UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
SINOVAC BIOTECH
LTD.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
P8696W104
(CUSIP Number)
Andrew Y. Yan
c/o SAIF Advisors Limited
Suite 2516-2520, Two Pacific Place
88 Queensway
Hong Kong
+852 2918-2200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 1, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
| CUSIP No. P8696W104 |
|
Page 2 of 6 Pages |
| 1. |
Names of Reporting Persons
SAIF Partners IV L.P. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b) x |
| 3. |
SEC Use Only
|
| 4. |
Source of Funds (See Instructions)
WC |
| 5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
| 6. |
Citizenship or Place of Organization
Cayman Islands |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power |
| |
|
| |
10,780,820(1) |
| 8. |
Shared Voting Power |
| |
|
| |
0 |
| 9. |
Sole Dispositive Power |
| |
|
| |
10,780,820(1) |
| 10. |
Shared Dispositive Power |
| |
|
| |
0 |
| 11. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
| |
|
| |
10,780,820(1) |
| 12. |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
(see Instructions) ¨ |
| |
|
| 13. |
Percent of Class Represented by Amount in Row (11) |
| |
|
| |
15.03%(2) |
| 14. |
Type of Reporting Person (see Instructions) |
| |
|
| |
PN |
(1) Representing 10,780,820 Common Shares of the Issuer held by SAIF
Partners IV L.P. before taking into account the issuance of the Exchange Shares (as defined in the Issuer’s annual report on Form
20-F for the fiscal year ended December 31, 2022 (the “2022 Annual Report”)). SAIF Partners IV L.P. would hold 21,561,640
shares of the Issuer, after taking into account the issuance of the Exchange Shares.
(2) The percentage of 15.03% is calculated based on 71,724,902 Common
Shares of the Issuer outstanding as of March 31, 2023 according to the 2022 Annual Report, before taking into account the issuance
of the Exchange Shares. This percentage would be 18.89% if calculated based on 21,561,640 shares of the Issuer that SAIF Partners
IV L.P. would hold and 114,133,056 shares (including 99,502,243 Common Shares and
14,630,813 Series B Preferred Shares) of the Issuer as of March 31, 2023, taking into account the issuance of the Exchange
Shares, according to the 2022 Annual Report.
| CUSIP No. P8696W104 |
|
Page 3 of 6 Pages |
| 1. |
Names of Reporting Persons
SAIF IV GP, L.P. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b) x |
| 3. |
SEC Use Only
|
| 4. |
Source of Funds (See Instructions)
WC |
| 5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
| 6. |
Citizenship or Place of Organization
Cayman Islands |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power |
| |
|
| |
10,780,820(1) |
| 8. |
Shared Voting Power |
| |
|
| |
0 |
| 9. |
Sole Dispositive Power |
| |
|
| |
10,780,820(1) |
| 10. |
Shared Dispositive Power |
| |
|
| |
0 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
| |
|
| |
10,780,820(1) |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see Instructions) ¨ |
| |
|
| 13. |
Percent of Class Represented by Amount in Row (11) |
| |
|
| |
15.03%(2) |
| 14. |
Type off Reporting Person (see Instructions) |
| |
|
| |
PN |
(1) Representing 10,780,820 Common Shares of the Issuer held by SAIF
Partners IV L.P. before taking into account the issuance of the Exchange Shares. SAIF Partners IV L.P. would hold 21,561,640 shares of
the Issuer, after taking into account the issuance of the Exchange Shares.
