Sinovac Biotech Ltd.
A Chinese biopharmaceutical company that researches, makes, and sells vaccines against human infectious diseases, including its well-known COVID-19 shot CoronaVac as well as vaccines for hepatitis A and B, seasonal flu, and avian flu. Founded in 1999 by Yin Weidong, who started by developing China's first proprietary inactivated hepatitis A vaccine, Healive. Its name is a portmanteau of "Sino" (China) and "vac" (vaccine), neatly summing up its whole business in one word.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On July 25, 2025, Vivo Capital Surplus Fund VIII, L.P. ("Vivo Fund VIII") filed an amended complaint (the "Amended Complaint") with the U.S. District Court for the Commonwealth of Massachusetts in the civil action initiated by Vivo Fund VIII on April 14, 2025 and previously disclosed in Amendment No. 6 to the Schedule 13D (the "Vivo Action"). In the Amended Complaint, Vivo Fund VIII alleges a disclosure violation claim under Section 13(d) of the Securities Exchange Act of 1934, repeating in a single count the allegations that appeared in its original complaint. Among other things, Vivo Fund VIII alleges that (1) Dr. Li has not filed a Schedule 13D and as a result investors do not know how many Sinovac shares he beneficially owns; (2) 1Globe Capital LLC disclaims in its Schedule 13D Amendments any "arrangement" or "agreement" with OrbiMed Advisors LLC and OrbiMed Capital LLC (collectively, "OrbiMed"), but has not disclosed whether it and OrbiMed have any "understandings" or "relationship"; and (3) the Schedule 13D Amendments include no disclosure regarding defendants and OrbiMed's "ongoing plans and proposals to regain their control of Sinovac," now that Vivo Fund VIII alleges that there was a change in control at the Special Meeting (as defined and discussed below). The foregoing summary of the Amended Complaint does not purport to be complete and is qualified in its entirety by the full copy of the Amended Complaint, which is attached hereto as Exhibit 99.4 and is incorporated herein by reference. 1Globe Capital LLC and Dr. Li dispute Vivo Fund VIII's claim and intend to vigorously defend against it. On August 15, 2025, 1Globe Capital LLC and Dr. Li filed a motion to dismiss the Amended Complaint and motion to dissolve the preliminary injunction (the "Motion to Dismiss") and a brief in support of the foregoing motion (the "Brief in Support of Motion to Dismiss") entered by the Court in the Vivo Action and previously disclosed in Amendment No. 6 to the Schedule 13D. The Brief in Support of Motion to Dismiss explains that the Vivo Action is without basis, Vivo Fund VIII lacks standing to bring the Vivo Action, the Vivo Action has been rendered moot by the reporting persons' subsequent Schedule 13D filings, and the Vivo Action has been maintained solely for the purpose of harassing the current Board installed by the Privy Council's Order and per Antiguan law following the non-appealable ruling by the Privy Council. The foregoing summaries of Motion to Dismiss and the Brief in Support of Motion to Dismiss do not purport to be complete and are qualified in their entirety by the full copies of the Brief in Support of Motion to Dismiss and the Motion to Dismiss, which are attached hereto as Exhibits 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. On August 29, 2025, Vivo Fund VIII filed a memorandum in opposition to the Motion to Dismiss. On September 10, 2025, 1Globe Capital LLC and Dr. Li filed a reply to the memorandum in opposition to the Motion to Dismiss filed by Vivo Fund VIII (the "Reply to Vivo"). A copy of the Reply to Vivo is attached hereto as Exhibit 99.3 and is incorporated herein by reference. On July 8, 2025, the Issuer opened and validly adjourned its Special Meeting of Shareholders (the "Special Meeting"), in light of the Disputed PIPE Action (as defined below). Immediately after the Special Meeting was validly adjourned, counsel representing SAIF Partners IV L.P. ("SAIF"), Advantech Capital Partners Ltd., Prime Success, L.P. and Vivo Capital LLC (collectively, the "Dissenting Investor Group") purported to organize a continuation of the Special Meeting on a minibus at an unannounced location and time where an alleged "new" Board was elected (the "New Imposter Board") without required quorum and without a notice to the incumbent Board or to any other shareholders. According to the Dissenting Investor Group, Dr. Li was elected as one of the directors of the Issuer. The reporting persons do not believe the New Imposter Board has been validly elected and support the current Board installed by the Privy Council's Order and per Antiguan law. On August 11, 2025, the Issuer, 1Globe Capital LLC and OrbiMed Partners Master Fund Limited (collectively, the "Claimants") filed a statement of claim (the "Antigua SSM Claim") with the Eastern Caribbean Supreme Court in the High Court of Justice against SAIF and each of the members of the New Imposter Board (other than Dr. Li) (the "Antigua SSM Action"), challenging the purported continuation of the Special Meeting and the purported appointment of the New Imposter Board. Pursuant to the Antigua SSM Action, the Claimants are seeking declarations that the purported appointments of each member of the New Imposter Board at the invalid continuation of the Special Meeting were invalid and of no effect and that the purported continuation of the Special Meeting by the Dissenting Investor Group and each of the resolutions purportedly passed there at were invalid and of no effect. The Antigua SSM Action is currently pending. The Claimants have also filed a statement of claim (the "Disputed PIPE Claim") with the Eastern Caribbean Supreme Court in the High Court of Justice against Vivo Capital LLC, Vivo Fund VIII, Vivo Capital Surplus Fund VIII, L.P., Vivo Capital Fund IX, L.P., Prime Success, L.P. and Cede & Co. (the "Disputed PIPE Action"). Among other items, the Disputed PIPE Action challenges the validity of the Disputed PIPE (as defined in Amendment No. 2 to the Schedule 13D), and seeks a declaration that the Common Shares issued under the Disputed PIPE be set aside and a rectification of the Issuer's register of shareholders to delete any entries in respect of certain of the purported allotments and transfers of the Common Shares issued under the Disputed PIPE. The Disputed PIPE Claim was filed on May 6, 2025 and is currently pending. The reporting persons purchased the securities of the Issuer reported herein based on the reporting persons' belief that the securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the reporting persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the reporting persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the reporting persons may deem advisable. Other than in Dr. Li's capacity as the Chairman of the Board, no reporting person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein; however, the reporting persons, at any time and from time to time, may review, reconsider and change their intention with respect to any and all matters referred to in Item 4.