BEIJING–(BUSINESS WIRE)–Sinovac Biotech Ltd. (NASDAQ: SVA) (“Sinovac” or the “Company”), became
aware Monday October 8, 2018 that unauthorized changes have been made to
the Hong Kong Companies Registry for Sinovac Biotech (Hong Kong)
Limited (“Sinovac HK”) and that unauthorized changes have been made to
the Industry and Commerce Bureau of Beijing for Sinovac Biotech Co.,
Ltd. (“Sinovac Beijing”).
Unknown individuals have used a falsified version of the company seal of
Sinovac HK and used unauthorized forgeries of the signatures of Mr.
Weidong Yin and Ms. Nan Wang, Directors of Sinovac HK, to submit false
letters of resignation to the Hong Kong Companies Registry in an attempt
to remove Mr. Weidong Yin and Ms. Nan Wang from the Board and replace
them with nominees of the Sinobioway Consortium, led by Sinobioway
Biomedicine Co., Ltd. (“Sinobioway”), a minority shareholder of Sinovac
Beijing, and a group of Sinovac’s shareholders led by 1Globe and OrbiMed
(collectively, the “Dissident Shareholders”) who have repeatedly
attempted to take control of Sinovac Biotech Co. and its subsidiaries
Additionally, without authorization on August 28, 2018, Aihua Pan, a
member of the Board of Sinovac Beijing, who was appointed by Sinobioway,
held a purported Sinovac Beijing Board meeting. At the meeting, Aihua
Pan attempted to seize control of Sinovac Beijing by dismissing Mr.
Weidong Yin, Ms. Nan Wang and Mr. Dawei Mao from the Board and replacing
them with nominees of Sinobioway and the Dissident Shareholders. Aihua
Pan also attempted to dismiss Mr. Yin from the General Manager position
and appoint himself as General Manager. In addition, the meeting
purported to amend the company charter to change the authorized
representative of Sinovac HK from Mr. Yin to Jianzeng Cao, a
representative of Sinobioway and the Dissident Shareholders. The Board
resolutions of the purported meeting contain an unauthorized forgery of
Director Yuk Lam Lo’s signature.
As confirmed by Zhongtian Forensic Examination Center, which issued an
Examination Opinion, “Zhongtian Forensic 2018 Wenjianzi No. 263”, dating
back to April, 2018, Aihua Pan and Sinobioway have been using Sinovac
HK’s forged company seal and an unauthorized forged signature of Mr.
Weidong Yin to falsely claim that Sinovac Beijing’s business license,
company seal, contract special seal, legal person seal, and finance seal
had been lost and are therefore invalid. Sinovac HK has reported these
fraudulent actions to the public security of Haidian District, City of
Mr. Weidong Yin and Ms. Nan Wang remain appointed and authorized
directors of Sinovac HK; Mr. Weidong Yin, Ms. Nan Wang and Mr. Dawei Mao
remain appointed and authorized directors of Sinovac Beijing.
The Board of Directors and management of publicly traded Sinovac Biotech
Ltd., which remain unchanged by the actions of Sinobioway and the
Dissident Shareholders, are closely monitoring these unauthorized
actions purportedly taken at Sinovac HK and Sinovac Beijing and continue
to execute their fiduciary duties to act in the best interests of the
Company and all shareholders as the Company moves forward in its mission
to develop vaccines that enhance health in China and around the world
and create shareholder value. Furthermore, the Board of Directors and
management of Sinovac are vigorously defending the rights of all
shareholders in all applicable courts.
The current members of the board of directors of Sinovac Biotech are:
Mr. Weidong Yin has served as our chairman, president, chief
executive officer and secretary since September 2003. He previously
worked as a medical doctor in infectious disease at the China Center for
Disease Control and Prevention, Tangshan City, Hebei province. Mr. Yin
has been dedicated to hepatitis research for over 20 years and was
instrumental in the development of Healive. In addition, Mr. Yin has
been appointed as the principal investigator by the Chinese Ministry of
Science and Technology for many key governmental R&D programs such as
Inactivated Hepatitis A Vaccine R&D, Inactivated SARS Vaccine R&D and
New Human Influenza Vaccine (H5N1) R&D. He is also the president of
Zhongguancun Listed Companies Association. He obtained his MBA from the
National University of Singapore.
Mr. Simon Anderson has served as an independent director of our
company since July 2004. He is a member of our audit, compensation, and
corporate governance and nominating committees. Mr. Anderson’s
professional experience is as a Chartered Professional Accountant of
British Columbia with over 30 years’ experience working as an executive
officer and director of companies, including public companies listed on
a number of North American Stock exchanges. His experience includes
nearly a decade of service as the Chief Financial Officer of IBC
Advanced Alloys Corp., a leading advanced alloys company, where he
continues to serve as a director. Mr. Anderson previously served for
over five years as a director of WEX Pharmaceuticals Inc. while it was a
publicly listed biopharmaceutical company dedicated to the development
and manufacture of innovative drug products. Prior to these positions he
spent eight years at MCSI Consulting Services, Inc., a company that
provides consulting expertise in the areas of regulatory compliance,
exchange listings, securities valuation and financial operations and
nine years in business valuation with BDO Canada LLP, a member of the
world’s fifth largest accounting network. In these roles and others, he
has developed extensive experience in financing, mergers and
acquisitions, corporate governance and securities regulation practices.
Mr. Anderson received his Bachelor of Commerce in Accounting and
Management Information Systems from the University of British Columbia.
Mr. Yuk Lam Lo has served as an independent director of our
company since March 2006. Mr. Lo is a member of the audit, compensation
and corporate governance and nominating committees. Currently Mr. Lo is
serving as the Chairman of the Advisory Council for Food Safety of the
Food and Health Bureau HKSAR, an Executive Committee Member of the
Chinese Manufacturers’ Association of Hong Kong (CMA) and Chairman of
the Education Committee of CMA. Mr. Lo is also the Honorary Founding
Chairman of Hong Kong Bio-Organization. In the educational area, Mr. Lo
has been elected an Honorary Fellow of the Hong Kong University of
Science and Technology. He is an Honorary Chairman of Hong Kong Food
Safety Association, Adjunct Professor of the Chinese University of Hong
Kong and Honorary Professor of several universities in China. Mr. Lo was
heavily involved in several committees of the HKSAR Government. He had
been appointed as Director of the Hong Kong Applied R&D Fund Co. Ltd.,
Chairman of the Biotechnology Committee of the Hong Kong Industry &
Technology Development Council, and Chairman of Biotechnology Projects
Vetting Committee of the Innovation and Technology Fund, HKSAR. In
China, Mr. Lo is a Member of Chinese People’s Political Consultative
Conference in Jilin province, and a Consultant of the Centre for Disease
Control and Prevention of China. In the business sector, he is an
Independent Director of Luye Pharma Group Limited (2186.HK) and CSPC
Pharmaceutical Group Limited (1093.HK).
Mr. Kenneth Lee is an independent director of Sinovac. He has
served on our board of directors since May 2011. In July 2012, the board
appointed him as a member of the compensation committee and corporate
governance and nominating committee. Mr. Lee is a partner at SAIF
Partners. SAIF Partners IV L.P. is currently the largest shareholder of
Sinovac. Mr. Lee has more than 20 years of experience across private
equity investments, corporate finance, and business development in
China. He is a non-executive director on the boards of three Chinese
portfolio companies publicly listed on the stock exchanges in the United
States and Hong Kong and a board director for four other private Chinese
companies backed by SAIF Partners. Mr. Lee is a graduate of Amherst
Mr. Meng Mei has served as an independent director of our
company since March 2012. Mr. Mei is the chairman of compensation
committee, and member of the audit and corporate governance and
nominating committees. Mr. Mei founded TusPark, a science park
established by Tsinghua University in 1994, to incubate high growth
companies. He has been the director of TusPark’s development center
since its inception. Mr. Mei is also the Chairman of TusHoldings Co.,
Ltd., which is engaged in the development, construction, and management
of TusPark and is providing services to enterprises based in TusPark.
TusHoldings Co., Ltd. is also involved in venture capital investments in
China. Mr. Mei sits on the judging expert panel of China’s National
Science & Technology Award. He has developed courses on entrepreneurship
and new venture formation as a Tsinghua University professor and an
entrepreneur. Mr. Mei holds a bachelor’s degree in automation from
Tsinghua University, PRC.
Mr. Shan Fu, Managing Partner at Vivo Capital since 2013, joined
Sinovac’s Board of Directors. Prior to joining Vivo, Mr. Fu was Senior
Managing Director in the Private Equity group and the Chief
Representative of Blackstone’s Beijing Office. Additionally, Mr. Fu’s
qualifications include experience in the Department of Foreign
Investment in China’s National Development and Reform Commission, the
State Economic and Trade Commission, the Office of Economic and Trade in
State Council, and the Office of Production in State Council.
Sinovac Biotech Ltd. is a China-based biopharmaceutical Company that
focuses on the research, development, manufacturing and
commercialization of vaccines that protect against human infectious
diseases. Sinovac’s product portfolio includes vaccines against
enterovirus71, or EV71, hepatitis A and B, seasonal influenza, H5N1
pandemic influenza (avian flu), H1N1 influenza (swine flu), and mumps.
Healive, the hepatitis A vaccine manufactured by the Company has passed
the assessment under WHO Prequalification procedures in 2017. The EV71
vaccine, an innovative vaccine developed by Sinovac against hand foot
and mouth disease caused by EV71, was commercialized in China in 2016.
In 2009, Sinovac was the first company worldwide to receive approval for
its H1N1 influenza vaccine, which it has supplied to the Chinese
Government’s vaccination campaign and stockpiling program. The Company
is also the only supplier of the H5N1 pandemic influenza vaccine to the
government stockpiling program. The Company is developing a number of
new products including a Sabin-strain inactivated polio vaccine,
pneumococcal polysaccharides vaccine, pneumococcal conjugate vaccine and
varicella vaccine. Sinovac primarily sells its vaccines in China, while
also exploring growth opportunities in international markets. The
Company has exported select vaccines to over 10 countries in Asia and
South America. For more information please refer to the Company’s
website at www.sinovacbio.com.
Safe Harbor Statement
This announcement may include certain statements that are not
descriptions of historical facts, but are forward-looking statements.
These statements are made under the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These forward-looking
statements can be identified by terminology such as “will,” “expects,”
“anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and
similar statements. Forward-looking statements involve risks,
uncertainties and other factors that could cause actual results to
differ materially from those contained in any such statements.
Sinovac Biotech Ltd.