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
|
SCHEDULE 13D
|
Page
2 of 6 Pages
|
1
|
Names of Reporting Persons
|
|
Weidong Yin
|
2
|
Check the Appropriate Box if a Member of a Group
|
(a)
¨
|
|
|
(b)
x
|
3
|
SEC Use Only
|
4
|
Source of Funds
PF
|
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
|
¨
|
6
|
Citizenship or Place of Organization
|
|
People’s Republic of China
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
|
|
|
|
6,124,500
(1)
|
8
|
Shared Voting Power
|
|
|
|
0
|
9
|
Sole Dispositive Power
|
|
|
|
6,124,500
(1)
|
10
|
Shared Dispositive Power
|
|
|
|
0
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
6,124,500
(1)
|
12
|
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
|
¨
|
13
|
Percent of Class Represented By Amount In Row (11)
|
|
10.73
%
(2)
|
14
|
Type of Reporting Person
|
|
IN
|
(1)
Includes 6,049,500 shares of Common Shares and 75,000
options to purchase shares of Common Shares exercisable within sixty (60) days.
(2)
Based on 57,019,261 shares of Common Shares (including
699,000 shares of restricted stock granted under the Issuer’s 2012 Share Incentive Plan) issued and outstanding as of June
23, 2017.
CUSIP No.
P8696W104
|
SCHEDULE 13D
|
Page
3 of 6 Pages
|
This Amendment No. 2 to Schedule 13D is being
filed on behalf of Weidong Yin to amend the Schedule 13D filed on February 7, 2008 and Amendment No.1 to Schedule 13D filed on
February 8, 2016 (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 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 3. Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is
hereby amended by adding the following paragraphs to the end thereof:
It is anticipated that, at the price per Common
Share set forth in the Amalgamation Agreement (as described in Item 4 below), approximately US$284.0 million will be expended as
the consideration for the Amalgamation (as described in Item 4 below).
It is anticipated that the funding for the
Amalgamation will be provided by equity financing by the New Investors (as defined in Item 4 below) pursuant to the terms of the
Equity Commitment Letters (as defined in Item 4 below).
Item 4. Purpose of Transaction
Item
4 of the Original Schedule 13D is hereby amended and restated as follows
:
On June 26, 2017, the Issuer entered into an
amalgamation agreement (the “Amalgamation agreement”) with Sinovac (Cayman) Limited, an exempted company incorporated
with limited liability under the laws of the Cayman Islands (“Parent”) and Sinovac Amalgamation Sub Limited, an international
business corporation incorporated under the Laws of Antigua and Barbuda and a wholly-owned subsidiary of Parent (“Amalgamation
Sub”).
Pursuant to the Amalgamation
Agreement, Amalgamation Sub will be amalgamated with and into the Issuer (the “Amalgamation”) with the Issuer
surviving the Amalgamation and becoming a wholly-owned subsidiary of Parent as a result of the Amalgamation. At the effective
time of the Amalgamation (the “Effective Time”), by virtue of the Amalgamation and without any action on the part
of Parent, Amalgamation Sub, the Issuer or the holders of any securities of the Issuer, each Common Share of the Issuer
issued and outstanding immediately prior to the Effective Time shall be cancelled in exchange for the right to receive $7.00
in cash per Common Share without interest, other than (a) Rollover Shares (as defined below), Common Shares held by Parent or
any of its affiliates and Common Shares held by the Issuer or any of its subsidiaries (collectively, the “Excluded
Shares”) and (b) Common Shares that are issued and outstanding immediately prior to the Effective Time and that are
held by shareholders who shall have validly exercised and not effectively withdrawn or lost their rights to dissent from
the Amalgamation, or dissenter rights, in accordance with Section 191 of the International Business Corporation Act, CAP. 222
of the Revised Laws of Antigua and Barbuda (as consolidated and revised) (the “IBCA”) (collectively, the
“Dissenting Shares”). The Excluded Shares will be cancelled for no consideration, and the Dissenting Shares will
be cancelled and represent only the right to receive the payment of the fair value thereof determined in accordance with the
provisions of Section 191(4) of the IBCA or Section 195(2) of the IBCA, as applicable. The Amalgamation is subject to the
approval of the Issuer’s shareholders and various other closing conditions.
Concurrently with the execution of the Amalgamation
Agreement, each of C-Bridge Healthcare Fund II, L.P. (“C-Bridge”), Advantech Capital L.P. (“Advantech”)
and Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P. (collectively, “Vivo,” and together with
C-Bridge and Advantech, collectively, the “New Investors” and each a “New Investor”) executed a letter
agreement in favor of Sinovac Holding (Cayman) Limited (“Holdco”) and Parent (each, an “Equity Commitment Letter”
and collectively, the “Equity Commitment Letters”), pursuant to which each of the New Investors has agreed, subject
to the terms and conditions set forth therein, to make an equity investment in Holdco immediately prior to the Closing in connection with the Amalgamation.
CUSIP No.
