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 2023
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): ☐
FinancialStatements and Exhibits.
The following exhibits are being filed herewith:
EXHIBITINDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Nature Wood Group Limited Announces First Half 2023 Unaudited Financial Results |
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/ Hok Pan Se | |
| Name: | Hok Pan Se | |
| Date:<br> December 18, 2023 | Title: | Director |
Exhibit99.1
NatureWood Group Limited Announces First Half 2023 Unaudited Financial Results
MACAU,December 18, 2023 — Nature Wood Group Limited (the “Company”) (Nasdaq: NWGL), a global leading vertically-integratedforestry company headquartered in Macau that focuses on forest management, and manufacturing and trading of wood products and is developingcarbon sink business, today announced its unaudited financial results for the six months ended June 30, 2023.
The following discussion and analysis of the financial conditions and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this filing.
Overview:
| ● | Revenue was approximately $15.6 million for the six months ended June 30, 2023, representing<br> a decrease of approximately 49.6% from the same period in 2022. |
|---|---|
| ● | Loss for the period was approximately $1.0 million for the six months ended June 30, 2023,<br> representing a decrease of approximately $4.8 million from the $3.8 million<br> profit in the same period in 2022. |
SixMonths Financial Results Ended June 30, 2023
In light of global economic downturn following the COVID-19 pandemic, different industries have been adversely impacted worldwide, particularly those related to construction and home improvement. In the first half of 2023, global economic conditions have been further affected by the Russian-Ukrainian war resulting in the decrease in demand of the home building and home renovation products in Europe and China.
In the second half of the year, the pressure of the above conditions continues and the outbreak of the Israel-Palestine conflict further weakened the market conditions. The Company anticipates that its financial results for the second half of 2023 will be significantly affected by these unfavorable market conditions.
While the ongoing geopolitical tensions and market challenges continue to impact our business, the Company is actively implementing cost optimization strategies and exploring new markets, such as carbon credit sales, to navigate through these turbulent times and position ourselves for future growth.
**Revenue.**Revenue decreased by approximately 49.6% from approximately $31.0 million for the six months ended June 30, 2022 to approximately $15.6 million for the six months ended June 30, 2023. The decrease in revenue was mainly due to the global economic downturn that has significantly impacted the home building and home renovation sectors. Because of the unfavorable market conditions, overall gross profit margin has declined to 20.6% in the six months ended June 30, 2023.
Sellingand distribution expenses. Selling and distribution expenses decreased by approximately 30.4% from approximately $3.7 million for the six months ended June 30, 2022 to approximately $2.6 million for the six months ended June 30, 2023, which was primarily due to decrease in shipping costs by approximately $1.2 million resulting from decrease in revenue.
Administrativeexpenses. Administrative expenses decreased by approximately 9.5% from approximately $2.0 million for the six months ended June 30, 2022 to approximately $1.8 million for the six months ended June 30, 2023.
Otherincome, net. Other net income decreased by approximately 25.9% from approximately $1.1 million for the six months ended June 30, 2022 to approximately $0.8 million for the six months ended June 30, 2023, which was mainly due to decrease in VAT tax concessions.
Incometax credits/expenses. Income tax expenses decreased from approximately $0.4 million for the six months ended June 30, 2022 to income tax credits of approximately $4 thousand for the six months ended June 30, 2023, which was mainly due to decrease in taxable profits.
Profit/lossfor the period. Profit for the period decreased by approximately $4.8 million from approximately $3.8 million for the six months ended June 30, 2022 to loss for the period of approximately $1.0 million for the six months ended June 30, 2023, which was mainly due to the decrease in revenue resulting from the challenging global economic conditions that have particularly impacted the home building and home renovation sectors.
Basicand diluted EPS/LPS. Basic and diluted LPS were approximately $0.01 per share for the six months ended June 30, 2023, as compared to basic and diluted EPS $0.04 per share for the six months ended June 30, 2022, respectively.
Subsequentevents
InitialPublic Offering
On September 14, 2023, upon completion of the Initial Public Offering, the Company issued 835,868 American Depositary Shares (“ADS”) including over-allotment at a price to the public of US$9 per ADS, before deducting underwriting discounts and offering expenses. Each ADS represents eight ordinary shares of the Company. Gross proceeds of the Initial Public Offering including over-allotment was $7.5 million and net proceeds of the Initial Public Offering including over-allotment was $5.1 million, after deducting underwriting discounts and offering expenses.
A registration statement on Form F-1 (File No. 333-271425) related to the Offering has been filed with, and declared effective on September 11, 2023 by the SEC. The ADSs began trading on September 12, 2023 on the Nasdaq Capital Market under the symbol “NWGL”.
