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 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 February 25, 2026, at 9:30 a.m. Eastern Time (February 25, 2026, at 10:30 p.m., Beijing 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/WOK2026, 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/WOK2026 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 proposed resolutions:
1. It is resolved, as an ordinary resolution, that the authorized share capital of the Company be increased from US$100,000,000 divided into 16,000,000 Class A ordinary shares of US$5.00 per share and 4,000,000 Class B ordinary shares of US$5.00 per share to US$100,000,000,000 divided into 16,000,000,000 Class A ordinary shares of par value US$5.00 each and 4,000,000,000 Class B ordinary shares of par value US$5.00 each (the Share Capital Increase ).
2. It is resolved, as a special resolution, that subject to and immediately following the Share Capital Increase being effected, the Company adopt amended and restated memorandum of association, in the form attached to the proxy statement as Exhibit A, in substitution for, and to the exclusion of, the Company's existing memorandum of association, to reflect the Share Capital Increase.
3. It is resolved, as a special resolution, subject to the Share Capital Increase being effected and all further requirements prescribed by sections 14, 14A and 14B of the Companies Act (Revised) (the Companies Act ) relating to share capital reductions being complied with, that (together, the Share Capital Reduction and Reorganization ):
(a) the par value of each issued and outstanding Class A ordinary share of par value US$5.00 each and Class B ordinary shares of par value US$5.00 each in the share capital of the Company be reduced to US$0.00001 by cancelling US$4.99999 of the paid-up capital on each of the issued and outstanding Class A ordinary shares of par value US$5.00 each and Class B ordinary shares of par value US$5.00 each (the Share Capital Reduction );
(b) following the Share Capital Reduction, the amount deemed to be paid up on each issued and outstanding share of the Company shall be US$0.00001;
(c) the credit arising from the Share Capital Reduction be transferred to a distributable reserve account of the Company which may be utilized by the Company as the board of directors of the Company may deem fit and as permitted under the Companies Act, the Company's memorandum and articles of association, and all relevant applicable laws, including, without limitation, eliminating or setting off any accumulated losses of the Company (if any) from time to time;
(d) immediately following the Share Capital Reduction:
(i) each authorized but unissued Class A ordinary shares of par value US$5.00 be subdivided into 500,000 Class A ordinary shares of par value US$0.00001 each; and
(ii) each authorized but unissued Class B ordinary shares of par value US$5.00 be subdivided into 500,000 Class B ordinary shares of par value US$0.00001 each (the Subdivision );
(e) immediately following the Subdivision, the authorized share capital of the Company be altered by the cancellation of such number of unissued Class A ordinary shares of par value US$0.00001 and unissued Class B ordinary shares of par value US$0.00001 that will result in the Company having authorized share capital of US$200,000 divided into 16,000,000,000 Class A ordinary shares of par value US$0.00001 each and 4,000,000,000 Class B ordinary shares of par value US$0.00001 each (the Cancellation ); and
(f) immediately following the Share Capital Reduction, the Subdivision and the Cancellation, the authorized share capital of the Company shall be US$200,000 divided into 16,000,000,000 Class A ordinary shares of par value US$0.00001 each and 4,000,000,000 Class B ordinary shares of par value US$0.00001 each.
4. It is resolved, as a special resolution, that subject to and immediately following the Share Capital Reduction and Reorganization being effected, the Company adopt amended and restated memorandum of association in substitution for, and to the exclusion of, the Company's existing memorandum of association, to reflect the Share Capital Reduction and Reorganization.
5. It is resolved as an ordinary resolution that:
(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 (the Effective Date ) and subject to such Effective Date being within two years of the date of this ordinary resolution:
(i) the authorized, issued, and outstanding shares of the Company (collectively, the Shares ) be consolidated by consolidating each 4,000 Shares of the Company, or such lesser whole share amount as the Board of Directors may determine in its sole discretion, such amount not to be less than 2, into 1 Share of the Company, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company's memorandum and articles of association (the Share Consolidation );
(ii) no fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and
(iii) any change to the Company's authorized share capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and
(b) 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, if and when deemed advisable by the Board in its sole discretion.
6. It is resolved, as a special resolution, that subject to and immediately following the Share Consolidation being effected, the Company adopt amended and restated memorandum of association in substitution for, and to the exclusion of, the Company's existing memorandum of association, with the only amendments being made to reflect the Share Consolidation and as the directors may approve in their absolute discretion without further approval by the shareholders.
7. It is resolved, as an ordinary resolution, that LI Xiaoyang 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.
8. 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.
9. It is resolved, as an ordinary resolution, that YU Baiming 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.
10. It is resolved as an ordinary resolution that WU Shuang 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.
11. It is resolved as an ordinary resolution that WU Zhenguo 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.
12. It is resolved, as an ordinary resolution, that the re-appointment of HTL International, LLC as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2026 be confirmed, ratified and approved.
13. It is resolved, as an ordinary resolution, to adjourn the Meeting to a later date or dates or sine die, if necessary or desirable, in the opinion of the directors, 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 unanimously recommends that the Shareholders vote FOR each item.
The Board has fixed the close of business on January 30, 2026 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 January 30, 2026.
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
9:30 a.m. Eastern Time
The board of directors (the Board ) 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 Class A ordinary shares and Class B ordinary shares of the Company (collectively, the Ordinary Shares ) to be held on February 25, 2026, at 9:30 a.m. Eastern Time (February 25, 2026, at 10:30 p.m., Beijing 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/WOK2026 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/WOK2026 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 30, 2026 (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
1. It is resolved, as an ordinary resolution, that the authorized share capital of the Company be increased from US$100,000,000 divided into 16,000,000 Class A ordinary shares of US$5.00 each and 4,000,000 Class B ordinary shares of US$5.00 each to US$100,000,000,000 divided into 16,000,000,000 Class A ordinary shares of par value US$5.00 each and 4,000,000,000 Class B ordinary shares of par value US$5.00 each (the Share Capital Increase ).
2. It is resolved, as a special resolution, that subject to and immediately following the Share Capital Increase being effected, the Company adopt amended and restated memorandum of association, in the form attached to the proxy statement as Exhibit A, in substitution for, and to the exclusion of, the Company's existing memorandum of association, to reflect the Share Capital Increase.
3. It is resolved, as a special resolution, subject to the Share Capital Increase being effected and all further requirements prescribed by sections 14, 14A and 14B of the Companies Act (Revised) (the Companies Act ) relating to share capital reductions being complied with, that (together, the Share Capital Reduction and Reorganization ):
(a) the par value of each issued and outstanding Class A ordinary share of par value US$5.00 each and Class B ordinary shares of par value US$5.00 each in the share capital of the Company be reduced to US$0.00001 by cancelling US$4.99999 of the paid-up capital on each of the issued and outstanding Class A ordinary shares of par value US$5.00 each and Class B ordinary shares of par value US$5.00 each (the Share Capital Reduction );
(b) following the Share Capital Reduction, the amount deemed to be paid up on each issued and outstanding share of the Company shall be US$0.00001;
(c) the credit arising from the Share Capital Reduction be transferred to a distributable reserve account of the Company which may be utilized by the Company as the board of directors of the Company may deem fit and as permitted under the Companies Act, the Company's memorandum and articles of association, and all relevant applicable laws, including, without limitation, eliminating or setting off any accumulated losses of the Company (if any) from time to time;
(d) immediately following the Share Capital Reduction:
(i) each authorized but unissued Class A ordinary shares of par value US$5.00 be subdivided into 500,000 Class A ordinary shares of par value US$0.00001 each; and
(ii) each authorized but unissued Class B ordinary shares of par value US$5.00 be subdivided into 500,000 Class B ordinary shares of par value US$0.00001 each (the Subdivision );
(e) immediately following the Subdivision, the authorized share capital of the Company be altered by the cancellation of such number of unissued Class A ordinary shares of par value US$0.00001 and unissued Class B ordinary shares of par value US$0.00001 that will result in the Company having authorized share capital of US$200,000 divided into 16,000,000,000 Class A ordinary shares of par value US$0.00001 each and 4,000,000,000 Class B ordinary shares of par value US$0.00001 each (the Cancellation ); and
(f) immediately following the Share Capital Reduction, the Subdivision and the Cancellation, the authorized share capital of the Company shall be US$200,000 divided into 16,000,000,000 Class A ordinary shares of par value US$0.00001 each and 4,000,000,000 Class B ordinary shares of par value US$0.00001 each.
4. It is resolved, as a special resolution, that subject to and immediately following the Share Capital Reduction and Reorganization being effected, the Company adopt amended and restated memorandum of association in substitution for, and to the exclusion of, the Company's existing memorandum of association, to reflect the Share Capital Reduction and Reorganization.
5. It is resolved as an ordinary resolution that:
(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 (the Effective Date ) and subject to such Effective Date being within two years of the date of this ordinary resolution:
(i) the authorized, issued, and outstanding shares of the Company (collectively, the Shares ) be consolidated by consolidating each 4,000 Shares of the Company, or such lesser whole share amount as the Board of Directors may determine in its sole discretion, such amount not to be less than 2, into 1 Share of the Company, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company's memorandum and articles of association (the Share Consolidation );
(ii) no fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and
(iii) any change to the Company's authorized share capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and
(b) 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, if and when deemed advisable by the Board in its sole discretion.
