牵手融e邦，资本运作很简单。来自浙江杭州的山友医疗器械有限公司WORK Medical Technology Group LTD(以下简称“山友医疗”)在美国证监会(SEC)公开披露招股书，拟于美国纳斯达克IPO上市，股票代码WOK。 其早于2022年6月23日在SEC秘密递表。

招股书地址：https://www.sec.gov/Archives/edgar/data/1929783/000121390023033322/ff12023_workmedical.htm#T11

公司结构

下表总结了截至本招股说明书发布之日我们的公司结构：

（1）截至本招股说明书日期，代表LWY Group LTD的100%所有者Baiming Yu持有的6250000股普通股。

（2） 截至本招股说明书日期，代表Work Cayman的5名股东，即三友二号集团有限公司、YQJ Group有限公司、ZHF Group有限公司、ZLW Group有限公司和ZXH Group有限公司，合计持有3125000股普通股，他们各自持有我们5%的普通股。

（3） 上海赛图飞的其余股东为马军、陆建元和有限公司，他们分别持有上海赛图菲24%、20%和5%的股份。

（4） 截至本招股说明书日期，我们的首席运营官余百明拥有杭州善友3.75%的股份，他的配偶张立伟拥有杭州善优1.35%的股份。

（5） 杭州汉诗的其余股东是程鹏、张秀文和何正艳，他们分别持有杭州汉诗25%、10%和5%的股份。

商业介绍

我们的使命： 我们的使命是成为世界领先的医疗器械制造商，我们致力于向世界提供专业可靠的医疗器械。为了进一步履行我们在国内外提供专业可靠医疗器械的承诺，中国子公司专门从事医疗器械的研究、开发、制造和销售：对行业的深入了解。我们的首席运营官余百明在一家医院做了近十年的医生，在结束医院的医疗实践后，他在医疗器械行业已经工作了20多年。三十年的经验使他与该行业的工作人员，特别是浙江省的工作人员建立了广泛的联系，并深入了解他们在提供医疗服务时对医疗设备的具体需求。我们的子公司杭州善友由余先生于2002年创立，已经生产医疗器械20多年了。考虑到长期。

财务介绍

我们是一家控股公司，拥有运营子公司（统称为“集团”），所有业务和资产都在中国。我们的愿景是在国内外提供专业可靠的医疗设备。中国子公司主要生产和销售I类和II类医疗器械，包括气管插管、喉罩气道、热湿交换过滤器（HMEF）、一次性呼吸回路、喷雾器套件和扬卡抽吸装置。除第一类和第二类医疗器械外，中国子公司还保留了销售第三类一次性医疗器械的证书。

中国子公司有三类客户，i）包括医院、药店和医疗机构在内的直接最终用户客户，ii）将中国子公司的产品分销给中国最终用户客户的国内分销商客户，以及iii）将中国分公司的产品分销给亚洲、非洲、欧洲、，北美洲、南美洲和大洋洲。

截至2022年9月30日，收入从截至2021年9月31日的45863363美元降至19711290美元，降幅为26152073美元，约为57.0%。下降的主要原因是口罩和口罩以外的医疗器械的需求和单价下降，并被商品交易的增加所抵消。截至2022年9月30日，净收入从截至2021年9月31日的6265603美元降至944126美元，降幅为5321477美元，约84.9%。

据悉影响我们经营成果的关键因素：我们认为以下关键因素可能会影响我们的财务状况和经营成果：

•中国子公司有效开展销售和营销的能力；

•中国子公司获取足够原材料和关键部件的能力，以及从供应商处获得适当数量和质量的设备和服务的能力；

•中国子公司有效管理库存的能力；

•中国子公司提高运营效率的能力。

MANAGEMENT（主要管理者）

Directors, Director Nominees and Executive Officers

The following table sets forth information regarding our directors and officers as of the date of this prospectus. Unless otherwise stated, the business address for our directors and executive officers is that of our principal executive offices at Floor 23, No. 2 Tonghuinan Road, Xiaoshan District, Hangzhou City, Zhejiang Province, the PRC.

Shuang Wu has served as our Chief Executive Officer and Chairman of the Board of Directors since June 2022 and our director since March 2022. Mr. Wu has extensive managerial and financial experience. Before joining our company, from August 2019 to May 2022, he was the Chief Operating Officer of EZGO Technologies Ltd (Nasdaq: EZGO), a company focusing on sales of lithium battery and electric bicycle, and was responsible for making and enforcing business plans. From January 2018 to July 2019, he served as the vice president of Changzhou Hengmao Electricity Technology Co., Ltd., working for business operation and management. He was the General Manager of Investment of Shanghai Dafeng Investment Group Co., Ltd. from June 2015 to December 2017. From November 2011 to December 2014, he served as the assistant of General Manager of Travelex of Auckland Airport, a foreign exchange service provider. From June 2009 to November 2011, he was a financial adviser of Westpac Bank. Mr. Wu received his bachelor’s degree of finance and master’s degree of business from Massey University.

