U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                   REGISTRATION STATEMENT UNDER THE SECURITIES
                             ACT OF 1933, AS AMENDED

                              SINOVAC BIOTECH LTD.
                           --------------------------
        (Exact name of small business issuer as specified in its charter)

           ANTIGUA                                                   n/a
           --------                                          -----------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation of organization)                              Identification No.)

                               39 Shangdi Xi Road
                            Haidian District, Beijing
                                  China 100085
                      -------------------------------------
                    (Address of Principal Executive Offices)

                                       n/a
                         ------------------------------
                    (Former name, address and fiscal year, if
                           changed since last report)

                   Stock Option Plan for Sinovac Biotech Ltd.
                   ------------------------------------------
                            (Full title of the plan)

                                  Devlin Jensen
                             Barristers & Solicitors
                         555 W. Hastings St., Suite 2550
                           Vancouver, British Columbia
                                 Canada V6B 4N5
                           Attention: Michael Shannon
                      -------------------------------------
                     (Name and address of agent for service)

                                  604.684.2550
                     --------------------------------------
                     (Telephone number, including area code,
                              of agent for service)


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                              Proposed     Proposed
Title of                      maximum      maximum
Securities      Amount        offering     aggregate         Amount of
To be           to be         price        offering          registration
Registered      Registered    per share    price             fee
                                  (1)           (2)
Common Stock    3,000,000       $1.31      $3,930,000.00     $497.93
Common Stock    1,900,000       $4.55      $8,645,000.00     $1,095.32

Total           4,900,000                  $12,575,000.00    $1,593.25
--------------------------------------------------------------------------------



<PAGE>






(1)  Estimated solely for the purpose of computing the registration fee pursuant
to Rule  457(c)  and (h) under  the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"). The proposed maximum offering price per share was determined
by the Board of  Directors  of Sinovac  Biotech  Ltd.  (the  "Company")  and set
contractually.  As of the date of this registration statement (the "Registration
Statement")  5,000,000  stock options (the "Stock  Options") have been issued by
the Company under its present  "Stock Option Plan" (the "Stock Option Plan") and
4,900,000   stock  options  are  being   registered  in  accordance   with  this
Registration Statement.

(2)  This  Registration  Statement  relates  to  such  indeterminate  number  of
additional  shares of common stock of the Company (the "Common Stock") as may be
issuable as a result of stock splits, stock dividends or similar transactions.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
-------------------------------------------------------------

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
-------------------------------------------------

The following documents,  filed with or furnished to the Securities and Exchange
Commission (the "Commission"),  are incorporated in this Registration  Statement
by reference:

     (i)       the  latest  annual  report  of the  Company  filed on Form  20-F
               pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
               of 1934, as amended (the "Exchange Act");

     (ii)      all other reports filed by the Company  pursuant to Section 13(a)
               or 15(d) of the  Exchange  Act since the end of the  fiscal  year
               covered  by the  annual  report on Form 20-F  referred  to in (a)
               above;

     (iii)     the  registration  statement  of the Company  filed on Form 20-FR
               pursuant to Section 12(g) of the Exchange Act; and

     (iv)      the   description  of  securities   which  is  contained  in  the
               registration  statement  on  Form  20-FR  filed  by  the  Company
               pursuant  to  Section  12 of  the  Exchange  Act,  including  any
               amendment  or  report  filed for the  purpose  of  updating  such
               description.

All  documents  subsequently  filed by the Company  pursuant  to Section  13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which either  indicates that all securities  offered have been sold or
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such  documents.  Any statement  contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.
-----------------------------------

The class of  securities  to be offered is  registered  under  Section 12 of the
Exchange Act.




                                        2
<PAGE>






ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
------------------------------------------------

The validity of the securities  being registered will be passed upon by Septimus
Rhudd,  Esq.,  Corporate Counsel to the Company,  No. 6 Temple Street,  P.O. Box
2372, St. John's, Antigua, West Indies.

None of the experts named in this  Registration  Statement as having prepared or
certified  a report,  or  counsel  for the  Company  named in this  Registration
Statement as having given an opinion upon the validity of the  securities  being
registered or upon other legal matters in connection  with the  registration  of
offering  of such  securities,  have or will  receive  in  connection  with  the
offering a  substantial  interest,  direct or  indirect,  in the  Company or its
subsidiary,  if any, nor was connected  with the Company or its  subsidiary,  if
any, as a promoter,  managing underwriter,  voting trustee, director, officer or
employee.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
---------------------------------------------------

The  applicable  laws of  Antigua,  West  Indies and the  Company's  Articles of
Incorporation  permit  indemnification  of its  directors  and officers  against
certain   liabilities,   which  would  include  liabilities  arising  under  the
Securities Act.

