大自然林业2023年度报告

FORM 20-F (Mark One) REGISTRATIONSTATEMENT PURSUANT TO SECTION 12(b)OR 12(g)OF THESECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Date of event requiring this shell company report __________ Commission file number 001-41796 NATURE WOOD GROUP LIMITED(Exact name of Registrant as specified in its charter) British Virgin Islands(Jurisdiction of incorporation or organization) Avenida da Amizade no. 1287Chong Fok Centro Comercial, 13 EMacau S.A.R.(Address of principal executive offices) Jianjun Zeng, Chief Executive OfficerTelephone: +853 2855-3594Email: johnny@nature-wood.comAt the address of the Company set forth above(Name, Telephone, E-mail and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: * Not for trading, but only in connection with the listing of the American depositary shares on TheNasdaq Stock Market LLC Securities registered or to be registered pursuant to Section 12(g): None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as ofthe close of the period covered by the annual report. 132,425,321 ordinary shares were outstanding as of December 31, 2023 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act.☐Yes☒No If this report is an annual or transition report, indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.☐Yes☒No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer”,“accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐ Non-accelerated filer☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP,indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards† provided pursuant to Section 13(a) of theExchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April 5,2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive- based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registration has used to prepare the financialstatements included in this filing: International Financial Reporting Standards as issuedby the International Accounting Standards Board☒Other☐ U.S. GAAP☐ If “Other” has been checked in response to the previous question, indicate by check mark whichconsolidated financial statement item the registrant has elected to follow.☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Securities Exchange Act of 1934).☐Yes☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THEPAST FIVE YEARS) Indicate by che