20F 1 tv479639_20f.htm FORM 20F
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 20F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date of event requiring this shell company report
For the transition period from to
Commission file number: 00132371
SINOVAC BIOTECH LTD.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
Antigua, West Indies
(Jurisdiction of incorporation or organization)
No. 39 Shangdi Xi Road,
Haidian District, Beijing 100085
People’s Republic of China
(Address of principal executive offices)
Nan Wang
Chief Financial Officer
No. 39 Shangdi Xi Road,
Haidian District, Beijing 100085
People’s Republic of China
Tel: +861082890088
Fax: +861062966910
Email: ir@sinovac.com
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Common Shares, par value $0.001 per share
Preferred Share Purchase Rights
Name of each exchange on which registered
The NASDAQ Stock Market LLC
(The NASDAQ Global Select Market)
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
(Title of Class)
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period
covered by the annual report.
57,011,761 common shares as of December 31, 2016
Indicate by check mark if the registrant is a wellknown seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.
Yes No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation ST during the preceding 12 months (or
such shorter period that the registrant was required to submit and post such files).
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, or an emerging
growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b2 of the
Exchange Act.
Large accelerated filer
Accelerated filer
Nonaccelerated filer
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards† provided pursuant to Section 13(a) of the Exchange Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board
to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
Other
International Financial Reporting Standards as issued
by the International Accounting Standards Board
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow.
Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Exchange
Act).
Yes No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of
the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes No
Explanatory Note
The consolidated financial statements and other financial information in this annual report on Form 20F (i) include our
consolidated financial statements as of and for the year ended December 31, 2016, and (ii) reflect a restatement of our consolidated
financial statements as of and for each of the years ended December 31, 2014 and 2015, and related disclosures. In connection with a
transaction review for an internal investigation in response to a media article published and the allegations in a research report that
the Company’s Chief Executive Officer was involved in the bribery of the former Deputy Director General of the Center for Drug
Evaluation (“CDE”) under the Chinese Food and Drug Administration (“CFDA”) and certain judgments based on bribery charges by
Chinese courts in four provinces against officials of the Chinese Center for Disease Control that referenced eight of the Company’s
former and current salespersons, none of whom were charged with any wrongdoing, we corrected the errors with respect to (i)
individual income tax withheld for nonroutine benefits for employees and (ii) the classification of entertainment expenses and the
related corporate income tax impact and have rectified these errors in our previously issued financial statements. Accordingly, we
restated our consolidated financial statements for the years ended December 31, 2014 and 2015.
Individual Income Tax
We provide certain benefits to our employees on a nonroutine basis and incorrectly captured such expenses in the expense
accounts of office expense or conference expense. In accordance with the Law of the People’s Republic of China on Enterprise
Income Tax and Regulations for Implementation of the Law of the PRC on Individual Income Tax, such expenses are deductible for
corporate income tax purpose but we are required to withhold individual income taxes for employees receiving such benefits. We
reviewed and discovered that for certain nonroutine benefits for employees we had not withheld related individual income tax. The
individual income taxes withheld and related late payment charges should be included in accounts payable and accrued liabilities
and other noncurrent liabilities on the balance sheets and be included in the employee expenses under selling, general and
administrative expenses and other expenses in the statements of comprehensive income (loss).
As of December 31, 2015, the correction of the error increased accounts payable and accrued liabilities by $65,000,
increased other noncurrent liabilities by $0.6 million, and increased accumulated deficit by $0.6 million. For historical periods prior
to 2015, the correction of the error increased our accumulated deficit as of January 1, 2015 by $0.5 million.
For the year ended December 31, 2015, the correction of the error increased selling, general and administrative expenses by
$52,000 and increased other expenses by $75,000. For the year ended December 31, 2014, the correction of the error increased
selling, general and administrative expenses by $0.1 million and increased other expenses by $44,000.
Entertainment Expenses and Related Corporate Income Tax
We discovered that certain expenses previously classified as general business expenses should have been classified as
entertainment expenses. This reclassification does not impact selling, general and administrative expenses in our consolidated
financial statements, however, entertainment expenses were not deductible for corporate income tax purposes for the amount
exceeding a specific cap under the Law of the People’s Republic of China on Enterprise Income Tax. The additional corporate income
tax and late payment charges resulting from these nondeductible expenses should be included in other noncurrent liabilities on the
balance sheets and included in income tax expense and other expenses in the statements of comprehensive income (loss).
As of December 31, 2015, the correction of the error increased other noncurrent liabilities by $1.4 million, and increased
accumulated deficit by $1.5 million. For historical periods prior to 2015, the correction of the error increased our accumulated deficit
as of January 1, 2015 by $1.1 million.
For the year ended December 31, 2015, the correction of the error increased income tax expenses by $0.3 million and
increased other expenses by $55,000. For the year ended December 31, 2014, the correction of the error increased income tax
expenses by $0.7 million and decreased other expenses by $5,000.
Other Adjustments
Along with the restatement of our consolidated financial statements in connection with the errors discussed above, we have
recorded adjustments for certain previously identified immaterial errors related to the periods presented. When these financial
statements were originally issued, we assessed their impact and concluded that they were not material to our consolidated financial
statements for the years ended December 31, 2014 and 2015. However, in conjunction with the restatement of our consolidated
financial statements described above, we have determined that it would be appropriate to make adjustments for such previously
unrecorded adjustments.
For more information about the restatement and the related adjustments, see Note 2. “RESTATEMENT OF PREVIOUSLY
ISSUED CONSOLIDATED FINANCIAL STATEMENTS” of our consolidated financial statements included elsewhere in this annual
report on Form 20F. The combined impact of the adjustments to the applicable line items in our consolidated financial statements for
the periods presented are provided in the tables included in this Note 2.
Our shareholders should no longer rely on our financial statements included in our previous annual reports filed on Form 20
F, to the extent relevant to the restatement herein.
In connection with the restatement, our management has considered our assessment of the effectiveness of our disclosure
controls and procedures and internal control over financial reporting. Our management has concluded that, the Company 1) did not
design controls to identify, assess and review provision of nonroutine benefits for employees and the related individual income tax
withholding obligations, and 2) did not design effective controls over the expense authorization and reimbursement process to obtain
adequate supporting documentation to facilitate review and approval of expenses and to evaluate the nature of such expenses in order
to (i) assess corresponding corporate income tax impacts, if any, and (ii) prevent or detect possible noncompliance with antibribery
and bookkeeping provisions of the Foreign Corrupt Practices Act. We concluded that each of the deficiencies represented a material
weakness in our internal control over financial reporting. As a result, our management concluded that as of December 31, 2016, our
internal control over financial reporting and disclosure controls and procedures were not effective. For a discussion of management’s
consideration of our company’s disclosure controls and procedures and the material weakness we identified, see “Item 3. Key
Information — D. Risk Factors —Failure to achieve and maintain effective internal controls could have a material adverse effect on
our business, results of operations and the trading price of our common shares.” and “Item 15. Controls and Procedures” included in
this annual report on Form 20F.
The following items in this annual report on Form 20F contain financial information that have been amended principally as
a result of, and to reflect, the restatement of our consolidated financial statements:
Part I, Item 3. Key Information — A. Selected Financial Data
Part I, Item 5. Operating and Financial Review and Prospects
Part II, Item 15. Controls and Procedures
Part II, Item 18. Financial Statements
The restatement of our consolidated financial statements reflected in this annual report on Form 20F shall not be deemed an
admission that the historical annual reports on Form 20F, when filed, included any untrue statement of a material fact or omitted to
state a material fact necessary to make a statement not misleading.
CONTENTS
Page
INTRODUCTION
PART I
Identity of Directors, Senior Management and Advisers
ITEM 1.
Offer Statistics and Expected Timetable
ITEM 2.
Key Information
ITEM 3.
ITEM 4.
Information on the Company
ITEM 4A. Unresolved Staff Comments
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 8.
ITEM 9.
ITEM 10.
ITEM 11.
ITEM 12.
Operating and Financial Review and Prospects
Directors, Senior Management and Employees
Major Shareholders and Related Party Transactions
Financial Information
The Offer and Listing
Additional Information
Quantitative and Qualitative Disclosures about Market Risk
Description of Securities other than Equity Securities
PART II
Controls and Procedures
Defaults, Dividend Arrearages and Delinquencies
ITEM 13.
ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
ITEM 15.
ITEM 16A. Audit Committee Financial Expert
ITEM 16B. Code of Ethics
ITEM 16C. Principal Accountant Fees and Services
ITEM 16D. Exemptions from the Listing Standards for Audit Committees
ITEM 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
ITEM 16F. Change in Registrant’s Certifying Accountant
ITEM 16G. Corporate Governance
ITEM 16H. Mine Safety Disclosure
PART III
ITEM 17.
ITEM 18.
ITEM 19.
Financial Statements
Financial Statements
Exhibits
1
2
2
2
2
32
49
49
66
75
76
78
79
90
91
91
91
91
92
94
95
95
95
95
95
95
96
96
96
96
97
INTRODUCTION
In this annual report on Form 20F, unless otherwise indicated or unless the context otherwise requires,
“Sinovac,” “Company,” “we,” “us,” “our company,” and “our” refer to Sinovac Biotech Ltd., its predecessor entities and its
consolidated subsidiaries
“China,” “Chinese” or the “PRC” refers to the People’s Republic of China, excluding, for the purposes of this annual report on
Form 20F only, Taiwan and the special administrative regions of Hong Kong and Macau;
“RMB” or “renminbi” refers to the legal currency of China; and “$” or “U.S. dollars” refers to the legal currency of the United
States;
“shares” or “common shares” refers to our common shares, par value $0.001 per share; and
“U.S. GAAP” refers to generally accepted accounting principles in the United States.
Discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to
rounding.
This annual report contains translations of certain renminbi amounts into U.S. dollars at specified rates solely for the convenience of
readers. All translations from renminbi to U.S. dollars were made at the noon buying rate in The City of New York for cable transfers
in renminbi per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New York, or the noon buying rate.
Unless otherwise stated, the translation of renminbi into U.S. dollars has been made at the noon buying rate in effect on December 31,
2016, which was RMB6.9430 to $1.00. We make no representation that the renminbi or U.S. dollar amounts referred to in this annual
report could have been or could be converted into U.S. dollars or renminbi, as the case may be, at any particular rate or at all. On
November 17, 2017, the noon buying rate was RMB6.6245 to $1.00.
1
PART I
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3.
KEY INFORMATION
A. Selected Financial Data
The following selected consolidated statements of comprehensive loss data for the fiscal years ended December 31, 2016, 2015 and
2014, and consolidated balance sheet data as of December 31, 2016 and 2015 have been derived from our audited consolidated
financial statements that are included in this annual report beginning on page F1. The following selected consolidated statements of
comprehensive income (loss) data for the fiscal years ended December 31, 2013 and 2012 and consolidated balance sheet data as of
December 31, 2014, 2013 and 2012 have been derived from our audited consolidated financial statements that are not included in
this annual report, and have been restated due to the correction of errors with respect to (i) individual income tax withheld for non
routine benefits for employees, (ii) the corporate income tax impact on entertainment expenses and (iii) other adjustments, as
described in “Explanatory Note”.
Our historical results do not necessarily indicate results expected for any future periods.
Consolidated statements of
Comprehensive income (loss) data
2016
2015
2014
2013
Year ended December 31,
(Restated)
(Restated)
(Restated)
(in thousands except share and per share data)
$
72,431 $
67,414 $
62,932 $
71,774 $
22,393
50,038
18,408
49,006
15,476
47,456
20,588
51,186
Sales
Cost of sales(1)
Gross profit
Operating expenses:
Selling, general and administrative expenses(1)
Provision (recovery) for doubtful accounts
Research and development expenses(1)
Loss on disposal and impairment of property,
plant and equipment
Government grants recognized in income
Total operating expenses
Operating income (loss)
Interest and financing expenses
Interest income
Other income (expenses)
Income (loss) before income taxes and non
controlling interests
Income tax benefit (expenses)
Income (loss) from continuing operations
Income (loss) from discontinued operations, net
of tax nil
Net income (loss)
Less: (income) loss attributable to non
controlling interests
Net income (loss) attributable to shareholders of
Sinovac
Comprehensive income (loss)
Less: comprehensive (income) loss attributable to
noncontrolling interests
Comprehensive income (loss) attributable to
2012
(Restated)
49,299
17,176
32,123
31,980
(874)
16,703
663
(349)
48,123
(16,000)
(774)
2,365
(207)
(14,616)
876
(13,740)
34,114
(504)
8,128
31
41,769
9,417
(3,031)
2,167
392
8,945
2,325
11,270
(1,266)
10,004
(4,589)
(18,329)
41,980
1,412
12,648
478
(6,984)
49,534
504
(1,729)
731
100
(394)
(2,664)
(3,058)
2,338
(720)
37,481
(49)
9,490
26
(1,637)
45,311
3,695
(1,920)
1,155
(174)
2,756
(2,985)
(229)
(728)
(957)
34,338
329
10,934
74
(104)
45,571
1,885
(3,407)
2,684
1,186
2,348
(2,069)
279
(1,524)
(1,245)
124
(459)
(270)
(2,900)
3,854
(596)
(9,563)
(1,416)
(5,342)
(1,515)
(3,648)
7,104
12,674
(14,475)
(16,303)
953
82
35
(3,218)
3,622
shareholders of Sinovac
$
(8,610) $
(5,260) $
(3,613) $
9,456 $
(12,681)
Weighted average number of common shares
outstanding
basic
diluted
Earnings (loss) per share
Basic net income (loss) per share:
Continuing operations
Discontinued operations
Basic net income (loss) per share
Diluted net income (loss) per share:
Continuing operations
Discontinued operations
Diluted net income (loss) per share
Weighted average number of shares of common
stock outstanding
– Basic
– Diluted
Supplemental information(2)
NonGAAP EBITDA
NonGAAP net income (loss) from continuing
operations
NonGAAP diluted EPS from continuing
operations
56,949,083 56,313,927 55,681,076 55,301,276 54,926,440
56,949,083 56,313,927 56,114,202 55,802,338 54,926,440
(0.05)
0.04
(0.01)
(0.05)
0.04
(0.01)
(0.02)
(0.01)
(0.03)
(0.02)
(0.01)
(0.03)
0.00
(0.03)
(0.03)
0.00
(0.03)
(0.03)
0.15
(0.02)
0.13
0.15
(0.02)
0.13
(0.18)
(0.08)
(0.26)
(0.18)
(0.08)
(0.26)
56,949,083 56,313,927 55,681,076 55,301,276 54,926,440
56,949,083 56,313,927 56,114,202 55,802,338 54,926,440
8,223
11,166
10,276
16,151
(11,677)
293
1,588
1,283
10,901
(13,669)
0.01
0.01
0.02
0.14
(0.18)
(1) Includes sharebased compensation of $2.4 million, $1.0 million, $0.3 million, $0.3 million and $0.3 million in 2016, 2015,
2014, 2013 and 2012, respectively.
(2) See “NonGAAP Measures” below.
2
NonGAAP Measures
We use nonGAAP EBITDA, nonGAAP net income from continuing operations and nonGAAP diluted EPS from continuing
operations, in evaluating our operating results and for financial and operational decisionmaking purposes.
We believe that nonGAAP EBITDA, nonGAAP net income from continuing operations and nonGAAP diluted EPS from
continuing operations help identify underlying trends in our business that could otherwise be distorted by the effect of certain income
or expenses that we include in income from operations from continuing operations, net income from continuing operations and
diluted EPS from continuing operations. We believe that nonGAAP EBITDA, nonGAAP net income from continuing operations
and nonGAAP diluted EPS from continuing operations provide useful information about our core operating results, enhance the
overall understanding of our past performance and future prospects and allow for greater visibility with respect to key metrics used by
management in our financial and operational decisionmaking.
NonGAAP EBITDA, nonGAAP net income from continuing operations and nonGAAP diluted EPS from continuing operations
should not be considered in isolation or construed as an alternative to income from operations from continuing operations, net income
from continuing operations, diluted EPS from continuing operations, or any other measure of performance or as an indicator of our
operating performance. These nonGAAP financial measures presented here may not be comparable to similarly titled measures
presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as
comparative measures to our data.
NonGAAP EBITDA represents income (loss) from continuing operations, excludes interest and financing expenses, interest income,
net other income (expenses) and income tax benefit (expenses), and certain noncash expenses, consisting of sharebased
compensation expenses, amortization and depreciation that we do not believe are reflective of our core operating performance during
the periods presented.
NonGAAP net income from continuing operations represents net income from continuing operations before sharebased
compensation expenses, and foreign exchange gain or loss.
NonGAAP diluted EPS from continuing operations represents nonGAAP net income attributable to ordinary shareholders from
continuing operations divided by the weighted average number of shares outstanding during the periods on a diluted basis, including
accounting for the effect of the assumed conversion of options.
The table below sets forth a reconciliation of our income (loss) from continuing operations to nonGAAP EBITDA for the periods
indicated:
2016
Year ended December 31,
2014
2015
2013
2012
Income (loss) from continuing operations
$
(3,058) $
(229) $
279 $
11,270 $
(13,740)
(Restated) (Restated) (Restated) (Restated)
(in thousands)
Adjustments:
Sharebased compensation
Depreciation and amortization
Interest and financing expenses, net of interest income
Net other (income) expense
Income tax (benefit) expense
NonGAAP EBITDA
$
3
2,409
5,310
998
(100)
2,664
8,223 $
952
6,519
765
174
2,985
11,166 $
287
8,104
723
(1,186)
2,069
10,276 $
281
6,453
864
(392)
(2,325)
16,151 $
347
3,976
(1,591)
207
(876)
(11,677)
The following table sets forth a reconciliation of our net income from continuing operations to nonGAAP net income from
continuing operations for the periods indicated:
2016
Year ended December 31,
2014
2015
2013
2012
(Restated) (Restated) (Restated) (Restated)
(in thousands)
Income (loss) from continuing operations
Add: Foreign exchange loss (gain)
Add: Sharebased compensation
NonGAAP net income (loss) from continuing operations $
$
(3,058) $
942
2,409
293 $
(229) $
865
952
1,588 $
279 $
717
287
1,283 $
11,270 $
(650)
281
10,901 $
(13,740)
(276)
347
(13,669)
The following table sets forth a reconciliation of our diluted EPS from continuing operations to nonGAAP diluted EPS from
continuing operations for the periods indicated:
2016
Year ended December 31,
2014
2013
2015
(Restated)
(Restated)
(Restated)
(in thousands except share and per share data)
2012
(Restated)
Net income (loss) from continuing operations
attributable to shareholders of Sinovac
Add: NonGAAP adjustments to net income from
continuing operations(1)
NonGAAP net income (loss) attributable to
shareholders of Sinovac from continuing operations
for computing nonGAAP diluted earnings (loss) per
share
$
(2,934) $
(688) $
9 $
8,370 $
(9,886)
3,351
1,817
1,004
(369)
71
417
1,129
1,013
8,001
(9,815)
Weighted average number of shares on a diluted basis 56,949,083 56,313,927 56,114,202 55,802,338 54,926,440
Diluted earnings (loss) per share from continuing
operations (2)
Add: NonGAAP adjustments to net income per share
from continuing operations (3)
NonGAAP diluted earnings (loss) per share from
continuing operations (4)
(0.05)
(0.02)
0.00
0.15
(0.18)
0.06
0.03
0.02
(0.01)
0.00
$
0.01 $
0.01 $
0.02 $
0.14 $
(0.18)
(1) See the table above about the reconciliation of net income from continuing operations to nonGAAP net income from continuing
operations for more information on these nonGAAP adjustments.
(2) Diluted EPS from continuing operations is derived from net income attributable to ordinary shareholders from continuing
operations for computing diluted EPS divided by weighted average number of shares on a diluted basis.
(3) NonGAAP adjustments to net income per share from continuing operations is derived from nonGAAP adjustments to net
income from continuing operations divided by weighted average number of shares on a diluted basis.
(4) NonGAAP diluted EPS from continuing operations is derived from nonGAAP net income attributable to ordinary shareholders
from continuing operations for computing nonGAAP diluted EPS from continuing operations divided by weighted average
number of shares on a diluted basis.
4
2016
2015
As of December 31,
2014
2013
(Restated)
(Restated)
(Restated)
(in thousands)
2012
(Restated)
$
62,434 $
211,355
63,834 $
202,927
89,793 $
238,663
106,517 $
240,726
91,219
208,751
31,279
66,264
9,448
129,666
13,899
57
115,767 $
21,775
58,138
756
136,505
14,852
57
121,653 $
47,375
79,870
1,803
140,145
14,934
56
125,211 $
16,217
48,650
32,146
142,943
14,969
56
127,974 $
3,329
29,779
34,411
129,126
11,754
55
117,372
$
Balance sheet data
Cash and cash equivalents
Total assets
Shortterm bank loans and current portion of long
term debt
Total current liabilities
Long term debt (include due to related party)
Net assets
Noncontrolling interests
Common stock
Total shareholders’ equity
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Risks Related to Our Company
Our business growth relies on our ability to react to infectious disease threats and to continually introduce new vaccine products
into the commercial market. Our failure to effectively develop and commercialize new products could materially and adversely
affect our business, financial condition, results of operations and prospects.
The biopharmaceutical market in general and the vaccine product market in particular are developing rapidly as a result of ongoing
infectious disease threats and new trends in the related research and technology developments. Consequently, our success depends on
our ability to react to disease and technology development trends and to identify, develop and commercialize in a timely and cost
effective manner effective vaccine products that meet evolving market needs.
Whether we are successful in developing and commercializing new products is determined by our ability to:
accurately assess disease and technology trends and market needs;
maintain strong research and development capabilities;
5
optimize our manufacturing and procurement processes to predict and control costs;
manufacture and deliver products with good quality in a timely manner and in sufficient quantities;
increase customer awareness and acceptance of our products;
minimize the time and cost required to obtain required regulatory clearances and approvals;
anticipate and compete effectively with other vaccine product developers, manufacturers and marketers;
price our products competitively;
comply with the guidelines of Good Manufacturing Practice, or GMP, and other related regulations; and
thoroughly understand the frequently developing regulatory guidelines and regulations on vaccine products and comply with
the regulations and guidelines accordingly.
We incurred a loss in 2016 as well as in the past years, and may incur losses again in the future.
Biopharmaceutical product development is a highly speculative undertaking and involves a substantial degree of risk. We have
incurred substantial losses since our inception. Although we first became profitable for the year ended December 31, 2007 and were
profitable from 2007 through 2009, we incurred losses in 2010, 2011 and 2012. Although we were profitable in 2013, we incurred a
loss again in 2014, 2015 and 2016. We cannot assure you when we will be profitable again in the future. We had net income
attributable to shareholders of $7.1 million in 2013 and incurred net loss attributable to shareholders of $1.5 million, $1.4 million and
$0.6 million in 2014, 2015 and 2016, respectively. Our profit in 2013 was partly driven by the recognition of H5N1 vaccine
governmental stockpiling revenue of $10.7 million, which will not happen every year. In 2016, the loss was caused primarily by
additional research and development expenses. None of the research and development expenses incurred were capitalized in our
financial statements. We intend to continue to invest in research and development to sustain our longterm growth. We expect our
research and development expenses to fluctuate depending on the progress we make on each project, with relatively more spending
on clinical studies than preclinical studies. We expect that our spending on research and development will have a negative impact on
our future net earnings. As a result, we may incur losses in the future, which will have an adverse impact on our working capital, total
assets, shareholders’ equity and cash flow.
We distribute vaccines product in China through Centers for Disease Control, or CDCs, which are PRC government agencies. This
exposes us to risks relating to doing business with the government.
We sell our vaccines to CDCs, which are PRC government agencies. Our sales to PRC government agencies expose us to various risks
relating to doing business with the government. Demand and ability to pay for our products may be affected by government
budgetary cycles, shifting availability of public funds and changes in policy. Funding reductions, delays in payment or unilateral
demands for changes to the terms of our contracts by our government customers could adversely impact our results of operations and
financial condition, exacerbate the existing seasonality of our revenues and make it difficult for us to allocate resources or anticipate
demand for our products. More importantly, we have little or no control over government procurement decisions, and government
agencies that contract to purchase our products may reduce or cancel orders, or demand price adjustments or other changes to their
contracts with us without our consent. Changes in the personnel of the PRC government agencies that purchase our products may
result in changes or delays to or cancellations of purchase commitments due to, among others, differing policy and budgetary agendas
of the personnel involved. Similar changes could occur if CDC or other relevant government agency were to be consolidated with
another ministry. Any of the above mentioned actions taken by government agencies could have a material adverse effect on our
results of operations and expected earnings, or result in our failure to meet, or having to adjust downwards, our sales and gross margin
guidance or estimates, which could adversely affect our stock price and result in substantial losses to you. In addition, many of the
remedies that are available to us when dealing with private parties, such as making claims for breach of contract or taking other legal
actions, may not be available or practicable in our dealings with government agencies.
6
We currently have limited revenue sources. A reduction in revenues from sales of Inlive, Healive, Bilive or Anflu would cause our
revenues to decline and could materially harm our business.
We generate all of our revenues from sales of our vaccine products. We derive a substantial percentage of our revenues from a small
number of vaccine products. Inlive (enterovirus 71 or EV71 vaccine) contributed 48.5% of our revenue in 2016. In 2016, 2015 and
2014, 27.7%, 39.8% and 42.1%, respectively, of our revenues were from sales of Healive; 0.8%, 33.5% and 34.9%, respectively, of our
revenues were from sales of Bilive; 13.6%, 18.8% and 19.3%, respectively, of our revenues were from sales of Anflu; and 8.8%, 5.7%
and 0.3%, respectively, of our revenues were from sales of Panflu (H5N1). However, revenue recognition of Panflu (H5N1) is not
recurring due to its government stockpile nature, which may cause fluctuation of our revenue. As a result of this relative lack of
product diversification, an investment in our company would be more risky than investments in companies that offer a wide variety of
products or services.
We started the commercial production of EV71 vaccine in 2016. EV71 vaccine will also serve as one of our core products in the
following years.
We expect our key products, which will likely shift over time, to account for a significant portion of our net revenues for the
foreseeable future. As a result, continued market acceptance and popularity of these products are critical to our success and a
reduction in demand due to, among other factors, the introduction of competing products by our competitors, the entry of new
competitors, or endusers’ dissatisfaction with the quality of our products, could materially and adversely affect our financial
condition and results of operations.
We could be subject to costly and timeconsuming product liability actions and, because our insurance coverage is limited, our
exposure to such claims could cause significant financial burden.
Our business exposes us to potential product liability risks that are inherent in the testing, manufacturing and marketing of
biopharmaceutical products. We manufacture vaccines that are injected into people to protect against infectious illnesses. If our
products do not function as anticipated, whether as a result of flaws in our design, unanticipated health consequences or side effects,
misuse or mishandling by third parties, or faulty or contaminated supplies, they could harm the vaccines and, as a result, subject us to
product liability lawsuits. Claims against us also could be based on failure to immunize as anticipated. Any product liability claim
brought against us, with or without merit, could have a material adverse effect on us. Meritless and unsuccessful product liability
claims can be timeconsuming and expensive to defend and could result in the diversion of management’s attention from managing
our core business or result in associated negative publicity.
Successful assertion of product liability claims against us could require us to pay significant monetary damages. Although we
currently carry worldwide product liability insurance for Healive, Bilive, Anflu, Panflu and EV71 vaccine (excluding U.S. and
Europe), we cannot assure you that such coverage will be sufficient to cover any liabilities resulting from successful product liability
claims. In such a case, we may be required to make substantial payments to cover any losses, damages or liabilities arising from
product liability claims. For any amounts covered by insurance, foreign exchange or other regulatory restrictions may prevent the use
of insurance proceeds to meet the liabilities. In addition, we do not have or plan to procure clinical trial liability insurance for our
clinical trials to mitigate any unsuccessful clinical trial expenses or product liability claims arising therefrom. Any of these factors
could have a material adverse effect on our business, financial condition and results of operations.
Any pandemic threat may abate, or alternative vaccines or technologies may be adopted, before our vaccines achieve significant
sales.
We have devoted significant resources to researching and developing various vaccines to address the pandemic threat of infectious
diseases, including SARS, avian flu and swine flu, and will continue to devote resources to the development of our vaccines to
address any new needs.
7
However, the threat of a pandemic outbreak may subside before we realize any return on our investment in our research and
development. For example, although we believe we were the first company to complete a phase I clinical trial of an inactivated SARS
vaccine in December 2004, we did not proceed with the phase II and phase III trials as the SARS epidemic subsequently subsided.
Other organizations may obtain licenses for their own pandemic vaccines, or government health organizations may acquire adequate
stockpiles of pandemic vaccine or adopt other technologies or strategies to prevent or limit outbreaks before our pandemic vaccines
achieve significant sales. We may not achieve a return on our investment before the threat of a pandemic outbreak subsides or a
competing product is adopted.
Failure to comply with the U.S. Foreign Corrupt Practices Act and other applicable anticorruption laws could subject us to
penalties and other adverse consequences and corrupt practices by our competitors may place us at a competitive disadvantage.
Our executive officers, employees and other agents may violate applicable laws in connection with the marketing or sale of our
products, including the U.S. Foreign Corrupt Practices Act, or the FCPA, and applicable anticorruption laws in China and other
jurisdictions in which our products are sold or registered for sale. The FCPA generally prohibits United States issuers from engaging
in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business and requires issuers to
maintain reasonable internal controls. The PRC also strictly prohibits bribery of government officials. We have adopted a policy
regarding compliance with the FCPA and other applicable anticorruption laws to prevent, detect and correct such corrupt practice.
However, corruption, extortion, bribery, payoffs, theft and other fraudulent practices occur from time to time in the PRC and the
countries in which we seek to do business. While we have sought to enhance measures and controls to ensure compliance with the
FCPA and other applicable anticorruption laws by individuals involved with our company, our existing compliance policies and
procedures may be insufficient or may fail to prevent our employees or other agents from engaging in inappropriate conduct for which
we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe
penalties and other consequences that may have a material adverse effect on our business, financial condition and results of
operations. In addition, our brand and reputation, our sales activities or the price of our common shares could be adversely affected if
we become the target of any negative publicity as a result of actions taken by our employees or other agents.
As discussed under “Item 8. Financial Information — A. Consolidated Statements and Other Financial Information — Legal and
Administrative Proceedings”, we have conducted an internal investigation regarding FCPA related matters and have informed
NASDAQ, the SEC and DOJ regarding these matters. At this time, we are unable to predict, what, if any, action may be taken by
NASDAQ, the SEC and/or DOJ or any penalties or remedial measures these agencies may seek. Any determination that our
operations or activities are not in compliance with existing laws or regulations could result in the imposition of fines, civil and
criminal penalties, disgorgement and equitable remedies, including disgorgement or injunctive relief. The imposition of any of these
sanctions or remedial measures could have a material adverse effect on our business.
In addition, there may be corrupt practices in the healthcare industry in China and other countries in which we conduct business. For
example, in order to secure agreements with CDCs or hospitals in China, our competitors may engage in corrupt practices in order to
influence decisionmakers in violation of the anticorruption laws of China and the FCPA. As competition persists and intensifies in
our industry, we may lose potential clients, client referrals and other opportunities to the extent that our competitors engage in such
practices or other illegal activities.
We have concluded that our internal control over financial reporting was not effective as of December 31, 2016. Failure to achieve
and maintain effective internal controls could have a material adverse effect on our business, results of operations and the trading
price of our common shares.
We are subject to the reporting obligations under U.S. securities laws. Section 404 of the SarbanesOxley Act of 2002 and related
rules require public companies to include a report of management on their internal control over financial reporting in their annual
reports. This report must contain an assessment by management of the effectiveness of a public company’s internal control over
financial reporting. In addition, an independent registered public accounting firm for a public company must attest to and report on
the effectiveness of our internal control over financial reporting.
In connection with the preparation of this annual report on Form 20F, we carried out an evaluation of the effectiveness of our internal
control over financial reporting. Based on this evaluation, our chief executive officer and chief financial officer concluded that our
internal control over financial reporting was not effective as of December 31, 2016 based on management’s identification of two
material weaknesses, as defined by Auditing Standard 5, “An Audit of Internal Control Over Financial Reporting That Is Integrated
with An Audit of Financial Statements.”
We are in the process of implementing measures to remediate these material weaknesses. We cannot assure you that we will be able to
resolve these material weaknesses in internal control over financial reporting in a timely and effective manner or that any significant
deficiency or material weakness in our internal control over financial reporting will not be identified in the future. In addition, we
previously identified a material weakness as of December 31, 2012 relating to our financial statement close process with respect to
ineffective review of the closing adjustments and supporting working papers and documents, which was subsequently remediated in
2013. If we fail to maintain effective internal control over financial reporting in the future, we and our independent registered public
accounting firm may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurance
level. This could in turn result in the loss of investor confidence in the reliability of our financial statements and negatively impact
the trading price of our common shares, inhibiting our ability to raise sufficient capital on favorable terms. Furthermore, we have
incurred and anticipate that we will continue to incur considerable costs and to use significant management time and other resources
in an effort to comply with Section 404 and other requirements of the SarbanesOxley Act.
If we are unable to successfully compete in the highly competitive biopharmaceutical industry, our business could be harmed.
We operate in a highly competitive environment and we expect the competition to increase in the future. Our competitors include
large pharmaceutical and biotechnology companies, both domestic and international. Many of these competitors have greater
resources than we do. New competitors may also enter into the markets in which we compete. Accordingly, even if we are successful
in launching a product, we may not be able to outperform a competing product for any number of reasons, including the possibility
that the competitor may:
have launched its competing product first or the competing product may have, or be perceived as having, better efficacy,
stronger brand recognition, or other advantages;
have better access to certain raw materials;
have more efficient manufacturing processes and greater manufacturing capacity;
have greater marketing capabilities;
8
have greater pricing flexibility;
have more extensive research and development and technical capabilities;
have proprietary patent portfolios or other intellectual property rights that may present obstacles to our business;
have greater knowledge of local market conditions where we seek to increase our international sales;
have capability to maintain a competitive management team; or
have investment capability to acquire businesses when the opportunity is not available to us.
The technologies applied by our competitors and us are rapidly evolving, and new developments frequently result in price
competition and product obsolescence. In addition, we may be impacted by competition from generic forms of our products,
substitute products or imports of products from lowerpriced markets. For a detailed description of our competitors in hepatitis A
vaccines, hepatitis A and B vaccines and influenza vaccines, please see “Item 4. Information on the Company — B. Business
Overview — Competition.”
We may not be able to maintain market share in China with our commercialized vaccines, which could adversely affect our ability
to increase our revenues.
We used to estimate our market share based on the batch release number published by the National Institutes for Food and Drug
Control, or NIFDC, which represents the market share estimated based on published supply quantity, but not the actual number of
sales in the market.
In 2016, we supplied 52.5% of EV71 vaccine market. We supplied 9.7%, 16.9% and 21.0% of the total hepatitis A vaccine market, or
76.3%, 89.8% and 72.7% of the inactivated hepatitis A vaccine market in 2016, 2015 and 2014, respectively, as measured by lot
release number. We may not be able to compete with other hepatitis A suppliers for either the privatepay market or public market,
which could adversely affect our ability to increase our revenues from hepatitis A vaccine.
We have been marketing and selling seasonal flu vaccines since 2006. Our market share, in terms of lot release numbers, was 9.9% in
2016, 10.9% in 2015 and 9.5% in 2014. The flu vaccine market in China is highly competitive. Multinational companies are
increasing investment in localized flu vaccine manufacturing plants. Our revenue could be adversely impacted if we are not able to
maintain our market share in this highly competitive market.
We may not be able to maintain market share in the governmentfunded hepatitis A vaccine market, or other governmentfunded
vaccine markets, which could adversely affect our revenues, and if we do maintain or expand market share in these markets, we may
need to sell our vaccines at a lower price, which could adversely affect our gross margin.
Hepatitis A vaccines have been included in the EPI in China since 2007. The PRC government purchases hepatitis A vaccines for
each 18monthold child.
Although the hepatitis A vaccines have been included in the EPI, most provincial and municipal governments are not able to afford
the two shots of inactivated hepatitis A vaccines due to insufficient financial support, which constrains the purchase of inactivated
hepatitis A vaccines in governmentfunded markets. Most provincial and municipal governments prefer to purchase lowerpriced live
attenuated hepatitis A vaccines; however, a few affluent provincial and municipal governments, such as Beijing, Tianjin, Shanghai
and Jiangsu province, have started to purchase inactivated hepatitis A vaccines. We are supplying vaccines in these markets at a
lower price than we do in the private market, which could adversely affect our gross margin. Our revenue could be adversely
impacted if we are not able to maintain our market share of the governmentfunded markets in these cities and provinces. As we are
making efforts to breakthrough into additional provincial and municipal public markets, we may be forced to lower our prices to win
tenders, which will adversely affect our gross margin.
9
Since 2007, we have been selected as one of the suppliers by Beijing CDC to supply seasonal influenza vaccines to Beijing citizens.
We cannot assure you that we will continue to obtain orders in the future and maintain our market share. If the supply volume
continues to decrease, it would negatively impact our sales revenue in the future.
Since 2008, we have received three stockpiling orders for our H5N1 vaccine from China’s central government every two years in an
amount of three million doses per order, and three stockpiling orders from Beijing government in an amount of 20,000 doses per order.
The latest batch of stockpiled H5N1 vaccines for the central government has expired in the first half of 2016 and we recognized the
revenue upon the government inspection. We cannot assure you that we will receive additional stockpiling orders from governments
in the future.
If CDCs, hospitals, physicians and vaccinees do not accept our products, we may be unable to generate significant revenue.
Even if we have obtained regulatory approval for commercialization of our vaccines, they still may not gain market acceptance
among CDCs, hospitals, physicians, vaccinees and the medical community, which would limit our ability to generate revenue and
adversely affect our results of operations. CDCs, hospitals and physicians may not recommend products developed by us or our
collaborators until clinical data or other factors demonstrate superior or comparable safety and efficacy of our products as compared to
other available treatments. Even if the clinical safety and efficacy of our products are established, CDCs, hospitals and physicians
may elect not to recommend these products for a variety of reasons. There are other vaccines and treatment options for the conditions
that many of our products and product candidates target, such as hepatitis A and B and influenza. In order to successfully launch a
product, we must educate physicians and vaccinees about the relative benefits of our products. If our products are not perceived as
easy and convenient to use, perceived to present a greater risk of side effects or are not perceived to be as effective as other available
treatments, CDCs, hospitals, physicians and vaccinees might not adopt our products. A failure of our products to gain commercial
acceptance would have a material adverse effect on our business, financial condition and results of operations.
We may not achieve the expected return on our investment in Sinovac (Dalian) Vaccine Technology Co., Ltd., or Sinovac Dalian.
We have invested significant resources into Sinovac Dalian since its establishment in 2010. However, we cannot assure you that
Sinovac Dalian’s business, covering the research, development, manufacturing and commercialization of vaccines, such as mumps
and varicella, will be successful. As such, we could incur related impairment charges in the future. Any failure to achieve the
expected return on our investment in Sinovac Dalian may materially and adversely affect our business, financial condition and results
of operations.
Our growth may be adversely affected if market demand for our vaccine products and product candidates does not meet our
expectations. We may encounter problems of inadequate supply or oversupply, which would materially and adversely affect our
financial condition and results of operations and would also damage our reputation and brand.
Our growth may be adversely affected if market demands for our vaccine products and product candidates do not meet our
expectations. The production of vaccine products is a lengthy and complex process. As a result, our inability to match our production
to market demand may result in a failure to meet market demand, which could materially and adversely affect our financial condition
and results of operations and could also damage our reputation and corporate brand. For example, many vaccinees receive their
seasonal flu vaccinations in the threemonth period from September to November in anticipation of an upcoming flu season and we
expect this period to be one of the most significant sales periods for this product each year. In anticipation of the flu season, we intend
to build up inventory of our Anflu product in line with what we believe will be the anticipated demand for the product. If actual
demand does not meet our expectations, we may be required to write off significant inventory and may otherwise experience adverse
consequences in our financial condition. If we overestimate demand, we may purchase more raw materials than required. If we
underestimate demand, our thirdparty suppliers may have inadequate raw material inventories, which could interrupt our
manufacturing, delay shipments and result in lost sales.
10
If we are unable to enroll sufficient vaccinees and identify clinical investigators for our clinical trials, our development programs
could be delayed or terminated.
The rate of completion of our clinical trials significantly depends on the rate of enrollment of volunteers. Vaccinees enrollment is a
function of many factors, including:
efforts of the sponsor and clinical sites involved to facilitate timely enrollment;
vaccinee referral practices of physicians;
design of the protocol;
eligibility criteria for the study in question;
perceived risks and benefits of the drug under study;
the size of the vaccinee population;
availability of competing therapies;
availability of clinical trial sites; and
proximity of and access by vaccinees to clinical sites.
We may have difficulty in obtaining sufficient volunteer subjects enrollment or finding qualified investigators to conduct our clinical
trials as planned and we may need to expend substantial funds to obtain access to resources or delay or modify our plans significantly.
These considerations may lead us to consider the termination of development of a product for a particular indication.
A setback in any of our clinical trials could adversely affect our share price.
We obtained the approval to conduct clinical trials for our 23 valentpneumococcal polysaccharide vaccine, varicella vaccine and
Sabininactivated polio vaccine, or sIPV vaccine, in May 2014, October 2015 and December 2015, respectively. We started clinical
trials for pneumococcal polysaccharide vaccine, varicella vaccine and sIPV at the beginning of April 2015, May 2016 and October
2016, respectively. Setbacks in any phase of the clinical trials of our product candidates could have a material adverse effect on our
business and our prospects and financial results and would likely cause a decline in the price of our common shares. We may not
achieve our projected development goals in the time frames we announce and expect. If we fail to achieve one or more milestones as
contemplated, the market price of our common shares could decline.
We set goals for and make public statements regarding our anticipated timing of the accomplishment of objectives material to our
success, such as the commencement and completion of clinical trials and other milestones. The actual timing of these events can vary
significantly due to factors such as delays or failures in our clinical trials, the uncertainties inherent in the regulatory approval process
and delays in achieving manufacturing or marketing arrangements sufficient to commercialize our products. We may not complete our
clinical trials or make regulatory submissions or receive regulatory approvals as planned. Also, we may not be able to adhere to our
anticipated schedule for the launch of any of our products. If we fail to achieve one or more milestones as contemplated, the market
price of our shares could decline.
We rely on third parties to conduct clinical trials, who may not perform their duties satisfactorily.
After we obtain approval to conduct clinical trials for our product candidates, we rely on qualified research organizations, medical
institutions and clinical investigators to enroll qualified vaccinees and conduct clinical trials. Our reliance on these third parties for
clinical development activities reduces our control over the clinical trial process. Furthermore, these third parties may also have
relationships with other entities, some of which may be our competitors. If these third parties do not fulfill their contractual
obligations, including failing to meet expected deadlines, we may not succeed or may experience delays in our efforts to obtain
regulatory approvals and commercialize our vaccine candidates.
11
If any of our thirdparty suppliers or manufacturers cannot adequately meet our needs, our business could be harmed.
While we use raw materials and other key material supplies that are generally available from multiple commercial sources, certain raw
materials that we use to cultivate our influenza vaccines, such as embryonated eggs, are in short supply or difficult for suppliers to
produce in accordance with our specifications. If thirdparty suppliers were to cease production or otherwise fail to supply us with
quality raw materials, and if we were unable to contract on acceptable terms for these materials with alternative suppliers, our ability
to deliver our products to the market would be adversely affected.
In addition, if we fail to secure longterm supply sources for some of the raw materials we use, our business could be harmed. For
example, we do not have a longterm agreement for the supply of hepatitis B antigens used for Bilive production. We source hepatitis
B antigens entirely from Beijing Temple of Heaven Biological Products Co., Ltd., or Beijing Temple of Heaven. Although we are
developing our own hepatitis B vaccine, before it is approved to be commercialized, we have to rely on the supplier to receive
hepatitis B antigen. We and Beijing Temple of Heaven agreed to enter into annual hepatitis B antigens supply agreements after our
previous tenyear exclusive supply framework agreement expired in October 2012. Beijing Temple of Heaven supplied hepatitis B
antigens to us from July 2013 to June 2015 based on the annual supply agreement. Thereafter, Beijing Temple of Heaven ceased its
hepatitis B antigens production due to facilities renovation until 2017. To ensure sufficient storage, we procured an abundant amount
of hepatitis B antigens from Beijing Temple of Heaven and produced a significant amount of Bilive in 2015. Although we believe
that we can maintain sufficient supply of Bilive until Beijing Temple of Heaven resumes production of hepatitis B antigens, Beijing
Temple of Heaven could delay its renovation schedule and cease to supply us with hepatitis B antigens in the future, in which case
our business, financial condition and results of operations may be materially and adversely affected.
From time to time, concerns are raised with respect to potential contamination of biological materials supplied to us. These concerns
can tighten market conditions for materials that may be in short supply or available from limited sources. Moreover, regulatory
approvals to market our products may be conditioned upon obtaining certain materials from specified sources. Any efforts to
substitute material from an alternate source may be delayed by pending regulatory approval of such alternate source. Although we
work to mitigate the risks associated with relying on sole suppliers, material shortages could impact product development and
production.
Our business is highly seasonal. This seasonality will contribute to our operating results fluctuating considerably throughout the
year.
Our business is highly seasonal. For example, the influenza season generally runs from November through March of the next year and
the largest percentage of influenza vaccinations is administered between September and November of each year. As a result, we
expect to realize most of our annual revenues from Anflu during this period. This seasonality in our business is expected to contribute
to significant quarterly fluctuations in our operating results.
We rely on a limited number of facilities for the manufacturing of our products in accordance with relevant regulatory
requirements. Any disruption to our existing manufacturing facilities or in the development of new facilities could reduce or restrict
our sales and harm our reputation.
According to the China GMP guidelines, each vaccine products can only be produced in one dedicated production facility. In
Beijing, we conduct the primary production of each vaccine in its dedicated production plant at our Shangdi site and secondary
filling and packaging at our Changping site. In Dalian, we manufacture mumps vaccine at one facility. We do not maintain backup
facilities for our currently available products, so we are dependent on our existing facilities for the continued operation of our
business.
Natural disasters or other unanticipated catastrophic events, including power interruptions, water shortages, storms, fires, earthquakes
and terrorist attacks, could significantly impair our ability to manufacture our products and operate our business and could also delay
our research and development activities. Our facilities and certain equipment located in these facilities would be difficult to replace
and could require substantial replacement leadtime. Catastrophic events may also destroy any inventory located in our facilities.
We do not maintain any business interruption insurance to cover lost income as a result of any such events. The occurrence of such
events could materially and adversely affect our business. We may build additional manufacturing facilities in the future. There can
be no assurance, however, that we will be able to expand our manufacturing capabilities to or realize the anticipated benefits of our
new facilities. Any of these factors could reduce or restrict our sales, harm our reputation and have a material adverse effect on our
business, financial condition, results of operations and prospects.
12
We will need additional capital to upgrade the production plant for our existing products or expand the facility, to continue
development of our product pipeline and to market existing and future products on a large scale. We cannot guarantee that we will
find adequate sources of capital in the future.
We closed a public offering of our common shares on February 2, 2010, and received net proceeds of approximately $61.8 million,
after deducting underwriting discounts and commissions and offering expenses payable by us. We have invested approximately $29.2
million in incorporation of Sinovac Dalian and invested $26.8 million in Beijing Sinovac R&D Technology Co. Ltd. or Sinovac
R&D to conduct research and development and other operating activities of operational entities in PRC. We have used the remaining
net proceeds from the offering for the research and development of our product candidates and other general corporate purposes.
In the long run, we will need to raise additional funds to finance equipment expenditures, to acquire intellectual property, to expand
the production facility for our pipeline products, to continue the development and commercialization of our product candidates and
to fund other corporate purposes. As of December 31, 2016, we had approximately $62.4 million in cash and cash equivalents.
Although we believe that we have adequate nearterm cash resources, we will need to undertake significant future financings in order
to:
establish and expand manufacturing capabilities;
proceed with the research and development of other vaccine products, including clinical trials of new products;
commercialize our products, including the marketing and distribution of new and existing products;
seek and obtain regulatory approvals;
develop or acquire directly, or indirectly through acquisition of companies, other product candidates or technologies or
companies;
protect our intellectual property; and
finance general, administrative and research activities that are not related to specific products under development.
In the past, we funded most of our research and development and other expenditures through government grants, working capital,
bank loans and proceeds from private placements and public offerings of our common shares. We may raise additional funds in the
future because our current operating and capital resources may be insufficient to meet future requirements.
If we raise additional funds by issuing equity securities, it will result in further dilution to our existing shareholders because the
shares may be sold when the market price is low and shares issued in equity financing transactions will normally be sold at a discount
to the current market price. Any additional equity securities issued also may provide for rights, preferences or privileges senior or
otherwise preferential to those of holders of our existing common shares. Unforeseen problems including materially negative
developments relating to, among other things, disease developments, product sales, new product rollouts, clinical trials, research and
development programs, our strategic relationships, our intellectual property, litigation, regulatory changes in our industry, the
Chinese market generally or general economic conditions, could interfere with our ability to raise additional funds or materially and
adversely affect the terms upon which such funding is available.
13
If we raise additional funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to
those of holders of our common shares, and the terms of the debt securities issued could impose significant restrictions on our
operations. If we raise additional funds through collaborations and licensing arrangements, we might be required to relinquish
significant rights to certain of our technologies, marketing territories, product candidates or products that we would otherwise seek to
develop or commercialize ourselves, or be required to grant licenses on terms that are not favorable to us. In the past, we have received
different types of grants from the PRC government to finance the research and development and facility investment of our vaccine
products. We may not receive additional grants in the future.
We do not know whether additional financing will be available to us on commercially acceptable terms when needed. If adequate
funds are not available or are not available on commercially acceptable terms, we may be unable to continue developing our
products. In any such event, our ability to bring a product to market and obtain revenues could be delayed and competitors could
develop products sooner than we do. As a result, our business, financial condition and results of operations could be materially and
adversely affected.
The interests of the respective minority shareholders of Sinovac Biotech Co., Ltd., or Sinovac Beijing, and Sinovac Dalian may
diverge from our own, which may adversely affect our ability to manage these subsidiaries.
Sinovac Beijing, our principal operating subsidiary, is a Sinoforeign equity joint venture in which we own a 73.09% interest and
Sinobioway Biomedicine Co., Ltd. (formerly named Xiamen Bioway Group Co., Ltd), or Sinobioway Medicine, owns a 26.91%
interest. Sinobioway Medicine’s interests may not be aligned with our interests. We cannot assure you that Sinobioway Medicine
will be cooperative with us in handling matters related to the operations of Sinovac Beijing.
As the minority shareholder of Sinovac Beijing, according to Sinovac Beijing’s articles of association, Sinobioway Medicine has the
right to assign a director to the fivedirector board of Sinovac Beijing. Accordingly, Sinobioway Medicine has the ability to take
actions that bind Sinovac Beijing or to block any action that requires unanimous board approval. In addition, if we wish to transfer
our equity interest in Sinovac Beijing, in whole or in part, to a third party, Sinobioway Medicine has a right of first refusal to purchase
our interest in accordance with relevant PRC regulations.
Sinobioway Medicine, the minority shareholder of Sinovac Beijing, has additional rights under the joint venture contract and articles
of association of Sinovac Beijing. The joint venture contract and articles of association require the consent of each of Sinovac
Beijing’s shareholders and/or unanimous board approval on matters such as a major change in the business line of the company,
expansion or amendment of the business scope of the company, transfer of the registered capital by a shareholder, creation of a
mortgage or pledge upon the company’s assets, a change in the organizational form of the company and designation or removal of the
general manager.
In November 2009, we entered into an agreement with Dalian Jin Gang Group to establish Sinovac Dalian. In January 2010, we
established Sinovac Dalian to focus on the research, development, manufacturing and commercialization of vaccines, such as mumps
and varicella for human use. Pursuant to the joint venture agreement, we made an initial cash contribution of RMB60.0 million ($9.3
million) in exchange for a 30% equity interest in Sinovac Dalian, and Dalian Jin Gang Group made an asset contribution of
RMB140.0 million ($21.6 million), including the manufacturing facilities, production lines and land use rights, in exchange for the
remaining 70% interest in Sinovac Dalian. In December 2010, we purchased an additional 25% equity interest in Sinovac Dalian
from Dalian Jin Gang Group for consideration of RMB50.0 million ($7.7 million). In October 2016, we increased our ownership in
Sinovac Dalian to 67.86% by making an additional RMB80 million ($12.8 million) capital contribution.
To date, Dalian Jin Gang Group has been cooperative with us in handling matters with respect to the business of Sinovac Dalian. We
cannot assure you, however, that Dalian Jin Gang Group will continue to act in a cooperative manner in the future.
