NWGL 6-K
CL Workshop Group Ltd (NWGL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number: 001-41796
CL WORKSHOP GROUP LIMITED
(Registrant’s Name)
Avenida da Amizade no. 1287
Chong Fok Centro Comercial, 13 E
Macau S.A.R.
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
On August 28, 2026, Nature Flooring (Europe) Company Limited (the “Vendor”), an subsidiary of CL Workshop Group Limited (the “Company”, together with its subsidiaries, the “Group”) and Mrs. Un Son I (the “Purchaser”), entered into a sale and purchase agreement (the “Sale and Purchase Agreement”), pursuant to which the Vendor has agreed to dispose of and the Purchaser has agreed to acquire the entire issued share capital of Swift Top Capital Resources Limited (“ST”), a wholly-owned subsidiary of the Vendor, at a consideration of US$1.00 (the “Disposal”). ST and its subsidiaries are collectively referred to herein as the “Disposal Group.”
The Disposal Group is principally engaged in trading of logs and the provision of IT consultancy and business consultancy services, with one of ST’s subsidiaries currently inactive. The Disposal Group recorded losses in the unaudited proforma loss before tax of approximately $0.2 million for the year ended December 31, 2025 and the unaudited proforma loss before tax of approximately $1.5 million for the seven months ended July 31, 2026. Due to (i) the downturn of the home building and renovation product market worldwide following the global economic downturn; (ii) ongoing wars and armed conflicts around the world; and (iii) the Chinese property sector crisis in China, it is expected that the Disposal Group would continue to incur losses in 2026. The board of directors of the Company (the “Board”) is of the view that the Disposal provides an opportunity for the Group to eliminate the ongoing negative impact on its profitability and cash flows as a result of the losses incurred by the Disposal Group. In addition, the Disposal allows the Group to concentrate its resources on exploring new opportunities and new product mix. After completion of the Disposal, the Group will continue to focus on trading logs and wood products and exploring new opportunities.
The consideration of the Disposal was arrived after arm’s length negotiation between the Vendor and the Purchaser on normal commercial terms, after taking into account, among others, (i) the historical loss-making position of the Disposal Group profit before tax for the years ended December 31, 2025; (ii) the valuation of the entire equity interest of the Disposal Group as at July 31, 2026 of $(577,465), which is fair form of the consideration in relation to the Disposal as opined by an independent professional valuer pursuant to a fairness opinion issued on August 28, 2026; and (iii) the unaudited consolidated net liability position of Disposal Group as at July 31, 2026 of approximately $0.6 million.
The transfer of the entire issued share capital of ST to the Purchaser was approved by the sole director of ST on August 28, 2026. Having considered the aforesaid, the Board are of the view that the terms of the Disposal are fair and reasonable. The Disposal was approved by the Board on August 28, 2026.
The financial statements of the Group as of and for the year ended December 31, 2025, and the accompanying notes thereto, are incorporated herein by reference. Attached to this report on Form 6-K and incorporate buy reference as Exhibit 10.1 is a copy of the Sale and Purchase Agreement between the Vendor and the Purchaser dated August 28, 2026. The unaudited pro forma balance sheet of the remaining Group as of July 31, 2026 and the unaudited pro forma profit & loss statement of the remaining Group for the year ended December 31, 2025 are filed as Exhibit 99.1.
This report on Form 6-K is hereby incorporated by reference into the registration statement on Form F-3 (No. 333-297543) to the extent not superseded by documents or reports subsequently filed.
EXHIBITS
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Current Report on Form 6-K contains forward looking statements that involve risks and uncertainties. All statements other than statements of historical fact contained in this Form 6-K, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in the Company’s Commission filings, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assumes no obligation to update any such forward-looking statements.
You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Form 6-K. Before you invest in our securities, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” as well as other risks and factors identified from time to time in the Company’s Commission filings could negatively affect our business, operating results, financial condition and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this Form 6-K to conform our statements to actual results or changed expectations.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CL<br>Workshop Group Limited | ||
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| By: | /s/<br>Liying Wang | |
| Name: | Liying<br>Wang | |
| Date:<br>August 28, 2026 | Title: | Director<br>and Chief Executive Officer |
Exhibit 10.1
DATED 28 AUGUST 2026
NATURE FLOORING (EUROPE) COMPANY LIMITED
AND
UN SON I
SALE AND PURCHASE AGREEMENT
in relation to the entire issued share capital of
SWIFT TOP CAPITAL RESOURCES LIMITED
THIS AGREEMENT is made on 28 August 2026
BETWEEN:
| (1) | NATURE<br>FLOORING (EUROPE) COMPANY LIMITED., a company incorporated under the laws of the British Virgin Islands and whose registered<br>office is at 4th Floor, Water’s Edge Building, Meridian Plaza, Road Town, Tortola, VG1110, British Virgin Islands (the “Vendor”);<br>and |
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| (2) | un<br>son i, holder of Macau ID card no. 7438856(2),<br>24 Junho Avenida. 24 Junho FL. 10 B The Paragon, Macau (the “Purchaser”), |
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each a “Party” and together the “Parties”.
