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 ...

Core Viewpoint - The ongoing internal conflicts at Sinovac Biotech, highlighted by legal disputes and significant dividend announcements, reflect deeper governance issues and shareholder rights concerns within the company [1][3][4]. Group 1: Internal Conflicts and Legal Disputes - Sinovac Biotech has been embroiled in internal disputes for nearly a decade, with multiple lawsuits filed by various capital firms, including Weiwang Capital and Shangcheng Capital [1][6]. - The recent special shareholder meeting on July 9, 2025, resulted in the approval of proposals to remove current directors and elect a new board nominated by Sequoia Capital, indicating a shift in control [1][15]. Group 2: Dividend Announcements - Sinovac announced a massive dividend payout potentially reaching $7.5 billion (approximately 53.8 billion RMB), which constitutes about 73% of its cash reserves, aimed at appeasing shareholders amid governance concerns [3][16]. - The first phase of the dividend, set at $55 per share, was scheduled for distribution prior to the special shareholder meeting, raising questions about the motivations behind such a large payout [3][17]. Group 3: Governance and Shareholder Rights - The company faces significant governance challenges, with calls for correcting past mistakes related to shareholder rights and board composition [4][18]. - The ongoing disputes over board elections and the legitimacy of the "poison pill" strategy highlight the complexities of shareholder rights and management control within Sinovac [11][12][14]. Group 4: Future Directions - The management aims to restore credibility in the capital markets and ensure fair treatment of shareholders, with plans for a secondary listing on the Hong Kong Stock Exchange to enhance liquidity and address the prolonged trading suspension [17][18]. - The new board, if elected, is expected to consist of members with experience in managing NASDAQ biotech companies and familiarity with international compliance [18].

Core Viewpoint - The ongoing internal conflicts at Sinovac Biotech have led to multiple legal disputes among shareholders, with significant developments regarding board governance and shareholder rights [2][3][4]. Group 1: Shareholder Disputes and Governance Issues - The internal strife at Sinovac Biotech has been marked by legal actions initiated by Weiwang Capital and other shareholders, leading to a series of court cases [2]. - On July 9, 2025, a special shareholder meeting resulted in the removal of current directors and the election of ten new board candidates nominated by Sequoia Capital, indicating a shift in governance [2][10]. - The ongoing governance issues are primarily attributed to structural problems and shareholder rights, necessitating a correction of past mistakes [3][12]. Group 2: Financial Developments and Dividends - A significant cash dividend of $55 per share was announced, amounting to approximately $3.95 billion (around 28 billion RMB), aimed at compensating minority shareholders and addressing governance concerns [11][12]. - The distribution of dividends has been interpreted as a strategy to gain shareholder support ahead of the special meeting, amidst criticisms regarding the legitimacy of the current board [12][11]. Group 3: Historical Context and Shareholder Dynamics - The conflict traces back to a privatization attempt in 2016, involving competing buyer groups, which has led to ongoing disputes over control and governance [5][6]. - Strong New Capital's involvement has raised questions about its intentions, with claims that its investments were aimed at supporting the vaccine industry rather than seeking control [7][12]. - The "poison pill" strategy initiated by Sinovac Biotech's management has been criticized for potentially undermining shareholder rights while consolidating management control [7][8]. Group 4: Future Outlook and Strategic Goals - The current management aims to restore credibility in the capital markets and ensure fair treatment of shareholders, with plans for a secondary listing on the Hong Kong Stock Exchange to enhance liquidity [12][13]. - The board's future composition will depend on the ability to attract members with experience in managing NASDAQ biotech companies and formulating global strategies [13].

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].