14
Under China’s joint venture regulations, the unanimous approval of members of a joint venture’s board of directors who are present at
a board meeting is required for any amendment to the joint venture’s articles of association, the termination or dissolution of the joint
venture company, an increase or decrease in the registered capital of the joint venture company or a merger or demerger of the joint
venture. If our interests diverge from those of our minority shareholders, they may exercise their rights under PRC laws to protect their
own interests, which may be adverse to ours. As a result, our ability to manage these subsidiaries may be adversely affected, which in
turn may materially and adversely affect our business, financial condition and results of operations.
Some of the predecessor shareholders of Sinovac Beijing and Tangshan Yian were enterprises owning stateowned assets, or
EOSAs. Their failures to comply with PRC legal requirements in asset or share transfers could, under certain circumstances, result
in such transfers being invalidated by government authorities. If this occurs, we could lose our ownership of intellectual property
rights that are vital to our business as well as our equity ownership in Sinovac Beijing and Tangshan Yian.
Sinovac Beijing is currently owned 73.09% by us and 26.91% by Sinobioway Medicine (formerly named Xiamen Bioway Group
Co., Ltd). The technologies related to hepatitis A vaccine, hepatitis A and B vaccine and influenza vaccine that are vital to our
business were directly or indirectly transferred to us by Tangshan Yian. Some of the predecessor shareholders of Sinovac Beijing and
Tangshan Yian, including Shenzhen Kexing Biological Engineering Ltd., or Shenzhen Kexing, Sinobioway Medicine, Tangshan
Medicine Biotech Co., Ltd., Tangshan Yikang Biotech Co., Ltd. and Tangshan Yian itself (as Sinovac Beijing’s former shareholder),
were EOSAs.
Under applicable PRC laws, when EOSAs sell, transfer or assign assets or equity investments in their possession or under their control
to third parties, they are required to obtain an independent appraisal of the transferred assets or shares and file such appraisal with or
obtain approval of such appraisal from PRC government authorities. Since 2004, EOSAs have also been required to make such assets
or equity transfers at governmentdesignated marketplaces. Our acquisitions of intellectual property rights and some equity interests
were subject to these requirements.
Tangshan Yian failed to file with the government authorities the appraisal of the hepatitis A vaccine technology that it transferred to
Sinovac Beijing in 2001 as its capital contribution to Sinovac Beijing. Under PRC laws, Tangshan Yian also failed to:
obtain the appraisal of the hepatitis A and B vaccine technology that it transferred for no consideration to Beijing Keding
Investment Co., Ltd., or Beijing Keding, in 2002 (Beijing Keding subsequently transferred the technology to Sinovac
Beijing as Beijing Keding’s capital contribution to Sinovac Beijing) and to file such appraisal with the government
authorities; and
obtain the appraisal of the influenza vaccine technology that it transferred to Sinovac Beijing in 2004 and to file such
appraisal with the government authorities.
These failures subject us to the risk of losing ownership or control of these vaccine technologies.
In addition, before we acquired our 73.09% equity interest in Sinovac Beijing, it had undergone multiple changes in its shareholders
and these shareholders’ shareholdings. Some of the EOSA shareholders of Sinovac Beijing have sold, transferred or assigned their
respective equity interests in Sinovac Beijing without fully complying with laws to appraise the equity interests, to file such
appraisals with or obtain regulatory approval of such appraisals from PRC government authorities or to make equity interest transfers
at the governmentdesignated marketplaces as required for transactions completed after 2004. Similar to the asset transfers, such
failures subject us to the risk of losing the ownership or control of our equity interest in Sinovac Beijing.
PRC government authorities may take court actions to invalidate the transfers of the assets or equity investments discussed above for
noncompliance with applicable appraisal, filing, approval and designated marketplace requirements. The government authorities
could take such legal actions and such legal actions, if commenced, could be successful. If these transfers are invalidated, we would
lose title to these assets and investments. Because we depend on these technologies and because Sinovac Beijing constitutes core part
of our operations, our loss of these technologies or equity interest in Sinovac Beijing would materially and adversely affect our
operations and financial condition.
15
There can be no assurance that the going private transaction will be successfully consummated. Potential uncertainty involving the
going private transaction may adversely affect our business and the market price of our common shares, and we are restricted from
soliciting or, subject to certain exceptions, engaging in negotiations with third parties regarding competing proposals.
On June 26, 2017, we entered into a definitive amalgamation agreement, or the Amalgamation Agreement, with Sinovac (Cayman)
Limited, or Parent, and Sinovac Amalgamation Sub Limited, or Amalgamation Sub, a wholly owned subsidiary of Parent. Pursuant to
the Amalgamation Agreement, Parent will acquire Sinovac Biotech Ltd. for cash consideration equal to $7.00 per common share.
Subject to the terms and conditions of the Amalgamation Agreement, at the effective time of the amalgamation, Amalgamation Sub
will be amalgamated with and into Sinovac Biotech Ltd., with Sinovac Biotech Ltd. continuing as the surviving corporation and a
wholly owned subsidiary of Parent, or the Amalgamation. Our board of directors, acting upon the unanimous recommendation of the
special committee formed by the board of directors, or the Special Committee, unanimously approved the Amalgamation Agreement
and the transactions contemplated by the Amalgamation Agreement, including the Amalgamation, and resolved to recommend that
our shareholders authorize and approve the Amalgamation Agreement and the transactions contemplated by the Amalgamation
Agreement, including the Amalgamation. Immediately following the consummation of the transaction contemplated by the
Amalgamation Agreement, Parent will be beneficially owned by a consortium, or the Buyer Consortium, comprising Mr. Weidong
Yin, the chairman, president and chief executive officer of Sinovac Biotech Ltd., SAIF partners IV L.P., or SAIF, CBridge Healthcare
Fund II, L.P., Advantech Capital L.P., Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P.
The Amalgamation is subject to customary closing conditions, including approval by an affirmative vote of holders of our common
shares representing at least twothirds of the shares present and voting in person or by proxy as a single class at a meeting of our
shareholders, which will be convened to consider the authorization and approval of the Amalgamation Agreement and the
transactions contemplated by the Amalgamation Agreement, including the Amalgamation, and the other closing conditions specified
in the Amalgamation Agreement. If completed, the Amalgamation will result in Sinovac Biotech Ltd. becoming a privatelyheld
company and our common shares will no longer be listed on NASDAQ. The going private transaction, whether or not consummated,
presents a risk of diverting management focus, employee attention and resources from other strategic opportunities and from
operational matters. Potential uncertainty involving the going private transaction may adversely affect our business and the market
price of our common shares.
In addition, the Amalgamation Agreement restricts our ability, until the effective time of the Amalgamation or, if earlier, the
termination of the Amalgamation Agreement, to solicit or, subject to certain exceptions, engage in discussions or negotiations with
third parties regarding certain competing proposals or transactions as described in the Amalgamation Agreement, and if the
Amalgamation Agreement is terminated under certain circumstances, we may be required to pay Parent a termination fee of $15.0
million.
Our shareholder rights plan and certain provisions of our Bylaws may discourage a change of control.
In March 2016, we adopted a shareholder rights plan, or the “Rights Plan”, that provides for one right, or the Right, for each of our
outstanding common shares, which we amended to extend for an additional 12month period in March 2017. The Rights are designed
to assure that all of our shareholders receive fair and equal treatment in the event of any proposed takeover and to guard against
partial tender offers, open market accumulations and other abusive or coercive tactics to gain control of our company without paying
all shareholders a control premium. The Rights will cause substantial dilution to a person or group that acquires 15% or more of the
common shares on terms not approved by our board of directors. In June 2017, we amended the Rights Plan in connection with the
execution of the Amalgamation Agreement.
Some provisions of our Bylaws may discourage, delay or prevent a change in control of our company or management that
shareholders may consider favorable, including provisions that authorize our board of directors to issue preferred shares in one or
more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote
or action by our shareholders.
These provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered
beneficial by many shareholders. As a result, shareholders may be limited in their ability to obtain a premium for their shares.
We depend on our key personnel, the loss of whom would adversely affect our operations. If we fail to attract and retain the talent
required for our business, our business will be materially harmed.
We are a small company with 724 fulltime employees as of December 31, 2016 and we depend to a great extent on principal
members of our management and scientific teams. If we lose the services of any key personnel, in particular Mr. Weidong Yin, the loss
could significantly impede the key decision making on strategic choices and operational issues, which in turn will harm our business
achievement. We do not have any key man life insurance policies. We have entered into employment agreements with our executive
officers, under which they have agreed to restrictive covenants relating to noncompetition and nonsolicitation. These employment
agreements do not, however, guarantee that we will be able to retain the services of our executive officers in the future.
In addition, recruiting and retaining additional qualified scientific, technical and managerial personnel and research partners will be
critical to our success. Competition among biopharmaceutical and biotechnology companies for qualified employees in China is
intense and turnover rates are high. There is a shortage of employees in China with expertise in our areas of research and clinical and
regulatory affairs, and this shortage is likely to continue. We may not be able to retain existing personnel or attract and retain
qualified staff in the future. If we fail to hire and retain personnel in key positions, we may be unable to develop or commercialize our
product candidates in a timely manner.
16
We may encounter difficulties in managing our growth, which could adversely affect our results of operations.
We have experienced rapid and substantial growth and, if such growth continues, will place a strain on our administrative and
operational infrastructure. We also plan to introduce new products to market that, if successful, could place a strain on our
administrative and operational infrastructure. If we are unable to manage this growth effectively, our business, results of operations or
financial condition may be materially and adversely affected. Our ability to manage our operations and growth effectively requires us
to continue to improve our operational, financial and management controls, reporting systems and procedures and hiring programs.
We may not be able to successfully implement these required improvements.
International expansion may be costly, timeconsuming and difficult. If we do not successfully expand internationally, our growth
strategy and prospects would be materially and adversely affected.
We have entered into selected international markets and intend to continue to expand the sales of our products into new international
markets. In expanding our business internationally, we have entered, and intend to continue to enter, markets in which we have
limited or no experience and in which our brand may be less recognized. To promote our brand and generate demand for our products
to attract distributors in international markets, we expect to spend significantly more on marketing and promotion than we do in our
existing domestic markets when appropriate. We may be unable to attract a sufficient number of distributors, and our selected
distributors may not be suitable for selling our products.
In new markets, we may fail to anticipate competitive conditions that are different from those in our existing markets. These
competitive conditions may make it difficult or impossible for us to effectively operate in these markets. If our expansion efforts in
existing and new internal markets are unsuccessful, our growth strategy and prospects would be materially and adversely affected.
We are exposed to other risks associated with international operations, including:
political instability;
economic instability and recessions;
changes in tariffs;
difficulties of administering foreign operations generally;
limited protection for intellectual property rights;
obligations to comply with a wide variety of foreign laws and other regulatory approval requirements;
increased risk of exposure to terrorist activities;
financial condition, expertise and performance of our international distributors;
export license requirements;
unauthorized reexport of our products;
potentially adverse tax consequences;
17
inability to effectively enforce contractual or legal rights; and
exchange rate fluctuations or devaluation of foreign currencies.
We may undertake acquisitions which may have a material adverse effect on our ability to manage our business and may end up
being unsuccessful.
Our growth strategy may involve the acquisition of new production lines, technologies, businesses, products or services or the
creation of strategic alliances in areas in which we do not currently operate. These acquisitions could require that our management
develop expertise in new areas or new geographies, manage new business relationships and attract new types of customers.
Furthermore, acquisitions may require significant attention from our management, and the diversion of our management’s attention
and resources could have a material adverse effect on our ability to manage our business. We may experience difficulties integrating
acquisitions into our existing business and operations. Future acquisitions may also expose us to potential risks, including risks
associated with:
the integration of new operations, services and personnel;
unforeseen or hidden liabilities;
the diversion of resources from our existing businesses and technologies;
our inability to generate sufficient revenue to offset the costs of acquisitions;
potential loss of, or harm to, relationships with employees or customers, any of which could significantly disrupt our ability
to manage our business and materially and adversely affect our business, financial condition and results of operations; and
impairment of intangible assets acquired.
We may be unable to ensure compliance with United States economic sanctions laws, especially when we sell our products to
distributors over which we have limited control.
The U.S. Department of the Treasury’s Office of Foreign Assets Control administers certain laws and regulations that impose penalties
upon U.S. persons and, in some instances, foreign entities owned or controlled by U.S. persons, for conducting activities or
transacting business with certain countries, governments, entities or individuals subject to U.S. economic sanctions, or U.S. Economic
Sanctions Laws. We will not use any proceeds, directly or indirectly, from sales of our common shares, to fund any activities or
business with any country, government, entity or individual with respect to which U.S. persons or, as appropriate, foreign entities
owned or controlled by U.S. persons, are prohibited by U.S. Economic Sanctions Laws from conducting such activities or transacting
such business.
However, we sell our products in international markets through independent nonU.S. distributors which are responsible for
interacting with the endusers of our products. We may not be able to ensure that such nonU.S. distributors comply with all
applicable U.S. Economic Sanctions Laws. Moreover, if a U.S. distributor conducts activities or transacts business with a country,
government, entity or individual subject to U.S. economic sanctions, such actions may violate U.S. Economic Sanctions Laws. As a
result of the foregoing, actions could be taken against us that could materially and adversely affect our reputation and have a material
adverse effect on our business, financial condition, results of operations and prospects.
18
We may become a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S.
Holders of our common shares.
Based on the market price of our common shares, the value of our assets and the composition of our income and assets, we do not
believe we were a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes for our taxable year ended
December 31, 2016. A nonU.S. corporation will be a PFIC for any taxable year if either (i) at least 75% of its gross income for such
year is passive income or (ii) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during
such year is attributable to assets that produce passive income or are held for the production of passive income. We must make a
separate determination after the close of each year as to whether we were a PFIC for that year. The composition of our income and
assets will be affected by how, and how quickly, we use any cash we generate from our operations or raise in any offering. Because the
value of our assets for purposes of the PFIC test will generally be determined by reference to the market price of our common shares,
fluctuations in the market price of our common shares may cause us to become a PFIC for any subsequent year. If we are a PFIC for
any year during which a U.S. Holder (as defined in “Item 10. Additional Information — E. Taxation — United States Federal Income
Taxation”) holds our common shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. Please
see “Item 10. Additional Information — E. Taxation — United States Federal Income Taxation — Passive Foreign Investment
Company.”
Negative publicity regarding vaccinations in China may lead to lower demand for vaccination, which could in turn negatively
affect our business, financial condition and results of operations.
In December 2013, it was reported that several infants died shortly after receiving inoculations of hepatitis B vaccine produced by a
domestic company in China. The CFDA and National Health and Family Planning Commission have determined that the inoculated
hepatitis B vaccines comply with the applicable regulatory standards. In March 2016, media reported on improperly stored vaccines
illegally sold in Shandong province and all across China. The illegal distribution started in 2010 and two suspects were detained by
police in 2015. Although experts from the World Health Organization, or WHO, has confidence in China’s vaccine industry and
publicly clarified their position several times since news of this scandal broke, public concerns remain. Such negative publicity may
lead to lower demand for vaccination in China, which could in turn negatively affect the vaccine industry and our business, financial
condition and results of operations.
19
Risks Related to Government Regulation
We may not be able to comply with applicable GMP standards and other regulatory requirements, which could have a material
adverse effect on our business, financial condition and results of operations.
We are required to comply with applicable GMP regulations, which include, among other things, requirements relating to personnel,
premises and equipment, raw material and products, qualification and validation, document management, production management,
quality control and assurance and product distribution and recall. Manufacturing facilities must be approved by governmental
authorities before they can be used to commercially manufacture our products and are subject to inspection by regulatory agencies.
We have been required to comply with the new GMP standards implemented by CFDA since March 1, 2011. The new GMP standards
are similar to EU GMP standards. All vaccine manufacturers were required to meet the new GMP standards and obtain certifications
for their manufacturing facilities by December 31, 2013. Any manufacturer that failed to meet the deadline would be forced to
suspend production.
We have obtained the new GMP certificates for all of our commercial production facilities. However, we cannot assure you that we
will be able to continue to meet the applicable GMP standards and other regulatory requirements in the future. In addition, in light of
the recent incident where vaccines were illegally sold and distributed in Shandong province and other provinces around China, the
government has changed policies and regulations related to the vaccine sales and distribution in China. Before the policy was issued,
human vaccine sales was halted in China for months. Although the vaccine purchase and delivery was being resumed in the past
months, we are not able to estimate whether any other change of policies and regulations on our business will negatively impact on
business in the future.
If we fail to comply with applicable regulatory requirements at any stage during the regulatory process, including following any
product approval, we may be subject to sanctions, including:
fines;
product recalls or seizures;
injunctions;
refusal of regulatory agencies to review pending market approval applications or supplements to approval applications;
total or partial suspension of production;
civil penalties;
withdrawals of previously approved marketing applications; and
criminal prosecution.
We can only sell products that have received regulatory approvals. Many factors affect our ability to obtain such approvals.
Preclinical and clinical trials of our products, and the manufacturing and marketing of our technologies, are subject to extensive,
costly and rigorous regulation by governmental authorities in the PRC and in other countries. Even if we complete preclinical and
clinical trials successfully, we may not be able to obtain applicable regulatory approvals. We cannot market any product candidate
until we have both completed our clinical trials and obtained the necessary regulatory approvals for that product candidate.
20
Conducting clinical trials and obtaining regulatory approvals are uncertain, timeconsuming and expensive processes. The process of
obtaining required regulatory approvals from the CFDA and other regulatory authorities often takes many years and can vary
significantly based on the type, complexity and novelty of the product candidates. For example, it took us approximately ten years to
develop and obtain regulatory approval to commercialize Healive, and it took us five and a half years and four and a half years,
respectively, to develop and obtain regulatory approvals to commercialize Bilive and Anflu. EV71 vaccine, above all, took us eight
years from 2008 to 2016 to develop and obtain regulatory approvals.
There can be no assurance that all of the clinical trials pertaining to our vaccines in development will be completed within the
timeframes currently anticipated by us. We could encounter difficulties in enrolling vaccinees for clinical trials or encounter setbacks
while conducting clinical trials that result in delays or cancellation. Data obtained from preclinical and clinical studies are subject to
varying interpretations that could delay, limit or prevent regulatory approval, and failure to observe regulatory requirements or
inadequate manufacturing processes are examples of other problems that could prevent approval. In addition, we may encounter
delays or rejections in the event of additional regulation from future legislation, administrative action or changes in the CFDA policy
or if unforeseen health risks become an issue with the participants of clinical trials.
Clinical trials may also fail at any stage. Results of early trials frequently do not predict results of later trials, and acceptable results in
early trials may not be repeated. For these reasons, we do not know whether regulatory authorities will grant approval for any of our
product candidates in the future. In addition, production permits for our products are valid for only five years and we need to apply for
renewal six months prior to their expiration. The approving process for our renewal applications could be lengthy and there is no
assurance that we will be granted renewal in a timely manner or at all.
Delays in obtaining CFDA or foreign approvals of our products could result in substantial additional costs and adversely affect our
ability to compete with other companies. Even if regulatory approval is ultimately granted, we may not maintain the approval and the
approval may be withdrawn. Any approval received may also restrict the intended use and marketing of the product we want to
commercialize.
Outside the PRC, our ability to market any of our potential products is contingent upon receiving marketing authorizations from the
appropriate foreign regulatory authorities. These foreign regulatory approval processes include the risks associated with the CFDA
approval process described above and may include additional risks.
Because the medical conditions that our vaccines are intended to prevent represent significant public health threats, we are at risk
of governmental actions detrimental to our business, such as product seizure, compulsory licensing, resumed price controls and
additional regulations.
In response to a pandemic or the perceived risk of a pandemic, governments in the PRC and other countries may take actions to
protect their citizens that could affect our ability to control the production and export of pandemic vaccines or otherwise impose
burdensome regulations on our business. For example, an outbreak of influenza could subject our manufacturing locations to seizure
by the PRC government. The PRC government may also grant compulsory licenses to allow competitors to manufacture products that
are protected by our patents, use our technology developed using funds received from government agencies or resume its price control
over vaccines although such control has recently been lifted in China.
21
We deal with hazardous materials that may cause injury to others. These materials are regulated by environmental laws that may
impose significant costs and restrictions on our business.
Our research and development programs and manufacturing operations involve the controlled use of potentially harmful biological
materials and other hazardous materials. We cannot eliminate the risk of accidental contamination or injury to our employees or
others from the use, manufacture, storage, handling or disposal of hazardous materials and certain waste products. In the event of
contamination or injury, we could be held liable for any resulting damages, and any liability could exceed our resources or any
applicable insurance coverage we may have.
We are also subject to PRC laws and regulations governing the construction and operation of production facilities that may have an
impact on the environment and the use, manufacture, storage, handling or disposal of hazardous materials and waste products, such as
the PRC Environmental Impact Assessment Law, the PRC Prevention and Control of Water Pollution Law and the PRC
Environmental Protection Law, as well as wastedisposal standards set by relevant governmental agencies. It is likely that China will
adopt stricter pollution controls as the country is experiencing increasingly serious environmental pollution. Although we passed an
environmental examination of our facilities conducted in 2004 by the Beijing Municipal Environment Protection Bureau on our
hepatitis A vaccine production line and passed the same examination on our seasonal flu vaccine production line and filling and
packaging line in 2005 and 2008, respectively, we cannot assure you that we will continue to pass similar environmental
examinations on any future production facilities that we may construct. In addition, according to the PRC Environmental Impact
Assessment Law, after the approval of previous environmental impact assessment report, if there is any material change in the nature,
scale, location, production technology used and measures adopted to prevent damages to ecology, new environmental impact
assessment reports need to be filed for approval.
We have already obtained the approval of the environmental impact assessment report from the Beijing Municipal Environment
Protection Bureau for the construction plan of our facilities in Changping District, Beijing. We currently produce Bilive vaccine at
our production facility for hepatitis A vaccine and produce Panflu and Panflu.1 vaccines at our production facility for seasonal flu or
Anflu vaccine. We have canceled the construction plan for our influenza vaccine production facility. A new environmental impact
assessment report regarding the change has been submitted to the relevant environment protection authorities and has passed the
government inspection. We also added a sIPV production facility to the Changping construction plan. The relevant environmental
impact assessment report was submitted to the relevant government authorities and passed the government evaluation. The approval
on this report was already obtained. Once the construction of sIPV is completed, we will apply for government inspection on the
completion of the plant.
In addition, we have obtained approval for the environmental impact assessment report for PPV production facility at our Shangdi
site. We are required to pass the government inspection to launch the commercial production of PPV. If we fail to pass the inspection,
we cannot commence commercial production of the product. Moreover, we do not currently have a pollution and remediation
insurance policy to mitigate any risk related to environmental pollution or violation of environmental law.
Failure to commence development of land which we have been granted right to use within the required timeframe may cause us to
lose our land use rights.
Sinovac Dalian was granted land use rights to two parcels of land, with an aggregate area of 95,686 square meters (approximately
1,030,000 square feet) located in the Economic and Technical Development Zone of Dalian, Liaoning province by the local
government. According to the relevant PRC regulations, a parcel of land may be treated as idle land if development of the land has
not been commenced within one year after the commencement date stipulated in the land use rights grant contract or the issuance date
of the construction land approval certificate. Land users can extend the deadline for commencing the construction work for one year.
All of our facilities of Sinovac Dalian are located at one of the two parcels of the land with an aggregated area of 55,606 square
meters (598,582 square feet). However, as of the date of this annual report, we have not commenced development of the other parcel
of the land with 40,080 square meters (431,418 square feet), which Sinovac Dalian was granted the right to use. The PRC government
may treat the land as idle land, in which case we may be required to pay idle land fees or penalties, change the intended use of the
land, find another parcel of land, or even be required to forfeit the land to PRC government, any of which would adversely affect our
financial condition.
Negative publicity regarding Chinabased companies listed in the United States may affect the trading price of our common shares
and result in increased regulatory scrutiny of our business.
In the past, litigation and negative publicity surrounding companies with operations in China listed in the United States have
resulted in declining stock prices for such companies. Various equity research organizations have published reports on Chinabased
companies after examining their corporate governance practices, related party transactions, sales practices and financial statements
that have led to special investigations and stock suspensions on national exchanges. Any similar scrutiny of us, regardless of merit,
could result in a diversion of our management’s attention from managing our core business, negative publicity, potential costs to
defend ourselves against rumors, volatility and loss in the trading price of our common shares and increased directors’ and officers’
insurance premiums, any of which could materially and adversely affect our business, financial condition and results of operations.
22
Risks Related to Our Intellectual Property
If we are unable to protect our technologies from competitors with patents or other forms of intellectual property protection, our
business may be harmed.
Our success depends, in part, on our ability to protect our proprietary technologies. We try to protect the technology that we consider
important to our business by filing PRC patent applications and relying on trade secret and pharmaceutical regulatory protection.
We have a total of 33 issued patents and a number of pending patent applications relating to our vaccines in China. The process of
seeking patent protection in China can be lengthy and expensive and we cannot assure you that our pending patent applications, or
any patent applications we may make in the future with respect to other products, will result in issued patents, or that any patents
issued in the future will be able to provide us with meaningful protection or commercial advantage. Our patent applications may be
challenged, invalidated or circumvented in the future.
In addition to patents, we rely on trade secrets and proprietary knowhow to protect our intellectual property. We have entered into
confidentiality agreements (which include, in the case of employees, noncompetition provisions) with many of our employees,
consultants, outside scientific collaborators, sponsored researchers and other advisors. These agreements provide that all confidential
information developed or made known to the individual during the course of the individual’s relationship with us is to be kept
confidential and not disclosed to third parties except in specific circumstances. In the case of our employees, the agreements provide
that all of the technology which is conceived by the individual during the course of employment is our exclusive property. These
agreements may not provide meaningful protection or adequate remedies in the event of unauthorized use or disclosure of our
proprietary information. In addition, third parties could independently develop information and techniques substantially similar to
ours or otherwise gain access to our trade secrets.
Our current or potential competitors, many of whom have substantial resources and have made substantial investments in competing
technologies, could develop products that compete directly with our products despite our intellectual property rights.
Intellectual property rights and confidentiality protections in China may not be as effective as in the United States or other countries.
Policing unauthorized use of proprietary technology is difficult and expensive, and we might need to resort to litigation to enforce or
defend patents issued to us or to determine the enforceability, scope and validity of our proprietary rights or those of others. The
experience and capabilities of PRC courts in handling intellectual property litigation varies, and outcomes are unpredictable. Further,
such litigation may require significant expenditures of cash and management efforts and could harm our business, financial condition
and results of operations. An adverse determination in any such litigation could materially impair our intellectual property rights and
may harm our business, prospects and reputation.
We may be exposed to infringement or misappropriation claims by third parties which, if determined adversely to us, could cause
substantial liabilities to us, or we may be unable to sell some of our products. Please see “Item 4. Information on the Company — B.
Business Overview — Intellectual Property and Proprietary Technology”.
Third parties may bring intellectual property infringement claims against us in the future.
Our commercial success depends significantly on our ability to operate without infringing the patents and other proprietary rights of
third parties. Even after reasonable investigation, we may not know with certainty whether we have infringed upon a third party’s
patent due to the complexity of patent claims, the inadequacy of patent clearance search procedures in the PRC and the fact that a
third party may have filed a patent application without our knowledge while that product was under development by us.
Patent applications are maintained in secrecy until their publication 18 months after the filing date. The publication of discoveries in
the scientific or patent literature frequently occurs substantially later than the date on which the underlying discoveries were made
and patent applications were filed. China, similar to many other countries, adopts the firsttofile system under which the first party to
file a patent application (instead of the first to invent the subject invention) may be awarded a patent. There may also be technologies
licensed to us or acquired by us that are subject to infringement, misappropriation or other claims by others which could damage our
ability to rely on such technologies.
23
If a third party claims that we infringe upon its proprietary rights, any of the following may occur:
we may become involved in timeconsuming and expensive litigation, even if the claim is without merit;
we may become liable for substantial damages for past infringement if a court decides that our technology infringes upon a
competitor’s patent;
a court may prohibit us from selling or licensing our product without a license from the patent holder, which may not be
available on commercially reasonable terms, if at all, or which may require us to pay substantial royalties or grant cross
licenses to our patents;
we may have to reformulate our product so that it does not infringe upon others’ patent rights, which may not be possible or
could be very expensive and timeconsuming; and
we may be subject to injunctions prohibiting the manufacture and sale of our products or the use of our technologies.
If any of these events occurs, our business will suffer and the market price of our common shares could decline.
The success of our business may depend on licensing vaccine components from, and entering into collaboration arrangements with,
third parties. We cannot be certain that our licensing or collaboration efforts will succeed or that we will realize any revenue from
them.
The success of our business strategy depends, in part, on our ability to enter into licensing and collaboration arrangements and to
effectively manage the resulting relationships. Our ability to enter into agreements with commercial partners depends in part on our
ability to convince them of the value of our technology and knowhow. This may require substantial time and effort. While we
anticipate expending substantial funds and management effort, we cannot assure you that strategic relationships will result or that we
will be able to negotiate additional strategic agreements in the future on acceptable terms, if at all.
We may incur significant financial commitments to collaborators in connection with potential licenses and sponsored research
agreements. In addition, we may not be able to control the areas of responsibility undertaken by our strategic partners and may be
adversely affected should these partners prove to be unable to carry a product candidate forward to full commercialization or should
they lose interest in dedicating the necessary resources toward developing any such product quickly.
Third parties may terminate our licensing and other strategic arrangements if we do not perform as required under these arrangements.
Generally, we expect that agreements for rights to develop technologies will require us to exercise diligence in bringing product
candidates to market and may require us to make milestone and royalty payments that, in some instances, could be substantial. Our
failure to exercise the required diligence or make any required milestone or royalty payments could result in the termination of the
relevant license agreement, which could have a material adverse effect on us and our operations. In addition, these third parties breach
or terminate their agreements with us or otherwise fail to conduct their activities in connection with our relationships in a timely
manner. If we or our partners terminate or breach any of our licenses or relationships, we may:
lose our rights to develop and market our product candidates;
lose patent and/or trade secret protection for our product candidates;
experience significant delays in the development or commercialization of our product candidates;
not be able to obtain any other licenses on acceptable terms, if at all; and
incur liability for damages.
24
Licensing arrangements and strategic relationships in our industry can be complex, particularly with respect to intellectual property
rights. Disputes may arise in the future regarding ownership rights to technology developed by or with other parties. These and other
possible disagreements between us and third parties with respect to our licenses or our strategic relationships could lead to delays in
the research, development, manufacture and commercialization of our product candidates. These disputes could also result in
litigation or arbitration, both of which are timeconsuming and expensive. Moreover, These third parties may pursue alternative
technologies or product candidates either on their own or in strategic relationships with others in direct competition with us.
Any cessation or suspension of our collaborations with scientific advisors and academic institutions may increase our costs in
research and development, lengthen our new vaccines development process and lower our efficiency in new products development.
We work with scientific advisors and academic collaborators who assist us in some of our research and development efforts. Some of
our preclinical and research programs rely heavily on such collaborators and we generally benefit considerably from the resources,
technology and experience these collaborations can provide. These scientists are not, however, our employees and may have other
commitments that limit their availability to us. If a conflict of interest arises between their work for us and their work for another
entity, we may lose the services of these scientists and institutions. Any cessation or suspension of our collaborations with scientific
advisors and academic institutions may increase our research and development costs, lengthen our new vaccines development process
and lower our efficiency in new products development. In addition, although our scientific advisors and academic collaborators
generally sign agreements not to disclose our confidential information, valuable proprietary knowledge may become publicly known
which would compromise our competitive advantage.
We may lose the right to use “科兴” (Kexing) on our vaccine products and/or as part of our trade name.
We currently use “科兴” (Kexing) as part of Sinovac Beijing’s Chinese trade name in the PRC. We also use “科兴” (Kexing) as part of
the Chinese trade name of Sinovac Dalian in the PRC. Shenzhen Kexing currently owns the “科兴” trademark registered in China for
Class 5 (Pharmaceuticals) under the International Classification of Goods and Services. To protect our interest in using “科兴” in our
trade name, we applied to register “科兴” in China for Class 42 (Scientific & Technological Services &Research) in 2006 and the PRC
Trademark Office of the State Administration for Industry and Commerce approved our application in 2010. The “科兴” trademark
owned by Shenzhen Kexing has not been identified as “Wellknown Trademark” by the relevant PRC authorities since we first
started using “ 科 兴” in the trade name of Sinovac Beijing in 2001. If the “ 科 兴” trademark owned by Shenzhen Kexing is ever
officially identified as a “WellKnown Trademark,” however, we may be subject to trademark infringement claim for the use of “科
兴” in our trade name. Although the trademark application and the trade name approval systems are administered separately in China,
it is possible that we may lose our ability to use the “科兴” trademark in our trade name due to a successful trademark infringement
claim, which may adversely affect our ability to maintain and protect our brands, cause us to incur litigation costs and divert resources
and management attention.
Risks Related to Doing Business in China
Adverse changes in political, economic and other policies of the PRC government could have a material adverse effect on the
overall economic growth of China, which could reduce the demand for our products and materially and adversely affect our
competitive position.
We conduct all our operations in China, and generate approximately 98.3% of our sales in China. Accordingly, our business, financial
condition, results of operations and prospects are affected significantly by economic, political and legal developments in China. The
Chinese economy differs from the economies of most developed countries in many respects, including:
the extent of government involvement;
the level of development;
25
the growth rate;
the control of foreign exchange;
the allocation of resources;
an evolving regulatory system; and
a lack of sufficient transparency in the regulatory process.
While the Chinese economy has experienced significant growth in the past 30 years, growth has been uneven, both geographically
and among various sectors of the economy. The PRC government has implemented measures to encourage economic growth and
guide the allocation of resources. Some of these measures benefit the overall Chinese economy, but may also have a negative effect on
us. For example, our financial condition and results of operations may be adversely affected by government control over capital
investments or changes in tax regulations that are applicable to us.
The Chinese economy has been transitioning from a planned economy to a more marketoriented economy. Although in recent years
the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of
state ownership of productive assets and the establishment of sound corporate governance in business enterprises, the Chinese
government still owns a substantial portion of the productive assets in China. The continued control of these assets and other aspects
of the national economy by the PRC government could materially and adversely affect our business. The PRC government also
exercises significant control over Chinese economic growth by allocating of resources, controlling payment of foreign currency
denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Efforts
by the PRC government to slow the pace of growth of the Chinese economy could result in hospitals spending less, which in turn
could reduce demand for our products.
The political relationship among foreign countries and China is subject to sudden fluctuations and periodic tensions. Changes in
political conditions in China and changes in the state of foreign relations are difficult to predict and could adversely affect our
product export and international collaborations. This could lead to a decline in our profitability in the future.
Although the Chinese economy has grown significantly in the past decade, that growth may not continue, as evidenced by the
slowing of the growth of the Chinese economy since 2012. Any adverse change in the economic conditions or government policies
in China could have a material adverse effect on overall economic growth and the level of healthcare investments and expenditures in
China, which in turn could lead to a reduction in demand for our products and consequently have a material adverse effect on our
businesses.
Future changes in laws, regulations or enforcement policies in China could adversely affect our business.
Laws, regulations and enforcement policies in China, including those regulating our business, are evolving and subject to future
change. Future changes in laws, regulations or administrative interpretations, or stricter enforcement policies by the PRC government,
could impose more stringent requirements on us, including fines or other penalties. Changes in applicable laws and regulations may
also increase our operating costs. Compliance with such requirements could impose substantial additional costs or otherwise have a
material adverse effect on our business, financial condition and results of operations. These changes may relax some requirements,
which could be beneficial to our competitors or could lower market entry barriers and increase competition. Further, regulatory
agencies in China may, sometimes abruptly, change their enforcement practices.
Prior enforcement activity, or lack of enforcement activity, is not necessarily predictive of future actions. Any enforcement actions
against us could have a material adverse effect on us and the market price of our common shares. In addition, any litigation or
governmental investigation or enforcement proceedings in China may be protracted and may result in substantial costs and diversion
of resources and management attention, negative publicity, damage to our reputation and decline in the price of our common shares.
26
We rely on dividends paid by our PRC subsidiaries for our cash needs. If they are unable to pay us sufficient dividends due to
statutory or contractual restrictions on their abilities to distribute dividends to us, our various cash needs may not be met.
We are a holding company, and we rely on the dividends paid by our PRC subsidiaries, including majorityowned subsidiary,
Sinovac Beijing, our whollyowned subsidiaries Sinovac R&D (formerly known as Sinovac Biological) and Sinovac Biomed, and our
majorityowned subsidiary, Sinovac Dalian, for our cash needs, including the funds necessary to pay any dividends and other cash
distributions to our shareholders, service any debt we may incur and pay our operating expenses. The payment of dividends in the
PRC is subject to limitations. Regulations in the PRC currently permit payment of dividends by our PRC subsidiaries only out of
accumulated profits as determined in accordance with accounting standards and regulations in China. For instance, in accordance
with the regulations in China, Sinovac Beijing, Sinovac Dalian, Sinovac R&D and Sinovac Biomed are required to set aside at least
10% of its aftertax profits each year to contribute to its reserve fund until the accumulated balance of such reserve fund reaches 50%
of the registered capital of each company.
Sinovac Beijing, Sinovac Dalian, Sinovac R&D and Sinovac Biomed are required to set aside, at the discretion of their respective
board of directors, a portion of their annual income after taxes to their employee welfare and bonus funds. These funds reduce the
ability of the subsidiaries to pay dividends in cash. In addition, if Sinovac Beijing, Sinovac Dalian, Sinovac R&D or Sinovac Biomed
incurs debt on its own behalf in the future, the instruments governing the debt may restrict either company’s ability to pay dividends
or make other distributions to us.
Restrictions on currency exchange may limit our ability to receive and use our revenues effectively.
We receive over 98% of our revenues in renminbi, which currently is not a freely convertible currency. A portion of our revenues may
be converted into other currencies to meet our foreign currency obligations, including, among others, payment of dividends declared
by our subsidiaries. Under China’s existing foreign exchange regulations, Sinovac Beijing, Sinovac R&D, Sinovac Dalian and
Sinovac Biomed are able to pay dividends in foreign currencies without prior approval from the State Administration of Foreign
Exchange, or the SAFE, by complying with certain procedural requirements. However, the PRC government could not take future
measures to restrict access to foreign currencies for current account transactions.
Our PRC subsidiaries’ ability to obtain foreign exchange is subject to significant foreign exchange controls and, in the case of
amounts under the capital account, requires the approval of and/or registration with PRC government authorities, including the
SAFE. In particular, if we finance our PRC subsidiaries by means of foreign currency from us or other foreign lenders, the amount is
not allowed to exceed the difference between the amount of total investment and the amount of the registered capital as approved by
the Ministry of Commerce and registered with the SAFE. Such loans must also be registered with the SAFE. If we finance our PRC
subsidiaries by means of additional capital contributions, the amount of these capital contributions must first be approved by the
relevant government approval authority. These limitations could affect the ability of our PRC subsidiaries to obtain foreign exchange
through debt or equity financing.
27
Fluctuation in the value of the renminbi may have a material adverse effect on your investment.
The value of the renminbi against the U.S. dollar, Euro and other currencies is affected by, among other things, changes in China’s
political and economic conditions and China’s foreign exchange policies. The PRC government allows the renminbi to fluctuate
within a narrow and managed band against a basket of certain foreign currencies. In recent years, the exchange rate between the
renminbi and U.S. dollar has been relatively stable and consequently the renminbi has sometimes fluctuated sharply against other
freely traded currencies, in tandem with the U.S. dollar.
Since June 2010, the Renminbi has fluctuated against the U.S. dollar. Since October 1, 2016, the RMB has joined the International
Monetary Fund (IMF)’s basket of currencies that make up the Special Drawing Right (SDR), along with the U.S. dollar, the Euro, the
Japanese yen and the British pound. In the fourth quarter of 2016, the RMB depreciated significantly in the backdrop of a surging
U.S. dollar and persistent capital outflows of China. With the development of the foreign exchange market and progress towards
interest rate liberalization and Renminbi internationalization, the PRC government may announce further changes to the exchange
rate system and the RMB could appreciate or depreciate significantly in value against the U.S. dollar.
It is difficult to predict how long such depreciation of the RMB against the U.S. dollar may last and when and how the relationship
between the renminbi and the U.S. dollar may change again. The PRC government indicated that it will make the foreign exchange
rate of the renminbi more flexible and widen the trading band of renminbi, which increases the possibility of sharp fluctuations in
renminbi’s value in the future as well as the unpredictability associated with renminbi’s exchange rate. There remains significant
international pressure on the PRC government to adopt an even more flexible currency policy, which could result in further and more
significant fluctuations of the renminbi against foreign currencies.
As the majority of our costs and expenses are denominated in renminbi, a resumption of the appreciation of the renminbi against the
U.S. dollar would further increase our costs in U.S. dollar terms. In addition, as our operating subsidiaries in China receive revenues in
renminbi, any significant depreciation of the renminbi against the U.S. dollar may have a material adverse effect on our revenues in
U.S. dollar terms and financial condition, and the value of, and any dividends payable on, our common shares. For example, to the
extent that we need to convert U.S. dollars into renminbi for our operations, appreciation of the renminbi against the U.S. dollar
would have an adverse effect on the renminbi amount we receive from the conversion. Conversely, if we decide to convert our
renminbi into U.S. dollars for the purpose of making payments for dividends on our common shares or for other business purposes,
appreciation of the U.S. dollar against the renminbi would have a negative effect on the U.S. dollar amount available to us.
Our business benefits from certain government tax incentives. Expiration, reduction or elimination of these incentives will increase
our tax expenses and in turn decrease our net income.
Pursuant to the PRC Enterprise Income Tax Law, or the EIT Law, and its implementation rules, both domestic companies and the
foreign invested enterprises, or the FIEs, are subject to a unified income tax rate of 25%. Tax exemption or reduction with fixed terms
enjoyed by enterprises including us will continue until the expiration of the prescribed period. Preferential tax treatments will
continue to be granted to high and new technology enterprises that conduct business in encouraged sectors, whether FIEs or domestic
companies.
Sinovac Beijing reconfirmed its “High and New Technology Enterprises,” or HNTE, status and obtained the corresponding certificate
in 2014 for a period of three years. As a result, subject to satisfaction of applicable criteria as confirmed by the competent authorities,
Sinovac Beijing was entitled to a reduced enterprise income tax, or EIT, rate of 15% from 2014 to 2016. Sinovac Beijing reconfirmed
its HNTE status in 2017 for another threeyear period, which is from 2017 to 2019. The PRC government could eliminate any of these
preferential tax treatments before their scheduled expiration. Expiration, reduction or elimination of such tax incentives will increase
our tax expenses and in turn decrease our net income.
Under the EIT Law, dividends payable by us and gains on the disposition of our shares may be subject to PRC taxation.
If we were considered a PRC resident enterprise under the EIT Law, our shareholders who are deemed nonresident enterprises may be
subject to the EIT at the rate of 10% upon the dividends payable by us or upon any gains realized from the transfer of our shares, if
such income is deemed derived from China, provided that (i) such foreign enterprise investor has no establishment or premises in
China, or (ii) it has an establishment or premises in China but its income derived from China has no real connection with such
establishment or premises. If we were required under the EIT Law to withhold PRC income tax on our dividends payable to our non
PRC enterprise shareholders, or if any gains realized from the transfer of our shares by our nonPRC enterprise shareholders were
subject to the EIT, such shareholders’ investment in our shares would be materially and adversely affected.
28
PRC regulations relating to investments in offshore companies by PRC residents may subject our PRCresident beneficial owners or
our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC
subsidiaries’ ability to increase their registered capital or distribute profits.
SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore
Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014, which
replaced the former circular commonly known as “SAFE Circular 75” promulgated by SAFE on October 21, 2005. SAFE Circular 37
requires PRC residents to register with the local branches of SAFE in connection with their direct establishment or indirect control of
an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity
interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.”
SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special
purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division,
or other material events. In the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required
SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the
offshore parent and from carrying out subsequent crossborder foreign exchange activities, and the special purpose vehicle may be
restricted in its ability to contribute additional capital into its PRC subsidiary.
Failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for
evasion of foreign exchange controls. According to the Notice on Further Simplifying and Improving Policies for the Foreign
Exchange Administration of Direct Investment released on February 13, 2015 by SAFE, local banks will examine and handle foreign
exchange registration for overseas direct investment, including the initial foreign exchange registration and amendment registration,
under SAFE Circular 37 from June 1, 2015. However, since this notice has not yet come into force, significant uncertainty exists with
respect to its interpretation and implementation by governmental authorities and banks.
Mr. Weidong Yin has made the required SAFE registration with respect to his investments in our company. However, we may not be
aware of the identities of all of our beneficial owners who are PRC residents. We do not control our beneficial owners and cannot
assure you that all of our PRCresident beneficial owners will comply with SAFE Circular 37 and subsequent implementation rules.
The failure of our beneficial owners who are PRC residents to register or amend their foreign exchange registrations in a timely
manner pursuant to SAFE Circular 37 and subsequent implementation rules, or the failure of future beneficial owners of our company
who are PRC residents to comply with the registration procedures set forth in SAFE Circular 37 and subsequent implementation rules,
may subject such beneficial owners or our PRC subsidiaries to fines and legal sanctions.
Furthermore, since SAFE Circular 37 was recently promulgated and it is unclear how this regulation, and any future regulation
concerning offshore or crossborder transactions, will be interpreted, amended and implemented by the relevant PRC government
authorities, we cannot predict how these regulations will affect our business operations or future strategy. Failure to register or comply
with relevant requirements may also limit our ability to contribute additional capital to our PRC subsidiaries and limit our PRC
subsidiaries’ ability to distribute dividends to our company. These risks may have a material adverse effect on our business, financial
condition and results of operations.
Any failure to comply with PRC regulations regarding our employee equity incentive plans may subject the PRC plan participants
or us to fines and other legal or administrative sanctions.
Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas nonpubliclylisted companies due
to their position as director, senior management or employees of the PRC subsidiaries of the overseas companies may submit
applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies.
Our directors, executive officers and other employees who are PRC residents and who have been granted options and restricted shares
were able to follow SAFE Circular 37 to apply for the foreign exchange registration before our company became an overseas listed
company.
Since our company has become an overseas listed company, we and our directors, executive officers and other employees who are
PRC residents and who have been granted options are subject to the Notice on Issues Concerning the Foreign Exchange
Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, issued by SAFE
in February 2012, according to which, employees, directors, supervisors and other management members participating in any stock
incentive plan of an overseas publicly listed company who are PRC residents are required to register with SAFE through a domestic
qualified agent, which could be a PRC subsidiary of such overseas listed company, and complete certain other procedures.
Failure to complete the SAFE registrations may subject them to fines and legal sanctions and may also limit the ability to make
payments under our equity incentive plans or receive dividends or sales proceeds related thereto, or our ability to contribute
additional capital into our whollyforeign owned enterprises in China and limit our whollyforeign owned enterprises’ ability to
distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to adopt additional equity incentive
plans for our directors and employees under PRC law.
In addition, the State Administration for Taxation has issued circulars concerning employee share options or restricted shares. Under
these circulars, employees working in the PRC who exercise share options, or whose restricted shares or restricted share units, or
RSUs, vest, will be subject to PRC individual income tax. The PRC subsidiaries of an overseas listed company have obligations to
file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income
taxes of those employees related to their share options, restricted shares or RSUs. If the employees fail to pay, or the PRC subsidiaries
fail to withhold, their income taxes according to relevant laws, rules and regulations, the PRC subsidiaries may face sanctions
imposed by the tax authorities or other PRC government authorities.
29
PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from making
loans or additional capital contributions to our PRC operating subsidiaries and affiliated entities.
In funding our PRC subsidiaries, we must comply with PRC legal requirements relating to foreign debt registration and to PRC
foreigninvestment companies’ “registered capital” and “total investment.” “Registered capital” refers to the capital contributed to or
paid into a PRC foreigninvestment company in cash or in kind, and “total investment” refers to the amount of a PRC foreign
investment company’s registered capital plus all external borrowings by such company. The amounts of a PRC foreigninvestment
company’s registered capital and total investment are set forth in the company’s constitutional documents and approved by the
competent government authority in advance and, in the case of Sinovac Beijing and Sinovac Dalian, must be approved by their
minority shareholders, as well as Sinobioway Medicine (formerly named Xiamen Bioway Group Co., Ltd) or Dalian Jin Gang Group,
respectively, as well.
Loans by us or Sinovac Hong Kong to Sinovac Beijing, Sinovac R&D, Sinovac Dalian or Sinovac Biomed cannot exceed the
difference between such company’s registered capital and total investment, unless the company has obtained the approval of the
approval authority and, in the case of Sinovac Beijing or Sinovac Dalian, the approval of Sinobioway Medicine or Dalian Jin Gang
Group, respectively, to increase the amount of total investment. Further, such loans must be registered with the SAFE or its local
counterpart.
We may also decide to finance our PRC subsidiaries by making additional capital contributions. These additional contributions must
be approved by the government approval authority and, in the case of Sinovac Beijing or Sinovac Dalian, by Sinobioway Medicine
or Dalian Jin Gang Group, respectively. We cannot assure you that we will be able to obtain these government registrations or
approvals, or the approval of Sinobioway Medicine or Dalian Jin Gang Group, on a timely basis, if at all, with respect to future loans
or additional capital contributions by us to our subsidiaries or affiliates. If we fail to obtain such registrations or approvals, our ability
to capitalize our PRC operations would be negatively affected, which could adversely and materially affect the liquidity of our
subsidiaries and our ability to expand our business.
Because we are incorporated under Antigua and Barbuda law, substantially all of our operations, property and assets are located
in China and all of our directors and officers and substantially all of their assets are located outside of the United States, you may
be unable to protect your shareholder rights under U.S. law in a court in the United States.
We are incorporated in Antigua and Barbuda. Our corporate affairs are governed by our Articles of Incorporation and Bylaws and by
the International Business Corporations Act and common law of Antigua and Barbuda. The rights of shareholders to take legal action
against our directors, officers and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us are to a
large extent governed by the International Business Corporations Act and common law of Antigua and Barbuda. The common law of
Antigua and Barbuda is derived in part from comparatively limited judicial precedent in Antigua and Barbuda as well as from
English common law, which has persuasive, but not binding, authority on a court in Antigua and Barbuda.
The rights of our shareholders and the fiduciary responsibilities of our directors under Antigua and Barbuda law are not as clearly
established as they would be under statutes or judicial precedents in the United States. Among other things, Antigua and Barbuda has
a less developed body of securities laws as compared to the United States, and provides significantly less protection to investors.
Further, Antigua and Barbuda’s body of securities law, and the experience of its courts in addressing corporate and securities law
issues of a type often experienced by public companies, is likely less developed than that of some of the other jurisdictions where
publicly traded Chinabased companies are incorporated, such as the Cayman Islands.
It may be difficult or impossible for you to bring an action against us or our directors or officers in Antigua and Barbuda or to enforce
or protect your rights under U.S. securities laws or otherwise. Even if you are successful in bringing an action of this kind, you may be
unable to enforce a judgment against our assets or the assets of our directors and officers under the laws of Antigua and Barbuda.
30
There is doubt as to whether Antigua and Barbuda courts would enforce judgments of United States courts obtained in actions
against us or our directors or officers that are predicated upon the civil liability provisions of the Securities Act, or in original actions
brought against us or such persons predicated upon the Securities Act. There is no treaty in effect between the United States and
Antigua and Barbuda providing for such enforcement, and there are grounds upon which Antigua and Barbuda courts may not
enforce judgments of United States courts. In addition, Antigua and Barbuda corporations may not have standing to initiate a
shareholder derivative action before the federal courts of the United States.
PRC courts may recognize and enforce foreign judgments in accordance with the PRC Civil Procedures Law based either on treaties
between the PRC and the country where the judgment is made or on reciprocity between jurisdictions. If there are no treaties or
reciprocity arrangements between the PRC and a foreign jurisdiction where a judgment is rendered, matters relating to the recognition
and enforcement of the foreign judgment in the PRC may be resolved through diplomatic channels. The PRC does not have any
treaties or other arrangements with the United States or Antigua and Barbuda that provide for the reciprocal recognition and
enforcement of foreign judgments. As a result, it is generally difficult to enforce in the PRC a judgment rendered by a U.S. or Antigua
and Barbuda court.
As a result of all of the above, as well as the fact that substantially all of our property, assets and operations are located in China and
all of our directors and officers and substantially all of their assets are located outside of the United States, you may be unable to
protect your shareholder interests through actions against us or our management, directors or major shareholders.
We may be adversely affected by the final outcome of the administrative proceedings brought by the SEC against Ernst & Young
Hua Ming LLP and other accounting firms in China.
In December 2012, the SEC initiated administrative proceedings against the China affiliates of five accounting firms, including our
independent registered public accounting firm, Ernst & Young Hua Ming LLP, alleging that they refused to produce audit work
papers and other documents related to certain Chinabased companies under investigation by the SEC for potential accounting fraud,
and thus violated U.S. securities laws and SEC rules and regulations. On January 22, 2014, an SEC administrative law judge ruled in
favor of the SEC, issuing an initial decision which censured each of the accounting firms for failure to provide their audit work papers
to the SEC and ordered a sixmonth suspension of Ernst & Young Hua Ming LLP’s and the other Chinabased affiliates of the Big
Four accounting firms’ right to practice before the SEC. On February 12, 2014, four of these Chinabased accounting firms appealed
to the SEC against this decision. In February 2015, each of the four Chinabased accounting firms agreed to a censure and to pay a
fine to the SEC to settle the dispute and avoid suspension of their ability to practice before the SEC.