WHEREAS:
| (A) | SWIFT<br>TOP CAPITAL RESOURCES LIMITED (the “Company”) is a company incorporated under the laws of Hong Kong and whose<br>registered office is at Suite 2701-08, 27/F., Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong. |
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| (B) | As<br>at the date of this Agreement, the Company has a number of one (1) Share in issue which are fully paid up and held by the Vendor. |
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| (C) | The<br>Vendor has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Vendor, the Sale Shares, on the terms<br>and subject to the conditions set out in this Agreement. |
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IT IS AGREED as follows:
| 1. | INTERPRETATION | |
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| 1.1 | In<br>this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings: | |
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| “Applicable<br>Laws” | means,<br>in relation to any person, any laws, rules, regulations, guidelines, directives, judgments, decrees, order, notices, rulings or decisions<br>of any governmental or regulatory authority or stock exchange put in place by any Relevant Authority by which that person is bound; | |
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| “Board” | means<br>the board of directors of the Company; | |
| “Business<br>Day” | means<br>a day on which banks are generally open for business in Hong Kong (excluding Saturdays, Sundays and public holidays); | |
| “Company” | has<br>the meaning given in Recital (A); | |
| “Completion” | means<br>completion of the Transaction under this Agreement; | |
| “Completion<br>Date” | has<br>the meaning given in Clause 4.1; | |
| “Conditions<br>Precedent” | means<br>the conditions set out in Clause 3.1; | |
| “Consideration” | has<br>the meaning given in Clause 2.2; | |
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| “Director” | means<br>a director of the Company and “Directors” shall be construed accordingly; | |
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| “Encumbrance” | means<br>any claim, charge, mortgage, security, lien, pledge, option, equity, power of sale, hypothecation or other third party rights, retention<br>of title, right of pre-emption, right of first refusal or security interest of any kind, and “Encumber” shall<br>be construed accordingly; | |
| “Group” | means<br>the Company and its subsidiaries, and “members of the Group” shall be construed accordingly; | |
| “Hong<br>Kong” | means<br>the Hong Kong Special Administrative Region of the PRC; | |
| “Long<br>Stop Date” | has<br>the meaning given in Clause 3.6; | |
| “Purchaser’s<br>Warranties” | means<br>the representations and warranties given by the Purchaser and set out in Schedule 4 and “Purchaser’s Warranty”<br>means any one of them; | |
| “Relevant<br>Authority” | means<br>any government, governmental, quasi-governmental, statutory or regulatory authority, body, agency, tribunal, court or institution; | |
| “Sale<br>Shares” | has<br>the meaning given in Clause 2.1; | |
| “Share(s)” | means<br>the ordinary share(s) in the share capital of the Company; | |
| “Stock<br>Exchange” | means<br>The Stock Exchange of Nasdaq; | |
| “Transaction” | means<br>the sale and purchase of the Sale Shares contemplated under this Agreement; | |
| “US$” | United<br>States of America dollars, the lawful currency of the United States of America; | |
| “Vendor’s<br>Warranties” | means<br>the representations and warranties given by the Vendor and set out in Schedule 3 and “Vendor’s Warranty”<br>means any one of them; and | |
| “Warranties” | means<br>the Purchaser’s Warranties and the Vendor’s Warranties. | |
| 1.2 | In<br>this Agreement, unless the context otherwise requires: | |
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| (a) | the<br>expressions “holding company”, “subsidiary”, “parent undertaking” and “subsidiary<br>undertaking” have the same meanings as their respective definitions in the Companies Ordinance (Cap. 622 of the Laws of<br>Hong Kong); | |
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| (b) | any<br>reference to a “person” includes a reference to any individual, firm, company, corporation, body or other body<br>corporate, government, state or agency of a state or any joint venture, association or partnership, works council or employee representative<br>body (whether or not having separate legal personality); | |
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| (c) | references<br>to a “Party” include the successors or permitted assigns of that Party; | |
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| (d) | references<br>to “Clauses”, “Recitals” and “Schedules” are to clauses of, and recitals<br>and schedules to, this Agreement; | |
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| (e) | references<br>to one gender include all genders and references to the singular include the plural and vice versa; | |
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| (f) | any<br>phrase introduced by the terms “including”, “include”, “in particular” or<br>any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and | |
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| (g) | any<br>reference to an enactment or statutory provision is a reference to it as it may have been, or may from time to time be, amended,<br>modified, consolidated or re-enacted so far as such amendment, modification, consolidation or re-enactment applies or is capable<br>of applying to any transaction entered into in accordance with this Agreement prior to Completion, except to the extent that any<br>enactment or statutory provision made or enacted after the date of this Agreement would create or increase a liability of the Vendor<br>or the Purchaser under this Agreement. | |
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| 1.3 | The<br>headings in this Agreement do not affect its interpretation. | |
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| 1.4 | The<br>Recitals and Schedules are and form part of this Agreement as if they were included in the body of this Agreement. | |
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| 2. | SALE<br>AND PURCHASE OF THE SALE SHARES | |
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| 2.1 | Subject<br>to the Conditions Precedent being fulfilled or, where applicable, waived, the Vendor shall sell and the Purchaser shall purchase<br>a total number of one (1) Share (the “Sale Shares”) free from all Encumbrances and together with all rights and<br>benefits now and hereafter attaching thereto including the right to all dividends and distributions declared, made or paid, or agreed<br>to be made or paid thereon or in respect thereof after Completion. | |
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| 2.2 | The<br>aggregate consideration for the sale and purchase of Sale Shares shall be US$1.00 (the “Consideration”). | |
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| 2.3 | The<br>Purchaser shall pay the Consideration to the Vendor in cash in US$ by wire transfer to the bank account set forth below, by cheque<br>payable in favour of the Vendor or by cash. | |
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Beneficiary Bank: The Hongkong and Shanghai Banking Corporation Limited
Beneficiary Name: Nature Flooring (Europe) Company Limited
Swift Code: MRMDUS33
Bank Address: Head Office 1 Queen’s Road Central Hong Kong
Account Number: 848-199048-838
| 3. | CONDITIONS<br>PRECEDENT | |
