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1、F-1 1 ff12023_workmedical.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on April 27,2023Registration No.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933_WORK Medical Technology Group LT
2、D(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)_Cayman Islands 5047 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification number)
3、Floor 23,No.2 Tonghuinan RoadXiaoshan District,Hangzhou City,Zhejiang ProvinceThe Peoples Republic of China+86-(Address,includingzipcode,andtelephonenumber,includingareacode,ofRegistrant_Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168800-221-0102(Name,address,includin
4、g zip code,and telephone number,including area code,ofagent for service)_Copies of all communications,including communicationssent to agent for service,should be sent to:Ying Li,Esq.Lisa Forcht,Esq.Hunter Taubman Fischer&Li LLC950 Third Avenue,19th FloorNewYork,NY10022212-530-2206 William S.Rosensta
5、dt,Esq.Mengyi“Jason”Ye,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rd FloorNewYork,NY10017212-588-0022_Approximate date of commencement of proposed sale to the public:As soon as practicableafter this registration statement becomes effective.If any of the securities being registered on this Form are
6、 to be offered on a delayed or continuousbasis pursuant to Rule415 under the Securities Actof1933,check the following box.If this Form is filed to register additional securities for an offering pursuant toRule462(b)under the Securities Act,please check the following box and list the Securities Actre
7、gistration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective r
8、egistration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.Indicate
9、by check mark whether the registrant is an emerging growth company as defined in Rule405of the Securities Actof1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use
10、 the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section7(a)(2)(B)of the Securities Act._The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Account
11、ing Standards Codification after April5,2012.The Registrant hereby amends this registration statement on such date or dates as maybe necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that this registration statement shall thereafterbec
12、ome effective in accordance with Section8(a)of the Securities Actof1933,asamended,or until the registration statement shall become effective on such date asthe Commission,acting pursuant to said Section8(a),may determine.Table of ContentsThe information in this preliminary prospectus is not complete
13、 and may be changed.We may not sellthese securities until the registration statement filed with the Securities and Exchange Commissionis effective.This preliminary prospectus is not an offer to sell these securities and we are notsoliciting offers to buy these securities in any jurisdiction where th
14、e offer or sale is notpermitted.PRELIMINARYPROSPECTUSDATEDAPRIL27,2023 SUBJECTTOCOMPLETION Ordinary SharesWORK Medical Technology Group LTDThis is the initial public offering of the ordinary shares,par value$0.0005 per share(“OrdinaryShares”),of WORK Medical Technology Group LTD,a Cayman Islands exe
15、mpted company and not a Chineseoperating company.WORK Medical Technology Group LTD conducts its operations through Work(Hangzhou)Medical Treatment Equipment Co.,Ltd.and its subsidiaries in China(collectively referred to hereinas“the PRC subsidiaries”).Throughout this prospectus,unless the context in
16、dicates otherwise,references to“Work Cayman”are to WORK Medical Technology Group LTD,a holding company,andreferences to“we,”the“Company”or“our company”are to Work Cayman.We are offering Ordinary Shares.We expect the initial public offering price of the shares to be$per share.Prior to this offering,t
17、here has been no public market for our Ordinary Shares.Wehave applied to have our Ordinary Shares listed on the Nasdaq Capital Market(or Nasdaq)under thesymbol“WOK.”This offering is contingent upon the final approval from Nasdaq for us listing onNasdaq Capital Market.There is no guarantee or assuran
18、ce that our Ordinary Shares will be approvedfor listing on Nasdaq Capital Market.Further,we can provide no assurance that the offering of ourOrdinary Shares will be closed and that our Ordinary Shares will be trading on the Nasdaq CapitalMarket if Nasdaq Capital Market denies our listing.We will not
19、 proceed to consummate this offeringif Nasdaq denies our listing.We are both an“emerging growth company”and a“foreign private issuer”as defined under theU.S.federal securities laws and,as such,may elect to comply with certain reduced public companyreporting requirements for this and future filings.S
20、ee“Prospectus SummaryImplications ofBeing an Emerging Growth Company”on page 15,and“Prospectus SummaryImplications of Being aForeign Private Issuer”on page 15.Investing in our Ordinary Shares involves a significant degree of risk.Our OrdinaryShares offered in this prospectus are shares of our Cayman
21、 Islands holding company,which has no operations of its own and conducts all of its operations through the PRCsubsidiaries,namely,Work(Hangzhou)Medical Treatment Technology Co.,Ltd.(“WorkHangzhou”),our wholly owned subsidiary,and its subsidiaries,Hangzhou ShanyouMedical Equipment Co.,Ltd.,Shanghai C
22、huqiang Medical Equipment Co.,Ltd.,HangzhouHanshi Medical Equipment Co.,Ltd.,and Shanghai Saitumofei Medical TreatmentTechnology Co.,Ltd.(“Shanghai Saitumofei”).The operations of our PRC subsidiariescould affect other parts of our business.Investors in our Ordinary Shares should beaware that they wi
23、ll not directly hold equity interests in the PRC subsidiaries,butrather are purchasing equity solely in WORK Medical Technology Group LTD,a CaymanIslands holding company,which indirectly owns 100%equity interests in such PRCsubsidiaries.For a description of our corporate structure,see“Corporate Hist
24、ory andStructureCorporate Structure”beginning on page 61.In addition,as we conduct all of our operations through the PRC subsidiaries inChina,we and the PRC subsidiaries are subject to legal and operational risksassociated with being based in China,including risks related to the legal,politicaland e
25、conomic policies of the Chinese government,the relations between China and theUnitedStates,or Chinese or UnitedStates regulations,which risks could result ina material change in the PRC subsidiaries operations and/or cause the value of ourOrdinary Shares to significantly decline or become worthless
26、and affect our abilityto offer or continue to offer securities to investors.Recently,the PRC governmentinitiated a series of regulatory actions and made a number of public statements onthe regulation of business operations in China with little advance notice,includingcracking down on illegal activit
27、ies in the securities market,enhancing supervisionover China-based companies listed overseas,adopting new measures to extend the scopeof cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.We donot believe that we or the PRC subsidiaries are directly subject to these regulatorya
28、ctions or statements,as neither we nor the PRC subsidiaries have implemented anymonopolistic behavior,and the PRC subsidiaries business does not implicatecybersecurity,because the PRC subsidiaries currently engage in the manufacture andsale of medical devices and neither we nor the PRC subsidiaries
29、possess the personalinformation of over one million users,nor are we or the PRC subsidiaries involved inany 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 re
30、gulatory agencies came into effect.The M&ARules include,among other things,provisions that purport to require that anoffshore special purpose vehicles(each,an“SPV”)that are controlled by PRCentities or individuals and that have been formed for overseas listing purposesthrough acquisitions of PRC dom
31、estic interests held by such PRC entities orindividuals,obtain the approval of the China Securities Regulatory Commission(the“CSRC”)prior to the listing and trading of such SPVs securities on an overseasstock exchange.On September 21,2006,the CSRC published on its official websiteprocedures regardin
32、g its approval of overseas listings by SPVs.However,substantialuncertainty remains regarding the scope and applicability of the M&A Rules tooffshore SPVs.Furthermore,on March 31,2023,the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Companies(the“TrialAdministr
33、ative Measures”)and relevant supporting guidelines(collectively,the“NewAdministrative Rules Regarding Overseas Listings”)issued by the CSRC came intoforce.According to the New Administrative Rules Regarding Overseas Listings,amongother things,a domestic company in the PRC that seeks to offer and lis
34、t securitieson overseas markets shall fulfill the filing procedures with the CSRC as perrequirement of the Trial Administrative Measures.On the same day,the Provisions onStrengthening Confidentiality and Archives Administration of Overseas SecuritiesOffering and Listing by Domestic Companies(the“Con
35、fidentiality and ArchivesAdministration Provisions”)promulgated by the CSRC became effective.According tothe Confidentiality and Archives Administration Provisions,domestic companies thatseek overseas offering and listing(either in direct or indirect means)and thesecurities companies and securities
36、service(either incorporated domestically oroverseas)providers that undertake relevant businesses shall not leak any statesecret or working secret of government agencies,or harm national security and publicinterests.Furthermore,a domestic company that provides accounting archives orcopies of accounti
37、ng archives to any entities,including securities companies,securities service providers and overseas regulators and individuals,shall fulfilldue procedures in compliance with applicable regulations.We believe that thisoffering does not involve the leaking of any state secret or working secret ofgove
38、rnment agencies,or the harming of national security and public interests.However,we may be required to perform additional procedures in connection with theprovision of accounting archives.The specific requirements of the relevantprocedures are currently unclear and we cannot be certain whether we wi
39、ll be able toperform the relevant procedures.We believe,based on the advice of our PRC counsel,Jingtian&Gongcheng,that(i)because we are not an SPV which acquires PRC domesticcompanies equity with our shares prior to the listing of our Ordinary Shares on theNasdaq,we are not required to submit an app
40、lication to the CSRC for its approval ofthis offering and the listing and trading of our Ordinary Shares with Nasdaq underthe M&A Rules,while we will nevertheless have to file with the CSRC in accordancewith the Trial Administrative Measures with respect to this offering;(ii)neither wenor the PRC su
41、bsidiaries are subject to cybersecurity review with the CyberspaceAdministration of China(the“CAC”),pursuant to the Measures for CybersecurityReview(2021 version),which became effective on February 15,2022,since the PRCsubsidiaries currently engage in the manufacture and sale of medical devices andn
42、either we nor the PRC subsidiaries possess personal information of over one millionusers;and(iii)there are substantial uncertainties regarding the interpretation andapplication of PRC laws and regulations and future PRC laws and regulations,andthere can be no assurance that the relevant government a
43、gencies will take a view thatis contrary to,or otherwise different from,the conclusions stated above.If the Table of Contentsrelevant government agencies take a view that is contrary to,or otherwise differentfrom,the foregoing conclusions,it could have a material adverse effect on the PRCsubsidiarie
44、s business,operating results and reputation,as well as the tradingprice of our Ordinary Shares.See“Risk Factors Risks Related to Doing Business inChina Any requirement to obtain prior approval under the M&A Rules and/or any otherregulations promulgated by relevant PRC regulatory agencies in the futu
45、re could delay this offeringand failure to obtain any such approvals,if required,could have a material adverse effect on thePRC subsidiaries and our business,operating results and reputation,as well as the trading priceof our Ordinary Shares,and could also create uncertainties for this offering and
