沃氪医疗美股招股说明书(2024-08-26版)

WORK Medical Technology Group LTD This is the initial public offering of the ordinary shares, par value $0.0005 per share (“Ordinary Shares”), ofWORK Medical Technology Group LTD, a Cayman Islands exempted company and not a Chinese operatingcompany. WORK Medical Technology Group LTD conducts its operations through Work (Hangzhou) MedicalTreatment Equipment Co., Ltd. and its subsidiaries in China (collectively referred to herein as “the PRCsubsidiaries”). Throughout this prospectus, unless the context indicates otherwise, references to “Work Cayman”are to WORK Medical Technology Group LTD, a holding company, and references to “we,” the “Company” or“our company” are to Work Cayman. We are offering 2,000,000 Ordinary Shares. The initial public offering price of the shares is $4.00 per share. Priorto this offering, there has been no public market for our Ordinary Shares. We have received the approval from theNasdaq Stock Market (“Nasdaq”) to list our Ordinary Shares under the symbol “WOK.” We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federalsecurities laws and, as such, may elect to comply with certain reduced public company reporting requirements forthis and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company”onpage 16, and“Prospectus Summary — Implications of Being a Foreign Private Issuer” on page 16. Investing in our Ordinary Shares involves a significant degree of risk. Our Ordinary Shares offered in thisprospectus are shares of our Cayman Islands holding company, which has no operations of its own and conductsall of its operations through the PRC subsidiaries, namely, Work (Hangzhou) Medical Treatment Technology Co.,Ltd. (“Work Hangzhou”), our wholly owned subsidiary, and its subsidiaries, Hangzhou Shanyou MedicalEquipment Co., Ltd. (“Hangzhou Shanyou”), Shanghai Chuqiang Medical Equipment Co., Ltd. (“ShanghaiChuqiang”), Hangzhou Hanshi Medical Equipment Co., Ltd. (“Hangzhou Hanshi”), Hangzhou Woli MedicalTreatment Technology Co., Ltd. (“Hangzhou Woli”), Shanghai Saitumofei Medical Treatment Technology Co.,Ltd. (“Shanghai Saitumofei”), Huangshan Saitumofei Medical Technology Co., Ltd. (“Huangshan Saitumofei”),and Hunan Saitumofei Medical Treatment Technology Co., Ltd. (“Hunan Saitumofei”). The operations of thePRC subsidiaries could affect other parts of our business. Investors in our Ordinary Shares should be aware thatthey will not directly hold equity interests in the PRC subsidiaries, but rather are purchasing equity solely inWORK Medical Technology Group LTD, a Cayman Islands holding company, which indirectly owns 100%equity interests in such PRC subsidiaries. For a description of our corporate structure, see “Corporate History andStructure — Corporate Structure” beginning on page 64. In addition, as we conduct all of our operations through the PRC subsidiaries in China, we and the PRCsubsidiaries are subject to legal and operational risks associated with being based in China, including risks relatedto the legal, political and economic policies of the Chinese government, the relations between China and theUnited States, or Chinese or United States regulations, which risks could result in a material change in the PRCsubsidiaries’ operations and/or cause the value of our Ordinary Shares to significantly decline or becomeworthless and affect our ability to offer or continue to offer securities to investors. Recently, the PRC governmentinitiated a series of regulatory actions and made a number of public statements on the regulation of businessoperations in China with little advance notice, including cracking down on illegal activities in the securitiesmarket, enhancing supervision over China-based companies listed overseas, adopting new measures to extend thescope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. We do not believe that weor the PRC subsidiaries are directly subject to these regulatory actions or statements, as neither we nor the PRCsubsidiaries have implemented any monopolistic behavior, and the PRC subsidiaries’ business does not implicatecybersecurity, because the PRC subsidiaries currently engage in the manufacture and sale of medical devices andneither we nor the PRC subsidiaries possess the personal information of over one million users, nor are we or thePRC subsidiaries involved in any type of restricted industries. On September 8, 2006, the Regulations on Mergersand Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”) which was jointly adopted by six PRC regulatory agencies came into effect. The M&A Rules include, among other things, provisions thatpurport to require that an offshore special purpose vehicles (each, an “SPV”) that are controlled by PRC entitiesor individuals and that have been formed for overseas listing purposes through acquisitions of PRC domesticinterests held by such PRC entities or individuals, obtain the approval