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| 3.1 | Completion<br>of the Transaction shall be conditional upon the fulfilment or waiver by the relevant Party at its sole discretion pursuant to Clause<br>3.4 (in the case of the Purchaser) or Clause 3.5 (in the case of the Vendor) of the following: | |
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| (a) | all<br>approvals, consents, permits and authorisations which are necessary or appropriate for implementing and effecting the Transaction<br>having been obtained and remaining in full force and effect; | |
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| (b) | all<br>Vendor’s Warranties remaining true and accurate in all material respects and not misleading in any respect as of Completion;<br>and | |
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| (c) | all<br>Purchaser’s Warranties remaining true and accurate in all material respects and not misleading in any respect as of Completion. | |
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| 3.2 | The<br>Vendor shall use its best endeavours to procure the satisfaction of the Conditions Precedent set out in Clauses 3.1(a) and (b) as<br>soon as possible after the date of this Agreement. | |
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| 3.3 | The<br>Purchaser shall use her best endeavours to procure the satisfaction of the Condition Precedent set out in Clause 3.1(c) as soon as<br>possible after the date of this Agreement. | |
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| 3.4 | The<br>Purchaser may at any time waive in whole or in part and conditionally or unconditionally the Condition Precedent set out in Clause<br>3.1(c) by notice in writing to the Vendor. | |
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| 3.5 | The<br>Vendor may at any time waive in whole or in part and conditionally or unconditionally the Condition Precedent set out in Clause 3.1(b)<br>by notice in writing to the Purchaser. | |
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| 3.6 | If<br>any of the Conditions Precedent has not been fulfilled or, where applicable, waived on or before 11:59 p.m. (Hong Kong time) on 31<br>August 2026 (the “Long Stop Date”), either Party shall be entitled (in addition to and without prejudice to all<br>other rights or remedies available to it including the right to claim damages) to terminate this Agreement by notice in writing to<br>the other Party. Unless otherwise provided in this Agreement, no Party shall have any claim against the other Party under this Agreement<br>save for antecedent breaches. | |
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| 4. | COMPLETION | |
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| 4.1 | Subject<br>to the Conditions Precedent being fulfilled or, where applicable, waived, Completion shall take place on the date on which the last<br>Condition Precedent is fulfilled or, where applicable, waived (or such later date as the Parties may agree) (the “Completion<br>Date”), at Suite 2701-08, 27/F., Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong (or such other place as the Parties<br>may agree) when all (but not part only) of the businesses set out in Clauses 4.2 and 4.3 shall be transacted. | |
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| 4.2 | At<br>Completion: | |
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| (a) | the<br>Purchaser shall pay the Consideration to the Vendor in the manner sets out in Clause 2.3 | |
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| (b) | the<br>Purchaser shall deliver to the Vendor an instrument of transfer and sold note in respect of the Sale Shares duly executed by the<br>Purchaser; | |
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| (c) | the<br>Vendor shall transfer the Sale Shares to the Purchaser and for this purpose shall: | |
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| (i) | execute<br>the instrument of transfer and bought note in respect of the Sale Shares and arrange and procure the payment of the stamp duty or<br>other tax (if any) as necessary for the transactions contemplated under this Agreement in accordance with this Agreement and the<br>relevant legal requirements; | |
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| (ii) | deliver,<br>or procure the delivery of, to the Purchaser the share certificate in the name of the Purchaser in respect of the Sale Shares; | |
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| (iii) | deliver,<br>or procure the delivery of, to the Purchaser in respect of each member of the Group, all statutory and corporate books, records and<br>registers, certificates of incorporation, business registration certificates, company chops, common seals, certified copies of the<br>memorandum and articles of association or other constitutional documents, all unissued share certificates, cheque books, bank statements,<br>accounting and other books and financial records, business licenses, current contracts and all original leases; | |
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| (iv) | procure<br>the passing of resolutions of the Board at Completion approving the transfer of the Sale Shares to the Purchaser and registering<br>such transfer subject to the instrument of transfer being duly presented for registration; and | |
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| (v) | procure<br>the Company to register the Purchaser as member of the Company in respect of the Sale Shares. | |
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| 4.3 | For<br>the purpose of Clause 4.2(a) and Clause 4.2(b)(i), the Purchaser authorises the Vendor to pay, on the Purchaser’s behalf, the<br>Purchaser’s stamp duty in respect of the transactions contemplated under this Agreement, and the Purchaser shall reimburse<br>the amount of such stamp duty to the Vendor within 7 business days after the relevant documents being stamped. | |
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| 4.4 | Any<br>provision of this Agreement and any other documents referred to in it which is capable of being performed after but which has not<br>been performed at or before Completion and all Warranties, indemnities, covenants and other undertakings and obligations contained<br>in or entered into pursuant to this Agreement shall remain in full force and effect notwithstanding Completion. | |
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| 5. | REPRESENTATIONS<br>AND WARRANTIES | |
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| 5.1 | The<br>Vendor represents and warrants to the Purchaser that each Vendor’s Warranty is at the date of this Agreement and will at Completion<br>be true, accurate and not misleading. The Vendor acknowledges that the Purchaser has entered into this Agreement in reliance upon<br>the Vendor’s Warranties and that the Purchaser has been induced to enter into this Agreement by each of the Vendor’s<br>Warranties. | |
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| 5.2 | The<br>Purchaser represents and warrants to the Vendor that each Purchaser’s Warranty is at the date of this Agreement and will at<br>Completion be true, accurate and not misleading. The Purchaser acknowledges that the Vendor has entered into this Agreement in reliance<br>upon the Purchaser’s Warranties and that the Vendor has been induced to enter into this Agreement by each of the Purchaser’s<br>Warranties. | |
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| 5.3 | Each<br>Purchaser’s Warranty and Vendor’s Warranty is separate and independent and, except as expressly provided to the contrary<br>in this Agreement, is not limited by reference to any other Purchaser’s Warranty or Vendor’s Warranty or by any other<br>provision of this Agreement. | |