Section  97 to  101 of  the  Antigua  International  Business  Corporations  Act
contains provisions  providing for the indemnification of directors and officers
of the Company as follows:

"97.  (1)  Except in respect  of an action by or on behalf of a  corporation  or
body corporate to obtain a judgment in its favour, a corporation may indemnify

          (a)  a director or officer of the corporation,

          (b)  a former director or officer of the corporation,

          (c)  a person  who acts or acted  at the  corporation's  request  as a
director or officer of a body  corporate  of which the  corporation  is or was a
shareholder or creditor, and

          (d)  the legal  representative  of any of the  persons  referred to in
paragraphs (a) to (c),

against all costs,  charges and expenses  (including an amount paid to settle an
action or  satisfy a  judgment)  reasonably  incurred  by him in  respect of any
civil,  criminal or  administrative  action or  proceeding to which he is made a
party  by  reason  of  being  or  having  been a  director  or  officer  of that
corporation or body corporate.

      (2)  Subsection (1) does not apply unless the director or officer to be so
indemnifies

          (a)  acted  honestly  and  in  good  faith  with a  view  to the  best
               interests of the corporation, and

          (b)  in the case of a criminal or administrative  action or proceeding
that is enforces by a monetary  penalty,  had  reasonable  grounds for believing
that his conduct was lawful.




                                        3
<PAGE>






98.    A  corporation may  with  the  approval of the court  indemnify  a person
referred to in section 97 in respect of an act

          (a)  by or on behalf of the  corporation or body corporate to obtain a
judgment in its favour, and

          (b)  to which he is made a party by reason  of being or having  been a
director or an officer of the corporation or body corporate,

against all costs, charges and expenses reasonably incurred by him in connection
with the  action,  if he fulfils the  conditions  set out in  subsection  (2) of
section 97.

99.    Notwithstanding  anything  in  section 97 or 98, a  person  described  in
section 97 is  entitled  to  indemnity  from the  corporation  in respect of all
costs,  charges and expenses  reasonably  incurred by him in connection with the
defence of any civil,  criminal or administrative  action or proceeding to which
he is made a party by reason of being or having  been a  director  or officer of
the corporation or body corporate, if the person seeking indemnity

          (a)  was substantially  successful on the merits in his defence or the
action or proceeding,

          (b)  qualified in accordance  with the standards set out in section 97
or 98, and

          (c)  is fairly and reasonably entitled to indemnity.

100.    A corporation may purchase and maintain insurance for the benefit of any
person  referred  to in section 95 against any  liability  incurred by him under
paragraph (b) of  subsection  (1) of section 95 in his capacity as a director or
officer of the corporation.

101.   (1)  A corporation or person  referred to in section 100 may apply to the
court for an order approving an indemnity under section 98; and the court may so
order and make any further order it thinks fit.

      (2) An applicant under subsection (1) must give the Director notice of the
          application;  and the Director may appear and be heard in person or by
          counsel.

      (3) Upon an application  under  subsection (1), the court may order notice
          to be given to any interested  person;  and that person may appear and
          be heard in person or by counsel."

Article VIII of the Company's Articles of Incorporation also contains provisions
providing  for the  indemnification  of directors and officers of the Company as
follows:

"Article VIII. INDEMNIFICATIONS.  The Corporation shall indemnify any and all of
its  Directors,  officers,  employees or agents or former  Directors,  officers,
employees  or agents or any person or persons who may have served at its request
as a Director, officer, employee or agent of another company, partnership, joint
venture,  trust or other  enterprise in which it owns shares of capital stock or
of  which  it  is a  creditor,  to  the  full  extent  permitted  by  law.  Said
indemnification  shall include,  but not be limited to, the expenses,  including
the cost of any judgments,  fines,  settlements and counsel's fees, actually and
necessarily paid or incurred in connection with any action,  suit or proceeding,



                                        4
<PAGE>






whether  civil,  criminal,  administrative  or  investigative,  and any  appeals
thereof,  to which any such  person or his  legal  representative  may be made a
party or may be  threatened  to be made a party by reason of his being or having
been a  Director,  officer,  employee  or agent as herein  provided  unless such
action,  suit or proceeding is a result of the  Director,  officer,  employee or
agent's own negligence or illegal action. The foregoing right of indemnification
shall not be  exclusive  of any other  rights  to which any  Director,  officer,
employee or agent may be entitled as a matter of law or which he may be lawfully
granted."