(2) The percentage of 15.03% is calculated based on 71,724,902 Common
Shares of the Issuer outstanding as of March 31, 2023 according to the 2022 Annual Report, before taking into account the issuance
of the Exchange Shares. This percentage would be 18.89% if calculated based on 21,561,640 shares of the Issuer that SAIF Partners
IV L.P. would hold and 114,133,056 shares (including 99,502,243 common shares and
14,630,813 Series B Preferred Shares) of the Issuer as of March 31, 2023, taking into account the issuance of the Exchange
Shares, according to the 2022 Annual Report.
| CUSIP No. P8696W104 |
|
Page 4 of 6 Pages |
| 1. |
Names of Reporting Persons
SAIF IV GP Capital Ltd. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b) x |
| 3. |
SEC Use Only
|
| 4. |
Source of Funds (See Instructions)
WC |
| 5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
| 6. |
Citizenship or Place of Organization
Cayman Islands |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power |
| |
|
| |
10,780,820(1) |
| 8. |
Shared Voting Power |
| |
|
| |
0 |
| 9. |
Sole Dispositive Power |
| |
|
| |
10,780,820(1) |
| 10. |
Shared Dispositive Power |
| |
|
| |
0 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
| |
|
| |
10,780,820(1) |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions) ¨ |
| |
|
| 13. |
Percent of Class Represented by Amount in Row (11) |
| |
|
| |
15.03%(2) |
| 14. |
Type off Reporting Person (see Instructions) |
| |
|
| |
CO |
(1) Representing 10,780,820 Common Shares of the Issuer held by SAIF
Partners IV L.P. before taking into account the issuance of the Exchange Shares. SAIF Partners IV L.P. would hold 21,561,640 shares of
the Issuer, after taking into account the issuance of the Exchange Shares.
(2) The percentage of 15.03% is calculated based on 71,724,902 Common
Shares outstanding of the Issuer as of March 31, 2023 according to the 2022 Annual Report, before taking into account the issuance
of the Exchange Shares. This percentage would be 18.89% if calculated based on 21,561,640 shares of the Issuer that SAIF Partners
IV L.P. would hold and 114,133,056 shares (including 99,502,243 common shares and
14,630,813 Series B Preferred Shares) of the Issuer as of March 31, 2023, taking into account the issuance of the Exchange
Shares, according to the 2022 Annual Report.
| CUSIP No. P8696W104 |
|
Page 5 of 6 Pages |
This Amendment
No.11 to Schedule 13D is being filed on behalf of each of SAIF Partners IV L.P., SAIF IV GP, L.P., and SAIF IV GP Capital Ltd. (each,
a “Reporting Person,” and collectively, the “Reporting Persons”), to amend the Schedule 13D relating to the common
shares, par value $0.001 per share (the “Common Shares”), of Sinovac Biotech Ltd. (the “Issuer”), filed by the
Reporting Persons on May 31, 2011, as amended by Amendment No.1 to Schedule 13D filed on August 23, 2011, Amendment No.2 to Schedule 13D
filed on September 30, 2011, Amendment No.3 to Schedule 13D filed on November 29, 2011, Amendment No.4 to Schedule 13D filed on December
30, 2011, Amendment No.5 to Schedule 13D filed on February 2, 2016, Amendment No. 6 to Schedule 13D filed on June 26, 2017, Amendment
No. 7 to Schedule 13D filed on December 12, 2022, Amendment No. 8 to Schedule 13D filed on March 15, 2023, Amendment No. 9 to Schedule
13D filed on May 25, 2023 and Amendment No. 10 to Schedule 13D filed on September 15, 2023 (the “Original Schedule 13D”).
The information in each Item below amends the information disclosed under the corresponding Item of the Original Schedule 13D. Except
as amended and supplemented in previous amendments and herein, the information set forth in the Original Schedule 13D remains unchanged.
Capitalized terms used herein have meanings as assigned thereto in the Original Schedule 13D unless defined herein. The information set
forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented as follows:
On December 1, 2023, the Seller and the Buyer entered
into an amendment No.4 to the Investment Agreement (the “Amendment No.4”) to extend the period of the Buyer’s right
of first refusal period (“ROFR Period”), during which the Buyer has a right to elect to purchase all of the shares of the
Issuer that the Seller would sell to any person (other than any of its affiliate or an existing limited partner) at the same price and
subject to the same material terms and conditions proposed by such person under the Investment Agreement (as amended), to May 25, 2024.
