此前数年广为人知的科兴生物公司，近期又因280亿元巨额分红款和董事会纷争成为财经热点。 据媒体报道，7月9日，美国纳斯达克上市公司科兴生物（NASDAQ:SVA）特别股东大会通过了股 东、著名私募股权投资基金赛富基金提出的两项提案：罢免公司现任董事，并选举10名董事，分 别是西蒙·安德森（Simon Anderson，原董事会董事）、付山（维梧资本，原董事会董事）、焦树 阁（独立董事）、李某强（强新资本）、卢毓琳（独立董事，原董事会董事）、裘育敏（永恩资 本）、王宇（独立董事）、肖瑞平（独立董事）、阎焱（赛富基金）、尹某东（前董事长）。 鉴于本案出现了不少公司治理争斗中的"新玩法"，且相关场景在国内也可能发生，因此颇值得从法 律和法理层面进行分析。 在此，笔者需先说明两点：其一，本文仅依据经济观察报等媒体的公开报道信息撰写，与科兴系公 司或其任何股东、控制人、董监高、员工及其亲友、代理人均无往来；其二，为方便讨论，本文主 要根据一般法律原理探讨公司治理中的一般模式化法律问题，重心不在于评判当事人孰是孰非，而 是想为中国公司法制下的玩家在遇到类似事件时，就可否采取特定措施提供参考意见。 在此，我们先回顾一下基本 ...

缪因知／文 尹某东是科兴生物的创始人及长期实际运营者，他曾参与研制SARS灭活疫苗、甲型H1N1流感疫苗、手足口病疫苗和新型冠状病毒疫苗。李某强是医学博士 出身的投资人，此前曾支持科兴生物另一名前董事长潘爱华与尹某东对抗。 作为上市公司的科兴生物，是北京科兴生物制品有限公司（下称"北京科兴"）的母公司，北京科兴控股的北京科兴中维生物技术有限公司是新冠疫苗的主要 供应商。2021年至2022年，科兴生物营收超1300亿元，净利润超960亿元。7月10日，科兴生物发放第一轮每股55美元的现金股息，分红总额为39.5亿美元 （约280亿元人民币）。根据公司计划，后续三轮分红总额将超过500亿元人民币。 上市公司科兴生物注册于加勒比海小岛国、英联邦成员国安提瓜和巴布达。注册地指公司创立人提交文件设立公司的地方，不等同于公司主要营业地，公司 国籍即注册地。在法律和现实世界中，安提瓜和巴布达是一个无足轻重的国家，其法制属英美法系，但具体法律规定鲜为人知。人们选择在此注册公司，主 要因其是避税天堂之一，不对当地注册公司征收所得税，很多公司会在这些避税地注册壳公司，以方便上市流程的操作。鉴于准确查询安提瓜的法律法规和 公司披 ...

Group 1 - ST Unimed (002581.SZ) announced a settlement with Hangzhou Qiangxin Biotechnology Co., resolving a previous equity dispute regarding the 34% stake of its subsidiary, Xiamen Unimed [2][4] - The dispute involved the former chairman of Unimed, Pan Aihua, and Hangzhou Qiangxin's legal representative, Li Pengfei, who were sentenced to several years in prison in February 2024 [2][3] - Hangzhou Qiangxin agreed to transfer the 34% stake in Xiamen Unimed back to Unimed without compensation, while Unimed expressed understanding towards Li Pengfei's alleged embezzlement [2][4] Group 2 - The equity dispute began in May 2022 when Pan Aihua, facing debt issues, signed a deal allowing Hangzhou Qiangxin to acquire the 34% stake for approximately 2.9 billion yuan, which led to a change in control over Xiamen Unimed [3][5] - Unimed later discovered that the 2.9 billion yuan investment by Hangzhou Qiangxin had not been received, and the acquisition was made through an increase in registered capital without actual payment [4] - The court ruled that Hangzhou Qiangxin must return the 34% stake to Unimed, while the criminal responsibilities of the involved parties are still under judicial review [4][5]

Core Viewpoint - The article discusses the recent massive dividend distribution by Sinovac Biotech Ltd. (SVA.US), which has reignited interest in the company and highlighted ongoing control disputes among its shareholders. The total dividend amount could reach up to $8.911 billion, raising concerns about the sustainability of the company's financial health and future development [1][2][3]. Dividend History - In April and June 2025, the board led by Li Jiaqi announced three rounds of dividend plans, with a total potential payout of $8.911 billion, which is approximately 80% of the company's cash reserves of $10.724 billion as of June 30, 2024 [1][3][4]. - The first round of dividends has already been implemented, while the second and third rounds are still pending [4]. Financial Background - The cash reserves of Sinovac Biotech have significantly increased due to profits from the sales of its COVID-19 vaccine, which was approved for conditional use in February 2021 [7][9]. - The company's cash and cash equivalents rose from $1.041 billion in 2020 to $12.7 billion in 2023, largely due to the success of its COVID-19 vaccine [11]. Control Disputes - The control of Sinovac Biotech has been contested between its founder Yin Weidong and Li Jiaqi, with the latter gaining a stronger position following a judicial ruling in January 2025 [2][12]. - The ongoing disputes may distract from the company's focus on developing new drugs, as Li Jiaqi aims to shift attention towards the research and development of innovative medicines [12]. Impact on Future Development - The massive dividend payouts could hinder the company's ability to invest in research and development, which is crucial for its long-term growth, especially as revenues from COVID-19 vaccines decline [12][14]. - The company has faced losses, with a reported net profit loss of $258 million in 2023, indicating financial strain amid declining vaccine sales [12][13]. Historical Context - The article references past instances where shareholder dividends negatively impacted product development, suggesting a potential repeat of history if the current dividend strategy continues [14][15].

Core Viewpoint - The recent massive dividend payout by Sinovac Biotech has reignited concerns about its impact on product development and control disputes within the company, reminiscent of past events in its history [1][10]. Group 1: Dividend Details - Sinovac Biotech's board, led by Li Jiaqiang, announced three rounds of dividend proposals totaling up to $8.911 billion, which is approximately 80% of the company's cash reserves of $10.724 billion as of June 30, 2024 [1][3][9]. - The first round of dividends was set at $55 per share, amounting to $3.952 billion, followed by subsequent rounds of $19 and a range of $20 to $50 per share, potentially bringing the total to $8.911 billion [3][4]. - The total dividend amount proposed is 19 times the company's market value of approximately $465 million, raising concerns about the sustainability of such payouts [3][10]. Group 2: Historical Context and Control Disputes - The company has a history of control disputes, notably a privatization attempt in 2016 that led to a power struggle between founder Yin Weidong and chairman Pan Aihua, with Li Jiaqiang later siding with Yin [2][10]. - The recent dividend proposals are seen as a strategy by Li Jiaqiang to stabilize shareholder confidence amid ongoing control disputes and to compensate for previous years without dividends [9][11]. - The board's decision to issue dividends comes after a period of significant cash accumulation due to profits from the COVID-19 vaccine, which has since declined, leading to a net loss of $258 million in 2023 [6][10]. Group 3: Financial Performance and Future Outlook - Sinovac's financial health has been bolstered by the success of its COVID-19 vaccine, which contributed to a cash reserve increase from $1.041 billion in 2020 to $12.7 billion in 2023 [9][11]. - The company faces challenges in maintaining profitability as sales of its vaccines decline, particularly the EV71 hand-foot-mouth disease vaccine, which has seen reduced demand [10][11]. - The ongoing control struggle and the massive dividend payouts could hinder the company's ability to invest in research and development, which is crucial for future growth [11][12].

Core Viewpoint - The article discusses the internal conflicts within Sinovac Biotech, highlighting the company's significant financial performance and the ongoing power struggle among its shareholders and board members [5][18][21]. Group 1: Company Overview - Sinovac Biotech, known for its COVID-19 vaccine, has reported revenues exceeding 130 billion yuan and a net profit of over 96 billion yuan from 2021 to 2022, resulting in a net profit margin of approximately 73.8% [11][16]. - The company has been suspended from trading for six years due to internal disputes, indicating ongoing governance issues [21]. Group 2: Shareholder Conflict - A recent shareholder meeting in Antigua and Barbuda involved a proposal to remove current board members and elect new candidates nominated by SAIF Partners, reflecting deep divisions among shareholders [18][22]. - The company announced a massive special dividend payment of up to 7.5 billion USD, leaving it with 2.8 billion USD in cash after the distribution [22][23]. Group 3: Historical Context - The founder, Weidong Yin, has a background in public health and has been pivotal in the company's development since its establishment in 2001 [42][62]. - Sinovac's history includes rapid advancements in vaccine development, notably during the SARS outbreak, which laid the groundwork for its later success with COVID-19 vaccines [60][61].

Core Viewpoint - The delayed dividend distribution from Sinovac Biotech has resulted in over 2 billion RMB cash dividends for at least four investors, with a staggering dividend yield of 850% based on the stock price at the time of suspension [1][2]. Group 1: Dividend Distribution - On July 10, Sinovac Biotech announced a cash dividend of $55 per share, totaling approximately $3.95 billion (around 280 billion RMB) based on 71.86 million total shares [5]. - The dividend distribution is seen as a significant return for long-term investors, who have been unable to trade shares in the secondary market since the company was suspended from NASDAQ in February 2019 due to governance issues [5][11]. Group 2: Shareholder Dynamics - Major shareholders benefiting from the dividend include: 1. Strong New Capital, approximately $688 million (about 4.93 billion RMB) [9]. 2. Sequoia Capital, approximately $593 million (about 4.25 billion RMB) [9]. 3. Yin Weidong, approximately $350 million (about 2.5 billion RMB) [9]. 4. Dinghui Investment, approximately $330 million (about 2.36 billion RMB) [9]. 5. Shangrong Capital and Weiwang Capital, each approximately $320 million (about 2.33 billion RMB) [9]. Group 3: Governance and Control Struggles - Sinovac Biotech has been embroiled in a control struggle for seven years, with two competing boards of directors and claims of legitimacy from both sides [3][16]. - The company must submit a compliance rectification plan to NASDAQ by July 15 to avoid delisting risks [3]. - The ongoing disputes have led to a complex situation where two boards, led by different chairpersons, claim authority over the company [16][17]. Group 4: Legal and Regulatory Context - The special shareholders' meeting held on July 8 was marked by significant legal disputes regarding voting rights, particularly concerning the participation of Weiwang Capital and Shangrong Capital [19][22]. - The outcome of the meeting resulted in the election of a new ten-member board led by Yan Yan, which has been contested by the opposing faction [15][16]. - The legitimacy of the board changes and the associated legal battles have been ongoing since 2018, with multiple court rulings impacting the governance structure of Sinovac Biotech [21][22].