ConvertibleBonds
Subsequent to June 30, 2023 and IPO, upon the criteria for early conversion set out in the Convertible Bond Agreements were satisfied, all of the outstanding convertible bonds totaling $12,147,120 were converted into 20,475,377 ordinary shares of the Company.
The Group evaluated all events and transactions that occurred after June 30, 2023 up through December 18, 2023, which is the date that the condensed consolidated statement of financial position and the condensed consolidated statement of profit or loss and other comprehensive income are available for distribution. Other than the events disclosed above, no other subsequent events have occurred that would require recognition or disclosure in the Company’s condensed consolidated financial statements.
AboutNature Wood Group Limited
We are a global leading vertically-integrated forestry company headquartered in Macau that focuses on FSC business operations. Our operations cover both up-stream forest management and harvesting, and down-stream wood-processing and distribution. We offer a broad line of products, including logs, decking, flooring, sawn timber, recycled charcoal, synthesized charcoal, machine-made charcoal and essential oils, primarily through our sales network in Europe, South Asia, South America, North America and China. In addition, we intend to capture the significant growth in the carbon market through carbon asset development, carbon trading and other related business by taking the advantage of our own concession rights reserves and professional FSC forest management team.
SafeHarbor Statement
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC, which are available for review at www.sec.gov.
Investorand Media Contact
Tel: +853 2855 3594
Email: hwey@horizonconsultancy.co
NATUREWOOD GROUP LIMITED
UNAUDITEDCONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ASOF JUNE 30, 2023 AND DECEMBER 31, 2022
| June 30, 2023 | December 31, 2022 | |||
|---|---|---|---|---|
| (Unaudited) | (Audited) | |||
| ASSETS | ||||
| Non-current assets | ||||
| Property, plant and equipment, net | ||||
| Right-of-use assets, net | ||||
| Intangible assets, net | ||||
| Prepayments | ||||
| Total non-current assets | ||||
| Current assets | ||||
| Inventories | ||||
| Prepayments | ||||
| Trade and other receivables, net | ||||
| Prepaid income tax | ||||
| Restricted bank deposits | ||||
| Cash and bank balances | ||||
| Total current assets | ||||
| Total assets | ||||
| LIABILITIES AND EQUITY | ||||
| Current liabilities | ||||
| Trade and other payables | ) | ) | ||
| Contract liabilities | ) | ) | ||
| Bank borrowings | ) | ) | ||
| Amounts due to an ultimate beneficial shareholder | ) | ) | ||
| Lease liabilities | ) | ) | ||
| Convertible bonds | ) | ) | ||
| Income tax payable | ) | ) | ||
| Total current liabilities | ) | ) | ||
| Net current (liabilities) assets | ) | |||
| Non-current liabilities | ||||
| Bank borrowings | ) | ) | ||
| Amounts due to an ultimate beneficial shareholder | ) | ) | ||
| Lease liabilities | ) | ) | ||
| Total non-current liabilities | ) | ) | ||
| Total liabilities | ) | ) | ||
| Capital and reserves | ||||
| Share capital | ) | ) | ||
| Capital reserves | ) | ) | ||
| Accumulated comprehensive losses | ||||
| Total equity | ) | ) | ||
| Total liabilities and equity | ) | ) |
All values are in US Dollars.
NATUREWOOD GROUP LIMITED
UNAUDITEDCONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
FORTHE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
| 6 months ended June 30 | ||||
|---|---|---|---|---|
| 2023 | 2022 | |||
| (Unaudited) | (Unaudited) | |||
| Revenue | ||||
| Cost of revenue | ) | ) | ||
| Gross profit | ||||
| Net foreign exchange gains (losses) | ) | |||
| Other income, net | ||||
| Selling and distribution expenses | ) | ) | ||
| Administrative expenses | ) | ) | ||
| Finance income | ||||
| Finance costs | ) | ) | ||
| (Loss) profit before income tax | ) | |||
| Income tax credits (expenses) | ) | |||
| (Loss) profit for the period | ) | |||
| Other comprehensive income: | ||||
| Exchange difference arising from translation <br>of foreign operations | ||||
| Other comprehensive income | ||||
| Total comprehensive (loss) income for the period | ) | |||
| (LOSS) EARNINGS PER SHARE – BASIC AND DILUTED ^(1)^ | ) | |||
| (LOSS) EARNINGS PER ADS – BASIC AND DILUTED ^(1)^ | ) | |||
| Weighted<br> average number of ordinary shares used in computing basic and diluted (loss) earnings per share/ADS ^(1) (2)^ |
All values are in US Dollars.
Notes:
| (1) | Each<br> ADS represents eight ordinary shares. |
|---|---|
| (2) | Since<br> there is antidilutive effect on dilutive (loss) earnings per share, basic and dilutive (loss)<br> earnings per share should remain the same. |