Core Viewpoint - The article discusses the ongoing power struggle within Sinovac Biotech, highlighting the recent shareholder meeting where SAIF Partners successfully removed the current board and appointed its own nominees, indicating a significant shift in control and strategy within the company [2][4][5]. Group 1: Board Restructuring - On July 9, 2023, Sinovac Biotech held a special shareholder meeting where shareholders voted to dismiss the current board and elect ten new directors nominated by SAIF Partners, resulting in a board dominated by the Yin Weidong faction [2][4][5]. - The new board members include Simon Anderson, Fu Shan, Jiao Shuge, Li Jiaqiang, Lu Yulin, Qiu Yumin, Wang Yu, Xiao Ruiping, Yan Yan, and Yin Weidong [6]. - The previous board meeting was marked by controversy, as the current chairman Li Jiaqiang called for a recess, preventing shareholder participation, which led to further tensions [8][9]. Group 2: Dividend Strategy - Prior to the board reshuffle, Sinovac announced a total dividend plan of up to $7.5 billion, which is perceived as a strategy to gain shareholder support while potentially depleting cash reserves to weaken future control by opponents [2][10]. - The proposed dividends include a special cash dividend of $55 per share, a second special cash dividend of $19 per share, and a third special cash dividend ranging from $20 to $50 per share, which could result in shareholders receiving up to $124 per share in total dividends [10]. - The total dividend payout could reach $7.448 billion, while the company's total market value is reported to be less than $500 million, indicating a significant cash outflow relative to its market capitalization [10][25]. Group 3: Historical Context and Internal Conflict - The internal conflict at Sinovac has persisted for nearly a decade, primarily between co-founders Yin Weidong and Pan Aihua, leading to various aggressive tactics including attempts at privatization and shareholder dilution [12][16][17]. - The struggle intensified with actions such as seizing company seals and power outages, alongside the implementation of a "poison pill" strategy to dilute shares held by opponents [17][18]. - The company was forced to suspend trading on NASDAQ in February 2019 due to governance issues, reflecting the severity of the internal disputes [18]. Group 4: Financial Health and Future Outlook - Sinovac reportedly has $10.3 billion in cash and cash equivalents, but the proposed dividend payments could consume over 70% of this cash, leaving only $2 billion for operational needs [25]. - The company faces challenges with its core product, the "Kexing" vaccine, which is reportedly facing production halts, alongside a limited pipeline of revenue-generating products [26][27]. - The new board plans to reserve only $2 billion for operational funds post-dividend, raising concerns about the company's sustainability and future direction amidst ongoing shareholder disputes [28].

Core Viewpoint - The control of Sinovac remains unresolved as disputes arise among shareholders regarding the legitimacy of a special shareholders' meeting and board changes [1][2][3] Group 1: Shareholder Disputes - The special shareholders' meeting held on July 9 aimed to vote on two proposals: the removal of the current board members and the election of ten new directors nominated by Sequoia Capital [1][5] - The shareholders are divided into two factions: the original board led by founder Yin Weidong and the current board led by Li Jiaqiang [1][2] - The legality of the meeting called by Sequoia Capital and the newly formed board is under dispute, with claims of illegitimacy from both sides [3][6] Group 2: Board Composition and Voting - The proposed new board candidates include Simon Anderson, Fu Shan, Jiao Shuge, Li Jiaqiang, and others, with significant representation from Sequoia Capital and VIVO Capital [4][5] - Sequoia Capital claims that the shareholders approved their proposals during the special meeting, while Li Jiaqiang's side contests the validity of this claim [5][6] Group 3: Legal Proceedings and Court Rulings - Li Jiaqiang's faction argues that the special meeting was legally adjourned and that any subsequent meeting held without his presence lacks legal authority [3][6] - The ongoing legal disputes include the validity of PIPE shares held by VIVO Capital and Shangcheng Capital, with conflicting court rulings regarding their participation in the voting process [7][8] - The Antigua court has previously ruled against the legitimacy of the board elected in 2018, which has implications for the current governance structure [9][10]