Core Viewpoint - The article discusses the significant cash dividend of 28 billion RMB (approximately 4.5 billion USD) announced by Sinovac Biotech, which comes after a prolonged six-year suspension of trading due to internal governance disputes and control struggles within the company [2][3][4]. Company Overview - Sinovac Biotech, a leading vaccine manufacturer, has faced a seven-year power struggle involving key figures such as Yin Weidong, Li Jiaqiang, and Pan Aihua [4][19]. - The company reported revenues exceeding 130 billion RMB (approximately 20 billion USD) and net profits over 96 billion RMB (approximately 15 billion USD) from 2021 to 2022 [4]. Dividend Details - The announced dividend of 55 USD per share translates to a total payout of approximately 39.5 billion USD (280 billion RMB) based on 71.86 million total shares [6]. - The dividend yields an astonishing 850% based on the stock price at the time of suspension [4]. Shareholder Distribution - Major shareholders receiving significant dividends include: - 1Globe Capital and related parties: approximately 6.88 billion USD (49.3 billion RMB) - Sequoia Capital: approximately 5.93 billion USD (42.5 billion RMB) - Yin Weidong: approximately 3.5 billion USD (25 billion RMB) - Dinghui Investment: approximately 3.3 billion USD (23.6 billion RMB) [7]. Governance Disputes - As of the dividend announcement, Sinovac Biotech is facing dual claims of authority from two boards and chairpersons, complicating the governance situation [4][5]. - The company must submit a compliance rectification plan to NASDAQ by July 15 to avoid potential delisting [5]. Legal and Operational Context - The dividend was proposed by a small shareholder, Hengrun Investment, which highlighted that over 10 billion USD in cash remained on the company's books after the dividend [10]. - The ongoing legal disputes regarding the legitimacy of the boards have led to a complex situation where two boards claim legitimacy, with the recent special shareholders' meeting resulting in a new board led by Yan Yan [13][14][18]. Historical Context - The power struggle dates back to 2016, with multiple board changes and legal battles over the company's governance structure, culminating in a ruling in early 2025 that recognized a new board led by Li Jiaqiang [19][20].

Group 1 - The core conflict at Sinovac Biotech revolves around a control struggle, culminating in a shareholder vote that removed the current board led by Li Jiaqi and elected a new board aligned with founder Yin Weidong [1][4] - Sinovac announced a "liquidation-style dividend" plan totaling up to $7.5 billion, with a maximum dividend per share of $124, significantly higher than the pre-suspension share price of $6.47, indicating a dividend yield of 850% [1][4][7] - The company experienced a dramatic increase in revenue during the pandemic, with vaccine sales reaching $19.375 billion in 2021, but has since faced a sharp decline, reporting a loss of $79 million in 2023 [7][8] Group 2 - The dividend distribution is seen as a strategy to gain shareholder support while potentially depleting cash reserves to weaken future control by opponents [4][7] - Following the dividend payout, the company's cash reserves will be significantly reduced, leaving approximately $2 billion for operations, raising concerns about its financial sustainability [1][7] - Sinovac's non-COVID related revenue has consistently remained below $200 million per year, highlighting a lack of sustainable growth beyond its pandemic-era success [7][8]

Core Viewpoint - Sinovac Biotech is planning a massive dividend payout of 75 billion USD (approximately 538 billion RMB), raising concerns about the company's financial health and governance structure [2][4]. Group 1: Dividend Payout - The company intends to distribute a total of 75 billion USD as a "clearance-style" dividend, which is unusual for a healthy company [2][4]. - The dividend payout is over 20 times the current stock price of 6.47 USD, with a total market capitalization of 389 million USD [4][5]. - If the dividend plan is executed, major shareholders stand to gain significantly, with the largest shareholder, SoftBank Group, potentially receiving up to 9.6 billion USD [6][7]. Group 2: Shareholder Dynamics - The company's ownership structure is highly fragmented, with no single shareholder holding more than 30%, leading to a lack of absolute control [5][6]. - The upcoming shareholders' meeting is a critical event, and the founder, Yin Weidong, is likely using the dividend to secure support from other shareholders amid ongoing power struggles [7][10]. - Historical conflicts between co-founders have created a tense environment, with past legal battles affecting current governance [8][10]. Group 3: Financial Performance - Sinovac's financial performance has deteriorated sharply, with net profits dropping from 8.4 billion USD in 2021 to just 1.08 billion USD in 2022, followed by consecutive losses in 2023 and 2024 [10][11]. - The company has substantial cash reserves, which shareholders view as an attractive target for distribution, especially given the uncertain future and lack of a controlling shareholder [11].