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 November 7, 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/WOK2025SM2,
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/WOK2025SM2
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. the share consolidation
and share capital increase effected by the Company's board of directors (the "Board") on September 29, 2025 in accordance
with the authorizing ordinary resolutions passed by shareholders at the Company's extraordinary general meeting held on September
12, 2025 (the "September Authorizing Resolutions"), pursuant to which the Company's authorized share capital was consolidated and
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 to US$10,000,000 divided into 160,000,000 Class A ordinary shares of US$0.05 per share and 40,000,000
Class B ordinary shares of US$0.05 per share, is approved, confirmed, and ratified;
B. any further or residual
authority provided by the September Authorizing Resolutions authorizing the Company to undertake further share consolidations is hereby
the approval of the Board in its sole discretion, with effect as of the date the Board may determine (the "Effective Date"):
D. any one director 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 discretion.
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 October
15, 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 November 7, 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/WOK2025SM2, 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/WOK2025SM2
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 October 15,
2025 (the "Record Date") are entitled to attend and vote at the Meeting or at any adjournment thereof. One or more shareholders
holding Ordinary Shares that represent not less than one-third of the outstanding Ordinary Shares carrying the right to vote at the Meeting
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
report for the year ended September 30, 2024 (the "2024 Annual Report") was filed with the U.S. Securities and Exchange
Commission on February 14, 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.
APPROVAL OF A SHARE CAPITAL INCREASE
The Company proposes, and the Board deems it
advisable and recommends that our Shareholders approve the following Ordinary Resolution:
"It is resolved, as an ordinary resolution,
that, with immediate effect, the authorized share capital of the Company be increased from US$10,000,000 divided into 160,000,000 Class