6-K
CL Workshop Group Ltd (NWGL)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission File Number: 001-41796
NATUREWOOD GROUP LIMITED
(Registrant’sName)
Avenidada Amizade no. 1287
ChongFok Centro Comercial, 13 E
MacauS.A.R.
(Addressof 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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On December 16, 2025, at 10:00 a.m., local time, Nature Wood Group Limited (the “Company”) held an Annual General Meeting of Shareholders at 45th Floor, West Tower, Xinghe Twin Towers, No. 8 Yaxing Road, Bantian Sub-district, Longgang District, Shenzhen City, China to vote on the following proposals which were approved by the majority of the shareholders:
| 1. | Change<br> of Company Name |
|---|---|
| (a) | the<br> Company’s name be changed from “Nature Wood Group Limited” to “CL<br> Workshop Group Limited” and the Company’s foreign name be changed from “大自然林業集團有限公司”<br> to “刺梨工坊公司” (the “Change of<br> Company Name”), |
| --- | --- |
| (b) | the<br> registered agent of the Company be and is hereby authorized and instructed to file with the<br> Registry of Corporate Affairs in the British Virgin Islands (the “BVI Registry”)<br> an application to effect and certificate the Change of Company Name, |
| (c) | subject<br> to the Change of Company Name being certificated by the BVI Registry, and, as a consequence<br> of such change: |
Clause 1 of the Amended and Restated Memorandum of Association be deleted in its entirety and replaced by the following:
“1. Name
The name of the Company is CL Workshop Group Limited.
The company has a foreign character in addition to its name which is (刺梨工坊公司).
In the event of any inconsistency, the name of the Company in English shall prevail.”; and
| (d) | the<br> depositary or registered agent of the Company be and hereby is authorized to updated the<br> shareholder list of the Company as may be necessary to reflect the Change of Company Name. | ||
|---|---|---|---|
| 2. | Share<br> Reorganization | ||
| --- | --- | ||
| (a) | the<br> maximum number of shares the Company is authorized to issue be increased, redesignated and<br> reclassified from 200,000,000 shares of a single class each with a par value of US$0.001<br> (the “Ordinary Shares”) to 8,000,000,000 shares each with a par value<br> of US$0.001 divided into (i) 7,520,000,000 Class A ordinary shares with a par value of US$0.001<br> each (the “Class A Ordinary Shares”); and (ii) 480,000,000 Class B ordinary<br> shares with a par value of US$0.001 each (the “Class B Ordinary Shares”)<br> (the “Share Reorganization”); | ||
| --- | --- | ||
| (b) | pursuant<br> to the Share Reorganization, | ||
| a. | the<br> currently issued 132,425,321 Ordinary Shares be and are re-designated and re-classified into<br> (i) 92,932,850 Class B Ordinary Shares with 50 votes per share at a general meeting of the<br> Company or on any shareholders’ resolutions and the other rights attached to it as<br> set out in the Second Amended and Restated Memorandum and Articles of Association (as defined<br> below) on a one for one basis and (ii) 39,492,471 Class A Ordinary Shares with 1 vote per<br> share at a general meeting of the Company or on any shareholders’ resolutions and the<br> other rights attached to it as set out in the Second Amended and Restated Memorandum and<br> Articles of Association , on a one for one basis, as follows: | ||
| --- | --- | ||
| Name of Shareholder | Number of existing <br>ordinary shares held | Number and class of shares to<br><br> <br>be held after the re-designation and<br><br> <br>re-classification of<br> shares of<br><br> <br>the Company | |
| --- | --- | --- | --- |
| TUTU Business Services Limited | 92,932,850 | 92,932,850 Class B Ordinary Shares | |
| All other shareholders | 39,492,471 | 39,492,471 Class A Ordinary Shares | |
| Total | 132,425,321 | ||
| b. | the<br> remaining authorized but unissued 7,867,574,679 Ordinary Shares be and are re-designated<br> and re-classified into (i) 7,480,507,529 Class A Ordinary Shares on a one for one basis and<br> (ii) 387,067,150 Class B Ordinary Shares on a one for one basis; | ||
| --- | --- | ||
| (c) | as<br> a consequence of the Share Reorganization, Clause 5 of the Amended and Restated Memorandum<br> of Association be deleted in its entirety and replaced by the following: | ||
| --- | --- |
“5. Number and classes of Shares
5.1 The Company is authorized to issue a maximum of 8,000,000,000 ordinary shares each with a par value of US$0.001, divided into:
(a) 7,520,000,000 Class A ordinary shares with par value of US$0.001 (Class A Ordinary Shares); and
(b) 480,000,000 Class B ordinary shares with par value of US$0.001 (Class B Ordinary Shares).