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| 5.4 | The<br>Vendor shall promptly (and in any event before Completion) give notice to the Purchaser of any matter or circumstance: | |
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| (a) | which<br>becomes known to it after the date of this Agreement and before Completion; or | |
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| (b) | arising<br>after the date of this Agreement and before Completion, which<br>results or is likely to result in any Vendor’s Warranty being untrue, inaccurate or misleading as at the date of this Agreement<br>or as at Completion. | |
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| 5.5 | The<br>Purchaser shall promptly (and in any event before Completion) give notice to the Vendor of any matter or circumstance: | |
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| (a) | which<br>becomes known to it after the date of this Agreement and before Completion; or | |
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| (b) | arising<br>after the date of this Agreement and before Completion, which<br>results or is likely to result in any Purchaser’s Warranty being untrue, inaccurate or misleading as at the date of this Agreement<br>or as at Completion. | |
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| 5.6 | The<br>aggregate liability of the Vendor in respect of all claim under this Agreement, including but not limited to any breach of any Vendor’s<br>Warranty, shall not exceed an amount equal to the consideration for the sale and purchase of the Sale Shares referred to in Clause<br>2.2. | |
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| 6. | TERMINATION | |
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| 6.1 | If<br>the Vendor fails to comply with any obligation set out in Clause 4, the Purchaser shall be entitled (in addition to and without prejudice<br>to all other rights or remedies available to it including the right to claim damages) to terminate this Agreement by notice in writing<br>to the Vendor without liability on the part of the Purchaser. All obligations of the Purchaser under this Agreement shall end except<br>for those expressly stated to continue without limit in time but (for the avoidance of doubt) all rights and liabilities of the parties<br>which have accrued before termination shall continue to exist. | |
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| 6.2 | If<br>the Purchaser fails to comply with any obligation set out in Clause 4, the Vendor shall be entitled (in addition to and without prejudice<br>to all other rights or remedies available to it including the right to claim damages) to terminate this Agreement by notice in writing<br>to the Purchaser without liability on the part of the Vendor. All obligations of the Vendor under this Agreement shall end except<br>for those expressly stated to continue without limit in time but (for the avoidance of doubt) all rights and liabilities of the parties<br>which have accrued before termination shall continue to exist. | |
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| 6.3 | Upon<br>the exercise of any right of termination by the Parties, this Agreement shall be terminated other than the provisions of Clauses<br>7, 8, 11, 18 and 19 (both inclusive) which shall continue to apply in accordance with their terms. | |
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| 7. | CONFIDENTIALITY | |
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| 7.1 | Subject<br>to Clause 7.2, each of the Parties shall treat as strictly confidential and not disclose or use: | |
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| (a) | any<br>information received or obtained as a result of entering into this Agreement (or any agreement entered into pursuant to this Agreement)<br>which relates to: | |
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| (i) | the<br>provisions and existence of this Agreement and any agreement entered into pursuant to this Agreement; | |
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| (ii) | the<br>negotiations relating to this Agreement (and any such other agreements); or | |
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| (iii) | the<br>information relating to the subject matter of this Agreement; and | |
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| (b) | any<br>information disclosed by either Party to the other relating to this Agreement and the Transaction. | |
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| 7.2 | Clause<br>7.1 shall not prohibit disclosure or use of any information if and to the extent: | |
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| (a) | the<br>disclosure or use is required by Applicable Laws, the Stock Exchange, or any Relevant Authority with jurisdiction over the Party<br>making the disclosure, in which case the disclosing Party shall consult the other Party prior to such disclosure or use to the extent<br>practicable and not prohibited by any Applicable Laws; | |
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| (b) | the<br>disclosure or use is required to vest the full benefit of this Agreement in a Party; | |
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| (c) | the<br>disclosure is made to auditors or professional advisers (engaged for the purpose of the transaction contemplated under this Agreement)<br>of any Party on terms that such auditors or professional advisers will keep such information confidential; | |
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| (d) | the<br>information is or becomes publicly available (other than by breach of this Agreement); | |
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| (e) | the<br>other Parties have given prior written approval for the disclosure or use; or | |
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| (f) | the<br>information is independently developed after Completion. | |
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| 8. | ENTIRE<br>AGREEMENT | |
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| 8.1 | This<br>Agreement constitutes the entire agreement and understanding between the Parties in connection with the Transaction. This Agreement<br>supersedes all prior agreements or understandings between the Parties in connection with the subject matter of this Agreement, which<br>shall cease to have any further force or effect. No Party has entered into this Agreement in reliance upon any representation, warranty<br>or undertaking which is not set out or referred to in this Agreement. | |
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| 9. | VARIATION | |
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| 9.1 | No<br>variation of this Agreement shall be valid unless in writing and signed by or on behalf of each of the Parties. | |
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| 9.2 | No<br>variation shall constitute a general waiver of any provision of this Agreement, nor shall it affect any rights, obligations or liabilities<br>under or pursuant to this Agreement which have already accrued up to the date of variation, and the rights and obligations of the<br>Parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so<br>varied. | |
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| 10. | ASSIGNMENT | |
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No Party shall be entitled to assign any part of its rights or obligations under this Agreement without the prior written approval of the other Parties.