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted to  directors,  officers  and  controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that, in the opinion of the Commission,  such  indemnification is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the payment by the Company of expenses  incurred or paid by a director,  officer
or controlling  person of the Company in the  successful  defense or any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

The Company has no agreements  with any of its  directors or executive  officers
providing  for  indemnification  of any such  persons  with respect to liability
arising out of their capacity or status as officers and directors.

At present there is no pending litigation or proceeding  involving a director or
executive officer of the Company as to which indemnification is being sought.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
---------------------------------------------

In the event certain  Stock  Options  issued under the Stock Option Plan are not
registered pursuant to this Registration  Statement,  the shares of Common Stock
to be issued  pursuant to an exercise of such Stock  Options  shall be issued in
reliance upon the exemption from the registration requirements of the Securities
Act contained in Section 4(2) thereof  covering  transactions  not involving any
public offering or not involving any "offer" or "sale", or under Regulation S of
the Securities Act as an offshore transaction that was negotiated outside of the
United States.

ITEM 8.  EXHIBITS.
------------------

The following documents are filed as exhibits to this Registration Statement:

     5.1       Opinion of Septimus Rhudd,  as counsel to the Company,  regarding
               the legality of the securities being registered.

     23.1      Consent of Septimus Rhudd, as counsel to the Company, included in
               the Opinion as exhibit 5.1.

     23.2      Consent  of  HJ  &   Associates,   LLC  as   independent   public
               accountants.

     99.1      Stock Option Plan.




                                        5
<PAGE>






ITEM 9.  UNDERTAKINGS.
----------------------

The undersigned  Company (herein the "Registrant")  hereby undertakes to deliver
or cause  to be  delivered  with the  prospectus  to each  employee  to whom the
prospectus  is  sent  or  given  a copy of the  Registrant's  annual  report  to
stockholders  for its last fiscal  year,  unless  such  employee  otherwise  has
received a copy of such report,  in which case the Registrant shall state in the
prospectus that it will promptly furnish,  without charge, a copy of such report
on written request of the employee.

The undersigned Registrant hereby undertakes:  (i) to file, during any period in
which  offers  or sales are  being  made,  a  post-effective  amendment  to this
Registration Statement, if applicable,  to include any material information with
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration Statement;  (ii) that, for the purpose of determining any liability
under the Securities Act, each such post-effective  amendment shall be deemed to
be a new registration  statement relating to the securities offered therein, and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof;  and (iii) to remove from registration by means of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

The undersigned  Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the  Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where applicable, each filing of an employee benefit plan annual report pursuant
to Section 15(d) of the Exchange Act) that is  incorporated by reference in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense or any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.











                                        6
<PAGE>






SIGNATURES.
-----------

Pursuant to the  requirements  of the Securities  Act, the Registrant  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Beijing, China, on May 10, 2004.

                                          SINOVAC BIOTECH LTD.

                                          By:  /s/ Weidong Yin
                                             ------------------------
                                               Weidong Yin, President
                                               and CEO

Pursuant to the requirements of the Securities Act, this Registration  Statement
has  been  signed  by the  following  person  in the  capacity  and on the  date
indicated.


Signature                         Title                       Date

  /s/ Weidong Yin                 Director                    May 10, 2004
-----------------------------
Weidong Yin


  /s/ Heping Wang                 Director                    May 10, 2004
-----------------------------
Heping Wang


  /s/ Lily Wang                   CFO and a Director          May 10, 2004
-----------------------------
Lily Wang


  /s/ Dr. K. K. Ong               Director                    May 10, 2004
-----------------------------
Dr. Kim Kiat Ong
















