| Schedule of Consolidated Financial Statements Reflect the Activities |
The
unaudited condensed consolidated financial statements reflect the activities of the Group and each of the following entities:
| Name | | Date of
incorporation/acquisition | | Place of
incorporation | | Percentage of
effective
ownership | | Principal activities | | Subsidiaries | | | | | | | | | | Work BVI | | March 15, 2022 | | British Virgin Islands (“BVI”) | | 100% owned by Work Cayman | | Investment holding | | Work Medical Technology | | April 19, 2022 | | Hong Kong | | 100% owned by Work BVI | | Investment holding | | Work RWA TECH LIMITED | | September 2, 2025 | | Hong Kong | | 100% owned by Work Medical Technology | | Investment holding | | WFOE | | April 28, 2022 | | PRC | | 100% owned by Work Medical Technology | | Investment holding | | Work Hangzhou | | November 10, 2021 | | PRC | | 100% owned by Work Age | | Investment holding | | Hangzhou Shanyou | | April 29, 2002 | | PRC | | 95% owned by Work Hangzhou | | Produce and sale of medical consumables | | Hangzhou Hanshi | | July 22, 2019 | | PRC | | 60% owned by Hangzhou Shanyou | | Sale of medical consumables | | Shanghai Saitumofei Medical Treatment Technology Co., Ltd. (“Shanghai Saitumofei”)* | | July 27, 2022 | | PRC | | 57.5317% owned by Work Hangzhou | | Sale of medical consumable | | Hunan Saitumofei Medical Treatment Technology Co., Ltd (“Hunan Saitumofei”) | | July 27, 2022 | | PRC | | 100% owned by Shanghai Saitumofei | | Sale of medical consumables | | Hangzhou Woli Medical Treatment Technology Co., Ltd (“Hangzhou Woli”) | | July 22, 2022 | | PRC | | 100% owned by Work Hangzhou | | Sale of medical consumables | | Hangzhou Youshunhe Technology Co., Ltd. (“Hangzhou Youshunhe”) | | February 27, 2023 | | PRC | | 51% owned by Hangzhou Shanyou | | Sale of medical consumables | | Huangshan Saitumofei Medical Treatment Technology Co., Ltd. | | April 30, 2024 | | PRC | | 100% owned by Shanghai Saitumofei | | Research and development |
| * | On July 27, 2022, Work Hangzhou acquired 51% of the shares of Shanghai Saitumofei for a cash consideration of RMB100,000. Since then, Shanghai Saitumofei has become a subsidiary of the Group. |
On
May 24, 2024, Work Hangzhou and the other original shareholders of Shanghai Saitumofei (collectively, the “Original Shareholders”)
entered into a Capital Injection Agreement with Tunxi District Huangshan City Leading Industry Incubation Fund Ltd. (“Huangshan
Fund”). According to the agreement, Huangshan Fund agreed to invest RMB20 million in cash to obtain 13.33% newly issued shares
of Shanghai Saitumofei. Following the capital investment by Huangshan Fund, the Group’s ownership interest in Shanghai Saitumofei
was diluted to 44.2017%. However, on May 24, 2024, the Original Shareholders entered into a concerted action agreement (the “Concerted
Action Agreement”), to ensure that the Group retains majority voting rights (collectively 86.67%) in Shanghai Saitumofei. Under
the Concerted Action Agreement, if the Original Shareholders cannot reach a consensus, Work Hangzhou’s opinion shall prevail. The
Concerted Action Agreement has no fixed term and is irrevocable unless all parties consent unanimously. As a result, the Group is still
required to consolidate Shanghai Saitumofei in the reporting entity in the scope of ASC 810 Consolidation.
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