46、affect our abilityto offer or continue to offer securities to investors outside China”on page 23;“RiskFactorsRisks Related to Doing Business in ChinaThere are uncertainties regarding theinterpretation and enforcement of PRC laws,rules and regulations”on page 18;and“RiskFactorsRisks Related to Doing
47、Business in ChinaAdditional compliance procedures may berequired in connection with this offering,due to the promulgation of the new filing-basedadministrative rules for overseas offering and listing by domestic companies in China,which couldsignificantly limit or completely hinder our ability to of
48、fer or continue to offer our OrdinaryShares to investors and could cause the value of our Ordinary Shares to significantly decline orbecome worthless”on page 21.Moreover,the Chinese government may exert substantial influence over the manner inwhich the PRC subsidiaries conduct their business activit
49、ies.The PRC government mayalso intervene or influence the PRC subsidiaries operations and this offering atany time,which could result in a material change in the PRC subsidiariesoperations and our Ordinary Shares could decline in value significantly or becomeworthless.See“Summary of Risks Affecting
50、Our CompanyRisk Related to Doing Business inChina The PRC government exerts substantial influence over the manner in which the PRCsubsidiaries conduct their business activities.The PRC government may also intervene or influencethe PRC subsidiaries operations and this offering at any time,which could
51、 result in a materialchange in the PRC subsidiaries operations and our Ordinary Shares could significantly decline invalue or become worthless”on page 20;and“Risk FactorsRisks Related to Doing Business inChina The PRC government exerts substantial influence over the manner in which the PRCsubsidiari
52、es conduct their business activities.The PRC government may also intervene or influencethe PRC subsidiaries operations and this offering at any time,which could result in a materialchange in the PRC subsidiaries operations and our Ordinary Shares could significantly decline invalue or become worthle
53、ss”on page 20.However,since these statements and regulatory actions by the PRC government arenewly published and official guidance and related implementation rules have not beenissued,it is highly uncertain what the potential impact such modified or new lawsand regulations will have on the PRC subsi
54、diaries daily business operations,theability to accept foreign investments and list on an U.S.exchange.Moreover,theStanding Committee of the National Peoples Congress(the“SCNPC”)or other PRCregulatory authorities may in the future promulgate laws or regulations orimplementing rules that require our
55、company,or any of our subsidiaries to obtainregulatory approval from Chinese authorities before listing in the U.S.Although theCompany is currently not required to obtain permission or approval from any of thePRC central or local governmental authorities,and it has not received any denial tolist on
56、a U.S.exchange,the PRC subsidiaries operations could be adverselyaffected,directly or indirectly;our ability to offer,or continue to offer,securities to investors would be potentially hindered;and the value of oursecurities might significantly decline or be worthless,by existing or future lawsand re
57、gulations relating to the business of the PRC subsidiaries or our industry orby intervention or interruption by PRC governmental authorities,if we or the PRCsubsidiaries(i)do not receive or maintain such permissions or approvals,(ii)inadvertently conclude that such permissions or approvals are not r
58、equired,(iii)applicable laws,regulations,or interpretations change and we or the PRCsubsidiaries are required to obtain such permissions or approvals in the future,or(iv)any intervention or interruption by PRC governmental with little advance notice.See“Risk Factors”beginning on page 18 for a discus
59、sion of these legal and operational risks andother information that should be considered before making a decision to purchase our OrdinaryShares.In addition,although Work Medical Technology Group(China)Limited(“Work MedicalTechnology”),our Hong Kong subsidiary,is an investment holding company,the le
60、galand operational risks associated with operating in mainland China may also apply tothe future activities(if any)in Hong Kong of Work Medical Technology,to the extentthat they are made applicable to such entity and its anticipated operations.WorkMedical Technology,as of the date of this prospectus
61、,has yet to commenceoperations,and is expected to be limited to operating as an investment holdingcompany in the future without any substantive or data-related operations in HongKong.However,such operations may be affected if Hong Kong adopts rules,regulationsor policy guidance with respect to curre
62、ncy exchange control.Furthermore,as of thedate of this prospectus,we do not expect that any regulatory actions related to datasecurity or anti-monopoly concerns in Hong Kong will impact the Companys ability toconduct its business,accept foreign investments,or list on a U.S.or foreignexchange,because
63、 we have never had and do not plan to have any material operationsin Hong Kong.See“Risk Factors Risks Related to Doing Business in China”on page 18.Hong Kong was established as a special administrative region of the PRC in accordancewith Article 31 of the Constitution of the PRC.The Basic Law of the
64、 Hong KongSpecial Administrative Region of the PRC(the“Basic Law”)was adopted andpromulgated on April 4,1990 and became effective on July 1,1997,when the PRCresumed the exercise of sovereignty over Hong Kong.Pursuant to the Basic Law,HongKong is authorized by the National Peoples Congress of the PRC
65、 to exercise a highdegree of autonomy and enjoy executive,legislative,and independent judicial power,under the principle of“one country,two systems,”and the PRC laws and regulationsshall not be applied in Hong Kong except for those listed in Annex III of the BasicLaw(which is confined to laws relati
66、ng to national defense,foreign affairs,andother matters that are not within the scope of autonomy of Hong Kong).While theNational Peoples Congress of the PRC has the power to amend the Basic Law,theBasic Law also expressly provides that no amendment to the Basic Law shall contravenethe established b
67、asic policies of the PRC regarding Hong Kong.As a result,nationallaws of the PRC not listed in Annex III of the Basic Law do not apply to our HongKong subsidiary,Work Medical Technology.However,there is no assurance that certainPRC laws and regulations,including existing laws and regulations and tho
68、se enactedor promulgated in the future,will not be applicable to Work Medical Technology dueto changes in the current political arrangements between mainland China and Hong Kongor other unforeseeable reasons.The application of such laws and regulations may havea material adverse impact on Work Medic
69、al Technology,as relevant authorities mayimpose fines and penalties upon Work Medical Technology,delay or restrict therepatriation of the proceeds from this offering into mainland China and Hong Kong,and any failure by us to fully comply with any such new regulatory requirements maysignificantly lim
70、it or completely hinder our ability to offer or continue to offerour Ordinary Shares,cause significant disruption to our business operations,andseverely damage our reputation,which would materially and adversely affect ourfinancial condition and results of operations and cause our Ordinary Shares to
71、significantly decline in value or in extreme cases,become worthless.Furthermore,as more stringent criteria have been imposed by the U.S.Securities andExchange Commission(the“SEC”)and the Public Company Accounting Oversight Board(the“PCAOB”)recently,our securities may be prohibited from trading on a
72、nationalexchange or over-the-counter under the Holding Foreign Companies Accountable Act,orthe HFCA Act,if the PCAOB is unable to inspect our auditors for three consecutiveyears beginning in 2022.As a result,an exchange may determine to delist oursecurities.Pursuant to the HFCA Act,if the PCAOB is u
73、nable to inspect an issuersauditors for three consecutive years,the issuers securities are prohibited totrade on a U.S.stock exchange.The PCAOB issued a Determination Report onDecember 16,2021 which found that the PCAOB is unable to inspect or investigatecompletely registered public accounting firms
74、 headquartered in:(1)mainland China ofthe Peoples Republic of China because of a position taken by one or moreauthorities in mainland China;and(2)Hong Kong,a Special Administrative Region anddependency of the PRC,because of a position taken by one or more authorities in HongKong.Furthermore,the PCAO
75、Bs report identified the specific registered public Table of Contentsaccounting firms which are subject to these determinations.On June 22,2021,UnitedStates Senate has passed the Accelerating Holding Foreign Companies Accountable Act.On December 29,2022,legislation entitled“Consolidated Appropriatio
76、ns Act,2023”(the“Consolidated Appropriations Act”),was signed into law by President Biden.TheConsolidated Appropriations Act contained,among other things,an identical provisionto the Accelerating Holding Foreign Companies Accountable Act,which reduces thenumber of consecutive non-inspection years re
77、quired for triggering the prohibitionsunder the HFCA Act from three years to two.As of the date of this prospectus,ourauditor WWC,P.C.,is not on the list published by the PCAOB subject to thedeterminations as to inability to inspect or investigate completely,as announced bythe PCAOB on December 16,2
78、021,and it is based in the U.S.and is registered withthe PCAOB and subject to PCAOB inspection,having its latest inspection completed inNovember 2021.However,recently developments with respect to audits of China-basedcompanies,create uncertainty about the ability of our auditor,to fully cooperatewit
79、h the PCAOBs request for audit workpapers without the approval of the Chineseauthorities.In the event it is later determined that the PCAOB is unable to inspector investigate completely the Companys auditor because of a position taken by anauthority in a foreign jurisdiction,then such lack of inspec
80、tion could cause tradingin the Companys securities to be prohibited under the HFCA Act,and ultimatelyresult in a determination by a securities exchange to delist the Companyssecurities.The delisting of our Ordinary Shares,or the threat of their beingdelisted,may materially and adversely affect the v
81、alue of your investment,evenmaking it worthless.On August 26,2022,the CSRC,the Ministry of Finance of the PRC(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”),whichsets out specific arrangements on conducting inspections and investigations overrelevant audit firms within the jur
82、isdiction of the PRC and the U.S,including theaudit firms based in mainland China and Hong Kong,taking the first step towardopening access for the PCAOB to inspect and investigate registered public accountingfirms headquartered in mainland China and Hong Kong.On December 15,2022,the PCAOBBoard deter
83、mined that the PCAOB was able to secure complete access to inspect andinvestigate registered public accounting firms headquartered in mainland China andHong Kong and voted to vacate its previous determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate th
84、e PCAOBs accessin the future,the PCAOB Board will consider the need to issue a new determination.Notwithstanding the foregoing,in the event it is later determined that the PCAOB isunable to inspect or investigate completely our auditor,then such lack of inspectioncould cause our securities to be del
85、isted from the stock exchange.See“RiskFactorsRisks Related to Doing Business in ChinaOur Ordinary Shares may be delisted underthe Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors.Thedelisting of our Ordinary Shares,or the threat of their being delisted,may mat
86、erially andadversely affect the value of your investment.Furthermore,on June22,2021,the U.S.Senatepassed the Accelerating Holding Foreign Companies Accountable Act,and on December 29,2022,theConsolidated Appropriations Act was signed into law by President Biden.The ConsolidatedAppropriations Act con
87、tained,among other things,an identical provision to the Accelerating HoldingForeign Companies Accountable Act,which reduces the number of consecutive non-inspection yearsrequired for triggering the prohibitions under the HFCA Act from three years totwo.”onpage31.As a holding company,we may rely on d