The firms’ ability to continue to serve all their respective clients is not affected by the settlement. The settlement stays the current
proceeding for four years, during which time the firms are required to follow detailed procedures to seek to provide the SEC with
access to Chinese firms’ audit documents via China Securities Regulatory Commission. If a firm does not follow the procedures, the
SEC could impose penalties such as suspensions, or it could restart the administrative proceedings or commence a new, expedited
administrative proceeding against the noncompliant firm. The settlement did not require the firms to admit to any violation of law
and preserves the firms’ legal defenses in the event the administrative proceeding is restarted.
In the event that the SEC restarts the administrative proceedings, depending upon the final outcome, listed companies in the United
States with major PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which
could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act, including
possible delisting. Moreover, any negative news about the proceedings against these audit firms may cause investor uncertainty
regarding Chinabased, United Stateslisted companies and the market price of our common shares may be adversely affected.
If, as a result of this or any other action, the SEC suspends the right of Ernst & Young Hua Ming LLP to practice before the SEC, our
ability to file financial statements in compliance with SEC requirements could be impacted. If none of the Chinabased auditors are
able to continue to act as auditors for Chinese companies listed in the U.S., we may not be able to meet the reporting requirements
under the Exchange Act, which may ultimately result in our deregistration by the SEC and delisting from the NASDAQ Stock
Market, which would substantially reduce or effectively terminate the trading of our common shares in the United States. Moreover,
any negative news about the proceedings against these audit firms may erode investor confidence in Chinabased, United States listed
companies and the market price of our common shares may be adversely affected.
31
We and our investors may be adversely affected by the inability of the Public Company Accounting Oversight Board, or the
PCAOB, to carry out inspections of Ernst & Young Hua Ming LLP and other accounting firms in China.
Under the Sarbanes Oxley Act, auditors of companies whose shares are publicly traded in the United States, including our
independent registered public accounting firm, Ernst & Young Hua Ming LLP, are required to register with the PCAOB and to
undergo regular inspections by the PCAOB to assess compliance with applicable U.S. legal and accounting professional standards.
As the PCAOB is currently unable to conduct inspections in China, Ernst & Young Hua Ming LLP has not yet been inspected by the
PCAOB. PCAOB inspections of other audit firms in other jurisdictions have identified deficiencies in the audit and quality control
procedures of those firms, which may be addressed to improve future audit quality. The inability of the PCAOB to conduct
inspections of independent registered public accounting firms operating in China makes it more difficult to evaluate the effectiveness
of our auditor’s audit or quality control procedures. As a result, investors in our common shares may have less confidence in our
publicly reported financial information and procedures and the quality of our financial statements.
In addition, the PCAOB may choose to impose sanctions or take other actions against Ernst & Young Hua Ming LLP, including
suspending or revoking Ernst & Young Hua Ming LLP’s registration with the PCAOB. If Ernst & Young Hua Ming LLP and other
Chinabased auditors are unable to maintain registration with the PCAOB, we may be unable to meet the ongoing reporting
requirements under the Exchange Act, which ultimately may result in the termination of the registration of our common shares and
ordinary shares under the Exchange Act or the delisting of our common shares from NASDAQ, or both, which would substantially
reduce or effectively terminate the trading of our common shares in the United States.
ITEM 4.
INFORMATION ON THE COMPANY
A. History and Development of the Company
Our legal and commercial name is Sinovac Biotech Ltd. Our principal executive offices are located at No. 39, Shangdi Xi Road,
Haidian District, Beijing 100085, PRC. Our telephone number at this address is +861082890088. Our registered address is located
at The Colony House, 41 Nevis Street, St. John’s in Antigua and Barbuda. Our agent for service of process in the United States is Law
Debenture Corporate Services Inc., located at 400 Madison Avenue, 4th Floor, New York.
We are a holding company and conduct our business in China through our 73.09% majorityowned subsidiary Sinovac Beijing, our
wholly owned subsidiary Sinovac R&D, our 67.86% majorityowned subsidiary Sinovac Dalian, and our wholly owned subsidiaries
Sinovac Biomed and Sinovac Hong Kong. Sinovac Beijing was incorporated on April 28, 2001, Sinovac R&D was incorporated on
May 7, 2009, Sinovac Dalian was established on January 19, 2010, Sinovac Biomed was incorporated on April 16, 2015 and Sinovac
Hong Kong was incorporated on October 21, 2008.
We were incorporated in Antigua and Barbuda on March 1, 1999 as an Antiguan company with limited liability under the laws of
Antigua and Barbuda. Before we adopted our current name on October 21, 2003, we were called NetForce System Inc. and were
primarily engaged in the online gaming business. We were quoted on the OTC Bulletin Board on February 21, 2003. In September
2003, we issued ten million new shares to Lily Wang, one of our then principal shareholders to acquire a 51% equity interest in
Sinovac Beijing. Ms. Wang had contracted to purchase these shares from certain of Sinovac Beijing’s then shareholders for cash
immediately before the above 51% share transfer. However, this 51% equity interest in Sinovac Beijing was transferred to us directly
from those shareholders and was recorded under applicable PRC law transfer documents as a cash transaction. Lily Wang was
responsible for paying the cash to those shareholders. The transfer of the Sinovac Beijing equity interest to us was registered and
approved by PRC government authorities in August 2004. In September 2004, we acquired an additional 20.6% equity interest in
Sinovac Beijing for approximately $3.3 million in cash. In October 2011, we further acquired an additional 1.53% equity interest in
Sinovac Beijing by contributing the dividends declared to Sinovac Hong Kong but unpaid in amount of RMB18.6 million ($2.9
million). We currently own 73.09% of the equity interests in Sinovac Beijing.
32
In January 2004, we entered into a share purchase agreement with Heping Wang and issued him 3.5 million of our common shares
and a promissory note in the amount of $2.2 million to acquire from him a 100% equity interest in Tangshan Yian. Mr. Wang had
contracted to purchase these shares from Tangshan Yian’s then two shareholders immediately before the above 100% share transfer.
However, this 100% equity interest in Tangshan Yian was transferred to us directly from those shareholders and was recorded under
applicable PRC law transfer documents as a cash transaction. Heping Wang was responsible for paying the cash to the two
shareholders. The transfer of the Tangshan Yian equity interest by Mr. Wang to us was registered and approved by PRC government
authorities in November 2004.
In the first quarter of 2008, we issued and sold an aggregate of 2.5 million common shares at $3.90 per share to Sansar Capital
Management. We received approximately $9.75 million in gross proceeds from this private placement of our common shares.
In October 2008, we established Sinovac Hong Kong, a wholly owned subsidiary focused primarily on registering and distributing
current and newlydeveloped vaccine products in Hong Kong and exporting our products abroad. In addition, Sinovac Hong Kong
seeks research and development collaboration opportunities with third parties in Hong Kong.
In May 2009, Sinovac R&D was incorporated with a registered capital of $5 million. In 2016, our Board of Directors approved an
additional capital contribution of $4.6 million by us. To date, we have invested RMB10 million (or $1.44 million) with the
remaining part to be provided in due course.
In November 2009, we entered into an agreement with Dalian Jin Gang Group to establish Sinovac Dalian. In January 2010, we
established Sinovac Dalian which focuses on the research, development, manufacturing and commercialization of live attenuated
vaccines, such as varicella and mumps vaccines for human use. Pursuant to the joint venture agreement, we made an initial cash
contribution of RMB60.0 million ($9.3 million) in exchange for a 30% equity interest in Sinovac Dalian and Dalian Jin Gang Group
made an asset contribution of RMB140.0 million ($21.6 million), including manufacturing facilities, production lines and land use
rights, in exchange for the remaining 70% interest in Sinovac Dalian.
In December 2010, we purchased an additional 25% equity interest in Sinovac Dalian from Dalian Jin Gang Group for consideration
of RMB50.0 million ($7.7 million). In 2014, the board of directors passed a resolution to increase our capital contribution to Sinovac
Dalian in the amount of RMB80.0 million ($12.8 million), which will increase Sinovac’s equity ownership from 55% to 67.86%.
RMB50.0 million ($7.7 million) was initially provided through foreign debt with the expectation of a debt to equity swap of the total
amount after the remaining RMB30.0 million ($4.6 million) is provided to Sinovac Dalian. In 2016, an additional RMB30 million
was made to Sinovac Dalian through foreign debt and subsequently the debt to equity swap for a total of RMB80 million was
completed. In October 2016, our equity ownership in Sinovac Dalian increased to 67.86%.
In February 2010, we closed a public offering of our common shares. We issued and sold 11.5 million common shares at $5.75 per
share. We received net proceeds of approximately $61.8 million, after deducting underwriting discounts and commissions and
offering expenses payable by us.
In 2013, we increased the capital investment to Tangshan Yian with the total amount of $4 million, which we lent to Tangshan in
2010. In the same year, we lent Tangshan Yian $1 million to be used for sales and marketing spending and other corporate purposes
operational activities. In December 2015, Sinovac entered into an equity interest transfer agreement with Beijing Kuai Le Xing
Biotech Co., Ltd. to transfer Sinovac’s 100% equity interest in Tangshan Yian Biological Engineering Co., Ltd. to Beijing Kuai Le
Xing Biotech Co., Ltd. for consideration of RMB13.0 million ($1.9 million). As of the date of this annual report, we have received
RMB11.0 million ($1.7 million) and will receive the remaining RMB2.0 million ($0.3 million) within two years of the contract
signing date. The disposal of Tangshan Yian was completed in February 2016. As a result, Tangshan Yian’s operating results and cash
flows are presented as discontinued operations in Sinovac’s financial results, and Tangshan Yian’s assets and liabilities are presented
as held for sale in Sinovac’s financial results.
33
In April 2015, Sinovac established Sinovac Biomed Co., Ltd., which is 100% owned by Sinovac Biotech (Hong Kong) Ltd. Sinovac
Biomed Co., Ltd. focuses on the distribution of vaccine products as well as providing consulting services in the vaccination industry.
The Amalgamation Agreement with Parent and Amalgamation Sub, a wholly owned subsidiary of Parent. Pursuant to the
Amalgamation Agreement, Parent will acquire Sinovac Biotech Ltd. for cash consideration equal to $7.00 per common share. Subject
to the terms and conditions of the Amalgamation Agreement, at the effective time of the Amalgamation, Amalgamation Sub will be
amalgamated with and into Sinovac Biotech Ltd., with Sinovac Biotech Ltd. continuing as the surviving corporation and a wholly
owned subsidiary of Parent and each of our common shares issued and outstanding immediately prior to the effective time of the
Amalgamation will be cancelled in consideration for the right to receive $7.00 per common share in cash, without interest and net of
any applicable withholding taxes, except for (i) 6,049,500 common shares held by Mr. Yin and 10,780,820 common shares held by
SAIF, (ii) common shares held by Parent, Parent’s affiliates, or Sinovac Biotech Ltd. or any of its subsidiaries, which common shares,
in each case, will be canceled without payment of any consideration or distribution therefor and (iii) common shares owned by
holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Amalgamation in accordance
with the provisions of Section 191 of the International Business Corporations Act, CAP. 222 of the Revised Laws of Antigua and
Barbuda (as consolidated and revised), or the IBCA, which common shares will be cancelled at the effective time of the
Amalgamation for the right to receive the fair value of such common shares determined in accordance with the provisions of Section
191(4) or Section 195(2) of the IBCA, as applicable. Immediately following the Amalgamation, Parent will be beneficially owned by
the Buyer Consortium.
Our board of directors, acting upon the unanimous recommendation of the Special Committee, unanimously approved the
Amalgamation Agreement and the transactions contemplated by the Amalgamation Agreement, including the Amalgamation, and
resolved to recommend that our shareholders authorize and approve the Amalgamation Agreement and the transactions contemplated
by the Amalgamation Agreement, including the Amalgamation.
The Amalgamation is subject to customary closing conditions, including approval by an affirmative vote of holders of our common
shares representing at least twothirds of the shares present and voting in person or by proxy as a single class at a meeting of our
shareholders, which will be convened to consider the authorization and approval of the Amalgamation Agreement and the
transactions contemplated by the Amalgamation Agreement, including the Amalgamation, and the other closing conditions specified
in the Amalgamation Agreement. If completed, the Amalgamation will result in Sinovac Biotech Ltd. becoming a privatelyheld
company and our common shares will no longer be listed on NASDAQ.
In March 2016, we adopted the Rights Plan. Pursuant to the Rights Plan, subject to limited exceptions, upon (i) a person or group
obtaining ownership of 15% or more of our common shares or (ii) the commencement or announcement of an intention to make a
tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person or group of 15% or
more of our common shares, in each case, without the approval of our board of directors, each Right will entitle the holders, other than
the Acquiring Person, to buy, at an exercise price of $30.00, one onethousandth of a share of our newly created series A junior
participating preferred shares, or the Series A Preferred Shares. Holders are entitled to receive, in lieu of each one onethousandths of a
Series A Preferred Share, common shares having a market value at that time of twice the Right’s exercise price. Our board of directors
is entitled to redeem the Rights at $0.001 per Right at any time before the Rights are exercisable. We refer to the person who acquired
15% or more of the outstanding common shares of the Company as the “Acquiring Person.” In March 2017, we amended the Rights
Plan to extend its term for a 12month period. In June 2017, we amended the Rights Plan in connection with the execution of the
Amalgamation Agreement.
On June 28, 2017, we received a written proposal, or the Sinobioway Proposal, from a consortium, or the Sinobioway Consortium,
comprising (i) PKU VMing (Shanghai) Investment Holdings Co., Ltd., (ii) Shandong Sinobioway Biomedicine Co., Ltd., (iii) CICC
Qianhai Development (Shenzhen) Fund Management Co., Ltd., (iv) Beijing Sinobioway Group Co., Ltd., (v) CITIC M&A Fund
Management Co., Ltd., (vi) Heng Feng Investments (International) Limited and (vii) Fuerde Global Investment Limited, pursuant to
which the Sinobioway Consortium proposed to acquire the Company in a transaction, or the Sinobioway Transaction, for cash
consideration equal to $8.00 per common share. During the course of the following three months, the Special Committee and its
advisors sought to clarify the terms of the Sinobioway Proposal, including the financing of the Sinobioway Transaction, and the
likelihood of consummating the Sinobioway Transaction, with the Sinobioway Consortium and its advisors. In late October 2017,
the Special Committee determined, after consultation with its advisors, that negotiations with respect to the Sinobioway Proposal
were not permitted under the Amalgamation Agreement, based on the information provided by the Sinobioway Consortium prior to
such determination.
For additional information regarding our principal capital expenditures, see “— D. Property, Plants and Equipment.”
Investor inquiries should be directed to us at the address and telephone number of our principal executive offices set forth above. Our
website is http://www.sinovac.com. The information contained on our website does not form part of this annual report.
B. Business Overview
We are a fully integrated Chinabased biopharmaceutical company that focuses on the research, development, manufacturing and
commercialization of vaccines that protect against human infectious diseases including hepatitis A, hepatitis B, hand foot and mouth
disease caused by enterovirus 71, seasonal influenza, H5N1 and H1N1 pandemic influenza and mumps. In 2002, we launched our
first product, Healive, which was the first inactivated hepatitis A vaccine developed, produced and marketed by a Chinabased
manufacturer. In 2005, we received regulatory approvals for the production of Bilive in China, a combined hepatitis A and B vaccine,
and Anflu, a split viron influenza vaccine. In April 2008, we received regulatory approval for the production in China of our whole
viron H5N1 pandemic influenza (avian flu) vaccine, which is the only vaccine approved for sale to the Chinese national vaccine
stockpiling program.
In September 2009, we were granted a production license for Panflu.1, which was the first approved vaccine in the world against the
influenza A H1N1 virus (swine flu). In December 2011, Sinovac Dalian obtained the production license from the CFDA for its
mumps vaccine product and launched the mumps vaccine in late 2012. In December 2015, CFDA issued the new drug certificate and
production license for Inlive, our EV71 vaccine, and in January 2016, CFDA issued the GMP certificate. Our pipeline consists of
various vaccine candidates in the preclinical and clinical development phases in China. We obtained the approvals to conduct
clinical trials of pneumococcal polysaccharide vaccine, pneumococcal conjugate vaccine, rubella vaccine, varicella vaccine, sIPV,
and quadrivalent influenza vaccine in May 2014, January 2015, December 2014, October 2015, November 2015, and in November
2016, respectively.
34
Our Products
We specialize in the sales, marketing, manufacturing, and development of vaccines for infectious diseases with significant unmet
medical need. Set forth below is a chart that outlines our current marketed products and those that we have developed or are
developing.
Pre
clinical
File
IND
Obtain Clinical
Approval from
CFDA
Phase I
Phase II
Phase III
On sale
(1)
(2)
(3)
Product
Indication
Healive
Hepatitis A
Bilive
Anflu
Hepatitis A&B
Influenza
Panflu Whole
Viron Pandemic
Influenza Vaccine
Pandemic
Influenza Virus
Split Viron
Pandemic
Influenza Vaccine
Pandemic
Influenza Virus
Panflu.1
Influenza A H1N1
virus
Mumps Vaccine
Mumps
EV71 Vaccine
EV71 Virus
Pneumococcal
Pneumococcus
Polysaccharide
Vaccine
Varicella Vaccine
Varicellazoster
virus (Herpes
virus 3, Human)
Sabin Inactivated
Polio Vaccine
Polio
Pneumococcal
Conjugate
Vaccine
Pneumococcus
Rubella Vaccine
Rubella
Quadrivalent
influenza vaccine
influenza vaccine
(1) Our Panflu whole viron pandemic influenza vaccine did not undergo phase III clinical trials because none were required by the
relevant authorities in order to receive regulatory approval.
(2) Our Panflu split viron pandemic influenza Vaccine did not undergo phase III clinical trials because none were required by the
relevant authorities in order to receive regulatory approval.
(3) Our mumps vaccine did not undergo clinical trials because none were required by the relevant authorities.
35
Healive. In May 2002, we obtained final PRC regulatory approval for the production of Healive, the first inactivated
hepatitis A vaccine developed in China. The hepatitis A virus, which is endemic in China and other developing countries,
primarily impacts the liver by causing it to swell and preventing it from functioning properly. The disease is highly
contagious and can be spread by close personal contact, by consuming contaminated food or by drinking water that has been
contaminated by hepatitis A. According to the WHO, as no specific treatment exists for hepatitis A, prevention is the most
effective approach against the disease. In February 2008, the PRC government included hepatitis A vaccine into its national
immunization program, and announced plans to expand vaccination to newborns nationwide by the end of 2010. According
to the NIFDC lot release records, 20.8 million doses of inactivated hepatitis A vaccines were approved and released in China
for the year ended December 31, 2016. Administered intramuscularly, Healive is available in different doses for use by both
adults (1.0 ml per dose) and children (0.5 ml per dose). Our production line to manufacture our hepatitis vaccines, Healive
and Bilive, interchangeably has an aggregate combined production capacity of approximately 10 million doses annually. In
2016, 2015 and 2014, we sold approximately 3.5 million, 4.1 million and 3.9 million doses of Healive, which generated
approximately $20.0 million, $26.8 million and $26.5 million in revenues, respectively. Since we launched Healive in 2002,
we have sold a total of approximately 53.1 million doses as of December 31, 2016. We are selling Healive in Asia and Latin
America.
Bilive. In June 2005, we obtained final PRC regulatory approval for the production of Bilive, the first combined inactivated
hepatitis A and B vaccine developed and marketed in China. Bilive is a combination vaccine formulated with purified
inactivated hepatitis A virus antigen, which we manufacture, and recombinant (yeast) hepatitis B surface antigen, which we
source from a thirdparty supplier. Recipients under China’s vaccination program must privately pay for Bilive vaccinations.
Bilive is designed for boost immunization or for users in the privatepay market who prefer the convenience of one
inoculation rather than two. Similar to hepatitis A, hepatitis B is endemic in China, a major disease worldwide and a serious
global public health issue. A substantial percentage of people infected with the hepatitis B virus carry chronic or lifelong
infections. The chronically infected are at a high risk of death from cirrhosis of the liver or liver cancer. We are the only
supplier in China that produces a combined inactivated hepatitis A and B vaccine, and our market share in China, according
to the NIFDC lot release records, was 100% in 2016. Bilive is available in different doses for use in both adults and children.
The 1.0 ml dose is for nonimmune adults and adolescents 16 years of age and older. The 0.5 ml dose is for pediatric use in
nonimmune infants, children and adolescents from one year up to and including 15 years of age. The standard Bilive
vaccination schedule consists of three doses. The second dose is administered one month after the first dose and the third
dose is administered six months after the first dose. Booster vaccinations are recommended five years after the initial
immunization. Our production line to manufacture our hepatitis vaccines, Healive and Bilive, interchangeably has an
aggregate combined production capacity of approximately 10 million doses annually. In 2016, 2015 and 2014, Bilive
generated approximately $0.6 million, $22.6 million and $21.9 million in revenues, respectively.
Anflu. In October 2005, we received final approval from the CFDA to produce our Anflu vaccine against influenza. We
began marketing Anflu in September 2006. The primary influenza vaccine used worldwide is the split viron vaccine, which
contains virus particles disrupted by detergent treatment. The market penetration of the seasonal flu vaccine in China is
significantly below that in the developed markets. We are the first Influenza Vaccine Supply, or IVS, taskforce member from
a developing country that collaborates with worldclass partners in influenza vaccine research. Our Anflu vaccine is an
inactivated split viron influenza vaccine formulated from three split inactivated viron solutions. Anflu is produced with the
virus strains recommended by the WHO each year and, we believe, is the only flu vaccine, among all produced by other
domestic manufacturers that does not contain preservatives. According to the NIFDC lot release records, 22.3 million doses
of influenza vaccines were approved and released in China for the year ended December 31, 2016. Our production line to
manufacture our flu vaccines, Anflu, Panflu and Panflu.1, interchangeably has an annual production capacity of
approximately 8 million doses of Anflu. We sold 2.0 million, 3.2 million and 3.4 million doses of Anflu in 2016, 2015 and
2014, which generated approximately $9.8 million $12.7 million and $12.1 million in revenues, respectively. Our Anflu
products are sold to Asia and Latin America.
36
Panflu. In April 2008, we were granted a production license for Panflu by the CFDA. Panflu is the first and only approved
vaccine available in China against the H5N1 influenza virus. The vaccine is approved for supply within China to the
Chinese national vaccine stockpiling program and may not be sold directly to the Chinese commercial market. Panflu is also
registered for sale in Hong Kong. Our production line to manufacture our flu vaccines, Anflu, Panflu and Panflu.1,
interchangeably has an annual production capacity of approximately 20 million doses of Panflu or 20 million doses of
Panflu.1 given the yield of virus strain received from the WHO. We produced Panflu for government reservation since 2008,
and we started recognizing revenue in 2010. Our revenue from the sale of Panflu amounted to $6.4 million, $3.9 million and
$0.2 million in 2016, 2015, and 2014, respectively.
Panflu.1. In September 2009, we were granted a production license for Panflu.1 by the CFDA. Panflu.1 is the first approved
vaccine in the world against the influenza A H1N1 virus. The outbreaks of influenza A H1N1 was caused by a new virus
that had not been seen previously in either human beings or animals. According to the NIFDC lot release records, we ranked
number two in market share in China in 2009 and number three in 2010. Our production line to manufacture our flu
vaccines, Anflu, Panflu and Panflu.1, interchangeably has an annual production capacity of approximately 20 million doses
of Panflu or 20 million doses of Panflu.1. We started to sell Panflu.1 in September 2009. Our revenue from Panflu.1 amounted
to approximately $14 million in 2011, and Panflu.1 is not likely to generate revenues in the foreseeable future. Panflu.1 is
also registered for sale in Mexico.
Mumps vaccine. Mumps is a viral disease of the human species caused by mumps virus, which poses a significant threat to
human health in the developing countries. According to the NIFDC release records, approximately 528,000 doses of mumps
vaccines were approved and released for the year ended December 31, 2016. In September 2012, we were granted a
production license for mumps vaccine. We began to sell mumps vaccine in December of 2012 and no revenues were
recognized in 2012. Mumps vaccine generated approximately $0.5 million, $1.5 million and $2.2 million in revenues in
2016, 2015 and 2014, respectively.
Split viron pandemic influenza vaccine. Our split viron pandemic influenza vaccine has been developed in conjunction with
our whole viron pandemic influenza vaccine. Split viron vaccines are considered to have a better safety profile than whole
viron vaccines, both of which are for the governmental stockpiling program. This product has been developed to address the
needs of young children, who may be more susceptible to adverse reactions to whole viron pandemic influenza vaccine than
to a split viron vaccine. In November 2011, we were granted the production license of split viron pandemic influenza
vaccine that is to be used among the teenagers aged from 12 to 17.
Inlive. EV71 causes HFMD among children under ten years old. HFMD is a common and usually mild childhood disease;
however, HFMD caused by EV71 has shown a higher incidence of neurologic involvement, and a higher acute fatal
incidence. There have been a number of outbreaks of HFMD caused by EV71 in the AsiaPacific region since 1997
including in China, Malaysia, Singapore, Australia, Vietnam and Taiwan. According to the National Health and Family
Planning Commission of China, from 2008 to 2016, more than 16.4 million cases of HFMD were reported, resulting in
around 3,550 reported fatalities in China. According to the guidelines for use of inactivated enterovirus type 71 vaccine,
EV71 infection caused majority of severe cases and fatalities from 2008 to 2015. There is no identified treatment for
enterovirus infections. We started our research and development of the EV71 vaccine in 2008. In December 2009, the CFDA
accepted our application to commence human clinical trials and on December 23, 2010, we obtained approval from the
CFDA to commence clinical trials. In 2013, we completed all three phases of clinical trials, which showed our EV71 vaccine
candidate had a good safety and immunogenicity profile, and had an efficacy rate of 94.6% against HFMD among infants
and young children. In February 2014, the phase III clinical trial results of our EV71 vaccine were published online on
NEJM, which showed the efficacy of the vaccine against HFMD, or herpangina, was 94.8% among infants and young
children. On December 30, 2015, the CFDA issued the new drug certificate and production license for our EV71 vaccine. On
January 25, 2016, the CFDA issued the GMP certificate for Inlive. We have eight granted patents relating to the EV71
vaccine in China. Inlive primarily targets children from six months old to three years old, with each child requiring a total of
two doses one month apart from another. Inlive generated $35.1 million revenue in 2016.
37
Our pipeline consists of vaccine candidates in the clinical and preclinical development phases in China, as follows:
Pneumococcal polysaccharide vaccine. Pneumococcal polysaccharide vaccine, or PPV, is a vaccine used to prevent
streptococcus pneumoniae (pneumococcus) infections, such as pneumonia and septicemia among adults aged 65 or older,
adults with serious longterm health problems, smokers, and children older than two years with serious longterm health
problems. We filed an application for clinical trials to the CFDA in February 2011 and obtained the approval to commence
clinical trials in May 2014. The phase III clinical trial has been completed and we filed an application for a production
license in June 2017.
Pneumococcal conjugate vaccine. Pneumococcal infection is a leading cause of serious illness in children and adults
throughout the world. The disease is caused by a common bacterium, the pneumococcus, which can attack different parts of
the human body. According to the WHO, pneumococcal disease is the leading vaccinepreventable killer of children under
five years old in the world. At least one million children die of pneumococcal disease every year, most of whom are young
children in developing countries. Since the U.S. commenced vaccination programs against this disease, the pneumococcal
disease incidence has decreased by 94% in the U.S. Currently, in China, there is only one imported vaccine product against
this diseases. No domestic producer has been licensed to supply this vaccine. Our pneumococcal conjugate vaccine will
primarily target children two years old or under, who number approximately 32 million in China. We obtained the clinical
trials license in January 2015.
Rubella vaccine. Rubella is a disease caused by the rubella virus and an acute infection is usually associated with the
symptoms of fever and systemic rash. The clinical trial license was granted in December 2014. Development of this vaccine
candidate depends on the progress of developing a measles, mumps and rubella vaccine, or MMR vaccine.
Varicella vaccine. Varicella is a highly contagious infectious disease caused by the varicellazoster virus (herpesvirus 3,
Human). It usually affects children, is spread by direct contact or respiratory route via droplet nuclei and is characterized by
the appearance on the skin and mucous membranes of successive crops of lesions that are easily broken and become scabbed.
Varicella is relatively benign in children, but may be complicated by pneumonia and encephalitis in adults. According to the
NIFDC lot release records, 13.4 million doses of varicella vaccines were approved and released in China for the year ended
December 31, 2016. We had completed the preclinical studies of a human vaccine against varicella. The clinical trial
application was filed with CFDA in January 2013. We obtained the clinical trial license in October 2015. A phase I clinical
trial was conducted and completed in 2016 and a phase III trial was completed in 2017. The production license application
is expected to be filed before the end of 2017.
Sabin Inactivated Polio Vaccine. Poliomyelitis (polio) is a highly infectious viral disease, which mainly affects young
children. The virus is transmitted by persontoperson spread mainly through the fecaloral route or, less frequently, by a
common vehicle (e.g., contaminated water or food) and multiplies in the intestine, from where it can invade the nervous
system and can cause paralysis. One in 200 infections leads to irreversible paralysis (usually in the legs). Among those
paralyzed, 510% die when their breathing muscles become immobilized. In developing countries around the globe
including China, oral polio vaccine, or OPV, is widely utilized to eradicate polio. Although OPV is considered safe and
effective, in rare instances, the live attenuated vaccine virus in OPV can cause paralysis, resulting in cases of vaccine
associated paralytic polio (VAPP) or circulating vaccinederived poliovirus (cVDPVs). Therefore, to eliminate the risk of
such cases, OPV will be phased out from routine immunization programs around the world. According to the Polio
Eradication & Endgame Strategic Plan 20132018 by WHO, governments should complete, inactivated polio vaccine, or
IPV, introduction and OPV withdrawal by 2016, and include IPV and OPV in routine immunization by 2018. OPV will be
phased out from routine immunization programs around the world by 2020. Sabin IPV is safer to manufacturers and
potentially more affordable as compared to the currently available Salk IPV. The global demand for IPV is increasing as the
Global Polio Eradication Initiative has called for IPV to be introduced globally. On April 3, 2014, we entered into a non
exclusive license agreement with The Institute for Translational Vaccinology, or INTRAVACC, a governmental institute
working under the Dutch Ministry of Public Health, Welfare and Sports, to develop and commercialize sIPV for distribution
in China and other countries. In collaboration with INTRAVACC, we have completed the preclinical study and submitted
the application for clinical trials to CFDA in October 2014. In November 2015, we obtained a clinical trial license. Phase I/II
clinical trials were completed in 2017, followed by the commencement of a phase III trial, which is expected to be completed
in 2018.
38
Quadrivalent influenza vaccine (the “QIV”) Different from the trivalent influenza vaccine, which includes an influenza A
H1N1 virus, an influenza A H3N2 virus and one B virus, the quadrivalent flu vaccine is designed to protect against four
different flu viruses; two influenza A viruses and two influenza B viruses, because two very different lineages of B viruses
circulate during most seasons. Adding another B virus to the vaccine aims to give broader protection against circulating flu
viruses. We initiated the development of a QIV in May 2013. Following the completion of preclinical studies, we applied for
the clinical license from the CFDA. The approval to conduct human clinical trial was issued by CFDA in November 2016
and the trial is expected to be initiated in the fourth quarter of 2017.
Research and Development
We have established a leadership position in the research and development of vaccines in China. Since our inception, we have
successfully developed and marketed Healive, Bilive, Anflu, Panflu, Panflu.1, mumps vaccine, Inlive and have made significant
advances in the prevention of SARS. Please see “— Our Products”. We believe our R&D capabilities provide us with a key
competitive advantage. We intend to focus our research and development efforts on developing vaccines for infectious diseases with
significant unmet medical needs, as well as the vaccine products with extensive market demand in China and other developing
countries.
In 2008, we restructured our R&D team in Beijing to better utilize our scientific and personnel resources. In 2009, we built an R&D
center of approximately 13,300 square feet in the campus of our Beijing headquarters to meet our R&D demand. In 2011, we built a
lab of 6,778 square feet, which is focused on maintaining quality control of our pipeline products.
In order to achieve our R&D goal, part of our R&D strategy is to focus on inhouse development and to establish collaborations with
domestic and international partners on technology and virus strains licensing. We have entered into collaborations with a group of
leading universities, colleges and research institutes that have strong vaccine research capabilities and proven track records in China.
In most cases, we will own the commercial rights to the products that result from our existing R&D strategic collaborations.
The investment in R&D is one of our strategies, which, we believe, will ensure our future growth. Our research and development
expenses were $12.6 million, $9.5 million and $10.9 million in 2016, 2015 and 2014, respectively. We have obtained financial
support from the PRC government to conduct preclinical and clinical research of vaccines for governmentsponsored programs.
Sales and Marketing
Our sales strategy is to maintain our market share and competitive advantage in the private vaccine sales market in China while
building on this strength to expand market share in the governmentpaid market.
Although the overall vaccine market environment was challenging in 2016, total sales of our regular products increased by 3.9% year
over year.
39
We primarily rely on our own sales force to sell our products directly to CDCs in the private market. As of December 31, 2016, our in
house sales and marketing team consisted of 235 staff members located in 31 provinces and four municipal cities throughout China.
We enter into sales agreements with CDCs each time a CDC places a purchase order. Pursuant to the sales agreements, CDCs agree
not to resell our products to regions outside the territory the pertinent CDC covers administratively. Our sales team maintains stable
relationships with our customers by providing them with technical supports and trainings. We believe these efforts have contributed
to our reputation for quality and brand awareness in the Chinese vaccine market.
We intend to establish our presence, increase our sales to international markets and enhance awareness of our products outside of
China. Our products are registered in several Asian countries as well as Latin American countries. As of December 31, 2016, we had
already exported some of our products to 11 countries. In order to speed up the globalization progress, as well as strengthening our
reputation for quality, we are currently working on the WHO prequalification (or WHO PQ) on our hepatitis A vaccine. We expect to
obtain WHO PQ by the end of 2017 or in early 2018. We will explore the globalization of our portfolio and develop products
targeting other potential international markets where we believe we can be successful.
Seasonality
Our business is highly seasonal. For example, the influenza season generally runs from November through March of the next year, and
the largest percentage of influenza vaccinations is administered between September and November of each year. As a result, we
expect to realize most of our annual revenues from Anflu during this period. You should expect this seasonality in our business to
contribute to significant quarterly fluctuations in our operating results. In the first quarter, our strong winterseason sales are usually
offset by the slowdown of business during the Chinese New Year holiday season that effectively lasts more than half a month.
During this holiday season, many businesses in China, including CDCs and most departments in hospitals, are either closed or
substantially reduce the level of their activities. Please see “Item 3. Key Information — D. Risk Factors — Risks Related to Our
Company — Our business is highly seasonal. This seasonality will contribute to our operating results fluctuating considerably
throughout the year.”
Suppliers
We obtain the raw materials from local and overseas suppliers. We generally maintain at least two suppliers for each key raw material,
with the exception of hepatitis B antigens we use for Bilive production. We source hepatitis B antigens entirely from Beijing Temple
of Heaven. Please see “Item 3. Key Information — D. Risk Factors — Risks Related to Our Company — If any of our thirdparty
suppliers or manufacturers cannot adequately meet our needs, our business could be harmed.” Raw materials generally are in good
supply and the prices we pay for them have remained stable. We target to maintain our gross margin in the event of rising raw
materials costs by improving our production processes and technical methods.
Manufacturing, Safety and Quality Assurance
We have three manufacturing bases located in the Haidian and Changping Districts of Beijing and Dalian City of Liaoning province.
We have two upstream production facilities in Haidian District, Beijing for commercialized products. Our Healive and Bilive share
the same production line, which has an aggregate annual capacity of 10 million doses. Our Anflu production line has an annual
capacity of 8 million doses, which can also be used to produce 20 million doses of Panflu or Panflu.1 annually.
Our Healive, Bilive and Anflu production facilities received their GMP certificates initially in March 2002, June 2005 and October
2005, respectively, and renewed their GMP certificates for another five years in 2008, 2010 and 2010, respectively. The upstream
production plants for our hepatitis vaccines and flu vaccines in Haidian District have passed the new GMP certification and obtained
the new GMP certificate on April 17, 2013. Our upstream production line for Pneumococcal polysaccharide vaccine, with annual
production capacity of 5 million doses, was built in Haidian site in 2014.
We have built a new production site in Changping District, Beijing, which consists of a new filling and packaging line that complies
with the new PRC GMP standards, EV71 production facilities and a warehouse. The EV71 vaccine production line has a designed
annual capacity of 20 million doses and was granted the GMP certificate in January 2016. Our upstream production facilities of Sabin
IPV were built in Changping in 2017 with expected annual production capacity of 20 million doses.
40
Our production site in Sinovac Dalian focuses on the research, development, manufacturing and commercialization of liveattenuated
vaccines, such as varicella, mumps and combination vaccines containing measles, mumps, rubella, and/or varicella. Sinovac Dalian
has received its GMP certificate (2010 version) from the CFDA for its mumps vaccine in September 2012 and launched mumps
vaccine, its first commercial product in late 2012. The construction of a production line for the varicella vaccine is under
construction.
Each of our subsidiaries has its own quality assurance departments. The quality assurance department of each subsidiary plays a role
to supervise the R&D, manufacturing, procurement, quality control, sales and marketing, logistics and plant construction of its own
subsidiary under the guidance of relating regulations and guidelines. Regular training or seminars are organized among quality
assurance departments of each subsidiary to share and exchange knowledge and experiences.
Sinovac has built a pharmacovigilance system. Pharmacovigilance system includes organization structure, documentation, working
procedures and SOPs. The organization structure indicates staff and relevant responsibilities. According to requirements of
authorities, we report the severe Adverse Event Following Immunization, or AEFI, in time and regularly. We summarize and analyze
safety information coming from postmarketing surveillance, phase IV clinical trials, safety studies and literatures, and to submit the
PSUR (Periodic Safety Update Reports) to authorities regularly. Meanwhile, We are also required to assist authorities to investigate
on the AEFIs and provide information as required.
Collaborations
In September 2015, Sinovac Dalian entered into a technology transfer and supply agreement with GSK, to use GSK’s measles seeds
to develop combination vaccines containing measles for the China market. Under this agreement, GSK agreed to transfer its measles
seeds, and provide reasonable assistance and relevant technical materials to Sinovac Dalian for developing and producing
combination vaccines containing measles. The Company made a payment of $84,000 for purchasing measles seeds from GSK for the
year ended December 31, 2016.
On April 3, 2014, we entered into a nonexclusive license agreement with INTRAVACC, a governmental institute working under the
Dutch Ministry of Public Health, Welfare and Sports, to develop and commercialize sIPV for distribution in China and other
countries. We expect to develop and commercialize the vaccine in China, as well as seeking regulatory approval in other countries.
The agreement has a term of 50 years. Please see “— Our Products”.
We agreed to pay INTRAVACC license fee of up to $2,406 million (€1.5 million) net of PRC withholding tax, including an entrance
fee and milestone payments upon achieving specific milestones. We also agreed to pay royalty payments in a single digit percentage
of net sales generated worldwide from the product or products developed under the license agreement. We recorded an entrance fee of
$0.7 million (€0.5 million) excluding PRC withholding tax for the year ended December 31, 2014 as research and development
expense. We also recorded $0.1 million (€0.1 million) for payment made to INTRAVACC for use of sIPV viral seeds in research and
development expense for the year ended December 31, 2014. There was no expense incurred or paid to INTRAVACC for the year
ended December 31, 2015. We recorded a milestone fee of $0.6 million (€0.5 million) for the year ended December 31, 2016 as
research and development expense.
We licensed from MedImmune, LLC, or MedImmune, certain rights to use patented reverse genetics technology pertaining to a virus
strain used for the production of Panflu (H5N1). We have agreed to pay an upfront license fee and to pay milestone payments of up to
an aggregate of $9.9 million upon the achievement of certain amount of cumulative net sales of licensed products in China (including
Hong Kong and Macau), as well as royalty payments in single digits of net sales of the licensed products in China (including Hong
Kong and Macau). On August 15, 2012, we entered into amendment agreements with MedImmune in respect of four of our patent
license agreements with MedImmune to, among other things, extend the effectiveness of each agreement to reflect revised termination
dates between December 2015 and May 2021. We accrued license fee and royalties of $3.4 million at the end of 2011 which were
paid in 2012. We did not make any royalty payment in 2013 but made a $1.0 million royalty payment in May 2014. No royalties
were incurred or paid for the year ended December 31, 2015, and we accrued a royalty payment of $8,000 as of December 31, 2016.
41
In March 2009, we entered into a technology transfer agreement with Tianjin CanSino Biotechnology Inc. or Tianjin CanSino, a third
party company, to develop a 7valent pneumococcal conjugate vaccine. According to the agreement, Tianjin CanSino will transfer
the technology of a pneumococcal vaccine to us. The collaboration term under the technology transfer agreement is from the signing
date to eight years after the first sales of the vaccine developed under the technology transfer agreement in the Chinese market. Under
this agreement, we agreed to make milestone payments of up to $3 million and royalty payments ranging from 6% to 10% for the net
sales in the Chinese market.
Each of the future milestone payments is subject to certain conditions, including the PRC government approvals at different stages,
which are uncertain. We also agreed to make royalty payments for eight years after the first sales of the vaccine developed under the
technology transfer agreement in the Chinese market. The sales of the pneumococcal vaccine in the Chinese market are also subject to
PRC government approval. Both parties agreed to work together to develop international markets for the products. On November 9,
2009 and December 14, 2011, we entered into two amendments to the technology transfer of another six serotypes and related
technology to us for $0.3 million to develop a 13valent pneumococcal conjugate vaccine. On January 29, 2015, we entered into the
third amendment to the technology transfer agreement dated March 12, 2009 and the first two amendment agreements dated
November 17, 2009 and December 24, 2011.
By entering into this third amendment, the technology agreement was revised to be a licensing agreement. The remaining milestone
payments under the agreements were reduced. Both Sinovac and Tianjin CanSino are free to develop PCV vaccines or to collaborate
with one other company for the same purpose. As of December 31, 2016, we made total milestone payments of $1.8 million ($1.0
million under the March 2009 agreement, $0.2 million under the November 2009 and December 2011 amendments, and $0.6 million
under the January 2015 amendments).
On August 18, 2009, we entered into a patent license agreement with the National Institutes of Health, or NIH, an agency of the
United States Public Health Services within the Department of Health and Human Services. NIH has granted us a nonexclusive
license to make and use certain of its products. NIH has also granted us the right to use certain associated information for
development of its licensed products. The collaboration term under the patent license agreement is from August 18, 2009 to the later
of (a) the expiration of all royalty obligations under the licensed rights where such rights exist and (b) eight years after the first
commercial sale by us, unless the agreement is terminated earlier per the provisions included therein. We agreed to pay NIH a license
issue royalty of $0.1 million upon execution of the agreement and a nonrefundable minimum annual royalty of $8,000, and royalty
payments on net sales ranging from 1.5% to 4.0% depending on the sales territory and the customers. We also agreed to pay NIH
benchmark royalties of $0.3 million upon achieving each benchmark as specified in the patent license agreement, including
completion of clinical trials, regulatory approval for marketing, and achievement of commercial sales.
In December 2004, we signed a pandemic influenza vaccine codevelopment agreement with China CDC to jointly develop a
pandemic influenza vaccine. Pursuant to this codevelopment agreement, we agreed, among other things, to conduct pandemic
influenza vaccine R&D based on our established vaccine R&D technical platform and to apply for the new drug certificate,
production license and patents for the pandemic influenza vaccine. China CDC agreed, among other things, to strategize
development of the pandemic influenza vaccine, provide us with scientific guidance to vaccine technicalities and conduct certain
pandemic related research and vaccine developmentrelated analysis and testing. Both parties agreed to be responsible for certain
specified expenditures associated with the vaccine development and to jointly apply for government R&D funds. However, the co
development agreement expressly provides that we will be the applicant for and owner of the future new drug certificate, production
license and any patent or knowhow in connection with the pandemic influenza vaccine. In return, we have agreed to fund and
support China CDC’s influenzarelated investigation and other pandemic control efforts after we gain profits from the sale of
pandemic influenza vaccines. The regulatory approval for production of our whole viron pandemic influenza vaccine was obtained in
April 2008.
Competition
The pharmaceutical, biopharmaceutical and biotechnology industries both within China and globally are intensely competitive and
are characterized by rapid and significant technological progress, and our operating environment is increasingly competitive. In 2010,
the CFDA increased the quality standard of some vaccine products by issuing a new version of Pharmacopeia. As a result, some
vaccine products manufactured by multinational companies could no longer be sold in China. According to the CFDA, there are
approximately 40 vaccine companies in China, of which we believe approximately ten are our direct competitors. In addition,
multinational companies have started to localize their vaccine production in China, which is expected to intensify competition.
42
Even with the advent of private medical and healthcare insurance programs in China and the government vaccine purchase program’s
expanded vaccine list, most Chinese citizens must pay for their own vaccines because these insurance programs do not typically
cover vaccines and the government vaccine purchase program covers only infants and young children. We believe the consumer
market is health conscious yet price sensitive and accordingly would favor our products over both cheaper but not enough high
quality vaccines provided by local manufacturers and comparable quality but more expensive vaccines manufactured by international
competitors. Our competitors, both domestic and international, include large integrated multinational pharmaceutical, domestic state
owned entities and domestic private companies that currently engage in, have engaged in or may engage in efforts related to the
discovery and development of new biopharmaceuticals and vaccines. Many of these entities have substantially greater research and
development capabilities and financial, scientific, manufacturing, marketing and sales resources than we do, as well as more
experience in research and development, clinical trials, regulatory matters, manufacturing, marketing and sales, although these
advantages are not comprehensive.
Multiple vaccine products have been approved for sale worldwide. Many of these vaccine products are marketed by our major
competitors and are in the areas of hepatitis A, hepatitis B, influenza and EV71. Specifically, with respect to the inactivated hepatitis
A vaccine, we consider Kunming Institute of Biological Product, Sanofi Pasteur and Merck Sharp & Dohme Corp. as key competitors
in the China market, and GlaxoSmithKline Biologicals and Merck Sharp & Dohme Corp. for the markets outside of China.
In China, according to the batch release number published by NIFDC, over 80% of hepatitis A vaccines released in China are live
attenuated vaccine, another type of hepatitis A vaccine compared to inactivated version, which is the biggest competitor for
inactivated hepatitis A vaccine. The live attenuated hepatitis A vaccine manufacturers include Kunming Institute of Biological
Product, Pukang Biological Co., Ltd., Changchun Institute of Biological Products and Changchun Changsheng Life Sciences Ltd.
With respect to the hepatitis A and B vaccines, we are the only company to supply hepatitis A and B vaccine in China.
With respect to the influenza vaccines, in China, we consider Hualan Biological Engineering Inc., Changchun Institute of Biological
Products, Sanofi Pasteur S.A., Changchun Changsheng Life Sciences Ltd., Aleph Biological Co., Ltd. (Dalian Yalifeng) and
multinational companies including GlaxoSmithKline Biologicals, Sanofi Pasteur S.A. as our major competitors for the market outside
of China. With respect to the EV71 vaccines, we considered Kunming Institute of Biological Product and China National Biotec
Group Co., Ltd. as our key competitors in China as well as outside of China.
We believe we enjoy a number of advantages over our PRC domestic and multinational competitors. Generally, we believe that the
principal competitive factors in the markets for our products and product candidates include:
safety and efficacy profile;
brand reputation;
product supply; and
aftersales service.
Intellectual Property and Proprietary Technology
Protection of our intellectual property and proprietary technology is important for our business. We rely primarily on a combination
of trademark, patent and trade secret protection laws in China and other jurisdictions, as well as employee and thirdparty
confidentiality agreements to safeguard our intellectual property, knowhow and our brand. Our ability to protect and use our
intellectual property rights in the development and commercialization of our technologies and products, operate without infringing
the proprietary rights of others and prevent others from infringing our proprietary rights is crucial to our continued success. We will be
able to protect our products and technologies from unauthorized use by third parties only to the extent that they are covered by valid
and enforceable patents, trademarks or copyrights, or are effectively maintained as trade secrets, knowhow or other proprietary
information.
43
We have a total of 44 issued patents and a number of pending patent applications relating to our vaccines in China. Our hepatitis A
vaccine and seasonal influenza vaccine and EV71 vaccine have five, three and eight issued patents for protection, respectively.
With respect to, among other things, proprietary knowhow that is not patentable and processes for which patents are difficult to
enforce, we rely on trade secret protection and confidentiality agreements to safeguard our interests. We believe that many elements of
our vaccine products, clinical trial data and manufacturing processes involve proprietary knowhow, technology or data that are not
covered by patents or patent applications. We have taken appropriate security measures to protect these elements. We have entered
into confidentiality agreements (which include, in the case of employees, noncompetition provisions) with many of our employees,
consultants, outside scientific collaborators, sponsored researchers and other advisors. These agreements provide that all confidential
information developed or made known to the individual during the course of the individual’s relationship with us is to be kept
confidential and not disclosed to third parties except in specific circumstances. In the case of our employees, the agreements provide
that all of the technology conceived by the individual during the course of employment is our exclusive property and require our
employees to assign to us all of their inventions, designs and technologies they develop during their terms of employment with us
and cooperate with us to secure patent protection for these inventions if we wish to pursue such protection.
We have relied on administrative protection afforded new drugs through the monitoring period provided by the CFDA in the past.
During the monitoring period, third party applications for manufacturing or importing the same drug are not accepted by the CFDA.
The administrative protection for Healive expired in December 2007 and Bilive expired in January 2008. The administrative
protection was no longer implemented in China. Instead, CFDA implements a new drug monitoring period starting from the issuance
of production license, aiming to collect safety data for further evaluation on new products of this kind commercialized in China. Our
EV71 vaccine was granted a fiveyear new drug monitoring period, during which no other company is able to be approved to enter
into a human clinical study of this kind of vaccine except the three products from Kunming, CNBG and Sinovac approved in China.
This monitoring period of our EV71 vaccine will be expired in December 2020.
We maintain 20 registered trademarks in China, including (i) Sinovac, (ii) Sinovac’s Chinese name and its logo, (iii) Healive, its
Chinese name and its logo, (iv) Bilive and its Chinese name, (v) Anflu and its Chinese name, (vi) Panflu, its Chinese name and its
logo, (vii) PANFLU.1 and its Chinese name, (viii) Chinese name of Inlive and (ix) EV71Vac and EntV71. We have registered
“Sinovac” trademark in Canada, Malaysia, Philippines and the United States. We have registered “Sinovac” as trademarks under the
“Madrid international trademark registration system,” which can be used in the member countries of Madrid Union, including France,
United Kingdom and Germany. Since the “Sinovac” trademark certificates of Columbia, India and Thailand have already expired, we
now deal with their renewal procedures.
We currently use “科兴” (Kexing) as part of Sinovac Beijing’s Chinese trade name in the PRC. We also use “科兴” (Kexing) as part of
the Chinese trade name of Sinovac Dalian in the PRC. Shenzhen Kexing currently owns the “科兴” trademark registered in China for
Class 5 (Pharmaceuticals) under the International Classification of Goods and Services. To protect our interest in using “科兴” in our
trade name, we applied to register “科兴” in China for Class 42 (Scientific & Technological Services & Research) in 2006 and the
PRC Trademark Office of the State Administration for Industry and Commerce approved our application in 2010. The “ 科 兴 ”
trademark owned by Shenzhen Kexing has not been identified as “Wellknown Trademark” by the relevant PRC authorities since we
first started using “科兴” in the trade name of Sinovac Beijing in 2001. If the “科兴” trademark owned by Shenzhen Kexing is ever
officially identified as a “WellKnown trademark,” however, we may be subject to trademark infringement claim for the use of “科兴”
in our trade name.
Although the trademark application and the trade name approval systems are administered separately in China, that we may lose our
ability to use the “科兴” trademark in our trade name due to a successful trademark infringement claim, which may adversely affect
our ability to maintain and protect our brands, cause us to incur litigation costs and divert resources and management attention. As
our brand name is becoming more recognized in the vaccine market, we are working to maintain, increase and enforce our rights in
our trademark portfolio, the protection of which is important to our reputation and branding.
44
We have registered our domain names, including www.sinovac.com.cn and www.sinovac.com, with the China Internet Network
Information Center.
Insurance
We maintain property insurance coverage with an annual aggregate insured amount of approximately RMB601.9 million ($86.7
million) to cover our property and facilities from claims arising from fire, earthquake, flood and a wide range of other natural disasters.