| 11. | COSTS<br>AND STAMP DUTY |
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| 11.1 | Each<br>Party shall bear its own costs and transfer duty incurred in connection with the negotiation, preparation, execution, carrying into<br>effect and completion of this Agreement. |
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| 11.2 | All<br>stamp duty (if any) payable in respect of the sale and purchase of the Sale Shares contemplated under this Agreement shall be borne<br>by the Purchaser and the Vendor in equal share. |
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| 12. | COUNTERPARTS |
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This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, each of which is an original but all of which together constitute one and the same instrument. For the avoidance of doubt, this Agreement shall not be binding on any Party hereto unless and until it shall have been executed by or on behalf of all persons expressed to be Party hereto.
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| 13. | WAIVERS<br>AND REMEDIES |
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| 13.1 | No<br>failure, omission or delay by any Party in exercising any right or remedy provided by law under or pursuant to this Agreement shall<br>impair or affect such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent<br>time and no single or partial exercise of any such right, power or remedy provided by law or under this Agreement shall preclude<br>any other or further exercise of it or the exercise of any other right, power or remedy. |
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| 13.2 | The<br>rights and remedies of the Parties under or pursuant to this Agreement are cumulative, may be exercised as often as such Party considers<br>appropriate and are in addition to its rights and remedies under general law. |
| --- | --- |
| 13.3 | All<br>the provisions of this Agreement shall remain in full force and effect notwithstanding Completion (except for obligations which have<br>been fully performed or waived by the Party with the benefit of the obligations before or at Completion and unless otherwise provided<br>in this Agreement). |
| --- | --- |
| 14. | SEVERABILITY |
| --- | --- |
If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable under the laws of any jurisdiction, that shall not affect or impair:
| (a) | the<br>legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or | |
|---|---|---|
| (b) | the<br>legality, validity or enforceability under the laws of any other jurisdiction of that or another provision of this Agreement. | |
| --- | --- | --- |
| 15. | TIME<br>OF THE ESSENCE | |
| --- | --- |
Any time, date or period mentioned in this Agreement may be extended or substituted by mutual agreement between the Parties but as regards any time, date or period originally fixed or any date or period so extended or substituted as aforesaid, time shall be of the essence.
| 16. | NO<br>PARTNERSHIP |
|---|
Nothing contained or implied in this Agreement shall constitute or be deemed to constitute a partnership, joint venture or agency between the Parties nor the appointment of one Party as agent for another and no Party shall have any authority to bind or commit the other Parties.
| 17. | FURTHER<br>ASSURANCE |
|---|
Each Party agrees to at its own cost perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as the other Parties may reasonably require, whether on or after Completion, to implement and/or give effect to this Agreement and the transactions contemplated by it and for the purpose of vesting in the other Parties the full benefit of the rights conferred on the other Parties under this Agreement.
| 8 | ||
|---|---|---|
| 18. | NOTICES | |
| --- | --- | |
| 18.1 | Any<br>notice or other communication to be given by one Party to the other Parties under, or in connection with, this Agreement shall be<br>in writing and signed by or on behalf of the Party giving it. It shall be delivered by hand, be served by fax to the number set out<br>in Clause 18.2, or be sent by pre-paid recorded delivery or registered post, to the address set out in Clause 18.2 and in each case<br>marked for the attention of the relevant Party set out in Clause 18.2 (or as otherwise notified from time to time in accordance with<br>the provisions of this Clause 18). Any notice so served by hand, fax or post shall be deemed to have been duly given: | |
| --- | --- | |
| (a) | in<br>the case of delivery by hand, when delivered; | |
| --- | --- | --- |
| (b) | in<br>the case of fax, upon confirmation of transmission; | |
| --- | --- | --- |
| (c) | in<br>the case of prepaid recorded delivery or registered post, at 10 a.m. on the third Business Day following the date of posting, | |
| --- | --- | --- |
provided that in each case where delivery by hand or fax occurs after 6 p.m. on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9:30 a.m. on the next Business Day.
References to time in this Clause 18.1 are to the time in the location of the addressee.
| 18.2 | The<br>addresses and email of the Parties for the purpose of Clause 18.1 are as follows: | |
|---|---|---|
| (a) | the<br>Vendor: | |
| --- | --- | --- |
| Address: | Suite<br>2701-08, 27/F., Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong | |
| --- | --- | --- |
| Email: | [email protected] | |
| For<br>the attention of: | Ms.<br>Liying Wang | |
| (b) | the<br>Purchaser: | |
| --- | --- | --- |
| Address: | 24<br>Junho Avenida. 24 Junho FL. 10 B The Paragon, Macau | |
| --- | --- | --- |
| For<br>the attention of: | Mrs. Un Son I | |
| 18.3 | A<br>Party may notify the other Parties of a change to its name, relevant addressee, address or fax number for the purposes of this Clause<br>18, provided that, such notice shall only be effective on: | |
| --- | --- | |
| (a) | the<br>date specified in the notice as the date on which the change is to take place; or | |
| --- | --- | --- |
| (b) | if<br>no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date that<br>is five Business Days after the date on which notice of any change is given. | |
| --- | --- | --- |
| 19. | GOVERNING<br>LAW AND SUBMISSION TO JURISDICTION | |
| --- | --- | |
| 19.1 | This<br>Agreement (including the arbitration agreement contained in Clause 19.2) shall be governed by and construed in accordance with Hong<br>Kong law. | |
| --- | --- | |
| 19.2 | Any<br>dispute arising out of or in connection with this Agreement including any question regarding its existence, validity or termination,<br>shall be finally resolved by arbitration in accordance with the Hong Kong International Arbitration Centre Administered Arbitration<br>Rules in force as of the date of this Agreement (the “Rules”), which Rules are deemed to be incorporated by reference<br>into this Clause 19.2. The number of arbitrators shall be three. The appointing authority shall be the Hong Kong International Arbitration<br>Centre (“HKIAC”). The arbitration shall be conducted in English. The place of arbitration shall be in Hong Kong.<br>The governing law of the arbitration proceedings shall be the laws of Hong Kong. The rights and obligations of the parties to submit<br>disputes to arbitration pursuant to this Clause 19.2 shall survive the termination of this Agreement and the matters and arrangements<br>referred to or contemplated in this Agreement. | |
| --- | --- | |
| 9 | ||
| --- |
AS WITNESS this Agreement has been signed on behalf of the Parties on the day and year first before written.
| The<br>Vendor | |
|---|---|
| SIGNED<br>by | ) |
| for<br>and on behalf of | ) |
| NATURE<br>FLOORING (EUROPE) COMPANY LIMITED | ) |
| )_____________________________________________ | |
| 10 | |
| --- | |
| The<br>Purchaser | |
| --- | --- |
| SIGNED<br>by | ) |
| UN<br>SON I | ) |
| ) | |
| )____________________________________________ | |
| 11 | |
| --- |
Schedule 1
PARTICULARS OF THE Company
| Company<br>Number: | 1828262 |
|---|---|
| Place<br>of Incorporation: | Hong<br>Kong |
| Date<br>of Incorporation: | 20<br>November 2012 |
| Registered<br>Office: | Suite<br>2701-08, 27/F., Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong |
| Director: | Se<br>Ka Ian |
| Number<br>of Issued Share: | One<br>(1) Share |
| Registered<br>Shareholder and Share Held: | Nature<br>Flooring (Europe) Company Limited (one Share) |
| 12 | |
| --- |
Schedule 2
STRUCTURE OF THE GROUP
| 13 |
|---|
SCHEDULE 3
Vendor’s WARRANTIES
| 1. | The<br>Company and the Group | |
|---|---|---|
| 1.1 | The<br>Company is duly incorporated, validly existing and in good standing under the laws of the Hong Kong. The details of the Company set<br>out in Schedule 1 are accurate and correct. | |
| --- | --- | |
| 1.2 | The<br>structure of the Group upon Completion is set out in Schedule 2. Other than the subsidiaries as shown in Schedule 2, the Company<br>does not have other subsidiaries or holds interests in other companies or entities upon Completion. Each of the subsidiaries of the<br>Company as shown in Schedule 2 is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of<br>incorporation. | |
| --- | --- | |
| 2. | The Sale Shares | |
| --- | --- | |
| 2.1 | The<br>Sale Shares have been validly allotted and issued and are fully paid or credited as fully paid. | |
| --- | --- | |
| 2.2 | The<br>Sale Shares comprise the entire issued share capital of the Company. | |
| --- | --- | |
| 2.3 | The<br>Vendor is the sole legal and beneficial owner of the Sale Shares free and clear from all Encumbrances and any other third party rights<br>whatsoever. | |
| --- | --- | |
| 2.4 | The<br>Vendor is entitled to sell and transfer the full legal and beneficial ownership of the Sale Shares to the Purchaser free and clear<br>from all Encumbrances on the terms set out in this Agreement and with all rights attaching thereto (including the right to all dividends<br>and other distribution, if any, declared, made or paid after the date of Completion). | |
| --- | --- | |
| 3. | Capacity<br>of the Vendor and Relevant Authorisation | |
| --- | --- | |
| 3.1 | The<br>Vendor is duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands. | |
| --- | --- | |
| 3.2 | The<br>Vendor: | |
| --- | --- | |
| (a) | has<br>the requisite power and authority to enter into, and to perform its obligations under this Agreement and any other documents to be<br>executed by it pursuant to or in connection with the Transaction; and | |
| --- | --- | --- |
| (b) | has<br>obtained or satisfied all corporate, regulatory and other approvals, necessary to execute and perform its obligations under this<br>Agreement. | |
| --- | --- | --- |
| 3.3 | This<br>Agreement constitutes legal, valid and binding agreements of the Vendor and is enforceable against the Vendor in accordance with<br>its terms. | |
| --- | --- | |
| 4. | Consummation<br>of the Transaction | |
| --- | --- |
The execution, delivery and performance by the Vendor of this Agreement requires no consent from or other action by any Relevant Authority or any other third parties.
| 14 |
|---|
SCHEDULE 4
PURCHASER’S WARRANTIES
| 1.1 | The<br>Purchaser has the requisite right, power and authority to execute, deliver, and perform his obligations under this Agreement. |
|---|---|
| 1.2 | This<br>Agreement constitutes and will, when executed, constitute legal, valid and binding obligations on the Purchaser in accordance with<br>its terms. |
| --- | --- |
| 1.3 | The<br>execution, delivery and performance by the Purchaser of this Agreement requires no consent from or other action by any Relevant Authority<br>or any other third parties. |
| --- | --- |
| 15 | |
| --- |
Exhibit 99.1
CL WORKSHOP GROUP LIMITED AND ITS SUBSIDIARIES
UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS OF JULY 31, 2026
(In U.S. dollars)
| CL Workshop<br><br>Group<br><br>Limited and<br><br>Subsidiaries | Swift Top Capital Resources Limited and Subsidiaries<br><br>Disposal | Pro Forma<br><br>Consolidated | |||||||
|---|---|---|---|---|---|---|---|---|---|
| ASSETS | |||||||||
| Non-current assets | |||||||||
| Other Investment | - | 1,163 | - | ||||||
| Property, plant and equipment, net | 287,388 | 2,403 | 284,973 | ||||||
| Right-of-use assets, net | 101,467 | 61,752 | 39,715 | ||||||
| Total non-current assets | 388,855 | 65,318 | 324,688 | ||||||
| Current assets | |||||||||
| Inventories | 457,542 | 115,110 | 342,432 | ||||||
| Prepayments | 1,101,632 | 697,849 | 403,783 | ||||||
| Trade and other receivables, net | 4,138,924 | 1,704,678 | 2,360,960 | ||||||
| Amounts due from the Group | - | 49,096 | - | ||||||
| Prepaid income tax | 73,404 | - | 73,404 | ||||||
| Restricted bank deposits | 18,458 | - | 18,458 | ||||||
| Cash and bank balances | 2,238,204 | 55,642 | 2,182,562 | ||||||
| Total current assets | 8,028,164 | 2,622,375 | 5,381,599 | ||||||
| Total assets | 8,417,019 | 2,687,693 | 5,706,287 | ||||||
| LIABILITIES AND EQUITY | |||||||||
| Current liabilities | |||||||||
| Trade and other payables | 3,521,857 | 169,294 | 3,352,563 | ||||||
| Contract liabilities | 56,514 | 14,729 | 41,785 | ||||||
| Bank borrowings | 3,311,434 | 2,538,972 | 772,462 | ||||||
| Other borrowings | 474,077 | 474,077 | - | ||||||
| Amounts due to an ultimate beneficial shareholder | 484,261 | - | 484,261 | ||||||
| Lease liabilities | 51,430 | 30,197 | 21,233 | ||||||
| Income Tax Payable | 8,426 | - | 8,426 | ||||||
| Amount due to the other group | - | - | 49,096 | ||||||
| Total current liabilities | 7,907,999 | 3,227,269 | 4,729,826 | ||||||
| Net current assets | 120,165 | (604,894 | ) | 651,773 | |||||
| Non-current liabilities | |||||||||
| Other borrowings | 77,132 | - | 77,132 | ||||||
| Lease liabilities | 56,745 | 37,889 | 18,856 | ||||||
| Total non-current liabilities | 133,877 | 37,889 | 95,988 | ||||||
| Total liabilities | 8,041,876 | 3,265,158 | 4,825,814 | ||||||
| Capital and reserves | |||||||||
| Share capital | 132,425 | - | 132,425 | ||||||
| Capital reserves | 30,053,810 | - | 30,053,810 | ||||||
| Accumulated comprehensive losses | (29,810,078 | ) | (577,465 | ) | (29,304,748 | ) | |||
| Equity attributable to owners of the Company | 376,157 | (577,465 | ) | 881,487 | |||||
| Non-controlling interest | (1,014 | ) | - | (1,014 | ) | ||||
| Total equity | 375,143 | (577,465 | ) | 880,473 | |||||
| Total liabilities and equity | 375,143 | (577,465 | ) | 880,473 |
CL WORKSHOP GROUP LIMITED AND ITS SUBSIDIARIES
UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2025
(In U.S. dollars)
| CL Workshop<br><br>Group<br><br>Limited and<br><br>Subsidiaries | Removal of Swift Top Capital Resources Limited Disposal Group^(a)^ | Note | Pro Forma<br><br>Adjustments | Pro Forma<br><br>Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 14,584,171 | (7,444,804 | ) | (b) | 567,709 | 7,707,076 | ||||||
| Cost of revenue | (13,183,875 | ) | 6,467,610 | - | (6,716,265 | ) | ||||||
| Gross profit | 1,400,296 | (977,194 | ) | 567,709 | 990,811 | |||||||
| Net foreign exchange losses | (28,858 | ) | 175,158 | - | 146,300 | |||||||
| Other income, net | 67,792 | (962,849 | ) | (b) | 962,418 | 67,361 | ||||||
| Impairment loss (recognized on) reversal of financial asset and prepayment | (3,003,244 | ) | - | - | (3,003,244 | ) | ||||||
| Selling and distribution expenses | (884,579 | ) | 492,305 | - | (392,274 | ) | ||||||
| Administrative expenses | (3,416,160 | ) | 1,163,579 | - | (2,252,581 | ) | ||||||
| Finance income | 3,254 | (3,216 | ) | - | 38 | |||||||
| Finance costs | (503,286 | ) | 278,911 | - | (224,375 | ) | ||||||
| Loss before income tax | (6,364,785 | ) | 166,694 | 1,530,127 | (4,667,964 | ) | ||||||
| Income tax (expenses) credits | (51,950 | ) | 7,334 | - | (44,616 | ) | ||||||
| Loss for the year from continuing operations | (6,416,735 | ) | 174,028 | 1,530,127 | (4,712,580 | ) | ||||||
| Other comprehensive loss from continuing operations: | ||||||||||||
| Exchange difference arising from translation of foreign operations | 569,489 | (702,574 | ) | - | (133,085 | ) | ||||||
| Other comprehensive loss from continuing operations | 569,489 | (702,574 | ) | - | (133,085 | ) | ||||||
| Total comprehensive loss for the year from continuing operations | (5,847,246 | ) | (528,546 | ) | 1,530,127 | (4,845,665 | ) |
NOTE 1 –INTRODUCTION
