Full Press Release Details
WORK MEDICAL TECHNOLOGY GROUP LTD
(an exempted company with limited liability incorporated in the Cayman Islands)
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the Meeting ) of the holders (each a Shareholder , and, collectively, the Shareholders ) of the ordinary shares (the Ordinary Shares ) of WORK Medical Technology Group LTD (the Company ) will be held on February 5, 2025, at 9:30 a.m. Eastern Time, at Floor 23, No. 2 Tonghuinan Road, Xiaoshan District, Hangzhou City, Zhejiang Province, China, with the ability given to the Shareholders to attend virtually at http://www.virtualshareholdermeeting.com/WOK2025, which will be conducted via live audio webcast.
Registered Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting or any adjournment thereof in person or at http://www.virtualshareholdermeeting.com/WOK2025 in real time. Beneficial shareholders who hold their Ordinary Shares through a broker, investment dealer, bank, trust corporation, custodian, nominee or other intermediary who have not duly appointed themselves as proxyholder will be able to attend as guests, but will not be able to participate in or vote at the Meeting.
Capitalized terms not otherwise defined here have the meaning given to them in the Company's current amended and restated memorandum and articles of association.
The Meeting and any or all adjournments thereof will be held for the Shareholders to consider and, if thought fit, pass the following resolutions:
1. It is resolved as an ordinary resolution that Dr. Xiaoyang Li be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company.
2. It is resolved as an ordinary resolution that Mr. Robert Brian Johnson be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company.
3. It is resolved as an ordinary resolution that Mr. Baiming Yu be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company.
4. It is resolved as an ordinary resolution that Mr. Shuang Wu be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company.
5. It is resolved as an ordinary resolution that Mr. Zhenguo Wu be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company.
6. It is resolved, as an ordinary resolution, that the authorised share capital of the Company be increased from US$50,000 divided into 100,000,000 ordinary shares of par value US$0.0005 each to US$250,000 divided into 500,000,000 ordinary shares of par value US$0.0005 each (the Share Capital Increase ).
7. It is resolved, as an ordinary resolution, that subject to and immediately following the Share Capital Increase being effected, the Company re-designate and re-classify its authorised share capital as follows (the Share Capital Reorganisation ):
(a) each ordinary share of par value US$0.0005 in issue immediately following the Share Capital Increase, which is expected to be 14,591,942 ordinary shares of par value US$0.0005, each be re designated and re-classified into one Class A ordinary share of par value US$0.0005 each;
(b) 100,000,000 of the remaining authorised but unissued ordinary shares of par value US$0.0005 each be re designated and re-classified into one Class B ordinary share of par value US$0.0005 each; and
(c) each of the remaining authorised but unissued ordinary shares of par value US$0.0005 each, which is expected to be 385,408,058 ordinary shares of par value US$0.0005, each be re-designated and re-classified into one Class A ordinary share of par value US$0.0005 each,
such that the Company's authorised share capital be re-designated and re-classified from US$250,000 divided into 500,000,000 ordinary shares of par value US$0.0005 each to US$250,000 divided into 400,000,000 Class A ordinary shares of par value US$0.0005 each and 100,000,000 Class B ordinary shares of par value US$0.0005 each;
8. It is resolved, as a special resolution, that subject to and immediately following the Share Capital Reorganisation being effected, the Company adopt amended and restated memorandum and articles of association, in the form annexed to the proxy statement, in substitution for, and to the exclusion of, the Company's existing memorandum and articles of association, to reflect the Share Capital Increase, the Share Capital Reorganisation and the terms of the Class A ordinary shares and Class B ordinary shares.
9. It is resolved, as an ordinary resolution, to adjourn the Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals.
The foregoing items of business are further described in the proxy statement accompanying this notice. The board of directors of the Company (the Board of Directors ) unanimously recommends that the Shareholders vote FOR each item.
The Board of Directors has fixed the close of business on January 7, 2025 as the record date (the Record Date ) for determining the Shareholders entitled to receive notice of, attend and to vote at the Meeting or any adjournment thereof. Only Shareholders of the Ordinary Shares of the Company on the Record Date are entitled to receive notice of, attend and to vote at the Meeting or any adjournment thereof.
Shareholders may obtain a copy of the proxy materials, as well as the Company's latest annual report, which is expected to be filed with the U.S. Securities and Exchange Commission by January 31, 2025, on the Company's website at www.workmedtech.com.