5.2 The Company may at the discretion of the Board of Directors, but shall not otherwise be obliged to, issue fractional Shares or round up or down fractional holdings of Shares to its nearest whole number and a fractional Share shall have the corresponding fractional rights, obligations and liabilities of a whole Share of the same class or series of Shares.”; and
| (d) | the<br> registered agent of the Company be and is hereby authorized and instructed to file the necessary<br> notice of amendment together with a copy (or any necessary extract) of these resolutions,<br> with the BVI Registry, and make any further relevant filings with the BVI Registry as may<br> be required to effect the Share Reorganization; and |
|---|---|
| (e) | the<br> depositary or registered agent of the Company be and hereby is authorized to updated the<br> shareholder lists of the Company as may be necessary to reflect the Share Reorganization. |
| 3. | Adoption<br> of Second Amended and Restated Memorandum and Articles of Association |
| --- | --- |
| (a) | the<br> second amended and restated memorandum and articles of association of the Company (the “Second<br> Amended and Restated Memorandum and Articles of Association”) be adopted in substitution<br> for and to the exclusion of the existing amended and restated memorandum and articles of<br> association of the Company in its entirety, and |
| --- | --- |
| (b) | the<br> registered agent of the Company be and is hereby authorized and instructed to file the necessary<br> notice of amendment and the Second Amended and Restated Memorandum and Articles of Association<br> together with a copy (or any necessary extract) of these resolutions, with the BVI Registry,<br> and make any further relevant filings with the BVI Registry as may be required to effect<br> the Second Amended and Restated Memorandum and Articles of Association. |
The Change of Company Name and the Share Reorganization are anticipated to take effect on December 29, 2025.
A press release dated December 16, 2025 announcing the results of the Annual General Meeting of Shareholders is furnished as Exhibit 99.1 to this Form 6-K.
EXHIBITS
| Exhibit No. | Description |
|---|---|
| 99.1 | Press<br> Release dated December 16, 2025, announcing results of the Annual General Meeting of Shareholders |
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.
| Nature Wood Group Limited | |
|---|---|
| By: | /s/ Liying WANG |
| Name: | Liying WANG |
| Title: | Director and Chief Executive Officer |
Date: December 16, 2025
Exhibit99.1
NatureWood Group Limited Announces Results of 2025 Annual General Meeting of Shareholders
Macau,December 16, 2025 (PRNewswire) — Nature Wood Group Limited (Nasdaq: NWGL) (the “Company”), a global leading vertically-integrated forestry company headquartered in Macau, today announced that it held its Annual General Meeting of Shareholders (the “2025 AGM”) on December 16, 2025. Each of the proposals submitted to the shareholders for approval at the 2025 AGM has been approved..
The shareholders of the Company passed and approved the following proposals:
| Proposal<br> No. 1: | The<br> Company’s name be changed from “Nature Wood Group Limited” to “CL Workshop Group Limited” and the Company’s<br> foreign name be changed from “大自然林業集團有限公司”<br> to “刺梨工坊公司”. |
|---|---|
| Proposal<br> No. 2: | Share<br> Reorganisation: The shares of the Company be<br> redesignated and reclassified from ordinary shares of a single class to Class A ordinary shares and Class B ordinary shares. |
| Proposal<br> No. 3: | The<br> second amended and restated memorandum and articles of association of the Company be adopted. |
For the full text of the above proposals passed and approved at the 2025 AGM, refer to the Form 6-K furnished to the SEC on December 16, 2025.
AboutNature Wood Group Limited
Nature Wood Group Limited is a global leading vertically-integrated forestry company that focuses on timber and wood products industry. The Company’s operations cover both up-stream forest management and down-stream wood-processing and distribution. Nature Wood offers a broad line of products, including logs, decking, flooring, sawn timber, primarily through its sales network in Europe, South Asia, South America, North America and China. The Company is one of the largest exporters of wood products in Peru. For more information, please visit: www.nature-wood.com.
Forinvestor and media inquiries, please contact:
Name: Wang Hong
Title:CFO
Email: [email protected]