On August 28, 2026, Nature Flooring (Europe) Company Limited (the “Vendor”) entered into a sale and purchase agreement (the “Disposal”) with Mrs. Un Son I (the “Purchaser”). Pursuant to the Disposal, the Purchaser agreed to purchase the entire issued share capital of Swift Top Capital Resources Limited (“ST”), a wholly owned subsidiary of the Company, for cash consideration of US$1.00 (the “Purchase Price”). Upon closing of the transaction contemplated by the Disposal, the Company and the Vendor will no longer have control over ST. We refer to the foregoing transactions contemplated by the sale and purchase agreement collectively as the “Transaction”.
Basis of Presentation
The unaudited pro forma consolidated financial statements were prepared in accordance with Article 11 of Regulation S-X, using the assumptions set forth to in the notes to the unaudited pro forma financial statements. The unaudited pro forma profit & loss statement and other comprehensive income for the year ended December 31, 2025 presented below are derived from the historical financial statements of the Company, adjusted to give effect to the Transaction. The unaudited pro forma financial statements should be read in conjunction with the accompanying notes and the respective history financial information from which it was derived, including:
| (1) | The<br>historical financial statements and the accompanying notes of the Company as of and for the year ended December 31, 2025, included<br>in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025 filed with the SEC on April 27, 2026. |
|---|
The unaudited pro forma consolidated statement of financial position as of July 31, 2026 gives effect to the Transaction as if it had occurred on July 31, 2026. The unaudited pro forma consolidated statement of profit or loss and other comprehensive income for the year ended December 31, 2025 gives effect to the Transaction as if occurred on January 1, 2025 and carried forward through the twelve months ended December 31, 2025.
The pro forma adjustments are preliminary and have been made solely for informational purposes. The unaudited pro forma consolidated financial statements are not intended to represent and does not purport to be indicative of what the combined financial condition or results of operations of the Company would have been had the Transaction been completed on the applicable dates. In addition, the pro forma financial statements do not purport to project the future financial condition and results of operations of the Company. In the opinion of management, all necessary adjustments to the unaudited pro forma consolidated financial statements have been made.
NOTE 2 – PRO FORMA RECLASSIFICATION AND ADJUSTMENTS
The historical consolidated financial statements have been adjusted in the unaudited pro forma consolidated financial statements, as detailed below, to give effect to pro forma events that are: (i) directly attributable to the Disposal, (ii) factually supportable, and (iii) with respect to the statements of operations, expected to have a continuing impact on the disposal results of Disposal. The unaudited pro forma consolidated financial statements do not reflect the non-recurring cost of any integration activities or benefits from the Disposal including potential synergies that may be generated in future periods.
The unaudited pro forma consolidated statement of profit and loss and other comprehensive income for the year ended December 31, 2025 reflects the following transaction accounting adjustments related to the Disposal:
| (a) | The<br>removal of the Swift Top Capital Resources Limited disposal group. The Company determined that the Disposal of the Swift Top Capital<br>Resources Limited did not meet the criteria to be reported as discontinued operations. |
|---|---|
| (b) | The<br>removal of intergroup transactions between the disposal group and remaining group. |
NOTE 3 – SUBSEQUENT EVENT – PRIVATE PLACEMENT
On August 7, 2026, subsequent to the period covered by this report, the Company consummated the private placement (the “Private Placement”), pursuant to which the Company sold, and the investors purchased, 12,300,000 units (the “Units”) at a purchase price of US$0.20 per Unit.
Each Unit consists of (i) one American Depositary Share (the “ADS”), representing eight Class A ordinary shares of the Company, par value US$0.001 per share (the “Class A Ordinary Shares”), and (ii) one warrant (the “Warrant”) to purchase three ADSs. The Warrants have an exercise price of US$0.25 per ADS, will become exercisable on the date that the resale registration statement is declared effective by the U.S. Securities and Exchange Commission and will expire one year thereafter.
The aggregate gross proceeds to the Company from the Private Placement were approximately US$2.46 million, before deducting any offering expenses payable by the Company and excluding any proceeds that may be received by the Company upon exercise of the Warrants. After deducting such offering expenses, the net proceeds to the Company from the Private Placement were approximately US$1.84 million, excluding any proceeds from the exercise of the Warrants. Assuming all Warrants are exercised for cash, the Company would receive additional gross proceeds of approximately US$9.23 million.