As a result of this extension of the ROFR Period, the period during which the Buyer may exercise the Put Option is also extended in the
following manner: (i) if the Buyer and the Seller enter into a share purchase agreement with respect to any shares of the Issuer by May
25, 2024, the Seller may exercise the Put Option prior to the closing of the sales under such share purchase agreement to sell the Put
Option Shares to the Buyer; and (ii) if no such share purchase agreement is executed by May 25, 2024, the Seller may exercise the Put
Option within 15 business days immediately after May 25, 2024 to sell the Put Option Shares to the Buyer.
References
to each of the Investment Agreement and the Amendment No.4 in this Statement are qualified in their entirety by reference to the Investment
Agreement and the Amendment No.4, which are attached hereto as exhibits or incorporated herein by reference as if set forth in their entirety
herein.
Item 7. Material to Be Filed as Exhibits.
Item 7 of the Original Schedule 13D is hereby amended and restated
as follows:
| CUSIP No. P8696W104 |
|
Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 4, 2023
| |
SAIF Partners IV L.P. |
| |
|
|
| |
By: |
/s/ Andrew Y. Yan |
| |
Name: |
Andrew Y. Yan |
| |
Title: |
Director of SAIF IV GP Capital Ltd., which is the General Partner of SAIF IV GP, L.P., which is the General Partner of SAIF Partners IV L.P. |
| |
|
|
| |
SAIF IV GP L.P. |
| |
|
|
| |
By: |
/s/ Andrew Y. Yan |
| |
Name: |
Andrew Y. Yan |
| |
Title: |
Director of SAIF IV GP Capital Ltd., which is the General Partner of SAIF IV GP, L.P. |
| |
|
|
| |
SAIF IV GP Capital Ltd. |
| |
|
|
| |
By: |
/s/ Andrew Y. Yan |
| |
Name: |
Andrew Y. Yan |
| |
Title: |
Director of SAIF IV GP Capital Ltd. |
Exhibit 7.06
AMENDMENT NO.4 TO THE INVESTMENT AGREEMENT
This AMENDMENT NO.4 TO THE INVESTMENT
AGREEMENT (this “Amendment”) dated as of December 1, 2023 is made by and between (i) SAIF PARTNERS
IV L.P., an exempted limited partnership registered and existing under the Laws of the Cayman Islands (the “Seller”)
and (ii) YZ Healthcare L.P., an exempted partnership established under the Laws of the Cayman Islands (the “Buyer”).
The Buyer and the Seller are hereinafter referred to as the “Parties” and each a “Party”.
WHEREAS, the Parties have entered
into that certain investment agreement dated November 23, 2022, as amended by (i) an amendment No.1 to the investment agreement
dated March 15, 2023, (ii) an amendment No.2 to the investment agreement dated May 25, 2023, and (ii) an amendment
No.3 to the investment agreement dated September 15, 2023 (collectively, the “Investment Agreement”), upon
the terms and subject to the conditions of which, the Seller desires to sell to the Buyer, and the Buyer desires to purchase from the
Seller, certain Common Shares and Exchange Shares (each as defined in the Investment Agreement), all upon the terms and conditions set
forth in the Investment Agreement.
WHEREAS, the Parties desire
to amend the Investment Agreement so as to extend the ROFR Period (as defined in the Investment Agreement) for another three months following
the expiry date comtemplated under the Investment Agreement.