A shareholder who is entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of that shareholder. Such proxyholder need not be a member. Shareholders who are unable to attend the Meeting or any adjournment thereof and who wish to ensure that their Ordinary Shares will be voted are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the proxy statement accompanying this notice and (i) submit it online at www.proxyvote.com, or (ii) mail it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
For the proxy to be valid, the duly completed and signed form of proxy must be received not less than 48 hours before the scheduled commencement of the Meeting or any adjournment of the Meeting. For the avoidance of doubt, the proxy need not be a Shareholder of the Company.
| By Order of the Board of Directors, | ||
| / s / Shuang Wu | ||
| Shuang Wu | ||
| Chairman of the Board of Directors |
Zhejiang Province, China
WORK MEDICAL TECHNOLOGY GROUP LTD
ANNUAL GENERAL MEETING OF SHAREHOLDERS
The board of directors (the Board of Directors ) of WORK Medical Technology Group LTD (the Company ) is soliciting proxies for the annual general meeting (the Meeting ) of the holders (each a Shareholder , and, collectively, the Shareholders ) of the ordinary shares of the Company (the Ordinary Shares ) to be held on February 5, 2025, at 9:30 a.m. Eastern Time. The Company will hold the Meeting at Floor 23, No. 2 Tonghuinan Road, Xiaoshan District, Hangzhou City, Zhejiang Province, China, with the ability given to Shareholders to attend virtually at http://www.virtualshareholdermeeting.com/WOK2025, which will be conducted via live audio webcast.
Registered Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting or any adjournment thereof in person or at http://www.virtualshareholdermeeting.com/WOK2025 in real time. Beneficial shareholders who hold their Ordinary Shares through a broker, investment dealer, bank, trust corporation, custodian, nominee or other intermediary who have not duly appointed themselves as proxyholder will be able to attend as guests, but will not be able to participate in or vote at the Meeting.
Only Shareholders of record at the close of business on January 7, 2025 (the Record Date ) are entitled to attend and vote at the Meeting or at any adjournment thereof. The Shareholders entitled to vote and present in person or by proxy, or (in the case of a Shareholder being a corporate entity) by its duly authorized representative, representing not less than one-third in nominal value of the total issued voting shares in the Company shall form a quorum.
Any Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on such Shareholder's behalf. A proxy need not be a Shareholder of the Company. Each Shareholder shall be entitled to one vote in respect of each share held by such Shareholder on the Record Date.
Capitalized terms not otherwise defined here have the meaning given to them in the Company's current amended and restated memorandum and articles of association.
PROPOSALS TO BE VOTED ON
1. Approval of the re-election of Dr. Xiaoyang Li as a Director of the Company
2. Approval of the re-election of Mr. Robert Brian Johnson as a Director of the Company
3. Approval of the re-election of Mr. Baiming Yu as a Director of the Company
4. Approval of the re-election of Mr. Shuang Wu as a Director of the Company
5. Approval of the re-election of Mr. Zhenguo Wu as a Director of the Company
6. Approval of the increase of the Company's authorized share capital;
7. Approval of the re-designation and re-classification of the Company's authorized share capital
8. Approval of the Company's adoption of an Amended and Restated Memorandum and Articles of Association
9. Approval of any adjournment of the Meeting, if necessary
The Board of Directors recommends a vote FOR each proposal.
VOTING PROCEDURE FOR SHAREHOLDERS OF ORDINARY SHARES
Shareholders entitled to vote at the Meeting may do so in person or online at the Meeting. Shareholders who are unable to attend the Meeting or any adjournment thereof and who wish to ensure that their Ordinary Shares will be voted are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in this proxy statement and (i) submit it online at www.proxyvote.com, or (ii) mail it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
ANNUAL REPORT TO SHAREHOLDERS
Pursuant to Nasdaq's Marketplace Rules, which permit companies to make available their annual report to shareholders on the company's website. The Company's annual report for the year ended September 30, 2024 (the 2024 Annual Report ) is expected to be filed with the U.S. Securities and Exchange Commission by January 31, 2025 and made available to the Company's shareholders at www.workmedtech.com. The Company adopted this practice to avoid the considerable expense associated with mailing physical copies of such report to its shareholders. You may obtain a copy of the 2024 Annual Report by visiting the Annual Report heading under the Investor Relations section of the Company's website at www.workmedtech.com. If you want to receive a paper or electronic copy of the Company's 2024 Annual Report, you may request one. There is no charge to you for requesting a copy. Please make your request for a copy to the Investor Relations department of the Company, at ir@workmedtech.com.
PROPOSAL NO. 1 THROUGH PROPOSAL NO. 5
RE-ELECTION OF CURRENT DIRECTORS
The Board of Directors currently consists of five members. All five current directors named below will seek re-election at the Meeting.
The Company's corporate governance and nominating committee recommends, and the Board of Directors concurs, that the five current directors be re-elected.
Each director to be re-elected will hold office in accordance with the Company's articles of association until the next annual general meeting of the Company unless removed earlier in accordance with our articles of association or re-elected at the next annual general meeting.
DIRECTORS FOR RE-ELECTION
Dr. Xiaoyang Li has served as our director since August 2024. Dr. Li has been working in Ruijin Hospital affiliated with Shanghai Jiao Tong University School of Medicine since July 2011. He was a Resident Physician initially and later got promoted to be an Attending Physician in June 2016. Since December 2020, he has been the Associate Chief Physician of the hospital. Dr. Li received his master's degree of clinical medicine and doctor's degree of internal medicine from Shanghai Jiao Tong University.
Mr. Robert Brian Johnson has served as our director since August 2024. Mr. Johnson has over 15 years of experience in tax and finance. He has been the Financial Controller of BAS Holdings Investments, LLC since February 2020, primarily responsible for review of periodic account and intercompany reconciliations and financial statement reporting and cash, receivables, and payables management for operating companies. From January 2017 to January 2020, he was the controller for family office of Lionstone Development, LLC. From June 2010 to June 2015, he was the controller for family office of BSL Capital, Inc. From September 2005 to June 2010, he served as a senior tax accountant of CBIZ MHM, LLC, and from January 2004 to September 2005, he was a tax accountant of Mallah Furman and Company. Mr. Johnson received his bachelor's degrees of science in accounting and finance from University of Central Florida, and his MBA degree from University of Miami. He is both a Certified Management Accountant and Certified Public Accountant.
Mr. Baiming Yu has served as our Chief Operating Officer ( COO ) since June 2022 and he has served as our director since August 2024. Mr. Yu has enriched experience in the field of medicine. He is the founder of Hangzhou Shanyou and has been its General Manager since January 2002, responsible for the company's daily operations and management. Additionally, he served as the General Manager of Hangzhou Yuanqi Biotech Co., Ltd. from January 2012 to December 2018. From August 1993 to December 2001, he was a doctor of The First People's Hospital of Xiaoshan City. Mr. Yu received his bachelor's degree of medicine in anesthesia from the former Zhejiang Medical University, which was merged into Zhejiang University in 1998.
Mr. Shuang Wu has served as our Chief Executive Officer ( CEO ) since August 2022 and Chairman of the Board of Directors since June 2022 and our director since March 2022. Mr. Wu has extensive managerial and financial experience. Before joining our company, from August 2019 to May 2022, he was the COO of EZGO Technologies Ltd (Nasdaq: EZGO), a company focusing on sales of lithium battery and electric bicycle, and was responsible for making and enforcing business plans. From January 2018 to July 2019, he served as the vice president of Changzhou Hengmao Electricity Technology Co., Ltd., working for business operation and management. He was the General Manager of Investment of Shanghai Dafeng Investment Group Co., Ltd. from June 2015 to December 2017. From November 2011 to December 2014, he served as the assistant of General Manager of Travelex of Auckland Airport, a foreign exchange service provider. From June 2009 to November 2011, he was a financial adviser of Westpac Bank. Mr. Wu received his bachelor's degree of finance and master's degree of business from Massey University.
Mr. Zhenguo Wu has served as our director since January 2025. Mr. Wu has professional legal experience. He has been a lawyer at Watson & Band Law Offices since December 2024. From April 2021 to November 2024, he served as the board secretary and general counsel at Xuhang Holdings Ltd. From October 2015 to February 2021, he served as the senior vice president of the investment banking division of Shenwan Hongyuan Securities Underwriting and Sponsoring Co., Ltd. Mr. Wu obtained a bachelor's degree in English from Tangshan Normal University in 2010 and a master's degree in law from East China University of Political Science and Law in 2013.
The Ordinary Resolutions to be considered and voted upon at the Meeting are the following:
It is resolved as an Ordinary Resolution that Xiaoyang Li be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company.
It is resolved as an Ordinary Resolution that Robert Brian Johnson be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company.
It is resolved as an Ordinary Resolution that Baiming Yu be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company.
It is resolved as an Ordinary Resolution that Shuang Wu be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company.
It is resolved as an Ordinary Resolution that Zhenguo Wu be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company.
Vote Required to Approve Proposals No. 1-5
Proposals No.1-5 will be approved if a majority of the total votes duly cast in person or by proxy at the Meeting are FOR the respective proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
THE RE-ELECTION OF EACH OF THE FIVE CURRENT DIRECTORS NAMED ABOVE.
SHARE CAPITAL INCREASE
The Company proposes to increase its authorized share capital from US$50,000 divided into 100,000,000 ordinary shares of par value US$0.0005 each to US$250,000 divided into 500,000,000 ordinary shares of par value US$0.0005 each.
The Ordinary Resolution to be considered and voted upon at the Meeting is:
It is resolved, as an Ordinary Resolution, that the authorized share capital of the Company be increased from US$50,000 divided into 100,000,000 ordinary shares of par value US$0.0005 each to US$250,000 divided into 500,000,000 ordinary shares of par value US$0.0005 each (the Share Capital Increase ).
