governance standards.
Stripping value from SINOVAC shareholders while attempting to delay and interfere with your special dividend through multiple lawsuits and intimidation tactics.
Pressuring SINOVAC to misappropriate the Company's cash for investment into venture capital funds affiliated with the Dissenting Investor Group, prioritizing their own financial interests over the Company's operational needs and the best interests of shareholders.
Propagating false claims to undermine the SINOVAC Board's efforts to make shareholders whole through dividends, maintain the Company's NASDAQ listing and resume trading.
Preventing the rightful SINOVAC Board from carrying out its fiduciary duties to you by refusing to accept the final and non-appealable Privy Council judgment and dragging the Company into a barrage of unnecessary litigation.
Calling a Special Shareholder Meeting, which is just one prong in a multifaceted strategy aimed at continuing to operate SINOVAC solely for the benefit of a few favored shareholders at the expense of all valid shareholders.
Actions Speak Louder Than Words: The SINOVAC Board Has Already Announced a Special Cash Dividend to Shareholders and a Commitment to Further Dividends
The SINOVAC Board has taken decisive steps to make shareholders whole by restoring fairness, integrity, and value to SINOVAC's rightful shareholders after years of unfair practices under the Dissenting Investor Group-controlled Imposter Board. These steps include:
US$55.00 Per Share Special Dividend: In April 2025, after years of no allocation of the distributions enjoyed by the Dissenting Investor Group being made to SINOVAC common shareholders, the SINOVAC Board announced a special cash dividend of US$55.00 per common share, an initial corrective step to return value to you. We are working diligently to ensure this payout is completed on or about July 9, 2025, despite the Dissenting Investor Group's lawfare, interference, threats and delay tactics, including via the Special Meeting of Shareholders.
New Dividend Commitment: The SINOVAC Board intends to pay out a pro rata portion of dividends to all SINOVAC shareholders to make you whole with dividends already taken out of the Company at the subsidiary level by the Dissenting Investor Group-controlled subsidiary shareholders, most of whom are affiliated with the Imposter Board. Details, including amount per share, will be announced in the near future.
Additional US$11.00 Per Share Dividend Redistribution: Upon cancellation of the unauthorized and fraudulent PIPE shares that were issued to Prime Success and Vivo Capital in 2018, the SINOVAC Board intends to redistribute the PIPE share portion of the US$55.00 per share dividend to all valid SINOVAC shareholders. The Dissenting Investor Group has already taken over US$800 million in dividends between 2021 and 2024 – all at the expense of valid SINOVAC shareholders who received nothing.
The SINOVAC Board is Committed to Creating Sustainable Value
In addition to distributing significant dividends to all SINOVAC shareholders, the SINOVAC Board is focused on:
Resolving NASDAQ Compliance and Auditor Issues: The SINOVAC Board is actively addressing past governance failures and working to restore NASDAQ compliance and hire an independent auditor as part of its efforts to resume trading of SINOVAC shares.
Executing a Global Growth Strategy: We are formulating long-term growth strategies to expand SINOVAC's business in China and globally, leveraging our position as a leading provider of vaccine products.
Exploring a Dual Listing: Considering the geopolitical environment for U.S.-listed Chinese companies, the SINOVAC Board is also looking into the feasibility of an additional listing in Hong Kong.
A Destructive Future Awaits Under the Dissident Slate
We urge you – do not trust recent comments by Prime Success and Vivo Capital regarding their sudden embrace of dividends. How convenient is it that after years in which they lined their own pockets while you received nothing, they now are in support of dividends for all? These misleading comments are clearly an effort to further swindle shareholders and loot SINOVAC. And don't just take our word for it – refer to the Company's 2023 20-F, issued under the Imposter Board in April 2024, right after they granted the Dissenting Investor Group over US$800 million in dividends from SINOVAC's operating subsidiary:
'We have never declared or paid any dividends, nor do we have any present plan to pay any cash dividends on Sinovac Antigua's shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.' (emphasis added)
Here's what you can expect if the Dissident Slate is elected at the upcoming Special Meeting of Shareholders:
Significant Risk that the US$55.00 Per Share Dividend Will Be Cancelled or Delayed Indefinitely: While they may be publicly supporting the US$55.00 dividend that we initiated, the reality is the Dissenting Investor Group has been attempting to block dividend payment through lawsuits and intimidation tactics. This includes intimidating our dividend payments agent to not facilitate your rightful dividend distribution. Several lawsuits have also been filed against SINOVAC Board members and their affiliates following the special dividend declaration.
No US$11.00 Per Share Dividend Redistribution: If the Dissident Slate gains control, the PIPE shares will not be cancelled and the additional US$11.00 per share redistribution will not be made to SINOVAC's rightful shareholders and all future dividends will be diluted.
Privatization Risks at Below Market Value: The Imposter Board has a well-documented history of attempting to privatize SINOVAC at undervalued prices, which short-changes you once again. In 2017, it sought to privatize the Company at prices below market value, employing tactics such as unlawful poison pills to block competing bids and entrench its control. If the Dissident Slate gains power, there is a serious risk of a renewed privatization effort that could once again undervalue your shares and force a sale at a price far below SINOVAC's true value.
Continued Self-Serving Actions: Under the Dissenting Investor Group's control, the Imposter Board approved numerous unauthorized transactions that have diluted and consistently undermined the interests of SINOVAC's rightful shareholders. This includes investing US$15 million in convertible debt for a 15% stake in our subsidiary, Sinovac Life Sciences Co. Ltd. ('SLS') – the operating entity primarily responsible for the CoronaVac vaccine – immediately prior to the vaccine's emergency use authorization in China. The Company did not need this US$15 million convertible debt. Six months later another investor paid US$515 million (34 times more) for an equivalent 15% stake in SLS – valuing SLS at over US$3.4 billion.