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On July 25, 2025, Vivo Capital Surplus Fund VIII, L.P. ("Vivo Fund VIII") filed an amended complaint (the "Amended Complaint") with the U.S. District Court for the Commonwealth of Massachusetts in the civil action initiated by Vivo Fund VIII on April 14, 2025 and previously disclosed in Amendment No. 6 to the Schedule 13D (the "Vivo Action"). In the Amended Complaint, Vivo Fund VIII alleges a disclosure violation claim under Section 13(d) of the Securities Exchange Act of 1934, repeating in a single count the allegations that appeared in its original complaint. Among other things, Vivo Fund VIII alleges that (1) Dr. Li has not filed a Schedule 13D and as a result investors do not know how many Sinovac shares he beneficially owns; (2) 1Globe Capital LLC disclaims in its Schedule 13D Amendments any "arrangement" or "agreement" with OrbiMed Advisors LLC and OrbiMed Capital LLC (collectively, "OrbiMed"), but has not disclosed whether it and OrbiMed have any "understandings" or "relationship"; and (3) the Schedule 13D Amendments include no disclosure regarding defendants and OrbiMed's "ongoing plans and proposals to regain their control of Sinovac," now that Vivo Fund VIII alleges that there was a change in control at the Special Meeting (as defined and discussed below). The foregoing summary of the Amended Complaint does not purport to be complete and is qualified in its entirety by the full copy of the Amended Complaint, which is attached hereto as Exhibit 99.4 and is incorporated herein by reference. 1Globe Capital LLC and Dr. Li dispute Vivo Fund VIII's claim and intend to vigorously defend against it. On August 15, 2025, 1Globe Capital LLC and Dr. Li filed a motion to dismiss the Amended Complaint and motion to dissolve the preliminary injunction (the "Motion to Dismiss") and a brief in support of the foregoing motion (the "Brief in Support of Motion to Dismiss") entered by the Court in the Vivo Action and previously disclosed in Amendment No. 6 to the Schedule 13D. The Brief in Support of Motion to Dismiss explains that the Vivo Action is without basis, Vivo Fund VIII lacks standing to bring the Vivo Action, the Vivo Action has been rendered moot by the reporting persons' subsequent Schedule 13D filings, and the Vivo Action has been maintained solely for the purpose of harassing the current Board installed by the Privy Council's Order and per Antiguan law following the non-appealable ruling by the Privy Council. The foregoing summaries of Motion to Dismiss and the Brief in Support of Motion to Dismiss do not purport to be complete and are qualified in their entirety by the full copies of the Brief in Support of Motion to Dismiss and the Motion to Dismiss, which are attached hereto as Exhibits 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. On August 29, 2025, Vivo Fund VIII filed a memorandum in opposition to the Motion to Dismiss. On September 10, 2025, 1Globe Capital LLC and Dr. Li filed a reply to the memorandum in opposition to the Motion to Dismiss filed by Vivo Fund VIII (the "Reply to Vivo"). A copy of the Reply to Vivo is attached hereto as Exhibit 99.3 and is incorporated herein by reference. On July 8, 2025, the Issuer opened and validly adjourned its Special Meeting of Shareholders (the "Special Meeting"), in light of the Disputed PIPE Action (as defined below). Immediately after the Special Meeting was validly adjourned, counsel representing SAIF Partners IV L.P. ("SAIF"), Advantech Capital Partners Ltd., Prime Success, L.P. and Vivo Capital LLC (collectively, the "Dissenting Investor Group") purported to organize a continuation of the Special Meeting on a minibus at an unannounced location and time where an alleged "new" Board was elected (the "New Imposter Board") without required quorum and without a notice to the incumbent Board or to any other shareholders. According to the Dissenting Investor Group, Dr. Li was elected as one of the directors of the Issuer. The reporting persons do not believe the New Imposter Board has been validly elected and support the current Board installed by the Privy Council's Order and per Antiguan law. On August 11, 2025, the Issuer, 1Globe Capital LLC and OrbiMed Partners Master Fund Limited (collectively, the "Claimants") filed a statement of claim (the "Antigua SSM Claim") with the Eastern Caribbean Supreme Court in the High Court of Justice against SAIF and each of the members of the New Imposter Board (other than Dr. Li) (the "Antigua SSM Action"), challenging the purported continuation of the Special Meeting and the purported appointment of the New Imposter Board. Pursuant to the Antigua SSM Action, the Claimants are seeking declarations that the purported appointments of each member of the New Imposter Board at the invalid continuation of the Special Meeting were invalid and of no effect and that the purported continuation of the Special Meeting by the Dissenting Investor Group and each of the resolutions purportedly passed there at were invalid and of no effect. The Antigua SSM Action is currently pending. The Claimants have also filed a statement of claim (the "Disputed PIPE Claim") with the Eastern Caribbean Supreme Court in the High Court of Justice against Vivo Capital LLC, Vivo Fund VIII, Vivo Capital Surplus Fund VIII, L.P., Vivo Capital Fund IX, L.P., Prime Success, L.P. and Cede & Co. (the "Disputed PIPE Action"). Among other items, the Disputed PIPE Action challenges the validity of the Disputed PIPE (as defined in Amendment No. 2 to the Schedule 13D), and seeks a declaration that the Common Shares issued under the Disputed PIPE be set aside and a rectification of the Issuer's register of shareholders to delete any entries in respect of certain of the purported allotments and transfers of the Common Shares issued under the Disputed PIPE. The Disputed PIPE Claim was filed on May 6, 2025 and is currently pending. The reporting persons purchased the securities of the Issuer reported herein based on the reporting persons' belief that the securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the reporting persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the reporting persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the reporting persons may deem advisable. Other than in Dr. Li's capacity as the Chairman of the Board, no reporting person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein; however, the reporting persons, at any time and from time to time, may review, reconsider and change their intention with respect to any and all matters referred to in Item 4.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On July 25, 2025, Vivo Capital Surplus Fund VIII, L.P. ("Vivo Fund VIII") filed an amended complaint (the "Amended Complaint") with the U.S. District Court for the Commonwealth of Massachusetts in the civil action initiated by Vivo Fund VIII on April 14, 2025 and previously disclosed in Amendment No. 6 to the Schedule 13D (the "Vivo Action"). In the Amended Complaint, Vivo Fund VIII alleges a disclosure violation claim under Section 13(d) of the Securities Exchange Act of 1934, repeating in a single count the allegations that appeared in its original complaint. Among other things, Vivo Fund VIII alleges that (1) Dr. Li has not filed a Schedule 13D and as a result investors do not know how many Sinovac shares he beneficially owns; (2) 1Globe Capital LLC disclaims in its Schedule 13D Amendments any "arrangement" or "agreement" with OrbiMed Advisors LLC and OrbiMed Capital LLC (collectively, "OrbiMed"), but has not disclosed whether it and OrbiMed have any "understandings" or "relationship"; and (3) the Schedule 13D Amendments include no disclosure regarding defendants and OrbiMed's "ongoing plans and proposals to regain their control of Sinovac," now that Vivo Fund VIII alleges that there was a change in control at the Special Meeting (as defined and discussed below). The foregoing summary of the Amended Complaint does not purport to be complete and is qualified in its entirety by the full copy of the Amended Complaint, which is attached hereto as Exhibit 99.4 and is incorporated herein by reference. 