Vote Required to Approve Proposal No. 6
Proposal No.6 will be approved if a majority of the total votes duly cast in person or by proxy at the Meeting are voted FOR the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
THE SHARE CAPITAL INCREASE.
SHARE CAPITAL REORGANIZATION
The Company proposes, and the Board of Directors deems it advisable and recommends that the Shareholders approve the following Ordinary Resolution:
It is resolved, as an ordinary resolution, that subject to and immediately following the Share Capital Increase being effected, the Company re-designate and re-classify its authorized share capital as follows (the Share Capital Reorganization ):
(a) each ordinary share of par value US$0.0005 in issue immediately following the Share Capital Increase, which is expected to be 14,591,942 ordinary shares of par value US$0.0005, each be re-designated and re-classified into one Class A ordinary share of par value US$0.0005;
(b) 100,000,000 of the remaining authorized but unissued ordinary shares of par value US$0.0005 each be re-designated and re-classified into one Class B ordinary share of par value US$0.0005; and
(c) each of the remaining authorized but unissued ordinary shares of par value US$0.0005 each, which is expected to be 385,408,058 ordinary shares of par value US$0.0005, each be re-designated and re-classified into one Class A ordinary share of par value US$0.0005,
such that the Company's authorized share capital be re-designated and re-classified from US$250,000 divided into 500,000,000 ordinary shares of par value US$0.0005 each to US$250,000 divided into 400,000,000 Class A ordinary shares of par value US$0.0005 each and 100,000,000 Class B ordinary shares of par value US$0.0005 each.
Following the Share Capital Reorganization (and subject to Proposal No. 8 being approved by the Shareholders), each shareholder will be entitled to one (1) vote for each Class A ordinary share they hold and twenty (20) votes for each Class B ordinary share they hold on all matters subject to vote by way of a poll at general meetings of the Company. Each shareholder who is present in person or by proxy at a general meeting will remain entitled to one vote on all matters subject to vote by way of a show of hands. Each Class B ordinary share will be convertible, at the option of the holder thereof, into one fully paid and non-assessable Class A ordinary share.
The proposed Shares Capital Reorganization will not affect the validity or transferability of share certificates outstanding or the trading of the Company's shares on the Nasdaq Capital Market. Shareholders will not need to surrender their existing share certificates. Instead, when certificates are presented for transfer, new certificates representing Class A ordinary shares or Class B ordinary shares, as the case may be, will be issued.
Future issuances of Class A ordinary shares or Class B ordinary shares or securities convertible into Class A ordinary shares or Class B ordinary shares could have a dilutive effect on our earnings per share and book value per share, and (subject to Proposal No. 8 being approved by the Shareholders) the issuance of Class B ordinary shares could have a dilutive effect on the voting power and interest of the Shareholders of existing Ordinary Shares (as may be re-designated and re-classified as Class A ordinary shares following Proposal No. 7 being approved by the Shareholders). In addition, the proposed dual-class share capital structure could, under certain circumstances, discourage or make more difficult any efforts to obtain control of the Company. The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company.
Vote Required to Approve Proposal No. 7
Proposal No.7 will be approved if a majority of the total votes duly cast in person or by proxy at the Meeting are FOR the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
THE SHARE CAPITAL REORGANIZATION.
ADOPTION OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
The Company proposes, and the Board of Directors deems it advisable and recommends that our Shareholders approve the following Special Resolution:
It is resolved, as a Special Resolution, that subject to and immediately following the Share Capital Reorganization being effected, the Company adopt amended and restated memorandum and articles of association, in the form annexed to the proxy statement, in substitution for, and to the exclusion of, the Company's existing memorandum and articles of association, to reflect the Share Capital Increase, the Share Capital Reorganization and the terms of the Class A ordinary shares and Class B ordinary shares.
Notably, paragraph 8 of the proposed amended and restated memorandum of association reflects the proposed Share Capital Increase in Proposal No. 6 and the proposed Share Capital Reorganization in Proposal No. 7. In addition, the proposed amended and restated articles of association, among other things, amends Article 1.1 of the Company's existing amended and restated articles of association and inserts Articles 2.10, 10, 11, 15.1 and 15.2 as new articles to distinguish the terms of Class A ordinary shares and Class B ordinary shares from the terms of the Company's existing shares. A draft of the proposed amended and restated memorandum and articles of association is attached hereto as Appendix A.
Vote Required to Approve Proposal No. 8
Proposal No.8 will be approved if a majority of at least two-thirds of the total votes duly cast in person or by proxy at the Meeting are FOR the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
THE ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION.