Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

 

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 November 2024

 

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): ☐

 

 

 

 

 

Financial Statements and Exhibits.

 

The following exhibits are being filed herewith:

 

EXHIBIT INDEX

 

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 Wood Group Limited
	By:	/s/ Hok Pan Se
	Name:	Hok Pan Se
Date: November 29, 2024	Title:	Director

 

 

Exhibit 99.1

 

Nature Wood 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-integrated forestry company headquartered in Macau that focuses on forest management, and manufacturing and trading of wood products and is developing carbon 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 same period in 2023.
	●	Loss for the period was approximately $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 million.

 

Six Months 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.

 

Selling and 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.

 

Administrative expenses. 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.

 

Other income, 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.

 

Income tax 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.

 

 

 

Basic and 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.

 

Subsequent events

 

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.

 

About Nature 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.

 

Safe Harbor 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.

 

Investor and Media Contact

 

Tel: [phone]

Email: [e-mail]

 

 

 

NATURE WOOD GROUP LIMITED

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

AS OF JUNE 30, 2024 AND DECEMBER 31, 2023

 

		June 30, 2024				December 31, 2023
		(Unaudited)				(Audited)
		USD				USD
ASSETS
Non-current assets
Property, plant and equipment, net			4,397,618				3,562,021
Right-of-use assets, net			143,495				189,009
Intangible assets, net			20,039,624				20,516,939
Prepayments			-				300,000
Total non-current assets			24,580,737				24,567,969
Current assets
Inventories			9,075,565				8,538,813
Prepayments			6,833,170				8,820,834
Trade and other receivables, net			9,502,400				7,283,719
Prepaid income tax			495,824				501,981
Restricted bank deposits			608,572				628,156
Cash and bank balances			635,122				3,979,416
Total current assets			27,150,653				29,752,919
Total assets			51,731,390				54,320,888
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables			(3,241,786	)			(4,338,192	)
Contract liabilities			(613,645	)			(775,183	)
Bank borrowings			(11,204,947	)			(12,285,470	)
Other borrowings			(1,666,087	)			(664,479	)
Amounts due to an ultimate beneficial shareholder			(4,872,764	)			(5,021,638	)
Lease liabilities			(40,023	)			(64,296	)
Income tax payable			(25,502	)			(21,560	)
Total current liabilities			(21,664,754	)			(23,170,818	)
Net current assets			5,485,899				6,582,101
Non-current liabilities
Bank borrowings			-				(533,760	)
Amounts due to an ultimate beneficial shareholder			(12,300,493	)			(12,300,650	)
Lease liabilities			(112,259	)			(133,972	)
Total non-current liabilities			(12,412,752	)			(12,968,382	)
Total liabilities			(34,077,506	)			(36,139,200	)
Capital and reserves
Share capital			(132,425	)			(132,425	)
Capital reserves			(30,052,790	)			(30,052,790	)
Accumulated comprehensive losses			12,531,331				12,003,527
Total equity			(17,653,884	)			(18,181,688	)
Total liabilities and equity			(51,731,390	)			(54,320,888	)

  

 

 

NATURE WOOD GROUP LIMITED

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND

OTHER COMPREHENSIVE INCOME

 

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

 

		6 months ended June 30
		2024				2023
		(Unaudited)				(Unaudited)
		USD				USD
Revenue			11,884,563				15,633,725
Cost of revenue			(8,256,785	)			(12,418,989	)
Gross profit			3,627,778				3,214,736
Net foreign exchange (losses) gains			(95,063	)			343,315
Other income, net			264,828				792,194
Selling and distribution expenses			(1,629,711	)			(2,599,437	)
Administrative expenses			(2,014,264	)			(1,783,243	)
Finance income			8,113				9,089
Finance costs			(455,913	)			(980,862	)
Loss before income tax			(294,232	)			(1,004,208	)
Income tax credits			59,535				4,041
Loss for the period			(234,697	)			(1,000,167	)
Other comprehensive (loss) income:
Exchange difference arising from translation of foreign operations			(293,107	)			380,619
Other comprehensive (loss) income			(293,107	)			380,619
Total comprehensive loss for the period			(527,804	)			(619,548	)
LOSS PER SHARE – BASIC AND DILUTED (1)			-				(0.01	)
LOSS PER ADS – BASIC AND DILUTED (1)			(0.01	)			(0.08	)
Weighted average number of ordinary shares used in computing basic and diluted loss per share/ADS (1) (2)			132,425,321				105,263,000

 

Notes:

 

(1)	Each ADS represents eight ordinary shares.
(2)	Since there is antidilutive effect on dilutive loss per share, basic and dilutive loss per share should remain the same.

 

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