1Globe Capital LLC and Dr. Li dispute Vivo Fund VIII's claim and intend to vigorously defend against it. On August 15, 2025, 1Globe Capital LLC and Dr. Li filed a motion to dismiss the Amended Complaint and motion to dissolve the preliminary injunction (the "Motion to Dismiss") and a brief in support of the foregoing motion (the "Brief in Support of Motion to Dismiss") entered by the Court in the Vivo Action and previously disclosed in Amendment No. 6 to the Schedule 13D. The Brief in Support of Motion to Dismiss explains that the Vivo Action is without basis, Vivo Fund VIII lacks standing to bring the Vivo Action, the Vivo Action has been rendered moot by the reporting persons' subsequent Schedule 13D filings, and the Vivo Action has been maintained solely for the purpose of harassing the current Board installed by the Privy Council's Order and per Antiguan law following the non-appealable ruling by the Privy Council. The foregoing summaries of Motion to Dismiss and the Brief in Support of Motion to Dismiss do not purport to be complete and are qualified in their entirety by the full copies of the Brief in Support of Motion to Dismiss and the Motion to Dismiss, which are attached hereto as Exhibits 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. On August 29, 2025, Vivo Fund VIII filed a memorandum in opposition to the Motion to Dismiss. On September 10, 2025, 1Globe Capital LLC and Dr. Li filed a reply to the memorandum in opposition to the Motion to Dismiss filed by Vivo Fund VIII (the "Reply to Vivo"). A copy of the Reply to Vivo is attached hereto as Exhibit 99.3 and is incorporated herein by reference. On July 8, 2025, the Issuer opened and validly adjourned its Special Meeting of Shareholders (the "Special Meeting"), in light of the Disputed PIPE Action (as defined below). Immediately after the Special Meeting was validly adjourned, counsel representing SAIF Partners IV L.P. ("SAIF"), Advantech Capital Partners Ltd., Prime Success, L.P. and Vivo Capital LLC (collectively, the "Dissenting Investor Group") purported to organize a continuation of the Special Meeting on a minibus at an unannounced location and time where an alleged "new" Board was elected (the "New Imposter Board") without required quorum and without a notice to the incumbent Board or to any other shareholders. According to the Dissenting Investor Group, Dr. Li was elected as one of the directors of the Issuer. The reporting persons do not believe the New Imposter Board has been validly elected and support the current Board installed by the Privy Council's Order and per Antiguan law. On August 11, 2025, the Issuer, 1Globe Capital LLC and OrbiMed Partners Master Fund Limited (collectively, the "Claimants") filed a statement of claim (the "Antigua SSM Claim") with the Eastern Caribbean Supreme Court in the High Court of Justice against SAIF and each of the members of the New Imposter Board (other than Dr. Li) (the "Antigua SSM Action"), challenging the purported continuation of the Special Meeting and the purported appointment of the New Imposter Board. Pursuant to the Antigua SSM Action, the Claimants are seeking declarations that the purported appointments of each member of the New Imposter Board at the invalid continuation of the Special Meeting were invalid and of no effect and that the purported continuation of the Special Meeting by the Dissenting Investor Group and each of the resolutions purportedly passed there at were invalid and of no effect. The Antigua SSM Action is currently pending. The Claimants have also filed a statement of claim (the "Disputed PIPE Claim") with the Eastern Caribbean Supreme Court in the High Court of Justice against Vivo Capital LLC, Vivo Fund VIII, Vivo Capital Surplus Fund VIII, L.P., Vivo Capital Fund IX, L.P., Prime Success, L.P. and Cede & Co. (the "Disputed PIPE Action"). Among other items, the Disputed PIPE Action challenges the validity of the Disputed PIPE (as defined in Amendment No. 2 to the Schedule 13D), and seeks a declaration that the Common Shares issued under the Disputed PIPE be set aside and a rectification of the Issuer's register of shareholders to delete any entries in respect of certain of the purported allotments and transfers of the Common Shares issued under the Disputed PIPE. The Disputed PIPE Claim was filed on May 6, 2025 and is currently pending. The reporting persons purchased the securities of the Issuer reported herein based on the reporting persons' belief that the securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the reporting persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the reporting persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the reporting persons may deem advisable. Other than in Dr. Li's capacity as the Chairman of the Board, no reporting person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein; however, the reporting persons, at any time and from time to time, may review, reconsider and change their intention with respect to any and all matters referred to in Item 4.
Item 4 is hereby amended and supplemented to add the following: The Issuer announced on July 10, 2025 a new board of directors of the Issuer (the "Board"), comprising Mr. Simon Anderson, Mr. Shan Fu, Mr. Shuge Jiao, Mr. Chiang Li, Mr. Yuk Lam Lo, Mr. Yumin Qiu, Mr. Yu Wang, Ms. Rui-Ping Xiao, Mr. Andrew Y Yan (as Chairman of the Board) and the Reporting Person. The Reporting Person has accepted the appointment and plans to participate in the future governance of the Issuer as a member of the newly Board. Except as set forth in this Item 4, the Reporting Person has no present plan or intention that would resu lt in or relate to the listed transactions described in Item 4 of Schedule 13D. The Reporting Person has engaged and will continue to engage in discussions with other shareholders of the Issuer regarding the Board, the corporate governance and similar matters that the Reporting Person believes would increase shareholder value, and depending on the outcome of the discussion, the Reporting Person may pursue plans or proposals that relate to or would result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D. The filing of this Amendment shall not be construed as an admission that the Reporting Person, on the one hand, and any other shareholders of the Issuer and their affiliates, on the other hand, are a group, or have agreed to act as a group with each other for purposes of Section 13(d) of the Act or for any other purpose. The Reporting Person expressly disclaims beneficial ownership of the common shares beneficially owned by other shareholders of the Issuer.