Our worldwide product liability insurance of Healive, Bilive, Anflu, Panflu and Inlive (excluding U.S. and Europe) from April 2016
to April 2017 is limited. In addition, we do not carry liability insurance to cover liability claims that may arise from the incidents
relating to the clinical trials of our vaccine products. Our insurance coverage may not be sufficient to cover any claim for product
liability or damage to our fixed assets.
We do not maintain any business interruption insurance. We are carrying worldwide product liability insurance for Healive, Bilive,
Anflu, Panflu and Inlive (excluding U.S. and Europe) from April 2017 to April 2018. We are negotiating with the insurance providers
for a renewal of our product liabilities insurance policies. See “Item 3. Key Information — D. Risk factors — Risks Related to Our
Company — We could be subject to costly and timeconsuming product liability actions and carry limited insurance coverage.”
Regulatory Framework of the Pharmaceutical Industry in the PRC
The testing, approval, manufacturing, labeling, advertising and marketing, postapproval safety reporting, and export of our vaccine
products or product candidates are extensively regulated by governmental authorities in the PRC and other countries.
In the PRC, the CFDA regulates and supervises biopharmaceutical products under the Pharmaceutical Administration Law, the
Implementing Regulations on Pharmaceutical Administration Law, the Administration of Registration of Pharmaceuticals Procedures,
and other relevant rules and regulations which are applicable to manufacturers in general. Every step of our biopharmaceutical
production is subject to the requirements on the manufacture and sale of pharmaceutical products as provided by these laws and
regulations, including but not limited to, the standards of clinical trial, declaration, approval and transfer of new medicine
registrations, applicable industry standards of manufacturing, distribution, packaging, advertising and pricing.
Preclinical Studies. Preclinical studies include invitro laboratory evaluation of the product candidate, as well as invivo animal
studies to assess the potential safety and efficacy of the product candidate. Preclinical studies must be conducted in compliance with
Good Laboratory Practice for Nonclinical Studies of Pharmaceuticals. With respect to vaccines, the preclinical studies should also
comply with Technical Guidance for Preclinical Studies on Preventive Vaccines. We must submit a file package for investigational
new drug application, or IND, to the provincial level CFDA. The files should include pharmaceutical research, pharmacology and
toxicology research, together with the records of manufacturing and testing and the sample of product candidate. We cannot
commence clinical trials until we obtain the approval of IND. We cannot assure that submission of an IND will result in the CFDA
allowing clinical trials to begin, After these trials commence, issues could arise that result in the suspension or termination of such
clinical trials.
Clinical trials. Clinical trials involve the administration of the product candidate to healthy volunteers or vaccinees under the
supervision of principal investigators, who are generally physicians or an independent third party not employed by us or under our
control. Clinical trials typically are conducted in three sequential phases, but the phases may overlap or be combined. In Phase I, the
initial introduction of the drug into human subjects, the drug is usually tested for safety (adverse effects), dosage tolerance, and
pharmacologic action. Phase II usually involves studies in a limited vaccinee population to evaluate preliminarily the efficacy of the
drug for specific, targeted conditions and to determine dosage tolerance and appropriate dosage and to identify possible adverse
effects and safety risks. Phase III trials generally further evaluate clinical efficacy and test further for safety within an expanded
vaccinee population. Clinical trials have to be conducted in compliance with the Good Clinical Trial Practice of Pharmaceuticals.
With respect to vaccines, we also have to comply with the CFDA’s Requirements on Application for Clinical Trial of New Preventive
Biological Products. The sample vaccine products must be tested by the NIFDC before they may be used in the clinical trials. We or
the CFDA may suspend clinical trials at any time on various grounds, including a finding that subjects are being exposed to an
unacceptable health risk.
45
After three phases of clinical trials, we apply for New Drug Application, or NDA. We submit to the provincial level CFDA the NDA
file package, which includes a clinical trial research report, pharmaceutical research data, and records of manufacturing and testing of
three batches of products, to apply for a new drug certificate and/ or production license. For vaccines, we have to comply with the
CFDA’s Guidelines for Clinical Trial Report on Vaccines.
New Drug Certificate. The provincial level CFDA will conduct a preliminary examination of our application for a new drug
certificate. Once it decides to accept our application based upon such preliminary examination, the provincial level CFDA will,
within five days, conduct an onsite examination on the circumstances of our clinical trials and pharmaceutical research, and the
Center for Food and Drug Inspection will conduct an onsite examination on the circumstances of our clinical trials. Then the
provincial level CFDA will submit its opinion, together with our application materials, to the Centers for Drug Evaluation. The
Centers for Drug Evaluation will review our application materials, and give their technical opinion to CFDA. The CFDA will decide
whether or not to issue a new drug certificate to us. We consider obtaining the new drug certificate for our product candidates a
significant milestone in our business.
Production Permit. Simultaneously with the application of new drug certificate, we also apply to the provincial level CFDA for a
production license to manufacture the new drug to be approved by the CFDA. The production license application will be examined
with similar stage procedure as for the new drug certificate, first by the provincial level CFDA followed by the Centers for Drug
Evaluation, and the CFDA the last. After the provincial level CFDA accepts the application, conducts the onsite examination and
forms its opinion, the provincial level CFDA will transfer the file to the Centers for Drug Evaluation, and the Centers for Drug
Evaluation will review the application files and give technical opinion. If the Centers for Drug Evaluation are satisfied with our
application materials, they will notify us to apply for the onsite production inspection within six months after being so notified.
The Center for Food and Drug Inspection will conduct an onsite inspection on our production procedures within 30 days after
receipt of our application and take samples from three batches of our products, and the NIFDC will test the selected samples and later
submit its testing reports to the Centers for Drug Evaluation. The Center for Food and Drug Inspection must submit the onsite
production inspection report to Center for Drug Evaluation. The Centers for Drug Evaluation will form a comprehensive opinion
based upon the technical review and evaluation opinion, the onsite production inspection report and the testing results of the
samples, and submit its opinion and relevant materials to the CFDA. The CFDA will decide whether or not to issue the production
permit to us. If the product approval and production approval both meet the criteria, the CFDA will issue the production permit
together with the new drug certificate at the same time. The production permit is valid for a term of five years and must be renewed
before its expiration. During the renewal process, our production facilities will be reevaluated by the appropriate governmental
authorities and must comply with effective standards and regulations.
Under certain circumstances, for instance, where drugs are developed to cure a disease without effective therapeutic methods, the
CFDA provides a special proceeding for its review of the new drug certificate application and production permit application relating
to such drugs.
The CFDA will specify a monitoring period ranging from three to five years when approving the first production permit for most new
drugs. During this monitoring period, the manufacturers holding the new drug certificates must regularly report, among other things,
the production process, efficacy, stability and side effects of the new drugs involved to the provincial level CFDA. During the same
period, the CFDA will not accept any new application for approval of the same drug involved. However, if a third party has filed an
application for the same drug and obtained the clinical trial permit before the monitoring period commences, the third party may still
obtain a new drug certificate and production permit for the same drug.
We may also be required to conduct clinical trials prior to commencing the manufacturing of pharmaceutical products for which there
are published state pharmaceutical standards.
46
GMP Certificate. After receiving the production permit, we should submit the GMP inspection application to the provincial level
CFDA, the provincial level CFDA will arrange for the inspection on our facilities for purposes of GMP inspection. If we pass the
GMP inspection, the provincial level CFDA will issue the GMP Certificate. A GMP Certificate is used to approve the quality system,
including quality assurance and quality control management, production management, materials and products, qualification and
validation, facility and equipment. The CFDA has issued GMP standards for pharmaceutical manufacturers to minimize the risks
arising out of the production process of drugs that are not identified or eliminated through testing the final products.
A GMP Certificate is valid for five years and we should apply for a renewal of our GMP Certificate no later than six months prior to
the expiration of our GMP Certificate.
We cannot commence the manufacture of a new drug unless and until we have obtained a valid new drug certificate, production
permit and GMP Certificate.
Batch Approval. Our vaccine products cannot be distributed in the market before receiving batch approval. After we obtain the GMP
certificate, we will start commercial production, after which we need to apply for batch release approval by the NIFDC for the
commercial lots. For each batch of products, we will provide samples taken from cold rooms by inspectors, together with
manufacturing records, selftesting records and other quality control documents. The NIFDC will review the documents and test the
samples and issue a batch approval within approximately two months if our manufacture procedures and the quality of our products
meet CFDA standards. With the batch approval, we may distribute the approved batch of vaccines to the market.
C. Organizational Structure
The following diagram illustrates our company’s organizational structure, and the place of incorporation, ownership interest and
affiliation of each of our subsidiaries as of the date of this report.
47
*
**
Dalian Jin Gang Group Co., Ltd. owns the remaining 32.14% equity interest in Sinovac Dalian.
Sinobioway Biomedicine Co., Ltd., formerly named Xiamen Bioway Group Co., Ltd, owns the remaining 26.91% equity
interest in Sinovac Beijing.
*** The former name is Beijing Sinovac Biological Technology Co., Ltd.
**** The former name is Sinovac Zhong Yi Biopharmaceutical Co., Ltd.
D. Property, Plants and Equipment
We are headquartered in the Peking University Biological Industry Park (Haidian) in Beijing in a 48,900squarefoot facility, of
which approximately 16,700 square feet are used as office space and approximately 32,200 square feet are used for the production
plant for Healive and Bilive, where the production equipment for hepatitis vaccines is located. We own the abovedescribed 48,900
squarefoot facility in Beijing.
In August 2004, we signed two 20year leases with SinoBioway Biotech Group Co. Ltd., or SinoBioway, pursuant to which we
leased two buildings of approximately 28,000 and 13,300 square feet, respectively, located at the Peking University Biological Park
in Beijing. We house our Anflu manufacturing and R&D center in these two buildings. One of the lease agreements was amended on
August 12, 2010 to reflect an increase in the lease payment. In June 2007, we signed another 20year lease with SinoBioway, in order
to expand Sinovac Beijing’s production facilities in Beijing, pursuant to which we leased one building of approximately 37,000
square feet, located at Peking University Biological Park. Part of our administrative offices and filling facilities are located in this
building until 2013. The filling facilities were moved to Changping site in 2013, where we are setting up the commercial production
facility for our pneumococcal vaccines.
In September 2010, we entered into an agreement with SinoBioway, under which we lease a space of 6,778 square feet. The lease term
is five years and we used it for our research and development function. On April 8, 2013, we entered into three supplemental
agreements with SinoBioway, under which the expiration date of each of the four operating lease agreements was extended to April
7, 2033.
We have three production lines located in the Peking University Biological Park (Haidian). Our production line to manufacture our
hepatitis vaccines, Healive and Bilive, interchangeably has an aggregate combined production capacity of approximately 10 million
doses annually. Our production line to manufacture our flu vaccines, Anflu, Panflu and Panflu.1, interchangeably has an annual
production capacity of approximately eight million doses of Anflu (northern hemisphere), or the equivalent of 20 million doses of
Panflu or 20 million doses of Panflu.1.
We have also built Pneumococcal Polysaccharide Vaccine production line at Haidian site with designed annual capacity of five
million doses per year. In May 2013, our new filling and packaging line in Changping site was granted the new GMP certificate, after
which we moved the filling and packaging activities to our Changping site. In July 2016, we started to build our sIPV plant for bulk
production on our Changping site. The expected capacity is approximately 20 million doses.
In February 2010, we acquired a right to use approximately 312,400 square feet of land located in Changping District, Beijing, or
Changping Site, with five buildings with a total builtout area of 32,322 square meters (approximately 347,900 square feet) on 29,021
square meters (for a total consideration of approximately RMB123.6 million ($19.1 million). We have made all required payments by
December 31, 2012. We have built a new filling and packaging line, EV71 production facilities and a warehouse on the Changping
site. The new filling and packaging line and warehouse commenced operation in May 2013 and December 2010, respectively. The
EV71 vaccine production line has a designed annual capacity of 20 million doses and was granted the new GMP certificate in
January 2016.
48
In November 2009, we entered into an agreement with Dalian Jin Gang Group to establish Sinovac Dalian. In January 2010, we
established Sinovac Dalian which focuses on the research, development, manufacturing and commercialization of liveattenuated
vaccines, such as varicella, mumps and rubella vaccines for human use. Sinovac Dalian has seven existing buildings with a total
builtout area of 20,000 square meters (approximately 215,280 square feet) on 95,685 square meters (approximately 1,030,000 square
feet) of land, located at DD Port, Economic and Technical Development Zone, Dalian City, Liaoning province. The construction of a
varicella vaccine production plant within the existing building in Sinovac Dalian with total area of 4,458 square meters is underway.
The expected annual capacity is five million doses. Sinovac Dalian received its GMP certificate (2010 version) from the CFDA for its
mumps vaccine in September 2012.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our
consolidated financial statements and the related notes included elsewhere in this annual report on Form 20F. This discussion may
contain forwardlooking statements based upon current expectations that involve risks and uncertainties. Our actual results may
differ materially from those anticipated in these forwardlooking statements as a result of various factors, including those set forth
under “Item 3. Key Information — D. Risk Factors” or in other parts of this annual report on Form 20F.
A. Operating Results
Overview
We are a fully integrated, Chinabased biopharmaceutical company that focuses on the research, development, manufacturing and
commercialization of vaccines against infectious diseases. We have successfully developed a portfolio of products, consisting of
vaccines against hepatitis A, hepatitis B, enterovirus type 71, influenza viruses and mumps. The following table sets forth certain
information on our commercialized products.
Products
Healive
Bilive
Anflu
Inlive
Panflu(1)
Panflu.(1)
Mumps
Date of Approval
May 2002
June 2005
October 2005
January 2016
April 2008
September 2009
September 2012
Number of Doses Sold
2015
4.1 million
2.3 million
3.2 million
2016
3.5 million
0.4 million
2.0 million
1.5 million
2014
3.9 million
2.6 million
3.4 million
1.9 million
1.1 million
40,000
nil
0.3 million
nil
1.2 million
nil
1.7 million
(1) We sold all of our Panflu and Panflu.1 products to the PRC government. Our sales of Panflu and Panflu.1 depend on the
completion of government audit on our fulfillment to the stockpiling order. In 2016, 1.9 million doses of Panflu products
manufactured for the government stockpiling order were not used and expired, allowing us to recognize sales revenue. Sales of
Panflu generated revenues of $6.4 million in 2016.
Our pipeline consists of various vaccine candidates in the preclinical and clinical trial development phases in China. We filed
applications to conduct clinical trials for pneumococcal conjugate vaccine, pneumococcal polysaccharide vaccine and rubella
vaccine in early 2011. We filed an application for the clinical trial of varicella vaccine in January 2013. We obtained the approvals to
conduct clinical trials of pneumococcal polysaccharide vaccine, rubella vaccine, pneumococcal conjugate vaccine and sIPV vaccine
in May 2014, December 2014, January 2015 and December 2015, respectively.
49
Our Proprietary Rights
Healive was codeveloped by Tangshan Yian and the NIFDC. In April 2001, Tangshan Yian contributed its proprietary rights to
Healive to Sinovac Beijing as its capital contribution to Sinovac Beijing. In 2002, the NIFDC, Tangshan Yian and Sinovac Beijing
agreed that Sinovac Beijing owned the right to market and sell Healive, and that Sinovac Beijing was required to pay the NIFDC
approximately $1 million for the Healive technology consulting fee that Tangshan had not paid by that time. We obtained Healive’s
new drug certificate from the CFDA in December 1999, the production license in May 2002, and final PRC regulatory approval for
production of Healive in May 2002. Production of Healive commenced in July 2002.
Bilive was initially developed by Tangshan Yian. In March 2002, Tangshan Yian and Beijing Keding entered into an agreement
under which Tangshan Yian transferred to Beijing Keding its proprietary rights to Bilive at no cost. In August 2002, Sinovac Beijing
acquired the proprietary rights to Bilive from Beijing Keding in consideration of a 10.7% equity interest in Sinovac Beijing and a
cash payment of $18,000. Beijing Keding is owned by Dr. Weidong Yin and three other senior officers of Sinovac Beijing. We
received the production license for Bilive from the CFDA in January 2005. In June 2005, we obtained the final PRC regulatory
approval for production of Bilive. The cost of the proprietary rights to Bilive was expensed as purchased inprocess research and
development. Production of Bilive commenced in June 2005.
In March 2003, Sinovac Beijing acquired the proprietary rights to Anflu from Tangshan Yian at the vendor’s cost. In November 2004,
we completed the acquisition of 100% of the shares of Tangshan Yian. We received final PRC regulatory approval for the production
of Anflu in October 2005. The cost of the proprietary rights to Anflu was expensed as purchased inprocess research and
development.
Sinovac Beijing started to research and develop the H5N1 vaccine in 2004. In 2004, Sinovac Beijing entered into an agreement with
the National Institute for Biological Standards and Controls, or NIBSC, an England based laboratory under the WHO, on transferring
the H5N1 virus strain. According to the agreement, Sinovac Beijing as the recipient would receive the materials and information from
NIBSC. The agreement indicated that Sinovac Beijing can only use received materials and information for academic inhouse
research purposes and Sinovac Beijing shall negotiate with the owner of reverse genetics technology pertaining to virus strain for any
commercial purpose. In April 2008, Sinovac Beijing received a production license for H5N1 from the PRC government and started to
produce H5N1 vaccines for the governmentstockpiling program in June 2008.
In 2011, we licensed from MedImmune certain rights to use patented reverse genetics technology pertaining to virus strain production
for H5N1 influenza vaccine. We have agreed to pay an upfront license fee, milestone payments up to an aggregate of $9.9 million
based upon the achievement of cumulative net sales of licensed products in China (including Hong Kong and Macau), as well as
royalty payments in single digit of net sales of the licensed products in China (including Hong Kong and Macau). On August 15,
2012, we entered into amended agreements with MedImmune to, among other things, extend the effectiveness of each agreement to
reflect revised termination dates between December 2015 and May 2021. License fee and royalties of $3.4 million accrued at the end
of 2011 was paid in 2012. No payments were made in 2013 and 2015. We made a $0.9 million royalty payment to MedImmune in
2014.
Amortization expense for these proprietary rights was $nil, $0.4 million and $0.4 million in 2016, 2015 and 2014, respectively.
50
Research and Development Programs
The research and development strategy is developed by management and reviewed and approved by the board of our company.
Utilizing the resources and platform of each subsidiary, the R&D team of each subsidiary selects a R&D project and develops a
feasibility analysis for review and approval. Once the project is approved, we will track the R&D progress as well as the spending of
each project. Each year all the ongoing R&D projects will be reviewed along with the budgeting for the following year.
We also use our research and development resources, including employees and our technology, across multiple product development
programs. The table below presents our best estimate of our total research and development costs allocable to our leading research and
development programs for the periods indicated. We have allocated direct and indirect costs to each program based on certain
assumptions and our review of the status of each program, payroll related expenses and other overhead costs based on estimated usage
by each program.
Research and development programs
EV71 vaccine
Pneumococcal polysaccharide vaccine
Varicella vaccine
sIPV
Pneumococcal Conjugate Vaccine
Mumps vaccine
Others
Total
2016
Year ended December 31,
2015
(in thousands)
2014
$
$
7 $
3,181
2,683
3,133
461
251
2,932
12,648 $
325 $
2,816
1,650
1,617
1,155
235
1,692
9,490 $
1,521
2,363
1,050
3,170
682
147
2,001
10,934
The process of Developing, obtaining and maintaining regulatory approvals for new products is lengthy, expensive and uncertain.
While the development may take years to complete, the market environment may change from the time when the project is selected,
which will have an impact to the expected return of the investment. We anticipate that we will frequently monitor the progress of
each key project and determine which of our early stage product candidates is best suited for further development, as well as how
much funding to direct to each program, on an ongoing basis in response to the scientific and clinical success and commercial
potential of each product candidate.
We have obtained the new drug certification, production license and GMP certification for our new core product, the EV71 vaccine.
We started the commercial production and sales activities of EV71 vaccine in 2016. We have completed phase III clinical trials for the
pneumococcal polysaccharides vaccine and filed an application of production license in 2017. We completed Phase III clinical trials
on our varicella in 2017. We also completed Phase II clinical trials of SabinIPV vaccine in 2017. In addition, have obtained clinical
trial license for the pneumococcal conjugate vaccine.
Government Grants
Deferred government grants represent funding received from the government for research and development, or investment in building
or improving production facilities. The amount of deferred government grants as of yearend is net of research and development
expenditures or depreciation incurred or those recognized as government grants income. We received government grant that were
deferred in the amount of RMB5.0 million ($0.7 million), RMB1.5 million ($0.2 million) and RMB21.7 million ($3.5 million) in
2016, 2015 and 2014, respectively. In addition, we received RMB40.5 million ($6.1 million) in other government grants and
subsidies that were recognized in the statements of comprehensive income (loss) in 2016.
Deferred government grants included RMB5.5 million ($0.8 million), being the unamortized portion of a grant that we received in
2007 for construction of a pandemic influenza vaccine plant and buildings (RMB7.3 million ($1.1 million) as of December 31, 2015).
RMB1.8 million ($0.3 million), which will be amortized in 2017, was included in the current portion of deferred government grants
and RMB3.7 million ($0.5 million), which will be amortized after 2017, was included in the noncurrent portion of deferred
government grants. The production facility grant requires us to have the entire facility available to manufacture pandemic influenza
vaccines at any given moment upon request by the PRC government. We have fulfilled the conditions attached to the government
grant. Government grants relating to these production facilities of $0.3 million, $0.3 million and $0.3 million for the years ended
December 31, 2016, 2015 and 2014, respectively, were recorded as a reduction to depreciation expense for those respective years.
51
Deferred government grants also included RMB2.1 million ($0.3 million) being the unamortized portion of a grant that we received
in 2009 for purchasing equipment for H1N1 vaccine production. RMB0.9 million ($0.1 million) which will be recognized in 2017
was included in the current portion of deferred government grants and RMB1.2 million ($0.2 million) which will be recognized after
2017 was included in the noncurrent portion of deferred government grants. We have fulfilled the conditions attached to the
government grant. Government grant relating to this production facility of $0.1 million, $0.1 million and $0.1 million for the years
ended December 31, 2016, 2015 and 2014, respectively, were recorded as a reduction to the related depreciation expense.
Deferred government grants also included RMB0.3 million ($43,000), being the unamortized portion of a grant that we received in
2013 for purchasing equipment for H5N1 vaccine production. We have fulfilled the conditions attached to the government grant.
RMB0.1 million ($14,000) to be amortized in 2017 was included in the current portion of deferred government grants and RMB0.2
million ($29,000) which will be amortized after 2017 was included in the noncurrent portion of deferred government grants.
Government grant relating to this production facility of $15,000, $16,000 and $16,000 for the year ended December 31, 2016, 2015
and 2014, respectively, were recorded as a reduction to the related depreciation expense.
Deferred government grants also included RMB17.8 million ($2.6 million) being the unamortized portion of a grant the Company
received in 2015 for equipment purchase and construction of the EV71 vaccine production facility. We have fulfilled the conditions
attached to the government grant in 2016. RMB3.3 million ($0.5 million) which will be amortized in 2017 was included in the
current portion of deferred government grants and RMB 14.6 million ($2.1 million) which will be recognized after 2017 was included
in the noncurrent portion of deferred government grants. RMB1.8 million ($0.3 million) of government grant relating to these
production facilities was recorded as a reduction to depreciation expense for the year ended December 31, 2016, and RMB0.4 million
($55,000) was recorded as government recognized in income for the year ended December 31, 2016.
As of December 31, 2016, we have fulfilled the conditions attached to a government grant received in 2015 for EV71 research and
development with a total amount of RMB0.5 million ($77,000). This grant was recognized as government grant recognized in income
for the year ended December 31, 2016.
We received a loan of RMB12.0 million ($1.9 million) bearing an interest rate of 0.36% per year from Beijing Zhongguancun
Development Group. The fair value differential (between the face value and the fair value using the effective interest rate method at
our borrowing rate) of $0.4 million was recognized as government grant recognized in income for the year ended December 31, 2016
since the loan was repaid in February 2016.
As of December 31, 2016, conditions attached to two government grants previously deferred were fulfilled and RMB2.8 million ($0.4
million) was recognized as government grant recognized in income for the year ended December 31, 2016. As of December 31, 2016,
conditions of four government grants totaling RMB7.1 million ($1.0 million) have not been fulfilled by us. We expect to fulfill the
conditions of three of the four grants within one year, and these grants totaling RMB6.3 million ($0.9 million) were included in the
current portion of deferred government grants. The conditions of a grant in the amount of RMB0.8 million ($0.1 million) are not
expected to be fulfilled by us within one year, and the grant was included in the noncurrent portion of deferred government grants.
Critical Accounting Policies and Estimates
Our consolidated financial information has been prepared in accordance with U.S. GAAP, which requires us to make judgments,
estimates and assumptions that affect (1) the reported amounts of our assets and liabilities, (2) the disclosure of our contingent assets
and liabilities at the end of each fiscal period and (3) the reported amounts of revenues and expenses during each fiscal period. We
continually evaluate these estimates based on our own historical experience, knowledge and assessment of current business and other
conditions, our expectations regarding the future based on available information and reasonable assumptions, which together form
our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral
component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies
require a higher degree of judgment than others in their application.
52
When reviewing our financial statements, you should consider (1) our selection of critical accounting policies, (2) the judgment and
other uncertainties affecting the application of those policies and (3) the sensitivity of reported results to changes in conditions and
assumptions. We believe the following accounting policies involve the most significant judgment and estimates used in the
preparation of our financial statements.
Revenue Recognition
Revenue is recognized when persuasive evidence of an arrangement exists, the price is fixed and determinable, delivery has occurred
and there is a reasonable assurance of collection of the sales proceeds. We generally obtain purchase authorizations from our
customers for a specified amount of products at a specified price and consider delivery to have occurred when the customer takes title
of the products. We provide certain customers with a right of return.
Revenue for inactivated hepatitis A, combined inactivated hepatitis A&B, seasonal influenza and EV71 vaccines are recognized
when delivery has occurred and we estimate return provision for these products. The product return provisions for inactivated
hepatitis A vaccine and combined inactivated hepatitis A&B vaccine are estimated based on historical return and exchange data as
well as the inventory levels and the remaining shelf lives of the products in the distribution channels. Product return provision for
EV71 vaccine is based on historical return and exchange data of hepatitis A and combined inactivated hepatitis A&B vaccines, as
well as EV71 vaccines’ inventory levels and remaining shelf lives in the distribution channels. As of December 31, 2016, sales return
provision for inactivated hepatitis A vaccine, combined inactivated hepatitis A&B vaccine and EV71 vaccine was $5.0 million ($5.9
million as of December 31, 2015). Private pay sales return provision of inactivated hepatitis A vaccine, combined inactivated
hepatitis A&B vaccine and EV71 vaccine as a percentage of sales was 10.9% and 13.6% in 2016 and 2015, respectively. We do not
accept returns for hepatitis products sold under the Expanded Program on Immunization and exports. As such, no sales returns are
estimated for these sales. Product return provision for seasonal influenza vaccines is estimated based on actual sales returns and
expected sales returns up to the end of the flu season because we generally accept returns up to the end of the flu season. As of
December 31, 2016, sales return provision for seasonal influenza vaccine returns was approximately $0.5 million ($1.5 million as of
December 31, 2015).
Revenue for mumps vaccines without a right of return provided to customers is recognized when delivery has occurred. Revenue for
mumps vaccines with a right of return provided to customers is recognized when payments are collected from customers.
Deferred revenue is generally relating to government stockpiling programs and advances received from customers. For government
stockpiling programs of H5N1 vaccines, we generally obtain purchase authorizations from the government for a specified amount of
products at a specified price and no rights of return are provided. Revenue is recognized when the government takes delivery of the
products. If the products expire prior to delivery, these expired products are recognized as revenue once cash is received and the
products have expired and passed government inspection.
Allowance for Doubtful Accounts
We extend unsecured credit to our customers in the ordinary course of business but mitigate the associated risks by performing credit
checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and recorded based on
management’s assessment of the credit history with the customer and current relationships with them.
We also maintain an allowance for doubtful accounts for estimated losses based on our assessment of the collectability of specific
customer accounts and the aging of the accounts receivable. We analyze accounts receivable and historical bad debts, customer
concentrations, customer solvency, current economic and geographic trends, and changes in customer payment terms and practices
when evaluating the adequacy of our current and future allowance. In circumstances where we are aware of a specific customer’s
inability to meet its financial obligations to us, a specific allowance for bad debt is estimated and recorded, which reduces the
recognized receivable to the estimated amount we believe will ultimately be collected. We monitor and analyze the accuracy of the
allowance for doubtful accounts estimate by reviewing past collectability and adjust it for future expectations to determine the
adequacy of our current and future allowance. Our reserve levels have generally been sufficient to cover credit losses. As of December
31, 2016, we provided 100% (100% as of December 31, 2015) allowance for accounts receivable aged more than four years,
approximately 84.8% (77.5% as of December 31, 2015) allowance for accounts receivable aged between three year and four years,
approximately 59.1% (40.6% as of December 31, 2015) allowance for accounts receivable aged between two year and three years,
approximately 20.5% (14.4% as of December 31, 2015) allowance for accounts receivable aged between one year and two years, and
approximately 1.4% (1.3% as of December 31, 2015) allowance for accounts receivable aged less than one year. For the year ended
December 31, 2015, we changed our estimates of the allowance for doubtful accounts due to an improved historical trend of
collecting accounts aged three years or more. The change in estimate resulted in an increase to income from continuing operations
and net income attributable to shareholders of Sinovac by $0.4 million and $0.3 million, respectively. In addition, basic and diluted
earnings per share increased by $0.00 and $0.00, respectively.
53
Our allowance for doubtful accounts as of December 31, 2016 was $3.6 million, compared to $2.4 million as of December 31, 2015. If
the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional
allowances may be required. Bad debt provision was $1.4 million for the year ended December 31, 2016 as compared with a recovery
of $49,000 for the year ended December 31, 2015.
Inventory Provision
We write off all the unsold seasonal influenza vaccines before the end of the flu season at the end of the fiscal year. In addition, we
estimate an inventory provision for existing Healive, Bilive, Inlive and Mumps products in inventory after considering the sales
forecasts, the conditions of the raw material inventory, as well as the expiration dates of these products. The inventory provision in
2016, 2015 and 2014 was $6.4 million, $1.8 million and $1.0 million, respectively.
Impairment of LongLived Assets
Longlived assets, including intangible assets subject to amortization, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying value of an asset group may not be recoverable from the future undiscounted net cash flows
expected to be generated by the asset group. An asset group is identified as assets at the lowest level for which identifiable cash flows
are largely independent of the cash flows of other assets.
If the asset group is not fully recoverable, an impairment loss would be recognized for the difference between the carrying value of the
asset group and its estimated fair value, based on the discounted net future cash flows or other appropriate methods, such as
comparable market values. We use estimates and judgments in the impairment tests and the timing and amount of impairment charges
could be materially different if different estimates or judgments are utilized. We recorded impairment charges on longlived assets of
nil in 2016, 2015 and 2014.
Income Tax Valuation Allowance
In 2016, we recorded $3.5 million of current deferred income tax assets and $0.5 million in noncurrent deferred income tax assets
based on the difference in timing of certain deductions for income tax and accounting purposes. We evaluate our valuation allowance
requirements at each reporting period by reviewing all available evidence, both positive and negative, and considering whether,
based on the weight of that evidence, a valuation allowance is needed. When a change in circumstances causes a change in
management’s judgment about the reliability of deferred tax assets, the impact of the change on the valuation allowance is generally
reflected in income from operations. The future realization of the tax benefit of an existing deductible temporary difference ultimately
depends on the existence of sufficient taxable income of the appropriate character within the carry forward period available under
applicable tax law.
54
Recently Issued Accounting Standards
In May 2014, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 201409,
Revenue from Contracts with Customers (Topic 606). Where a single, global revenue recognition model applies to most contracts
with customers. Revenue will be recognized in a manner that depicts the transfer of goods or services to customers in an amount that
reflects the consideration to which an entity expects to be entitled, subject to certain limitations. In August 2015, the FASB issued
ASU 201514, where the effective date of ASU 201409 was extended to annual periods beginning after December 15, 2017. Early
adoption is permitted. Subsequent to the issuance of ASU 201409, the FASB has issued several accounting standard updates such as
ASU 201608, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue
Gross versus Net), ASU 201610, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and
Licensing, and ASU 201612, Revenue from Contracts with Customers (Topic 606): NarrowScope Improvements and Practical
Expedients among others. These ASUs do not change the core principle of the guidance stated in ASU 201409, instead these
amendments are intended to clarify and improve operability of certain topics included within the revenue standard. These ASUs will
have the same effective date and transition requirements as ASU 201409. We will adopt the new standard on January 1, 2018 and
currently plan to use the modified retrospective method. We are currently assessing how the adoption of ASU 201409 and these
ASUs will impact the consolidated financial statements. Interpretations are ongoing and upon initial evaluation, we currently
assessed that the adoption will not have material effect on our consolidated financial statements.
In November 2015, the FASB issued ASU No. 201517 (“ASU 201517”), Income Taxes. To simplify the presentation of deferred
income taxes, ASU 201517 requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of
financial position, applicable to all entities that present a classified statement of financial position. The guidance is effective for
annual periods beginning after December 15, 2016. Early adoption is permitted. We will adopt ASU 201517 on January 1, 2017, and
we not expect the adoption of this standard will have a material impact on our consolidated financial statements.
In January 2016, the FASB issued ASU No. 201601 (“ASU 201601”), Financial Instruments. ASU 201601 requires separate
presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or in
the accompanying notes to the financial statements. That presentation provides financial statement users with more decisionuseful
information about an entity’s involvement in financial instruments. The guidance is effective for annual periods beginning after
December 15, 2017. Early adoption is permitted. We are currently evaluating the impact on our consolidated financial statements of
adopting this standard.
In February 2016, the FASB issued ASU No. 201602 (“ASU 201602”), Leases. ASU 201602 requires recognition of lease assets
and lease liabilities by lessees for those leases classified as operating leases. The guidance is effective for annual periods beginning
after December 15, 2018. Early adoption is permitted. We are currently evaluating the impact on our consolidated financial
statements of adopting this standard.
In March 2016, the FASB issued ASU No. 201609 (“ASU 201609”), Compensation – Stock Compensation. Under ASU 201609,
we can make an entitywide accounting policy election to either estimate the number of awards that are expected to vest or account
for forfeitures when they occur. The guidance is effective for annual periods beginning after December 15, 2016. Early adoption is
permitted. We will adopt ASU 201609 on January 1, 2017, and do not expect the adoption of this standard will have a material
impact on its consolidated financial statements.
In November 2016, the FASB issued ASU No. 201618 (“ASU 201618”), Statement of Cash Flows: Restricted Cash. ASU 201618
requires amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash
equivalents when reconciling the beginning –ofperiod and endofperiod total amounts shown on the statement of cash flows. The
guidance is effective for annual periods beginning after December 15, 2017. Early adoption is permitted. We will adopt ASU 201618
on January 1, 2018, and do not expect the adoption of this standard will have a material impact on our consolidated financial
statements.
55
RESULTS OF OPERATIONS
Consolidated statements of comprehensive income (loss) data
Sales
Cost of sales(1)
Gross profit
Operating expenses:
Selling, general and administrative expenses(1)
Provision (recovery) for doubtful accounts
Research and development expenses(1)
Loss on disposal and impairment of property, plant and equipment
Government grants recognized in income
Total operating expenses
Operating income
Interest and financing expenses
Interest income
Other income
Income (loss) from continuing operations before income taxes
Income tax expenses
Income (loss) from continuing operations
Income (loss) from discontinued operations, net of tax nil
Net loss
Less: Income (loss) attributable to noncontrolling interests
Net loss attributable to shareholders of Sinovac
Comprehensive loss
Less: comprehensive loss attributable to noncontrolling interests
Comprehensive loss attributable to shareholders of Sinovac
2016
Year ended December 31,
2015
(Restated)
(in thousands except share and per share data)
62,932
2014
(Restated)
67,414 $
72,431 $
$
22,393
50,038
18,408
49,006
41,980
1,412
12,648
478
(6,984)
49,534
504
(1,729)
731
100
(394)
(2,664)
(3,058)
2,338
(720)
124
(596)
(9,563)
953
(8,610) $
37,481
(49)
9,490
26
(1,637)
45,311
3,695
(1,920)
1,155
(174)
2,756
(2,985)
(229)
(728)
(957)
(459)
(1,416)
(5,342)
82
(5,260) $
15,476
47,456
34,338
329
10,934
74
(104)
45,571
1,885
(3,407)
2,684
1,186
2,348
(2,069)
279
(1,524)
(1,245)
(270)
(1,515)
(3,648)
35
(3,613)
$
(1) Includes sharebased compensation of $2.4 million, $1.0 million and $0.3 million in 2016, 2015 and 2014, respectively.
Sales
Revenues from sales represent: (1) the invoiced value of goods, net of value added taxes, and sales returns. See “Item 5. Operating and
Financial Review and Prospects — A. Operating Results — Taxes and incentives.” We recognize revenues at the time when our
products are delivered, persuasive evidence of an arrangement exists, the price is fixed and determinable and there is reasonable
assurance of collection of the sales proceeds; and (2) the value of goods produced for government stockpiling program. We recognize
revenues from the sales of products to the government stockpiling program when cash has been received and the products have
expired and passed government inspection or are delivered per government instruction.
Our revenues, growth and results of operations depend on several factors, including the level of acceptance of our products among
doctors, hospitals and vaccinees, and our ability to maintain or increase prices for our products at levels that provide favorable
margins. The level of acceptance among doctors, hospitals and vaccines is influenced by the performance, promotion and academic
research, and pricing of our products.
We market and sell our vaccine products primarily through provincial and municipal CDCs. We enter into sales agreements with
CDCs each time a CDC places a purchase order. Pursuant to these sales agreements, CDCs typically agree not to resell our products
to regions outside the territory the pertinent CDC covers administratively. Since hepatitis A vaccines were included into government
sponsored expended immunization program in 2007, we have actively participated in the tender and bidding organized by various
provincial CDCs. We enter into sales agreements with CDCs when we win a bid.
Pricing
In the private market, we set our price based on our production cost, the price of competitive products and acceptance level of CDC
and vaccinees. We also adjust our product price according to changes in the external environment to balance sales volume and gross
profit, and ultimately to maximize sales profit margins.
56
In the public market, the government purchases vaccines for EPI market by issuing government tenders. During the evaluation
process, price is a key factor which impacts the result of the tender. Therefore, we need to price our products competitively to win the
tenders. We believe that our emphasis on product quality is an advantage and increases our competitiveness.
Cost of sales
Our cost of sales primarily consists of material, direct labor and production overheads. Depreciation of property, plant and equipment
attributable to manufacturing activities and license amortization are capitalized as part of inventory, and expensed as cost of sales
when product is sold. Cost of goods sold in 2016, 2015 and 2014 amounted to $22.4 million, $18.4 million and $15.5 million,
respectively, of which idle capacity amounted to $3.2 million, $2.2 million and $1.8 million, respectively. We produce our products
and conduct the final product packaging inhouse.
Our production capacity has not been fully utilized. If we successfully commercialized new products and increase sales of existing
products, we expect the unit production cost to decrease.
Selling, general and administrative expense
Selling and marketing expenses consist primarily of salaries and related expenses for personnel engaged in sales, marketing and
customer support functions and costs associated with marketing activities and shipping. Selling expense in 2016 was $22.6 million,
representing 31.2% of total sales revenue of 2016, which is a 2.1% increase compared to 2015.
General and administrative expense consists primarily of compensation for employees in executive and operational functions,
including finance and accounting, business development and human resources. Other significant costs include facilities costs, share
based compensation and professional fees for accounting and legal services.
Research and development expenses
Our research and development expenses consist primarily of:
salaries and related expenses for personnel;
fees paid to consultants and clinical research organizations in conjunction with their independent monitoring of our clinical
trials and acquiring and evaluating data in conjunction with our clinical trials;
consulting fees paid to third parties in connection with other aspects of our product development efforts;
costs of materials used in research and development;
depreciation of facilities and equipment used to develop our products; and
technology license fees and milestone payments paid to third parties before a product receives regulatory approval.
We expense both internal and external research and development costs as incurred, other than capital expenditures that have
alternative future uses, such as the buildout of our plant, or license fees and milestone payments made to third parties after regulatory
approval is received. We expect our research and development costs will continue to be substantial and that they will increase as we
advance our current portfolio of product candidates through clinical trials and move other product candidates into preclinical and
clinical trials.
Taxes and incentives
Sinovac Beijing, Sinovac R&D, Sinovac Dalian and Sinovac Biomed are subject to income taxes in China on their taxable income
calculated at a tax rate in accordance with the relevant income tax laws and regulations. Income tax returns filed by our PRC
subsidiaries for tax years beginning in 2006 have been subject to examination by tax authorities.
57
Effective from January 1, 2008, the PRC’s statutory enterprise income tax rate is 25%. Our PRC subsidiaries are subject to income tax
at the statutory rate of 25% except for Sinovac Beijing. Sinovac Beijing, which was reconfirmed as a High and New Technology
Enterprise or HNTE in 2014 for a period of three years, was subject to a preferential income tax rate of 15% from 2014 to 2016.
Sinovac Beijing reconfirmed its HNTE status in 2017 for a period of three years from 2017 to 2019.
We determine deferred taxes for each taxpaying entity in each tax jurisdiction. The potential tax benefits arising from the losses
incurred by the subsidiaries have been recorded in our financial statements.
We evaluate our valuation allowances requirements at each reporting period by reviewing all available evidence, both positive and
negative, and considering whether, based on the weight of that evidence, a valuation allowance is needed. When a change in
circumstances causes a change in management’s judgment about the realizability of deferred tax assets, the impact of the change on
the valuation allowance is generally reflected in income from operations. The future realization of the tax benefit of an existing
deductible temporary difference ultimately depends on the existence of sufficient taxable income of the appropriate character within
the carry forward period available under applicable tax law.
The valuation allowances relating to the deductible temporary differences and the unused tax losses of Sinovac R&D, Sinovac Dalian
and Sinovac Biomed are still required as realization of these elements of the potential tax benefits is still uncertain. Taking the
valuation allowances into account, the potential tax benefits arising from the deductible temporary differences and the unused tax
losses of Sinovac R&D, Sinovac Dalian and Sinovac Biomed effectively have not been recorded in the financial statements. Tax
losses of the PRC subsidiaries in the amount of RMB 168 million ($24.1 million) can be carried forward for five consecutive years
against profits, and will expire from 2017 to 2021, if unused.
Year Ended December 31, 2016 Compared to Year Ended December 31, 2015
Sales. Total sales from continuing operations in 2016 increased by 7.4% to $72.4 million from $67.4 million in 2015. Excluding
revenue recognition of Panflu under the government stockpiling program in 2016 and 2015, regular sales of Healive, Bilive, Anflu,
Inlive and mumps vaccine increased by 3.9% to $66.0 million in 2016 from $63.6 million in 2015. The growth was mainly
contributed by sales of Inlive.
The table below sets forth a breakdown of our sales by product:
Sales
Hepatitis A vaccine
Hepatitis A&B vaccine
Influenza vaccines
Enterovirus 71 vaccine
Mumps vaccines
Regular sales subtotal
H5N1 vaccine
Total sales
Year ended December 31
2016
2015
(in thousands)
20,044 $
552
9,829
35,140
477
66,042
6,389
72,431 $
26,801
22,615
12,674
1,472
63,562
3,852
67,414
$
$
Gross Profit. Gross profit from continuing operations in 2016 increased by 2.1% to $50.0 million from $49.0 million in 2015. Gross
margin percentage decreased to 69.1% in 2016 from 72.7% in 2015. Excluding the impact of Panflu sales under the government
stockpiling program in 2016 and 2015, gross margin decreased to 70.0% in 2016 from 73.4% in 2015. The decrease of gross margin
was mainly due to higher inventory provision of Bilive vaccines in 2016.
58
Selling, General and Administrative Expenses..
Selling, general and administrative expenses in 2016 increased by 12.0% to $42.0 million from $37.5 million in 2015. The increase
was mainly due to higher selling expenses incurred on promotion of EV71 and higher professional and consulting fees related to the
proposed privatization.
We recorded total sharebased compensation of $1.5 million in 2016, compared to $0.6 million in 2015. As of December 31, 2016, we
had unrecognized compensation costs of $3.3 million. This unearned component will be recognized over a period of 40 months.
Research and Development Expenses. Research and development expenses in 2016, primarily represented expenditures on the
advancement of pipeline vaccines, including pneumococcal vaccines, sIPV and varicella vaccine, increased to $12.6 million in 2016
from $9.5 million in 2015.
Interest and Financing Expenses. Interest and financing expense decreased by 9.9% to $1.7 million in 2016 from $1.9 million in
2015. The decrease in interest and financing expense is primarily due to lower interest rates on outstanding loans during 2016
compared to 2015. There were $37,000 and $0.1 million of interest subsidies received in 2016 and 2015, respectively.
Income Tax Expenses. Income tax expense was $2.7 million in 2016, compared to an income tax expense of $3.0 million in 2015.
Prior to 2014, Sinovac Beijing was in a cumulative tax loss position hence did not have current income tax payable. Sinovac Beijing
returned to a taxable income position, hence recorded current income tax expense of $3.7 million and $3.3 million in 2016 and 2015,
respectively.
Income (loss) from Continuing Operations. Loss from continuing operations was $3.1 million in 2016, compared to a loss of $0.2
million in 2015.
Income (loss) from Discontinued Operations. Income from discontinued operations was $2.3 million in 2016, compared to a loss of
$0.7 million in 2015. The income from discontinued operations in 2016 was a result of completion of the disposal transaction of
Tangshan Yian.
Net Loss. Net loss attributable to shareholders of Sinovac was $0.6 million in 2016, compared to a net loss of $1.4 million in 2015.
Year Ended December 31, 2015 Compared to Year Ended December 31, 2014
Sales. Total sales from continuing operations in 2015 increased by 7.1% to $67.4 million from $62.9 million in 2014. Excluding
revenue recognition of Panflu under the government stockpiling program in 2015 and 2014, regular sales of Healive, Bilive, Anflu
and mumps vaccine increased by 1.3% to $63.6 million in 2015 from $62.7 million in 2014. The growth was mainly contributed by
the sales of Bilive and Anflu in the privatepay market.
The table below sets forth a breakdown of our sales by product:
Sales
Hepatitis A vaccine
Hepatitis A&B vaccine
Influenza vaccines
Mumps vaccines
Regular sales subtotal
H5N1 vaccine
Total sales
Year ended December 31
2015
2014
(in thousands)
26,801 $
22,615
12,674
1,472
63,562
3,852
67,414 $
26,515
21,935
12,131
2,150
62,731
201
62,932
$
$
59
Gross Profit. Gross profit from continuing operations in 2015 increased by 3.3% to $49.0 million from $47.5 million in 2014. Gross
margin percentage decreased to 72.7% in 2015 from 75.4% in 2014. Excluding the impact of Panflu sales under the government
stockpiling program in 2015 and 2014, gross margin decreased to 73.4% in 2015 from 75.7% in 2014. The decrease of gross margin
was mainly due to a lower utilization rate of our hepatitis and influenza vaccine production facilities and higher inventory provision
of influenza and mumps vaccines in 2015.
Selling, General and Administrative Expenses..
Selling, general and administrative expenses for 2015 were $37.5 million, which was maintained at a similar level compared to $34.3
million for 2014.
We recorded total sharebased compensation of $0.6 million in 2015 compared to $0.3 million in 2014. As of December 31, 2015, we
had unrecognized compensation costs of $2.6 million. This unearned component will be recognized over a period of 52 months.
Research and Development Expenses. Research and development expenses in 2015, which primarily represented expenditures on the
advancement of pipeline vaccines, including pneumococcal vaccines, sIPV and varicella vaccine, decreased to $9.5 million in 2015
from $10.9 million in 2014.
Interest and Financing Expenses. Interest and financing expense decreased by 43.6% to $1.9 million in 2015 from $3.4 million in
2014. The decrease in interest and financing expense was primarily due to repayment of outstanding loans during 2015 compared to
2014. We received $0.1 million and $81,000 of interest subsidies in 2015 and 2014, respectively.
Income Tax Expenses. Income tax expense was $3.0 million in 2015, compared to an income tax expense of $2.1 million in 2014.
Prior to 2014, Sinovac Beijing was in a cumulative tax loss position hence did not have current income tax payable. Sinovac Beijing
returned to a taxable income position, hence recorded current income tax expense of $3.3 million and $2.3 million in 2015 and in
2014, respectively.
Income (loss) from Continuing Operations. Loss from continuing operations was $0.2 million, compared to an income of $0.3
million in 2014.
Loss from Discontinued Operations. Loss from discontinued operations was $0.7 million, compared to a loss of $1.5 million in 2014.
Net Loss. Net loss attributable to shareholders of Sinovac was $1.4 million in 2015, compared to a net loss of $1.5 million in 2014.
B. Liquidity and Capital Resources
We finance our operations primarily through shortterm and longterm borrowings, proceeds from public offerings, capital raised in
private placements, cash generated from operations and, to a lesser extent, cash from government research grants. We believe that our
current cash and cash equivalents, and anticipated cash flow will be sufficient to meet our anticipated cash needs, including our cash
needs for working capital and capital expenditure, for the next 12 months. We may, however, require additional cash due to changing
business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our existing
cash is insufficient to meet our requirements, we may seek to sell additional equity securities, debt securities or borrow from banks.
60
Cash Flows and Working Capital
The following table sets forth a summary of our net cash flows for the periods indicated:
Net cash provided by (used in) operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents, including cash
2016
Year ended December 31,
2015
(Restated)
(in thousands)
2014
(Restated)
$
(15,459) $
(11,776)
27,784
4,211 $
(4,515)
(24,196)
(10,127)
(11,003)
5,309
classified within current assets held for sale
(2,092)
(1,541)
(1,403)
Decrease in cash and cash equivalents, including cash classified within current
assets held for sale
Less: Net decrease in cash classified within current assets held for sale
Decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
(1,543)
(143)
(1,400)
63,834
62,434 $
(26,041)
(82)
(25,959)
89,793
63,834 $
(17,224)
(500)
(16,724)
106,517
89,793
$
Operating Activities
Net cash used in operating activities was $15.5 million in 2016, compared to net cash provided by operating activities of $4.2 million
in 2015. Net cash used in our operating activities in 2016 resulted primarily from (1) our net loss from continuing operations of $3.1
million, (2) inventory provision of $6.4 million, (3) depreciation of property, plant and equipment and amortization of prepaid land
lease payments of $5.3 million, (4) government grants recognized in income of $7.0 million, and (5) a decrease of deferred revenue of
$5.0 million and an increase in accounts receivable of $15.1 million.
Net cash provided by operating activities was $4.2 million in 2015, compared to net cash used in operating activities of $10.1 million
in 2014. Net cash provided by our operating activities in 2015 resulted primarily from (1) our net loss from continuing operations of
$0.2 million, (2) inventory provision of $1.8 million, (3) depreciation of property, plant and equipment and amortization of licenses
of $6.5 million, and (4) a decrease of deferred revenue of $3.6 million.
Investing Activities
Net cash used in investing activities was $11.8 million in 2016, compared to $4.5 million in 2015. We invested more cash in the
construction of our PPV and sIPV production facilities in 2016.
Net cash used in investing activities was $4.5 million in 2015, compared to $11.0 million in 2014. We used less cash to acquire
property, plant and equipment in 2015.
Financing Activities
Net cash provided by financing activities was $27.8 million in 2016 compared to net cash used in financing activities of $24.2
million in 2015. In 2016, net cash provided by our financing activities included net proceeds of $0.3 million from issuance of
common shares and government funding of $6.9 million. We also received loan proceeds of $45.5 million and made loan repayments
of $24.9 million in 2016.
Net cash used in financing activities was $24.2 million in 2015 compared to net cash provided by financing activities of $5.3 million
in 2014. In 2015, net cash provided by our financing activities included net proceeds of $0.7 million from issuance of common shares
and government funding of $0.5 million. We also received loan proceeds of $21.3 million and made loan repayments of $46.8 million
in 2015.
Accounts Receivable
Our total accounts receivable, including other receivables, increased by $10.8 million from $39.0 million as of December 31, 2015 to
$49.8 million as of December 31, 2016. Our average accounts receivable turnover time in 2016 was 256 days, as compared to 239
days in 2015.
61
Our maximum exposure to credit risk at the balance sheet dates relating to accounts receivables is summarized as follows:
Aging within one year, net of allowance for doubtful accounts
Aging greater than one year, net of allowance for doubtful accounts
Total trade receivable — net
Borrowings
Year ended December 31,
2016
2015
$
$
(in thousands)
45,340 $
3,118
48,458 $
34,495
3,823
38,318
As of December 31, 2016, we had $31.3 million in shortterm bank loans and currentportion of longterm bank loans, offset by $62.4
million in cash and cash equivalents, resulting in a liquid assets balance of $31.1 million, compared with $42.0 million at the end of
December 31, 2015. The following tables summarize our shortterm and longterm bank borrowings as of December 31, 2016:
Type
Amount
Annual Interest
Rate
RMB5.0 million ($0.7
5.79%
million)
Interest
Payment
monthly
Maturity
Date
September 26,
2017
Purpose
operation
RMB5.0 million ($0.7
5.79%
monthly
October 11,
operation
million)
2017
Bank loan from Bank of
China
Bank loan from Bank of
China
On September 26, 2016, Sinovac Dalian entered into a bank loan with Bank of China in the aggregate principal amount of RMB5.0
million ($0.7 million) to finance its working capital requirements. The loan bears interest at 144.2 base points above the prime rate of
a oneyear term loan published by the People’s Bank of China, at 5.79%. Interest is payable monthly and the loan is payable on
September 26, 2017. On October 12, 2016, Sinovac Dalian entered into a bank loan with Bank of China in the aggregate principal
amount of RMB5.0 million ($0.7 million) to finance its working capital requirements. The loan bears interest at 144.2 base points
above the prime rate of a oneyear term loan published by the People’s Bank of China, at 5.79%. Interest is payable monthly and the
loan is payable on October 11, 2017. Prepaid land lease payments and buildings of Sinovac Dalian with a net book value of
RMB55.4 million ($8.0 million) were pledged as collateral.
Type
Bank loan from Bank of
Beijing
Bank loan from Bank of
Beijing
Bank loan from Bank of
Beijing
Bank loan from Bank of
Beijing
Bank loan from Bank of
Beijing
Bank loan from Bank of
Beijing
Bank loan from Bank of
Beijing
Amount
RMB9.5 million ($1.4
million)
RMB9.9 million ($1.4
million)
RMB9.9 million ($1.4
million)
RMB9.9 million ($1.4
million)
RMB9.9 million ($1.4
million)
RMB4.9 million ($0.7
million)
RMB39.7 million ($5.7
million)
Annual Interest
Rate
4.35%
Interest
Payment
quarterly
Maturity
Date
April 14, 2017
Purpose
operation
4.35%
quarterly
May 25, 2017
operation
4.35%
quarterly
June 27, 2017
operation
4.35%
quarterly
July 27, 2017
operation
4.35%
quarterly
5.25%
quarterly
August 30,
2017
May 20, 2020
4.75%
quarterly
May 20, 2020
operation
construction of the
PPV facilities
62
On September 18, 2015, Sinovac Beijing entered into a maximum credit facility of RMB50 million ($7.2 million) with Bank of
Beijing to finance its working capital requirements. RMB9.5 million ($1.4 million) was drawn on April 14, 2016 and is payable on
April 14, 2017. RMB9.9 million ($1.4 million) was drawn on May 25, 2016 and is payable on May 25, 2017. RMB9.9 million ($1.4
million) was drawn on June 27, 2016 and is payable on June 27, 2017. RMB9.9 million ($1.4 million) was drawn on July 27, 2016
and is payable on July 27, 2017. RMB9.9 million ($1.4 million) was drawn on August 30, 2016 and is payable on August 30, 2017.
On May 20, 2015, Sinovac Beijing entered into a bank loan with Bank of Beijing in the aggregate principal amount of $6,913 (RMB
48 million) with a term from July 2015 to May 2020 for construction of the pneumococcal polysaccharide vaccine facilities. The
loan’s interest rate is based on the prime rate of a fiveyear term loan published by the People’s Bank of China at the time withdraws
are made. Interest is payable quarterly and the loan is payable on May 20, 2020. RMB4.9 million ($0.7 million) was drawn in 2015
with an annual interest rate of 5.25%, and RMB39.7 million ($5.7 million) was drawn in 2016 with an annual interest rate of 4.75%.
Prepaid land lease payments and buildings of Sinovac Beijing with a net book value of RMB17.1 million ($2.5 million) were
pledged as collateral as of December 31, 2016.
Type
Bank loan from China
Construction Bank
Bank loan from China
Construction Bank
Bank loan from China
Construction Bank
Amount
RMB50.0 million ($7.2
million)
RMB19.4 million ($2.8
million)
RMB21.0 million ($3.0
million)
Annual Interest
Rate
4.57%
Interest
Payment
monthly
Maturity
Date
March 7, 2017
Purpose
operation
4.13%
monthly
July 25, 2017
operation
4.51%
quarterly
October 13,
2021
construction of the
sIPV facilities
On May 6, 2015, Sinovac Beijing entered into a maximum credit facility of RMB120 million ($17.3 million) with China
Construction Bank to finance its working capital requirements. On March 8, 2016, Sinovac Beijing entered into a bank loan with
China Construction Bank in the aggregate principal amount of RMB50 million ($7.2 million) to finance its working capital
requirements, bearing interest at 5% above the prime rate of a oneyear term loan published by the People’s Bank of China, at 4.57%.
Interest is payable monthly and the loan is payable on March 7, 2017. On July 26, 2016, Sinovac Beijing entered into a bank loan
with China Construction Bank in the aggregate principal amount of $7,201 (RMB 50 million) to finance its working capital
requirements, bearing interest at 5% below the prime rate of a oneyear term loan published by the People’s Bank of China, at 4.13%.
Interest is payable monthly and the loan is payable on July 25, 2017. RMB15.4 million ($2.2 million) and RMB4 million ($0.6
million) were drawn on July 26 and August 12, 2016, respectively.
On May 6, 2015, Sinovac Beijing entered into a maximum credit facility of RMB70 million ($10.0 million) with China Construction
Bank to finance construction of the Sabin inactivated polio vaccine facilities. On October 14, 2016, Sinovac Beijing entered into a
bank loan with China Construction Bank in the aggregate principal amount of RMB50 million ($7.2 million) with a term from
October 2016 to October 2021. The loan bears interest at 5% below the prime rate of a fiveyear term loan published by the People’s
Bank of China, adjusted every 12 month, currently at 4.51%. Interest is payable quarterly and the loan is payable on October 13,
2021. RMB21.0 million ($3.0 million) was drawn in 2016.
Pursuant to the covenants set out in the three bank loan agreements above, Sinovac Beijing’s debt to total assets ratio must not be
higher than 80%, current ratio must not be lower than 0.8, contingent liabilities must not be higher than RMB161 million ($23.2
million) and contingent liabilities as a percentage of total shareholders’ equity must not be higher than 50%. The Company was in
compliance with such covenants as of December 31, 2016. Prepaid land lease payment and buildings of the Changping facilities of
Sinovac Beijing with a net book value of RMB99.8 million ($14.4 million) were pledged as collateral against these three loans.
Type
Amount
Bank loan from China
Merchants Bank
RMB30.0 million ($4.3
million)
Annual Interest
Rate
5.00%
Interest
Payment
quarterly
Maturity
Date
October 30,
2017
Purpose
operation
63
On November 1, 2016, Sinovac Beijing entered into a oneyear term bank loan with China Merchants Bank in the aggregate principal
amount of RMB30 million ($4.3 million) to finance its finance its working capital requirements, bearing interest at 15% above the
prime rate of a oneyear term loan published by the People’s Bank of China, at 5.00% per year. Interest is payable quarterly and the
loan is payable on October 30, 2017. The loan was guaranteed by an unrelated third party, with a guarantee fee of RMB0.4 million
($58,000) over the term of the loan.
Type
PingAn Bank
Amount
RMB30.0 million ($4.3
million)
Annual Interest
Rate
4.35%
Interest
Payment
quarterly
Maturity
Date
June 24, 2017
Purpose
operation
On June 24, 2016, Sinovac Beijing entered into a bank loan with PingAn Bank in the aggregate principal amount of RMB30 million
($4.3 million) to finance its working capital requirements. The loan bears interest at the prime rate of a oneyear term loan published
by the People’s Bank of China, at 4.35%. Interest is payable quarterly and the loan is payable on June 24, 2017.
Type
Citi Bank
Citi Bank
Citi Bank
Citi Bank
Citi Bank
Citi Bank
Citi Bank
Amount
RMB8.7 million ($1.3
million)
RMB1.5 million ($0.2
million)
RMB3.8 million ($0.5
million)
RMB3.8 million ($0.6
million)
RMB3.8 million ($0.5
million)
RMB3.2 million ($0.5
million)
RMB3.8 million ($0.5
million)
Annual Interest
Rate
4.35%
Interest
Payment
quarterly
Maturity
Date
January 6, 2017
4.35%
quarterly
4.35%
quarterly
4.35%
quarterly
4.35%
quarterly
4.35%
quarterly
4.35%
quarterly
February 16,
2017
March 9, 2017
September 28,
2017
October 12,
2017
October 31,
2017
November 14,
2017
Purpose
operation
operation
operation
operation
operation
operation
operation
On May 9, 2016, Sinovac Beijing entered into a revolving bank loan with Citi Bank in the aggregate principal limit of $4,321 (RMB
30 million) to finance its working capital requirements. The revolving loan bears interest at the prime rate of a oneyear term loan
published by the People’s Bank of China, at 4.35% and interest is payable quarterly. Each withdraw from the revolving loan has a
maximum term of 12 months. RMB8.7 million ($1.3 million) was drawn on July 14, 2016, and is payable on January 6, 2017.
RMB1.5 million ($0.2 million) was drawn on August 24, 2016, and is payable on February 16, 2017. RMB3.8 million ($0.5 million)
was drawn on September 13, 2016, and is payable on March 9, 2017. RMB3.8 million ($0.6 million) was drawn on September 28,
2016, and is payable on September 28, 2017. RMB3.8 million ($0.5 million) was drawn on October 12, 2016, and is payable on
October 12, 2017. RMB3.2 million ($0.5 million) was drawn on October 31, 2016, and is payable on October 31, 2017. RMB3.8
million ($0.5 million) was drawn on November 14, 2016, and is payable on November 14, 2017.
Our weighted average effective interest rate on outstanding borrowings was 4.73%, 4.83% and 6.22% for the years ended December
31, 2016, 2015 and 2014, respectively. We have not historically used, and do not expect to use in the future, any derivative financial
instruments to manage our exposure to interest risk.
Restrictions on Cash Dividends
We are a holding company, and we rely in part on dividends paid by our subsidiaries, Sinovac Beijing, Sinovac Dalian, Sinovac R&D
and Sinovac Biomed for our cash needs, mainly our operating expenses. The payment of dividends in China is subject to limitations.
Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with
accounting standards and regulations in China. Our subsidiary is also required to set aside at least a portion of its aftertax profit based
on PRC accounting standards each year to fund the statutory surplus reserves.
The reserves can be used to recoup previous years’ losses, if any, and, subject to the approval of the relevant PRC government
authority, may be converted into share capital in proportion to their existing shareholdings, or by increasing the par value of the
shares currently held by them. Such reserves, however, are not distributable as cash dividends. In addition, at discretion of their board
of directors, our subsidiaries may allocate a portion of their aftertax profits based on PRC accounting standards to the employee
welfare and bonus funds, which shall be utilized for collective staff benefits. In addition, if Sinovac Beijing, Sinovac Dalian, Sinovac
R&D or Sinovac Biomed incurs debt on its own behalf in the future, the instruments governing the debt may restrict the ability of one
or more of our PRC subsidiaries, as the case may be, to pay dividends or make other distributions to us.
64
The ability of our subsidiary to convert renminbi into U.S. dollars and make payments to us is subject to PRC foreign exchange
regulations. Under these regulations, the renminbi is convertible for current account items, including the distribution of dividends,
interest payments, trade and servicerelated foreign exchange transactions. Conversion of renminbi for capital account items, such as
direct investment, loan, security investment and repatriation of investment, however, is still subject to the approval of the SAFE. See
“Item 10. Additional Information — D. Exchange Controls.”
Capital Expenditures
We made capital expenditures of $12.7 million, $5.3 million and $10.9 million in 2016, 2015 and 2014, respectively. In 2016, we
made $12.7 million of payments towards property, plant and equipment for construction of PPV, sIPV and varicella production
facilities. As of December 31, 2016, our commitments related to capital expenditures of approximately $4.1 million were primarily for
the construction of our sIPV and varicella production facilities. We will finance such commitments through longterm borrowings,
proceeds from our public offerings and cash generated from operations.
C. Research and Development, Patents and Licenses, Etc.
See discussions under “Item 5. Operating and Financial Review and Prospects — A. Operating Results — Research and Development
Programs.”
D. Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or
events for the period from January 1, 2016 to December 31, 2016 that are reasonably likely to have a material adverse effect on our
net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not
necessarily indicative of future operating results or financial conditions.
E. OffBalance Sheet Arrangements
We do not, and did not, have any interest in variable interest entities or any other offbalance sheet arrangements that require
disclosure.
F. Tabular Disclosure of Contractual Obligations
The following table summarizes our estimated contractual obligations and commitments as of December 31, 2016 for the periods
indicated:
Debt obligations including amount owing to
related party (including interest)
$
R&D expenses, liabilities and commitment
Operating lease obligations
Purchase of facilities commitments
Accounts payable and accrued liabilities
Total
$
Payments due by period
Total
Less than
1 year
1 – 3 years 4 – 5 years
(in thousands)
More than
5 years
45,581 $
2,894
10,994
4,102
24,960
88,531 $
34,880 $
2,894
464
4,102
24,960
67,300 $
890 $
1,614
2,504 $
9,811 $
1,614
11,425 $
7,302
7,302
65
G. Safe Harbor
This annual report on Form 20F contains forwardlooking statements that relate to future events, including our future operating
results and conditions, our prospects and our future financial performance and condition, all of which are largely based on our current
expectations and projections. The forwardlooking statements are contained principally in the sections entitled “Item 3. Key
Information — D. Risk Factors,” “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects.”
These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can
identify these forwardlooking statements by terminology such as “may,” “will,” “expect,” “anticipate,” “future,” “intend,” “plan,”
“believe,” “estimate,” “is/are likely to” or other and similar expressions. Forwardlooking statements involve inherent risks and
uncertainties. A number of factors could cause actual results to differ materially from those contained in any forwardlooking
statement, including but not limited to the following:
our ability to maximize sales of our existing products within the Chinese market;
our ability to develop new vaccines;
our ability to improve our existing vaccines and lower our production costs;
our ability to expand our manufacturing facilities to meet the needs of the growing Chinese market and other geographic
markets;
our ability to acquire new technologies and products;
uncertainties in and the timeliness of obtaining necessary governmental approvals and licenses for marketing and sale of our
vaccines in certain overseas markets;
our ability to compete successfully against our competitors;
risks associated with our corporate structure and the regulatory environment in China; and
other risks outlined in our filings with the Securities and Exchange Commission, or the SEC, including this annual report on
Form 20F.
The forwardlooking statements made in this annual report on Form 20F relate only to events or information as of the date on which
the statements are made in this annual report on Form 20F. Except as required by law, we undertake no obligation to update or revise
publicly any forwardlooking statements, whether as a result of new information, future events or otherwise, after the date on which
the statements are made or to reflect the occurrence of unanticipated events. You should read this annual report on Form 20F
completely and with the understanding that our actual future results may be materially different from what we expect.
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
The following table sets forth information regarding our directors and executive officers as of the date of this annual report:
Directors and Executive Officers
Weidong Yin
Simon Anderson(1) (2) (3)
Yuk Lam Lo(1) (2) (3)
Kenneth Lee(2) (3)
Meng Mei(1) (2) (3)
Nan Wang
Ming Xia
Qiang Gao
Jing Li
Age
Position/Title
Chairman, President, Chief Executive Officer
Independent Director
Independent Director
Independent Director
Independent Director
Chief Financial Officer, Vice President
Vice President, Sales and Marketing
Vice President, Research and Development
Vice President, Quality and Production
53
56
68
49
62
50
43
40
42
66
(1) Member of the audit committee.
(2) Member of the nominating and corporate governance committee.
(3) Member of the compensation committee.
Mr. Weidong Yin has served as our chairman, president, chief executive officer and secretary since September 2003. He previously
worked as a medical doctor in infectious disease at the China Center for Disease Control and Prevention, Tangshan City, Hebei
province. Mr. Yin has been dedicated to hepatitis research for over 20 years and was instrumental in the development of Healive. In
addition, Mr. Yin has been appointed as the principal investigator by the Chinese Ministry of Science and Technology for many key
governmental R&D programs such as Inactivated Hepatitis A Vaccine R&D, Inactivated SARS Vaccine R&D and New Human
Influenza Vaccine (H5N1) R&D. He is also the president of Zhongguancun Listed Companies Association. He obtained his MBA
from the National University of Singapore.
Mr. Simon Anderson has served as an independent director of our company since July 2004. He is a member of our audit,
compensation, and corporate governance and nominating committees. Mr. Anderson advises companies listed on North American
stock exchanges and private businesses in the areas of regulatory compliance, exchange listings and financial operations. He is a
member of the Chartered Professional Accountants of British Columbia, having qualified as a Chartered Accountant in 1986. Mr.
Anderson serves as a director of IBC Advanced Alloys Corp., which manufactures and processes alloys at its U.S. plants.
Mr. Yuk Lam Lo has served as an independent director of our company since March 2006. Mr. Lo is a member of the audit,
compensation and corporate governance and nominating committees. Currently Mr. Lo is serving as the Chairman of the Advisory
Council for Food Safety of the Food and Health Bureau HKSAR, an Executive Committee Member of the Chinese Manufacturers’
Association of Hong Kong (CMA) and Chairman of the Education Committee of CMA. Mr. Lo is also the Honorary Founding
Chairman of Hong Kong BioOrganization. In the educational area, Mr. Lo has been elected an Honorary Fellow of the Hong Kong
University of Science and Technology. He is an Honorary Chairman of Hong Kong Food Safety Association, Adjunct Professor of the
Chinese University of Hong Kong and Honorary Professor of several universities in China. Mr. Lo was heavily involved in several
committees of the HKSAR Government. He had been appointed as Director of the Hong Kong Applied R&D Fund Co. Ltd.,
Chairman of the Biotechnology Committee of the Hong Kong Industry & Technology Development Council, and Chairman of
Biotechnology Projects Vetting Committee of the Innovation and Technology Fund, HKSAR. In China, Mr. Lo is a Member of
Chinese People’s Political Consultative Conference in Jilin province, and a Consultant of the Centre for Disease Control and
Prevention of China. In the business sector, he is an Independent Director of Luye Pharma Group Limited (2186.HK) and CSPC
Pharmaceutical Group Limited (1093.HK).
Mr. Kenneth Lee is an independent director of Sinovac. He has served on our board of directors since May 2011. In July 2012, the
board appointed him as a member of the compensation committee and corporate governance and nominating committee. Mr. Lee is a
partner at SAIF Partners. SAIF Partners IV L.P. is currently the largest shareholder of Sinovac. Mr. Lee has more than 20 years of
experience across private equity investments, corporate finance, and business development in China. He is a nonexecutive director
on the boards of three Chinese portfolio companies publicly listed on the stock exchanges in the United States and Hong Kong and a
board director for four other private Chinese companies backed by SAIF Partners. Mr. Lee is a graduate of Amherst College.
67
Mr. Meng Mei has served as an independent director of our company since March 2012. Mr. Mei is the chairman of compensation
committee, and member of the audit and corporate governance and nominating committees. Mr. Mei founded TusPark, a science park
established by Tsinghua University in 1994, to incubate high growth companies. He has been the director of TusPark’s development
center since its inception. Mr. Mei is also the Chairman of TusHoldings Co., Ltd., which is engaged in the development, construction,
and management of TusPark and is providing services to enterprises based in TusPark. TusHoldings Co., Ltd. is also involved in
venture capital investments in China. Mr. Mei sits on the judging expert panel of China’s National Science & Technology Award. He
has developed courses on entrepreneurship and new venture formation as a Tsinghua University professor and an entrepreneur. Mr.
Mei holds a bachelor’s degree in automation from Tsinghua University, PRC.
Ms. Nan Wang has served as our chief financial officer since June 2013. Ms. Wang served as the vice president of Sinovac Beijing
from 2001 to 2013 where she oversaw business development, investment and clinical research. From 1988 to 1993, Ms. Wang was a
researcher in biology at the Life Science College of Peking University, PRC. From 1993 to 2001, she worked as a manager at
SinoBioway. Ms. Wang received her bachelor’s degree in biology from Peking University and her master’s degree from University of
International Business and Economics, PRC. Ms. Wang also received a diploma in financial management from Beijing College for
Entrepreneurs, PRC in 2003.
Mr. Ming Xia has served as our vice president since April 2016. Mr. Xia has served as the vice president of Sinovac Beijing since
2011 where he oversees sales and marketing departments. Mr. Xia has over 15 years’ experience in vaccine sales and marketing in
China. He joined Sinovac in 2002 and has served as Regional Sales Manager, National Sales Manager and Sales Director at Sinovac.
Mr. Xia obtained his bachelor degrees in Biochemistry at Anhui University and in International Trade at Shanghai Institute of
Foreign Trade. Mr. Xia has made significant contributions to our sales revenue growth in previous years with outstanding leadership
and performance results. He kept his top record of generating sales revenue for many years after joining Sinovac. He is a leader with
creativity and developed the sales strategy for our existing products. He is also involved in sales and marketing strategy.
Mr. Qiang Gao has served as our vice president since April 2016. Mr. Gao joined Sinovac Beijing in 2002 and has served as quality
control manager, quality assurance manager, R&D manager and R&D director at Sinovac Beijing in the past years, and the general
manager of Sinovac R&D since 2010. He is responsible for developing our new vaccine products, including EV71 vaccine. Mr. Gao
received a master’s degree and a bachelor’s degree in microbiology from the University of Agriculture, PRC.
Ms. Jing Li has served as our vice president since April 2016. Ms. Li was named as quality person of Sinovac Beijing in March 2015.
Since she joined Sinovac Beijing in 2003, she has worked in different roles in production and quality function, including quality
assurance vice manager, department manager of hepatitis A vaccine production and director of vaccine production at Sinovac
Beijing. Ms. Li is also in charge of the production of our EV71 vaccine. Ms. Li received a master’s degree in physiology from the
University of Agriculture, PRC.
B. Compensation
In 2016, the aggregate cash compensation paid to our directors and executive officers was approximately $1.99 million. No executive
officer is entitled to any severance benefits upon termination of his or her employment with our company. The bonus plan of the
executive officers is made based on our annual performance in different functions and the respective key result areas of these
functional teams. Each vice president’s bonus is determined based on the key corporate development objectives and key performance
index set by the compensation committee and approved by the board at the beginning of the year. The bonus payoff plan is approved
by the board.
Our shareholders have authorized the board of directors to administer two share incentive plans which in aggregate provide for the
issuance of up to 9,000,000 shares of common stock, including 5,000,000 shares reserved under the 2003 Stock Option Plan and
4,000,000 shares reserved under 2012 Share Incentive Plan. The following tables summarize, as of October 31, 2017, the outstanding
options and regular shares that we granted to several of our directors, executive officers, principal shareholders and to other
individuals as a group, all of which were made under our 2003 Stock Option Plan and 2012 Share Incentive Plan, respectively.
68
Name
Ming Xia
Other individual as a group
Total outstanding options
2003 Option Plan
Number of
Options
500 $
22,800
23,300 $
Exercise
Price
2.37/share December 26, 2011 December 25, 2017
Expiration Date
Grant Date
2.37/share
Name
Weidong Yin
Simon Anderson
Yuk Lam Lo
Meng Mei
Kenneth Lee
Nan Wang
Ming Xia
Qiang Gao
Jing Li
Others as a group
Subtotal
2012 Share Incentive Plan
Restricted
Shares
Number of
Options
Exercise
Price
($/Share)
Grant Date
Expiration
Date
30,000
30,000
25,000
25,000
235,500
345,500
150,000
40,000
40,000
40,000
40,000
90,000
90,000
80,000
80,000
612,100
1,262,100
4.98 May 1, 2015 April 30, 2023
4.98 May 1, 2015 April 30, 2023
4.98 May 1, 2015 April 30, 2023
4.98 May 1, 2015 April 30, 2023
4.98 May 1, 2015 April 30, 2023
4.98 May 1, 2015 April 30, 2023
4.98 May 1, 2015 April 30, 2023
4.98 May 1, 2015 April 30, 2023
4.98 May 1, 2015 April 30, 2023
4.98 May 1, 2015 April 30, 2023
4.98 May 1, 2015 April 30, 2023
Total
150,000
40,000
40,000
40,000
40,000
120,000
120,000
105,000
105,000
847,600
1,607,600
We have not set aside or accrued any amount of cash to provide pension, retirement or other similar benefits to our officers and
directors. Our PRC subsidiaries and consolidated affiliated entities as well as their subsidiaries are required by law to make
contributions equal to certain percentages of each employee’s salary for his or her retirement benefits, medical insurance benefits,
housing funds, unemployment and other statutory benefits.
2003 STOCK OPTION PLAN
Our board of directors adopted the 2003 Stock Option Plan, or the 2003 Plan, on November 1, 2003. The purpose of the plan is to
attract and retain the best available personnel for positions of substantial responsibility, provide additional incentive to employees,
directors and consultants and promote the success of our business. Our board of directors believes that our company’s longterm
success depends on our ability to attract and retain superior individuals who, by virtue of their ability, experience and qualifications,
make important contributions to our business.
Set forth below is a summary of the principal terms of the 2003 Plan.
Size of plan. We have reserved an aggregate of 5,000,000 of our common shares for issuance under the 2003 Plan. As of
October 31, 2017, options to purchase an aggregate of 23,300 of our common shares were issued and outstanding and an
aggregate of 4,120,400 common shares have been issued pursuant to options issued under the 2003 Plan.
Administration. The 2003 Plan is administered by our board of directors. The board will determine the provisions, terms and
conditions of each option grant, including without limitation the option vesting schedule or exercise installment, the option
exercise price, payment contingencies and satisfaction of any performance criteria.
Vesting schedule. The vesting schedules of options granted will be specified in the applicable option agreements.
69
Option agreement. Options granted under the 2003 Plan are evidenced by option agreements that contain, among other
things, provisions concerning exercisability and forfeiture upon termination of employment or consulting arrangements by
reason of death or otherwise, as determined by our board. In addition, the option agreement also provides no option shares
will be issued under the plan unless the Securities Act has been fully complied with.
Option term. The term of options granted under the 2003 Plan may not exceed ten years from the date of grant.
Termination of options. Where the option agreement permits the exercise of the options granted for a certain period of time
following the recipient’s termination of services with us, the options will terminate to the extent any options are not
exercised or purchased on the last day of the specified period or the last day of the original term of the options, whichever
occurs first.
Change of control. If a thirdparty acquires us through the purchase of all or substantially all of our assets, a merger or other
business combination, all outstanding stock options will become fully vested and exercisable immediately prior to such
transaction.
Termination of plans. Unless terminated earlier, the Plan will expire in 2023. Our board of directors has the authority to
terminate the 2003 Plan prior to the expiry of the plan provided that such early termination shall not affect the options then
outstanding under the plan.
2012 SHARE INCENTIVE PLAN
In August 2012, our shareholders adopted a 2012 Share Incentive Plan, or the 2012 Plan. The maximum aggregate number of common
shares which may be issued pursuant to all awards under the 2012 Plan is 4,000,000 shares. The following paragraphs describe the
principal terms of the 2012 Plan.
Types of Awards
The types of awards we may grant under the plan include the options to purchase our common shares at a specified price and in a
specified period determined by our board. Under the 2012 Plan, we may also grant awards of our (1) restricted shares, (2) restricted
share units, (3) dividend equivalents, (4) deferred shares, (5) share payments and (6) share appreciation rights under the terms and
conditions determined by our board of directors.
Eligibility
We may grant awards to the directors, officers, advisors and employees of us and our wholly owned subsidiaries and any entity which
may thereafter be established.
Plan Administration
Our board of directors will administer the plan. The board will determine the terms and conditions of each grant, including but not
limited to, the exercise, grant or purchase prices, any reload provision, any restrictions or limitations on the awards, vesting schedules,
restrictions on the exercisability of the awards, any accelerations or waivers, and any provision related to noncompetition and
recapture of gain on the awards.
Award Agreement
Awards granted under the plan will be evidenced by an award agreement that will set forth the terms, conditions and limitations for
each award. The award agreement should be signed by the employee and a director or an officer of us. Share awards may be evidenced
by way of an issuance of certificates or book entries with appropriate legends. The certificates and book entry procedures may be
subject to counsels’ advice, stoptransfer orders or other conditions or restrictions where the plan administrator deems necessary to
comply with the required laws and regulations.
70
Vesting
The 2012 Plan provides that the administrator may set the period during which an option or a share appreciation right can be
exercised and may determine that an option or a share appreciation right may not be exercised for a specified period after it is granted.
Such vesting can be based on criteria selected by the administrator. At any time after the grant of an option or a share appreciation
right, the administrator may, in its sole discretion and subject to the terms and conditions it determines, accelerate the period during
which an option or a share appreciation right vests. No portion of an option or a share appreciation right exercisable at the
termination of service of an option or a share appreciation right holder with our company or subsidiaries can become exercisable
afterwards, unless otherwise provided by the administrator. On December 16, 2016, our board of directors approved acceleration of
vesting of an additional 30% of options granted and removal of restrictions of an additional 30% of the restricted shares awarded. The
vesting periods, vesting schedules and all other terms for the unvested Options and Restricted Shares remained unchanged.
Exercise Price and Term of Awards
The exercise price per share of options granted under the 2012 Plan is determined by the plan administrator in the award agreement.
The price may be fixed or variable related to the fair market value of our ordinary shares. The term of any option granted should not
exceed ten years. However, in the case where our incentive option is granted to an individual who, at the date of grant, owns more
than ten percent of the total voting power of all classes of our shares, the price granted shall not be less than 110% of the fair market
value on the date of grant and the option is exercisable for no more than five years from the date of grant.
For common share awards granted under the 2012 Plan, namely (1) restricted shares, (2) restricted share units, (3) dividend
equivalents, (4) deferred shares, and (5) share payments, the consideration shall not be less than the par value of the shares purchased.
The terms of the share awards are set by the plan administrator in its sole discretion.
The exercise price of share appreciation right under the 2012 Plan is determined by the plan administrator and set forth in the award
agreement which may be a fixed or variable price related to the fair market value of the shares. The term of the share appreciation right
will not exceed ten years.
The approval of shareholders is required for downward adjustment of the exercise prices of options or share appreciation rights. A
downward adjustment of the exercise prices of options or share appreciation rights means (i) lowering the exercise price of
outstanding options or share appreciation rights, or (ii) cancelling outstanding options or share appreciation rights in exchange for
cash, other awards, or options or share appreciation rights with an exercise price that is less than the exercise price of the original
options or share appreciation rights.
Transfer Restrictions
The awards granted under the 2012 Plan may not be sold, pledged, assigned or transferred other than by will or the laws of descent
and distribution or, subject to the consent of the plan administrator, as required under the applicable laws.
Amendments or Termination
The 2012 Plan provides that in the event of any changes affecting our common shares or our share price, the plan administrator can
make proportional and equitable adjustments to reflect such changes. Upon or in anticipation of a corporate transaction, including
acquisition, disposal of substantially all or all assets, reverse takeover, dissolution, the plan administrator should in its discretion
provide for replacement or assumption of such award. In the event of other changes, the board of directors should in its discretion
make adjustments in the number and class of shares subject to awards outstanding on the date of such change to prevent dilution or
enlargement of rights. The 2012 Plan will expire and no further awards may be granted after the tenth anniversary of the date the plan
was adopted.
71
C. Board Practices
Board of Directors
Our Articles of Incorporation prescribe that we should have a minimum of one and a maximum of 15 directors. Currently, our board of
directors comprises five board members, four of whom are independent. A director is not required to hold any shares in the company
by way of qualification. A director may vote with respect to any contract, proposed contract or arrangement in which he is materially
interested provided that such director must disclose his interest in the contract or arrangement. There is no age limit requirement for
directors. Under Antigua law, our directors have a duty of loyalty to act honestly, in good faith and with a view to our best interests.
Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person
would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our
Articles of Incorporation and Bylaws, as amended and restated from time to time. A shareholder has the right to seek damages if a
duty owed by our directors is breached.
The functions and powers of our board of directors include, among others:
convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings;
declaring dividends and distributions;
appointing officers and determining the term of office of officers;
exercising the borrowing powers of our company and mortgaging the property of our company; and
approving the transfer of shares of our company, including the registering of such shares in our share register.
Terms of Directors and Executive Officers
Our officers are elected by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and
hold office until a successor is elected at the next annual shareholders’ meeting. A director will be removed from office automatically
if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors or (ii) dies or is
found by our company to be or becomes of unsound mind. None of our directors has a service contract with us or any of our
subsidiaries providing for benefits upon termination of employment.
Committees of the Board of Directors
Our board of directors has established an audit committee, a compensation committee and a corporate governance and nominating
committee.
Audit Committee
Our audit committee consists of Messrs. Simon Anderson, Yuk Lam Lo and Meng Mei, and is chaired by Simon Anderson, all of
whom satisfy the “independence” requirements of Rule 5605 of the NASDAQ Listing Rules and Rule 10A3 under the Securities
Exchange Act of 1934. The audit committee oversees our accounting and financial reporting processes and the audits of the financial
statements of our company. The audit committee is responsible for, among other things:
selecting our independent auditors and preapproving all auditing and nonauditing services permitted to be performed by
our independent auditors;
reviewing with our independent auditors any audit problems or difficulties and management’s response;
reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation SK under the
Securities Act;
72
discussing the annual audited financial statements with management and our independent auditors;
reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material
control deficiencies;
annually reviewing and reassessing the adequacy of our audit committee charter;
such other matters that are specifically delegated to our audit committee by our board of directors from time to time;
meeting separately and periodically with management and our internal and independent auditors; and
reporting regularly to the full board of directors.
In 2016, our audit committee held meetings or passed resolutions by unanimous written consent five times.
Compensation Committee
Our compensation committee consists of Messrs. Meng Mei, Simon Anderson, Yuk Lam Lo, and Kenneth Lee, and is chaired by Mr.
Meng Mei, all of whom satisfy the “independence” requirements of Rule 5605 of the NASDAQ Listing Rules and Rule 10C1 under
the Securities Exchange Act of 1934. Our compensation committee assists the board in reviewing and approving the compensation
structure of our directors and executive officers, including all forms of compensation to be provided to our directors and executive
officers. Members of the compensation committee are not prohibited from direct involvement in determining their own compensation.
Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The
compensation committee is responsible for, among other things:
approving and overseeing the compensation package for our executive officers;
reviewing and making recommendations to the board with respect to the compensation of our directors;
reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer,
evaluating the performance of our chief executive officer in light of those goals and objectives, and setting the compensation
level of our chief executive officer based on this evaluation; and
reviewing periodically and making recommendations to the board regarding any longterm incentive compensation or
equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.
In 2016, our compensation committee held meetings or passed resolutions by unanimous written consent three times.
Corporate Governance and Nominating Committee
Our corporate governance and nominating committee consists of Messrs. Yuk Lam Lo, Simon Anderson, Kenneth Lee and Meng Mei,
and is chaired by Mr. Yuk Lam Lo, all of whom satisfy the “independence” requirements of Rule 5605 of the NASDAQ Listing Rules.
The corporate governance and nominating committee assists the board of directors in identifying individuals qualified to become our
directors and in determining the composition of the board and its committees. The corporate governance and nominating committee is
responsible for, among other things:
identifying and recommending to the board nominees for election or reelection to the board, or for appointment to fill any
vacancy;
reviewing annually with the board the current composition of the board in light of the characteristics of independence, age,
skills, experience and availability of service to us;
73
identifying and recommending to the board the directors to serve as members of the board’s committees;
advising the board periodically with respect to significant developments in the law and practice of corporate governance as
well as our compliance with applicable laws and regulations and making recommendations to the board on all matters of
corporate governance and on any corrective action to be taken; and
monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of
our procedures to ensure proper compliance.
In 2016, our corporate governance and nominating committee held meetings or passed resolutions by unanimous written consent
once.
Interested Transactions
A director may vote in respect of any contract or transaction in which he or she is interested, provided that the nature of the interest of
any directors in such contract or transaction is disclosed by him or her at or prior to its consideration and any vote in that matter.
Remuneration and Borrowing
The directors may determine remuneration to be paid to the directors. The compensation committee assists the directors in reviewing
and approving the compensation structure for the directors. The directors may exercise all our powers to borrow money and to
mortgage or charge its undertaking, property and uncalled capital, and to issue debentures or other securities whether outright or as
security for any debt obligations of our company or of any third party.
D. Employees
As of December 31, 2016, 2015 and 2014, we had 724, 646 and 668 fulltime employees, respectively. Of our workforce as of
December 31, 2016, about 107 employees are primarily engaged in research and development, 231 employees are engaged in sales
and marketing, 331 employees in production related, and 55 employees in administration. As of December 31, 2016, we have a total
of 111 temporary employees. We consider our relationship with our employees to be good.
E. Share Ownership
The following table sets forth information with respect to the beneficial ownership of our common shares, as of December 31, 2016,
by:
each of our directors and executive officers; and
each person/organization known to us to own beneficially more than 5% of our common shares.
The calculations in the table below are based on 57,011,761 common shares outstanding as of December 31, 2016. Beneficial
ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire
within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These
shares, however, are not included in the computation of the percentage ownership of any other person.
74
Directors and Executive Officers:
Weidong Yin
Simon Anderson
Yuk Lam Lo
Meng Mei
Kenneth Lee
Nan Wang
Ming Xia
Qiang Gao
Jing Li
All directors and executive officers as a group
Principal Shareholders
SAIF Partners IV(1)
1Globe Capital LLC(2)
Chiang Li Family(3)
Samuel D. Isaly(4)
Shares Beneficially Owned
Number
%
6,124,500
70,000
70,000
20,000
20,000
150,000
173,260
160,000
95,000
6,882,760
10,780,820
9,353,092
3,459,763
2,667,500
10.74%
*
*
*
*
*
*
*
*
12.07%
18.91%
16.41%
6.07%
4.68%
Less than 1% of our common shares.
*
(1) According to the Amendment No. 6 to Schedule 13D filed with the SEC on June 27, 2017 by SAIF Partners IV L.P., SAIF IV GP,
L.P. and SAIF IV GP Capital Ltd.
(2) According to the Schedule 13D filed with the SEC on July 7, 2017.
(3) According to the Schedule 13G filed with the SEC on April 11, 2016.
(4) According to the Amendment No. 1 to 13G filed with the SEC on February 11, 2016, consists of (i) 1,219,500 common shares
beneficially owned by OrbiMed Advisors LLC and (ii) 1,448,000 common shares beneficially owned by OrbiMed Capital LLC.
OrbiMed Advisors LLC and OrbiMed Capital LLC are investment advisors, and Samuel D. Isaly is the control person of
OrbiMed Advisors LLC and OrbiMed Capital LLC.
None of our existing shareholders has different voting rights from other shareholders. We are not aware of any arrangement that may,
at a subsequent date, result in a change of control of our company.
As of December 31, 2016, 57,011,761 of our common shares were issued and outstanding. Approximately 89% of the issued and
outstanding shares were held by the record shareholders in the United States.
For the options granted to our directors, officers and employees, please refer to “— B. Compensation of Directors and Executive
Officers.”
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
Please refer to “Item 6. Directors, Senior Management and Employees — E. Share Ownership.”
B. Related Party Transactions
Privatization
On June 26, 2017, we entered into the Amalgamation Agreement with Sinovac (Cayman) Limited, or Parent, and Sinovac
Amalgamation Sub Limited, or Amalgamation Sub, a wholly owned subsidiary of Parent. Pursuant to the Amalgamation Agreement,
Parent will acquire Sinovac Biotech Ltd. for cash consideration equal to $7.00 per common share. Immediately following the
consummation of the transactions contemplated by the Amalgamation Agreement, Parent will be beneficially owned by a
consortium, or the Buyer Consortium, comprising Mr. Weidong Yin, the chairman, president and chief executive officer of Sinovac
Biotech Ltd., SAIF, CBridge Healthcare Fund II, L.P., Advantech Capital L.P., Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus
Fund VIII, L.P. Subject to the terms and conditions of the Amalgamation Agreement, at the effective time of the amalgamation,
Amalgamation Sub will be amalgamated with and into Sinovac Biotech Ltd., with Sinovac Biotech Ltd. continuing as the surviving
corporation and a wholly owned subsidiary of Parent, or the Amalgamation.
Our board of directors, acting upon the unanimous recommendation of the Special Committee, unanimously approved the
Amalgamation Agreement and the transactions contemplated by the Amalgamation Agreement, including the Amalgamation, and
resolved to recommend that our shareholders authorize and approve the Amalgamation Agreement and the transactions contemplated
by the Amalgamation Agreement, including the Amalgamation.
The Amalgamation is subject to customary closing conditions, including approval by an affirmative vote of holders of Shares
representing at least twothirds of our common shares present and voting in person or by proxy as a single class at a meeting of our
shareholders, which will be convened to consider the authorization and approval of the Amalgamation Agreement and the
transactions contemplated by the Amalgamation Agreement, including the Amalgamation, and the other closing conditions specified
in the Amalgamation Agreement. If completed, the Amalgamation will result in Sinovac Biotech Ltd. becoming a privatelyheld
company and our common shares will no longer be listed on NASDAQ.
Transaction with Yuk Lam Lo
Sinovac Hong Kong is using part of the office of Mr. Yuk Lam Lo, one of our independent directors, as its office. We do not pay any
rent to Mr. Yuk and only pay our share of the utilities and property management fees, which totaled $4,000, $4,000 and $7,000 in
2014, 2015 and 2016, respectively.
75
Transactions with Certain Directors and Affiliates
We entered into two operating lease agreements with SinoBioway, a noncontrolling shareholder of Sinovac Beijing, in 2004, to
lease Sinovac Beijing’s production plant and laboratory in Beijing with annual lease payments totaling RMB2.3 million ($0.4
million). The leases commenced on August 12, 2004 and have a term of 20 years. One of the lease agreements was amended on
August 12, 2010 to increase the rent from RMB0.5 million ($75,000) to RMB1.4 million ($0.2 million) per year.
In June 2007, we entered into another operating lease agreement with SinoBioway for an annual lease payment of RMB2.0 million
($0.3 million) to expand Sinovac Beijing’s production plant in Beijing. The lease commenced in June 2007 and has a term of 20
years.
In September 2010, we entered into another operating lease agreement with SinoBioway for an annual lease payment of RMB1.0
million ($0.2 million) to expand Sinovac R&D’s business. The lease commenced on September 30, 2010 and has a term of five years.
On April 8, 2013, we entered into three supplemental agreements with SinoBioway, under which the expiration date of three of the
operating lease agreements was extended to April 7, 2033.
Loan from a noncontrolling shareholder
In 2011, Sinovac Dalian entered into an agreement to borrow RMB20.0 million ($2.9 million) loan from its noncontrolling
shareholder, Dalian Jin Gang Group. The loan was unsecured, bearing interest at 7.2% per year. RMB4.0 million ($0.6 million) was
repaid on September 25, 2014. No repayments were made in 2016.
Share Options
See “Item 6. Directors, Senior Management and Employees — B. Compensation — 2003 Stock Option Plan” and “Item 6. Directors,
Senior Management and Employees — B. Compensation — 2012 Share Incentive Plan.”
C.
Interests of Experts and Counsel
Not applicable.
ITEM 8.
FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
We have appended consolidated financial statements filed as part of this annual report.
Legal and Administrative Proceedings
We may be subject to legal proceedings, investigations and claims relating to the conduct of our business from time to time.
The Beijing People’s Court issued five judgements in 2016 and 2017. These judgments were related to corrupt conduct allegedly
engaged in by a former official of the Center for Drug Evaluation in CFDA, his wife and his son. These judgments found that the
official and his wife had engaged in a practice of improperly soliciting and accepting payments from various individuals involved in
the vaccine products industry. According to the judgments, one of the individuals solicited by the official was Mr. Weidong Yin, our
chairman, president and chief executive officer. It was asserted in the judgments that Mr. Yin made three payments, and arranged for a
loan, to the official and his wife, in the total amount of RMB550,000 ($77,000) between 2002 and 2011. Mr. Yin was not charged
with any offense or improper conduct and he cooperated as a witness with the procuratorate. To our knowledge, no legal proceedings
or government inquiries have been made against Mr. Yin. In December 2016, our audit committee authorized the commencement of
an internal investigation into the allegations made in the judgements. The audit committee engaged Latham & Watkins as
independent counsel to assist with the investigation.
76
In June 2017, we became aware of certain judgments based on bribery charges issued by Chinese courts in four provinces against
various officials of the Chinese Center for Disease Control (the "CDC"). While these judgments appear to reflect an industrywide
investigation focused on CDC officials, they also referenced eight of the Company's former and current salespersons, together with
sales personnel from several other Chinese vaccine companies and distributors. These judgments did not name, and no charges were
brought against, the Company or any of its directors, officers or employees as defendants. The eight referenced employees cooperated
with the procuratorate. The procuratorate did not contact the Company for cooperation. Upon becoming aware of these judgments,
our Audit Committee expanded its internal investigation to review matters related to these judgments and the Company's sales
practices and policies, and further engaged Latham & Watkins to continue the independent investigation with the expanded scope.
After we publicly announced the internal investigation arising from the allegations in a research report in December 2016, we were
notified by the SEC in February of an enforcement inquiry related to the matters discussed in the report, and in April 2017 we
received a subpoena from the SEC requesting documents. Also in February 2017, we received an inquiry from NASDAQ related to
the same matter. We are cooperating with NASDAQ and the SEC investigations into these matters. In September 2017, we received
an inquiry from the Department of Justice (the “DOJ”) and we have been cooperating with the DOJ.
We take these matters very seriously and are committed to conducting business in compliance with all applicable laws. However, at
this time, we are unable to predict, what, if any, action may be taken by NASDAQ, the SEC and the DOJ or any penalties or remedial
measures these agencies may seek, but intend to continue to cooperate with these agencies. Any determination that our operations or
activities are not in compliance with existing laws or regulations could result in the imposition of fines, civil and criminal penalties,
and equitable remedies, including disgorgement or injunctive relief. We cannot reasonably estimate the potential liability, if any,
related to these matters resulting from any proceedings that may be commenced by the SEC or any other governmental authorities.
On July 3, 2017, a securities class action complaint was filed in the U.S. District Court for the District of New Jersey against the
Company and three of its current and former officers: Mr. Weidong Yin, the Company's current chief executive officer, Ms. Nan Wang,
the Company's current chief financial officer, and Mr. Danny Chung, the Company's former chief financial officer. The complaint
asserts that statements in the Company's annual filings for fiscal years 2012 through 2015 were false and misleading because they
failed to disclose matters relating to the alleged bribery incidents, among other allegations. On September 6, 2017, the plaintiff has
filed the notice of voluntary dismissal. The Court granted the dismissal without prejudice.
On July 12, 2017, an alleged shareholder of the Company filed a putative class action complaint in the Supreme Court of the State of
New York against the Company, its directors, and certain entities related to the Amalgamation. The complaint alleges that the
Company’s directors breached their fiduciary duties by, among other things, entering into a selfdealing transaction at a price below
fair value and failing to take steps to maximize the value of the Company. The complaint also alleges that the Company aided and
abetted those alleged breaches of fiduciary duty. The complaint seeks, among other things, an injunction preventing completion of
the Amalgamation, rescission of the Amalgamation to the extent it is implemented, damages, and attorneys’ fees. The Company is
vigorously defending this lawsuit; however, the Company cannot predict or estimate an outcome or economic burden for this case at
this time.
Dividend Policy
We have never declared or paid any dividends, nor do we have any present plan to pay any cash dividends on our common shares in
the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and
expand our business.
Our board of directors has complete discretion on whether to pay dividends. Even if our board of directors decides to pay dividends,
the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general
financial condition, contractual restrictions and other factors that the board of directors may deem relevant. Cash dividends on our
common shares, if any, will be paid in U.S. dollars.
77
We are a holding company, and we rely on the dividends paid by our majorityowned subsidiaries, Sinovac Beijing and Sinovac
Dalian, wholly owned subsidiaries Sinovac R&D and Sinovac Biomed through Sinovac Hong Kong, for our cash needs, including
the funds necessary to pay any dividends and other cash distributions to our shareholders, service any debt we may incur and pay our
operating expenses. The payment of dividends in China is subject to limitations. Regulations in the PRC currently permit payment of
dividends by our PRC subsidiaries only out of accumulated profits as determined in accordance with accounting standards and
regulations in China. In accordance with the regulations in China, Sinovac Beijing, Sinovac Dalian, Sinovac R&D and Sinovac
Biomed are required to set aside at least 10% of its aftertax profits each year to contribute to its reserve fund until the accumulated
balance of such reserve fund reaches 50% of the registered capital of each company. Sinovac Beijing, Sinovac Dalian, Sinovac R&D
and Sinovac Biomed are required to set aside, at the discretion of their respective board of directors, a portion of its aftertax profits to
their employee welfare and bonus funds.
Furthermore, pursuant to the double tax arrangement between Hong Kong and PRC, dividends paid by a foreigninvested enterprise
in China to its direct holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% (if the foreign
investor owns directly at least 25% of the shares of the foreigninvested enterprise for a period greater than 12 months), or otherwise
10%. Whether the favorable rate will be applicable to dividends received by Sinovac Hong Kong from our PRC subsidiaries is
subject to the approval of the PRC tax authorities because it is unclear whether Sinovac Hong Kong is considered as the beneficial
owner of the dividends in substance. The PRC tax authorities have discretion to assess whether a recipient of the PRCsourced income
is only an agent or a conduit, or lacks the requisite amount of business substance, in which case the application of the tax arrangement
may be denied. This withholding tax imposed on dividends paid to us by our PRC subsidiaries would reduce our net income
attributable to the shareholders. In May 2012, Sinovac Hong Kong was granted by the local tax bureau the preferential dividend
withholding tax rate of 5% on dividends declared by Sinovac Beijing for three years from 2012 to 2014. The State Administration of
Taxation has the authority to reassess the approval of the preferential dividend withholding tax rate granted by the local tax bureau.
The preferential dividend withholding tax rate expired in 2014. The dividends received by Sinovac Hong Kong from its PRC
subsidiaries are subject to a withholding tax rate of 10%.
B. Significant Changes
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited
consolidated financial statements included in this annual report.
ITEM 9.
THE OFFER AND LISTING
A. Offer and Listing Details
The table below sets forth, for the periods indicated, the high and low trading prices on the NASDAQ Global Market and the
NASDAQ Global Select Market for our common shares.
Annual High and Low
2012
2013
2014
2015
2016
Quarterly High and Low
First quarter 2015
Second Quarter 2015
Third Quarter 2015
Fourth Quarter 2015
First Quarter 2016
Second Quarter 2016
Third Quarter 2016
Fourth Quarter 2016
First Quarter 2017
Second Quarter 2017
Third Quarter 2017
Monthly High and Low
May 2017
June 2017
July 2017
August 2017
September 2017
$
Trading Price
High
Low
3.50 $
6.57
8.14
6.18
7.16
5.36
5.89
6.00
6.18
7.16
6.45
6.01
6.45
6.05
6.92
7.16
5.62
6.92
6.94
6.93
7.16
1.64
3.00
4.51
4.56
4.38
4.56
4.85
4.90
4.95
4.38
5.61
5.50
5.25
5.50
4.60
6.50
4.60
5.22
6.61
6.50
6.71
October 2017
November 2017 (through November 21)
7.29
7.84
6.81
6.96
78
B. Plan of Distribution
Not applicable.
C. Markets
Our common shares have been listed on the NASDAQ Global Select Market since January 3, 2011 under the symbol “SVA.”
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
We are an Antiguan company with limited liability and our affairs are governed by our Articles of Incorporation, Bylaws and the
International Business Corporation Act. The following are summaries of material provisions of our Articles of Incorporation, Bylaws
and the International Business Corporations Act.
General
All of our outstanding common shares are fully paid and nonassessable. The common shares are issued in registered form. Holders of
common shares are entitled to receive share certificates. Our shareholders who are nonresidents of Antigua may freely hold and vote
their common shares.
Dividends
The holders of our common shares are entitled to such dividends as may be declared by our board of directors subject to the
International Business Corporations Act.
Voting Rights
Each common share is entitled to one vote on all matters upon which the common shares are entitled to vote.
A quorum required for a meeting of shareholders consists of shareholders who hold at least a majority of our shares at the meeting
present in person or by proxy. Shareholders’ meetings are held annually and may be convened by our board of directors on its own
initiative or upon a request to the directors by shareholders holding in aggregate at least five percent of our issued share capital.
Advance notice of at least 21 days is required for the convening of our annual general meeting and other shareholders meetings.
79
Unless the International Business Corporations Act otherwise requires, resolutions to be passed by the shareholders requires a simple
majority vote. Important matters such as changes to our Bylaws require a resolution passed by a vote of shareholders holding a
majority of all the outstanding and issued shares.
Transfer of Common Shares
Our shareholders may transfer common shares by endorsing the relevant share certificates, completing a share transfer form or by other
proper evidence of succession, assignment or authority to transfer.
Liquidation
On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of common shares), assets
available for distribution among the holders of common shares shall be distributed among the holders of the common shares on a pro
rata basis. If our assets available for distribution are insufficient to repay all of the paidup capital, the assets will be distributed so that
the losses are borne by our shareholders proportionately.