88、ividends and other distributions on equity paidby the PRC subsidiaries for our cash and financing requirements.If any of the PRCsubsidiaries incurs debt on its own behalf in the future,the instruments governingsuch debt may restrict their ability to pay dividends to us.However,none of the PRCsubsidi
89、aries have made any dividends or other distributions to the Company or anyU.S.investors as of the date of this prospectus.In the future,cash proceedsraised from overseas financing activities,including this offering,may betransferred by us to the PRC subsidiaries via capital contribution or sharehold
90、erloans,as the case may be.As of the date of this prospectus,there are no cash flows between the Company andour subsidiaries,and funds are only transferred between the PRC subsidiaries,Hangzhou Shanyou Medical Equipment Co.,Ltd.(“Hangzhou Shanyou”)and HangzhouHanshi Medical Equipment Co.,Ltd.(“Hangz
91、hou Hanshi”).For the years endedSeptember 30,2022 and 2021,fund transfers were limited to loans in the principalamounts of$84,234 and$10,757 made by Hangzhou Shanyou to Hangzhou Hanshi,respectively.This prospectus does not constitute,and there will not be,an offering of securities to the publicin th
92、e Cayman Islands.Per Share TotalPublic offering price$Underwriting discounts(1)$Proceeds to us,before expenses(2)$_(1)We will offer the underwriter a gross discount equal to 7%of the public offering price oneach securities being offered to investors sourced by the underwriter,or 3.5%of the publicoff
93、ering price to investors sourced by us.This table assumes that all of the investors inthis offering have been sourced by the underwriter.See“Underwriting”in this prospectusfor more information regarding our arrangements with the underwriter.(2)We expect our total cash expenses for this offering(incl
94、uding accountable cash expensespayable to the underwriter for its out-of-pocket expenses)to be approximately$,exclusiveof the above discounts.In addition,we will pay the underwriter non-accountable expensesequal to 1%of the gross proceeds in this offering.See“Underwriting.”This offering is being con
95、ducted on a firm commitment basis.The underwriter is obligated topurchase and pay for all of the Ordinary Shares.We have granted the underwriter an option for aperiod of 45 days after the closing of this offering to purchase up to 15%of the total number ofthe Ordinary Shares offered by us pursuant t
96、o this offering,solely for the purpose of coveringover-allotments.If the underwriter exercises the option in full,based on an assumed offering priceof$per Ordinary Share,and the total gross proceeds to us,before underwriting discounts,non-accountable expense allowance,and expenses,will be$,and the t
97、otal underwritingdiscounts payable will be$.Neither the SEC nor any other regulatory body has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete.Anyrepresentation to the contrary is a criminal offense.The underwriter expects to deliver the Ordinary Sh
98、ares against payment,as set forth under“Underwriting”starting on page 147.The date of this prospectus is,2023.Table of ContentsTABLE OF CONTENTS PAGEABOUT THIS PROSPECTUS 1PROSPECTUS SUMMARY 3RISK FACTORS 18CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 52USE OF PROCEEDS 54DIVIDEND POLICY 55CA
99、PITALIZATION 56DILUTION 57ENFORCEABILITY OF CIVIL LIABILITIES 58CORPORATE HISTORY AND STRUCTURE 60MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTSOF OPERATIONS 63BUSINESS 76REGULATIONS 97MANAGEMENT 114PRINCIPAL SHAREHOLDERS 119RELATED PARTY TRANSACTIONS 121DESCRIPTION OF SHARE C
100、APITAL 124SHARES ELIGIBLE FOR FUTURE SALE 139TAXATION 140UNDERWRITING 147EXPENSES OF THIS OFFERING 152LEGAL MATTERS 153EXPERTS 153WHERE YOU CAN FIND ADDITIONAL INFORMATION 153INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1You should rely only on the information contained in this prospectus.We have no
101、t,and the underwriter has not,authorized anyone to provide you with differentinformation.If anyone provides you with different or inconsistent information,youshould not rely on it.We are not,and the underwriter is not,making an offer tosell securities in any jurisdiction where the offer or sale is n
102、ot permitted.Youshould not assume that the information contained in this prospectus is accurate as ofany date other than the date on the front of this prospectus.For investors outside of the UnitedStates:Neither we nor the underwriter has doneanything that would permit this offering or possession or
103、 distribution of thisprospectus in any jurisdiction,other than the UnitedStates,where action for thatpurpose is required.Persons outside of the UnitedStates who come into possessionof this prospectus must inform themselves about,and observe any restrictionsrelating to,the offering of our Ordinary Sh
104、ares and the distribution of thisprospectus outside of the UnitedStates.iTable of ContentsABOUT THIS PROSPECTUSUnless otherwise indicated,in this prospectus,the following terms shall have themeaning set out below:“China”or the“PRC”are to the Peoples Republic of China,includingthe special administrat
105、ive regions of Hong Kong,Macau and Taiwan.The term“Chinese”has a correlative meaning for the purpose of this prospectus.When used in the case of laws,regulations and rules,of“China”or the“PRC”,it refers to only such laws,regulations and rules of mainlandChina.When used in the case of government,gove
106、rnmental authorities,regulatory agencies,courts,jurisdictions,tax,entities,enterprises,individuals and residents of“China”or the“PRC”or“Chinese”,itrefers to only such government,governmental authorities,regulatoryagencies,courts,jurisdictions,tax,entities,enterprises,individuals andresidents of main
107、land China;“Class I medical device”are to a medical device with a low level ofrisks and whose safety and effectiveness can be ensured through routineadministration,pursuant to the Regulations on the Supervision andAdministration of Medical Devices(as amended in 2021)(the“2021 MedicalDevice Regulatio
108、n”);“Class II medical device”are to a medical device with moderate risksthat must be strictly controlled and regulated to ensure its safety andeffectiveness,pursuant to the 2021 Medical Device Regulation;“ClassIII medical device”are to a medical device with relatively highrisks that must be strictly
109、 controlled and regulated through specialmeasures to ensure its safety and effectiveness,pursuant to the 2021Medical Device Regulation;“Code”are to the United States Internal Revenue Code of 1986,asamended;“ExchangeAct”are to the Securities ExchangeActof1934,as amended;“FDA”are to the U.S.Food and D
110、rug Administration;“Group”are to the WORK Medical Technology Group LTD,Work MedicalTechnology Group Limited,and the PRC subsidiaries,which is defined below;“Hangzhou Hanshi”are to Hangzhou Hanshi Medical Equipment Co.,Ltd.;“Hangzhou Shanyou”are to Hangzhou Shanyou Medical Equipment Co.,Ltd.;“Hangzho
111、u Woli”are to Hangzhou Woli Medical Treatment Technology Co.,Ltd.;“Hangzhou Youshunhe”are to Hangzhou Youshunhe Technology Co.,Ltd.;“Hunan Saitumofei”are to Hunan Saitumofei Medical Treatment TechnologyCo.,Ltd.;“mainland China”or“Chinese mainland”are to the Peoples Republic ofChina,excluding,solely
112、for the purpose of this prospectus,the specialadministrative regions of Hong Kong,Macau and Taiwan.The term“mainlandChinese”has a correlative meaning for the purpose of this prospectus;“Nasdaq”are to the Nasdaq Capital Market;“Ordinary Shares”are to ordinary shares of the Company,par value$0.0005per
113、 share;“PFIC”are to a passive foreign investment company;“PRC subsidiaries”are to Work Hangzhou,Hangzhou Shanyou,ShanghaiChuqiang,Hangzhou Hanshi,and Shanghai Saitumofei,collectively;“RMB”or the“Renminbi”are to the legal currency of China;“SEC”are to the UnitedStates Securities and Exchange Commissi
114、on;“Securities Act”are to the Securities Actof1933,as amended;“Shanghai Chuqiang”are to Shanghai Chuqiang Medical Equipment Co.,Ltd.;“Shanghai Saitumofei”are to Shanghai Saitumofei Medical TreatmentTechnology Co.,Ltd.;1Table of Contents“US$,”“U.S.dollars,”“$,”and“dollars”are to the legal currencyof
115、the UnitedStates;“WFOE”or“Work Age”are to Work Age(Hangzhou)Medical TreatmentTechnology Co.,Ltd,which is a limited liability company formed in China;and“Work Hangzhou”are to Work(Hangzhou)Medical Treatment Technology Co.,Ltd.Our reporting and functional currency is the Renminbi.Solely for the conven
116、ience ofthe reader,this prospectus contains translations of some RMB amounts intoU.S.dollars,at specified rates.Except as otherwise stated in this prospectus,alltranslations from RMB to U.S.dollars are made at RMB7.1135 to US$1.00,the ratepublished by the Federal Reserve Board on September30,2022.No
117、 representation ismade that the RMB amounts referred to in this prospectus could have been or could beconverted into U.S.dollars at such rate.Our fiscal year end is September30.References to a particular“fiscal year”areto our fiscal year ended September 30 of that calendar year.Our auditedconsolidat
118、ed financial statements have been prepared in accordance with the generallyaccepted accounting principles in the UnitedStates(the“U.S.GAAP”).Except where indicated or where the context otherwise requires,all information inthis prospectus assumes no exercise by the underwriter of its over-allotment o
119、ption.We obtained the industry,market and competitive position data in this prospectusfrom our own internal estimates,surveys,and research as well as from publiclyavailable information,industry and general publications and research,surveys andstudies conducted by third parties.None of the independen
120、t industry publicationsused in this prospectus were prepared on our behalf.Forecasts and other forward-looking information obtained from these sources are subject to the samequalifications and uncertainties as the other forward-looking statements in thisprospectus,and to risks due to a variety of fa
121、ctors,including those described under“Risk Factors.”These and other factors could cause results to differ materiallyfrom those expressed in these forecasts and other forward-looking information.The PRC subsidiaries have proprietary rights to trademarks used in this prospectusthat are important to th
122、eir business,many of which are registered under applicableintellectual property laws.Solely for convenience,the trademarks,service marks andtrade names referred to in this prospectus are without the,and other similarsymbols,but such references are not intended to indicate,in any way,that we willnot
123、assert,to the fullest extent under applicable law,the PRC subsidiaries rightsor the rights of the applicable licensors to these trademarks,service marks andtrade names.This prospectus contains additional trademarks,service marks and trade names ofothers.All trademarks,service marks and trade names a
124、ppearing in this prospectusare,to our knowledge,the property of their respective owners.We do not intend ouruse or display of other companies trademarks,service marks or trade names to implya relationship with,or endorsement or sponsorship of us by,any other person.2Table of ContentsPROSPECTUS SUMMA
125、RYInvestors are cautioned that you are buying shares of a Cayman Islandsholding company with no operations of its own that holds 100%of theshares of a China-based operating company.This summary highlights certain information contained elsewhere in this prospectus.You should read the entire prospectu
126、s carefully,including our financial statementsand related notes and the risks described under“Risk Factors.”Our actual resultsand future events may differ significantly based upon a number of factors.Thereader should not put undue reliance on the forward-looking statements in thisdocument,which spea
127、k only as of the date on the cover of this prospectus.OverviewWe are a holding company incorporated in the Cayman Islands.As a holding companywith no material operations of our own,we conduct all of our operations throughour operating entities established in the PRC,primarily Work Hangzhou,our wholl
128、yowned subsidiary,and its subsidiaries(collectively referred to herein as the“PRC subsidiaries”).The operations of our PRC subsidiaries could affect otherparts of our business.We are a supplier of medical devices in China.We develop and manufacture ClassIandII medical devices and sell ClassIand II d