Item 4 is hereby supplemented and amended by adding the following: On July 7, 2025, the High Court of Antigua and Barbuda granted an interim injunction prohibiting the Reporting Persons and certain other shareholders from voting their shares at the Special Meeting (the "Injunction Order"). On July 8, 2025, the Court of Appeal of the Eastern Caribbean Supreme Court issued an order staying the Injunction Order (the "Stay Order"). After the Court of Appeal issued the Stay Order, the Special Meeting of Shareholders of the Issuer requisitioned by SAIF Partners IV L.P. ("SAIF") (the "Special Meeting") was convened. Mr. Chiang Li delivered a short statement and then purported to adjourn the Special Meeting. The Reporting Persons understand that the shareholders attending the Special Meeting then continued with the Special Meeting chaired by an incumbent director of the Issuer. The Reporting Persons voted their shares by proxy in favor of SAIF's proposals at the Special Meeting. The Reporting Persons understand that the shareholders of the Issuer approved both of SAIF's proposals at the Special Meeting and elected the nominees proposed by SAIF, including Mr. Yumin Qiu, a partner of Advantech Capital, to be the directors of the Issuer. Mr. Yumin Qiu accepted the appointment and intends to serve as a member of the board of directors of the Issuer. The Reporting Persons understand that on July 10, 2025, the previous directors removed at the Special Meeting issued a press release disputing the election results of the Special Meeting, and on July 11, 2025, the new board of directors of the Issuer elected at the Special Meeting issued a press release announcing the convening of the first board meeting. Except as set forth herein as may be necessary for defending their lawful interests in the Issuer in relation to the 2018 Private Placement, either alone or in coordination with any one or more shareholders of the Issuer, the Reporting Persons have no present plan or intention that would result in or relate to any of the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. Depending on discussions with other shareholders of the Issuer, the financial condition, results of operations and prospects of the Issuer and other factors that the Reporting Persons deem relevant, the Reporting Persons may take steps and pursue other plans or proposals that relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D. The filing of this Amendment No. 2 shall not be construed as an admission that the Reporting Persons and their affiliates, on the one hand, and any other shareholders of the Issuer and their affiliates, on the other hand, are a group, or have agreed to act as a group with each other for purposes of Section 13(d) of the Act or for any other purpose. The Reporting Persons expressly disclaim beneficial ownership of the common shares beneficially owned by other shareholders of the Issuer.
Item 4 is hereby supplemented and amended by adding the following: On July 7, 2025, the High Court of Antigua and Barbuda granted an interim injunction prohibiting the Reporting Persons and certain other shareholders from voting their shares at the Special Meeting (the "Injunction Order"). On July 8, 2025, the Court of Appeal of the Eastern Caribbean Supreme Court issued an order staying the Injunction Order (the "Stay Order"). After the Court of Appeal issued the Stay Order, the Special Meeting of Shareholders of the Issuer requisitioned by SAIF Partners IV L.P. ("SAIF") (the "Special Meeting") was convened. Mr. Chiang Li delivered a short statement and then purported to adjourn the Special Meeting. The Reporting Persons understand that the shareholders attending the Special Meeting then continued with the Special Meeting chaired by an incumbent director of the Issuer. The Reporting Persons voted their shares by proxy in favor of SAIF's proposals at the Special Meeting. The Reporting Persons understand that the shareholders of the Issuer approved both of SAIF's proposals at the Special Meeting and elected the nominees proposed by SAIF, including Mr. Yumin Qiu, a partner of Advantech Capital, to be the directors of the Issuer. Mr. Yumin Qiu accepted the appointment and intends to serve as a member of the board of directors of the Issuer. The Reporting Persons understand that on July 10, 2025, the previous directors removed at the Special Meeting issued a press release disputing the election results of the Special Meeting, and on July 11, 2025, the new board of directors of the Issuer elected at the Special Meeting issued a press release announcing the convening of the first board meeting. Except as set forth herein as may be necessary for defending their lawful interests in the Issuer in relation to the 2018 Private Placement, either alone or in coordination with any one or more shareholders of the Issuer, the Reporting Persons have no present plan or intention that would result in or relate to any of the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. Depending on discussions with other shareholders of the Issuer, the financial condition, results of operations and prospects of the Issuer and other factors that the Reporting Persons deem relevant, the Reporting Persons may take steps and pursue other plans or proposals that relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D. The filing of this Amendment No. 2 shall not be construed as an admission that the Reporting Persons and their affiliates, on the one hand, and any other shareholders of the Issuer and their affiliates, on the other hand, are a group, or have agreed to act as a group with each other for purposes of Section 13(d) of the Act or for any other purpose. The Reporting Persons expressly disclaim beneficial ownership of the common shares beneficially owned by other shareholders of the Issuer.
Item 4 is hereby supplemented and amended by adding the following: On July 7, 2025, the High Court of Antigua and Barbuda granted an interim injunction prohibiting the Reporting Persons and certain other shareholders from voting their shares at the Special Meeting (the "Injunction Order"). On July 8, 2025, the Court of Appeal of the Eastern Caribbean Supreme Court issued an order staying the Injunction Order (the "Stay Order"). After the Court of Appeal issued the Stay Order, the Special Meeting of Shareholders of the Issuer requisitioned by SAIF Partners IV L.P. ("SAIF") (the "Special Meeting") was convened. Mr. Chiang Li delivered a short statement and then purported to adjourn the Special Meeting. The Reporting Persons understand that the shareholders attending the Special Meeting then continued with the Special Meeting chaired by an incumbent director of the Issuer. The Reporting Persons voted their shares by proxy in favor of SAIF's proposals at the Special Meeting. The Reporting Persons understand that the shareholders of the Issuer approved both of SAIF's proposals at the Special Meeting and elected the nominees proposed by SAIF, including Mr. Yumin Qiu, a partner of Advantech Capital, to be the directors of the Issuer. Mr. Yumin Qiu accepted the appointment and intends to serve as a member of the board of directors of the Issuer. The Reporting Persons understand that on July 10, 2025, the previous directors removed at the Special Meeting issued a press release disputing the election results of the Special Meeting, and on July 11, 2025, the new board of directors of the Issuer elected at the Special Meeting issued a press release announcing the convening of the first board meeting. Except as set forth herein as may be necessary for defending their lawful interests in the Issuer in relation to the 2018 Private Placement, either alone or in coordination with any one or more shareholders of the Issuer, the Reporting Persons have no present plan or intention that would result in or relate to any of the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. Depending on discussions with other shareholders of the Issuer, the financial condition, results of operations and prospects of the Issuer and other factors that the Reporting Persons deem relevant, the Reporting Persons may take steps and pursue other plans or proposals that relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D. The filing of this Amendment No. 2 shall not be construed as an admission that the Reporting Persons and their affiliates, on the one hand, and any other shareholders of the Issuer and their affiliates, on the other hand, are a group, or have agreed to act as a group with each other for purposes of Section 13(d) of the Act or for any other purpose. The Reporting Persons expressly disclaim beneficial ownership of the common shares beneficially owned by other shareholders of the Issuer.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| SAIF Partners IV L.P. | 13D/AActivist | 15% | 10.78M | Dec 17, 2025 |