                                        7
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{"company-data": {"conformed-name": "SINOVAC BIOTECH LTD", "cik": "0001084201", "assigned-sic": "2834", "irs-number": "000000000", "state-of-incorporation": "B9", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115412", "film-number": "04798885"}, "business-address": {"street1": "39 SHANGDI XI ROAD", "street2": "HAIDIAN DISTRICT", "city": "BEIJING", "state": "F4", "zip": "100085", "phone": "86-10-82890088"}, "mail-address": {"street1": "39 SHANGDI XI ROAD", "street2": "HAIDIAN DISTRICT", "city": "BEIJING", "state": "F4", "zip": "100085"}, "former-company": {"former-conformed-name": "NET FORCE SYSTEMS INC", "date-changed": "19991110"}}
U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                   REGISTRATION STATEMENT UNDER THE SECURITIES
                             ACT OF 1933, AS AMENDED

                              SINOVAC BIOTECH LTD.
                           --------------------------
        (Exact name of small business issuer as specified in its charter)

           ANTIGUA                                                   n/a
           --------                                          -----------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation of organization)                              Identification No.)

                               39 Shangdi Xi Road
                            Haidian District, Beijing
                                  China 100085
                      -------------------------------------
                    (Address of Principal Executive Offices)

                                       n/a
                         ------------------------------
                    (Former name, address and fiscal year, if
                           changed since last report)

                   Stock Option Plan for Sinovac Biotech Ltd.
                   ------------------------------------------
                            (Full title of the plan)

                                  Devlin Jensen
                             Barristers & Solicitors
                         555 W. Hastings St., Suite 2550
                           Vancouver, British Columbia
                                 Canada V6B 4N5
                           Attention: Michael Shannon
                      -------------------------------------
                     (Name and address of agent for service)

                                  604.684.2550
                     --------------------------------------
                     (Telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                              Proposed     Proposed
Title of                      maximum      maximum
Securities      Amount        offering     aggregate         Amount of
To be           to be         price        offering          registration
Registered      Registered    per share    price             fee
                                  (1)           (2)
Common Stock    3,000,000       $1.31      $3,930,000.00     $497.93
Common Stock    1,900,000       $4.55      $8,645,000.00     $1,095.32

Total           4,900,000                  $12,575,000.00    $1,593.25
--------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of computing the registration fee pursuant
to Rule  457(c)  and (h) under  the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"). The proposed maximum offering price per share was determined
by the Board of  Directors  of Sinovac  Biotech  Ltd.  (the  "Company")  and set
contractually.  As of the date of this registration statement (the "Registration
Statement")  5,000,000  stock options (the "Stock  Options") have been issued by
the Company under its present  "Stock Option Plan" (the "Stock Option Plan") and
4,900,000   stock  options  are  being   registered  in  accordance   with  this
Registration Statement.

(2)  This  Registration  Statement  relates  to  such  indeterminate  number  of
additional  shares of common stock of the Company (the "Common Stock") as may be
issuable as a result of stock splits, stock dividends or similar transactions.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
-------------------------------------------------------------

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
-------------------------------------------------

The following documents,  filed with or furnished to the Securities and Exchange
Commission (the "Commission"),  are incorporated in this Registration  Statement
by reference:

     (i)       the  latest  annual  report  of the  Company  filed on Form  20-F
               pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
               of 1934, as amended (the "Exchange Act");

     (ii)      all other reports filed by the Company  pursuant to Section 13(a)
               or 15(d) of the  Exchange  Act since the end of the  fiscal  year
               covered  by the  annual  report on Form 20-F  referred  to in (a)
               above;

     (iii)     the  registration  statement  of the Company  filed on Form 20-FR
               pursuant to Section 12(g) of the Exchange Act; and

     (iv)      the   description  of  securities   which  is  contained  in  the
               registration  statement  on  Form  20-FR  filed  by  the  Company
               pursuant  to  Section  12 of  the  Exchange  Act,  including  any
               amendment  or  report  filed for the  purpose  of  updating  such
               description.

All  documents  subsequently  filed by the Company  pursuant  to Section  13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which either  indicates that all securities  offered have been sold or
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such  documents.  Any statement  contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.
-----------------------------------

The class of  securities  to be offered is  registered  under  Section 12 of the
Exchange Act.

                                        2
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
------------------------------------------------

The validity of the securities  being registered will be passed upon by Septimus
Rhudd,  Esq.,  Corporate Counsel to the Company,  No. 6 Temple Street,  P.O. Box
2372, St. John's, Antigua, West Indies.

None of the experts named in this  Registration  Statement as having prepared or
certified  a report,  or  counsel  for the  Company  named in this  Registration
Statement as having given an opinion upon the validity of the  securities  being
registered or upon other legal matters in connection  with the  registration  of
offering  of such  securities,  have or will  receive  in  connection  with  the
offering a  substantial  interest,  direct or  indirect,  in the  Company or its
subsidiary,  if any, nor was connected  with the Company or its  subsidiary,  if
any, as a promoter,  managing underwriter,  voting trustee, director, officer or
employee.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
---------------------------------------------------

The  applicable  laws of  Antigua,  West  Indies and the  Company's  Articles of
Incorporation  permit  indemnification  of its  directors  and officers  against
certain   liabilities,   which  would  include  liabilities  arising  under  the
Securities Act.

Section  97 to  101 of  the  Antigua  International  Business  Corporations  Act
contains provisions  providing for the indemnification of directors and officers
of the Company as follows:

"97.  (1)  Except in respect  of an action by or on behalf of a  corporation  or
body corporate to obtain a judgment in its favour, a corporation may indemnify

          (a)  a director or officer of the corporation,

          (b)  a former director or officer of the corporation,

          (c)  a person  who acts or acted  at the  corporation's  request  as a
director or officer of a body  corporate  of which the  corporation  is or was a
shareholder or creditor, and

          (d)  the legal  representative  of any of the  persons  referred to in
paragraphs (a) to (c),

against all costs,  charges and expenses  (including an amount paid to settle an
action or  satisfy a  judgment)  reasonably  incurred  by him in  respect of any
civil,  criminal or  administrative  action or  proceeding to which he is made a
party  by  reason  of  being  or  having  been a  director  or  officer  of that
corporation or body corporate.

      (2)  Subsection (1) does not apply unless the director or officer to be so
indemnifies

          (a)  acted  honestly  and  in  good  faith  with a  view  to the  best
               interests of the corporation, and

          (b)  in the case of a criminal or administrative  action or proceeding
that is enforces by a monetary  penalty,  had  reasonable  grounds for believing
that his conduct was lawful.

                                        3
98.    A  corporation may  with  the  approval of the court  indemnify  a person
referred to in section 97 in respect of an act

          (a)  by or on behalf of the  corporation or body corporate to obtain a
judgment in its favour, and

          (b)  to which he is made a party by reason  of being or having  been a
director or an officer of the corporation or body corporate,

against all costs, charges and expenses reasonably incurred by him in connection
with the  action,  if he fulfils the  conditions  set out in  subsection  (2) of
section 97.

99.    Notwithstanding  anything  in  section 97 or 98, a  person  described  in
section 97 is  entitled  to  indemnity  from the  corporation  in respect of all
costs,  charges and expenses  reasonably  incurred by him in connection with the
defence of any civil,  criminal or administrative  action or proceeding to which
he is made a party by reason of being or having  been a  director  or officer of
the corporation or body corporate, if the person seeking indemnity

          (a)  was substantially  successful on the merits in his defence or the
action or proceeding,

          (b)  qualified in accordance  with the standards set out in section 97
or 98, and

          (c)  is fairly and reasonably entitled to indemnity.

100.    A corporation may purchase and maintain insurance for the benefit of any
person  referred  to in section 95 against any  liability  incurred by him under
paragraph (b) of  subsection  (1) of section 95 in his capacity as a director or
officer of the corporation.

101.   (1)  A corporation or person  referred to in section 100 may apply to the
court for an order approving an indemnity under section 98; and the court may so
order and make any further order it thinks fit.

      (2) An applicant under subsection (1) must give the Director notice of the
          application;  and the Director may appear and be heard in person or by
          counsel.

      (3) Upon an application  under  subsection (1), the court may order notice
          to be given to any interested  person;  and that person may appear and
          be heard in person or by counsel."

