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SINOVAC Announces New Board Pursuant to Privy Council Judgment and Order
BEIJING – Sinovac Biotech Ltd. (NASDAQ:SVA) ("SINOVAC" or the "Company"), a leading provider of biopharmaceutical products in China, today announced that SINOVAC has received on February 8, 2025 a formal court order (the "Order") from the Privy Council following the previously announced Privy Council Judgment (the "Judgment") which ruled, among others, that (i) the slate of nominees proposed by a group of shareholders at the 2018 Annual General Meeting was rightfully elected to the board of directors of SINOVAC and (ii) the Company’s Rights Agreement (also known as poison pill agreement) was invalid. Upon the receipt of the Order, SINOVAC has begun to implement the Judgment and the Order.
As the Company's Rights Agreement is void, all the exchange shares issued pursuant to the Rights Agreement (the “Exchange Shares”), including 27,777,341 common shares and all 14,630,813 Convertible Series B Preferred Shares of SINOVAC, held by the 2019 Rights Exchange Trust, are void and will be cancelled.
The current members of the new SINOVAC Board of Directors (the “New Board”) are Dr. Chiang Li (Chairman), Mr. Yuk Lam Lo, Dr. David Guowei Wang, Mr. Pengfei Li and Mr. Jianzeng Cao. The New Board has determined that Dr. Chiang Li, Mr. Yuk Lam Lo, and Dr. David Guowei Wang, constituting three of the five directors, are independent directors. Mr. Lo and Dr. Wang are the members of the New Board’s Audit Committee. Dr. Li, Mr. Lo and Dr. Wang are the members of the New Board’s Compensation Committee and the Corporate Governance and Nominating Committee. The New Board will need to appoint a third member for the Audit Committee to meet the Nasdaq Rule 5605 requirement. The executive management of SINOVAC remains unchanged.
SINOVAC's New Board is committed to acting in the best interests of the Company as well as maximizing the value for all shareholders. Under the leadership of the New Board, the Company is determined to maintain transparency and uphold high standards of corporate governance.
As a result of the invalid poison pill agreement implemented by the former directors, trading in SINOVAC's shares has been halted over the past six years. The New Board is in communication with Nasdaq and is working diligently to respond to Nasdaq’s questions and requests so as to provide for continued listing of the Company's shares. Moreover, the New Board has initiated the process to cancel invalid Exchange Shares and to determine the valid shares issued and outstanding in order to achieve trading resumption.
The Company will also provide a business update in due course.
About the Judgment from the Privy Council
Enclosed for your information is a link to the full text of the Judgment:
https://jcpc.uk/uploads/jcpc_2022_0041_0062_judgment_d94de5cc2a.pdf
Contacts
Sinovac Biotech Ltd.
Helen Yang
Tel: +86-10-8279 9779
Email: ir@sinovac.com
About SINOVAC
Sinovac Biotech Ltd. (SINOVAC) is a China-based global biopharmaceutical company, with a mission of "supply vaccines to eliminate human diseases", the company specializes in the research, development, manufacturing and commercialization of vaccines and related biological products that protect against human infectious diseases.
The company's diversified portfolio includes vaccines for influenza, viral hepatitis, varicella, Hand-Foot-Mouth disease (HFMD), poliomyelitis, pneumococcal disease, etc., of which 3 vaccines have been prequalified by WHO, including inactivated hepatitis A vaccine Healive®, Sabin-strain inactivated polio vaccine (sIPV), and varicella vaccine.
SINOVAC has a leading edge in developing vaccines to combat infectious disease outbreaks and was among the first to initiate R&D during major public health emergencies, including SARS, H5N1, H1N1, and COVID-19. The company developed the world's first inactivated SARS vaccine (Phase I completed), China's first H5N1 influenza vaccine (Panflu®), the world's first H1N1 influenza vaccine (Panflu.1®), and CoronaVac®, the most widely used inactivated COVID-19 vaccine globally.
Beyond its marketed portfolio, the company is advancing a robust pipeline that includes combination vaccines,recombinant protein vaccines and next-generation platforms such as mRNA technologies and antibodies.
With a long-standing commitment to innovation and global health, SINOVAC is expanding its global footprint by strengthening partnerships with research institutions, international organizations, and local partners. Through broader market presence, technological cooperation, and localized production, the company aims to accelerate vaccine development and supply, enhance regional access to high-quality products, and better address unmet medical needs while improving preparedness for future pandemics.
For more information, please see the Company’s website at www.sinovac.com.