Exhibit 4.14


 


Asset
Acquisition Agreement


 


In Relation to
Guangda Pharmaceutical


 


Party A: Beijing Xingchang
High-tech Development Corporation


Legal Representative: Hailing
Wang


Address: No. 9 Chaoqian
Road, Changping District Beijing


 


Party B: Sinovac Biotech Co.,
Ltd.


Legal Representative: Aihua Pan


Address: No. 39 Shangdi West
Road, Haidian District Beijing


 


Whereas:


 


1. Party A is a development
enterprise located in the Changping Section of Beijing Zhongguancun
Science Park that possesses certain creditor’s rights against Beijing Guangda
Pharmaceutical (hereinafter referred to as the “Debtor”), and has already
acquired the Debtor’s land use rights and housing properties (hereinafter
referred to collectively as the “Real Estates”) in connection with the plant
area located at No. 15 Zhitong Road, Zhongguancun Science Park, Changping
District, Beijing (hereinafter referred to as the “Plant Area”) through
judicial auctions. The Real Estates consist of: (i) five above-ground
buildings, with a total construction area of 32322.66m2 (the housing ownership no.
is JingFangQuanZheng ChangJiZi No. 30272); and (ii) the land use
rights in connection with a land area of 29021.61m2 designated for industrial purposes. The land
is state-owned, and the state-owned land use certificate no. is
JingChangGuoYong 2002 ChuZi No. 174. Party A will also acquire the
Debtor’s machinery and other assets in the Plant Area through judicial
auctions;


 


2. Party B is an enterprise
specialized in the research and development, and the


 


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production and sales of human
vaccine. Party B is also engaged in supporting the national reserve of pandemic
influenza vaccines (H1N1 Influenza A). Party B intends to be assigned the
Debtor’s aforesaid Real Estates, machinery and other assets that have been
acquired by Party A through the judicial procedures for the purpose of
production and storage of human vaccines.


 


In accordance with relevant laws
and regulations, through friendly consultations, Party A and Party B hereby
agree on the matters concerning the asset transfer as follows.


 


Article 1       Assets
Transferred


 


1. The assets to be transferred
by Party A consist of the following two categories:


 


(1) Party A’s Real Estates acquired through judicial procedures;


 


(2) Party A’s machinery and
other assets to be acquired from the Debtor, as listed in Attachment 1,
through judicial procedures.


 


In this agreement (the “Agreement”), the aforesaid two categories of
assets are collectively referred to as the “Assets Transferred” or “Assets”.


 


1.2 Party A represents that it has already acquired or will shortly
acquire the necessary approvals, permissions or consents requisite for the due
execution of this Agreement and the completion of the asset transfer
contemplated hereunder, in accordance with the relevant laws and regulations
and the its articles of association. Party A also represents that it has the
legal capacity to transfer the Assets to Party B pursuant to this Agreement,
and such actions do not contravene any governing laws and regulations or any
binding documents.


 


Article 2       Consideration and Payment


 


2.1 Both parties agree the total price of the Assets Transferred to be
Renminbi One Hundred and Twenty Million Yuan (RMB 120,000,000.00).


 


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2.2 The specific terms of payment are as follows:


 


2.2.1 Party B will pay Renminbi Ten Million Yuan (RMB 10,000,000) to
Party B within three business days after this Agreement takes effect, and pay
Renminbi Forty-Six Million and Five Hundred Thousand Yuan (RMB46,500,000) to
Party A within 10 business days after this Agreement takes effect. Party A will
use the aforesaid sum of money to pay the People’s Court the remaining auction
price of the Real Estates and for bidding the machinery and other assets;


 


2.2.2 Party B shall pay the remaining price to Party A within 3 years
according to the following schedule:


 


(1) Renminbi Ten Million Yuan
(RMB10,000,000) is to be paid by December 31, 2010;


 


(2) Renminbi Ten Million Yuan
(RMB10,000,000) is to be paid by June 30, 2011; Renminbi Ten Million Yuan
(RMB10,000,000) is to be paid by December 31, 2011;


 


(3) Renminbi Ten Million Yuan
(RMB10,000,000) is to be paid by June 30, 2012; Renminbi Twenty-Three
Million and Five Hundred Thousand Yuan (RMB23,500,000) is to be paid by
December 31, 2012;


 


2.3 Party A will issue a real estate sales invoice to Party B upon
receipt of each payment from Party B.


 


Article 3       Delivery of Assets


 


3.1 Party A shall procure the People’s Court’s ruling to transfer the
ownership of the Assets to Party A within seven business days after Party B has
paid Renminbi Fifty-Six Million and Five Hundred Thousand Yuan (RMB 56,500,000)
pursuant to Article 2.2.1 hereunder.


 


3.2 The People’s Court shall have completed cleaning up the Debtor’s
Plant Area and transferred the Assets to Party A for its management by the time
this Agreement is signed. Both parties agree to complete the procedures for the
delivery of the Assets within two business days after Party B has paid Renminbi
Fifty-Six Million and Five Hundred Thousand Yuan (RMB 56,500,000) to Party A
pursuant to Article 2.2.1 


 


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hereunder.