| SAIF IV GP, L.P. | 13D/AActivist | 15% | 10.78M | Dec 17, 2025 |
| SAIF IV GP Capital Ltd. | 13D/AActivist | 15% | 10.78M | Dec 17, 2025 |
| 1Globe Capital LLC | 13D/AActivist | 32.3% | 18.52M | Sep 12, 2025 |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On July 25, 2025, Vivo Capital Surplus Fund VIII, L.P. ("Vivo Fund VIII") filed an amended complaint (the "Amended Complaint") with the U.S. District Court for the Commonwealth of Massachusetts in the civil action initiated by Vivo Fund VIII on April 14, 2025 and previously disclosed in Amendment No. 6 to the Schedule 13D (the "Vivo Action"). In the Amended Complaint, Vivo Fund VIII alleges a disclosure violation claim under Section 13(d) of the Securities Exchange Act of 1934, repeating in a single count the allegations that appeared in its original complaint. Among other things, Vivo Fund VIII alleges that (1) Dr. Li has not filed a Schedule 13D and as a result investors do not know how many Sinovac shares he beneficially owns; (2) 1Globe Capital LLC disclaims in its Schedule 13D Amendments any "arrangement" or "agreement" with OrbiMed Advisors LLC and OrbiMed Capital LLC (collectively, "OrbiMed"), but has not disclosed whether it and OrbiMed have any "understandings" or "relationship"; and (3) the Schedule 13D Amendments include no disclosure regarding defendants and OrbiMed's "ongoing plans and proposals to regain their control of Sinovac," now that Vivo Fund VIII alleges that there was a change in control at the Special Meeting (as defined and discussed below). The foregoing summary of the Amended Complaint does not purport to be complete and is qualified in its entirety by the full copy of the Amended Complaint, which is attached hereto as Exhibit 99.4 and is incorporated herein by reference. 1Globe Capital LLC and Dr. Li dispute Vivo Fund VIII's claim and intend to vigorously defend against it. On August 15, 2025, 1Globe Capital LLC and Dr. Li filed a motion to dismiss the Amended Complaint and motion to dissolve the preliminary injunction (the "Motion to Dismiss") and a brief in support of the foregoing motion (the "Brief in Support of Motion to Dismiss") entered by the Court in the Vivo Action and previously disclosed in Amendment No. 6 to the Schedule 13D. The Brief in Support of Motion to Dismiss explains that the Vivo Action is without basis, Vivo Fund VIII lacks standing to bring the Vivo Action, the Vivo Action has been rendered moot by the reporting persons' subsequent Schedule 13D filings, and the Vivo Action has been maintained solely for the purpose of harassing the current Board installed by the Privy Council's Order and per Antiguan law following the non-appealable ruling by the Privy Council. The foregoing summaries of Motion to Dismiss and the Brief in Support of Motion to Dismiss do not purport to be complete and are qualified in their entirety by the full copies of the Brief in Support of Motion to Dismiss and the Motion to Dismiss, which are attached hereto as Exhibits 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. On August 29, 2025, Vivo Fund VIII filed a memorandum in opposition to the Motion to Dismiss. On September 10, 2025, 1Globe Capital LLC and Dr. Li filed a reply to the memorandum in opposition to the Motion to Dismiss filed by Vivo Fund VIII (the "Reply to Vivo"). A copy of the Reply to Vivo is attached hereto as Exhibit 99.3 and is incorporated herein by reference. On July 8, 2025, the Issuer opened and validly adjourned its Special Meeting of Shareholders (the "Special Meeting"), in light of the Disputed PIPE Action (as defined below). Immediately after the Special Meeting was validly adjourned, counsel representing SAIF Partners IV L.P. ("SAIF"), Advantech Capital Partners Ltd., Prime Success, L.P. and Vivo Capital LLC (collectively, the "Dissenting Investor Group") purported to organize a continuation of the Special Meeting on a minibus at an unannounced location and time where an alleged "new" Board was elected (the "New Imposter Board") without required quorum and without a notice to the incumbent Board or to any other shareholders. According to the Dissenting Investor Group, Dr. Li was elected as one of the directors of the Issuer. The reporting persons do not believe the New Imposter Board has been validly elected and support the current Board installed by the Privy Council's Order and per Antiguan law. On August 11, 2025, the Issuer, 1Globe Capital LLC and OrbiMed Partners Master Fund Limited (collectively, the "Claimants") filed a statement of claim (the "Antigua SSM Claim") with the Eastern Caribbean Supreme Court in the High Court of Justice against SAIF and each of the members of the New Imposter Board (other than Dr. Li) (the "Antigua SSM Action"), challenging the purported continuation of the Special Meeting and the purported appointment of the New Imposter Board. Pursuant to the Antigua SSM Action, the Claimants are seeking declarations that the purported appointments of each member of the New Imposter Board at the invalid continuation of the Special Meeting were invalid and of no effect and that the purported continuation of the Special Meeting by the Dissenting Investor Group and each of the resolutions purportedly passed there at were invalid and of no effect. The Antigua SSM Action is currently pending. The Claimants have also filed a statement of claim (the "Disputed PIPE Claim") with the Eastern Caribbean Supreme Court in the High Court of Justice against Vivo Capital LLC, Vivo Fund VIII, Vivo Capital Surplus Fund VIII, L.P., Vivo Capital Fund IX, L.P., Prime Success, L.P. and Cede & Co. (the "Disputed PIPE Action"). Among other items, the Disputed PIPE Action challenges the validity of the Disputed PIPE (as defined in Amendment No. 2 to the Schedule 13D), and seeks a declaration that the Common Shares issued under the Disputed PIPE be set aside and a rectification of the Issuer's register of shareholders to delete any entries in respect of certain of the purported allotments and transfers of the Common Shares issued under the Disputed PIPE. The Disputed PIPE Claim was filed on May 6, 2025 and is currently pending. The reporting persons purchased the securities of the Issuer reported herein based on the reporting persons' belief that the securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the reporting persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the reporting persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the reporting persons may deem advisable. Other than in Dr. Li's capacity as the Chairman of the Board, no reporting person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein; however, the reporting persons, at any time and from time to time, may review, reconsider and change their intention with respect to any and all matters referred to in Item 4. | ||||
| 1Globe Biomedical (Hong Kong) Company Limited | 13D/AActivist | 32.3% | 18.52M | Sep 12, 2025 |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On July 25, 2025, Vivo Capital Surplus Fund VIII, L.P. ("Vivo Fund VIII") filed an amended complaint (the "Amended Complaint") with the U.S. District Court for the Commonwealth of Massachusetts in the civil action initiated by Vivo Fund VIII on April 14, 2025 and previously disclosed in Amendment No. 6 to the Schedule 13D (the "Vivo Action"). In the Amended Complaint, Vivo Fund VIII alleges a disclosure violation claim under Section 13(d) of the Securities Exchange Act of 1934, repeating in a single count the allegations that appeared in its original complaint. Among other things, Vivo Fund VIII alleges that (1) Dr. Li has not filed a Schedule 13D and as a result investors do not know how many Sinovac shares he beneficially owns; (2) 1Globe Capital LLC disclaims in its Schedule 13D Amendments any "arrangement" or "agreement" with OrbiMed Advisors LLC and OrbiMed Capital LLC (collectively, "OrbiMed"), but has not disclosed whether it and OrbiMed have any "understandings" or "relationship"; and (3) the Schedule 13D Amendments include no disclosure regarding defendants and OrbiMed's "ongoing plans and proposals to regain their control of Sinovac," now that Vivo Fund VIII alleges that there was a change in control at the Special Meeting (as defined and discussed below). The foregoing summary of the Amended Complaint does not purport to be complete and is qualified in its entirety by the full copy of the Amended Complaint, which is attached hereto as Exhibit 99.4 and is incorporated herein by reference. 1Globe Capital LLC and Dr. Li dispute Vivo Fund VIII's claim and intend to vigorously defend against it. On August 15, 2025, 1Globe Capital LLC and Dr. Li filed a motion to dismiss the Amended Complaint and motion to dissolve the preliminary injunction (the "Motion to Dismiss") and a brief in support of the foregoing motion (the "Brief in Support of Motion to Dismiss") entered by the Court in the Vivo Action and previously disclosed in Amendment No. 6 to the Schedule 13D. The Brief in Support of Motion to Dismiss explains that the Vivo Action is without basis, Vivo Fund VIII lacks standing to bring the Vivo Action, the Vivo Action has been rendered moot by the reporting persons' subsequent Schedule 13D filings, and the Vivo Action has been maintained solely for the purpose of harassing the current Board installed by the Privy Council's Order and per Antiguan law following the non-appealable ruling by the Privy Council. The foregoing summaries of Motion to Dismiss and the Brief in Support of Motion to Dismiss do not purport to be complete and are qualified in their entirety by the full copies of the Brief in Support of Motion to Dismiss and the Motion to Dismiss, which are attached hereto as Exhibits 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. On August 29, 2025, Vivo Fund VIII filed a memorandum in opposition to the Motion to Dismiss. On September 10, 2025, 1Globe Capital LLC and Dr. Li filed a reply to the memorandum in opposition to the Motion to Dismiss filed by Vivo Fund VIII (the "Reply to Vivo"). A copy of the Reply to Vivo is attached hereto as Exhibit 99.3 and is incorporated herein by reference. On July 8, 2025, the Issuer opened and validly adjourned its Special Meeting of Shareholders (the "Special Meeting"), in light of the Disputed PIPE Action (as defined below). Immediately after the Special Meeting was validly adjourned, counsel representing SAIF Partners IV L.P. ("SAIF"), Advantech Capital Partners Ltd., Prime Success, L.P. and Vivo Capital LLC (collectively, the "Dissenting Investor Group") purported to organize a continuation of the Special Meeting on a minibus at an unannounced location and time where an alleged "new" Board was elected (the "New Imposter Board") without required quorum and without a notice to the incumbent Board or to any other shareholders. According to the Dissenting Investor Group, Dr. Li was elected as one of the directors of the Issuer. The reporting persons do not believe the New Imposter Board has been validly elected and support the current Board installed by the Privy Council's Order and per Antiguan law. On August 11, 2025, the Issuer, 1Globe Capital LLC and OrbiMed Partners Master Fund Limited (collectively, the "Claimants") filed a statement of claim (the "Antigua SSM Claim") with the Eastern Caribbean Supreme Court in the High Court of Justice against SAIF and each of the members of the New Imposter Board (other than Dr. Li) (the "Antigua SSM Action"), challenging the purported continuation of the Special Meeting and the purported appointment of the New Imposter Board. Pursuant to the Antigua SSM Action, the Claimants are seeking declarations that the purported appointments of each member of the New Imposter Board at the invalid continuation of the Special Meeting were invalid and of no effect and that the purported continuation of the Special Meeting by the Dissenting Investor Group and each of the resolutions purportedly passed there at were invalid and of no effect. The Antigua SSM Action is currently pending. The Claimants have also filed a statement of claim (the "Disputed PIPE Claim") with the Eastern Caribbean Supreme Court in the High Court of Justice against Vivo Capital LLC, Vivo Fund VIII, Vivo Capital Surplus Fund VIII, L.P., Vivo Capital Fund IX, L.P., Prime Success, L.P. and Cede & Co. (the "Disputed PIPE Action"). Among other items, the Disputed PIPE Action challenges the validity of the Disputed PIPE (as defined in Amendment No. 2 to the Schedule 13D), and seeks a declaration that the Common Shares issued under the Disputed PIPE be set aside and a rectification of the Issuer's register of shareholders to delete any entries in respect of certain of the purported allotments and transfers of the Common Shares issued under the Disputed PIPE. The Disputed PIPE Claim was filed on May 6, 2025 and is currently pending. The reporting persons purchased the securities of the Issuer reported herein based on the reporting persons' belief that the securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the reporting persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the reporting persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the reporting persons may deem advisable. Other than in Dr. Li's capacity as the Chairman of the Board, no reporting person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein; however, the reporting persons, at any time and from time to time, may review, reconsider and change their intention with respect to any and all matters referred to in Item 4. | ||||
| Jiaqiang Li | 13D/AActivist | 32.3% | 18.52M | Sep 12, 2025 |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On July 25, 2025, Vivo Capital Surplus Fund VIII, L.P. ("Vivo Fund VIII") filed an amended complaint (the "Amended Complaint") with the U.S. District Court for the Commonwealth of Massachusetts in the civil action initiated by Vivo Fund VIII on April 14, 2025 and previously disclosed in Amendment No. 6 to the Schedule 13D (the "Vivo Action"). In the Amended Complaint, Vivo Fund VIII alleges a disclosure violation claim under Section 13(d) of the Securities Exchange Act of 1934, repeating in a single count the allegations that appeared in its original complaint. Among other things, Vivo Fund VIII alleges that (1) Dr. Li has not filed a Schedule 13D and as a result investors do not know how many Sinovac shares he beneficially owns; (2) 1Globe Capital LLC disclaims in its Schedule 13D Amendments any "arrangement" or "agreement" with OrbiMed Advisors LLC and OrbiMed Capital LLC (collectively, "OrbiMed"), but has not disclosed whether it and OrbiMed have any "understandings" or "relationship"; and (3) the Schedule 13D Amendments include no disclosure regarding defendants and OrbiMed's "ongoing plans and proposals to regain their control of Sinovac," now that Vivo Fund VIII alleges that there was a change in control at the Special Meeting (as defined and discussed below). The foregoing summary of the Amended Complaint does not purport to be complete and is qualified in its entirety by the full copy of the Amended Complaint, which is attached hereto as Exhibit 99.4 and is incorporated herein by reference. 1Globe Capital LLC and Dr. Li dispute Vivo Fund VIII's claim and intend to vigorously defend against it. On August 15, 2025, 1Globe Capital LLC and Dr. Li filed a motion to dismiss the Amended Complaint and motion to dissolve the preliminary injunction (the "Motion to Dismiss") and a brief in support of the foregoing motion (the "Brief in Support of Motion to Dismiss") entered by the Court in the Vivo Action and previously disclosed in Amendment No. 6 to the Schedule 13D. The Brief in Support of Motion to Dismiss explains that the Vivo Action is without basis, Vivo Fund VIII lacks standing to bring the Vivo Action, the Vivo Action has been rendered moot by the reporting persons' subsequent Schedule 13D filings, and the Vivo Action has been maintained solely for the purpose of harassing the current Board installed by the Privy Council's Order and per Antiguan law following the non-appealable ruling by the Privy Council. The foregoing summaries of Motion to Dismiss and the Brief in Support of Motion to Dismiss do not purport to be complete and are qualified in their entirety by the full copies of the Brief in Support of Motion to Dismiss and the Motion to Dismiss, which are attached hereto as Exhibits 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. On August 29, 2025, Vivo Fund VIII filed a memorandum in opposition to the Motion to Dismiss. On September 10, 2025, 1Globe Capital LLC and Dr. Li filed a reply to the memorandum in opposition to the Motion to Dismiss filed by Vivo Fund VIII (the "Reply to Vivo"). A copy of the Reply to Vivo is attached hereto as Exhibit 99.3 and is incorporated herein by reference. On July 8, 2025, the Issuer opened and validly adjourned its Special Meeting of Shareholders (the "Special Meeting"), in light of the Disputed PIPE Action (as defined below). Immediately after the Special Meeting was validly adjourned, counsel representing SAIF Partners IV L.P. ("SAIF"), Advantech Capital Partners Ltd., Prime Success, L.P. and Vivo Capital LLC (collectively, the "Dissenting Investor Group") purported to organize a continuation of the Special Meeting on a minibus at an unannounced location and time where an alleged "new" Board was elected (the "New Imposter Board") without required quorum and without a notice to the incumbent Board or to any other shareholders. According to the Dissenting Investor Group, Dr. Li was elected as one of the directors of the Issuer. The reporting persons do not believe the New Imposter Board has been validly elected and support the current Board installed by the Privy Council's Order and per Antiguan law. On August 11, 2025, the Issuer, 1Globe Capital LLC and OrbiMed Partners Master Fund Limited (collectively, the "Claimants") filed a statement of claim (the "Antigua SSM Claim") with the Eastern Caribbean Supreme Court in the High Court of Justice against SAIF and each of the members of the New Imposter Board (other than Dr. Li) (the "Antigua SSM Action"), challenging the purported continuation of the Special Meeting and the purported appointment of the New Imposter Board. Pursuant to the Antigua SSM Action, the Claimants are seeking declarations that the purported appointments of each member of the New Imposter Board at the invalid continuation of the Special Meeting were invalid and of no effect and that the purported continuation of the Special Meeting by the Dissenting Investor Group and each of the resolutions purportedly passed there at were invalid and of no effect. The Antigua SSM Action is currently pending. The Claimants have also filed a statement of claim (the "Disputed PIPE Claim") with the Eastern Caribbean Supreme Court in the High Court of Justice against Vivo Capital LLC, Vivo Fund VIII, Vivo Capital Surplus Fund VIII, L.P., Vivo Capital Fund IX, L.P., Prime Success, L.P. and Cede & Co. (the "Disputed PIPE Action"). Among other items, the Disputed PIPE Action challenges the validity of the Disputed PIPE (as defined in Amendment No. 2 to the Schedule 13D), and seeks a declaration that the Common Shares issued under the Disputed PIPE be set aside and a rectification of the Issuer's register of shareholders to delete any entries in respect of certain of the purported allotments and transfers of the Common Shares issued under the Disputed PIPE. The Disputed PIPE Claim was filed on May 6, 2025 and is currently pending. The reporting persons purchased the securities of the Issuer reported herein based on the reporting persons' belief that the securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the reporting persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the reporting persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the reporting persons may deem advisable. Other than in Dr. Li's capacity as the Chairman of the Board, no reporting person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein; however, the reporting persons, at any time and from time to time, may review, reconsider and change their intention with respect to any and all matters referred to in Item 4. | ||||
| Weidong Yin | 13D/AActivist | 8.85% | 6.36M | Jul 15, 2025 |
Item 4 is hereby amended and supplemented to add the following: The Issuer announced on July 10, 2025 a new board of directors of the Issuer (the "Board"), comprising Mr. Simon Anderson, Mr. Shan Fu, Mr. Shuge Jiao, Mr. Chiang Li, Mr. Yuk Lam Lo, Mr. Yumin Qiu, Mr. Yu Wang, Ms. Rui-Ping Xiao, Mr. Andrew Y Yan (as Chairman of the Board) and the Reporting Person. The Reporting Person has accepted the appointment and plans to participate in the future governance of the Issuer as a member of the newly Board. Except as set forth in this Item 4, the Reporting Person has no present plan or intention that would resu lt in or relate to the listed transactions described in Item 4 of Schedule 13D. The Reporting Person has engaged and will continue to engage in discussions with other shareholders of the Issuer regarding the Board, the corporate governance and similar matters that the Reporting Person believes would increase shareholder value, and depending on the outcome of the discussion, the Reporting Person may pursue plans or proposals that relate to or would result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D. The filing of this Amendment shall not be construed as an admission that the Reporting Person, on the one hand, and any other shareholders of the Issuer and their affiliates, on the other hand, are a group, or have agreed to act as a group with each other for purposes of Section 13(d) of the Act or for any other purpose. The Reporting Person expressly disclaims beneficial ownership of the common shares beneficially owned by other shareholders of the Issuer. | ||||
| Advantech Capital L.P. | 13D/AActivist | 8.14% | 5.85M | Jul 14, 2025 |