Inspection of Books and Records
Holders of our common shares will have no general right under Antigua law to inspect or obtain copies of our list of shareholders or
our corporate records. They may, however, access such corporate information as is publicly available in the Companies Registry in St.
John’s, Antigua. We will also provide our shareholders with annual audited consolidated financial statements.
Changes in Capital
We may from time to time by a resolution passed by a majority of the shares entitled to vote:
increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution may prescribe;
consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;
subdivide our existing shares, or any of them into shares of a smaller amount provided that in the subdivision the proportion
between the amount paid and the amount, if any unpaid on each reduced share shall be the same as it was in case of the share
from which the reduced share is derived; and
cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person
and diminish the amount of our share capital by the amount of the shares so cancelled.
We may by special resolution reduce our share capital and any capital redemption reserve in any manner authorized by law.
Differences in Corporate Law
The International Business Corporations Act is modeled after English law but does not follow many recent English law statutory
enactments. In addition, the International Business Corporations Act differs from laws applicable to United States corporations and
their shareholders. Set forth below is a summary of the significant differences between the provisions of the International Business
Corporations Law applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.
80
Mergers and Similar Arrangements
Antigua and Barbuda law does not provide for mergers as that expression is understood under United States corporate law. However,
there are statutory provisions for amalgamation that facilitate the consolidation of companies, provided that the arrangement is
approved by a majority number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in
addition represent twothirds in value of each such class of shareholders or creditors, as the case may be, that are present and voting
either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently
the arrangement may be, but is not required to be, sanctioned by the High Court of Antigua and Barbuda. While a dissenting
shareholder has the right to express to the court his view that the transaction ought not to be approved, the court can be expected to
approve the arrangement if it determines that:
the statutory provisions as to the dual majority vote have been met;
the shareholders have been fairly represented at the meeting in question;
the arrangement is such that a businessman would reasonably approve; and
the arrangement is not one that would more properly be sanctioned under some other provision of the International Business
Corporations Act.
When a takeover offer is made and accepted (within four months) by holders of 90% of the shares affected, the offerer may, within a
twomonth period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be
made to the High Court of Antigua and Barbuda but this is unlikely to succeed unless there is evidence of fraud, bad faith or
collusion.
If the arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal
rights, which would otherwise ordinarily be available to dissenting shareholders of United States corporations, providing rights to
receive payment in cash for the judicially determined value of the shares.
Shareholders’ Suits
We are not aware of any reported class action or derivative action having been brought in a court in Antigua and Barbuda. In
principle, the company itself will normally be the proper claimant in actions against directors, and derivative actions may not
generally be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of
persuasive authority in Antigua and Barbuda, there are exceptions to the foregoing principle, including when:
a company acts or proposes to act illegally or ultra vires;
the act complained of, although not ultra vires, required a special resolution, which was not obtained; and
those who control the company are perpetrating a “fraud on the minority.”
Directors’ Fiduciary Duties
Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This
duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the
care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of,
and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty
requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his
corporate position for personal gain or advantage. This duty prohibits selfdealing by a director and mandates that the best interest of
the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and
not shared by the shareholders generally.
In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the
action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of
the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural
fairness of the transaction, and that the transaction was of fair value to the corporation. As a matter of Antigua and Barbuda law, a
director of an Antigua and Barbuda company is in the position of a fiduciary with respect to the company and therefore it is
considered that he owes the following duties to the company — a duty to act bona fide in the best interests of the company, a duty
not to make a profit out of his position as director (unless the company permits him to do so) and a duty not to put himself in a
position where the interests of the company conflict with his personal interest or his duty to a thirdparty.
A director of an Antigua and Barbuda company owes to the company a duty to act with skill and care. It was previously considered
that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a
person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard
with regard to the required skill and care and these authorities are likely to be followed in Antigua and Barbuda.
81
Shareholder Action by Written Consent
Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by
amendment to its certificate of incorporation. Antigua and Barbuda law and our Bylaws provide that shareholders may approve
corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled
to vote on such matter at a general meeting without a meeting being held.
Shareholder Proposals
Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of
shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the
board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from
calling special meetings. Antigua and Barbuda law and our Bylaws allow our shareholders holding not less than five per cent of the
paid up voting share capital of the company to requisition a shareholder’s meeting. We are obligated under our Bylaws and the
International Business Corporations Act to call shareholders’ annual general meetings.
Cumulative Voting
Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s
certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority
shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled
on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under
Antigua and Barbuda law, our Bylaws will not provide for cumulative voting. As a result, our shareholders are not afforded any less
protections or rights on this issue than shareholders of a Delaware corporation.
Removal of Directors
Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with
the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under
our Bylaws, directors can be removed by a majority vote of the shareholders.
Transactions with Interested Shareholders
The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations
whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of
incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years
following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who
or which owns or owned 15% or more of the target’s outstanding voting stock within the past three years. This has the effect of
limiting the ability of a potential acquirer to make a twotiered bid for the target in which all shareholders would not be treated
equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested
shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming
an interested shareholder. This encourages any potential acquirer of a Delaware public corporation to negotiate the terms of any
acquisition transaction with the target’s board of directors.
82
Antigua and Barbuda law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the
Delaware business combination statute. However, although Antigua and Barbuda law does not regulate transactions between a
company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of
the company and not with the effect of constituting a fraud on the minority shareholders.
Dissolution; Winding Up
Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be
approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board
of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware
corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated
by the board. Under the International Business Corporations Law, our company may be dissolved, liquidated or wound up only by
the vote of holders of twothirds of our shares voting at a meeting or the unanimous written resolution of all shareholders.
Variation of Rights of Shares
Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of
the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Antigua and Barbuda law and
our Bylaws, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with
the vote at a class meeting of holders of twothirds of the shares of such class or unanimous written resolution.
Amendment of Governing Documents
Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority
of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Antigua and
Barbuda law, our Bylaws may only be amended with the vote of holders representing a majority of all our shares voting issued and
outstanding or the unanimous written resolution of all shareholders. Bylaws can be amended by a vote or unanimous written
resolution of the directors.
Indemnification of Directors and Executive Officers and Limitation of Liability
Antigua and Barbuda law does not limit the extent to which a company’s bylaws may provide for indemnification of officers and
directors, except to the extent any such provision may be held by the Antigua and Barbuda courts to be contrary to public policy,
such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Bylaws permit
indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses
or damages arise from negligence or illegal action of such directors or officers. This standard of conduct is generally the same as
permitted under the Delaware General Corporation Law to a Delaware corporation. In addition, we have entered into indemnification
agreements with our directors and senior executive officers that provide such persons with additional indemnification beyond that
provided in our Bylaws.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons
controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable as a matter of United States law.
We have obtained directors and officers insurance providing indemnification for our directors for certain liabilities.
83
Antitakeover Provisions in the Bylaws
Some provisions of our Bylaws may discourage, delay or prevent a change in control of our company or management that
shareholders may consider favorable, including provisions that authorize our board of directors to issue preferred shares in one or
more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote
or action by our shareholders.
However, under Antigua and Barbuda law, our directors may only exercise the rights and powers granted to them under our Bylaws
for what they believe in good faith to be in the best interests of our company.
Rights of Nonresident or Foreign Shareholders
There are no limitations imposed by our Bylaws on the rights of nonresident or foreign shareholders to hold or exercise voting rights
on our shares. In addition, there are no provisions in our Bylaws governing the ownership threshold above which shareholder
ownership must be disclosed.
C. Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item
4. Information on the Company” or elsewhere in this annual report on Form 20F.
D. Exchange Controls
Foreign Currency Exchange
Pursuant to the Foreign Currency Administration Rules promulgated in 1996 and amended in 1997 and various regulations issued by
SAFE and other relevant PRC government authorities, renminbi is freely convertible only to the extent of current account items, such
as trade related receipts and payments, interest and dividends. Capital account items, such as direct equity investments, loans and
repatriation of investment, require the prior approval from SAFE or its local counterpart for conversion of renminbi into a foreign
currency, such as U.S. dollars, and remittance of the foreign currency outside the PRC.
Payments for transactions that take place within PRC must be made in renminbi. Unless otherwise approved, PRC companies must
repatriate foreign currency payments received from abroad. Foreigninvested enterprises may retain foreign exchange in accounts with
designated foreign exchange banks subject to a cap set by SAFE or its local counterpart. Unless otherwise approved, domestic
enterprises must convert all of their foreign currency receipts into renminbi.
E. Taxation
Antigua and Barbuda Taxation
We and our securities holders, other than those resident in Antigua and Barbuda, are exempt from Antigua and Barbuda income,
corporation or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax. We are not subject to
stamp or other similar duty on the issuance, transfer or redemption of our common shares. Under Section 276 of the International
Business Corporations Act of Antigua and Barbuda, the tax exemption we and our securities holders currently enjoy will continue in
effect for a period of 50 years from our date of incorporation, which is March 1, 1999. No reciprocal income tax treaty affecting us
exists between Antigua and Barbuda and the United States.
United States Federal Income Taxation
The following discussion describes the material U.S. federal income tax consequences to U.S. Holders (as defined below) under
current law of an investment in our common shares. This discussion applies only to U.S. Holders that hold our common shares as
capital assets (generally, property held for investment) and have the U.S. dollar as their functional currency. This discussion is based
on the tax laws of the United States as in effect on the date of this annual report and on U.S. Treasury regulations in effect or, in some
cases, proposed as of the date of this annual report, as well as judicial and administrative interpretations thereof available on or before
such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax
consequences described below. The following discussion does not address all U.S. federal income tax consequences relevant to a U.S.
Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income.
84
The following discussion does not deal with the tax consequences to any particular investor or to persons in special tax situations
such as:
banks and other financial institutions;
insurance companies;
regulated investment companies;
real estate investment trusts;
brokerdealers;
traders that elect to use a marktomarket method of accounting;
U.S. expatriates;
taxexempt entities;
persons liable for alternative minimum tax;
persons holding a common share as part of a straddle, hedging, conversion or integrated transaction;
persons that actually or constructively own 10% or more of the total combined voting power of all classes of our voting
stock;
partnerships or other passthrough entities, or persons holding our common shares through such entities; or
persons who acquired our common shares pursuant to the exercise of any employee share option or otherwise as
compensation.
INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL
INCOME TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE ESTATE AND GIFT, STATE, LOCAL
AND FOREIGN TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR
COMMON SHARES.
The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are a beneficial owner
of our common shares and you are, for U.S. federal income tax purposes:
an individual who is a citizen or resident of the United States;
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the
laws of the United States, any state thereof or the District of Columbia;
an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S.
persons for all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be
treated as a U.S. person.
85
If a partnership (or other entity taxable as a partnership for U.S. federal income tax purposes) is a beneficial owner of our common
shares, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the
partnership.
Taxation of Dividends and Other Distributions on Our Common Shares
Subject to the PFIC rules discussed below, the gross amount of any distributions we make to you with respect to our common shares
generally will be includible in your gross income in the year received as dividend income to the extent the distribution is paid out of
our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent the amount of
the distribution exceeds our current and accumulated earnings and profits, such excess amount will be treated first as a taxfree return
of your tax basis in your common shares, and then, to the extent such excess amount exceeds your tax basis, as capital gain. We
currently do not, and we do not intend to, calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S.
Holder should expect that a distribution will generally be reported as a dividend even if that distribution would otherwise be treated
as a nontaxable return of capital or as capital gain under the rules described above. Any dividends we pay will not be eligible for the
dividendsreceived deduction allowed to corporations in respect of dividends received from U.S. corporations.
With respect to certain noncorporate U.S. Holders, including individual U.S. Holders, dividends may constitute “qualified dividend
income” eligible to be taxed at the preferential rate applicable to capital gains, provided that (1) our common shares are readily
tradable on an established securities market in the United States, or we are eligible for the benefits of a qualifying income tax treaty
with the United States that includes an exchange of information program, (2) we are neither a PFIC nor treated as such with respect to
you (as discussed below) for the taxable year in which the dividend is paid or the preceding taxable year and (3) certain holding
period requirements are met. Under U.S. Revenue Service authority, common shares are considered for the purpose of clause (1) above
to be readily tradable on an established securities market in the United States if they are listed on the NASDAQ Global Select
Market, as our common shares are. If we are treated as a “resident enterprise” for PRC tax purposes under the EIT Law (see “Item 10.
Additional Information — E. Taxation — PRC Taxation”), we may be eligible for the benefits of the income tax treaty between the
United States and the PRC. You should consult your tax advisors regarding the availability of the lower capital gains rate applicable
to qualified dividend income for dividends paid with respect to our common shares.
Dividends generally will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as
qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the U.S.
foreign tax credit limitation generally will be limited to the gross amount of the dividend, multiplied by the reduced tax rate
applicable to qualified dividend income and divided by the highest tax rate that would be applicable to dividends if not for the
reduced tax rate applicable to qualified dividend income. The limitation on foreign taxes eligible for credit is calculated separately
with respect to specific classes of income. For this purpose, dividends distributed by us with respect to our common shares generally
will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.”
If PRC withholding taxes apply to dividends paid to you with respect to the common shares (see “Item 10. Additional Information —
E. Taxation — PRC Taxation”), subject to certain conditions and limitations, such PRC withholding taxes may be treated as foreign
taxes eligible for credit against your U.S. federal income tax liability. The rules relating to the determination of the foreign tax credit
are complex, and you should consult your tax advisors regarding the availability of a foreign tax credit in your particular
circumstances.
Taxation of Disposition of Our Common Shares
Subject to the PFIC rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition
of a common share equal to the difference between the amount realized for the common share and your tax basis in the common share.
Your tax basis in our common shares will generally equal the cost of such shares. The gain or loss generally will be capital gain or
loss. If you are a noncorporate U.S. Holder, including an individual U.S. Holder, who has held the common share for more than one
year, you will be eligible for reduced tax rates. The deductibility of capital losses is subject to limitations.
86
Any gain or loss you recognize on a disposition of our common shares generally will be treated as U.S. source income or loss for
foreign tax credit limitation purposes. However, if we are treated as a resident enterprise for PRC tax purposes and PRC tax may be
imposed on any gain from the disposition of the common shares in accordance with the income tax treaty between the United States
and the PRC (see “Item 10. Additional Information — E. Taxation — PRC Taxation”), a U.S. Holder that is eligible for the benefits of
the income tax treaty between the United States and the PRC may elect to treat the gain as PRC source income. You should consult
your tax advisors regarding the proper treatment of gain or loss in your particular circumstances.
Passive Foreign Investment Company
Based on the market price of our common shares, the value of our assets, and the composition of our income and assets, we do not
believe we were a PFIC for U.S. federal income tax purposes for our taxable year ended December 31, 2016.
A nonU.S. corporation will be a PFIC for any taxable year if either:
at least 75% of its gross income for such year is passive income, or
at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is
attributable to assets that produce passive income or are held for the production of passive income.
For purposes of the PFIC rules, passive income includes, among other things, dividends, interest, royalties, rents, annuities, and net
gains from certain commodity and foreign currency transactions, subject to certain exceptions. Passive income generally does not
include rents and royalties derived from the active conduct of a trade or business (other than from a related person). We will be treated
as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which
we own, directly or indirectly, at least 25% (by value) of the stock.
We must make a separate determination after the close of each year as to whether we were a PFIC for that year. The composition of our
income and assets will be affected by how, and how quickly, we use any cash we generate from our operations or raise in any offering.
Because the value of our assets for purposes of the PFIC test will generally be determined by reference to the market price of our
common shares, fluctuations in the market price of our common shares may cause us to become a PFIC for any subsequent year. If we
are a PFIC for any year during which you hold our common shares, we generally will continue to be treated as a PFIC with respect to
you for all succeeding years during which you hold our common shares, unless we cease to be a PFIC and you make a “deemed sale”
election with respect to our common shares. If such election is made, you will be deemed to have sold common shares you hold at
their fair market value and any gain from such deemed sale would be subject to the rules described in the following two paragraphs.
After the deemed sale election, your common shares with respect to which such election was made will not be treated as shares in a
PFIC unless we subsequently become a PFIC.
For each taxable year we are treated as a PFIC with respect to you, you will be subject to special tax rules with respect to any “excess
distribution” you receive and any gain you recognize from a sale or other disposition (including a pledge) of the common shares,
unless you make a “marktomarket” election as discussed below. Distributions you receive in a taxable year that are greater than
125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period
for the common shares before the current year will be treated as an excess distribution. Under these special tax rules:
the excess distribution or recognized gain will be allocated ratably over your holding period for the common shares;
the amount allocated to the current taxable year, and any taxable years in your holding period prior to the first taxable year
in which we became a PFIC, will be treated as ordinary income; and
87
the amount allocated to each other year will be subject to the highest income tax rate in effect for individuals or
corporations, as applicable, for each such year, and the interest charge generally applicable to underpayments of tax will be
imposed on the resulting tax attributable to each such year.
The tax liability for amounts allocated to years prior to the year of disposition or excess distribution cannot be offset by any net
operating losses for such years, and gains (but not losses) from a sale or other disposition of the common shares are not taxed at
reduced tax rates, even if you hold the common shares as capital assets.
If we are treated as a PFIC with respect to you for any taxable year, to the extent any of our subsidiaries are also PFICs or we make
direct or indirect equity investments in other entities that are PFICs, you will be deemed to own shares in such lowertier PFICs
directly or indirectly owned by us in the proportion that the value of the common shares you own bears to the value of all of our
common shares, and you may be subject to the rules described in the preceding two paragraphs with respect to the shares of such
lowertier PFICs that you would be deemed to own. You should consult your tax advisors regarding the application of the PFIC rules
to any of our subsidiaries.
A U.S. Holder of marketable stock (as defined below) in a PFIC may make a marktomarket election for such stock to elect out of the
PFIC rules described above regarding excess distributions and recognized gains. If you make a marktomarket election for the
common shares, you will include in income for each year that we are a PFIC an amount equal to the excess, if any, of the fair market
value of the common shares as of the close of your taxable year over your adjusted basis in such common shares. You will be allowed
a deduction for the excess, if any, of the adjusted basis of the common shares over their fair market value as of the close of the taxable
year. However, deductions will be allowable only to the extent of any net marktomarket gains on the common shares included in
your income for prior taxable years. Amounts included in your income under a marktomarket election, as well as gain from the
actual sale or other disposition of the common shares will be treated as ordinary income. Ordinary loss treatment will apply to the
deductible portion of any marktomarket loss on the common shares, as well as to any loss from the actual sale or other disposition of
the common shares, to the extent that the amount of such loss does not exceed the net marktomarket gains previously included for
such common shares. Your basis in the common shares will be adjusted to reflect any such income or loss amounts. If you make a
valid marktomarket election, any distributions we make would generally be subject to the tax rules discussed above under “—
Taxation of Dividends and Other Distributions on Our Common Shares,” and the lower capital gains rate applicable to qualified
dividend income would not apply.
The marktomarket election is available only for “marketable stock,” which generally is defined as stock that is traded in greater than
de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market, as
defined in applicable U.S. Treasury regulations. Our common shares are listed on the NASDAQ Global Select Market, which is a
qualified exchange or other market for these purposes. Consequently, if the common shares remain listed on the NASDAQ Global
Select Market and are regularly traded, and you are a holder of common shares, we expect the marktomarket election would be
available to you if we become a PFIC. Because a marktomarket election cannot be made for equity interests in any lowertier PFICs
that we own, a U.S. Holder may continue to be subject to the PFIC rules described above regarding excess distributions and
recognized gains with respect to its indirect interest in any investments held by us that are treated as an equity interest in a PFIC for
U.S. federal income tax purposes.
Alternatively, a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election with respect to such corporation to elect
out of the PFIC rules described above regarding excess distributions and recognized gains. A U.S. Holder that makes a qualified
electing fund election with respect to a PFIC will generally include in income such holder’s pro rata share of the corporation’s income
on a current basis. However, you may make a qualified electing fund election with respect to your common shares only if we furnish
you annually with certain tax information, and we currently do not intend to prepare or provide such information.
Each U.S. shareholder of a PFIC is required to file an annual report containing such information as the U.S. Treasury requires. If we
become a PFIC, you should consult your tax advisors regarding any reporting requirements that may apply to you.
88
You are urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our common shares.
Information Reporting and Backup Withholding
Dividend payments with respect to our common shares and proceeds from the sale, exchange or redemption of our common shares
may be subject to information reporting to the Internal Revenue Service and possible U.S. backup withholding at a current rate of
28%. Backup withholding will not apply, however, to a U.S. Holder that furnishes a correct taxpayer identification number and
makes any other required certification on Internal Revenue Service Form W9 or that is otherwise exempt from backup withholding.
U.S. Holders that are required to establish their exempt status generally must provide such certification on Internal Revenue Service
Form W9. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup
withholding rules.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal
income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the
appropriate claim for refund with the Internal Revenue Service and furnishing any required information in a timely manner.
Additional Reporting Requirements
Certain U.S. Holders who are individuals are required to report information relating to an interest in our common shares, subject to
certain exceptions (including an exception for common shares held in accounts maintained by certain financial institutions). U.S.
Holders should consult their tax advisors regarding the effect, if any, of these rules on their ownership and disposition of our common
shares.
PRC Taxation
Under the EIT Law, enterprises established under the laws of nonPRC jurisdictions but whose “de facto management body” is
located in China are considered “resident enterprises” for PRC tax purposes. Under the implementation regulations issued by the State
Council relating to the EIT Law, “de facto management bodies” are defined as the bodies that have material and overall management
control over the business, personnel, accounts and properties of an enterprise. In 2009, the State Administration of Taxation issued a
circular, known as Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a
PRCcontrolled offshore incorporated enterprise is located in China. Although this circular only applies to offshore enterprises
controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in
the circular may reflect the State Administration of Taxation’s general position on how the “de facto management body” text should
be applied in determining the tax resident status of all offshore enterprises. According to Circular 82, an offshore incorporated
enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de
facto management body” in China only if all of the following conditions are met: (i) the primary location of the daytoday
operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are
subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records,
company seals, and board and shareholders minutes, are located or maintained in the PRC; and (iv) at least 50% of voting board
members or senior executives habitually reside in the PRC. Substantially all of our management are currently based in China, and may
remain in China in the future. If we were treated as a “resident enterprise” for PRC tax purposes, we would be subject to PRC income
tax on our worldwide income at a uniform tax rate of 25%. Dividends received by us from our PRC subsidiaries may be exempt from
PRC withholding tax.
Under the EIT Law and its implementation regulations, dividends paid to a nonPRC investor are generally subject to a 10% PRC
withholding tax, if such dividends are derived from sources within China and the nonPRC investor is considered to be a nonresident
enterprise without any establishment or place of business within China or if the dividends paid have no connection with the nonPRC
investor’s establishment or place of business within China, unless such tax is eliminated or reduced under an applicable tax treaty.
Similarly, any gain realized on the transfer of common shares by such investor is also subject to a 10% PRC withholding tax if such
gain is regarded as income derived from sources within China, unless such tax is eliminated or reduced under an applicable tax treaty.
89
If we were considered a PRC “resident enterprise”, it is possible that the dividends we pay with respect to our common shares, or the
gain you may realize from the transfer of our common shares, would be treated as income derived from sources within China and be
subject to income tax at 10%.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are
required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20F within four
months after the end of each fiscal year. Copies of reports and other information, when so filed, may be inspected without charge and
may be obtained at prescribed rates at the public reference facilities maintained by the SEC at Judiciary Plaza, 100 F Street, N.E.,
Washington, D.C. 20549, and at the regional office of the SEC located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. The public may obtain information regarding the Washington, D.C. Public Reference Room by calling the
SEC at 1800SEC0330. The SEC also maintains a web site at www.sec.gov that contains reports, proxy and information statements,
and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private
issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy
statements, and officers, directors and principal shareholders are exempt from the reporting and shortswing profit recovery provisions
contained in Section 16 of the Exchange Act.
We will furnish the transfer agent of our common shares, with our annual reports, which will include a review of operations and
annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meetings
and other reports and communications that are made generally available to our shareholders. The transfer agent will make such
notices, reports and communications available to holders of our common shares and, upon our request, will mail to all record holders
of our common shares the information contained in any notice of a shareholders’ meeting received by the transfer agent from us.
In accordance with the NASDAQ Rules, we will post this annual report on Form 20F on our website www.sinovac.com. In addition,
we will provide hardcopies of our annual report free of charge to shareholders upon request.
I.
Subsidiary Information
For a listing of our subsidiaries, see “Item 4. Information on the Company — C. Organizational Structure.”
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Exchange Risk
Substantially all of our revenues and most of our costs and our expenses are denominated in renminbi. Our exposure to foreign
exchange risk primarily relates to cash and cash equivalents denominated in U.S. dollars as a result of our past issuances of common
shares through a private placement and proceeds from our public offering of common shares. Furthermore, the renminbi prices of some
of the materials and supplies for reagent kits that are imported from companies in the United States, Sweden and United Kingdom
may be affected by fluctuations in the value of renminbi against the currencies of those countries. We also incur professional, investor
relations, director compensation and miscellaneous fees related to our operations as a public company that are denominated in U.S.
dollars.
90
The value of the renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in
China’s political and economic conditions. The conversion of renminbi into foreign currencies, including U.S. dollars, has been based
on rates set by the People’s Bank of China. In July 2005, the PRC government changed its decadesold policy of pegging the value of
renminbi to U.S. dollars, and renminbi appreciated more than 20% against U.S. dollars over the following three years. Between July
2008 and June 2010, this appreciation subsided and the exchange rate between renminbi and U.S. dollars remained within a narrow
band. Since June 2010, renminbi has fluctuated against U.S. dollars, at times significantly and unpredictably. It is difficult to predict
how market forces or PRC or U.S. government policy may impact the exchange rate between renminbi and U.S. dollar in the future.
The PRC government has indicated that it will make effort to widen the trading band of the renminbi exchange rate, which increases
the possibility of sharp fluctuations in renminbi’s value in the future as well as the unpredictability associated with renminbi’s
exchange rate. By way of example, assuming we had converted a U.S. dollar denominated cash balance of $1.0 million as of
December 31, 2016 into renminbi at the exchange rate of $1.00 for RMB6.9430 as of December 31, 2016, such a cash balance would
have been RMB6.94 million. Assuming a 1% appreciation/depreciation of the renminbi against the U.S. dollar, such a cash balance
would have decreased/increased by RMB69,430 as of December 31, 2016.
Our financial statements are expressed in U.S. dollars but our subsidiaries’ functional currency is renminbi. The value of our shares
will be affected by the foreign exchange rate between U.S. dollars and renminbi. To the extent we hold assets denominated in U.S.
dollars, any appreciation of the renminbi against the U.S. dollar could result in a change to our statements of comprehensive income
and a reduction in the value of our U.S. dollar denominated assets. On the other hand, a decline in the value of renminbi against the
U.S. dollar could reduce the U.S. dollar equivalent amounts of our financial results, the value of your investment in our company and
the dividends we may pay in the future, if any, all of which may have a material adverse effect on the prices of our shares.
Interest Rate Risk
Our exposure to interest rate risk relates primarily to the interest expense associated with our shortterm and/or longterm bank
borrowings as well as interest income provided by excess cash invested in demand and term deposits. Such borrowing and interest
earning instruments carry a degree of interest rate risk. We have not historically used, and do not expect to use in the future, any
derivative financial instruments to manage our exposure to interest risk. We have not been exposed nor do we anticipate being
exposed to material risks due to changes in interest rates. The weighted effective interest rate on our outstanding loans was 4.73%,
4.83% and 6.22% for the years ended December 31, 2016, 2015 and 2014. A hypothetical increase or decrease in interest rates of 1%
would increase or decrease our annual interest and financing expenses by $0.4 million based on our outstanding indebtedness as of
December 31, 2016.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
A. — D. Material Modifications to the Rights of Security Holders
In March 2016, we adopted the Rights Plan. Pursuant to the Rights Plan, subject to limited exceptions, upon (i) a person or group
obtaining ownership of 15% or more of our common shares or (ii) the commencement or announcement of an intention to make a
tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person or group of 15% or
more of our common shares, in each case, without the approval of our board of directors, each Right will entitle the holders, other than
the Acquiring Person, to buy, at an exercise price of $30.00, one onethousandth of a Series A Preferred Share. Holders are entitled to
receive, in lieu of each one onethousandths of a Series A Preferred Share, common shares having a market value at that time of twice
the Right’s exercise price. Our board of directors is entitled to redeem the Rights at $0.001 per Right at any time before the Rights are
exercisable. In March 2017, we amended the Rights Plan to extend its term for a 12month period. In June 2017, we amended the
Rights Plan in connection with the execution of the Amalgamation Agreement.
91
E. Use of Proceeds
On February 2, 2010, we completed a followon public offering of our common shares. In this followon offering, we issued and sold
an aggregate of 11,500,000 common shares at $5.75 per share. The common shares offered and sold were registered pursuant to the
registration statement on Form F3 (File Number: 333163165) effective on November 30, 2010 and the registration statement on
Form F3 (File Number: 333164559) effective on January 27, 2010. UBS Securities LLC and Piper Jaffray & Co. were the
representatives of the underwriters of the offering. We received net proceeds of approximately $61.8 million, after deducting
underwriting discounts and commissions and estimated offering expenses payable by us. We have invested approximately $29.2
million in Sinovac Dalian and invested $26.8 million in Sinovac R&D to conduct research and development and other operating
activities of operational entities in PRC.
We have used the remaining net proceeds we received from this offering for the following purposes:
research and development of our product candidates; and
other general corporate purposes.
The foregoing use of our net proceeds received from the offering represents our current intentions based upon our present plans and
business condition. The amounts and timing of any expenditure will vary depending on the amount of cash generated by our
operations, competitive and technological developments and the rate of growth, if any, of our business. Accordingly, our management
will have significant discretion in the allocation of the net proceeds we received from this offering. Depending on future events and
other changes in the business climate, we may determine at a later time to use the net proceeds for different purposes, including
repayment of certain of our outstanding bank borrowings. Pending the use of the net proceeds, we intend to invest the net proceeds in
a variety of capital preservation instruments, including shortterm, investmentgrade, interestbearing instruments.
ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
In connection with the preparation of this annual report on Form 20F, we carried out an evaluation of the effectiveness of our
disclosure controls and procedures as defined in Rules 13a15(e) of the Exchange Act, as of the end of the period covered by this
annual report. Based on this evaluation, our chief executive officer and chief financial officer concluded that our system of disclosure
controls and procedures was not effective as of December 31, 2016 because of the material weaknesses described below under
“Management’s Annual Report on Internal Control over Financial Reporting.”
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission’s rule and forms and that such information required to be disclosed by
us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our
principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosures.
92
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, which is defined
in Rules 13a15(f) and 15d15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation and fair presentation of the consolidated financial statements for
external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of a company’s assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of consolidated financial statements in accordance with generally accepted accounting principles, and that a company’s receipts and
expenditures are made only in accordance with authorization of a company’s management and directors, and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could
have a material effect on the consolidated financial statements.
Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31,
2016. In making this assessment, we used the criteria established within the Internal Control —Integrated Framework (2013
Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included a review
of the documentation of controls, an evaluation of the design effectiveness of controls, the testing of the operating effectiveness of
controls and a conclusion on this evaluation. All internal control systems, no matter how well designed, have inherent limitations.
Even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance
with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate. A material weakness is a deficiency, or a combination of deficiencies, in internal control
over financial reporting, such that there is a reasonable possibility that a material misstatement to our annual or interim financial
statements will not be prevented or detected on a timely basis.
Based on our evaluation, management identified deficiencies in internal control over financial reporting that we (1) did not design
effective controls to identify, assess and review provision of nonroutine benefits for employees and the related individual income tax
withholding obligations, and (2) did not design effective controls over the expense authorization and reimbursement process to
obtain adequate supporting documentation to facilitate review and approval of expenses and to evaluate the nature of such expenses
in order to (i) assess corresponding corporate income tax impacts, if any, and (ii) prevent or detect possible noncompliance with anti
bribery and bookkeeping provisions of the Foreign Corrupt Practices Act. We concluded that each of the deficiencies represented a
material weakness as of December 31, 2016.
Based on this assessment, our management has concluded that, as of December 31, 2016, we did not maintain effective internal
control over financial reporting. These material weaknesses resulted in the restatement of our consolidated financial statements as of
December 31, 2014 and 2015 and for each of the two years in the period ended December 31, 2015. For more information about the
restatement and the related adjustments, see Note 2. “RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL
STATEMENTS” to our consolidated financial statements included elsewhere in this annual report on Form 20F.
Attestation Report of the Registered Public Accounting Firm
The attestation report issued by Ernst & Young Hua Ming LLP, our independent registered public accounting firm, who expressed an
adverse opinion on the effectiveness of internal control over financial reporting, can be found on page F4 of this annual report.
Management Remediation Plan
With oversight from the audit committee, we will engage in substantial efforts to address the abovedescribed material weaknesses
and enhance our internal control over financial reporting:
93
To address the material weakness in relation to the Company’s assessment on the nonroutine benefits for employees, we are to:
Enhance preapproval protocols of nonroutine employee benefits and establish procedures to ensure timely communication of
such benefits between our business department, human resource department and financial department;
Training and education of our human resource and tax personnel on the taxation requirements on the individual income tax
assessment over nonroutine benefits provided to employees;
Strengthen our internal audit testing function to evaluate the operating effectiveness of the controls to be implemented over
assessment of individual income tax related to nonroutine benefits provided to employees.
To address the material weakness in relation to the Company’s expense authorization and reimbursement process, we are to:
Establish new risk management and compliance functions, including a Risk Management Committee and a Sales Risk
Management Group, to provide oversight on operational risk management, including but not limited to sales related activities;
Establish gift and entertainment policies and procedures with detailed requirements in terms of types of gifts and entertainment
activities, thresholds, approvals and documentation. Implement more rigorous expense authorization and approval controls to
prevent and detect possible noncompliance with antibribery and bookkeeping provisions of the Foreign Corrupt Practices Act;
Training and education of our personnel on corporate income tax requirements over business expenses, in particular gift and
entertainment expenses, as well as the Foreign Corrupt Practices Act compliance related issues;
Strengthen our internal audit testing function to evaluate employee compliance with gift and entertainment policies, as well as to
evaluate the operating effectiveness of the controls to be implemented over the review, approval and documentation of expense
application and reimbursement process.
As we continue to evaluate and work to improve our internal control over financial reporting, management may execute additional
measures to address potential control deficiencies and to monitor the implementation process of the remediation plan described above
and will continue to review and make necessary changes to the overall design of our internal controls. We believe the material
weaknesses will be effectively remediated once the above described improved controls are implemented; however, the remediation
cannot be considered effectively conducted until the improved controls are executed effectively in the future.
Changes in Internal Control over Financial Reporting
As required by Rule 13a15(d), under the Exchange Act, our management, including our chief executive officer and chief financial
officer, has conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred
during the period covered since last report have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting. Based on this evaluation, it has been determined that there has been no change during the period covered by
this annual report.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that we have at least one audit committee financial expert serving on our audit committee. Our
audit committee financial expert is Mr. Simon Anderson. Each member of our audit committee, including Mr. Anderson, satisfies the
“independence” requirements of the NASDAQ Marketplace rule and Rule 10A3 under the Exchange Act.
94
ITEM 16B. CODE OF ETHICS
Our board of directors has adopted a code of ethics that applies to our directors, officers, employees and agents, including certain
provisions that specifically apply to our chief executive officer, chief financial officer, vice presidents and any other persons who
perform similar functions for us. We have filed our code of business conduct and ethics as an exhibit our annual report on Form 20F
(file no. 00132371) filed with the SEC on July 14, 2006, and posted the code on our website at www.sinovac.com. We hereby
undertake to provide to any person without charge, a copy of our code of business conduct and ethics within ten working days after
we receive such person’s written request.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services
rendered by Ernst & Young Hua Ming LLP, for the periods indicated below.
Audit fees(1)
Auditedrelated fees(2)
Tax fees(3)
All other fees(4)
2016
2015
$
0.7 million
0.9 million
—
—
—
—
—
—
(1) “Audit fees” means the aggregate fees billed in each of the fiscal years listed for professional services rendered by our principal
auditors for the audit of our annual financial statements included in our annual reports on Form 20F or services that are normally
provided by accountants in connection with statutory and regulatory engagements for those fiscal years.
(2) “Auditrelated fees” means the aggregate fees billed in each of the fiscal years listed for assurance and related services rendered
by our principal auditors that are reasonably related to the performance of the audit of our financial statements and are not
reported under “Audit fees.”
(3) “Tax fees” means the aggregate fees billed in each of the fiscal years listed for professional services rendered by our principal
auditors for tax compliance, tax advice, and tax planning.
(4) “All other fees” means the aggregate fees billed in each of the fiscal years listed for products and services provided by our
principal accountant, other than the services reported in the other categories.
Before our independent auditors are engaged to render any services, the terms and fees of the engagement are reviewed by the audit
committee before our audit committee grants approval. All services as described above have been approved by our audit committee.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
None.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
None.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
None.
ITEM 16G. CORPORATE GOVERNANCE
Our corporate governance practices do not differ in any significant way from those followed by domestic companies under the listing
standards of the NASDAQ Global Select Market.
95
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
PART III
ITEM 17. FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to Item 18.
ITEM 18. FINANCIAL STATEMENTS
The consolidated financial statements of our company are included at the end of this annual report.
96
ITEM 19.
EXHIBITS
Exhibit Number
1.1
Description of Document
Articles of Incorporation and Bylaws, as amended on March 21, 2006 and July 14, 2011 (incorporated by
reference to Exhibit 1.1 from our annual report on Form 20F (file no. 00132371) filed with the Securities and
Exchange Commission on April 12, 2012)
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
Translation of a Lease between Sinovac Beijing and SinoBioway related to a building of approximately 28,000
square feet, dated August 12, 2004 (incorporated by reference to Exhibit 4.1 from our annual report on Form 20
F (file no. 00132371) filed with the Securities and Exchange Commission on July 14, 2006)
Translation of a Lease between Sinovac Beijing and SinoBioway related to a building of approximately 13,300
square feet, dated August 12, 2004 (incorporated by reference to Exhibit 4.2 from our annual report on Form 20
F (file no. 00132371) filed with the Securities and Exchange Commission on July 14, 2006)
Translation of a Supplement Agreement to the Leases between Sinovac Beijing and SinoBioway (incorporated
by reference to Exhibit 4.3 from our annual report on Form 20F (file no. 00132371) filed with the Securities
and Exchange Commission on July 14, 2006)
Stock Option Plan adopted on November 1, 2003 (incorporated by reference to Exhibit 4.4 from our annual
report on Form 20F (file no. 00132371) filed with the Securities and Exchange Commission on July 14, 2006)
Form of Employment Agreement between the Registrant and Weidong Yin, dated July 7, 2006 (incorporated
by reference to Exhibit 4.5 from our annual report on Form 20F (file no. 00132371) filed with the Securities
and Exchange Commission on July 14, 2006)
Translation of Form of Employment Agreement between the Registrant or its subsidiary and any other senior
executive officers of the Registrant or its subsidiary (incorporated by reference to Exhibit 4.6 from our annual
report on Form 20F (file no. 00132371) filed with the Securities and Exchange Commission on July 14, 2006)
Form of Nondisclosure, Noncompetition and Proprietary Information Agreement between the Registrant or its
subsidiary and any other senior executive officers of the Registrant or its subsidiary (incorporated by reference
to Exhibit 4.7 from our annual report on Form 20F (file no. 00132371) filed with the Securities and Exchange
Commission on July 14, 2006)
Translation of a Lease between Sinovac Beijing and SinoBioway related to buildings of approximately 37,000
square feet, dated June 4, 2007 (incorporated by reference to Exhibit 4.8 from our annual report on Form 20F
(file no. 00132371) filed with the Securities and Exchange Commission on March 31, 2008)
Share Purchase Agreement between Sinovac Biotech Ltd. and Sansar Capital Management LLC dated January
22, 2008 (incorporated by reference to Exhibit 4.9 from our annual report on Form 20F (file no. 00132371)
filed with the Securities and Exchange Commission on March 31, 2008)
Exclusive Promotion Service Agreement between Sinovac Beijing and GlaxoSmithKline (China) Investment
Co., Ltd., dated July 30, 2007 (incorporated by reference to Exhibit 4.10 from our annual report on Form 20F
(file no. 00132371) filed with the Securities and Exchange Commission on March 31, 2008)
Equity Joint Venture Contract dated November 22, 2009 between Sinovac Hong Kong and Dalian Jin Gang
(English Translation) (incorporated by reference to Exhibit 99.1 from our current report on Form 6K (file no.
00132371) filed with the Securities and Exchange Commission on January 20, 2010)
97
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
8.1*
11.1
12.1*
12.2*
Memorandum of Understanding dated November 22, 2009 between Sinovac Hong Kong and Dalian Jin Gang
(English Translation) (incorporated by reference to Exhibit 99.2 from our current report on Form 6K (file no.
00132371) filed with the Securities and Exchange Commission on January 20, 2010)
Equity Interest Transfer Agreement dated December 17, 2009 between Sinovac Hong Kong and Dalian Jin
Gang (English Translation) (incorporated by reference to Exhibit 99.3 from our current report on Form 6K (file
no. 00132371) filed with the Securities and Exchange Commission on January 20, 2010)
Asset Acquisition Agreement dated February 10, 2010 between Sinovac Beijing and Beijing Xingchang High
tech Development Co., Ltd. (English Translation) (incorporated by reference to Exhibit 4.14 from our annual
report on Form 20F (file no. 00132371) filed with the Securities and Exchange Commission on April 16,
2010)
2012 Share Incentive Plan adopted on August 22, 2012 (incorporated by reference to Exhibit 4.15 from our
annual report on Form 20F (file no. 00132371) filed with the Securities and Exchange Commission on April
30, 2013)
Translation of a Supplemental Agreement, dated April 8, 2013, to a Lease Contract between Sinovac Beijing
and SinoBioway, dated August 12, 2004 (incorporated by reference to Exhibit 4.16 from our annual report on
Form 20F (file no. 00132371) filed with the Securities and Exchange Commission on April 30, 2013)
Translation of a Supplemental Agreement, dated April 8, 2013, to a Lease Contract between Sinovac Beijing
and SinoBioway, dated June 4, 2007 (incorporated by reference to Exhibit 4.17 from our annual report on Form
20F (file no. 00132371) filed with the Securities and Exchange Commission on April 30, 2013)
Translation of a Supplemental Agreement, dated August 12, 2010, to a Lease Contract between Sinovac
Beijing and SinoBioway, dated August 12, 2004 (incorporated by reference to Exhibit 4.18 from our annual
report on Form 20F (file no. 00132371) filed with the Securities and Exchange Commission on April 30,
2013)
Translation of a Supplemental Agreement, dated April 8, 2013, to a Lease Contract between Sinovac Beijing
and SinoBioway, dated August 12, 2004, and the Supplemental Agreement between Sinovac Beijing, Sinovac
R&D and SinoBioway, dated August 12, 2010 (incorporated by reference to Exhibit 4.19 from our annual
report on Form 20F (file no. 00132371) filed with the Securities and Exchange Commission on April 30,
2013)
Rights Agreement, dated March 28, 2016, between Sinovac Biotech Ltd. and Pacific Stock Transfer Company
(incorporated by reference to Exhibit 4.1 of our Report on Form 6K dated March 29, 2016)
List of Subsidiaries
Code of Business Conduct and Ethics (incorporated by reference to Exhibit 11.1 from our annual report on
Form 20F (file no. 00132371) filed with the Securities and Exchange Commission on July 14, 2006)
CEO Certification Pursuant to Section 302 of the SarbanesOxley Act of 2002
CFO Certification Pursuant to Section 302 of the SarbanesOxley Act of 2002
98
13.1**
13.2**
15.1*
CEO Certification Pursuant to Section 906 of the SarbanesOxley Act of 2002
CFO Certification Pursuant to Section 906 of the SarbanesOxley Act of 2002
Consent of Ernst & Young Hua Ming LLP
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Scheme Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
*
**
Filed with this annual report on Form 20F
Furnished with this annual report on Form 20F
99
The registrant hereby certifies that it meets all of the requirements for filing on Form 20F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.
SIGNATURES
Sinovac Biotech Ltd.
By:
/s/ Weidong Yin
Name: Weidong Yin
Title: Chairman and Chief Executive Officer
Date: November 22, 2017
100
SINOVAC BIOTECH LTD.
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, unless otherwise stated)
December 31, 2016 and 2015
F1
Index
Reports of Independent Registered Public Accounting Firm – Ernst & Young Hua Ming LLP
Consolidated Balance Sheets
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
F2
F3
F5
F6
F7
F10
F11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Sinovac Biotech Ltd.
We have audited the accompanying consolidated balance sheets of Sinovac Biotech Ltd. (“the Company”) as of December 31, 2016
and 2015, and the related consolidated statements of comprehensive income (loss), shareholders’ equity and cash flows for each of the
three years in the period ended December 31, 2016. These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of
Sinovac Biotech Ltd. at December 31, 2016 and 2015, and the consolidated results of its operations and its cash flows for each of the
three years in the period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.
As discussed in Note 2 to the consolidated financial statements, the 2014 and 2015 consolidated financial statements have been
restated to correct the accounting for individual income taxes withholding, corporate income taxes due to misclassification of
entertainment expenses, and certain other errors.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Sinovac
Biotech Ltd.’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our
report dated November 22, 2017, expressed that the Company has not maintained effective internal control over financial reporting as
of December 31, 2016.
/s/ Ernst & Young Hua Ming LLP
Beijing, People’s Republic of China
November 22, 2017
F3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Sinovac Biotech Ltd.
We have audited Sinovac Biotech Ltd’s internal control over financial reporting as of December 31, 2016, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the “COSO criteria”). Sinovac Biotech Ltd’s management is responsible for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting
included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or
detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment.
Management has identified material weaknesses related to: (1) lack of design of effective controls to identify, assess and review
provision of nonroutine benefits for employees and the related individual income tax withholding obligations, and (2) ineffective
design of controls over the expense authorization and reimbursement process to obtain adequate supporting documentation to
facilitate review and approval of expenses and to evaluate the nature of such expenses in order to (i) assess corresponding corporate
income tax impacts, if any, and (ii) prevent or detect possible noncompliance with antibribery and bookkeeping provisions of the
Foreign Corrupt Practices Act.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Sinovac Biotech Ltd. as of December 31, 2016 and 2015 and the related consolidated statements of
comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2016
of Sinovac Biotech Ltd. These material weaknesses were considered in determining the nature, timing and extent of audit tests
applied in our audit of the 2016 consolidated financial statements, and this report does not affect our report dated November 22,
2017, which expressed an unqualified opinion on those consolidated financial statements.
In our opinion, because of the effect of the material weaknesses described above on the achievement of the objectives of the control
criteria, Sinovac Biotech Ltd has not maintained effective internal control over financial reporting as of December 31, 2016, based on
the COSO criteria.
/s/ Ernst & Young Hua Ming LLP
Beijing, People’s Republic of China
November 22, 2017
F4
SINOVAC BIOTECH LTD.
Consolidated Balance Sheets
As of December 31, 2016 and 2015
(Expressed in thousands of U.S. dollars, except for number of shares and per share data)
ASSETS
Current assets
Cash and cash equivalents
Restricted cash (note 5)
Accounts receivable – net (notes 6 and 11 (d))
Inventories (note 7)
Prepaid expenses and deposits (including prepaid expenses to related party of 2016 $343,
2015 $352) (note 12 (b))
Deferred tax assets (note 14)
Current assets held for sale (note 4)
$
Total current assets
Property, plant and equipment (notes 9 and 11)
Prepaid land lease payments (notes 10 and 11)
Long–term inventories (note 8)
Long–term prepaid expenses (including prepaid expenses to related party of 2016 $23,
2015 $25) (note 12(b))
Prepayments for acquisition of equipment
Deferred tax assets (note 14)
Total assets
LIABILITIES AND EQUITY
Current liabilities
$
Shortterm bank loans and current portion of longterm bank loans and other debt (note 11) $
Loan from a noncontrolling shareholder (note 12 (a))
Accounts payable and accrued liabilities (note 13)
Income tax payable
Deferred revenue (note 15)
Deferred government grants (note 16)
Current liabilities held for sale (note 4)
Total current liabilities
Deferred government grants (note 16)
Longterm bank loans (note 11)
Deferred revenue (note 15)
Other noncurrent liabilities (note 14)
Total longterm liabilities
Total liabilities
Commitments and contingencies (notes 17 and 24)
EQUITY
Preferred stock
Authorized 50,000,000 shares at par value of $0.001 each
Issued and outstanding: nil
Common stock (note 18)
Authorized: 100,000,000 shares at par value of $0.001 each
Issued and outstanding: 57,011,761 (2015 – 56,906,561)
Additional paidin capital
Accumulated other comprehensive income
December 31,
2016
December 31,
2015
(Restated)
62,434 $
3,007
49,832
14,102
1,372
3,492
63,834
1,626
39,021
18,655
958
2,603
1,797
134,239
128,494
66,882
8,697
98
23
964
452
211,355 $
31,279 $
2,304
24,960
3,178
2,766
1,777
66,264
2,953
9,448
89
2,935
15,425
63,913
9,574
25
328
593
202,927
21,775
2,470
22,661
1,643
8,144
1,202
243
58,138
4,730
756
2,798
8,284
81,689
66,422
57
57
112,668
168
109,944
8,182
Statutory surplus reserves (note 20)
Accumulated deficit
Total shareholders' equity
Noncontrolling interests (note 21)
Total equity
Total liabilities and equity
14,788
(11,914)
115,767
13,450
(9,980)
121,653
13,899
14,852
129,666
136,505
$
211,355 $
202,927
The accompanying notes are an integral part of these consolidated financial statements.
F5
SINOVAC BIOTECH LTD.
Consolidated Statements of Comprehensive Income (Loss)
For the years ended December 31, 2016, 2015 and 2014
(Expressed in thousands of U.S. Dollars, except for number of shares and per share data)
Sales (note 23)
Cost of sales
Gross profit
For the year ended December 31
2015
2016
$
72,431 $
67,414 $
(Restated)
2014
(Restated)
62,932
22,393
18,408
15,476
50,038
49,006
47,456
Selling, general and administrative expenses (including rent expenses incurred to
related party of 2016 $807, 2015 $852, 2014 $869) (note 12(b))
41,980
37,481
34,338
Provision (recovery) for doubtful accounts
1,412
(49)
329
Research and development expenses – (net of 2016 $nil, 2015 $16, 2014 $nil in
government research grants)
12,648
9,490
10,934
Loss on disposal and impairment of property, plant and equipment (note 9)
478
26
74
Government grants recognized in income
Total operating expenses
Operating income
Interest and financing expenses – (including interest expenses incurred to related
party, 2016 $176, 2015 $183, 2014 $221) (note 12(a))
Interest income
Other income (expenses)
(6,984)
(1,637)
(104)
49,534
504
45,311
3,695
45,571
1,885
(1,729)
731
100
(1,920)
1,155
(174)
(3,407)
2,684
1,186
Income (loss) from continuing operations before income taxes
(394)
2,756
2,348
Income tax expense (note 14)
Income (loss) from continuing operations
Income (loss) from discontinued operations, net of tax of nil (note 4)
Net loss
(2,664)
(2,985)
(2,069)
(3,058)
2,338
(720)
(229)
(728)
(957)
279
(1,524)
(1,245)
Less: (Income) loss attributable to noncontrolling interests
124
(459)
(270)
Net loss attributable to shareholders of Sinovac
$
(596) $
(1,416) $
(1,515)
Income (loss) from continuing operations
Other comprehensive loss from continuing operations, net of tax of nil
Foreign currency translation adjustments
Comprehensive loss from continuing operations
Income (loss) from discontinued operations
Other comprehensive income (loss) from discontinued operations, net of tax of nil
Foreign currency translation adjustments
Comprehensive income (loss) from discontinued operations
Comprehensive loss
Less: comprehensive loss attributable to noncontrolling interests
Comprehensive loss attributable to shareholders of Sinovac
Earnings (loss) per share (note 22)
(3,058)
(229)
279
(8,843)
(11,901)
(4,047)
(4,276)
(2,320)
(2,041)
2,338
(728)
(1,524)
2,338 $
(338)
(1,066) $
$
(9,563)
953
(8,610)
(5,342)
82
(5,260)
(83)
(1,607)
(3,648)
35
(3,613)
Basic net income (loss) per share:
Continuing operations
Discontinued operations
Basic net loss per share
Diluted net income (loss) per share:
Continuing operations
Discontinued operations
Diluted net loss per share
(0.05)
0.04
(0.01)
(0.05)
0.04
(0.01)
(0.02)
(0.01)
(0.03)
(0.02)
(0.01)
(0.03)
0.00
(0.03)
(0.03)
0.00
(0.03)
(0.03)
Weighted average number of shares of common stock outstanding
– Basic
– Diluted
56,949,083 56,313,927 55,681,076
56,949,083 56,313,927 56,114,202
The accompanying notes are an integral part of these consolidated financial statements.