Article VIII of the Company's Articles of Incorporation also contains provisions
providing  for the  indemnification  of directors and officers of the Company as
follows:

"Article VIII. INDEMNIFICATIONS.  The Corporation shall indemnify any and all of
its  Directors,  officers,  employees or agents or former  Directors,  officers,
employees  or agents or any person or persons who may have served at its request
as a Director, officer, employee or agent of another company, partnership, joint
venture,  trust or other  enterprise in which it owns shares of capital stock or
of  which  it  is a  creditor,  to  the  full  extent  permitted  by  law.  Said
indemnification  shall include,  but not be limited to, the expenses,  including
the cost of any judgments,  fines,  settlements and counsel's fees, actually and
necessarily paid or incurred in connection with any action,  suit or proceeding,

                                        4
whether  civil,  criminal,  administrative  or  investigative,  and any  appeals
thereof,  to which any such  person or his  legal  representative  may be made a
party or may be  threatened  to be made a party by reason of his being or having
been a  Director,  officer,  employee  or agent as herein  provided  unless such
action,  suit or proceeding is a result of the  Director,  officer,  employee or
agent's own negligence or illegal action. The foregoing right of indemnification
shall not be  exclusive  of any other  rights  to which any  Director,  officer,
employee or agent may be entitled as a matter of law or which he may be lawfully
granted."

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted to  directors,  officers  and  controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that, in the opinion of the Commission,  such  indemnification is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the payment by the Company of expenses  incurred or paid by a director,  officer
or controlling  person of the Company in the  successful  defense or any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

The Company has no agreements  with any of its  directors or executive  officers
providing  for  indemnification  of any such  persons  with respect to liability
arising out of their capacity or status as officers and directors.

At present there is no pending litigation or proceeding  involving a director or
executive officer of the Company as to which indemnification is being sought.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
---------------------------------------------

In the event certain  Stock  Options  issued under the Stock Option Plan are not
registered pursuant to this Registration  Statement,  the shares of Common Stock
to be issued  pursuant to an exercise of such Stock  Options  shall be issued in
reliance upon the exemption from the registration requirements of the Securities
Act contained in Section 4(2) thereof  covering  transactions  not involving any
public offering or not involving any "offer" or "sale", or under Regulation S of
the Securities Act as an offshore transaction that was negotiated outside of the
United States.

ITEM 8.  EXHIBITS.
------------------

The following documents are filed as exhibits to this Registration Statement:

     5.1       Opinion of Septimus Rhudd,  as counsel to the Company,  regarding
               the legality of the securities being registered.

     23.1      Consent of Septimus Rhudd, as counsel to the Company, included in
               the Opinion as exhibit 5.1.

     23.2      Consent  of  HJ  &   Associates,   LLC  as   independent   public
               accountants.

     99.1      Stock Option Plan.

                                        5
ITEM 9.  UNDERTAKINGS.
----------------------

The undersigned  Company (herein the "Registrant")  hereby undertakes to deliver
or cause  to be  delivered  with the  prospectus  to each  employee  to whom the
prospectus  is  sent  or  given  a copy of the  Registrant's  annual  report  to
stockholders  for its last fiscal  year,  unless  such  employee  otherwise  has
received a copy of such report,  in which case the Registrant shall state in the
prospectus that it will promptly furnish,  without charge, a copy of such report
on written request of the employee.

The undersigned Registrant hereby undertakes:  (i) to file, during any period in
which  offers  or sales are  being  made,  a  post-effective  amendment  to this
Registration Statement, if applicable,  to include any material information with
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration Statement;  (ii) that, for the purpose of determining any liability
under the Securities Act, each such post-effective  amendment shall be deemed to
be a new registration  statement relating to the securities offered therein, and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof;  and (iii) to remove from registration by means of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

The undersigned  Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the  Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where applicable, each filing of an employee benefit plan annual report pursuant
to Section 15(d) of the Exchange Act) that is  incorporated by reference in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense or any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                        6
SIGNATURES.
-----------

Pursuant to the  requirements  of the Securities  Act, the Registrant  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Beijing, China, on May 10, 2004.

                                          SINOVAC BIOTECH LTD.

                                          By:  /s/ Weidong Yin
                                             ------------------------
                                               Weidong Yin, President
                                               and CEO

Pursuant to the requirements of the Securities Act, this Registration  Statement
has  been  signed  by the  following  person  in the  capacity  and on the  date
indicated.

Signature                         Title                       Date

  /s/ Weidong Yin                 Director                    May 10, 2004
-----------------------------
Weidong Yin

  /s/ Heping Wang                 Director                    May 10, 2004
-----------------------------
Heping Wang

  /s/ Lily Wang                   CFO and a Director          May 10, 2004
-----------------------------
Lily Wang

  /s/ Dr. K. K. Ong               Director                    May 10, 2004
-----------------------------
Dr. Kim Kiat Ong

                                        7