6-K
WORK Medical Technology Group LTD (WOK)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2025
Commission File Number: 001-42256
WORK Medical Technology Group LTD
Floor 23, No. 2 Tonghuinan RoadXiaoshan District, Hangzhou City, Zhejiang ProvinceThe People’s Republic of China(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
In connection with the extraordinary general meeting of shareholders (the “Meeting”) of WORK Medical Technology Group LTD, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), the Company hereby furnishes the notice and proxy statement of the Meeting and the form of proxy card as Exhibits 99.1 and 99.2, respectively.
Exhibits
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 22, 2025
| WORK Medical Technology Group LTD | |
|---|---|
| By: | /s/ Shuang Wu |
| Name: | Shuang Wu |
| Title: | Chief Executive Officer |
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Exhibit 99.1
WORK MEDICAL TECHNOLOGY GROUP LTD(an exempted company with limited liability incorporated in the Cayman Islands)
(Nasdaq: WOK)
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:
| 1. | It is resolved, as an ordinary resolution, that |
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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; and
iii. any change to 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
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(s), if and when deemed advisable by the Board, in its sole discretion.
| 2. | It is resolved, as an ordinary resolution, that |
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A. conditional upon 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
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 Capital Increase, if and when deemed advisable by the Board, in its sole discretion.
| 3. | It is resolved, as a special resolution, that, subject to and<br>immediately following a Share Consolidation and/or the Share Capital Increase being effected, the Company be and hereby is authorized<br>to adopt a further amended and restated memorandum of association in substitution for, and to the entire exclusion of, the Company’s<br>existing amended and restated memorandum of association, to reflect the relevant Share Consolidation and/or the Share Capital Increase. |
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| 4. | It is resolved, as an ordinary resolution, that the Board, or<br>any member thereof in its sole discretion, be and hereby is authorized to adjourn the Meeting to a later date or dates, or sine die,<br>if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for,<br>or otherwise in connection with, the approval of the foregoing proposals. |
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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
August 22, 2025
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WORK MEDICAL TECHNOLOGY GROUP LTDEXTRAORDINARY GENERAL MEETING OF SHAREHOLDERSSeptember 12, 20259:30 a.m., EST
PROXY STATEMENT
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
| 1. | Approval of one or more share consolidations, subject tothe determination of the consolidation ratio and timing by the Board |
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| 2. | Approval of a share capital increase, subject to the determinationof the aggregate authorized share capital increase and timing by the Board |
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| 3. | Approval of the Company’s adoption of a further amendedand restated memorandum of association, conditional upon the approval of the proposed share capital increase, to reflect the relevantshare consolidation and the relevant share capital increase upon their effectiveness |
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| 4. | Approval of any adjournment of the Meeting, if necessary |
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The Board recommends a vote “FOR”each proposal.
VOTING PROCEDURE FOR SHAREHOLDERS OF ORDINARYSHARES
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.
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PROPOSAL NO. 1
APPROVAL OF ONE OR MORE SHARE CONSOLIDATIONS,SUBJECT TO THE DETERMINATION OF THE CONSOLIDATION RATIO AND TIMING BY THE BOARD
General
The Board believes that it is in the best interest of the Company and its shareholders and is hereby soliciting Shareholder approval for one or more share consolidations of the Company’s Ordinary Shares, at a ratio ranging from not less than 2:1 and not greater than 250:1 (each a “Share Consolidation,” and together, the “Share Consolidations”), to be implemented at any one time or multiple times during a period of up to three (3) years from the date of the Meeting. The consolidated shares will have the same rights and be subject to the same restrictions (save as to par value) as the existing Class A ordinary shares and Class B ordinary shares in the capital of the Company as set out in the Company’s articles of association.
The Share Consolidations must be passed by an ordinary resolution which requires the affirmative vote of a simple majority of more than half of the total votes duly cast at the Meeting by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting.
The Share Consolidations are subject to the approval of the Board, which may, in its sole discretion, determine the exact consolidation ratio and effective time, subject to the parameters approved by the Shareholders at the Meeting. The purpose of the Share Consolidations is to ensure the Company’s compliance with Nasdaq Listing Rule 5550(a)(2), which relates to the minimum bid price per share of the Company’s Class A ordinary shares. Any such Share Consolidation must become effective within three (3) years from the date of the Meeting.
When implemented, the Share Consolidations will affect all Shareholders uniformly and have no effect on the proportionate holdings of any individual Shareholder, with the exception of adjustments related to the treatment of fractional shares (see below).
Purpose of the Share Consolidation
The Company’s Class A ordinary shares are currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “WOK.” Among other requirements, the listing maintenance standards established by Nasdaq require the Class A ordinary shares to have a minimum closing bid price of at least $1.00 per share. Pursuant to the Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”), if the closing bid price of the Class A ordinary shares is not equal to or greater than $1.00 for 30 consecutive business days, Nasdaq will send a deficiency notice to the Company. Thereafter, if the Class A ordinary shares do not close at a minimum bid price of $1.00 or more for 10 consecutive business days within 180 calendar days of the deficiency notice, Nasdaq may determine to delist the Company’s Class A ordinary shares.
Since February 24, 2025, the closing bid price of the Company’s Class A ordinary shares has been below $1.00, and the Company anticipates receiving a deficiency notice from Nasdaq in the near future.
To ensure the Company’s compliance with the Minimum Bid Price Rule, the Board determined that it was in the best interest of the Company and its shareholders to solicit the approval of the Shareholders for one or more Share Consolidations.
In the event the Class A ordinary shares were to be no longer eligible for continued listing on Nasdaq, the Company could be forced to seek to trade its Class A ordinary shares on the OTC Bulletin Board or in the “pink sheets.” These alternative markets are generally considered to be less efficient than, and not as broad as, Nasdaq, and therefore less desirable. Accordingly, the Board believes that the delisting of the Class A ordinary shares would likely have a negative impact on the liquidity and market price of the Class A ordinary shares and may increase the spread between the “bid” and “ask” prices quoted by market makers.
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The Board has considered the potential harm to the Company of a delisting from Nasdaq and believes that delisting could, among other things, adversely affect (i) the trading price of the Class A ordinary shares; and (ii) the liquidity and marketability of the Class A ordinary shares. This could reduce the ability of holders of the Class A ordinary shares to purchase or sell Class A ordinary shares as quickly and as inexpensively as they have done historically. Delisting could also adversely affect the Company’s relationships with customers and suppliers who may perceive the Company’s business less favorably, which would have a detrimental effect on the Company’s relationships with these entities.
Furthermore, if the Class A ordinary shares were to no longer be listed on Nasdaq, it may reduce the Company’s access to capital and cause the Company to have less flexibility in responding to its capital requirements. Certain institutional investors may also be less interested or prohibited from investing in the Class A ordinary shares, which may cause the market price of the Class A ordinary shares to decline.
Registration and Trading of our Class A OrdinaryShares
A Share Consolidation will not affect the registration of the Class A ordinary shares or the Company’s obligation to publicly file financial statements and other information with the U.S. Securities and Exchange Commission. When a Share Consolidation is implemented, upon the approval of the Board, the Class A ordinary shares will begin trading on a post-split basis on the effective date determined by the Board. In connection with any Share Consolidation, the CUSIP number of the Class A ordinary shares (which is an identifier used by participants in the securities industry to identify our Class A ordinary shares) will change.
Fractional Shares
No fractional shares will be issued in connection with a 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 (after aggregating all fractional shares that would otherwise be received by a Shareholder) will instead be rounded up to the next whole number of shares.
Authorized Shares
At the time a Share Consolidation is effective, the authorized share capital of the Company will be consolidated at the same ratio.
Street Name Holders of Class A Ordinary Shares
The Company intends that any Share Consolidation will treat Shareholders holding Class A ordinary shares in street name through a nominee (such as a bank or broker) in the same manner as Shareholders whose shares are registered in their names. Nominees will be instructed to effect the Share Consolidation for their beneficial holders. However, nominees may have different procedures. Accordingly, Shareholders holding Class A ordinary shares in street name should contact their nominees.
Share Certificates
Mandatory surrender of certificates is not required by our Shareholders. The Company’s transfer agent will adjust the record books of the Company to reflect the Share Consolidation as of the effective date. New certificates will not be mailed to shareholders.
The Ordinary Resolutions to be considered andvoted upon at the Meeting are the following:
“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:
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;
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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; and
iii. any change to 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
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(s), if and when deemed advisable by the Board, in its sole discretion.”
Vote Required to Approve Proposal No. 1
Proposal No. 1 will be approved if a simple majority of the total votes duly cast at the Meeting by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting are “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
THE BOARD RECOMMENDSA VOTE FORTHE APPROVAL OF ONE OR MORE SHARE CONSOLIDATIONS, SUBJECT TO THE DETERMINATION OF THE CONSOLIDATION RATIO AND TIMING BY THE BOARD.
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PROPOSAL NO. 2
APPROVAL OF A SHARE CAPITAL INCREASE, SUBJECTTO THE DETERMINATION OF THE AGGREGATE AUTHORIZED SHARE CAPITAL INCREASE AND TIMING BY THE BOARD
Subject to the approval of the Board in its sole discretion, and with effect from a date to be determined by the Board at any time within one (1) year from the date of the Meeting, the Company proposes to increase its authorized share capital 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, which will be divided into Class A ordinary shares and Class B ordinary shares, each with the then-applicable par value (as adjusted by any Share Consolidation(s), if applicable), at a ratio of four (4) Class A ordinary shares for every one (1) Class B ordinary share.