6. It is resolved, as a special resolution, that subject to and immediately following the Share Consolidation being effected, the Company adopt amended and restated memorandum of association in substitution for, and to the exclusion of, the Company's existing memorandum of association, with the only amendments being made to reflect the Share Consolidation and as the directors may approve in their absolute discretion without further approval by the shareholders.
7. It is resolved, as an ordinary resolution, that LI Xiaoyang 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.
8. 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.
9. It is resolved, as an ordinary resolution, that YU Baiming 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.
10. It is resolved as an ordinary resolution that WU Shuang 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.
11. It is resolved as an ordinary resolution that WU Zhenguo 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.
12. It is resolved, as an ordinary resolution, that the re-appointment of HTL International, LLC as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2026 be confirmed, ratified and approved.
13. It is resolved, as an ordinary resolution, to adjourn the Meeting to a later date or dates or sine die, if necessary or desirable, in the opinion of the directors, 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 Board 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, 2025 (the 2025 Annual Report ) was filed with the U.S. Securities and Exchange Commission on January 30, 2026 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 2025 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 2025 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.
THE 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 the authorized share capital of the Company be increased from US$100,000,000 divided into 16,000,000 Class A ordinary shares of US$5.00 per share and 4,000,000 Class B ordinary shares of US$5.00 per share to US$100,000,000,000 divided into 16,000,000,000 Class A ordinary shares of par value US$5.00 each and 4,000,000,000 Class B ordinary shares of par value US$5.00 each (the Share Capital Increase ).
Vote Required to Approve Proposal No. 1
Proposal No. 1 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 RECOMMENDS
THE APPROVAL OF THE SHARE CAPITAL INCREASE.
AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION (SHARE CAPITAL INCREASE)
The Company proposes, and the Board 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 Increase being effected, the Company adopt amended and restated memorandum of association, in the form attached to the proxy statement as Exhibit A, in substitution for, and to the exclusion of, the Company's existing memorandum of association, to reflect the Share Capital Increase.
Vote Required to Approve Proposal No. 2
Proposal No. 2 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 RECOMMENDS
THE APPROVAL OF AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION (SHARE CAPITAL INCREASE).
THE SHARE CAPITAL REDUCTION AND REORGANISATION
Shareholders are being asked to consider and approve a proposal for a reduction and reorganization of the share capital of the Company from US$100,000,000,000 divided into 16,000,000,000 Class A ordinary shares of par value US$5.00 each and 4,000,000,000 Class B ordinary shares of par value US$5.00 each to US$200,000 divided into 16,000,000,000 Class A ordinary shares of par value US$0.00001 each and 4,000,000,000 Class B ordinary shares of par value US$0.00001 each.
It is noted that the Companies (Amendment) Act, 2024 of the Cayman Islands (the Amendment Act ), which amended the Companies Act (2023 Revision) of the Cayman Islands, came into force on 1 January 2026. Amongst other things, the Amendment Act allows companies limited by shares or by guarantee to reduce their share capital without the need for court approval by passing a special resolution supported by a solvency statement ( Solvency Statement ) signed by a director no more than 30 days before the date on which the special resolution is passed (the New Share Capital Reduction Regime ). Under the Amendment Act solvency statement is defined as a statement made in the prescribed form to the effect that a full enquiry into the company's affairs has been made and to the best of the directors' knowledge and belief the company will be able to pay its debts as they fall due in the ordinary course of business commencing on the date of the statement . The form of Solvency Statement has not yet been prescribed by the Cayman Islands Government or the Registrar of Companies of the Cayman Islands and, accordingly, companies limited by shares or by guarantee may not able to take advantage of the New Share Capital Reduction Regime yet.
Notwithstanding the above, the board of directors consider it to be in the best interests of the Company to present the following proposal to the shareholders of the Company at the Meeting to approve the Share Capital Reduction so that the Company may proceed with the Share Capital Reduction in the event that the form of the Solvency Statement is prescribed before the date of the Meeting or the Registrar of Companies otherwise determines to accept a form of Solvency Statement that, although not being prescribed, materially aligns with the definition of solvency statement provided in the New Share Capital Reduction Regime.
It is noted that the directors of the Company, in accordance with the New Share Capital Reduction Regime, have determined that, having made a full enquiry into the affairs of the Company, to the best of their knowledge and belief, the Company is and will be able to pay its debts as they fall due in the ordinary course of business.
The Company proposes, and the Board deems it advisable and recommends that our Shareholders approve the following Special Resolution: