\nSinovac Biotech Ltd. (NASDAQ: SVA) (\u201cSINOVAC<\/b>\u201d or the \u201cCompany<\/b>\u201d), 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.<\/p>\n
\nSINOVAC\u2019s Board of Directors (the \u201cSINOVAC Board<\/b>\u201d) also issued a letter to shareholders. The full text of the letter follows:<\/p>\n
\nDear SINOVAC Shareholder,<\/p>\n
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.<\/b><\/p>\n
\nA dissenting investor group led by Advantech\/Prime Success (\u201cPrime Success\u201d) and Vivo Capital (together known as the \u201cDissenting Investor Group\u201d) 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 (\u201cPIPE\u201d), which is in the process of being unwound.<\/p>\n
\nThe 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<\/a>, in an unappealable ruling in January 2025, deemed this board to be an \u201cImposter Board\u201d. 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.<\/p>\n \nSince 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 \u201cDissident Slate\u201d).<\/p>\n We urge you not to be distracted by the Dissenting Investor Group\u2019s hostile actions and false claims, <\/b>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<\/a>, the Dissenting Investor Group\u2019s 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.<\/p>\n The Dissenting Investor Group\u2019s 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<\/b>.<\/p>\n \nThe past actions of the Imposter Board \u2013 specifically, the invalid poison pill adopted in 2018 \u2013 directly caused the NASDAQ trading halt and the subsequent resignation of the Company\u2019s former independent auditor. The Dissenting Investor Group and the Imposter Board have prioritized their own financial interests over those of all SINOVAC shareholders<\/b>, while simultaneously undermining shareholder value and corporate governance and creating challenges that the SINOVAC Board is now working expeditiously to resolve.<\/p>\n 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.<\/b> We are moving forward, not backward. The rightful SINOVAC Board \u2013 reconstituted in February 2025<\/a> and led by respected and recognized industry leaders following seven years of legal efforts begun in 2018 by 1Globe Capital, SINOVAC\u2019s single largest shareholder \u2013 is steadfast in its commitment to act in the best interests of ALL investors.<\/p>\n Importantly, the SINOVAC Board is fully aligned with the interests of common shareholders. <\/b>1Globe Capital and OrbiMed will vote their collective stake in SINOVAC AGAINST <\/b>the Dissenting Investor Group\u2019s misguided proposals.<\/p>\n \nDr. 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\u2019s proposals at the Special Meeting of Shareholders. As the founder and Chairman of 1Globe Capital, Dr. Li\u2019s track record over the past eight years speaks volumes about his unwavering commitment to governance, fairness, and shareholder value \u2013 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.<\/p>\n SINOVAC\u2019s Board is focused on making shareholders whole, following years of self-serving practices by the Imposter Board, by:<\/b><\/p>\n In contrast, the Dissident Slate, which includes several members of the Imposter Board, will continue the Dissenting Investor Group\u2019s track record of self-serving actions by:<\/b><\/p>\n Actions Speak Louder Than Words: The SINOVAC Board Has Already Announced a Special Cash Dividend to Shareholders and a Commitment to Further Dividends<\/b><\/p>\n \nThe SINOVAC Board has taken decisive steps to make shareholders whole by restoring fairness, integrity, and value to SINOVAC\u2019s rightful shareholders after years of unfair practices under the Dissenting Investor Group-controlled Imposter Board. These steps include:<\/p>\n The SINOVAC Board is Committed to Creating Sustainable Value<\/b><\/p>\n \nIn addition to distributing significant dividends to all SINOVAC shareholders, the SINOVAC Board is focused on:<\/p>\n A Destructive Future Awaits Under the Dissident Slate<\/b><\/p>\n We urge you \u2013 do not trust recent comments by Prime Success and Vivo Capital regarding their sudden embrace of dividends<\/b>. 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\u2019t just take our word for it \u2013 refer to the Company\u2019s 2023 20-F<\/a>, issued under the Imposter Board in April 2024, right after they granted the Dissenting Investor Group over US$800 million in dividends from SINOVAC\u2019s operating subsidiary:<\/p>\n \u201cWe have never declared or paid any dividends, nor do we have any present plan to pay any cash dividends on Sinovac Antigua\u2019s shares in the foreseeable future<\/b><\/span>. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.\u201d <\/i>(emphasis added)<\/p>\n \nHere\u2019s what you can expect if the Dissident Slate is elected at the upcoming Special Meeting of Shareholders:<\/p>\n \nWe cannot allow this pattern to continue.<\/p>\n Your Vote Will Be Important<\/b><\/p>\n \nThis 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\u2019s misguided proposals in our proxy materials, which we intend to file in the coming days.<\/p>\n \nYour vote will be critical to ensuring that SINOVAC remains on the path to stability, growth, and value creation for all shareholders.<\/p>\n Moving Forward Together<\/b><\/p>\n \nThe 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\u2019s 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.<\/p>\n \nTogether, we can ensure that SINOVAC remains in the hands of leaders who are dedicated to acting in your best interests.<\/p>\n \nSincerely, About SINOVAC<\/b><\/p>\n \nSinovac 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.<\/p>\n \nSINOVAC’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.<\/p>\n \nThe COVID-19 vaccine, CoronaVac\u00ae<\/sup>, has been approved for use in more than 60 countries and regions worldwide. The hepatitis A vaccine, Healive\u00ae<\/sup>, passed WHO prequalification requirements in 2017. The EV71 vaccine, Inlive\u00ae<\/sup>, 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.<\/p>\n \nSINOVAC was the first company to be granted approval for its H1N1 influenza vaccine Panflu.1\u00ae<\/sup>, 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\u00ae<\/sup>, to the Chinese government stockpiling program.<\/p>\n \nSINOVAC 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.<\/p>\n Important Additional Information and Where to Find It<\/b><\/p>\n \nIn connection with SINOVAC\u2019s Special Meeting, SINOVAC will file with the U.S. Securities and Exchange Commission (\u201cSEC\u201d) 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\u2019s website, www.sec.gov<\/a>, or from SINOVAC at its website: https:\/\/www.sinovac.com\/en-us\/Investors\/sec_filings<\/a>. You may also obtain copies of SINOVAC\u2019s proxy statement and other documents, free of charge, by contacting SINOVAC\u2019s Investor Relations Department at ir@sinovac.com<\/a>. Other information regarding potential participants in any such proxy solicitation will be filed by SINOVAC.<\/p>\n Safe Harbor Statement<\/b><\/p>\n \nThis 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 \u201cmay,\u201d \u201cwill,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201caim,\u201d \u201cestimate,\u201d \u201cintend,\u201d \u201cplan,\u201d \u201cbelieve,\u201d \u201cpotential,\u201d \u201ccontinue,\u201d \u201cis\/are likely to\u201d or other similar expressions, including the Company\u2019s 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\u2019s 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\u2019s control, which may cause the Company\u2019s 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\u2019s 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.<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20250612842590\/en\/<\/a><\/span><\/p>\n\n
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The SINOVAC Board of Directors<\/p>\n<\/p>\n