P8696W104
|
SCHEDULE 13D
|
Page
4 of 6 Pages
|
Concurrently with the execution of the Amalgamation
Agreement, each of Weidong Yin and SAIF Partners IV L.P. (collectively, the “Rollover Investors,” and together with
the New Investors, the “Investors”) executed a support agreement in favor of Parent and Holdco (the “Support
Agreement”), pursuant to which, each of the Rollover Investors has agreed to, subject to the terms and conditions set forth
therein and among other obligations, (i) the cancellation of the rollover shares identified under the Support Agreement (the “Rollover
Shares”) held by such Rollover Investors for no consideration in the Amalgamation, (ii) subscribe for newly issued ordinary shares of Holdco immediately prior to the
Closing and (iii) vote in favor of authorization and approval of the Amalgamation Agreement and the transactions contemplated by
the Amalgamation Agreement (the “Transactions”), including the Amalgamation.
Concurrently with the execution of the Amalgamation
Agreement, each of SAIF and the New Investors executed a limited guarantee in favor of the Issuer
with respect to certain obligations of Parent under the Amalgamation Agreement (each a “Limited Guarantee” and collectively,
the “Limited Guarantees”).
Concurrently with the execution of the Amalgamation
Agreement, each of the Investors, Holdco, Parent and Amalgamation Sub entered into an interim investors agreement (the “Interim
Investors Agreement”), which would govern, among other matters, the actions of Holdco, Parent and Amalgamation Sub and the
relationship among the Investors with respect to the Amalgamation Agreement and the Transactions.
References to each of the Amalgamation Agreement,
the Equity Commitment Letters, the Support Agreement, the Limited Guarantees and the Interim Investors Agreement in this Schedule
13D are qualified in their entirety by reference to such above-mentioned documents, as applicable, which are attached hereto as
exhibits and incorporated herein by reference as if set forth in their entirety herein.
If the Amalgamation is completed, Common Shares
would be delisted from the NASDAQ Global Select Market, and the Issuer’s obligation to file periodic reports under the Exchange
Act, would terminate. In addition, consummation of the Transactions could result in one or more of the actions specified in clauses
(a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary
transaction involving the Issuer, a change to the board of directors of the Issuer (as the surviving company in the Amalgamation),
and a change in the Issuer’s articles of incorporation and by-laws to reflect that the Issuer would become a privately held
company.
Item 5. Interest in Securities of the Issuer
Item
5 of the Original Schedule 13D is hereby amended and restated as follows
:
(a) Weidong Yin currently owns 6,124,500 shares
of Common Shares, which represents approximately 10.73% of the total Common Shares issued and outstanding as of June 23, 2017.
(b) Weidong Yin has the sole power to vote
or to direct the vote and the sole power to dispose or to direct the disposition of 6,124,500 shares of Common Shares directly
owned by him.
(c) Except as otherwise described herein, and
to the knowledge of Weidong Yin, Weidong Yin has not affected any transaction in the Common Shares during the past sixty (60) days.
(d) Except as otherwise described herein, and
to the knowledge of Weidong Yin, no other person has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Common Shares owned by Weidong Yin.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby
amended and restated as follows:
The information
set forth in Items 3, 4 and 5 of this statement is incorporated by reference in its entirety into this Item 6. Except as otherwise
described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between Weidong Yin
and any other person with respect to the voting or disposition of the shares of Common Shares beneficially owned by Weidong Yin.
CUSIP No.
P8696W104
|
SCHEDULE 13D
|
Page
5 of 6 Pages
|
Item 7. Material to Be Filed as Exhibits
Item 7 of the Original Schedule 13D is hereby restated and amended
as follows:
Exhibit 7.01: Proposal Letter from Weidong Yin and SAIF Partners
IV L.P. to the board of directors of the Issuer, dated as of January 30, 2016 (previously filed on February 8, 2016)
Exhibit 7.02: Amalgamation Agreement (incorporated by reference
to Exhibit 99.2 from the Issuer’s Form 6-K filed with the SEC on June 26, 2017)
Exhibit 7.03: Interim Investors Agreement
Exhibit 7.04: Support Agreement
Exhibit 7.05: Equity Commitment Letter, dated June 26, 2017, among
C-Bridge Healthcare Fund II, L.P., Holdco and Parent
Exhibit 7.06: Equity Commitment Letter, dated June 26, 2017, among
Advantech Capital L.P., Holdco and Parent
Exhibit 7.07: Equity Commitment Letter, dated June 26, 2017, among
Vivo Capital Fund VIII, L.P., Holdco and Parent
Exhibit 7.08: Equity Commitment Letter, dated June 26, 2017, among
Vivo Capital Surplus Fund VIII, L.P., Holdco and Parent
Exhibit 7.09: Limited Guarantee, dated June 26, 2017, between C-Bridge
Healthcare Fund II, L.P. and the Issuer
Exhibit 7.10: Limited Guarantee, dated June 26, 2017, between Advantech
Capital L.P. and the Issuer
Exhibit 7.11: Limited Guarantee, dated June 26, 2017, between Vivo
Capital Fund VIII, L.P. and the Issuer
Exhibit 7.12: Limited Guarantee, dated June 26, 2017, between Vivo
Capital Surplus Fund VIII, L.P. and the Issuer
Exhibit 7.13: Limited Guarantee, dated June 26, 2017, between SAIF
Partners IV L.P. and the Issuer
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.
Date: June 27, 2017
|
|
|
/s/ Weidong Yin
|
|
Weidong Yin
|