129、isposable medical devices throughoperating subsidiaries in China.The PRC subsidiaries products include,to name afew,medical face masks,artery compression tourniquets for bleeding control,disposable breathing circuits for delivering oxygen and anesthetic gases,laryngealmask airways for keeping patien
130、ts airways open during anesthesia and endotrachealtubes for keeping the trachea open for air to get to the lungs.The PRC subsidiaries have Class I,II and III disposable medical devicequalifications,including filing certificates for ClassI products andregistration certificates for ClassII products,an
131、d medical device production andoperation licenses in China.For more information about the qualifications,pleaserefer to“BusinessCertification of Production and Products.”The PRC subsidiaries have been providing medical devices to hospitals,pharmacies,and medical institutions since 2002.The PRC subsi
132、diaries currently have a total of20 medical devices in their product portfolio.All of them are sold domestically,and 15 of them are sold internationally.In the Chinese market,the PRC subsidiaries products are sold in 34 provincial-level administrative regions.Internationally,the products are exporte
133、d to morethan 30 countries in Asia,Africa,Europe,North America,South America,andOceania.In the meantime,the PRC subsidiaries have established a strict qualitymanagement system.The PRC subsidiaries have 17 products that have passed theinspections administered by local authorities in Zhejiang province
134、 and obtained theregistration certificates.The PRC subsidiaries have also received international“CE”certification and ISO 13485 system certification.Furthermore,the PRCsubsidiaries have registered with the FDA for 17 products.Our Revenue ModelWe primarily generate our revenue through the PRC subsidi
135、aries sales of medicaldevices.The PRC subsidiaries sell medical devices both domestically and internationally.For the fiscalyears ended September30,2022 and 2021,the revenue from domesticsales was$18,291,527 and$42,908,290,accounting for 93%and 94%,respectively,ofour revenue,and the revenue from int
136、ernational sales was$1,419,763 and$2,955,073,accounting for 7%and 6%,respectively,of our revenue.For the fiscal years ended September 30,2022 and 2021,we recognizedapproximately$19,711,290 and$45,863,363 in revenue,respectively.CustomersThe PRC subsidiaries have three types of customers,i)direct end
137、-user customers,which include hospitals,pharmacies,and medical institutions,ii)domesticdistributor customers that distribute the PRC subsidiaries products to end-usercustomers in China,and iii)export distributor customers that distribute the PRCsubsidiaries products to end-user customers in Asia,Afr
138、ica,Europe,NorthAmerica,South America,and Oceania.The top ten countries and regions outside ofmainland China where these products are sold are Saudi Arabia,Germany,Switzerland,HongKong,France,Poland,Netherlands,Mexico,Romania and Russia.3Table of ContentsAs of September 30,2022,the PRC subsidiaries
139、had a total of 1,058 customers,ofwhich,154 are direct end-user customers,867 are domestic distributor customers,and 37 are export distributor customers.For the fiscal year ended September 30,2022,the top three customers accounted for 6%,4%,and 4%,respectively,of therevenue.For the fiscal year ended
140、September 30,2021,the top three customersaccounted for 49%,15%,and 2%,respectively,of the revenue.Marketing and SalesThe PRC subsidiaries market and sell their products through their sales team anddistribution network,including their domestic and export distributors.Sales TeamAs of the date of this
141、prospectus,the PRC subsidiaries have a sales team of 40employees.There are four team leaders leading their respective teams to market thePRC subsidiaries products,both domestically and internationally.Distribution NetworkFor the fiscalyears ended September30,2022 and 2021,the PRC subsidiaries hadapp
142、roximately 867 and 800 domestic distributors and 37 and 57 exportingdistributors,respectively.Distributors usually purchase products from the PRCsubsidiaries at a discounted price and then resell the products to end customers,both domestically and internationally.The PRC subsidiaries domestic distri
143、butors cover 34 provincial-leveladministrative regions of PRC for the resales of the products in the Chinesemarket.They market and distribute the products in the regions where they arelocated and secured approximately 440 and 440 domestic customers for the PRCsubsidiaries for the fiscal years ended
144、September 30,2022 and 2021,respectively,including hospitals and medical institutions.The PRC subsidiaries exporting distributors can be classified into twocategories:those located outside of China that only distribute the productsinternationally,and those located in China that distribute the product
145、s,bothdomestically and internationally.The total number of direct and indirect customerrelationships established overseas through the PRC subsidiaries exportingdistributors was approximately 100 and 100,as of September 30,2022 and September30,2021,respectively.Competitive StrengthsWe believe that th
146、e following competitive strengths have contributed to our successand differentiated us from our competitors:a deep understanding of the industry;cost-effective masks;customized and multifunctional masks;andwide distribution network.Growth StrategiesWe intend to develop our business and strengthen br
147、and loyalty by implementing thefollowing strategies:continue to invest in research and department team;expand sales and distribution network;andstrengthen quality control system and uphold the commitment to productquality.4Table of ContentsOur Corporate History and StructureWORK Medical Technology G
148、roup LTD,or Work Cayman,is a Cayman Islands exemptedcompany incorporated on March1,2022.Work Medical Technology Group Limited,orWork BVI,is our wholly-owned subsidiary formed in the British Virgin Islands onMarch 15,2022.Work Medical Technology Group(China)Limited(“Work MedicalTechnology”)is Work BV
149、Is wholly-owned subsidiary formed in Hong Kong onApril19,2022.WFOE is Work Medical Technologys wholly-owned subsidiary formedin Hangzhou on April28,2022.Work Hangzhou is WFOEs wholly-owned subsidiaryformed in Hangzhou on November 10,2021.Work Hangzhou and its subsidiariescontributed 100%of our conso
150、lidated revenue.We operate our business through theoperating subsidiaries in China,namely 1)Hangzhou Shanyou,a PRC company formedon April29,2002,located in Hangzhou,Zhejiang Province,the PRC;2)HangzhouHanshi,a PRC company formed on July 22,2019,located in Hangzhou,ZhejiangProvince,the PRC;3)Shanghai
151、 Chuqiang Medical Equipment Co.,Ltd.(“ShanghaiChuqiang”),a PRC company formed on March12,2018,located in Shanghai,the PRC;4)Shanghai Saitumofei Medical Treatment Technology Co.,Ltd.(“ShanghaiSaitumofei”),a PRC company formed on May 15,2019,located in Shanghai,PRC;5)Hunan Saitumofei,a PRC company for
152、med on April 2,2021,located in Changsha,HunanProvince,the PRC;and 6)Hangzhou Woli,a PRC company formed on July 29,2022,located in Hangzhou,Zhejiang Province,the PRC.In addition to the abovesubsidiaries,there is also one subsidiary,Hangzhou Youshunhe Technology Co.,Ltd.(Hangzhou Youshunhe),which is o
153、wned by Hangzhou Shanyou,which has had nooperations as of the date of this prospectus.Work Cayman,Work BVI and the PRCsubsidiaries are collectively referred to herein as the“Group”.The chart below summarizes our corporate structure as of the date of thisprospectus._Notes:(1)Represents 6,250,000Ordin
154、ary Shares held by Baiming Yu,the 100%owner of LWY Group LTD,as of the date of this prospectus.(2)Represents an aggregate of 3,125,000 Ordinary Shares held by 5 shareholders of WorkCayman,namely SANYOU NO.2 Group LTD,YQJ GROUP LTD,ZHF GROUP LTD,ZLW GROUP LTD,and ZXHGROUP LTD,each one of which entiti
155、es holds 5%of our Ordinary Shares,as of the date ofthis prospectus.(3)The remaining shareholders of Shanghai Saitumofei are Jun Ma,Jianyuan Lu,and ShanghaiAikerui Medical Technology Co.,Ltd.,who own 24%,20%and 5%shares of Shanghai Saitumofei,respectively.(4)Our Chief Operating Officer,Baiming Yu,own
156、s 3.75%shares of Hangzhou Shanyou,and hisspouse,Liwei Zhang,owns 1.35%shares of Hangzhou Shanyou,as of the date of thisprospectus.(5)The remaining shareholders of Hangzhou Hanshi are Cheng Peng,Xiuwen Zhang and Zhengyan He,who own 25%,10%and 5%of shares of Hangzhou Hanshi,respectively.For more detai
157、ls regarding our corporate structure and related changes,see“Corporate History and Structure.”5Table of ContentsWork Hangzhou and its subsidiaries contributed 100%of our consolidated revenue andaccounted for 100%of our consolidated total assets and liabilities for thefiscal years ended September 30,
158、2022 and 2021.There was no reconciliationperformed between the financial position,cash flows and results of operations ofWork Hangzhou and us.The following financial information of Work Hangzhou and itssubsidiaries was included in the consolidated financial statements:As ofSeptember30,2022 2021Total
159、 Assets$25,541,469$30,656,133Total Liabilities$14,350,869$19,261,949 FiscalYears EndedSeptember30,2022 2021Revenue$19,711,290$45,863,363Net profit$944,126$6,265,603 FiscalYears EndedSeptember30,2022 2021Net cash provided by(used in)operating activities$(2,258,948)$(7,178,445)Net cash used in investi
160、ng activities(1,347,165)(60,001)Net cash provided by financing activities 3,566,223 7,991,419Effect of foreign currency translations(59,819)(80,243)Net increase(decrease)in cash and cash equivalents$(99,709)$672,730Neither we nor the PRC subsidiaries operate in an industry that prohibits or limitsfo
161、reign investment.As a result,neither we nor the PRC subsidiaries are requiredto obtain any permission from Chinese authorities to operate,other than thosepermissions a domestic company in mainland China will need to engage in businessessimilar to our PRC subsidiaries.As of the date of the prospectus
162、,such licensesand permissions include a Business License,Medical Device RegistrationCertificate,Medical Device Production Certificate,Medical Device SellingCertificate,Record Form of Medical Device Products,Certificate of Class Imedical device production recordation,Certificate of Class II medical d
163、eviceselling recordation,Record Registration Form for Foreign Trade Business Operatorsand Certificate of the Customs of the Peoples Republic of China on Registrationof a Customs Declaration Entity.The PRC subsidiaries have obtained the abovelicenses and permissions to conduct their business in mainl
164、and China.See“BusinessLicenses and Permissions”on page 81.Furthermore,we believe,based on the advice of our PRC counsel,Jingtian&Gongcheng,that(i)because we are not an SPV which acquires PRC domesticcompanies equity with our shares prior to the listing of our Ordinary Shares onthe Nasdaq,we are not
165、required to submit an application to the CSRC for itsapproval of this offering and the listing and trading of our Ordinary Shares withNasdaq under the“M&A Rules”,while we will nevertheless have to file with theCSRC in accordance with the Trial Administrative Measures with respect to thisoffering;(ii
166、)we are not subject to cybersecurity review with the CAC,under theMeasures for Cybersecurity Review(2021 version),which became effective onFebruary 15,2022,because the PRC subsidiaries currently engage in the manufactureand sale of medical devices and we or the PRC subsidiaries do not possess person
167、alinformation of over one million users;and(iii)there are substantialuncertainties regarding the interpretation and application of PRC laws andregulations and prospects for future PRC laws and regulations,and there can be noassurance that the relevant government agencies will take a view that is not
168、contrary to or otherwise different from the conclusions stated above.See“RiskFactors Risks Related to Doing Business in China Any requirement to obtainprior approval under the M&A Rules and/or any other regulations promulgated byrelevant PRC regulatory agencies in the future could delay this offerin
169、g andfailure to obtain any such approvals,if required,could have a material adverseeffect on the PRC subsidiaries and our business,operating results andreputation,as well as the trading price of our Ordinary Shares,and could alsocreate6Table of Contentsuncertainties for this offering and affect our
170、ability to offer or continue tooffer securities to investors outside China”on page 23;and“Risk Factors Risks Related to Doing Business in China There are uncertainties regarding theinterpretation and enforcement of PRC laws,rules and regulations”on page 18.The PRC government may take actions to exer
171、t more oversight and control overofferings by China based issuers conducted overseas and/or foreign investment insuch companies.In particular,additional compliance procedures may be required inconnection with this offering,due to the promulgation of the new filing-basedadministrative rules for overs
172、eas offering and listing by domestic companies inChina.The New Administrative Rules Regarding Overseas Listings could significantlylimit or completely hinder our ability to offer or continue to offer securities toinvestors outside China and cause the value of our securities to significantlydecline o
173、r become worthless.See“Risk FactorsRisks Related to Doing Businessin ChinaAny requirement to obtain prior approval under the M&A Rules and/orany other regulations promulgated by relevant PRC regulatory agencies in the futurecould delay this offering and failure to obtain any such approvals,if requir
174、ed,could have a material adverse effect on the PRC subsidiaries and our business,operating results and reputation,as well as the trading price of our OrdinaryShares,and could also create uncertainties for this offering and affect ourability to offer or continue to offer securities to investors outsi
175、de China”onpage 23,and“Risk Factors Risks Related to Doing Business inChinaAdditional compliance procedures may be required in connection with thisoffering,due to the promulgation of the new filing-based administrative rules foroverseas offering and listing by domestic companies in China,which could
176、significantly limit or completely hinder our ability to offer or continue to offerour Ordinary Shares to investors and could cause the value of our Ordinary Sharesto significantly decline or become worthless”on page 21.On February 17,2023,the CSRC issued the New Administrative Rules RegardingOversea
177、s Listings,which came into force on March 31,2023.According to the NewAdministrative Rules Regarding Overseas Listings,among other things,a domesticcompany in the PRC that seeks to offer and list securities on overseas marketsshall fulfill the filing procedures with the CSRC as per requirement of th
178、e TrialAdministrative Measures.According to the New Trial Administrative Rules RegardingOverseas Listings,we will have to file with the CSRC in accordance with the TrialAdministrative Measures with respect to this offering.On February 24,2023,theCSRC promulgated the Confidentiality and Archives Admi
179、nistration Provisions,whichalso became effective on March 31,2023.According to the Confidentiality andArchives Administration Provisions,domestic companies that seek overseas offeringand listing(either in direct or indirect means)and the securities companies andsecurities service(either incorporated
180、 domestically or overseas)providers thatundertake relevant businesses shall institute a sound confidentiality and archivesadministration system,and take necessary measures to fulfill confidentiality andarchives administration obligations.They shall not leak any state secret orworking secret of gover
181、nment agencies,or harm national security and publicinterests.Furthermore,a domestic company that provides accounting archives orcopies of accounting archives to any entities,including securities companies,securities service providers and overseas regulators and individuals,shall fulfilldue procedure
182、s in compliance with applicable regulations.Working papers producedin mainland China by securities companies and securities service providers in theprocess of undertaking businesses related to overseas offering and listing bydomestic companies shall be retained in mainland China.Where such documents
183、 needto be transferred or transmitted to areas outside of mainland China,relevantapproval procedures stipulated by regulations shall be followed.We believe thatthis offering does not involve the leaking of any state secret or working secret ofgovernment agencies,or the harming of national security a
184、nd public interests.However,we may be required to perform additional procedures in connection with theprovision of accounting archives.The specific requirements of the relevantprocedures are currently unclear and we cannot be certain whether we will be ableto perform the relevant procedures.Except f
185、or the filing procedures with the CSRC,as of the date of this prospectus,we are not required to obtain any permissionfrom any PRC governmental authorities to offer securities to foreign investors.Wehave been closely monitoring regulatory developments in China regarding anynecessary approvals from th
186、e CSRC or other PRC governmental authorities requiredfor overseas listings,including this offering.As of the date of this prospectus,neither we nor the PRC subsidiaries have received any inquiry,notice,warning,sanctions or regulatory objection to this offering from the CSRC or other PRCgovernmental
187、authorities.However,there remains significant uncertainty as7Table of Contentsto the enactment,interpretation and implementation of regulatory requirementsrelated to overseas securities offerings and other capital markets activities.Moreover,on December 28,2021,the Measures for Cybersecurity Review(
188、2021version)were promulgated and took effect on February 15,2022,which provide thatany“online platform operators”controlling personal information of more than onemillion users which seeks to list in a foreign stock exchange should also besubject to cybersecurity review.We do not expect to be subject
189、 to cybersecurityreview,because the PRC subsidiaries currently engage in the manufacture and saleof medical devices and neither we nor the PRC subsidiaries possess personalinformation of over one million users.As of the date of this prospectus,we havenot been involved in any investigations on cybers
190、ecurity review initiated by theCyberspace Administration of China,and we have not received any warning,sanctionor penalty in such respect.If it is determined in the future that the approval ofthe CSRC,the Cyberspace Administration of China or any other regulatory authorityis required for this offeri
191、ng,we may face sanctions by the CSRC,the CyberspaceAdministration of China or other PRC regulatory agencies.These regulatory agenciesmay impose fines and penalties on the PRC subsidiaries operations in China,limitthe PRC subsidiaries ability to pay dividends outside of China,limit the PRCsubsidiarie
192、s operations,delay or restrict the repatriation of the proceeds fromthis offering into China or take other actions that could have a material adverseeffect on our or the PRC subsidiaries business,financial condition,results ofoperations and prospects,as well as the trading price of our securities.Th
193、e CSRC,the Cyberspace Administration of China or other PRC regulatory agencies also maytake actions requiring us,or making it advisable for us,to halt this offeringbefore settlement and delivery of our Ordinary Shares.Consequently,if you engagein market trading or other activities in anticipation of
194、 and prior to settlementand delivery,you do so at the risk that settlement and delivery may not occur.Inaddition,if the Cyberspace Administration of China or other PRC regulatoryagencies later promulgate new rules requiring that we obtain their approvals forthis offering,we may be unable to obtain s
195、uch approvals or a waiver of suchapproval requirements,if and when procedures are established to obtain such awaiver.Any uncertainties and/or negative publicity regarding such an approvalrequirement could have a material adverse effect on the trading price of oursecurities.See“Summary of Risks Affec
196、ting Our Company Risk Related to DoingBusiness in China The PRC government exerts substantial influence over themanner in which the PRC subsidiaries conduct their business activities.The PRCgovernment may also intervene or influence the PRC subsidiaries operations andthis offering at any time,which
197、could result in a material change in the PRCsubsidiaries operations and our Ordinary Shares could significantly decline invalue or become worthless”on page 20;and“Risk FactorsRisks Related toDoing Business in ChinaThe PRC government exerts substantial influence overthe manner in which the PRC subsid
198、iaries conduct their business activities.The PRCgovernment may also intervene or influence the PRC subsidiaries operations andthis offering at any time,which could result in a material change in the PRCsubsidiaries operations and our Ordinary Shares could significantly decline invalue or become wort
199、hless”on page 20.Additionally,our PRC subsidiaries are subject to various laws and regulationsrelated to their operating activities.Failure to comply with these laws andregulations could cause material changes in the PRC subsidiaries operations.OurPRC subsidiaries are subject to fire protection laws
200、,for example,but none of thePRC subsidiaries that manage production lines have prepared the required regulatoryreports in connection with fire protection laws and regulations,and they may beordered to stop use of their production lines.Since the PRC subsidiaries aremedical device manufacturers and a
201、ll of their products are manufactured byoperation of such production lines,any such development could materially andadversely affect the PRC subsidiaries and our business,financial condition andresults of operations.See“Risk FactorsThe PRC subsidiaries are subject to avariety of fire protection laws
202、 that could be costly for them to comply with,andthey could incur liability if they fail to comply with such laws,which couldadversely affect the Group as a whole”on page 42.Change in Authorized Share Capital and Share SubdivisionOn April 6,2023,the sole director and shareholders of the Company unan
203、imouslyapproved resolutions authorizing the share subdivision and the adoption of theamended and restated memorandum and articles of association,after which,(1)theCompany effectuated a 1:2000 share subdivision,whereupon the Companys authorizedshare capital was changed to US$50,000 divided into 100,0
204、00,000 Ordinary Shares ofa par value of$0.0005 each;and(2)immediately after the share subdivision,theshareholders voluntarily surrendered,on a pro rata basis,a total of 87,500,000Ordinary Shares of a par value of$0.0005 each,after which,the Company had anaggregate of 12,500,000 Ordinary Shares issue
205、d and outstanding.8Table of ContentsDividends and Other DistributionsWe are a holding company with no material operations of our own and do not generateany revenue.We currently conduct all of our operations through Work Hangzhou,ourwholly owned subsidiary and its subsidiaries.We are permitted under
206、PRC laws andregulations to provide funding to PRC subsidiaries only through loans or capitalcontributions,and only if we satisfy the applicable government registration andapproval requirements.See“Risk FactorsRisks Related to Doing Business inChina PRC regulation of loans to and direct investment in
207、 PRC entities byoffshore holding companies and governmental control of currency conversion maydelay us from using the proceeds of this offering to make loans or additionalcapital contributions to the PRC subsidiaries,which could materially and adverselyaffect our liquidity and our ability to fund an
208、d expand the PRC subsidiariesbusiness”onpage 27.We have not installed any cash management policies that dictate how funds aretransferred among Work Cayman and its subsidiaries,and thus we do not have anyprocedures governing fund transfers.Under our current corporate structure,we relyon dividend paym
209、ents from the PRC subsidiaries to fund any cash and financingrequirements we may have,including the funds necessary to pay dividends and othercash distributions to our shareholders or to service any debt we may incur.Oursubsidiaries in the PRC generate and retain cash generated from operatingactivit
210、ies and re-invest it in their business.If any of the PRC subsidiariesincurs debt on its own behalf in the future,the instruments governing such debtmay restrict their ability to pay dividends to us.As of the date of thisprospectus,there were no cash flows between the PRC subsidiaries and WorkHangzho