F6
SINOVAC BIOTECH LTD.
Consolidated Statements of Shareholders’ Equity
For the years ended December 31, 2016, 2015 and 2014
(Expressed in thousands of U.S. dollars, expect number of shares data)
Accumulated
other
comprehensive
income (foreign
currency
translation surplus Accumulated shareholders’ controlling Total
Statutory
Non
Total
adjustment) reserves
deficit
equity
interests equity
Common stock
Shares
Amount
Additional
paidin
capital
Balance at January 1,
2014 (As Reported)
55,570,361 $
56 $ 107,393 $
14,141 $ 11,808 $
(4,714) $
128,684 $
14,955 $143,639
Cumulative effect of
adjustments
(17)
(693)
(710)
14
(696)
Balance at January 1,
2014 (Restated)
55,570,361
56 107,393
14,124
11,808
(5,407)
127,974
14,969 142,943
Sharebased
compensation (note 19)
287
287
287
Exercise of stock
options (note 18)
Subscriptions received
(note 18)
Other comprehensive
loss
Other comprehensive
loss attributable to non
controlling interests
Other comprehensive
loss attributable to
shareholders
Net loss for the year
Net income
attributable to non
controlling interests
Net loss attributable
to shareholders of
Sinovac
Transfer to statutory
surplus reserves (note
20)
Balance, December
31, 2014
239,300
512
512
512
51
51
51
(305)
(305)
(2,098)
(2,098)
(2,098)
270
270
(1,515)
(1,515)
(1,515)
819
(819)
55,809,661
56 108,243
12,026
12,627
(7,741)
125,211
14,934 140,145
The accompanying notes are an integral part of these consolidated financial statements
F7
SINOVAC BIOTECH LTD.
Consolidated Statements of Shareholders’ Equity
For the years ended December 31, 2016, 2015 and 2014
(Expressed in thousands of U.S. dollars, expect number of shares data)
Accumulated
other
comprehensive
income (foreign
currency
translation surplus Accumulated shareholders’ controlling Total
Statutory
Non
Total
adjustment) reserves
deficit
equity
interests equity
Common stock
Shares
Amount
Additional
paidin
capital
Balance, December
31, 2014 (Restated)
Sharebased
compensation (note
19)
Exercise of stock
options (note 18)
Subscriptions received
(note 18)
2015 restricted shares
issued (note 18)
Other comprehensive
loss
Other comprehensive
loss attributable to
noncontrolling
interests
Other comprehensive
loss attributable to
shareholders
Net loss for the year
Net income
attributable to non
controlling interests
Net loss attributable
to shareholders of
Sinovac
Transfer to statutory
surplus reserves (note
20)
Balance, December
31, 2015 (Restated)
55,809,661 $
56 $ 108,243 $
12,026 $ 12,627 $
(7,741) $
125,211 $
14,934 $140,145
952
952
952
367,900
732
732
732
18
729,000
1
(1)
18
18
(541)
(541)
(3,844)
(3,844)
(3,844)
459
459
(1,416)
(1,416)
(1,416)
823
(823)
56,906,561
57 109,944
8,182
13,450
(9,980)
121,653
14,852 136,505
The accompanying notes are an integral part of these consolidated financial statements
F8
SINOVAC BIOTECH LTD.
Consolidated Statements of Shareholders’ Equity
For the years ended December 31, 2016, 2015 and 2014
(Expressed in thousands of U.S. dollars, expect for number of shares data)
Accumulated
other
comprehensive
income (foreign
currency
translation surplus Accumulated shareholders’ controlling Total
Statutory
Non
Total
adjustment) reserves
deficit
equity
interests equity
Common stock
Shares
Amount
Additional
paidin
capital
Balance, December
31, 2015 (Restated)
Sharebased
compensation (note
19)
Exercise of stock
options (note 18)
Cancellation of
outstanding shares
(note 18)
Other comprehensive
income
Other comprehensive
loss attributable to
noncontrolling
interests
Other comprehensive
loss attributable to
shareholders
Net loss for the year
Net loss attributable to
noncontrolling
interests
Net loss attributable
to shareholders of
Sinovac
Transfer to statutory
surplus reserves (note
20)
Balance, December
31, 2016
56,906,561 $
57 $ 109,944 $
8,182 $ 13,450 $
(9,980) $
121,653 $
14,852 $136,505
2,409
2,409
2,409
120,000
315
315
315
(14,800)
(829)
(829)
(8,014)
(8,014)
(8,014)
(124)
(124)
(596)
(596)
(596)
1,338
(1,338)
57,011,761 $
57 $ 112,668 $
168 $ 14,788 $
(11,914) $
115,767 $
13,899 $129,666
The accompanying notes are an integral part of these consolidated financial statements.
F9
SINOVAC BIOTECH LTD.
Consolidated Statements of Cash Flows
For the years ended December 31, 2016, 2015 and 2014
(Expressed in thousands of U.S. dollars)
For the year ended December 31
2015
2016
(Restated)
2014
(Restated)
Cash flows provided by (used in) operating activities
Income (loss) from continuing operations
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
Deferred income taxes (note 14)
Sharebased compensation (note 19)
Inventory provision (note 7)
Provision (recovery) for doubtful accounts
Loss on disposal and impairment of property, plant and equipment (note 9)
Depreciation of property, plant and equipment and amortization of licenses (note
9)
Amortization of prepaid land lease payments (note 10)
Government grants recognized in income
Accretion expenses
Changes in:
Accounts receivable
Inventories
Income tax payable
Prepaid expenses and deposits
Deferred revenue
Accounts payable and accrued liabilities
Other noncurrent liabilities
Restricted cash
Time deposits
Net cash provided by (used in) operating activities from continuing operations
Net cash used in operating activities from discontinued operations
Net cash provided by (used in) operating activities
Cash flows provided by (used in) financing activities
Proceeds from bank loans
Repayments of bank loans
Proceeds from issuance of common stock, net of share issuance costs
Proceeds from shares subscribed
Government grants received (note 16)
Repayment of loan from a noncontrolling shareholder
Net cash provided by (used in) financing activities
Cash flows used in investing activities
Proceeds from disposal of equipment
Acquisition of property, plant and equipment
Net proceeds from disposal of subsidiary
Net cash used in investing activities from continuing operations
Net cash used in investing activities from discontinued operations
Net cash used in investing activities
$
(3,058) $
(229) $
279
(1,007)
2,409
6,377
1,412
478
5,063
247
(6,984)
(15,122)
(3,025)
1,720
(436)
(4,959)
2,739
339
(1,557)
(15,364)
(95)
(15,459)
45,462
(24,850)
315
6,857
27,784
26
(12,654)
861
(11,767)
(9)
(11,776)
(333)
952
1,820
(49)
26
6,258
261
(1,637)
120
41
28
576
434
(3,639)
(298)
779
(1,677)
1,500
4,933
(722)
4,211
21,312
(46,786)
732
18
544
(16)
(24,196)
81
(5,299)
801
(4,417)
(98)
(4,515)
(225)
287
1,026
329
74
7,837
267
(104)
114
(9,691)
(6,130)
899
(506)
601
(3,493)
932
(1,500)
(9,004)
(1,123)
(10,127)
17,837
(15,962)
512
51
3,520
(649)
5,309
(10,913)
(10,913)
(90)
(11,003)
Effect of exchange rate changes on cash and cash equivalents, including cash
classified within current assets held for sale
(2,092)
(1,541)
(1,403)
Decrease in cash and cash equivalents, including cash from discontinued operation
(1,543)
(26,041)
(17,224)
Less: Net decrease in cash from discontinued operation
(143)
(82)
(500)
Decrease in cash and cash equivalents
Cash and cash equivalents, beginning of year
(1,400)
63,834
(25,959)
89,793
(16,724)
106,517
Cash and cash equivalents, end of year
$
62,434 $
63,834 $
89,793
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for income taxes
$
$
1,662 $
1,885 $
1,722 $
2,058 $
3,152
491
The accompanying notes are an integral part of these consolidated financial statements
F10
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
1.
Basis of Presentation
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in
the United States (“US GAAP”). They include the accounts of Sinovac Biotech Ltd., which is incorporated under the laws of
Antigua and Barbuda, and its wholly owned or controlled subsidiaries (collectively, the “Company”). All significant
intercompany transactions have been eliminated. Details of the Company’s subsidiaries are as follows:
Date of
incorporation or
establishment
Place of
incorporation
(or
establishment)
/operation
Percentage of
ownership as
of December
31, 2016
Percentage of
ownership as of
December 31, 2015
Principal activities
October 2008 Hong Kong
100%
Investment holding
company
100%
People’s
Republic of
China (“PRC”)
April 2001
73.09%
73.09%
February 1993
PRC
0%
100%
May 2009
PRC
100%
100%
January 2010
PRC
67.86%
55%
Research and
development,
production and sales of
vaccine products
Research and
development,
production and sales of
vaccine products
Research and
development of
vaccine products
Research and
development,
production and sales of
vaccine products
April 2015
PRC
100%
Distribution of vaccine
products
100%
Name
Sinovac Biotech
(Hong Kong) Ltd.
(“Sinovac Hong
Kong”)
Sinovac Biotech Co.,
Ltd. (“Sinovac
Beijing”) (note 21)
Tangshan Yian
Biological
Engineering Co., Ltd.
(“Tangshan Yian”)
Sinovac Biological
Technology Co., Ltd.
(“Sinovac R&D”)
Sinovac (Dalian)
Vaccine Technology
Co., Ltd. (“Sinovac
Dalian”) (note 21)
Sinovac Biomed Co.,
Ltd.
2.
Restatement of Previously Issued Consolidated Financial Statements
In connection with a transaction review for an internal investigation in response to a media article published and the
allegations in a research report that the Company’s Chief Executive Officer was involved in the bribery of the former Deputy
Director General of the Center for Drug Evaluation (“CDE”) under the Chinese Food and Drug Administration (“CFDA”)
and certain judgments based on bribery charges by Chinese courts in four provinces against officials of the Chinese Center
for Disease Control that referenced eight of the Company’s former and current salespersons, none of whom were charged with
any wrongdoing, the Company corrected the errors with respect to (i) individual income tax withheld for nonroutine
benefits for employees and (ii) the classification of entertainment expenses and the related corporate income tax impact and
has rectified these errors in the Company’s previously issued financial statements. Accordingly, the Company restated its
consolidated financial statements for the years ended December 31, 2014 and 2015.
F11
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
Individual Income Tax
The Company provides certain benefits to its employees on a nonroutine basis and incorrectly captured such expenses in the
expense accounts of office expense or conference expense. In accordance with the Law of the People’s Republic of China on
Enterprise Income Tax and Regulations for Implementation of the Law of the PRC on Individual Income Tax, such expenses
are deductible for corporate income tax purpose but the Company is required to withhold individual income taxes for
employees receiving such benefits. The Company reviewed and discovered that for certain nonroutine benefits for
employees it has not withheld related individual income tax. The individual income taxes withheld and related late payment
charges should be included in accounts payable and accrued liabilities and other noncurrent liabilities on the balance sheets
and be included in the employee expenses under the selling, general and administrative expenses and other expenses in the
statements of comprehensive income (loss).
As of December 31, 2015, the correction of the error increased accounts payable and accrued liabilities by $65, increased
other noncurrent liabilities by $560, and increased accumulated deficit by $648. For historical periods prior to 2015, the
correction of the error increased the Company’s accumulated deficit as of January 1, 2015 by $521.
For the year ended December 31, 2015, the correction of the error increased selling, general and administrative expenses by
$52 and increased other expenses by $75. For the year ended December 31, 2014, the correction of the error increased
selling, general and administrative expenses by $110 and increased other expenses by $44.
Entertainment Expenses and Related Corporate Income Tax
The Company has discovered that certain expenses previously classified as general business expenses should have been
classified as entertainment expenses. This reclassification does not impact selling, general and administrative expenses in the
Company’s consolidated financial statements, however, entertainment expenses were not deductible for corporate income
tax purposes for the amount exceeding a specific cap under the Law of the People’s Republic of China on Enterprise Income
Tax. The additional corporate income tax and late payment charges resulting from these nondeductible expenses should be
included in other noncurrent liabilities on the balance sheets and included in income tax expense and other expenses in the
statements of comprehensive income (loss).
As of December 31, 2015, the correction of the error increased other noncurrent liabilities by $1,440, and increased
accumulated deficit by $1,471. For historical periods prior to 2015, the correction of the error increased the Company’s
accumulated deficit as of January 1, 2015 by $1,131.
For the year ended December 31, 2015, the correction of the error increased income tax expenses by $285 and increased
other expenses by $55. For the year ended December 31, 2014, the correction of the error increased income tax expenses by
$674 and decreased other expenses by $5.
Other Adjustments
Along with the restatement of the Company’s consolidated financial statements in connection with the errors discussed
above, the Company has recorded adjustments for certain previously identified immaterial errors related to the periods
presented. When these financial statements were originally issued, the Company assessed their impact and concluded that
they were not material to the Company’s consolidated financial statements for the years ended December 31, 2014 and 2015.
However, in conjunction with the restatement of the Company’s consolidated financial statements described above, the
Company has determined that it would be appropriate to make adjustments for such previously unrecorded adjustments.
The combined impact of all adjustments to the applicable line items in the Company’s consolidated financial statements for
the periods presented are provided in the tables below.
A summary of the effects of the restatement on the applicable line items within the Company’s consolidated balance sheet as
of December 31, 2015 is as follows:
F12
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
Inventories
Total current assets
Property, plant and equipment
Total assets
Accounts payable and accrued liabilities
Total current liabilities
Other noncurrent liabilities
Total longterm liabilities
Total liabilities
Accumulated other comprehensive income
Accumulated deficit
Total shareholders’ equity
Noncontrolling interest
Total equity
Total liabilities and equity
Consolidated Balance Sheet as of December 31, 2015
As Reported Adjustments
$
Restated
18,685 $
128,524
63,940
202,984
22,524
58,001
756
6,242
64,243
8,110
(8,281)
123,280
15,461
138,741
202,984
(30) $
(30)
(27)
(57)
137
137
2,042
2,042
2,179
72
(1,699)
(1,627)
(609)
(2,236)
(57)
18,655
128,494
63,913
202,927
22,661
58,138
2,798
8,284
66,422
8,182
(9,980)
121,653
14,852
136,505
202,927
A summary of the effects of the restatement on the applicable line items within the Company’s consolidated statements of
comprehensive loss for the years ended December 31, 2015 and 2014 is as follows:
Consolidated Statement of Comprehensive Loss
For the year ended December 31, 2015
As Reported Adjustments
$
Cost of sales
Gross profit
Selling, general and administrative expenses
Total operating expenses
Operating income
Other income (expenses)
Income from continuing operations before income taxes
Income tax expense
Income (loss) from continuing operations
Net loss
Income attributable to noncontrolling interest
Net loss attributable to shareholders of Sinovac
Income (loss) from continuing operations
Foreign currency translation adjustments
Comprehensive loss from continuing operations
Comprehensive loss
Comprehensive (income) loss attributable to noncontrolling
interest
Comprehensive loss attributable to shareholders of Sinovac
Basic net loss per share continuing operations
Basic net loss per share attributable to shareholders of Sinovac
Diluted net loss per share continuing operations
Diluted net loss per share attributable to shareholders of Sinovac
F13
18,425 $
48,989
37,436
45,266
3,723
73
3,031
(2,516)
515
(213)
(861)
(1,074)
515
(4,137)
(3,622)
(4,688)
(298)
(4,986)
(0.01)
(0.02)
(0.01)
(0.02)
380
(274)
(0.01)
(0.01)
(0.01)
(0.01)
(17) $
17
45
45
(28)
(247)
(275)
(469)
(744)
(744)
402
(342)
(744)
90
(654)
(654)
Restated
18,408
49,006
37,481
45,311
3,695
(174)
2,756
(2,985)
(229)
(957)
(459)
(1,416)
(229)
(4,047)
(4,276)
(5,342)
82
(5,260)
(0.02)
(0.03)
(0.02)
(0.03)
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
Consolidated Statement of Comprehensive Loss
For the year ended December 31, 2014
As Reported Adjustments
$
Selling, general and administrative expenses
Total operating expenses
Operating income
Other income
Income from continuing operations before income taxes
Income tax expense
Income from continuing operations
Net loss
Income attributable to noncontrolling interest
Net loss attributable to shareholders of Sinovac
Income from continuing operations
Foreign currency translation adjustments
Comprehensive loss from continuing operations
Comprehensive loss
Comprehensive income attributable to noncontrolling interest
Comprehensive loss attributable to shareholders of Sinovac
Basic net income per share continuing operations
Basic net loss per share attributable to shareholders of Sinovac
Diluted net income per share continuing operations
Diluted net loss per share attributable to shareholders of Sinovac
34,166 $
45,399
2,057
1,312
2,646
(1,458)
1,188
(336)
(515)
(851)
1,188
(2,344)
(1,156)
(2,763)
(207)
(2,970)
0.01
(0.02)
0.01
(0.02)
172 $
172
(172)
(126)
(298)
(611)
(909)
(909)
245
(664)
(909)
24
(885)
(885)
242
(643)
(0.01)
(0.01)
(0.01)
(0.01)
Restated
34,338
45,571
1,885
1,186
2,348
(2,069)
279
(1,245)
(270)
(1,515)
279
(2,320)
(2,041)
(3,648)
35
(3,613)
0.00
(0.03)
0.00
(0.03)
A summary of the effects of the restatement on the applicable line items within the Company’s consolidated statement of
cash flows for the years ended December 31, 2015 and 2014 is as follows
Consolidated Statement of Cash Flows
for the year ended December 31, 2015
Income (loss) from continuing operations
Deferred income taxes
Depreciation of property, plant and equipment and amortization of
licenses
Inventories
Accounts payable and accrued liabilities
Other noncurrent liabilities
Time deposits
Net cash provided by operating activities from continuing
operations
Net cash provided by operating activities
Effect of exchange rate changes on cash and cash equivalents,
including cash classified within current assets held for sale
Decrease in cash and cash equivalents, including cash classified
within current assets held for sale
Decrease in cash and cash equivalents, including cash from
discontinued operation
Cash and cash equivalents, beginning of year
F14
As Reported Adjustments
$
515 $
(518)
(744) $
185
6,249
10
(434)
333
3,383
2,661
9
18
136
446
1,500
1,550
1,550
Restated
(229)
(333)
6,258
28
(298)
779
1,500
4,933
4,211
(1,491)
(50)
(1,541)
(27,541)
1,500
(26,041)
(27,459)
91,293
1,500
(1,500)
(25,959)
89,793
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
Income from continuing operations
Deferred income taxes
Depreciation of property, plant and equipment and amortization of
licenses
Accounts payable and accrued liabilities
Other noncurrent liabilities
Time deposits
Net cash provided by operating activities from continuing
operations
Net cash provided by operating activities
Effect of exchange rate changes on cash and cash equivalents,
including cash classified within current assets held for sale
Increase (decrease) in cash and cash equivalents, including cash
classified within current assets held for sale
Decrease in cash and cash equivalents, including cash from
discontinued operation
Cash and cash equivalents, end of year
3.
Significant Accounting Policies
(a)
Use of Estimates
Consolidated Statement of Cash Flows
for the year ended December 31, 2014
As Reported Adjustments
$
1,188 $
(162)
(909) $
(63)
7,829
(3,999)
454
(7,524)
(8,647)
8
506
478
(1,500)
(1,480)
(1,480)
Restated
279
(225)
7,837
(3,493)
932
(1,500)
(9,004)
(10,127)
(1,383)
(20)
(1,403)
(15,724)
(1,500)
(17,224)
(15,224)
91,293
(1,500)
(1,500)
(16,724)
89,793
In preparation of the Company’s consolidated financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the
reporting periods. Significant estimates made by management include: provision for product returns, allowance for
doubtful accounts, inventory provisions, useful lives of amortizable intangible assets, impairment of longlived
assets, fair value of options granted and related forfeiture rates, and realizability of deferred tax assets. On an
ongoing basis, management reviews its estimates to ensure that these estimates appropriately reflect changes in the
Company’s business and new information as it becomes available. If historical experience and other factors used by
management to make these estimates do not reasonably reflect future activity, the Company’s consolidated financial
statements could be materially impacted.
F15
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
(b)
Cash and Cash Equivalents
Cash equivalents consist of highly liquid investments that are readily convertible to cash generally with maturities
of three months or less when purchased.
(c)
Restricted Cash
Restricted cash is cash held as collateral for transactions the Company has entered into. As of December 31, 2016,
the balance of $3,007 represents cash collateral held as a guarantee relating to two EPI (Expanded Program on
Immunization) sales contracts, which are restricted until January and June 2017.
(d)
Accounts Receivable
The Company extends unsecured credit to its customers in the ordinary course of business and actively pursues past
due accounts. The Company estimates an allowance for doubtful accounts based on historical experience, the age of
the accounts receivable balances, credit quality of the Company’s customers, current economic conditions and other
factors that may affect its customers’ ability to pay.
(e)
Inventories
Inventories are stated at the lower of cost or replacement cost with respect to raw materials and the lower of cost or
net realizable value with respect to finished goods and work in progress. The cost of work in progress and finished
goods is determined on a weightedaverage cost basis and includes direct material, direct labor and overhead costs.
Net realizable value represents the anticipated selling price, net of distribution cost, less estimated costs to
completion for work in progress.
(f)
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Significant additions and improvements are capitalized, while
repairs and maintenance are charged to expenses as incurred. Equipment purchased for specific research and
development projects with no alternative uses are expensed. Assets under construction are not depreciated until
construction is completed and the assets are ready for their intended use. Gains and losses from the disposal of
property, plant and equipment are recorded in gain or loss on disposal and impairment of property, plant and
equipment included in the consolidated statements of comprehensive income (loss).
F16
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
Depreciation of property, plant and equipment is computed using the straightline method based on the estimated
useful lives of the assets as follows:
Plant and buildings
Machinery and equipment
Motor vehicles
Office equipment and furniture
Leasehold improvements
10 to 24 years
8 to 10 years
4 to 5 years
3 to 5 years
Lesser of useful lives and term of lease
(g)
Prepaid Land Lease Payments
Prepaid land lease payments represent amounts paid for the rights to use land in the PRC and is recorded at
purchased cost less accumulated amortization. Amortization is provided on a straightline basis over the term of the
lease agreement, which is 28 to 49 years.
(h)
Licenses
The Company capitalizes the patent payment and the purchased cost of vaccines if the vaccine has received a new
drug certificate from the China Food and Drug Administration (“CFDA”) of China. If the vaccine has not received a
new drug certificate, the purchase cost is expensed as inprocess research and development.
Licenses in relation to the production and sales of pharmaceutical products are amortized on a straightline basis
over their respective useful lives. Costs incurred to renew or extend the term of licenses are capitalized and
amortized over the license’s useful life on a straightline basis.
(i)
Impairment of LongLived Assets
Longlived assets including intangible assets subject to amortization are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying value of an asset group may not be recoverable from the
future undiscounted net cash flows expected to be generated by the asset group. An asset group is identified as
assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets.
If the asset group is not fully recoverable, an impairment loss would be recognized for the difference between the
carrying value of the asset group and its estimated fair value, based on the discounted net future cash flows or other
appropriate methods, such as comparable market values. The Company uses estimates and judgments in its
impairment tests and if different estimates or judgment had been utilized, the timing or the amount of any
impairment charges could be materially different.
(j)
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred tax
liabilities and assets are determined based on the temporary differences between the carrying values and tax bases of
assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. A
valuation allowance is provided if, based on the weight of available evidence, it is morelikelythannot that some
portion, or all, of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using
enacted tax rates and laws.
F17
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
The tax benefit from an uncertain tax position is recognized only if it is more likely than not that the tax position
will be sustained upon examination by the appropriate taxing authority, based on the technical merits of the
position. The tax benefits recognized from such a position are measured based on the amount that is greater than
50% likely of being realized upon settlement. The Company recognizes a change in available facts after the
reporting date but before issuance of the financial statements in the period when the change in facts occur, even if
that new information provides a better estimate of the ultimate outcome of an uncertainty. Liabilities associated
with uncertain tax positions are classified as long−term unless expected to be paid within one year. Interest and
penalties related to uncertain tax positions, if any, are recorded in the provision for income taxes and classified with
the related liability on the consolidated balance sheets.
(k)
Valueadded Taxes
Valueadded taxes (“VAT”) collected from customers relating to product sales and remitted to governmental
authorities are presented on a net basis. VAT collected from customers is excluded from revenue. Prior to July 1,
2014, the Company was subject to a VAT rate of 6%. Starting on July 1, 2014, the Company is subject to a VAT rate
of 3%.
(l)
Revenue Recognition
Revenue is recognized when persuasive evidence of an arrangement exists, the price is fixed and determinable,
delivery has occurred and there is a reasonable assurance of collection of the sales proceeds. The Company
generally obtains purchase authorizations from its customers for a specified amount of products at a specified price
and considers delivery to have occurred when the customer takes title of the products. The Company provides
certain customers with a right of return.
Revenue for inactivated hepatitis A, combined inactivated hepatitis A&B, seasonal influenza and enterovirus 71
vaccines are recognized when delivery has occurred and the Company can reasonably estimates return provision for
these products. The product return provisions for inactivated hepatitis A vaccine and combined inactivated
hepatitis A&B vaccine are estimated based on historical return and exchange data as well as the inventory levels
and the remaining shelf lives of the products in the distribution channels. Product return provision for enterovirus
71 vaccine is based on historical return and exchange data of hepatitis A and combined inactivated hepatitis A&B
vaccines, as well as enterovirus 71 vaccines’ inventory levels and remaining shelf lives in the distribution channels.
As of December 31, 2016, sales return provision for inactivated hepatitis A vaccine, combined inactivated hepatitis
A&B vaccine and enterovirus 71 vaccine was $5,039 (December 31, 2015 $5,900). Private pay sales return
provision of inactivated hepatitis A vaccine, combined inactivated hepatitis A&B vaccine and enterovirus 71
vaccine as a percentage of sales was 10.9% and 13.6% in 2016 and 2015, respectively. The Company does not
accept returns for hepatitis products sold under the Expanded Program on Immunization and exports. As such, no
sales returns are estimated for these sales. Product return provision for seasonal influenza vaccines is estimated based
on actual sales returns and expected sales returns up to the end of the flu season because the Company generally
accepts returns before the end of the flu season. As of December 31, 2016, sales return provision for seasonal
influenza vaccine returns was approximately $533 (December 31, 2015 $1,462).
F18
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
Revenue for mumps vaccines without a right of return provided to customers is recognized when delivery has
occurred. Revenue for mumps vaccines with a right of return provided to customers is recognized when payments
are collected from customers.
Deferred revenue is generally related to government stockpiling programs and advances received from customers.
For government stockpiling programs of H5N1 vaccines, the Company generally obtains purchase authorizations
from the government for a specified amount of products at a specified price and no rights of return are provided.
Revenue is recognized when the government takes delivery of the products. If the products expire prior to delivery,
these expired products are recognized as revenue once cash is received and the products have expired and passed
government inspection.
(m)
Shipping and Handling
Shipping and handling fees billed to customers are included in sales. Costs related to shipping and handling are
recognized in selling, general and administrative expenses in the consolidated statements of comprehensive income
(loss). For the year ended December 31, 2016, $1,654 of shipping and handling costs was included in selling,
general and administrative expenses (2015 $1,389, 2014 $1,235).
(n)
Advertising Expenses
Advertising costs are expensed as incurred and included in selling, general and administrative expenses.
Advertising costs were $3,336 for the year ended December 31, 2016 (2015 $2,777, 2014 $1,973).
(o)
Research and Development
Research and development ("R&D") costs are expensed as incurred and are disclosed as a separate line item in the
Company’s consolidated statements of comprehensive income (loss). R&D costs consist primarily of the
remuneration of R&D staff, depreciation, material, clinical trial costs as well as amortization of acquired technology
and knowhow used in R&D with alternative future uses. R&D costs also include costs associated with
collaborative R&D and inlicensing arrangements, including upfront fees paid to collaboration partners in
connection with technologies which have not reached technological feasibility and did not have an alternative
future use. Reimbursement of R&D costs for arrangements with collaboration partners is recognized when the
obligations are incurred.
Under certain R&D arrangements with third parties, the Company may be required to make payments that are
contingent on the achievement of specific development, regulatory and/or commercial milestones. Before a product
receives regulatory approval, license fees and milestone payments made to third parties are expensed as incurred.
License fees and milestone payments made to third parties after regulatory approval is received are capitalized and
amortized over the remaining life of the agreement with third parties.
F19
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
(p)
Government Grants
Government grants received from the PRC government by the PRC operating subsidiaries of the Company are
recognized when there is reasonable assurance that the amount is receivable and all the conditions specified in the
grant have been met. Government grants for R&D are recognized as a reduction to R&D expenses when the
expenses are incurred in the same period when the conditions attached to the grants are met, or recognized as
government grants recognized in income in the period when the conditions are met after the expenses are incurred.
Government grants for property, plant and equipment are deferred and recognized as a reduction to the related
depreciation and amortization expenses in the same manner as the property, plant and equipment are depreciated.
Interest subsidies are recorded as a reduction to interest and financing expenses in the consolidated statements of
comprehensive income (loss), or recorded as a reduction to interest capitalized if the subsidies granted are related to
a specific borrowing associated with building a qualifying asset. For government loans received at below market
interest rate, the difference between the face value of the loan and fair value using the effective interest rate method
is recorded as deferred government grants. Accretion expense is recorded in interest and financing expense and the
government grant will be recognized as “government grants recognized in income” in the consolidated statement of
comprehensive income (loss) when the government loan is fully repaid.
(q)
Retirement and Other Postretirement Benefits
Fulltime employees of the Company in the PRC participate in a government mandated defined contribution plan
pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and
other welfare benefits are provided to employees. Chinese labor regulations require that the Company makes
contributions to the government for these benefits based on certain percentages of the employees’ salaries. The
Company has no legal obligation for the benefits beyond the contributions. Total amounts for such employee
benefits, which were expensed as incurred was $5,473 for the year ended December 31, 2016 (2015 $5,126, 2014
$4,878).
(r)
Foreign Currency Translation and Transactions
The Company maintains their accounting records in their functional currencies, U.S. dollars (“US$”) for the
Company and Sinovac Hong Kong and Renminbi Yuan (“RMB”) for the PRC subsidiaries. The Company uses the
US$ as its reporting currency.
At the transaction date, each asset, liability, revenue and expense is remeasured into the functional currency by the
use of the exchange rate in effect at that date. At each period end, foreign currency monetary assets, and liabilities
are remeasured into the functional currency by using the exchange rate in effect at the balance sheet date. The
resulting foreign exchange gains and losses are included in selling, general and administrative expenses. The
Company recognized foreign exchange losses of $942 for the year ended December 31, 2016 (2015 $865, 2014
$690).
F20
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
Assets and liabilities of the PRC subsidiaries, Sinovac Beijing, Tangshan Yian, Sinovac R&D, Sinovac Dalian and
Sinovac Biomed are translated into US$ at the exchange rates in effect at the balance sheet date. Revenue and
expenses are translated at average exchange rates. Gains and losses from such translations are recorded in
accumulated other comprehensive income, a component of shareholders’ equity.
Losses on intraentity foreign currency transactions that are of a longterminvestment nature was $335 for the year
ended December 31, 2016 (2015 $560, 2014 $294) which was recorded in accumulated other comprehensive
income, a component of shareholders’ equity.
(s)
Sharebased Compensation
Compensation expense for costs related to all sharebased payments, including grants of stock options, is
recognized through a fairvalue based method. The Company uses the BlackScholes optionpricing model to
determine the grant date fair value for stock options. The Company uses the grant date stock price to determine the
grant date fair value of restricted shares. The Company has elected to recognize sharebased compensation costs
using the straightline method over the requisite service period with a graded vesting schedule, provided that the
amount of compensation costs recognized at any date is at least equal to the portion of the grant date value of the
awards that are vested at that date. Forfeitures are estimated at the time of grant and revised, if necessary, in
subsequent periods if actual forfeitures differ from initial estimates. Share based compensation costs are recorded net
of estimated forfeitures such that expense is recorded only for those awards that are expected to vest.
(t)
Comprehensive Income (loss)
The Company’s comprehensive income (loss) consists of net income (loss) and foreign currency translation
adjustments.
(u)
Earnings (loss) Per Share
Earnings (loss) per share is calculated in accordance with Accounting Standards Codification (“ASC”) 260
Earnings per Share. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to
shareholders of Sinovac by the weighted average number of common shares outstanding during the year. Diluted
earnings per share is computed in accordance with the treasury stock method and based on the weighted average
number of common shares and dilutive common share equivalents. Dilutive common share equivalents are excluded
from the computation of diluted earnings per share if their effects would be antidilutive.
(v)
Operating Leases
Leases are classified as capital and operating depending on the terms and conditions of the lease agreement. Leases
that transfer substantially all the benefits and risks incidental to ownership of assets are accounted for as if there was
an acquisition of an asset and incurrence of an obligation at the inception of the lease. All other leases are
accounted for as operating leases where rental payments are expensed as incurred. There are no capital leases for the
periods presented.
F21
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
(w)
Fair Value Measurements
Assets and liabilities subject to fair value measurements are required to be disclosed within a specified fair value
hierarchy. The fair value hierarchy ranks the quality and reliability of inputs, or assumptions, used in the
determination of fair value and requires assets and liabilities carried at fair value to be classified and disclosed in
one of the following categories based on the lowest level input used that is significant to a particular fair value
measurement:
Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active
markets.
Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability,
either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active
markets, or quoted prices for identical or similar assets and liabilities in markets that are not active.
Level 3 — Unobservable inputs for the asset or liability.
As of December 31, 2016 and 2015, the Company did not have any financial assets or liabilities measured at fair
value on a recurring basis.
The carrying values of cash equivalents, restricted cash, accounts receivable, accounts payable and accrued
liabilities and shortterm bank loans and the current portion of longterm debt approximate their fair value because
of their shortterm nature. The fair values of longterm bank loans and other debt are estimated based on the
discounted value of future contractual cash flows which approximates their carrying value due to the fact they are
predominately stated at variable rates based on the People’s Bank of China. Fair value of the longterm bank loans
and other debt are determined based on level 2 inputs.
The Company measures property, plant and equipment at fair value on a nonrecurring basis only if an impairment
charge were to be recognized. There were no nonrecurring fair value measurements for the years ended December
31, 2016 and 2015.
(x)
Concentration of Risks
Exchange Rate Risks
The Company operates in China, which may give rise to significant foreign currency risks from fluctuations and the
degree of volatility of foreign exchange rates between the US$ and the RMB. In 2016, foreign exchange losses of
$942 is included in selling, general and administrative expenses (2015 $865, 2014 $690). As at December 31,
2016, cash and cash equivalents of $47,234 (RMB 328 million) is denominated in RMB and are held in PRC and
Hong Kong (December 31, 2015 $46,923 (RMB 304 million)).
Currency Convertibility Risks
Substantially all of the Company’s operating activities are transacted in RMB, which is not freely convertible into
foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other
banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China.
Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires
submitting a payment application form together with other information such as suppliers’ invoices, shipping
documents and signed contracts.
F22
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
Concentration of Credit Risks
Financial instruments that potentially subject the Company to concentration of credit risks consist primarily of cash
and cash equivalents, restricted cash and accounts receivable, the balances of which are stated on the consolidated
balance sheets which represent the Company’s maximum exposure. The Company places its cash and cash
equivalents and restricted cash in good credit quality financial institutions in Hong Kong and China. Concentration
of credit risks with respect to accounts receivables is linked to the concentration of revenue. The Company’s
customers are mainly various government agencies in China. For the year ended December 31, 2016 and 2014, no
single customer of the Company accounted for more than 10% of total sales, and one of the Company’s customers
accounted for 14% of the Company’s total revenue for the year ended December 31, 2015. To manage credit risk,
the Company performs ongoing credit evaluations of customers’ financial condition.
Interest Rate Risks
The Company is subject to interest rate risk. Other than a loan from a noncontrolling shareholder of $2,304 had a
fixed interest as at December 31, 2016 (note 12(a)), interests of other interestbearing loans are charged at variable
rates based on the People’s Bank of China (note 11).
(y)
Recently Issued Accounting Standards
In May 2014, the FASB issued ASU No. 201409 (“ASU 201409”), Revenue from Contracts with Customers
(Topic 606), where a single, global revenue recognition model applies to most contracts with customers. Revenue
will be recognized in a manner that depicts the transfer of goods or services to customers in an amount that reflects
the consideration to which an entity expects to be entitled, subject to certain limitations. In August 2015, the FASB
issued ASU 201514, where the effective date of ASU 201409 was extended to annual periods beginning after
December 15, 2017. Early adoption is permitted. Subsequent to the issuance of ASU 201409, the FASB has issued
several accounting standard updates such as ASU 201608, Revenue from Contracts with Customers (Topic 606):
Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 201610, Revenue from
Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, and ASU 201612,
Revenue from Contracts with Customers (Topic 606): NarrowScope Improvements and Practical Expedients among
others. These ASUs do not change the core principle of the guidance stated in ASU 201409, instead these
amendments are intended to clarify and improve operability of certain topics included within the revenue standard.
These ASUs will have the same effective date and transition requirements as ASU 201409. The Company will
adopt the new standard on January 1, 2018 and currently plans to use the modified retrospective method. The
Company is currently assessing how the adoption of ASU 201409 and these ASUs will impact the consolidated
financial statements. Interpretations are ongoing and upon initial evaluation, the Company currently assessed that
the adoption will not have material effect on the Company’s consolidated financial statements.
F23
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
In November 2015, the FASB issued ASU No. 201517 (“ASU 201517”), Income Taxes. To simplify the
presentation of deferred income taxes, ASU 201517 requires that deferred tax liabilities and assets be classified as
noncurrent in a classified statement of financial position, applicable to all entities that present a classified statement
of financial position. The guidance is effective for annual periods beginning after December 15, 2016. Early
adoption is permitted. The Company will adopt ASU 201517 on January 1, 2017, and does not expect the
adoption of this standard will have a material impact on its consolidated financial statements.
In January 2016, the FASB issued ASU No. 201601 (“ASU 201601”), Financial Instruments. ASU 201601
requires separate presentation of financial assets and financial liabilities by measurement category and form of
financial asset on the balance sheet or in the accompanying notes to the financial statements. That presentation
provides financial statement users with more decisionuseful information about an entity’s involvement in financial
instruments. The guidance is effective for annual periods beginning after December 15, 2017. Early adoption is
permitted. The Company is currently evaluating the impact on its consolidated financial statements of adopting this
standard.
In February 2016, the FASB issued ASU No. 201602 (“ASU 201602”), Leases. ASU 201602 requires recognition
of lease assets and lease liabilities by lessees for those leases classified as operating leases. The guidance is effective
for annual periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently
evaluating the impact on its consolidated financial statements of adopting this standard.
In March 2016, the FASB issued ASU No. 201609 (“ASU 201609”), Compensation – Stock Compensation. Under
ASU 201609, the Company can make an entitywide accounting policy election to either estimate the number of
awards that are expected to vest or account for forfeitures when they occur. The guidance is effective for annual
periods beginning after December 15, 2016. Early adoption is permitted. The Company will adopt ASU 201609 on
January 1, 2017, and does not expect the adoption of this standard will have a material impact on its consolidated
financial statements.
In November 2016, the FASB issued ASU No. 201618 (“ASU 201618”), Statement of Cash Flows: Restricted
Cash. ASU 201618 requires amounts generally described as restricted cash or restricted cash equivalents should be
included with cash and cash equivalents when reconciling the beginning –ofperiod and endofperiod total
amounts shown on the statement of cash flows. The guidance is effective for annual periods beginning after
December 15, 2017. Early adoption is permitted. The Company will adopt ASU 201618 on January 1, 2018, and
does not expect the adoption of this standard will have a material impact on its consolidated financial statements.
4.
Discontinued Operations
In December 2015, the Company committed to a plan to sell 100% of their equity stake in Tangshan Yian to an unrelated
thirdparty biological technology company, for a total consideration of $1,872 (RMB 13 million). As of December 31, 2015,
the Company received $776 (RMB 5.03 million) and the closing of the sale was subject to the fulfillment of several
conditions. For disposal transactions that occur on or after January 1, 2015, a component of the Company is reported in
discontinued operations after meeting the criteria for heldforsale classification if the disposition represents a strategic shift
that has (or will have) a major effect on the Company’s operations and financial results. The Company analyzed the
quantitative and qualitative factors relevant to Tangshan Yian disposition transaction and determined the criteria for held
forsale classification have been met, and the transaction represents a strategic shift where the Company is exiting the animal
vaccine market and will focus on the human use vaccine market, which will have a major effect on the Company’s operations
and financial results going forward. As such, the financial results of Tangshan Yian and the gain on disposition are reported
within discontinued operations in the consolidated financial statements. The consolidated financial statements and amounts
previously reported have been reclassified, as necessary, to conform to this presentation in accordance with ASC 205,
Presentation of Financial Statements to allow for meaningful comparison of continuing operations. The Company received
$926 (RMB 5.97 million) in January 2016 and the disposition transaction was completed in February 2016 as all other
conditions have been fulfilled. The Company recognized gain on the disposition of $2,461 (net of tax of nil), which
represents the excess of (a) the sum of (i) $2,016 (RMB 13 million) in consideration, consisting of $1,706 (RMB 11 million)
in cash received and $310 (RMB 2 million) of cash to be received before December 2017, and (ii) Tangshan Yian’s $1,880
cumulative translation gain, which was reclassified to earnings, over (b) $1,435 net book value of Tangshan Yian upon the
closing of the transaction.
F24
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
Results of the discontinued operations are summarized as follows:
For the year ended December 31,
2015
2016
2014
Sales
Cost of sales
Gross loss
Selling, general and administrative expenses
Research and development expenses
Total operating expenses
Operating loss
Other income
Loss from discontinued operations before gain on disposition and
provision for income taxes
Gain on disposal of Tangshan Yian
Provision for income taxes
Income (loss) from discontinued operations, net of income tax
$
$
$
129
129
(129)
6
(123)
2,461
2,338 $
112 $
406
(294)
459
22
481
(775)
47
(728)
(728) $
169
1,017
(848)
621
100
721
(1,569)
45
(1,524)
(1,524)
Income from discontinued operations, net of income tax, for the year ended December 31, 2016 included the results of
Tangshan Yian through the disposition date of February 28, 2016.
The following table summarizes the carrying amounts of the major classes of assets and liabilities held for sale in the
consolidated balance sheets as of December 31, 2015:
Cash and cash equivalents
Prepaid land lease payments
Property, plant and equipment
Other assets held for sale
Total assets held for sale
Accounts payable and accrued liabilities
Other liabilities held for sale
Total liabilities held for sale
F25
December 31,
2015
$
$
143
128
1,450
76
1,797
217
26
243
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
5.
Restricted Cash
As of December 31, 2016, the balance of $3,007 (December 31, 2015 – $1,626) represents cash collateral for guarantee of
two EPI sales contracts, which are restricted until January and June 2017.
Restricted Cash
6.
Accounts Receivable – net
Trade receivables (note 11 (d))
Allowance for doubtful accounts
Other receivables
Total accounts receivable
December 31,
2016
2015
$
3,007 $
1,626
December 31,
2016
2015
52,061 $
(3,603)
48,458
1,374
49,832 $
40,733
(2,415)
38,318
703
39,021
$
$
Accounts receivables with a carrying value of $5,403 (RMB 35 million) were pledged as collateral for a bank loan from
China Merchant Bank as of December 31, 2015 (note 11 (d)). No accounts receivables were pledged as of December 31,
2016.
The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts
receivable balance. The Company estimates the allowance based on known troubled accounts, historical experience, the age
of the accounts receivable balances, credit quality of the Company’s customers, current economic conditions, and other
factors that may affect customers’ ability to pay. As of December 31, 2016, the Company provided 100% (December 31,
2015 100%) allowance for accounts receivable aged more than four years, approximately 84.8% (December 31, 2015
77.5%) allowance for accounts receivable aged between three years and four years, approximately 59.1% (December 31,
2015 40.6%) allowance for accounts receivable aged between two years and three years, approximately 20.5% (December
31, 2015 14.4%) allowance for accounts receivable aged between one year and two years, and approximately 1.4%
(December 31, 2015 1.3%) allowance for accounts receivable aged less than one year.
For the year ended December 31, 2015, the Company changed its estimates of the allowance for doubtful accounts due to an
improved historical trend of collecting accounts aged three years or more. The change in estimate resulted in an increase to
income from continuing operations and net income attributable to shareholders of Sinovac of $375 and $274, respectively.
In addition, basic and diluted earnings per share increased by $0.00 and $0.00, respectively.
F26
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
The Company’s maximum exposure to credit risk at the balance sheets date relating to trade receivables is summarized as
follows:
Aging within one year, net of allowance for doubtful accounts
Aging greater than one year, net of allowance for doubtful accounts
Total trade receivables
7.
Inventories
Raw materials
Work in progress
Finished goods
Total inventories
December 31,
2016
2015
45,340 $
3,118
48,458 $
34,495
3,823
38,318
December 31,
2016
2015
(Restated)
2,251 $
1,387
10,464
14,102 $
2,450
3,636
12,569
18,655
$
$
$
$
For the year ended December 31, 2016, the Company charged $3,232 of excessive fixed production overhead to cost of sales
(2015 $2,154, 2014 $1,764).
For the year ended December 31, 2016, cost of sales includes $6,377 of inventory provision for products that are likely to
expire before being sold (2015 $1,820, 2014 $1,026).
8.
Longterm Inventories
Finished goods
December 31,
2016
2015
98
Longterm inventories represent H5N1 vaccines with remaining shelf lives over one year and not expected to be sold within
one year. These vaccines are for government stockpiling purposes.
F27
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
9.
Property, Plant and Equipment
Cost
Construction in progress
Plant and buildings
Machinery and equipment
Motor vehicles
Office equipment and furniture
Leasehold improvements
Total cost
Less: Accumulated depreciation
Construction in progress
Plant and buildings
Machinery and equipment
Motor vehicles
Office equipment and furniture
Leasehold improvements
Total accumulated depreciation
Property, plant and equipment, net
December31,
2016
2015
(Restated)
24,516 $
28,778
35,932
1,368
2,534
12,156
105,284 $
$
8,754
20,689
1,202
1,871
5,886
38,402 $
13,256
30,852
39,700
1,570
2,566
12,911
100,855
8,059
20,485
1,408
1,830
5,160
36,942
66,882 $
63,913
$
$
$
$
$
The buildings of the Changping facilities of Sinovac Beijing with a net book value of $11,905 (RMB 82.7 million) were
pledged as collateral for a bank loan from China Construction Bank (note 11 (e), 11 (j)).
The buildings of Sinovac Beijing with a net book value of $2,171 (RMB 15.1 million) were pledged as collateral for a bank
loan from Bank of Beijing (note 11 (i)).
The buildings of Sinovac Dalian with a net book value of $4,757 (RMB 33.0 million) were pledged as collateral for a bank
loan from Bank of China (note 11 (c)).
Depreciation expense for the year ended December 31, 2016 was $5,063 (2015 $6,258, 2014 $7,837).
Loss on disposal and impairment of equipment for the year ended December 31, 2016 was $478 (2015 $26, 2014 $74).
10.
Prepaid Land Lease Payments
Prepaid land lease payments
Less: accumulated amortization
Net carrying value
December 31,
2016
2015
$
$
10,400 $
1,703
8,697 $
11,147
1,573
9,574
F28
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
Prepaid land lease payments of the Changping facilities of Sinovac Beijing with a net book value of $2,473 (RMB 17.2
million) were pledged as collateral (note 11 (e), 11(j)) for a bank loan from China Construction Bank.
Prepaid land lease payments of Sinovac Beijing with a net book value of $297 (RMB2.1 million) were pledged as collateral
(note 11 (i)) for a bank loan from Bank of Beijing.
Prepaid land lease payments of Sinovac Dalian with a net book value of $3,225 (RMB22.4 million) were pledged as
collateral (note 11 (c)) for a bank loan from Bank of China.
Amortization expense for prepaid land lease payments for the year ended December 31, 2016 was $247 (2015 $261, 2014
$267).
11.
Bank Loans and Other Debt
Summarized below are bank loans and other debt as of December 31, 2016 and 2015:
China Merchants Bank (a)
Bank of Beijing (b)
Bank of China (c)
China Merchants Bank (d)
China Construction Bank (e)
PingAn Bank (f)
Citi Bank (g)
$
December 31,
2016
2015
4,321 $
7,072
1,440
9,996
4,321
4,129
4,631
2,933
1,544
3,087
7,719
Bank loans due within one year
31,279
19,914
Beijing Zhongguancun Development Group (h)
Current portion of longterm bank loans and other debt
Bank of Beijing (i)
China Construction Bank (j)
Longterm bank loans and other debt
6,420
3,028
9,448
1,861
1,861
756
756
Total bank loans and other debt
$
40,727 $
22,531
(a) On June 30, 2015, Sinovac Beijing entered into a bank loan with China Merchants Bank in the aggregate principal
amount of $4,631 (RMB 30 million) to finance its working capital requirements bearing interest at 15% above the prime rate
of a oneyear term loan published by the People’s Bank of China, at 5.58% per year. Interest was payable quarterly. The loan
was drawn on June 30, 2015 and was repaid on June 29, 2016.
On November 1, 2016, Sinovac Beijing entered into a oneyear term bank loan with China Merchants Bank in the aggregate
principal amount of $4,321 (RMB 30 million) to finance its working capital requirements, bearing interest at 15% above the
prime rate of a oneyear term loan published by the People’s Bank of China, at 5.00% per year. Interest is payable quarterly
and the loan is payable on October 30, 2017.
F29
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
(b) On September 18, 2015, Sinovac Beijing entered into a maximum credit facility of $7,202 (RMB 50 million) with Bank
of Beijing to finance its working capital requirements. The loan bears interest at 4.35% and is payable quarterly. $1,467
(RMB 9.5 million) was drawn on October 28, 2015 and $1,466 (RMB 9.5 million) was drawn on November 30, 2015. These
two tranches were repaid on May 25 and June 27, 2016, respectively. $1,368 (RMB 9.5 million) was drawn on January 14,
2016 and $1,368 (RMB 9.5 million) was drawn on February 29, 2016. These two tranches were repaid on July 27 and
August 30, 2016, respectively. $1,368 (RMB 9.5 million) was drawn on April 14, 2016 and is payable on April 14, 2017.
$1,426 (RMB 9.9 million) was drawn on May 25, 2016 and is payable on May 25, 2017. $1,426 (RMB 9.9 million) was
drawn on June 27, 2016 and is payable on June 27, 2017. $1,426 (RMB 9.9 million) was drawn on July 27, 2016 and is
payable on July 27, 2017. $1,426 (RMB 9.9 million) was drawn on August 30, 2016 and is payable on August 30, 2017.
(c) On March 17, 2015, Sinovac Dalian entered into a bank loan with Bank of China in the aggregate principal amount of
$772 (RMB 5 million) to finance its working capital requirements. The loan bore interest at 30% above the prime rate of a
oneyear term loan published by the People’s Bank of China, at 6.955%. Interest was paid monthly and the loan was repaid
on March 16, 2016.
On October 26, 2015, Sinovac Dalian entered into a bank loan with Bank of China in the aggregate principal amount of
$772 (RMB 5 million) to finance its working capital requirements. The loan bore interest at 166 base points above the prime
rate of a oneyear term loan published by the People’s Bank of China, at 6.01%. Interest was paid monthly and the loan was
repaid on October 26, 2016.
On March 22, 2016, Sinovac Dalian entered into a bank loan with Bank of China in the aggregate principal amount of $720
(RMB 5 million) to finance its working capital requirements. The loan bears interest at 166 base points above the prime rate
of a oneyear term loan published by the People’s Bank of China, at 6.01%. Interest was paid monthly and the loan was
repaid on September 30, 2016.
On September 26, 2016, Sinovac Dalian entered into a bank loan with Bank of China in the aggregate principal amount of
$720 (RMB 5 million) to finance its working capital requirements. The loan bears interest at 144.2 base points above the
prime rate of a oneyear term loan published by the People’s Bank of China, at 5.79%. Interest is payable monthly and the
loan is payable on September 26, 2017. On October 12, 2016, Sinovac Dalian entered into a bank loan with Bank of China
in the aggregate principal amount of $720 (RMB 5 million) to finance its working capital requirements. The loan bears
interest at 144.2 base points above the prime rate of a oneyear term loan published by the People’s Bank of China, at 5.79%.
Interest is payable monthly and the loan is payable on October 11, 2017. Prepaid land lease payments and buildings of
Sinovac Dalian with a net book value of $7,982 (RMB 55.4 million) were pledged as collateral.
