In response to the announcement of the purported re-election of all directors, dated March 5, 2018, made by the former directors of Sinovac Biotech Ltd. (NASDAQ: SVA) ("Sinovac" or the "Company"), we, the newly-elected directors, hereby make the following statements:
On February 6, 2018, Sinovac held and completed its 2017 Annual Meeting of Shareholders (the "Shareholders Meeting") in Beijing, PRC. Upon the Company's calculation of the votes and evaluating the quorum and results of the Shareholders Meeting, the holders of 28,903,784 shares of the Company's Common Stock representing 50.47% of the issued and outstanding shares of the Company's Common Stock, were present in person or represented by proxy, and a quorum was present for all matters voted on at the Shareholders Meeting.
At the Shareholders Meeting, the shareholders of the Company:
voted against the re-election of four members of the incumbent Board, namely Messrs. Weidong Yin, Kenneth Lee, Meng Mei, and Simon Anderson;
elected four new individuals to its Board of Directors, namely Messrs. Guowei Wang, Hoi Fung Qiu, Jianzeng Cao, and Pengfei Li, effectively immediately; and
re-elected Mr. Yuk Lam Lo to its Board of Directors.
The new members of the Board of Directors were appointed by approximately 55.16% of all votes present and voting. Effective immediately following the Shareholders Meeting, the Company's Board is comprised of Messrs. Guowei Wang, Hoi Fung Qiu, Jianzeng Cao, Pengfei Li, and Yuk Lam Lo (the "Current Board"), and Messrs. Weidong Yin, Kenneth Lee, Meng Mei and Simon Anderson (collectively, the "Former Directors") are no longer authorized by the shareholders to act as directors of the Company.
We, the Current Board, believe that the Former Directors have proven themselves incapable of acting in the best interests of the Company and the shareholders. We note that the voting card prepared by the Former Directors did not provide fair and equal voting options and would have deprived Sinovac shareholders of their fundamental right to elect the Company's Board of Directors. Specifically, the voting card did not provide an option to vote "against" the re-election of the Former Directors, but only allowed shareholders to vote "agree" or "abstain." Further, according to the voting instructions prepared by the Former Directors, abstentions would not count as votes casted. As a result, the voting card prepared by the Former Directors guaranteed that the Former Directors would have been re-elected, given that there was no way to vote against them. We condemn this type of self-interested actions as they are not in the best interests of the Company and its shareholders.
The announcement of the purported re-election of all directors dated March 5, 2018, was not authorized.
On March 5, 2018, at the direction of the Former Directors, an announcement was made stating that, among other things, the Company had determined, after consultation with Antigua legal counsel, that a ballot proposed by certain shareholders at the Shareholders Meeting was invalid and therefore, all five of Sinovac's incumbent directors were re-elected by a majority of the votes validly casted. In addition, the announcement stated that two lawsuits had been filed on behalf of the Company in connection with the election of directors at the Shareholders Meeting.
We hereby declare that the March 5, 2018 announcement was not authorized by the Current Board elected by shareholders on Feb 6th, 2018, and, therefore, has no legal effect and should not be released to mislead the public and Sinovac's shareholders.
The Former Directors did NOT have authorization to initiate two frivolous claims against its shareholders
We understand that on March 5, 2018, the Former Directors caused the Company to file two lawsuits in connection with the election of directors at the Shareholders Meeting, one of which was filed in the Delaware Court of Chancery seeking a determination by the Court whether certain shareholders triggered the Company's shareholder rights plan, and the other was filed in the United States District Court of Massachusetts alleging that certain shareholders failed to make required disclosures in accordance with Section 13(d) of the Securities Exchange Act...
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