Full Press Release Details
WORK MEDICAL TECHNOLOGY GROUP LTD
(an exempted company with limited liability incorporated in the Cayman Islands)
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the extraordinary
general meeting (the "Meeting") of the holders (each a "Shareholder", and, collectively, the "Shareholders")
of the Class A ordinary shares and Class B ordinary shares (collectively, the "Ordinary Shares") of WORK Medical Technology
Group LTD (the "Company") will be held on September 12, 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/WOK2025SM, 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/WOK2025SM
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:
A. conditional upon the approval of the
board of directors of the Company (the "Board") in its sole discretion, with effect as of the date the Board may determine:
i. all of the authorized,
issued, and outstanding shares of the Company (collectively, the "Shares") be consolidated, at any one time or multiple times
during a period of up to three (3) years from the date of the Extraordinary General Meeting of the Shareholders of the Company held on
September 12, 2025 (the "Meeting"), in each case, at such consolidation ratio and effective time as the Board may determine
in its sole discretion (together, the "Share Consolidations", and each, a "Share Consolidation"); provided however,
that the accumulated consolidation ratio for any and all such Share Consolidations shall be no less than 2:1 nor greater than 250:1, with
such consolidated Shares having the same rights and being subject to the same restrictions (save as to nominal value) as the existing
Shares of each class as set out in the Company's current amended and restated memorandum and articles of association;
ii. no fractional Shares
be issued in connection with any Share Consolidation and, in the event that a Shareholder would otherwise be entitled to receive a fractional
Share upon a Share Consolidation, the total number of Shares to be received by such Shareholder be rounded up to the next whole Share;
the Company's authorized share capital in connection with, and as necessary to effect, the Share Consolidation(s), be and is hereby
approved, such amendment to be determined by the Board in its sole discretion; and
or officer of the Company be and is hereby authorized for and on behalf of the Company to do all such other acts or things necessary or
desirable to implement, carry out, and give effect to the Share Consolidation(s), if and when deemed advisable by the Board, in its sole
the approval of the Board in its sole discretion, with effect as of the date the Board may determine at any one time during a period of
up to one (1) year from the date of the Meeting, that the authorized share capital of the Company is hereby authorized to be increased
from 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, up to a maximum of US$10,000,000 divided into Class A ordinary shares and Class B ordinary shares, in each
case, of the then current par value as a result of the Share Consolidation(s) (if any) at a ratio of 4 Class A ordinary shares for every
1 Class B ordinary share (the "Share Capital Increase"); and
or officer of the Company be and is hereby authorized for and on behalf of the Company to do all such other acts or things necessary or
desirable to implement, carry out, and give effect to the Share Capital Increase, if and when deemed advisable by the Board, in its sole
The foregoing items of business are further described
in the proxy statement accompanying this notice. The board of directors of the Company (the "Board") unanimously recommends
that the Shareholders vote "FOR" each item.
The Board has fixed the close of business on August
20, 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 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 was filed with the U.S. Securities and Exchange Commission on February
14, 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
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The board of directors (the "Board") of
WORK Medical Technology Group LTD (the "Company") is soliciting proxies for the extraordinary general meeting (the "Meeting")
of the holders (each a "Shareholder", and, collectively, the "Shareholders") of the Class A ordinary shares and
Class B ordinary shares of the Company (collectively, the "Ordinary Shares") to be held on September 12, 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/WOK2025SM, 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/WOK2025SM
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 August 20, 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. Shareholders of the Ordinary Shares shall vote together as one class on the resolutions submitted to a vote at the Meeting.
Each Class B ordinary share shall entitle the Shareholders thereof to twenty (20) votes on all matters subject to vote at the Meeting,
and each Class A ordinary share shall entitle the Shareholder thereof to one (1) vote on all matters subject to 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.
PROPOSALS TO BE VOTED ON
The Board recommends a vote "FOR"
VOTING PROCEDURE FOR SHAREHOLDERS OF ORDINARY
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