Ongoing Conflicts of Interest: Additionally, the Imposter Board committed to invest RMB1 billion (~US$139 million) of SINOVAC cash into a fund managed by Vivo Capital, where Shan Fu is a Managing Partner – creating a clear conflict of interest. SINOVAC has already invested approximately US$100 million into Vivo Capital funds. If elected, you should expect the Dissident Slate to continue this favored treatment of the Dissenting Investor Group at the expense of all valid shareholders.
Continued Mismanagement and Governance Failures: The Imposter Board's actions, including the invalid poison pill, directly caused the NASDAQ trading halt in February 2019, trapping your investment during a time of immense growth and opportunity for SINOVAC. The Imposter Board's financial mismanagement also led to a material weakness in SINOVAC's internal controls, as disclosed by the Company's former independent auditor, Grant Thornton Zhitong Certified Public Accountants LLP ('Grant Thornton'), and Grant Thornton's subsequent resignation in 2025, which is expected to further delay resumption of NASDAQ trading.
Continued Erroneous Claims and Misinformation: As part of its coordinated and multifaceted effort to regain control, the Dissenting Investor Group has attempted to rewrite history and made blatantly false claims about the resignation of Grant Thornton in an attempt to mislead shareholders. In reality, Grant Thornton clearly stated its resignation was not the result of any disagreement with the current SINOVAC Board; the auditor resigned because, following the Privy Council's ruling that the former Board were 'Imposters', Grant Thornton could not rely on representations about the Company's financials in 2021, 2022, and 2023.
We cannot allow this pattern to continue.
Your Vote Will Be Important
This vote will be about the future of SINOVAC, your receipt of your make whole dividend payments in the near-term, and the long-term value of your investment. We look forward to sharing more details about the Dissenting Investor Group's misguided proposals in our proxy materials, which we intend to file in the coming days.
Your vote will be critical to ensuring that SINOVAC remains on the path to stability, growth, and value creation for all shareholders.
Moving Forward Together
The SINOVAC Board is committed to restoring trust, fairness, and value for all shareholders. We are taking the necessary steps to correct the injustices of the past, investigate conflicts of interest, defend against the Dissenting Investor Group's hostile actions, and position SINOVAC for a brighter tomorrow. We thank you for your continued confidence and support as we work to protect your investment and the future of SINOVAC.
Together, we can ensure that SINOVAC remains in the hands of leaders who are dedicated to acting in your best interests.
Sincerely,
The SINOVAC Board of Directors
About SINOVAC
Sinovac Biotech Ltd. (SINOVAC) is a China-based biopharmaceutical company that focuses on the R&D, manufacturing, and commercialization of vaccines that protect against human infectious diseases.
SINOVAC's product portfolio includes vaccines against COVID-19, enterovirus 71 (EV71) infected Hand-Foot-Mouth disease (HFMD), hepatitis A, varicella, influenza, poliomyelitis, pneumococcal disease, etc.
The COVID-19 vaccine, CoronaVac ®, has been approved for use in more than 60 countries and regions worldwide. The hepatitis A vaccine, Healive ®, passed WHO prequalification requirements in 2017. The EV71 vaccine, Inlive ®, is an innovative vaccine under "Category 1 Preventative Biological Products" and commercialized in China in 2016. In 2022, SINOVAC's Sabin-strain inactivated polio vaccine (sIPV) and varicella vaccine were prequalified by the WHO.
SINOVAC was the first company to be granted approval for its H1N1 influenza vaccine Panflu.1 ®, which has supplied the Chinese government's vaccination campaign and stockpiling program. The Company is also the only supplier of the H5N1 pandemic influenza vaccine, Panflu ®, to the Chinese government stockpiling program.
SINOVAC continually dedicates itself to new vaccine R&D, with more combination vaccine products in its pipeline, and constantly explores global market opportunities. SINOVAC plans to conduct more extensive and in-depth trade and cooperation with additional countries, and business and industry organizations.
Important Additional Information and Where to Find It
In connection with SINOVAC's Special Meeting, SINOVAC will file with the U.S. Securities and Exchange Commission ('SEC') and mail to shareholders of record entitled to vote at the Special Meeting a proxy statement and other documents, including a WHITE proxy card. SHAREHOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS WHEN FILED WITH THE SEC AND WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. When filed with the SEC, the proxy statement and WHITE proxy card will also be mailed to shareholders of record. Investors and other interested parties will be able to obtain the documents free of charge at the SEC's website, www.sec.gov, or from SINOVAC at its website: https://www.sinovac.com/en-us/Investors/sec_filings. You may also obtain copies of SINOVAC's proxy statement and other documents, free of charge, by contacting SINOVAC's Investor Relations Department at [e-mail]. Other information regarding potential participants in any such proxy solicitation will be filed by SINOVAC.
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as 'may,' 'will,' 'expect,' 'anticipate,' 'aim,' 'estimate,' 'intend,' 'plan,' 'believe,' 'potential,' 'continue,' 'is/are likely to' or other similar expressions, including the Company's statements related to the Compliance Plan, and timing and actions taken to regain compliance with Nasdaq listing rules. Such statements are based upon the Company's current expectations and current market and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, including without limitation risks, uncertainties and factors related to the timing of engaging independent auditors and completion of the audits of required fiscal periods, completion and filing of the 2024 Annual Report, the Compliance Plan, and actions taken to regain compliance with the Nasdaq listing rules, all of which are difficult to predict and many of which are beyond the Company's control, which may cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.