The Ordinary Resolution to be considered andvoted upon at the Meeting is:
“It is resolved, as an ordinary resolution, that
A. conditional upon 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
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 Capital Increase, if and when deemed advisable by the Board, in its sole discretion.”
Vote Required to Approve Proposal No.2
Proposal No. 2 will be approved if a simple majority of the total votes duly cast at the Meeting by the Shareholders present in person or represented by proxy and entitled to vote 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 RECOMMENDSA VOTE FORTHE APPROVAL OF A SHARE CAPITAL INCREASE, SUBJECT TO THE DETERMINATION OF THE AGGREGATE AUTHORIZED SHARE CAPITAL INCREASE AND TIMINGBY THE BOARD.
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PROPOSAL NO. 3
APPROVAL OF THE COMPANY’S ADOPTION OFA FURTHER AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION, CONDITIONAL UPON THE APPROVAL OF THE PROPOSED SHARE CAPITAL INCREASE, TO REFLECTTHE RELEVANT SHARE CONSOLIDATION AND THE RELEVANT SHARE CAPITAL INCREASE UPON THEIR EFFECTIVENESS
The Company proposes, and the Board deems itadvisable and recommends that our Shareholders approve the following Special Resolution:
“It is resolved, as a special resolution, that, subject to and immediately following a Share Consolidation and/or the Share Capital Increase being effected, the Company be and hereby is authorized to adopt a further amended and restated memorandum and articles of association in substitution for, and to the entire exclusion of, the Company’s existing amended and restated memorandum and articles of association, to reflect the relevant Share Consolidation and/or the Share Capital Increase.”
Vote Required to Approve Proposal No.3
Proposal No. 3 will be approved if a majority of at least two-thirds of the total votes duly cast at the Meeting by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting are “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
THE BOARD RECOMMENDSA VOTE FORTHE APPROVAL OF THE COMPANY’S ADOPTION OF A FURTHER AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION, CONDITIONAL UPON THE APPROVALOF THE PROPOSED SHARE CAPITAL INCREASE, TO REFLECT THE RELEVANT SHARE CONSOLIDATION AND THE RELEVANT SHARE CAPITAL INCREASE UPON THEIREFFECTIVENESS.
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PROPOSAL NO. 4
APPROVAL OF ANY ADJOURNMENT OF THE MEETING,IF NECESSARY
Proposal No. 4, if adopted, will allow the Board 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. If Proposal No. 4 is not approved by Shareholders, the Board may not be able to adjourn the Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing proposals.
The Company proposes, and the Board deems itadvisable and recommends that our Shareholders approve the following Ordinary Resolution:
“It is resolved, as an ordinary resolution, that the Board, or any member thereof in its sole discretion, be and hereby is authorized 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.”
Vote Required to Approve Proposal No.4
Proposal No. 4 will be approved if a simple majority of the total votes duly cast at the Meeting by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting are “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
THE BOARD RECOMMENDSA VOTE FORTHE APPROVAL OF ANY ADJOURNMENT OF THE MEETING, IF NECESSARY.
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OTHER MATTERS
The Board of Directors is not aware of any other matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
| By Order of the Board of Directors | |
|---|---|
| August 22, 2025 | /s/ Shuang Wu |
| Shuang Wu | |
| Chairman of the Board of Directors |
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Exhibit 99.2
THIS PROXY IS SOLICITED ON BEHALF OFTHE BOARD OF DIRECTORS OF WORK MEDICAL TECHNOLOGY GROUP LTDFOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERSTO BE HELD ON SEPTEMBER 12, 2025
The undersigned shareholder of WORK Medical Technology Group LTD, a Cayman Islands company (the “Company”), hereby acknowledges receipt of the Notice of Extraordinary General Meeting of shareholders (the “Meeting”) and the Proxy Statement, each dated August 22, 2025, and hereby appoints ____________________________________ of _______________________________ or, if no person is otherwise specified, the chairman of the Meeting, as proxy, with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Meeting of the Company to be held at 9:30 a.m. Eastern Time, on September 12, 2025, 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, and to vote all shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below and, (ii) in the discretion of any proxy, if no direction is given and upon such other business as may properly come before the Meeting, all as set forth in the Notice of the Meeting and in the Proxy Statement.
This proxy when properly executed will be votedin the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted at the discretion of theproxy. If the chairman of the Meeting is appointed as proxy and no direction is made, this proxy will be voted FOR the following proposals:
| 1. | to approve one or more share consolidations of the Company’s<br>ordinary shares, subject to the determination of the consolidation ratio and timing by the board of directors of the Company; |
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| 2. | to approve a share capital increase, subject to the determination<br>of the aggregate authorized share capital increase and timing by the board of directors of the Company; |
| --- | --- |
| 3. | to approve the Company’s adoption of a further amended<br>and restated memorandum of association, conditional upon the approval of the proposed share capital increase, to reflect the relevant<br>share consolidation and the relevant share capital increase upon their effectiveness; and |
| --- | --- |
| 4. | to approve any adjournment of the Meeting, if necessary. |
| --- | --- |
This proxy should be marked, dated, and signedby the Shareholder exactly as his or her name appears on the share certificate and be returned promptly in the enclosed envelope to VoteProcessing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. For the proxy to be valid, the duly completed and signed formof proxy must be received not less than 48 hours before the scheduled commencement of the Meeting or any adjournment of the Meeting.Any person signing in a fiduciary capacity should so indicate. If shares are held by joint tenants or as community property, both shareholdersshould sign.
Please date, sign, and mail this proxy cardback as soon as possible.
DETACH PROXY CARD HERE
Mark, sign, date and return this Proxy Card promptly using the enclosed envelope. Capitalized terms not otherwise defined in these resolutions have the meaning given to them in the Company’s current amended and restated articles of association.
| This Proxy Card must be received not less than 48 hours before the scheduled commencement of the extraordinary general meeting or any adjournment thereof. | Votes must be indicated <br><br>(x) in Black or Blue ink. | |||
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| FOR | AGAINST | ABSTAIN | ||
| PROPOSAL NO. 1: | It is resolved, as an ordinary resolution, that:<br><br> <br><br><br> <br>A. conditional upon the approval of the board<br> of directors of the Company (the “Board”) in its sole discretion, with effect as of the date the Board may determine:<br><br> <br><br><br> <br>i. all of the authorized, issued, and outstanding<br> shares of the Company (collectively, the “Shares”) be consolidated, at any one time or multiple times during a period of up<br> to three (3) years from the date of the Extraordinary General Meeting of the Shareholders of the Company held on September 12, 2025 (the<br> “Meeting”), in each case, at such consolidation ratio and effective time as the Board may determine in its sole discretion<br> (together, the “Share Consolidations”, and each, a “Share Consolidation”); provided however, that the accumulated<br> consolidation ratio for any and all such Share Consolidations shall be no less than 2:1 nor greater than 250:1, with such consolidated<br> Shares having the same rights and being subject to the same restrictions (save as to nominal value) as the existing Shares of each class<br> as set out in the Company’s current amended and restated memorandum and articles of association;<br><br> <br><br><br> <br>ii. no fractional Shares be issued in connection<br> with any Share Consolidation and, in the event that a Shareholder would otherwise be entitled to receive a fractional Share upon a Share<br> Consolidation, the total number of Shares to be received by such Shareholder be rounded up to the next whole Share; and<br><br> <br><br><br> <br>iii. any change to the Company’s authorized<br> share capital in connection with, and as necessary to effect, the Share Consolidation(s), be and is hereby approved, such amendment to<br> be determined by the Board in its sole discretion; and<br><br> <br><br><br> <br>B. any one director or officer of the Company<br> 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,<br> carry out, and give effect to the Share Consolidation(s), if and when deemed advisable by the Board, in its sole discretion. | ☐ | ☐ | ☐ |
| PROPOSAL NO. 2: | It is resolved, as an ordinary resolution, that<br><br> <br><br><br> <br>A. conditional upon the approval of the Board in its sole discretion,<br> 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,<br> 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<br> 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<br> 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<br> Consolidation(s) (if any) at a ratio of 4 Class A ordinary shares for every 1 Class B ordinary share (the “Share Capital Increase”);<br> and<br><br> <br><br><br> <br>B. any one director or officer of the Company<br> 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,<br> carry out, and give effect to the Share Capital Increase, if and when deemed advisable by the Board, in its sole discretion. | ☐ | ☐ | ☐ |
| PROPOSAL NO. 3: | It is resolved, as a special resolution, that, subject to and immediately following a Share Consolidation and/or the Share Capital Increase being effected, the Company be and hereby is authorized to adopt a further amended and restated memorandum of association in substitution for, and to the entire exclusion of, the Company’s existing amended and restated memorandum of association, to reflect the relevant Share Consolidation and/or the Share Capital Increase. | ☐ | ☐ | ☐ |
| PROPOSAL NO. 4: | It is resolved, as an ordinary resolution, that the Board, or any member thereof in its sole discretion, be and hereby is authorized 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. | ☐ | ☐ | ☐ |
| This Proxy Card must be signed by the person registered in the register of members and received by the Company not less than 48 hours before the scheduled commencement of the Meeting or any adjournment thereof. In the case of a Shareholder that is not a natural person, this Proxy Card must be executed by a duly authorized officer or attorney of such entity. | ||||
| Share owner signs here | Co-owner signs here | |||
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| Date: |