Ningfang Liang has served as our Chief Financial Officer since June 2022. Mr. Liang has been in the financial field and working for U.S.-listed companies for over 15 years. From December 2008 to June 2011, he was the manager of Sirius International Insurance Group, a former Nasdaq-listed company (Nasdaq: SG), and from June 2016 to June 2022, he rejoined the company and resumed being the manager, responsible for evaluating business performance and consolidated financial results, preparing for SEC filings and recommending changes for business plan from the perspective of finance. From March 2013 to January 2016, and from June 2011 to February 2013, he worked as the Chief Financial Officer of two U.S. public companies respectively, Tantech Holdings Ltd. (Nasdaq: TANH) and China GengSheng Minerals, Inc. (OTCMKTS: CHGS). From December 2006 to December 2008, he worked as a senior accountant in American International Group Inc. (NYSE: AIG). He was a financial analyst of Celgene Corporation, a former Nasdaq-listed company (Nasdaq: CELG), from January 2005 to December 2006. Mr. Liang has a bachelor’s degree of science from Shanghai University of Finance and Economics and an MBA degree from University of Illinois, Urbana-Champaign. He is also a Certified Public Accountant of the states of New Jersey and Illinois.

Baiming Yu has served as our Chief Operating Officer since June 2022 and will serve as our director starting immediately prior to the effectiveness of our registration statement of which this prospectus is a part. Mr. Yu has enriched experience in the field of medicine. He is the founder of Hangzhou Shanyou and has been its General Manager since January 2002, responsible for the company’s daily operation and management. Additionally, he served as the General Manager of Hangzhou Yuanqi Biotech Co., Ltd. from January 2012 to December 2018. From August 1993 to December 2001, he was a doctor of The First People’s Hospital of Xiaoshan City. Mr. Yu received his bachelor’s degree of medicine in anesthesia from the former Zhejiang Medical University, which was merged into Zhejiang University in 1998.

Xiaoyang Li will serve as our director starting immediately prior to the effectiveness of our registration statement of which this prospectus is a part. Dr. Li has been working in Ruijin Hospital Affiliated to Shanghai Jiao Tong University School of Medicine since July 2011. He was a Resident Physician initially and later got promoted to be an Attending Physician in June 2016. Since December 2020, he has been the Associate Chief Physician of the hospital. Dr. Li received his master’s degree of clinical medicine and doctor’s degree of internal medicine from Shanghai Jiao Tong University.

Zhongxuan Li will serve as our director starting immediately prior to the effectiveness of our registration statement of which this prospectus is a part. Mr. Li’s law practices cover multiple fields, including IPO, merger and acquisition, private equity, foreign direct investment, and commercial arbitration. He has been the senior partner of DeHeng Law Office (Shenzhen) since March 2008. From October 2006 to February 2008, he was an attorney of King & Wood Mallesons’s Shenzhen office. From July 2004 to April 2006, he was a legal manager of department of South Africa of Huawei Technologies Co., Ltd. From April 2000 to April 2003, he was a director of legal department of Shenzhen Credit Guarantee Group Co., Ltd. Mr. Li received his bachelor’s degree of law from Lanzhou University, and master’s degrees of law from both Northwest University of Political Science and Law and Washington & Lee University. He is admitted to practice as an attorney in both the PRC and State of New York.

Robert Johnson will serve as our director starting immediately prior to the effectiveness of our registration statement of which this prospectus is a part. Mr. Johnson has over 15 years of experience in tax and finance. He has been the Financial Controller of BAS Holdings Investments, LLC since February 2020, primarily responsible for review of periodic account and intercompany reconciliations and financial statement reporting and cash, receivables, and payables management for operating companies. From January 2017 to January 2020, he was the controller for family office of Lionstone Development, LLC. From June 2010 to June 2015, he was the controller for family office of BSL Capital, Inc. From September 2005 to June 2010, he served as a senior tax accountant of CBIZ MHM, LLC, and from January 2004 to September 2005, he was a tax accountant of Mallah Furman and Company. Mr. Johnson received his bachelor’s degrees of science in accounting and finance from University of Central Florida, and his MBA degree from University of Miami. He is both a Certified Management Accountant and Certified Public Accountant.

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