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 November 2024
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 2024 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<br> Wood Group Limited | ||
|---|---|---|
| By: | /s/ Hok Pan Se | |
| Name: | Hok<br> Pan Se | |
| Date:<br> November 29, 2024 | Title: | Director |
Exhibit99.1
NatureWood Group Limited Announces First Half 2024 Unaudited Financial Results
MACAU,November 28, 2024 — 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, 2024.
The following discussion and analysis of the financial conditions and results of operations should be read in conjunction with our condensed consolidated financial statements in this filing.
Overview:
| ● | Revenue was approximately $11.9 million for the six months ended June 30, 2024, representing a decrease of approximately 24.0% from the<br> same period in 2023. |
|---|---|
| ● | Loss for the period was approximately<br> $0.2 million for the six months ended June 30, 2024 while the loss for the period ended June 30, 2023 was approximately $1.0<br> million. |
SixMonths Financial Results Ended June 30, 2024
Apart from the pressure of global economic downturn following the COVID-19 pandemic, the unfavorable conditions including the Russia-Ukraine war, the Israel-Palestine conflict and the downturn in property market in China continue to affect the home building and home renovation products market in Europe and China.
While the ongoing geopolitical tensions and market challenges continue to impact our business, the Company has been actively implementing cost optimization strategies and exploring new revenue streams, such as carbon credit income and decorative plywood, to navigate through these turbulent times and position ourselves for future growth.
**Revenue.**Revenue decreased by approximately 24.0% from approximately $15.6 million for the six months ended June 30, 2023 to approximately $11.9 million for the six months ended June 30, 2024. The decrease in revenue was mainly due to the drop of both market demand and market prices of our products following the global economic downturn that has continuously impacted the home building and home renovation sectors. The outbreak of Chinese property sector crisis has further worsened the revenue in China. The Group’s overall gross profit margin increased to 30.5% for the six months ended June 30, 2024 from 20.6% for the six months ended June 30, 2023 resulting from our effective cost control measures and write-down of inventories to net realizable value recognized in previous year.
Sellingand distribution expenses. Selling and distribution expenses decreased by approximately 37.3% from approximately $2.6 million for the six months ended June 30, 2023 to approximately $1.6 million for the six months ended June 30, 2024, which was primarily due to decrease in shipping costs, which aligned with the drop in revenue, and the downsizing of staff costs following layoffs.
Administrativeexpenses. Administrative expenses increased by approximately 13.0% from approximately $1.8 million for the six months ended June 30, 2023 to approximately $2.0 million for the six months ended June 30, 2024, which was primarily due to professional fees incurred post-listing.
Otherincome, net. Other net income decreased by approximately $0.5 million to approximately $0.3 million for the six months ended June 30, 2024, which was mainly due to decrease in VAT concessions.
Incometax credits. Income tax credits were mainly due to over-provision in respect of prior years.
Loss****for the period. Loss for the period decreased by approximately $0.8 million from approximately $1.0 million for the six months ended June 30, 2023 to approximately $0.2 million for the six months ended June 30, 2024, which was mainly due to the decrease of selling expenses incurred and the absence of interest expenses related to the convertible loan, which was converted into capital following the IPO.
Basicand diluted loss per share (“LPS”). Basic and diluted LPS were less than $0.01 per share for the six months ended June 30, 2024, compared to basic and diluted loss per share of $0.01 per share for the same period in 2023.
Subsequentevents
To support the Company’s strategic plan to enter into the decorative plywood market, on September 23, 2024, Nuevo San Martin S.A.C., a subsidiary of the Company, entered into a rental agreement for the leasing of a manufacturing facility located in Pucallapa, Peru. In addition, in response to the change in market trends and as part of our cost control measures, the Company has strategically suspended operations at its existing facility in Iberia, Peru. For details of the aforesaid business decisions, please refer to the Form 6-K of the Company dated November 12, 2024.
The Group evaluated all events and transactions that occurred after June 30, 2024 up through November 28, 2024, 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, primarily through our worldwide network. 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: +852 6038 5546
Email: [email protected]
NATUREWOOD GROUP LIMITED
UNAUDITEDCONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ASOF JUNE 30, 2024 AND DECEMBER 31, 2023
| June 30, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| (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 | ) | ) | ||
| Other borrowings | ) | ) | ||
| Amounts due to an ultimate beneficial shareholder | ) | ) | ||
| Lease liabilities | ) | ) | ||
| Income tax payable | ) | ) | ||
| Total current liabilities | ) | ) | ||
| Net current 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
OTHERCOMPREHENSIVE INCOME
FORTHE SIX MONTHS ENDED JUNE 30, 2024 AND 2023
| 6 months ended June 30 | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| (Unaudited) | (Unaudited) | |||
| Revenue | ||||
| Cost of revenue | ) | ) | ||
| Gross profit | ||||
| Net foreign exchange (losses) gains | ) | |||
| Other income, net | ||||
| Selling and distribution expenses | ) | ) | ||
| Administrative expenses | ) | ) | ||
| Finance income | ||||
| Finance costs | ) | ) | ||
| Loss before income tax | ) | ) | ||
| Income tax credits | ||||
| Loss<br> for the period | ) | ) | ||
| Other comprehensive (loss) income: | ||||
| Exchange difference arising from translation of foreign operations | ) | |||
| Other comprehensive (loss) income | ) | |||
| Total comprehensive loss for the period | ) | ) | ||
| LOSS PERSHARE – BASIC AND DILUTED ^(1)^ | ) | |||
| LOSS PERADS – BASIC AND DILUTED ^(1)^ | ) | ) | ||
| Weighted average number of ordinary shares used in computing basic and diluted loss per share/ADS ^(1) (2)^ |
All values are in US Dollars.
Notes:
| (1) | Each ADS represents eight<br> ordinary shares. |
|---|---|
| (2) | Since there is antidilutive<br> effect on dilutive loss per share, basic and dilutive loss per share should remain the same. |