SCHEDULE: Nature Wood Group Shareholder Sells Entire Stake

Wing Luk Chan has disposed of his entire beneficial ownership in Nature Wood Group Limited, selling 7,516,484 ordinary shares for approximately $445,000.

Summary

• Wing Luk Chan (the "Reporting Person") has filed an Amendment No. 1 to Schedule 13D, reporting the disposition of his entire beneficial ownership in Nature Wood Group Limited.
• The disposition involved 7,516,484 ordinary shares of Nature Wood Group Limited.
• The shares were sold at a price of US$0.0592 per ordinary share.
• The total value of the shares sold by the Reporting Person was approximately US$445,000 (7,516,484 shares multiplied by US$0.0592 per share).
• This transaction was part of a broader private sale by several existing shareholders (Sellers) to a group of purchasers (Purchasers).
• The broader private sale involved an aggregate of 114,974,179 ordinary shares, representing approximately 86.82% of the Issuer's issued and outstanding ordinary shares.
• Following the sale, Wing Luk Chan ceased to be a beneficial owner of more than five percent of the class of securities.
• The original acquisition of shares by the Reporting Person stemmed from the conversion of a convertible bond in the principal amount of HK$35,035,479 into 7,516,484 ordinary shares on October 9, 2023.

Sentiment

Score: 5

Explanation: This filing is an amendment to a Schedule 13D, reporting the complete disposition of a significant shareholder's stake. It is a factual report of a completed transaction and does not contain forward-looking statements or operational results that would typically drive strong positive or negative sentiment. The exit of a major shareholder could be viewed with mixed sentiment depending on market interpretation of the reasons for the sale and the identity of the new purchasers.

Positives

• The transaction represents a significant liquidity event for the selling shareholders, including Wing Luk Chan.
• The acquisition by a new group of purchasers could signal new strategic direction or investment interest in Nature Wood Group Limited.

Negatives

• A major shareholder disposing of their entire stake could be perceived negatively by the market, potentially indicating a lack of confidence in the company's future prospects by that specific individual.
• The sale price of US$0.0592 per ordinary share is relatively low, especially considering the company's ADSs are listed on Nasdaq.

Risks

• The Subject Shares are restricted securities as defined in Rule 144 under the Securities Act and subject to resale restrictions.
• Potential for a "Material Adverse Effect" on the business, financial or trading position, results of operations, profitability, shareholders equity and business of the Group, or which may adversely affect the consummation of the transactions.
• Risk of termination of the Share Purchase Agreement if conditions are not met or if sellers fail to deliver closing deliverables.

Future Outlook

The filing primarily reports a past transaction. It mentions post-closing undertakings for public filings and cooperation for the Company's interim and annual reports (Form 20-F for fiscal year ending December 31, 2025). The release of the escrowed balance is contingent on the filing of the 20-F for fiscal year ending December 31, 2025.

Industry Context

This filing is a specific shareholder transaction and does not provide broader industry trends or competitive analysis. The company, Nature Wood Group Limited, is in the wood industry, but the filing does not elaborate on this.

Related Party Transactions

• On July 1, 2021, the Reporting Person (Wing Luk Chan) and Mr. Hok Pan Se (also a seller in the current transaction) entered into a sale and purchase agreement for a convertible bond of the Issuer.

Stakeholder Impact

• Shareholders: Existing shareholders (sellers) receive cash for their shares. New purchasers become significant shareholders, potentially influencing future company direction. Other public shareholders might react to the significant change in ownership structure.
• Company: A large block of shares (86.82%) changing hands could lead to changes in corporate strategy, management, or governance, depending on the intentions of the new purchasers.

Next Steps

• The Purchasers will instruct the Escrow Agent to release the Second Payment and Third Payment to the Sellers upon Closing.
• The Escrowed Balance (US$156,361.29) will be released to the Sellers upon the Company's filing of its annual report on Form 20-F for the fiscal year ending December 31, 2025.
• The Parties shall procure that the Company will make all required public filings in connection with the transaction in a timely manner.
• Sellers will cooperate with Purchasers to finalize and file the Company's interim report for the six months ended June 30, 2025, and the annual report on Form 20-F for the fiscal year ending December 31, 2025, and other Exchange Act reports.
• Sellers will assist Purchasers with the preparation and filing of a resale Registration Statement on Form F-1 for the Subject Shares, if reasonably requested.

Key Dates

Keywords

Nature Wood Group Limited, NWGL, Schedule 13D/A, Share Disposition, Beneficial Ownership, Private Sale, Share Purchase Agreement, Wing Luk Chan, Nasdaq Capital Market, Restricted Securities