211、u,and no cash flows between our Cayman Islands holding company and oursubsidiaries.There are not any funds transferred among Work Cayman or Work BVI and the PRCsubsidiaries.Funds are transferred among the PRC subsidiaries for operationalpurposes,primarily between Hangzhou Shanyou and Hangzhou Hanshi
212、,our mainoperating subsidiary and its subsidiaries.As of the date of this prospectus,thereare no cash flows between the Company and our subsidiaries,and funds are onlytransferred between the PRC subsidiaries,Hangzhou Shanyou and Hangzhou Hanshi.Forthe years ended September 30,2022 and 2021,fund tran
213、sfers were limited to loansin the principal amounts of$84,234 and$10,757 made by Hangzhou Shanyou toHangzhou Hanshi,respectively.The PRC subsidiaries are permitted to pay dividends only out of their retainedearnings.However,each of the PRC subsidiaries is required to set aside at least10%of its afte
214、r-tax profits each year,after making up for previous yearsaccumulated losses,if any,to fund certain statutory reserves,until the aggregateamount of such funds reaches 50%of its registered capital.This portion of the PRCsubsidiaries respective net assets are prohibited from being distributed to their
215、shareholders as dividends.See“Regulations Regulations on DividendDistributions.”However,none of our subsidiaries has made any dividends or otherdistributions to the Company or any U.S.investors as of the date of thisprospectus.See also“Risk Factors Risks Related to Doing Business inChinaWe rely to a
216、 significant extent on dividends and other distributions onequity paid by our subsidiaries to fund offshore cash and financing requirementsand any limitation on the ability of the PRC subsidiaries to make remittance to paydividends to us could limit our ability to access cash generated by the operat
217、ionsof those entities”on page 28.The PRC subsidiaries have made no further plans to pay dividends since January 31,2021,and do not expect to do so unless and until they have generated sufficientaccumulated profits and have met the requirements for statutory reserve funds.Weintend to retain all of ou
218、r available funds and any future earnings after thisoffering and cash proceeds from overseas financing activities,including thisoffering,to fund the development and growth of the PRC subsidiaries business.Asa result,we do not expect to pay any cash dividends in the foreseeable future.In addition,the
219、 PRC government imposes controls on the convertibility of theRenminbi into foreign currencies and,in certain cases,the remittance of currencyout of mainland China.If the foreign exchange control system prevents us fromobtaining sufficient foreign currencies to satisfy our foreign currency demands,we
220、may not be able to pay dividends in foreign currencies to our shareholders.See“Risk FactorsRisks Related to Doing Business in ChinaRestrictions oncurrency exchange may limit our ability to utilize our revenue effectively”onpage 30.A 10%PRC withholding tax is applicable to dividends payable to invest
221、ors that arenon-resident enterprises.Any gain realized on the transfer of Ordinary Shares bysuch investors is also subject to PRC tax at a current rate of 10%which in thecase of dividends will be withheld at source if such gain is regarded as incomederived from sources within the PRC.See also“Risk F
222、actorsRisks Related toDoing Business in ChinaDividends payable to our foreign investors and gains onthe sale of our Ordinary Shares by our foreign investors may be subject to PRCtax”on page 29.9Table of ContentsSummary of Risks Affecting Our CompanyOur business is subject to multiple risks and uncer
223、tainties,as more fullydescribed in“Risk Factors”and elsewhere in this prospectus.We urge you to read“Risk Factors”and this prospectus in full.Our principal risks may be summarizedas follows:Risks Related to Doing Business in ChinaWe are also subject to risks and uncertainties relating to doing busin
224、ess in Chinain general,including,but are not limited to,the following:Changes in the political and economic policies of the PRC government or inrelations between China and the United States may materially andadversely affect the PRC subsidiaries and our business,financialcondition and results of ope
225、rations and may result in the PRCsubsidiaries inability to sustain their growth and expansion strategies.See“Risk FactorsRisks Related to Doing Business inChina Changes in the political and economic policies of the PRCgovernment or in relations between China and the United States maymaterially and a
226、dversely affect the PRC subsidiaries and our business,financial condition and results of operations and may result in the PRCsubsidiaries inability to sustain their growth and expansionstrategies”on page 18;There are uncertainties regarding the interpretation and enforcement ofPRC laws,rules and reg
227、ulations.See“Risk FactorsRisks Related toDoing Business in China There are uncertainties regarding theinterpretation and enforcement of PRC laws,rules and regulations”onpage 18;The PRC government exerts substantial influence over the manner in whichthe PRC subsidiaries conduct their business activit
228、ies.The PRC governmentmay also intervene or influence the PRC subsidiaries operations and thisoffering at any time,which could result in a material change in the PRCsubsidiaries operations and our Ordinary Shares could significantlydecline in value or become worthless.See“Risk FactorsRisks Relatedto
229、 Doing Business in China The PRC government exerts substantialinfluence over the manner in which the PRC subsidiaries conduct theirbusiness activities.The PRC government may also intervene or influencethe PRC subsidiaries operations and this offering at any time,whichcould result in a material chang
230、e in the PRC subsidiaries operations andour Ordinary Shares could significantly decline in value or becomeworthless”on page 20;Additional compliance procedures may be required in connection with thisoffering,due to the promulgation of the new filing-based administrativerules for overseas offering an
231、d listing by domestic companies in China,which could significantly limit or completely hinder our ability to offeror continue to offer our Ordinary Shares to investors and could cause thevalue of our Ordinary Shares to significantly decline or become worthless.See“Risk FactorsRisks Related to Doing
232、Business inChinaAdditional compliance procedures may be required in connectionwith this offering,due to the promulgation of the new filing-basedadministrative rules for overseas offering and listing by domesticcompanies in China,which could significantly limit or completely hinderour ability to offe
233、r or continue to offer our Ordinary Shares to investorsand could cause the value of our Ordinary Shares to significantly declineor become worthless”on page 21;You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing actions in China against us or
234、ourdirectors and officers named in the prospectus based on foreign laws.See“Risk FactorsRisks Related to Doing Business in ChinaYou mayexperience difficulties in effecting service of legal process,enforcingforeign judgments or bringing actions in China against us or ourmanagement named in the prospe
235、ctus based on foreign laws”on page 22;On December 28,2021,the Measures for Cybersecurity Review(2021 version)were promulgated and took effect on February 15,2022,which provide thatany“online platform operators”controlling personal information of morethan one million users which seeks to list in a fo
236、reign stock exchangeshould also be subject to cybersecurity review.We do not believe that thePRC subsidiaries are subject to cybersecurity review,because theycurrently engage in the manufacture and sale of medical devices and do notpossess personal information of over one million users.As of the dat
237、e ofthis prospectus,neither we nor the PRC subsidiaries have been involved inany investigations on cybersecurity review initiated by the CyberspaceAdministration of China,and neither we nor the PRC subsidiaries havereceived any warning,sanction10Table of Contentsor penalty in such respect.Any requir
238、ement to obtain prior approval underthe M&A Rules and/or any other regulations promulgated by relevant PRCregulatory agencies in the future could delay this offering and failure toobtain any such approvals,if required,could have a material adverseeffect on the PRC subsidiaries and our business,opera
239、ting results andreputation,as well as the trading price of our Ordinary Shares,and couldalso create uncertainties for this offering and affect our ability tooffer or continue to offer securities to investors outside China.See“Risk Factors Risks Related to Doing Business in China Anyrequirement to ob
240、tain prior approval under the M&A Rules and/or any otherregulations promulgated by relevant PRC regulatory agencies in the futurecould delay this offering and failure to obtain any such approvals,ifrequired,could have a material adverse effect on the PRC subsidiariesand our business,operating result
241、s and reputation,as well as the tradingprice of our Ordinary Shares,and could also create uncertainties for thisoffering and affect our ability to offer or continue to offer securitiesto investors outside China”on page 23;PRC regulation of loans to and direct investment in PRC entities byoffshore ho
242、lding companies and governmental control of currency conversionmay delay us from using the proceeds of this offering to make loans oradditional capital contributions to the PRC subsidiaries,which couldmaterially and adversely affect our liquidity and our ability to fund andexpand the PRC subsidiarie
243、s business.See“Risk Factors RisksRelated to Doing Business in ChinaPRC regulation of loans to anddirect investment in PRC entities by offshore holding companies andgovernmental control of currency conversion may delay us from using theproceeds of this offering to make loans or additional capitalcont
244、ributions to the PRC subsidiaries,which could materially andadversely affect our liquidity and our ability to fund and expand the PRCsubsidiaries business”on page 27;We may rely on dividends and other distributions on equity paid by the PRCsubsidiaries to fund any cash and financing requirements we
245、may have,andany limitation on the ability of the PRC subsidiaries to make payments tous could have a material and adverse effect on our ability to conduct ourbusiness.See“Risk Factors Risks Related to Doing Business inChina We rely to a significant extent on dividends and otherdistributions on equit
246、y paid by our subsidiaries to fund offshore cash andfinancing requirements and any limitation on the ability of the PRCsubsidiaries to make remittance to pay dividends to us could limit ourability to access cash generated by the operations of those entities”onpage 28;andOur Ordinary Shares may be de
247、listed under the Holding Foreign CompaniesAccountable Act,or the HFCA Act,if the PCAOB is unable to inspect ourauditors.The delisting of our Ordinary Shares,or the threat of theirbeing delisted,may materially and adversely affect the value of yourinvestment.Furthermore,on June22,2021,the U.S.Senate
248、passed theAccelerating Holding Foreign Companies Accountable Act,and on December29,2022,the Consolidated Appropriations Act was signed into law byPresident Biden.The Consolidated Appropriations Act contained,amongother things,an identical provision to the Accelerating Holding ForeignCompanies Accoun
249、table Act,which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAAct from three years to two.On December16,2021,the PCAOB issued itsdetermination that the PCAOB is unable to inspect or investigatecompletely PCAOB-registered public accounti
250、ng firms headquartered inmainland China and in Hong Kong,because of positions taken by PRCauthorities in those jurisdictions,and the PCAOB included in the reportof its determination a list of the accounting firms that are headquarteredin mainland China or HongKong.This list does not include our audi
251、tor,WWC P.C.While our auditor is based in the U.S.and is registered withPCAOB and subject to PCAOB inspection,in the event it is later determinedthat the PCAOB is unable to inspect or investigate completely our auditorbecause of a position taken by an authority in a foreign jurisdiction,then such la
252、ck of inspection could cause our securities to be delistedfrom the stock exchange.The delisting of our Ordinary Shares,or thethreat of their being delisted,may materially and adversely affect thevalue of your investment,even making it worthless.On August 26,2022,CSRC,the MOF,and the PCAOB signed a P
253、rotocol,which sets out specificarrangements on conducting inspections and investigations over relevantaudit firms within the jurisdiction of the PRC and the U.S.,including theaudit firms based in mainland China and Hong Kong,taking the first steptoward opening access for the PCAOB to inspect and inv
254、estigate registeredpublic accounting firms headquartered in mainland China and Hong Kong.OnDecember 15,2022,the PCAOB Board determined that the PCAOB was able tosecure complete access to inspect and investigate registered publicaccounting firms headquartered in mainland China and Hong Kong and voted
255、to vacate its previous determinations to the contrary.However,should PRCauthorities obstruct or otherwise fail to facilitate the PCAOBs accessin the future,the PCAOB Board will consider the11Table of Contentsneed to issue a new determination.Notwithstanding the foregoing,in theevent it is later dete
256、rmined that the PCAOB is unable to inspect orinvestigate completely our auditor,then such lack of inspection couldcause our securities to be delisted from the stock exchange.See“RiskFactorsRisks Related to Doing Business in ChinaOur OrdinaryShares may be delisted under the Holding Foreign Companies
257、Accountable Actif the PCAOB is unable to inspect our auditors.The delisting of ourOrdinary Shares,or the threat of their being delisted,may materially andadversely affect the value of your investment.Furthermore,on June22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountab
258、le Act,and on December 29,2022,the Consolidated AppropriationsAct was signed into law by President Biden.The ConsolidatedAppropriations Act contained,among other things,an identical provisionto the Accelerating Holding Foreign Companies Accountable Act,whichreduces the number of consecutive non-insp
259、ection years required fortriggering the prohibitions under the HFCA Act from three years to two.”on page 31.Risks Related to the PRC Subsidiaries Business and Industry:Risks and uncertainties related to the PRC Subsidiaries business and industryinclude,but are not limited to,the following:Failure to
260、 maintain the quality and safety of the PRC subsidiariesproducts could have a material and adverse effect on the PRCsubsidiaries and our reputation,financial condition and results ofoperations.See“Risk FactorsRisks Related to the PRC SubsidiariesBusiness and IndustryFailure to maintain the quality a
261、nd safety ofthe PRC subsidiaries products could have a material and adverse effecton the PRC subsidiaries and our reputation,financial condition andresults of operations.”on page 33;The PRC subsidiaries may experience significant liability claims orcomplaints from customers,doctors and patients,liti
262、gation and regulatoryinvestigations and proceedings,such as claiming in relation to medicaldevice safety,or adverse publicity involving their products,which couldadversely affect the PRC subsidiaries and our financial condition andresults of operations.See“Risk FactorsRisks Related to the PRCSubsidi
263、aries Business and Industry The PRC subsidiaries mayexperience significant liability claims or complaints from customers,doctors and patients,litigation and regulatory investigations andproceedings,such as claiming in relation to medical device safety,oradverse publicity involving their products,whi
264、ch could adversely affectthe PRC subsidiaries and our financial condition and results ofoperations.”on page 34;The PRC subsidiaries face the risk of fluctuations in the cost,availability and quality of their raw materials,which could adverselyaffect their results of operations,and thus,adversely aff
265、ect the Groupas a whole.See“Risk FactorsRisks Related to the PRC SubsidiariesBusiness and Industry The PRC subsidiaries face the risk offluctuations in the cost,availability and quality of their raw materials,which could adversely affect their results of operations,and thus,adversely affect the Grou
266、p as a whole.”on page 35;The PRC subsidiaries do not have long term contracts with their suppliersand the suppliers can reduce order quantities or terminate sales to thePRC subsidiaries at any time.See“Risk FactorsRisks Related to thePRC Subsidiaries Business and IndustryThe PRC subsidiaries do noth
267、ave long term contracts with their suppliers and the suppliers can reduceorder quantities or terminate sales to the PRC subsidiaries at any time”on page 35;The PRC subsidiaries industry is intensely competitive.The PRCsubsidiaries may face competition from,and they may be unable to competesuccessful
268、ly against,new entrants and established companies with greaterresources.See“Risk FactorsRisks Related to the PRC SubsidiariesBusiness and Industry The PRC subsidiaries industry is intenselycompetitive.The PRC subsidiaries may face competition from,and they maybe unable to compete successfully agains
269、t,new entrants and establishedcompanies with greater resources”on page 36;If the PRC subsidiaries fail to identify,acquire and develop otherproducts,they may be unable to grow their business.See“RiskFactors Risks Related to the PRC Subsidiaries Business andIndustryIf the PRC subsidiaries fail to ide
270、ntify,acquire and developother products,they may be unable to grow their business”on page 37;12Table of ContentsThe PRC subsidiaries international sales are subject to a variety ofrisks that could adversely affect their profitability and operatingresults,which may adversely affect the profitability
271、and operatingresults of the Group.See“Risk Factors Risks Related to the PRCSubsidiaries Business and IndustryThe PRC subsidiariesinternational sales are subject to a variety of risks that could adverselyaffect their profitability and operating results,which may adverselyaffect the profitability and
272、operating results of the Group.”on page 41;andIf the PRC subsidiaries fail to timely renew their medical device licensesor registration certificates,it could adversely affect the PRCsubsidiaries and our reputation,financial condition and results ofoperations.See“Risk FactorsRisks Related to the PRC
273、SubsidiariesBusiness and IndustryIf the PRC subsidiaries fail to timely renewtheir medical device licenses or registration certificates,it couldadversely affect the PRC subsidiaries and our reputation,financialcondition and results of operations.”on page 44.Risks Related to this Offering and Ownersh
274、ip of our Ordinary SharesIn addition to the risks and uncertainties described above,we are subject to risksrelating to Ordinary Shares and this offering,including,but not limited to,thefollowing:An active trading market for our Ordinary Shares may not develop and thetrading price for our Ordinary Sh
275、ares may fluctuate significantly.See“Risk FactorsRisks Related to this Offering and Ownership of ourOrdinary SharesAn active trading market for our Ordinary Shares maynot develop and the trading price for our Ordinary Shares may fluctuatesignificantly”on page 44;Nasdaq may apply additional and more
276、stringent criteria for our initialand continued listing because we plan to have a small public offering andinsiders will hold a large portion of our listed securities.See“RiskFactorsRisks Related to this Offering and Ownership of our OrdinarySharesNasdaq may apply additional and more stringent crite
277、ria for ourinitial and continued listing because we plan to have a small publicoffering and insiders will hold a large portion of our listed securities”on page 44;The trading price of our Ordinary Shares may be volatile,which couldresult in substantial losses to investors.See“Risk FactorsRisksRelate
278、d to this Offering and Ownership of our Ordinary Shares Thetrading price of our Ordinary Shares may be volatile,which could resultin substantial losses to investors”on page 45;andBecause the initial public offering price is substantially higher than thenet tangible book value per share,you will expe
279、rience immediate andsubstantial dilution.See“Risk Factors Risks Related to thisOffering and Ownership of our Ordinary Shares Because the initialpublic offering price is substantially higher than the net tangible bookvalue per share,you will experience immediate and substantial dilution.”onpage 46.We
280、 may experience extreme stock price volatility unrelated to our actualor expected operating performance,financial condition or prospects,making it difficult for prospective investors to assess the rapidlychanging value of our Ordinary Shares.See“Risk Factors Risks Relatedto this Offering and Ownersh
281、ip of our Ordinary Shares We may experienceextreme stock price volatility unrelated to our actual or expectedoperating performance,financial condition or prospects,making itdifficult for prospective investors to assess the rapidly changing valueof our Ordinary Shares.”on page 51.Recent Regulatory De
282、velopments in ChinaRecently,the PRC government initiated a series of regulatory actions and made anumber of public statements on the regulation of business operations in China withlittle advance notice,including cracking down on illegal activities in thesecurities market,enhancing supervision over C
283、hina-based companies listedoverseas,adopting new measures to extend the scope of cybersecurity reviews,andexpanding efforts in anti-monopoly enforcement.Among other things,the M&A Rules and the Anti-Monopoly Law of the PeoplesRepublic of China promulgated by the SCNPC,which took effect in 2008 and w
284、asamended on June 24,2022,which amendment became effective August 1,2022(the“Anti-Monopoly Law”),established additional procedures and requirements thatcould make merger and acquisition activities by foreign investors more time-consuming and complex.Under the Anti-Monopoly13Table of ContentsLaw,comp
285、anies undertaking acquisitions relating to businesses in China must notifythe State Councils anti-monopoly law enforcement authority,in advance of anytransaction where the parties revenue in the China market exceed certainthresholds and the buyer would obtain control of,or decisive influence over,th
286、etarget.In addition,the Rules of Ministry of Commerce on Implementation ofSecurity Review System of Mergers and Acquisitions of Domestic Enterprises byForeign Investors,or the security review rules,issued by the MOFCOM that tookeffect in September 2011 specify that if a merger and acquisition of dom
287、esticenterprise by a foreign investor falls within the M&A safety review scope,theforeign investor shall file an application for M&A safety review to the Ministry ofCommerce.The M&A safety review scope is as follows:foreign investors M&A ofdomestic military industry enterprises and military industry
288、 support enterprises,enterprises around key and sensitive military facilities,and other units whichhave impact on national defense security;and foreign investors M&A of domesticenterprises,which have impact on the national security,in fields of importantagricultural products,important energy and res
289、ources,important infrastructure,important transport service,key technology and major equipment manufacturing,etc.,and such M&A may result in foreign investors acquirement of actual controlover the enterprises.On July6,2021,the relevant PRC government authorities made public the Opinionson Strictly C
290、racking Down Illegal Securities Activities in Accordance with the Law.These opinions emphasized the need to strengthen the administration over illegalsecurities activities and the supervision on overseas listings by China-basedcompanies and proposed to take effective measures,such as promoting theco
291、nstruction of relevant regulatory systems to deal with the risks and incidentsfaced by China-based overseas-listed companies.Pursuant to the Opinions,Chineseregulators are required to accelerate rulemaking related to the overseas issuanceand listing of securities,and update the existing laws and reg
292、ulations related todata security,cross-border data flow,and management of confidential information.Numerous regulations,guidelines and other measures are expected to be adoptedunder the umbrella of or in addition to the Cybersecurity Law and Data SecurityLaw.As of the date of this prospectus,no offi
