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 December 2025
Commission
File Number: 001-41796
NATURE
WOOD 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 ☐
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:
| (a) | the
Company’s name be changed from “Nature Wood Group Limited” to “CL
Workshop Group Limited” and the Company’s foreign name be changed from “大自然林業集團有限公司”
to “刺梨工坊公司” (the “Change of
Company Name”), |
| | | |
| (b) | the
registered agent of the Company be and is hereby authorized and instructed to file with the
Registry of Corporate Affairs in the British Virgin Islands (the “BVI Registry”)
an application to effect and certificate the Change of Company Name, |
| | | |
| (c) | subject
to the Change of Company Name being certificated by the BVI Registry, and, as a consequence
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
depositary or registered agent of the Company be and hereby is authorized to updated the
shareholder list of the Company as may be necessary to reflect the Change of Company Name. |
| (a) | the
maximum number of shares the Company is authorized to issue be increased, redesignated and
reclassified from 200,000,000 shares of a single class each with a par value of US$0.001
(the “Ordinary Shares”) to 8,000,000,000 shares each with a par value
of US$0.001 divided into (i) 7,520,000,000 Class A ordinary shares with a par value of US$0.001
each (the “Class A Ordinary Shares”); and (ii) 480,000,000 Class B ordinary
shares with a par value of US$0.001 each (the “Class B Ordinary Shares”)
(the “Share Reorganization”); |
| | | |
| (b) | pursuant
to the Share Reorganization, |
| a. | the
currently issued 132,425,321 Ordinary Shares be and are re-designated and re-classified into
(i) 92,932,850 Class B Ordinary Shares with 50 votes per share at a general meeting of the
Company or on any shareholders’ resolutions and the other rights attached to it as
set out in the Second Amended and Restated Memorandum and Articles of Association (as defined
below) on a one for one basis and (ii) 39,492,471 Class A Ordinary Shares with 1 vote per
share at a general meeting of the Company or on any shareholders’ resolutions and the
other rights attached to it as set out in the Second Amended and Restated Memorandum and
Articles of Association , on a one for one basis, as follows: |
| Name of Shareholder | |
Number of existing
ordinary shares held | | |
Number and class of shares to
be held after the re-designation and
re-classification of
shares of
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
remaining authorized but unissued 7,867,574,679 Ordinary Shares be and are re-designated
and re-classified into (i) 7,480,507,529 Class A Ordinary Shares on a one for one basis and
(ii) 387,067,150 Class B Ordinary Shares on a one for one basis; |
| (c) | as
a consequence of the Share Reorganization, Clause 5 of the Amended and Restated Memorandum
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
registered agent of the Company be and is hereby authorized and instructed to file the necessary
notice of amendment together with a copy (or any necessary extract) of these resolutions,
with the BVI Registry, and make any further relevant filings with the BVI Registry as may
be required to effect the Share Reorganization; and |
| | | |
| (e) | the
depositary or registered agent of the Company be and hereby is authorized to updated the
shareholder lists of the Company as may be necessary to reflect the Share Reorganization. |
| 3. | Adoption
of Second Amended and Restated Memorandum and Articles of Association |
| (a) | the
second amended and restated memorandum and articles of association of the Company (the “Second
Amended and Restated Memorandum and Articles of Association”) be adopted in substitution
for and to the exclusion of the existing amended and restated memorandum and articles of
association of the Company in its entirety, and |
| | | |
| (b) | the
registered agent of the Company be and is hereby authorized and instructed to file the necessary
notice of amendment and the Second Amended and Restated Memorandum and Articles of Association
together with a copy (or any necessary extract) of these resolutions, with the BVI Registry,
and make any further relevant filings with the BVI Registry as may be required to effect
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
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