Core Viewpoint - The article highlights the significant decline in IPOs in the A-share market, with only 100 IPOs completed in 2024, the lowest in a decade. This has led many companies to pivot towards mergers and acquisitions (M&A) as a means to enter the capital market [1]. Summary by Sections M&A Practical Manual Overview - The "M&A Practical Manual" consists of 342 pages and 173,000 words, covering 11 chapters that outline key operational points and common issues from the perspectives of buyers, sellers, and intermediaries in M&A transactions [2]. Implementation Procedures - The manual details various stages of M&A, including due diligence, financial and accounting assessments, organizational structure, risk factors, and common issues that may arise during the process [4]. Pricing and Payment Methods - Chapter 4 discusses four common pricing methods and three evaluation methods, emphasizing the importance of performance guarantees and considerations for setting them [16]. - Chapter 5 focuses on payment methods, including cash payments, stock payments, and zero acquisitions, along with their advantages and disadvantages [21]. Negotiation Techniques - Chapter 6 provides insights into negotiation strategies, including preparation, timing, and tactics to employ during negotiations, highlighting the importance of effective communication [24]. Public Company Acquisitions - Chapter 9 elaborates on the operational logic of acquisitions and major asset restructurings involving public companies, detailing various acquisition methods such as tender offers, agreement acquisitions, and management buyouts, supported by case studies [26][27]. Integration Strategies - The final chapter discusses integration strategies post-acquisition, emphasizing the need for effective communication and collaboration between the acquiring and acquired companies to achieve synergy [28].

Core Viewpoint - The recent dividend plan by Sinovac Biotech has drawn significant attention, with a potential payout of up to $7.5 billion, raising questions about the company's financial strategy amidst ongoing shareholder disputes [1][2]. Dividend Plan - Sinovac Biotech announced three special cash dividends: $55 per share for the first phase, $19 for the second, and a planned $20 to $50 for the third phase, aiming to return cash to shareholders [2][3]. - The first phase of the dividend is set to be paid before a crucial shareholder meeting on July 9, 2025, where board member elections will take place [2][3]. Financial Performance - In 2021, Sinovac reported a net profit of $8.46 billion, but revenues and profits plummeted in 2022, with revenue at $1.493 billion and net profit at $114 million, both down over 90% year-on-year [3][8]. - The company has faced losses in 2023 and the first half of 2024, raising concerns about its ability to sustain such high dividend payouts [3][8]. Shareholder Disputes - The ongoing conflict between the two founding members, Yin Weidong and Pan Aihua, has persisted for nearly a decade, with both sides vying for control of the company [4][5]. - The board's current composition has been challenged, with allegations of governance issues and the legitimacy of board members being questioned [7][9]. Strategic Implications - The board, led by 1Globe, is perceived to be using the dividend strategy as a means to secure shareholder support ahead of the upcoming vote, while also potentially depleting the company's cash reserves [8][9]. - Sinovac's cash and cash equivalents amount to approximately $10.3 billion, and the proposed dividend could consume over 70% of these funds, raising concerns about future operational viability [8][9].

Group 1: On and Canadian Goose Performance - On is accelerating its expansion in China with plans to open over 20 new stores in 2024, aiming for direct sales to contribute 10% of total sales [2] - Canadian Goose reported a 7.9% revenue growth in the Greater China region for Q4 of FY2025, with a 15.2% increase in the Asia-Pacific market for the year, driven by effective marketing strategies [3] Group 2: Luxury Brands and Market Challenges - Chanel's net profit plummeted by 28.2% in FY2024, with total sales down 5.3% to $18.7 billion, marking the first decline in revenue and profit since the pandemic [8] - Victoria's Secret initiated a "poison pill" strategy to fend off hostile takeovers, with its stock price dropping over 50% in the year and a 28% decline in net profit for 2024 [12] Group 3: Inditex and Swatch Group Developments - Inditex announced a management reshuffle focusing on financial optimization and ESG strategies, raising concerns about potential impacts on innovation due to a conservative approach [5] - Swatch Group faced a 70% drop in net profit year-on-year, with a 10.94% decline in stock price, as it resisted external capital intervention from activist investor Steven Wood [6] Group 4: Asics and Amer Sports Growth - Asics achieved quarterly revenue exceeding 200 billion yen, with an 18% increase in net profit, driven by high-end running shoes and a 50% surge in sales from its fashion sub-brand [11] - Amer Sports reported a 23% revenue growth in Q1 2025, with the Greater China region becoming a core growth engine, contributing $446 million in revenue [10] Group 5: Market Exits and Strategic Adjustments - Shiseido announced the exit of its "醉象" brand from the Japanese market, citing a 65% drop in sales due to misalignment with local consumer preferences [10] - The luxury market is facing challenges as brands like Chanel and Victoria's Secret struggle with declining sales and shifting consumer behaviors [8][12]