293、cial guidance or relatedimplementation rules have been issued yet and the interpretation of these opinionsremains unclear at this stage.See“Risk Factors Risks Related to DoingBusiness in ChinaAny requirement to obtain prior approval under the M&A Rulesand/or any other regulations promulgated by rele
294、vant PRC regulatory agencies in thefuture could delay this offering and failure to obtain any such approvals,ifrequired,could have a material adverse effect on the PRC subsidiaries and ourbusiness,operating results and reputation,as well as the trading price of ourOrdinary Shares,and could also crea
295、te uncertainties for this offering and affectour ability to offer or continue to offer securities to investors outside China.”on page 23.In addition,on July10,2021,the Cyberspace Administration of China issued theMeasures for Cybersecurity Review(Revision Draft for Comments),or the Measures,for publ
296、ic comments,which propose to authorize the relevant government authoritiesto conduct cybersecurity review on a range of activities that affect or may affectnational security,including listings in foreign countries by companies thatpossess the personal data of more than one million users.On December2
297、8,2021,the Measures for Cybersecurity Review(2021 version)were promulgated and tookeffect on February15,2022,which provide that any“online platform operators”controlling personal information of more than one million users which seeks to listin a foreign stock exchange should also be subject to cyber
298、security review.TheMeasures for Cybersecurity Review(2021 version),further elaborate on the factorsto be considered when assessing the national security risks of the relevantactivities,including,among others,(i)the risk of core data,important data ora large amount of personal information being stole
299、n,leaked,destroyed,andillegally used or exited the country;and(ii)the risk of critical informationinfrastructure,core data,important data or a large amount of personal informationbeing affected,controlled,or maliciously used by foreign governments afterlisting abroad.On February 17,2023,the CSRC iss
300、ued the New Administrative Rules RegardingOverseas Listings,which came into force on March 31,2023.According to the NewAdministrative Rules Regarding Overseas Listings,among other things,a domesticcompany in the PRC that seeks to offer and list securities on overseas marketsshall fulfill the filing
301、procedures with the CSRC as per requirement of the TrialAdministrative Measures.Where a domestic company seeks to directly offer and listsecurities on overseas markets,the issuer shall file with the CSRC.Where adomestic company seeks to indirectly offer and list securities on overseas markets,the is
302、suer shall designate a major domestic operating entity,which shall,as thedomestic responsible entity,file with the CSRC.Initial public offerings orlistings on overseas markets shall be filed with the CSRC within 3 working daysafter the relevant application is submitted overseas.The required filing m
303、aterialswith the CSRC include(without limitation):(i)record-filing reports and relatedundertakings;(ii)compliance certificates,filing or approval documents from theprimary regulators of applicants businesses(if applicable);(iii)securityassessment opinions issued by related departments(if applicable)
304、;(iv)PRC legalopinions issued by domestic law firms(with related undertakings);and(v)prospectus or listing documents.According to the14Table of ContentsNew Administrative Rules Regarding Overseas Listings,we have to file with the CSRCwith respect to this offering,and the CSRC will conclude the filin
305、g procedures andpublish the filing results on the CSRC website within 20 working days afterreceiving the filing documents if the filing documents are complete and incompliance with stipulated requirements.However,during the filing process,theCSRC may request the Company to supply additional document
306、s or may consult withcompetent authorities,the time for which will not be counted in the 20 workingdays.We are required to complete the filing procedures before the closing of thisoffering,pursuant to the New Administrative Rules Regarding Overseas Listings.Anymaterial delay in our ability to fully
307、comply with new regulatory requirements maysignificantly limit or completely hinder our ability to offer or continue to offerour Ordinary Shares,cause significant disruption to our business operations,andseverely damage our reputation,which would materially and adversely affect ourfinancial conditio
308、n and results of operations and cause our Ordinary Shares tosignificantly decline in value or become worthless.See“Risk Factors RisksRelated to Doing Business in China Additional compliance procedures may berequired in connection with this offering,due to the promulgation of the newfiling-based admi
309、nistrative rules for overseas offering and listing by domesticcompanies in China,which could significantly limit or completely hinder ourability to offer or continue to offer our Ordinary Shares to investors and couldcause the value of our Ordinary Shares to significantly decline or becomeworthless”
310、on page 21.See“Risk Factors”for a discussion of these legal andoperational risks and other information that should be considered before making adecision to purchase our Ordinary Shares.Implications of Being an Emerging Growth CompanyWe had less than$1.235 billion in revenue during our last fiscal ye
311、ar.As aresult,we qualify as an“emerging growth company”as defined in the Jumpstart OurBusiness Startups Act of 2012(the“JOBS Act”),and may take advantage ofreduced public reporting requirements.These provisions include,but are notlimited to:being permitted to present only twoyears of audited financi
312、al statementsand only twoyears of related Managements Discussion and Analysis ofFinancial Condition and Results of Operations in our filings with the SEC;not being required to comply with the auditor attestation requirements inthe assessment of our internal control over financial reporting;reduced d
313、isclosure obligations regarding executive compensation inperiodic reports,proxy statements and registration statements;andexemptions from the requirements of holding a nonbinding advisory vote onexecutive compensation and shareholder approval of any golden parachutepayments not previously approved.W
314、e may take advantage of these provisions until the lastday of our fiscal yearfollowing the fifth anniversary of the date of the first sale of our OrdinaryShares pursuant to this offering.However,if certain events occur before the endof such five-year period,including if we become a“large accelerated
315、 filer,”ifour annual gross revenue exceed$1.235 billion or if we issue more than$1.0billion of non-convertible debt in any three-year period,we will cease to bean emerging growth company before the end of such five-year period.Section 107 of the JOBS Act provides that an emerging growth company can
316、takeadvantage of the extended transition period provided in Section7(a)(2)(B)of theSecurities Actof1933,as amended(the“Securities Act”),for complying withnew or revised accounting standards.We have elected to take advantage of thisextended transition period and acknowledge such election is irrevocab
317、le pursuant toSection107 of the JOBS Act.Implications of Being a Foreign Private IssuerUpon consummation of this offering,we will report under the ExchangeAct,as anon-U.S.company with“foreign private issuer”status.Even after we no longerqualify as an emerging growth company,so long as we qualify as
318、a foreign privateissuer under the ExchangeAct,we will be exempt from certain provisions of theExchangeAct and the rules thereunder that are applicable to U.S.domestic publiccompanies,including:the rules under the Exchange Act that require U.S.domestic publiccompanies to issue financial statements pr
319、epared under U.S.GAAP;the sections of the Exchange Act that regulate the solicitation ofproxies,consents or authorizations in respect of any securitiesregistered under the ExchangeAct;15Table of Contentsthe sections of the ExchangeAct that require insiders to file publicreports of their share owners
320、hip and trading activities and that imposeliability on insiders who profit from trades made in a short period oftime;andthe rules under the ExchangeAct that require the filing with the SEC ofquarterly reports on Form10-Q,containing unaudited financial and otherspecified information,and current repor
321、ts on Form 8-K,upon theoccurrence of specified significant events.We will file with the SEC,within fourmonths after the end of each fiscal year(or such other reports required by the SEC),an annual report on Form 20-Fcontaining financial statements audited by an independent registered publicaccountin
322、g firm.We may take advantage of these exemptions until such time as we are no longer aforeign private issuer.We would cease to be a foreign private issuer at such timeas more than 50%of our outstanding voting securities are held by U.S.residentsand any of the following three circumstances applies:(i
323、)the majority of ourexecutive officers or directors are U.S.citizens or residents,(ii)more than 50%of our assets are located in the United States or(iii)our business isadministered principally in the UnitedStates.Both foreign private issuers and emerging growth companies are also exempt fromcertain
324、of the more extensive SEC executive compensation disclosure rules.Therefore,if we no longer qualify as an emerging growth company but remain aforeign private issuer,we will continue to be exempt from such rules and willcontinue to be permitted to follow our home country practice as to the disclosure
325、of such matters.Corporate InformationOur principal executive offices are located at Floor 23,No.2 Tonghuinan Road,Hangzhou,Zhejiang Province,the PRC,and our telephone number is+86-.Our registered office in the Cayman Islands is at the offices of Tricor Services(Cayman Islands)Limited,Sec
326、ond Floor,Century Yard,Cricket Square,P.O.Box902,Grand Cayman,KY1-1103,Cayman Islands.Our agent for service of process inthe UnitedStates is Cogency Global Inc.,located at 122 East 42nd Street,18thFloor,New York,NY 10168.16Table of ContentsThe OfferingSecurities being offered:Ordinary Shares on a fi
327、rm commitment basis,plusup to an additional Ordinary Shares,if theunderwriter exercises its over-allotment option.Initial offering price:We estimate the initial public offering price will be$per Ordinary Share.Number of Ordinary Sharesoutstanding before theoffering:12,500,000Ordinary Shares.Number o
328、f Ordinary Sharesoutstanding after theoffering:Ordinary Shares,assuming no exercise of theunderwriters over-allotment option,and Ordinary Shares,assuming full exercise of theunderwriters over-allotment option.Use of proceeds:We intend to use the net proceeds of this offeringfor(i)upgrading productio
329、n equipment andincreasing production capacity,(ii)developingmasks,other medical consumables and medical devices,(iii)marketing,(iv)patent purchases and(v)working capital and other general corporatepurposes.For more information on the use ofproceeds,see“Use of Proceeds”on page 54.Lock-up agreements W
330、e have agreed,for a period of six months from thedate of this prospectus,not to offer,sell,contractto sell,pledge,grant any option to purchase,makeany short sale,lend or otherwise dispose of,exceptin this offering,any of our Ordinary Shares,including but not limited to any options to purchaseour Ord
331、inary Shares,or any securities that areconvertible into or exchangeable for,or thatrepresent the right to receive,our Ordinary Sharesor any such substantially similar securities(otherthan pursuant to employee share option plans existingon,or upon the conversion or exchange of convertibleor exchangea
332、ble securities outstanding as of,thedate such lock-up agreement was executed),withoutthe prior written consent of the representatives ofthe underwriter.All of our directors and officers and certainshareholders have agreed with the underwriter,subject to certain exceptions,not to sell,transferor disp
333、ose of,directly or indirectly,any of ourOrdinary Shares or securities convertible into orexercisable or exchangeable for our Ordinary Sharesfor a period of sixmonths from the commencement ofthe Companys first day of trading on the NasdaqCapital Market.See“Shares Eligible for FutureSale”and“Underwriting”for more information.Proposed Nasdaq symbol:We have applied to have our Ordinary Shares listed o