Item 4 is hereby supplemented and amended by adding the following: On July 7, 2025, the High Court of Antigua and Barbuda granted an interim injunction prohibiting the Reporting Persons and certain other shareholders from voting their shares at the Special Meeting (the "Injunction Order"). On July 8, 2025, the Court of Appeal of the Eastern Caribbean Supreme Court issued an order staying the Injunction Order (the "Stay Order"). After the Court of Appeal issued the Stay Order, the Special Meeting of Shareholders of the Issuer requisitioned by SAIF Partners IV L.P. ("SAIF") (the "Special Meeting") was convened. Mr. Chiang Li delivered a short statement and then purported to adjourn the Special Meeting. The Reporting Persons understand that the shareholders attending the Special Meeting then continued with the Special Meeting chaired by an incumbent director of the Issuer. The Reporting Persons voted their shares by proxy in favor of SAIF's proposals at the Special Meeting. The Reporting Persons understand that the shareholders of the Issuer approved both of SAIF's proposals at the Special Meeting and elected the nominees proposed by SAIF, including Mr. Yumin Qiu, a partner of Advantech Capital, to be the directors of the Issuer. Mr. Yumin Qiu accepted the appointment and intends to serve as a member of the board of directors of the Issuer. The Reporting Persons understand that on July 10, 2025, the previous directors removed at the Special Meeting issued a press release disputing the election results of the Special Meeting, and on July 11, 2025, the new board of directors of the Issuer elected at the Special Meeting issued a press release announcing the convening of the first board meeting. Except as set forth herein as may be necessary for defending their lawful interests in the Issuer in relation to the 2018 Private Placement, either alone or in coordination with any one or more shareholders of the Issuer, the Reporting Persons have no present plan or intention that would result in or relate to any of the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. Depending on discussions with other shareholders of the Issuer, the financial condition, results of operations and prospects of the Issuer and other factors that the Reporting Persons deem relevant, the Reporting Persons may take steps and pursue other plans or proposals that relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D. The filing of this Amendment No. 2 shall not be construed as an admission that the Reporting Persons and their affiliates, on the one hand, and any other shareholders of the Issuer and their affiliates, on the other hand, are a group, or have agreed to act as a group with each other for purposes of Section 13(d) of the Act or for any other purpose. The Reporting Persons expressly disclaim beneficial ownership of the common shares beneficially owned by other shareholders of the Issuer. | ||||
| Advantech Capital Partners Ltd. | 13D/AActivist | 8.14% | 5.85M | Jul 14, 2025 |
Item 4 is hereby supplemented and amended by adding the following: On July 7, 2025, the High Court of Antigua and Barbuda granted an interim injunction prohibiting the Reporting Persons and certain other shareholders from voting their shares at the Special Meeting (the "Injunction Order"). On July 8, 2025, the Court of Appeal of the Eastern Caribbean Supreme Court issued an order staying the Injunction Order (the "Stay Order"). After the Court of Appeal issued the Stay Order, the Special Meeting of Shareholders of the Issuer requisitioned by SAIF Partners IV L.P. ("SAIF") (the "Special Meeting") was convened. Mr. Chiang Li delivered a short statement and then purported to adjourn the Special Meeting. The Reporting Persons understand that the shareholders attending the Special Meeting then continued with the Special Meeting chaired by an incumbent director of the Issuer. The Reporting Persons voted their shares by proxy in favor of SAIF's proposals at the Special Meeting. The Reporting Persons understand that the shareholders of the Issuer approved both of SAIF's proposals at the Special Meeting and elected the nominees proposed by SAIF, including Mr. Yumin Qiu, a partner of Advantech Capital, to be the directors of the Issuer. Mr. Yumin Qiu accepted the appointment and intends to serve as a member of the board of directors of the Issuer. The Reporting Persons understand that on July 10, 2025, the previous directors removed at the Special Meeting issued a press release disputing the election results of the Special Meeting, and on July 11, 2025, the new board of directors of the Issuer elected at the Special Meeting issued a press release announcing the convening of the first board meeting. Except as set forth herein as may be necessary for defending their lawful interests in the Issuer in relation to the 2018 Private Placement, either alone or in coordination with any one or more shareholders of the Issuer, the Reporting Persons have no present plan or intention that would result in or relate to any of the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. Depending on discussions with other shareholders of the Issuer, the financial condition, results of operations and prospects of the Issuer and other factors that the Reporting Persons deem relevant, the Reporting Persons may take steps and pursue other plans or proposals that relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D. The filing of this Amendment No. 2 shall not be construed as an admission that the Reporting Persons and their affiliates, on the one hand, and any other shareholders of the Issuer and their affiliates, on the other hand, are a group, or have agreed to act as a group with each other for purposes of Section 13(d) of the Act or for any other purpose. The Reporting Persons expressly disclaim beneficial ownership of the common shares beneficially owned by other shareholders of the Issuer. | ||||
| Green Vision Partners Limited | 13D/AActivist | 8.14% | 5.85M | Jul 14, 2025 |
Item 4 is hereby supplemented and amended by adding the following: On July 7, 2025, the High Court of Antigua and Barbuda granted an interim injunction prohibiting the Reporting Persons and certain other shareholders from voting their shares at the Special Meeting (the "Injunction Order"). On July 8, 2025, the Court of Appeal of the Eastern Caribbean Supreme Court issued an order staying the Injunction Order (the "Stay Order"). After the Court of Appeal issued the Stay Order, the Special Meeting of Shareholders of the Issuer requisitioned by SAIF Partners IV L.P. ("SAIF") (the "Special Meeting") was convened. Mr. Chiang Li delivered a short statement and then purported to adjourn the Special Meeting. The Reporting Persons understand that the shareholders attending the Special Meeting then continued with the Special Meeting chaired by an incumbent director of the Issuer. The Reporting Persons voted their shares by proxy in favor of SAIF's proposals at the Special Meeting. The Reporting Persons understand that the shareholders of the Issuer approved both of SAIF's proposals at the Special Meeting and elected the nominees proposed by SAIF, including Mr. Yumin Qiu, a partner of Advantech Capital, to be the directors of the Issuer. Mr. Yumin Qiu accepted the appointment and intends to serve as a member of the board of directors of the Issuer. The Reporting Persons understand that on July 10, 2025, the previous directors removed at the Special Meeting issued a press release disputing the election results of the Special Meeting, and on July 11, 2025, the new board of directors of the Issuer elected at the Special Meeting issued a press release announcing the convening of the first board meeting. Except as set forth herein as may be necessary for defending their lawful interests in the Issuer in relation to the 2018 Private Placement, either alone or in coordination with any one or more shareholders of the Issuer, the Reporting Persons have no present plan or intention that would result in or relate to any of the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. Depending on discussions with other shareholders of the Issuer, the financial condition, results of operations and prospects of the Issuer and other factors that the Reporting Persons deem relevant, the Reporting Persons may take steps and pursue other plans or proposals that relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D. The filing of this Amendment No. 2 shall not be construed as an admission that the Reporting Persons and their affiliates, on the one hand, and any other shareholders of the Issuer and their affiliates, on the other hand, are a group, or have agreed to act as a group with each other for purposes of Section 13(d) of the Act or for any other purpose. The Reporting Persons expressly disclaim beneficial ownership of the common shares beneficially owned by other shareholders of the Issuer. | ||||