(Amendment No. 9)*
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. ¨
*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 |
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Page 5 of 6 Pages |
This Amendment
No.9 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 and Amendment No. 8 to Schedule 13D filed on March 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 May 25, 2023, the Seller and the Buyer entered
into an amendment No.2 to the Investment Agreement (the “Amendment No.2”) 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 August 25, 2023.
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 August
25, 2023, 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 August 25, 2023, the Seller may exercise the Put
Option within 15 business days immediately after August 25, 2023 to sell the Put Option Shares to the Buyer.
References
to each of the Investment Agreement and the Amendment No.2 in this Statement are qualified in their entirety by reference to the Investment
Agreement and the Amendment No.2, 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 |
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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: May 25, 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. |