(d) On November 5, 2015, Sinovac Beijing entered into a oneyear term bank loan with China Merchants Bank in the
aggregate principal amount of $3,087 (RMB 20 million) to finance its working capital requirements, bearing interest at 5%
above the prime rate of a oneyear term loan published by the People’s Bank of China, at 4.57% per year. Interest was
payable quarterly. The loan was guaranteed by an unrelated third party, with a guarantee fee of $62 (RMB 0.4 million) over
the term of the loan. Trade receivables of Sinovac Beijing with a carrying value of not lower than $5,403 (RMB 35 million)
were pledged as collateral. The loan was repaid on November 4, 2016.
F30
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
(e) On May 6, 2015, Sinovac Beijing entered into a maximum credit facility of $17,284 (RMB 120 million) with China
Construction Bank to finance its working capital requirements.
On June 4, 2015, Sinovac Beijing entered into a bank loan with China Construction Bank in the aggregate principal amount
of $7,719 (RMB 50 million) to finance its working capital requirements, bearing interest at 5% above the prime rate of a one
year term loan published by the People’s Bank of China, at 5.36% per year. Interest is payable monthly. The loan was drawn
by three installments on June 4, 2015, June 29, 2015, and August 7, 2015, and was repaid on June 3, 2016. Pursuant to the
covenants set out in the agreement, the debt to total assets ratio must not be higher than 80%, the current ratio must not be
lower than 0.8, contingent liabilities must not be higher than $24,830 (RMB 161 million) and contingent liabilities as a
percentage of total shareholders’ equity must not be higher than 50%. The Company was in compliance with such covenants
as of December 31, 2015. Prepaid land lease payment and buildings of the Changping facilities of Sinovac Beijing with a net
book value of $16,229 (RMB 105.1 million) were pledged as collateral as of December 31, 2015.
On March 8, 2016, Sinovac Beijing entered into a bank loan with China Construction Bank in the aggregate principal
amount of $7,202 (RMB 50 million) to finance its working capital requirements, bearing interest at 5% above the prime rate
of a oneyear term loan published by the People’s Bank of China, at 4.57%. Interest is payable monthly and the loan is
payable on March 7, 2017. $7,202 (RMB 50 million) was drawn on March 8, 2016. On July 26, 2016, Sinovac Beijing
entered into a bank loan with China Construction Bank in the aggregate principal amount of $7,202 (RMB 50 million) to
finance its working capital requirements, bearing interest at 5% below the prime rate of a oneyear term loan published by
the People’s Bank of China, at 4.13%. Interest is payable monthly and the loan is payable on July 25, 2017. $2,218 (RMB
15.4 million) and $576 (RMB 4 million) were drawn on July 26, 2016, and August 12, 2016, respectively. Pursuant to the
covenants set out in these two bank loan agreements, Sinovac Beijing’s debt to total assets ratio must not be higher than
80%, current ratio must not be lower than 0.8, contingent liabilities must not be higher than $23,189 (RMB 161 million) and
contingent liabilities as a percentage of total shareholders’ equity must not be higher than 50%. The Company was in
compliance with such covenants as of December 31, 2016. Prepaid land lease payment and buildings of the Changping
facilities of Sinovac Beijing with a net book value of $14,378 (RMB 99.9 million) were pledged as collateral against these
two loans as of December 31, 2016.
(f) On June 24, 2016, Sinovac Beijing entered into a bank loan with PingAn Bank in the aggregate principal amount of
$4,321 (RMB 30 million) to finance its working capital requirements. The loan bears interest at the prime rate of a oneyear
term loan published by the People’s Bank of China, at 4.35%. Interest is payable quarterly and the loan is payable on June
24, 2017.
(g) On May 9, 2016, Sinovac Beijing entered into a revolving bank loan with Citi Bank in the aggregate principal limit of
$4,321 (RMB 30 million) to finance its working capital requirements. The revolving loan bears interest at the prime rate of a
oneyear term loan published by the People’s Bank of China, at 4.35% and interest is payable quarterly. Each withdraw from
the revolving loan has a maximum term of 12 months. $1,258 (RMB 8.7 million) was drawn on July 14, 2016, and is payable
on January 6, 2017. $216 (RMB 1.5 million) was drawn on August 24, 2016, and is payable on February 16, 2017. $547
(RMB 3.8 million) was drawn on September 13, 2016, and is payable on March 9, 2017. $551 (RMB 3.8 million) was drawn
on September 28, 2016, and is payable on September 28, 2017. $547 (RMB 3.8 million) was drawn on October 12, 2016,
and is payable on October 12, 2017. $463 (RMB 3.2 million) was drawn on October 31, 2016, and is payable on October 31,
2017. $547 (RMB 3.8 million) was drawn on November 14, 2016, and is payable on November 14, 2017.
(h) The loan from Beijing Zhongguancun Development Group in the aggregate principal amount of $1,861 (RMB 12
million) was for funding the EV71 vaccine research project of Sinovac Beijing. The total loan was $1,861 (RMB 12 million)
bearing interest at 0.36% per year. $931 (RMB 6 million) was received in 2012 and $930 (RMB 6 million) was received in
2013. The loan was repaid on February 22, 2016. Fair value differential of $358 (between the face value and the fair value
using the effective interest rate method at the Company's borrowing rate) was recorded as a current deferred government
grant as of December 31, 2015 (note 16), and was recognized as government grant income for the year ended December 31,
2016.
F31
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
(i) On May 20, 2015, Sinovac Beijing entered into a bank loan with Bank of Beijing in the aggregate principal amount of
$6,913 (RMB 48 million) with a term from July 2015 to May 2020 for construction of the pneumococcal polysaccharide
vaccine facilities. The loan’s interest rate is based on the prime rate of a fiveyear term loan published by the People’s Bank
of China at the time withdraws are made. Interest is payable quarterly and the loan is payable on May 20, 2020. $756 (RMB
4.9 million) was drawn in 2015 with an annual interest rate of 5.25%, and $5,714 (RMB 39.7 million) was drawn in 2016
with an annual interest rate of 4.75%. Prepaid land lease payments and buildings of Sinovac Beijing with a net book value of
$2,468 (RMB 17.2 million) were pledged as collateral as of December 31, 2016.
(j) On May 6, 2015, Sinovac Beijing entered into a maximum credit facility of $10,082 (RMB 70 million) with China
Construction Bank to finance construction of the Sabin inactivated polio vaccine facilities. On October 14, 2016, Sinovac
Beijing entered into a bank loan with China Construction Bank in the aggregate principal amount of $7,202 (RMB 50
million) with a term from October 2016 to October 2021. The loan bears interest at 5% below the prime rate of a fiveyear
term loan published by the People’s Bank of China, adjusted every 12 month, currently at 4.51%. Interest is payable
quarterly and the loan is payable on October 13, 2021. $3,028 (RMB 21.0 million) was drawn in 2016. Pursuant to the
covenants set out in the bank loan agreement, Sinovac Beijing’s debt to total assets ratio must not be higher than 80%,
current ratio must not be lower than 0.8, contingent liabilities must not be higher than $23,189 (RMB 161 million) and
contingent liabilities as a percentage of total shareholders’ equity must not be higher than 50%. The Company was in
compliance with such covenants as of December 31, 2016. Prepaid land lease payment and buildings of the Changping
facilities of Sinovac Beijing with a net book value of $14,378 (RMB 99.9 million) were pledged as collateral.
Aggregate annual principal payments of loans payable as of December 31, 2016 are as follows:
Within 1 year
In 2018
In 2019
In 2020
In 2021
Total
$
$
31,279
6,420
3,028
40,727
The weighted average effective interest rate for all shortterm and longterm bank loans was 4.73% in 2016 (2015 4.83%,
2014 6.22%). The weighted average interest rate for shortterm loans was 4.73% in 2016 (2015 5.23%, 2014 6.46%). The
Company incurred $1,841 in interest and financing expenses for the year ended December 31, 2016 (2015 $2,059, 2014
$3,374), of which $75 was capitalized in property, plant and equipment for the year ended December 31, 2016, (2015 $nil,
2014 $nil).
12.
Related Party Transactions and Balances
(a)
Loan from a noncontrolling shareholder
Loan current
F32
December 31,
2016
2015
$
2,304 $
2,470
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
The Company has a loan due to Dalian Jin Gang Group, the noncontrolling shareholder of Sinovac Dalian, which
is unsecured, bearing interest at 7.2% per year. Interest expense was $176 in 2016 (2015 $183, 2014 $221).
Interest is payable monthly. As of December 31, 2016, no interest is owed on the loan from the noncontrolling
shareholder (December 31, 2015 $nil). Interests of $176, $199 and $649 were repaid to the noncontrolling
shareholder for the years ended December 31, 2016, 2015 and 2014, respectively.
(b)
The Company entered into the following transactions in the normal course of operations at the exchange amount
with related parties:
For the year ended December 31,
2015
2016
2014
Rent expenses to SinoBioway Biotech Group Co. Ltd.
(“SinoBioway”).
$
807 $
852 $
869
In 2004, the Company entered into two operating lease agreements with SinoBioway, the noncontrolling shareholder of
Sinovac Beijing, with respect to Sinovac Beijing’s production plant and laboratory in Beijing, China with annual lease
payments totaling $211 (RMB 1.4 million). The leases commenced on August 12, 2004 and have a term of 20 years. One of
the lease agreements was amended on August 12, 2010 with the rent increasing from $75 (RMB 0.5 million) to $211 (RMB
1.4 million) per year.
In June 2007, the Company entered into another operating lease agreement with SinoBioway, with respect to the expansion
of Sinovac Beijing’s production plant in Beijing, China, for an annual lease payment of $308 (RMB 2.0 million). The lease
commenced in June 2007 and has a term of 20 years.
In September 2010, the Company entered into another operating lease agreement with SinoBioway with respect to
expansion of Sinovac R&D’s business in research and development activities for an annual lease payment of $152 (RMB 1.0
million). The lease commenced on September 30, 2010 and has a term of five years.
On April 8, 2013, the Company entered into three supplemental agreements with SinoBioway, under which the expiration
date of three of the four operating lease agreements was extended to April 7, 2033.
As at December 31, 2016, $366 (December 31, 2015 $377) in prepaid lease payments made to SinoBioway is included in
current and longterm prepaid expenses and deposits.
F33
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
13.
Accounts Payable and Accrued Liabilities
Trade payables
Machinery and equipment payables
Accrued expenses
Value added tax payable
Other tax payable
Withholding tax payable
Bonus and benefit payables
Other payables
Total accounts payable and accrued liabilities
14.
Income Taxes
Antigua and Barbuda
December 31,
2016
2015
(Restated)
1,834 $
3,990
8,597
289
759
163
5,320
4,008
24,960 $
1,715
2,220
9,647
260
318
238
5,231
3,032
22,661
$
$
Under the current laws of Antigua and Barbuda, the Company is not subject to tax on income or capital gains. Additionally,
upon payments of dividends by the Company to its shareholders, no Antigua and Barbuda withholding tax will be imposed.
Hong Kong
Under the Hong Kong tax laws, Sinovac Hong Kong is exempted from income tax on its foreignderived income and there
are no withholding taxes in Hong Kong on remittance of dividends.
China
Effective from January 1, 2008, the PRC’s statutory income tax rate is 25%. The Company’s PRC subsidiaries are subject to
income tax at the statutory rate of 25% except for Sinovac Beijing. Sinovac Beijing, being reconfirmed as a “High and New
Technology Enterprise” (“HNTE”) in 2014 for a period of 3 years, is subject to a preferential income tax rate of 15% from
2014 to 2016.
The Company’s income (loss) before income tax from continuing operations consists of:
2016
For the year ended December 31,
2015
(Restated)
2014
(Restated)
NonPRC
PRC
Total
$
$
(5,323) $
4,929
(394) $
(2,052) $
4,808
2,756 $
(1,336)
3,684
2,348
The Company’s income (loss) before income tax from discontinued operations consists of:
2016
For the year ended December 31,
2015
(Restated)
2014
(Restated)
NonPRC
PRC
Total
$
$
$
2,338
2,338 $
$
(728)
(728) $
(1,524)
(1,524)
Income taxes that are attributed to discontinued operations in China were $nil for all the periods presented.
F34
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
Income tax expenses for the years ended December 31, 2016, 2015 and 2014 were allocated between continuing operations
and discontinued operations as follows:
2016
For the year ended December 31,
2015
(Restated)
2014
(Restated)
Continuing operations
Discontinued operations
Total income tax expense
$
$
(2,664) $
(2,664) $
(2,985) $
(2,985) $
(2,069)
(2,069)
Income taxes attributed to the continuing operations in China consist of:
2016
For the year ended December 31,
2015
(Restated)
2014
(Restated)
Current income tax expenses
Deferred tax benefits
Total income tax expense
$
$
(3,671) $
1,007
(2,664) $
(3,318) $
333
(2,985) $
(2,294)
225
(2,069)
The following is a reconciliation of the Company’s total income tax expenses to the amount computed by applying the PRC
statutory income tax rate of 25% to its income from continuing operations before income taxes for the years ended December
31, 2016, 2015 and 2014:
2016
For the year ended December 31,
2015
(Restated)
2014
(Restated)
Income (loss) from continuing operations before income taxes
Income tax benefit (expense) at the PRC statutory rate
International tax rate differential
Super deduction for research and development expenses
Nondeductible expenses
Other adjustments
Effect of preferential tax rate
Change in valuation allowance
Effect of PRC withholding tax
Effect of prior year adjustment and restatement
Income tax expense
$
$
(394) $
99
(1,331)
461
(1,141)
89
1,635
(2,430)
(59)
13
(2,664) $
2,756 $
(689)
(513)
463
(1,512)
(98)
1,473
(1,618)
(89)
(402)
(2,985) $
2,348
(587)
(334)
605
(1,366)
109
859
(1,249)
(106)
(2,069)
F35
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
The tax effects of temporary differences from continuing operations that give rise to the Company’s deferred tax assets are as
follows:
Inventories
Accrued expenses
Deferred government grants
Less: valuation allowance
Deferred tax assets, current portion
Longterm inventories
Fixed assets
Deferred government grants
Tax losses carried forward
Less: valuation allowance
Deferred tax assets, noncurrent portion
December 31,
2016
2015
691
3,121
155
(475)
3,492 $
6
2,327
78
6,035
(7,994)
452 $
266
2,551
203
(417)
2,603
1,664
259
6,531
(7,861)
593
$
$
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some
portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which the temporary differences become deductible or utilized.
The Company considers projected future taxable income and tax planning strategies in making this assessment. Based upon
an assessment of the level of historical taxable income and projections for future taxable income over the periods in which
the deferred tax assets are deductible or can be utilized, the Company provided valuation allowance of $8,469 as of
December 31, 2016 ( December 31, 2015 $8,278).
The Company evaluates its valuation allowance requirements at end of each reporting period by reviewing all available
evidence, both positive and negative, and considering whether, based on the weight of that evidence, a valuation allowance
is needed. When circumstances cause a change in management’s judgement about the realizability of deferred tax assets, the
impact of the change on the valuation allowance is generally reflected in income from operations. The future realization of
the tax benefit of an existing deductible temporary difference ultimately depends on the existence of sufficient taxable
income of the appropriate character within the carry forward period available under applicable tax law.
Tax losses of the Company’s PRC subsidiaries in the amount of $24,141 (RMB 168 million) as of December 31, 2016 will
expire from 2017 to 2021, if not utilized.
As of December 31, 2016, the Company has not recognized any deferred tax liability on Sinovac Beijing’s undistributed
earnings of approximately $26,942, in view of the Company's permanent reinvestment plan. The Company would be subject
to PRC withholding income taxes at 5% or 10%, depending on the availability of treaty benefit between China and Hong
Kong, upon the distribution of such profits outside of China. As of December 31, 2016, the Company’s portion on the
amount of unrecognized deferred tax liability was ranging from $985 to $1,969.
The changes in unrecognized tax benefits are as follows:
2016
For the year ended December 31,
2015
(Restated)
2014
(Restated)
Balance at January 1
Additions for tax positions of the current year
Additions for tax positions of the prior years
Settlement with the taxing authority
Lapse of statute of limitations
Balance at December 31
2,027
183
(368)
1,842 $
1,490
479
281
(107)
(116)
2,027 $
728
898
(136)
1,490
$
F36
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as part of its income tax
expenses. For the year ended December 31, 2016, the Company recognized $164 in interest (December 31, 2015 $91) and
nil in penalties (December 31, 2015 nil). The Company had $376 accrued interest as of December 31, 2016 (December 31,
2015 $212). The PRC tax law provides statute of limitations ranging from 3 to 5 years and for transfer pricing related
matters, it could be extended to 10 years. The PRC tax returns for the Company’s PRC subsidiaries are open to examination
by tax authorities for the tax years beginning in 2006.
As of December 31, 2016, the Company had unrecognized tax benefits of approximately $1,842 (December 31, 2015
$2,027, December 31, 2014 $1,490) and such balance was included in “other noncurrent liabilities”. As of December 31,
2016, unrecognized tax benefits amounting to $1,842 would affect the effective tax rate if recognized (December 31, 2015
$2,027, December 31, 2014 $1,490). In February 2015, a local taxing authority initiated a tax audit on one of the
Company’s PRC subsidiaries for the year ended December 31, 2013. The local taxing authority completed the audit in
September 2015 and disallowed the deductibility of certain expenses of the concerned subsidiary. The Company paid $397
income tax expenses as a result of the tax audit. The potential tax exposures of the related open tax years for similar expenses
were $162, which was recorded as unrecognized tax benefits as of December 31, 2016. The Company does not expect the
amount of unrecognized tax benefits would change significantly in the next 12 months.
15.
Deferred Revenue
Current deferred revenue included $2,766 of advances from customers (December 31, 2015 $1,595) and $nil from Chinese
government for stockpiling of H5N1 vaccines (December 31, 2015 $6,549).
Longterm deferred revenue included $89 received from the Chinese government for stockpiling of H5N1 vaccines
(December 31, 2015 $nil).
16.
Deferred Government Grants
Deferred government grants represent funding received from the government for research and development (“R&D”) or
investment in building or improving production facility. The amount of deferred government grants as at year end is net of
research and development expenditures or depreciation incurred or those recognized as government grant income. The
Company received $753 of government grant in 2016 (2015 $236, 2014 $3,496) that were deferred. In addition, the
Company received $6,104 in other government grants and subsidies for the year ended December 31, 2016 and recognized
as income in the statements of comprehensive income (loss) (2015 $308, 2014 $24).
F37
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
Summarized below are deferred government grants as of December 31, 2016 and 2015:
Construction of a pandemic influenza vaccine plant and buildings (a)
Purchasing equipment for H1N1 vaccine production (b)
Purchasing equipment for H5N1 vaccine production (c)
EV71 commercialization project (d)
Research and development for EV71 (e)
Loan from Zhongguancun Development Group (f)
Others (g)
Current deferred government grants
Construction of a pandemic influenza vaccine plant and buildings (a)
Purchasing equipment for H1N1 vaccine production (b)
Purchasing equipment for H5N1 vaccine production (c)
EV71 commercialization project (d)
Others (g)
Noncurrent deferred government grants
Total deferred government grants
December 31,
2016
2015
259 $
128
14
471
905
1,777
532
181
29
2,096
115
2,953
4,730 $
278
137
15
259
77
358
78
1,202
848
330
46
2,828
678
4,730
5,932
$
$
(a) Deferred government grants included $791 being the unamortized portion of a grant the Company received in 2007 for
construction of a pandemic influenza vaccine plant and buildings (December 31, 2015 $1,126). The Company has fulfilled
the conditions attached to the government grant. $259 which will be amortized in 2017 was included in the current portion
of deferred government grants and $532 which will be amortized after 2017 was included in the noncurrent portion of
deferred government grants. The production facility grant requires the Company to have the entire facility available to
manufacture pandemic influenza vaccines at any given moment upon request by the Chinese government. $271 of
government grant relating to these production facilities was recorded as a reduction to depreciation expense for the year
ended December 31, 2016 (2015 $287, 2014 $290).
(b) Deferred government grants included $309 being the unamortized portion of a grant the Company received in 2009 for
purchasing equipment for H1N1 vaccine production. The Company has fulfilled the conditions attached to the government
grant. $128 which will be amortized in 2017 was included in the current portion of deferred government grants and $181
which will be amortized after 2017 was included in the noncurrent portion of deferred government grants. $133 of
government grant relating to these production facilities was recorded as a reduction to depreciation expense for the year
ended December 31, 2016 (2015 $141, 2014 $143).
(c) Deferred government grants included $43 being the unamortized portion of a grant the Company received in 2013 for
purchasing equipment for H5N1 vaccine production. The Company has fulfilled the conditions attached to the government
grant. $14 which will be amortized in 2017 was included in the current portion of deferred government grants and $29
which will be amortized after 2017 was included in the noncurrent portion of deferred government grants. $15 of
government grant relating to these production facilities was recorded as a reduction to depreciation expense for the year
ended December 31, 2016 (2015 $16, 2014 $16).
F38
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
(d) Deferred government grants included $2,567 being the unamortized portion of a grant the Company received in 2015 for
equipment purchase and construction of the enterovirus 71 (“EV71”) vaccine production facility. The Company has fulfilled
the conditions attached to the government grant in 2016. $471 which will be amortized in 2017 was included in the current
portion of deferred government grants and $2,096 which will be amortized after 2017 was included in the noncurrent
portion of deferred government grants. $274 of government grant relating to these production facilities was recorded as a
reduction to depreciation expense for the year ended December 31, 2016 (2015 $nil, 2014 $nil), and $55 was recorded as
government recognized in income for the year ended December 31, 2016 (2015 $nil, 2014 $nil).
(e) As of December 31, 2016, the Company has fulfilled the conditions attached to a government grant received in 2015 for
EV71 research and development with a total amount of $77. This grant was recognized as government grant income for the
year ended December 31, 2016.
(f) The Company received a loan of $1,861 bearing an interest rate of 0.36% per year from Beijing Zhongguancun
Development Group. The fair value differential (between the face value and the fair value using the effective interest rate
method at the Company's borrowing rate) of $366 was recognized as government grant income for the year ended December
31, 2016 since the loan was repaid in February 2016.
(g) As of December 31, 2016, conditions attached to two government grants previously deferred were fulfilled and $422 was
recognized as government grant income for the year ended December 31, 2016. As of December 31, 2016, conditions of four
government grants totaling $1,020 have not been fulfilled by the Company. The Company expects to fulfill the conditions
of three of the four grants within one year, and these grants totaling $905 were included in the current portion of deferred
government grants. The conditions of a grant in the amount of $115 are not expected to be fulfilled by the Company within
one year, and the grant was included in the noncurrent portion of deferred government grants.
17.
Commitments and Contingencies
(a)
Operating Lease Commitments
The Company leases production plant and laboratory under operating leases from its related parties (note 12(b)). Rental
expense amounted to $807 for the year ended December 31, 2016 (2015 $852, 2014 $869).
F39
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
Minimum future rental payments under operating leases to related parties for the years ending December 31 are as follows:
2017
2018
2019
2020
2021
Thereafter
Total minimum future payments
(b)
Other Commitments
$
$
464
807
807
807
807
7,302
10,994
In addition to commitments disclosed in note 24, commitments related to R&D expenditures are $2,894 as of December 31,
2016.
Commitments related to capital expenditures for the Company’s Sabin inactivated polio vaccine and varicella vaccine
production facilities are approximately $4,102 as of December 31, 2016.
(c)
Foreign Corrupt Practice Act Matters
The Company may be subject to legal proceedings, investigations and claims relating to the conduct of the Company’s
business from time to time.
The Beijing People’s Court issued five judgements in 2016 and 2017. These judgments were related to corrupt conduct
allegedly engaged in by a former official of the Center for Drug Evaluation in CFDA, his wife and his son. These judgments
found that the official and his wife had engaged in a practice of improperly soliciting and accepting payments from various
individuals involved in the vaccine products industry. According to the judgments, one of the individuals solicited by the
official was Mr. Weidong Yin, the Company’s chairman, president and chief executive officer. It was asserted in the
judgments that Mr. Yin made three payments, and arranged for a loan, to the official and his wife, in the total amount of $77
(RMB 0.6 million) between 2002 and 2011. Mr. Yin was not charged with any offense or improper conduct and he
cooperated as a witness with the procuratorate. To the Company’s knowledge, no legal proceedings or government inquiries
have been made against Mr. Yin. In December 2016, the Company’s audit committee authorized the commencement of an
internal investigation into the allegations made in the judgements. The audit committee engaged Latham & Watkins as
independent counsel to assist with the investigation.
In June 2017, the Company became aware of certain judgments based on bribery charges issued by Chinese courts in four
provinces against various officials of the Chinese Center for Disease Control (the "CDC"). While these judgments appear to
reflect an industrywide investigation focused on CDC officials, they also referenced eight of the Company's former and
current salespersons, together with sales personnel from several other Chinese vaccine companies and distributors. These
judgments did not name, and no charges were brought against, the Company or any of its directors, officers or employees as
defendants. The eight referenced employees cooperated with the procuratorate. The procuratorate did not contact the
Company for cooperation. Upon becoming aware of these judgments, the Company’s Audit Committee expanded its internal
investigation to review matters related to these judgments and the Company's sales practices and policies, and further
engaged Latham & Watkins to continue the independent investigation with the expanded scope.
F40
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
After the Company publicly announced the internal investigation arising from the allegations in a research report in
December 2016, the Company was notified by the SEC in February 2017 of an enforcement inquiry related to the matters
discussed in the report, and in April 2017 the Company received a subpoena from the SEC requesting documents.
Additionally in February 2017, the Company received an inquiry from NASDAQ related to the same matter. The Company
is cooperating with NASDAQ and the SEC investigations into these matters. In September 2017, the Company received an
inquiry from the DOJ and has been cooperating with the DOJ.
The Company takes these matters very seriously and is committed to conducting business in compliance with all applicable
laws. However, at this time, the Company is unable to predict, what, if any, action may be taken by NASDAQ, the SEC and
the DOJ or any penalties or remedial measures these agencies may seek, but intends to continue to cooperate with these
agencies. Any determination that the Company’s operations or activities are not in compliance with existing laws or
regulations could result in the imposition of fines, civil and criminal penalties, and equitable remedies, including
disgorgement or injunctive relief. The Company cannot determine as to whether an ultimate unfavorable outcome is either
probable or remote, nor reasonably estimate the amount or range of the potential liability, if any, related to these matters
resulting from any proceedings that may be commenced by the SEC or any other governmental authorities.
On July 3, 2017, a securities class action complaint was filed in the U.S. District Court for the District of New Jersey against
the Company and three of its current and former officers: Mr. Weidong Yin, the Company's current chief executive officer,
Ms. Nan Wang, the Company's current chief financial officer, and Mr. Danny Chung, the Company's former chief financial
officer. The complaint asserts that statements in the Company's annual filings for fiscal years 2012 through 2015 were false
and misleading because they failed to disclose matters relating to the alleged bribery incidents, among other allegations. On
September 6, 2017, the plaintiff has filed the notice of voluntary dismissal. The Court granted the dismissal without
prejudice.
(d)
Other Litigation Matters
On July 12, 2017, an alleged shareholder of the Company filed a putative class action complaint in the Supreme Court of the
State of New York against the Company, its directors, and certain entities related to an amalgamation agreement entered into
by the Company (note 25). The complaint alleges that the Company’s directors breached their fiduciary duties by, among
other things, entering into a selfdealing transaction at a price below fair value and failing to take steps to maximize the
value of the Company. The complaint also alleges that the Company aided and abetted those alleged breaches of fiduciary
duty. The complaint seeks, among other things, an injunction preventing completion of the amalgamation, rescission of the
amalgamation to the extent it is implemented, damages, and attorneys’ fees. The Company is vigorously defending this
lawsuit; however, the Company cannot determine as to whether an ultimate unfavorable outcome is either probable or
remote, nor reasonably predict or estimate the amount or range of possible unfavorable outcome or economic burden for this
case at this time.
18.
Common Stock
Share Capital
Each share of common stock is entitled to one vote per share and is entitled to dividends when declared by the Company’s
board of directors. As of December 31, 2016 and 2015, there were 57,011,761 and 56,906,561 shares of common stock
outstanding, respectively. As of December 31, 2016 and 2015, there was no preferred stock issued and outstanding.
In 2014, the Company issued 48,000 shares of common stock on the exercise of employee stock options with exercise price
of $1.60 per share and 191,300 shares of common stock on the exercise of employee stock options with exercise price of
$2.37 per share, for total proceeds of $512. The Company received further cash proceeds of $51 on the exercise of stock
option for which the shares were issued subsequent to December 31, 2014.
In 2015, the Company issued 115,500 shares of common stock on the exercise of employee stock options with exercise price
of $1.60 per share and 252,400 shares of common stock on the exercise of employee stock options with exercise price of
$2.37 per share, for total proceeds of $732. The Company received further cash proceeds of $18 on the exercise of stock
option for which the shares were issued subsequent to December 31, 2015. In May 2015, the Company granted 729,000
restricted shares at par value of $0.001 for total proceeds of $1 to directors, officers and employees of the Company.
In 2016, the Company issued 101,600 shares of common stock on the exercise of employee stock options with exercise price
of $2.37 per share and 18,400 shares of common stock on the exercise of employee stock options with exercise price of $4.98
per share, for total proceeds of $315. In 2016, the Company cancelled 14,800 restricted shares previously issued to
employees of the Company due to employee termination.
F41
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
19.
Stock Options
(a)
Stock Option Plan
The board of directors approved a stock option plan (the “2003 Plan”) effective on November 1, 2003, pursuant to which
directors, officers, employees and consultants of the Company are eligible to receive grants of options for the Company’s
common stock. The 2003 Plan expires on November 1, 2023. Up to 10% of the Company’s then outstanding common stocks
were reserved for issuance under the 2003 Plan. As of December 31, 2016, 42,800 shares of common stock under the 2003
Plan remain available for issuance. Each stock option entitles its holder to purchase one share of common stock of the
Company. Options may be granted for a term not exceeding 10 years from the date of grant. The 2003 Plan is administered
by the board of directors.
In December 2011, the Company granted 767,000 options to employees with an exercise price of $2.37, being the quoted
market price of the Company’s shares at the time of grant. 10% of the options vest every three months from December 26,
2012 to March 26, 2015 and expire on December 25, 2017. This grant was fully vested on March 26, 2015.
On August 22, 2012, the board of directors approved a new stock option plan (the “2012 Plan”), which allowed the
Company to issue up to 4,000,000 options for common shares and restricted shares of the Company to directors, officers,
employees and consultants of the Company. Each stock option entitles its holder to purchase one share of common stock of
the Company. Options and restricted shares may be granted for a term not exceeding 10 years from the date of grant. The
2012 Plan is administered by the board of directors. The 2012 Plan will expire on August 22, 2022. Any awards that are
outstanding on August 22, 2022 will remain in force according to the terms of the 2012 Plan and the applicable award
agreement.
On May 1, 2015, the Company granted 729,000 restricted shares (the “Restricted Shares”) at par value of $0.001 and
1,341,000 options (the “Options”) under the 2012 Plan with an exercise price of $4.98, being the quoted market price of the
Company’s shares at the time of grant. The options will expire on April 30, 2023. Onefifth of the Restricted Shares and
Options shall vest on the first, second, third, fourth and fifth anniversaries of date of grant, respectively. The Restricted
Shares are not subject to any restriction on transfer and repurchase after they are vested. 20% of the Options and Restricted
Shares were vested on May 1, 2016. On December 16, 2016, the board of directors approved that an additional 30% of the
Options to be vested on December 16, 2016, and restrictions of an additional 30% of the Restricted Shares were removed on
December 16, 2016. The vesting period, vesting schedule and all other terms for the unvested Options and Restricted Shares
remained unchanged. A total of 80 employees were impacted by this modification, and incremental sharebased
compensation expense was $1,145 for the year ended December 31, 2016. The Company revised the estimated forfeiture rate
from 7% to 4% as a result of this modification, and additional options and restricted shares are expected to be vested with an
additional $199 in sharebased compensation expense to be recognized by the Company over the remaining vesting period.
F42
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
(b)
Valuation Assumptions
The following assumptions were used in determining the fair value of stock options under the BlackScholes optionpricing
model for grants under the 2012 Plan:
Expected volatility
Riskfree interest rate
Expected life (years)
Dividend yield
Estimated forfeiture rate
2016
2015
2014
51.42%
1.5%
5.5
0%
7%
The weighted average fair value of options granted for the year ended December 31, 2016 was $nil per option (2015 $2.37,
2014 $nil).
Expected volatility is estimated based on the Company’s historical stock prices. Computation of expected life was estimated
using simplified method for “plainvanilla” options as the Company considers the options granted to have “plainvanilla”
characteristics. The riskfree interest rates for the period within the contractual life of the awards are based on the U.S.
Treasury yield in effect at the time of grant. Estimated forfeiture rates are determined based on expected future employee
behavior.
The fair value of restricted shares is based on the fair market value of the underlying common stock on the date of the grant.
F43
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
(c)
Sharebased Payment Award Activity
A summary of the Company’s stock options activity for the 2003 and 2012 Plan is presented below:
Outstanding as at January 1, 2016
Granted
Exercised
Forfeited / Expired
Outstanding as at December 31, 2016
Vested and expected to vest at December 31, 2016
Exercisable as at December 31, 2016
Weighted
Average
Exercise Price
($/option)
Aggregate Intrinsic
Value
($)
Number
of Options
1,480,400 $
(120,000)
(24,000)
1,336,400 $
1,325,160 $
679,400 $
4.73 $
2.77
4.98
4.91 $
4.91 $
4.83 $
1,459,330
1,328,146
1,317,805
723,706
A summary of the Company’s nonvested restricted share activity for the 2012 plan is presented below:
Nonvested as at January 1, 2016
Granted
Vested
Forfeited
Nonvested as at December 31, 2016
As at December 31, 2016
Number
of NonVested
Restricted
shares
Weighted Average
Grant Date
Fair Value ($)
729,000 $
(364,500)
(14,800)
349,700 $
4.98
4.98
4.98
4.98
Number of
Options
Outstanding
Remaining Average
Contractual
Life (years)
Exercise
Prices
($/option)
Average
Exercise
Price
($/option)
Number
of
Options
Remaining
Contractual Average Exercise
Exercisable Life (years)
Price
($/option)
$
$
2.37
4.98
37,800
1,298,600
1,336,400
0.99 $
6.33 $
6.18
2.37
4.98
4.91
37,800
641,600
679,400
0.99 $
6.33
6.03 $
2.37
4.98
4.83
Sharebased compensation expense, included in cost of sales, selling, general and administrative expenses, and R&D
expenses is charged to operations over the vesting period of the options using the straightline amortization method. The
sharebased compensation expense was $2,409 in 2016 (2015 $952, 2014 $287). As of December 31, 2016, there was
$1,521 and $1,744 of unrecognized compensation cost related to nonvested stock options and nonvested restricted shares,
respectively, granted under the 2012 Plan, which will be recognized over a weighted average period of 40 months,
respectively.
F44
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
The aggregate intrinsic value of the Company’s stock options is calculated as the difference between the exercise price of the
options and the quoted price of the common shares that were in the money. The aggregate intrinsic value of the Company’s
stock options exercised under the 2003 Plan and the 2012 Plan was $370 and $16 for year ended December 31, 2016,
respectively, determined as of the date of option exercise (2015 $1,118, 2014 $840).
The estimated fair value of stock options vested during the year ended December 31, 2016 was $1,567 (2015 $104, 2014
$414).
20.
Statutory surplus reserves
Pursuant to Chinese company law applicable to foreign investment companies, the Company’s PRC subsidiaries are required
to maintain statutory surplus reserves. The statutory surplus reserves are to be appropriated from net income after taxes, and
should be at least 10% of the after tax net income determined in accordance with accounting principles and relevant
financial regulations applicable to PRC enterprises (“PRC GAAP”). The Company has an option of not appropriating the
statutory surplus reserve after the statutory surplus reserve is equal to 50% of the subsidiary’s registered capital. Statutory
surplus reserves are recorded as a component of shareholders’ equity. The statutory surplus reserve as at December 31, 2016
is $14,788 (2015 $13,450).
For the year ended December 31, 2016, Sinovac Beijing appropriated 10% (2015 10%, 2014 10%) of its aftertax profit,
determined under PRC GAAP, to the statutory surplus reserves. For the year ended December 31, 2016, statutory surplus
reserves appropriated was $1,338 (2015 $823, 2014 $819).
Pursuant to the same Chinese company law, the Company’s subsidiaries, Sinovac Beijing, Sinovac R&D, Sinovac Dalian
and Sinovac Biomed can transfer, at the discretion of their respective boards of directors, a certain amount of their annual net
income after taxes as determined under PRC GAAP to a staff welfare and bonus fund which shall be utilized for collective
staff benefits. For the year ended December 31, 2016, the amount is $nil for contribution to such fund (2015 $nil, 2014
$nil). The amounts appropriated to the staff welfare and bonus fund were charged against income and the related provisions
were reflected as accrued liabilities in the consolidated balance sheets.
Sinovac R&D, Sinovac Dalian and Sinovac Biomed have not made any profit since inception. No appropriation to the
statutory surplus reserves and staff welfare and bonus were made.
Dividends declared by the Company’s PRC subsidiaries are based on the distributable profits as reported in their statutory
financial statements reported in accordance with PRC GAAP, which differ from the results of operations reflected in the
consolidated financial statements prepared in accordance with US GAAP. The Company’s ability to pay dividends is
primarily dependent on the Company receiving distributions of funds from its PRC subsidiaries. Dividends declared in 2016
was $nil to the noncontrolling shareholder of Sinovac Beijing (2015 $nil, 2014 $nil). As of December 31, 2016, the
Company has $nil dividend payable (December 31, 2015 $nil).
F45
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
Under PRC laws and regulations, statutory surplus reserves are restricted to setoff against losses, expansion of production
and operation and increasing registered capital of the respective company, and are not distributable other than upon
liquidation. Staff welfare and bonus funds are restricted to expenditures for the collective welfare of employees. The reserves
are not allowed to be transferred to the Company in terms of cash dividends, loans or advances, nor are they allowed for
distribution except under liquidation. Amounts restricted include the PRC subsidiaries’ paidin capital and statutory surplus
reserves of the Company’s PRC subsidiaries totaling $63,592 (RMB 440 million) as of December 31, 2016 (December 31,
2015, $57,756 (RMB 409 million)). Further, foreign exchange and other regulations in the PRC further restrict the
Company’s PRC subsidiaries from transferring funds to the Company in the form of loans, advances or cash dividends. As of
December 31, 2016, amounts restricted include the net assets of the Company’s PRC subsidiaries, which amounted to
$71,552 (December 31, 2015 $64,624).
21.
Noncontrolling Interests
Noncontrolling interests represent the interest of noncontrolling shareholders in Sinovac Beijing and Sinovac Dalian based
on their proportionate interests in the equity of that company adjusted for its proportionate share of income or losses from
operations. On October 1, 2016, the Company increased its ownership in Sinovac Dalian by an additional 12.86% by
converting debt owed by Sinovac Dalian in the amount of $12,772 (RMB 80 million). Noncontrolling interest in Sinovac
Dalian was 45% prior to October 1, 2016, and was 32.14% after October 1, 2016.
F46
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
22.
Earnings (loss) per Share
The following table sets forth the computation of basic and diluted income (loss) attributable to shareholders of Sinovac per
share:
Numerator
Income (loss) from continuing operations
Less: Income (loss) attributable to noncontrolling interests
Income (loss) attributable to shareholders of Sinovac from continuing
operations
Income (loss) attributable to shareholders of Sinovac from discontinued
operations
Net loss attributable to shareholders of Sinovac
Denominator
Basic weighted average number of common shares outstanding
Dilutive effect of stock options
Diluted weighted average number of common shares outstanding
Basic net income (loss) per share
Continuing operations
Discontinued operations
Basic net income (loss) per share
Diluted net income (loss) per share
Continuing operations
Discontinued operations
Diluted net income (loss) per share
For the year ended December 31
2014
2015
2016
(Restated) (Restated)
(3,058)
(124)
(229)
459
(2,934)
(688)
279
270
9
2,338
(596)
(728)
(1,416)
(1,524)
(1,515)
56,949,083 56,313,927 55,681,076
433,126
56,949,083 56,313,927 56,114,202
(0.05)
0.04
(0.01)
(0.05)
0.04
(0.01)
(0.02)
(0.01)
(0.03)
(0.02)
(0.01)
(0.03)
0.00
(0.03)
(0.03)
0.00
(0.03)
(0.03)
Antidilutive options and nonvested restricted shares were not included in the diluted EPS calculation for the year ended
December 31, 2016.
23.
Segment Information
The Company operates exclusively in the biotechnology sector. The Company’s business is considered as operating in one
segment. The Company’s Chief Executive Officer is the chief operating decision maker and reviews the consolidated results
of operations when making decisions about resources allocation and assessing performance of the Company as a whole. All
revenues are generated from the subsidiaries located in China. Total longlived assets of $75,579 including prepaid land
lease payments, property, plant and equipment are all located in mainland China (December 31, 2015 $73,487). The
Company’s total assets by geographic location are as follows:
Assets
Mainland China
Hong Kong
Total Assets
F47
December 31,
2016
2015
(Restated)
$
$
196,276 $
15,079
211,355 $
173,572
29,355
202,927
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
The Company’s revenues by product are as follows:
Sales
Inactivated hepatitis vaccines
Influenza vaccines
Enterovirus 71 vaccines
H5N1
Mumps
Total Sales
For the year ended December 31,
2014
2015
2016
$
$
20,596 $
9,829
35,140
6,389
477
72,431 $
49,416 $
12,674
3,852
1,472
67,414 $
48,450
12,131
201
2,150
62,932
The H5N1 vaccines were all sold to the Chinese government. The Company’s sales of H5N1 vaccines are dependent on
government stockpiling purchases.
The Company’s revenues are attributed to geographic locations as follows:
Sales
Mainland China
Foreign countries
Total Sales
For the year ended December 31,
2014
2015
2016
$
$
71,184 $
1,247
72,431 $
66,779 $
635
67,414 $
61,955
977
62,932
F48
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
24.
Collaboration Agreements
(a)
On March 12, 2009, the Company entered into a technology transfer agreement (with an amendment agreement
entered into on December 14, 2011) with Tianjin CanSino Biotechnology Inc. (“Tianjin Cansino”). According to
the agreement, Tianjing Cansino will transfer the technology related to pneumococcal vaccine to the Company and
jointly develop the technology with the Company. The collaboration term under the technology transfer agreement
is from March 12, 2009 to eight years after the first sale of the vaccine developed under the technology transfer
agreement in the Chinese market.
Under the terms of the technology transfer agreement, the Company will make milestone payments of up to $3,000
and royalty payments ranging from 6% to 10% of net sales in China. Both parties will work together to develop
international markets for the products. On November 17, 2009 and December 14, 2011, two amendment agreements
were signed for the payment of $300 for the transfer of an additional six serotypes and related technology. As of
December 31, 2016, the Company made total milestone payments of $1,200 ($1,000 under the March 12, 2009
agreement and $200 under the December 14, 2011 amendment). The remaining milestone payments will be paid
when the Company achieves each specific milestone, which includes obtaining clinical trials approval, completing
clinical trials and achievement of desired results, and achievement of commercial sales.
On January 29, 2015, the Company entered into a third amendment to the technology transfer agreement dated
March 12, 2009 and the two amendment agreements dated November 17, 2009 and December 24, 2011. By
entering into this third amendment, the technology transfer agreement was revised to be a licensing agreement. The
remaining milestone and royalty payments under the technology transfer agreement have been reduced. Both the
Company and Tianjin Cansino are free to develop pneumococcal vaccines or to collaborate with one other
company for the same purpose. The Company made a payment of $300 in June 2016 and recorded it in R&D
expenses (2015 $300, 2014 $nil).
(b)
On August 18, 2009, the Company entered into a patent license agreement with the National Institutes of Health
(“NIH”), an agency of the United States Public Health Services within the Department of Health and Human
Services. NIH has granted the Company a nonexclusive license to make and use certain of its products. NIH has
also granted the Company the right to use certain associated information for development of its licensed products.
The collaboration term under the patent license agreement is from August 18, 2009 to the later of (a) the expiration
of all royalty obligations under the licensed rights where such rights exist and (b) eight years after the first
commercial sale by the Company, unless the agreement is terminated earlier per the provisions included therein.
F49
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
(c)
(d)
The Company has agreed to pay NIH a license issue royalty of $80 upon execution of the agreement and a non
refundable minimum annual royalty of $8, and royalty payments on net sales ranging from 1.5% to 4% depending
on the sales territory and the customers. The Company has also agreed to pay NIH benchmark royalties of $330
upon achieving each benchmark as specified in the patent license agreement, including completion of clinical trials,
obtaining regulatory approval for marketing, and achievement of commercial sales. The Company recorded a
license issue royalty of $nil for the year ended December 31, 2016 as R&D expenses (2015 $9, 2014 $8).
On August 15, 2011, the Company licensed from Medimmune, LLC, a US based pharmaceutical company, certain
nonexclusive rights to use patented reverse genetics technology pertaining to H5N1 influenza virus strain
production for vaccines. The Company has agreed to pay an upfront license fee and milestone payments of up to an
aggregate of $9.9 million based upon achievement of cumulative net sales of licensed products in China (including
Hong Kong and Macau), as well as royalty payments in single digit of net sales of the licensed products in China
(including Hong Kong and Macau). License fee and royalties of $3,400 accrued at the end of 2011 were paid in
2012. In 2013, the Company obtained a new stockpile order of 3 million doses of H5N1 vaccines from the Chinese
government. For the year ended December 31, 2013, royalties of $1,036 was capitalized as inventory costs and
included in accounts payable and accrued liabilities, which was paid in May 2014. No royalties were incurred for
the years ended December 31, 2015 and 2014, respectively. The Company accrued a royal payment of $8 as of
December 31, 2016.
On August 15, 2012, the Company entered into amendment agreements with Medimmune to revise the termination
date of the main license agreement to December 29, 2015.
On April 3, 2014, the Company entered into a nonexclusive license agreement (the “Agreement”) with The
Institute for Translational Vaccinology (“INTRAVACC”), a governmental institute working under the Dutch
Ministry of Public Health, Welfare and Sports, to develop and commercialize the Sabin Inactivated Polio Vaccine
(“sIPV”) for distribution in China and other countries. The Company expects to develop and commercialize the
vaccine in China, as well as seeking regulatory approval in other countries. The agreement has a term of 50 years.
The Company has agreed to pay INTRAVACC up to $2,406 (€1.5 million), net of PRC tax, including an entrance fee
and milestone payments upon achieving specific milestones. The Company has also agreed to pay royalty payments
in a single digit percentage of net sales generated worldwide from the product or products developed under the
Agreement. The Company recorded an entrance fee of $665 (€0.5 million) for the year ended December 31, 2014 as
research and development expense. The Company also recorded $125 (€94) for payment made to INTRAVACC for
use of sIPV viral seeds in R&D expenses for the year ended December 31, 2014. There was no expense incurred or
paid to INTRAVACC for the year ended December 31, 2015. The Company recorded a milestone fee of $568 (€0.5
million) for the year ended December 31, 2016 as research and development expense.
F50
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
(e)
In September 2015, Sinovac Dalian entered into a technology transfer and supply agreement with
GlaxoSmithKline Biologicals SA, or GSK, to use GSK’s measles seeds to develop combination vaccines
containing measles for the China market. Under this agreement, GSK agreed to transfer its measles seeds, provide
reasonable assistance and relevant technical materials to Sinovac Dalian for the purpose of developing and
producing combination vaccines containing measles. The Company made a payment of $84 for purchasing measles
seeds to GSK for the year ended December 31, 2016.
25.
Subsequent Events
On June 26, 2017, the Company entered into an amalgamation agreement (the “Amalgamation Agreement”) with Sinovac
(Cayman) Limited (“Parent”) and Sinovac Amalgamation Sub Limited (“Amalgamation Sub”), a wholly owned subsidiary of
Parent. Pursuant to the Amalgamation Agreement, Parent will acquire Sinovac Biotech Ltd. for cash consideration equal to
US$7.00 per common share. Subject to the terms and conditions of the Amalgamation Agreement, at the effective time of the
amalgamation, Amalgamation Sub will be amalgamated with and into Sinovac Biotech Ltd., with Sinovac Biotech Ltd.
continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Amalgamation”). The Company’s
board of directors, acting upon the unanimous recommendation of the special committee formed by the board of directors, or
the Special Committee, unanimously approved the Amalgamation Agreement and the transactions contemplated by the
Amalgamation Agreement, including the Amalgamation, and resolved to recommend that the Company’s shareholders
authorize and approve the Amalgamation Agreement and the transactions contemplated by the Amalgamation Agreement,
including the Amalgamation.
The Amalgamation is subject to customary closing conditions, including approval by an affirmative vote of holders of Shares
representing at least twothirds of the Company’s common shares present and voting in person or by proxy as a single class at
a meeting of the Company’s shareholders, which will be convened to consider the authorization and approval of the
Amalgamation Agreement and the transactions contemplated by the Amalgamation Agreement, including the
Amalgamation, and the other closing conditions specified in the Amalgamation Agreement. If completed, the Amalgamation
will result in Sinovac Biotech Ltd. becoming a privatelyheld company and the Company’s common shares will no longer be
listed on NASDAQ. If the Amalgamation Agreement is terminated under certain circumstance, the Company may be
required to Pay Parent a termination fee of $15.0 million.
F51
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
26.
Condensed Financial Information of the Parent Company
Balance Sheets
ASSETS
Current assets
Cash and cash equivalents
Prepaid expenses and other receivables
Amount due from subsidiaries
Dividend receivables
Total current assets
Investment in subsidiaries
Total assets
LIABILITIES AND EQUITY
Current liabilities
Accrued expenses and other payables
Amount due to subsidiaries
Total current liabilities
Total liabilities
EQUITY
Preferred stock
Authorized 50,000,000 shares at par value of $0.001 each
Issued and outstanding: nil
Common stock
Authorized: 100,000,000 shares at par value of $0.001 each
Issued and outstanding: 57,011,761 (2015 – 56,906,561)
Additional paidin capital
Accumulated other comprehensive income
Retained earnings
Total shareholders' equity
December 31,
2016
2015
(Restated)
813 $
405
69,635
21,280
92,133
35,210
127,343 $
331
70
66,782
21,280
88,463
39,334
127,797
$
$
$
1,056 $
10,520
11,576
$
11,576 $
57
666
5,478
6,144
6,144
57
112,668
168
2,874
115,767
109,944
8,182
3,470
121,653
Total liabilities and equity
$
127,343 $
127,797
F52
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
Statements of Comprehensive Income (Loss)
Selling, general and administrative expenses
Total operating expenses
Loss from operations
Other expenses
Interest income
Equity earnings of subsidiaries, net of tax
Gain on disposal of subsidiary
2016
For the year ended December 31
2015
(Restated)
2014
(Restated)
5,434
1,813
2,466
5,434
(5,434)
382
2,118
2,338
1,813
(1,813)
(5,053)
413
5,037
2,466
(2,466)
759
192
Net loss
(596)
(1,416)
(1,515)
Other comprehensive income (loss), net of tax of nil
Foreign currency translation adjustments
(8,014)
(3,844)
Total comprehensive loss
$
(8,610) $
(5,260) $
(2,098)
(3,613)
F53
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
Statements of Cash Flows
2016
For the year ended December 31
2015
(Restated)
2014
(Restated)
$
(596) $
(1,416) $
(1,515)
Cash flows provided by (used in) operating activities
Net loss
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Gain on disposal of subsidiary
Sharebased compensation
Equity in (earnings) of subsidiaries
Changes in:
Amount due to (from) subsidiaries
Prepaid expenses and other receivables
Amount due to subsidiaries
Accrued expenses and other payables
(2,338)
293
(2,118)
(171)
(335)
5,042
390
202
(5,037)
2,914
(61)
1,900
82
Net cash provided by (used in) operating activities
167
(1,416)
Cash flows provided by financing activities
Proceeds from issuance of common stock, net of share issuance costs
Proceeds from shares subscribed
Net cash provided by financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
315
315
482
331
Cash and cash equivalents, end of year
$
813 $
732
18
750
(666)
997
331 $
(a) Basis of presentation
287
(192)
(1,139)
114
1,815
(336)
(966)
512
51
563
(403)
1,400
997
The condensed financial information has been prepared using the same accounting policies as set out in the accompanying
consolidated financial statements except that the Company used the equity method to account for investment in its subsidiaries.
The Company records its investment in its subsidiaries under the equity method of accounting. Such investment is presented on the
balance sheets as “Investment in subsidiaries” and share of their income (loss) as “Equity earnings (losses) of subsidiaries” in the
statements of comprehensive income (loss).
Each of the Company’s PRC subsidiaries has restrictions on its ability to pay dividends to the Company under PRC laws and
regulations (Note 20). The subsidiaries did not pay any dividends to the Company for the years presented.
F54
SINOVAC BIOTECH LTD.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, unless otherwise stated)
Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have
been condensed or omitted by reference to the consolidated financial statements.
(b) Commitments
The Company does not have any significant commitments or longterm obligations as of any of the periods presented, except for
those disclosed in the consolidated financial statements (notes 17 and 24).
F55