NOW THEREFORE, in consideration
of the foregoing and the mutual promises, covenants and agreements of the Parties contained herein, the Parties agree as follows:
1. Amendment
to the Investment Agreement. Section 2.2 of the Investment Agreement is hereby deleted in its entirety and replaced with the
following:
“Section 2.2 Notice of
Transfer. For a period beginning on the Deposit Payment Date and ending on May 25, 2024 (both inclusive, the “ROFR
Period”), the Seller shall not Transfer any Common Shares or Exchange Shares to any Person unless the Seller (i) has
first complied with the provisions of this Article II and (ii) Transfers all (and not less than all) of the Common Shares held
by it and the Exchange Shares held by it or to be released to its account (as the case may be) to a purchaser or a group of purchasers,
save that (x) the Seller may Transfer any Common Shares or Exchange Shares to any Affiliate of the Seller without complying with
the other provisions of this Article II provided that (A) the Seller shall continue to be entitled to 100% of the economic interest
in any Common Shares and Exchange Shares so Transferred and (B) such Affiliate delivers to the other Parties a deed of adherence
to this Agreement in a form reasonably satisfactory to the other Parties, agreeing to be bound by this Agreement as if it were the Seller
and (y) the Seller may Transfer any Common Shares or Exchange Shares in compliance with Section 2.6. During the ROFR Period,
if the Seller proposes to Transfer all or a portion of the Common Shares held by it and/or the Exchange Shares that are held by it or
may be released to its account to a purchaser or a group of purchasers (the “Transferee”), then at least seven
(7) Business Days before the earlier of such Transfer or its entry into any definitive agreement regarding such Transfer, the Seller
shall give the Buyer written notice of the Seller’s intention to make the Transfer (the “Transfer Notice”),
which shall include (A) a description of the shares of the Company to be transferred (the “Offered Shares”),
(B) the consideration and the material terms and conditions upon which the proposed Transfer is to be made, including a copy of the
draft share purchase agreement (and such other definitive agreement) to be entered into between the Seller and the Transferee.”
2. Definitions;
References. Unless otherwise speicifcally defined herein, all capitalized terms used but not defined herein shall have the meanings
abscribed to them under the Investment Agreement.
3. Effectiveness;
No Further Amendment. All of the provisions of this Amendment shall be effective as of the date hereof. The Parties agree that all
other provisions of the Investment Agreement shall, subject to the amendment in Section 1 of this Amendment, continue unamended,
in full force and effect and constitute legal and binding obligations of the Parties. This Amendment forms an integral and inseparable
part of the Investment Agreement.
4. Others.
Section 6.4 (Confidentiality), Section 7.2 (Amendment; Waivers) to Section 7.12 (No Strict Construction)
of the Investment Agreement are hereby incorporated by reference and made applicable to this Amendment mutatis mutandis.
[Remainder of this page is intentionally left
blank.]
IN WITNESS WHEREOF, the Parties
hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
| |
SAIF PARTNERS IV L.P. |
| |
|
| |
By: SAIF IV GP, L.P., its general partner |
| |
By: SAIF IV GP Capital Ltd., its general partner |
| |
|
| |
By: |
/s/ Andrew Y. Yan |
| |
Name: |
Andrew Y. Yan |
| |
Title: |
Director |
| |
|
| |
Address: M&C Corporate Services Limited, PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (with a copy to: c/o SAIF Advisors Limited, 2516-2520, Two Pacific Place, 88 Queensway, Hong Kong) |
| |
|
| |
Telephone: 852-2918 2200 |
| |
Fax: 852-2234 9116 |
| |
E-mail: pwan@sbaif.com / achan@sbaif.com |
| |
Attention: Patrick Wan / Anita Chan |
IN WITNESS WHEREOF, the Parties
hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
| |
YZ Healthcare L.P. |
| |
|
| |
By: YZ HEALTHCARE GP LIMITED, its general partner |
| |
|
| |
By: |
/s/ Jiao Shuge |
| |
Name: |
Jiao Shuge |
| |
Title: |
Director |
| |
|
| |
Address: Level 23, 28 Henessy Road. |
| |
|
Hong Kong |
| |
Telephone: 2972 0222 |
| |
Fax: 2972 0611 |
| |
E-mail: Jason.xu@oci-intl.com |
| |
Attention: Jason Xu |
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