 


3.3 Party A’s Undertaking :


 


3.3.1 During the delivery of the Assets:


 


(1) All the Debtor’s personnel
shall have left the Plant Area;


 


(2) Any articles in the Plant
Area not within the scope of the Assets Transferred shall have been removed out
of the Plant Area, except for the sculptures and green plants in the Plant
Area, the articles stored in the poisonous chemical agent storage, and the
articles left by the Debtor (see Attachment 2 for a list of articles left by
the Debtor);


 


(3) The water, electricity and
heating facilities in the Plant Area operate smoothly, and all the fees
relating to the water, electricity and heating supply shall have been paid up
before the delivery of the Assets.


 


3.3.2 The Real Estates transferred to Party B are not encumbered with
any mortgage, pledge, leasing or any other forms of third party rights.


 


3.4 Pursuant to Article 3.2 hereunder, both parties shall send
personnel at an agreed time to the Plant Area to check and hand over the
Assets, to complete the delivery procedures and sign the delivery confirmation.


 


Article 4     Assets Transfer or Delivery Procedure


 


4.1  After the People’s Court’s
ruling on the transfer of the Real Estates to Party B becomes effective, Party
A shall go through the formalities required by the relevant
department(s) for the transfer of the Real Estates to Party B, and shall
complete them within three months after the judgment is handed down. If the
transfer is not completed by the aforesaid deadline due to any causes not
attributable to Party A and Party A has provided a written notification, the
aforesaid deadline may be reasonably postponed. In any event, the prolonged
time limit shall not exceed five months (starting from when Party A has
procured the People’s Court’s ruling). Both parties shall pay their own taxes
incurred by law due to the asset transfer contemplated hereunder.


 


4.2  After Party A has procured
the People’s Court’s ruling and delivered the machinery and other assets to
Party B, the delivery of such assets shall be regarded as 


 


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complete.


 


Article 5       With Party B’s construction design of
workshops as the principal consideration, Party A shall endeavor to cooperate
with and assist Party B to acquire the various approvals necessary for using
the Assets Transferred in human vaccine production, including the environmental
impact assessment for construction work.


 


Article 6     Breach and Cancellation


 


6.1 Both parties shall perform their obligations strictly in accordance
with the Agreement. If either party fails to perform its obligations hereunder
or otherwise contravenes this Agreement, that party shall be liable for breach
of contract and compensate the other party for all the loss suffered.


 


6.2  If Party B fails to pay Party
A at the agreed time pursuant to the Agreement, Party A shall process the
formalities of delivery and deliver the Assets at a correspondingly later date.
Party B shall pay Party A a penalty equal to 0.05% of the sum payable to Party
A for each additional day.


 


6.3  After Party B has paid Party
A, if Party A fails to transfer the Real Estates to Party B within the
specified time pursuant to this Agreement, Party A shall pay a penalty equal to
0.05% of the sum already received from Party B for each additional day. In
addition, Party B shall pay the remaining price at a correspondingly later
date.


 


6.4  If Party A fails to procure
the People’s Court’s ruling to transfer the Assets to Party A within the
specified time pursuant to this Agreement, Party B is entitled to terminate
this Agreement unilaterally. Party A shall refund all the money already
received from Party B within three days after receiving Party B’s termination
notice. If the refund is late, Party A shall pay a penalty to Party B at the
rate pursuant to Article 6.3.


 


6.5 If the asset transfer contemplated under this Agreement is made
impossible to be performed or rendered invalid due to Party A’s breach of
Article 1.2 hereunder, Party B is entitled to terminate this Agreement
unilaterally. Party A shall refund all the money already received from Party B
within three days after receiving Party B’s termination 


 


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notice,
and compensate Party B for all the loss suffered.


 


Article 7       Both parties shall keep the
contents of this Agreement confidential unless otherwise required by applicable
law and regulation.


 


Article 8       Any disputes relating to or
arising from this Agreement shall first be solved by both parties through
friendly consultations. If the consultation fails, either party is entitled to
apply to Beijing Arbitration Commission for arbitration. The arbitral award
shall be final and binding on both parties.


 


Article 9       This Agreement is prepared
in two counterparts, and takes effects after it is signed and stamped by the
representatives of both parties. Party A and Party B shall each hold one
counterpart, which carries equal legal validity.


 


Article 10    This Agreement is signed by
Party A and Party B on February 10, 2010 in the Changping District of
Beijing.


 


(The
remainder of this page is intentionally left blank)


 


 


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  Party A:

  	
  /s/

  	
   

  	
  Party B:

  	
  /s/ Weidong Yin

  
	
  [Imprinted with the company seal of Beijing Xingchang High-tech
  Development Corporation]

  	
   

  	
  [Imprinted with the company seal of Sinovac Biotech Co., Ltd.]

  
	
  Signatory Representative:

  	
   

  	
  Signatory Representative:

  



 


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