大自然林业美股招股说明书(2023-09-14版)

Nature Wood Group Limited Representing 6,000,000 ordinary shares This is the initial public offering in the United States of American depositary shares, or ADSs,representing ordinary shares of Nature Wood Group Limited (the “Company”), a British Virgin Islands(the “BVI”) company. We are offering 750,000 ADSs. Each ADS represents eight ordinary shares, $0.001par value per share (the “Ordinary Share”) on a firm commitment basis. The initial public offering price is$9 per ADS. Our ADSs have been approved for listing on the Nasdaq Capital Market under the symbol “NWGL”.We cannot guarantee that we will be able to maintain the listing of our ADSs on Nasdaq; however, we willnot complete this offering unless our ordinary shares remain so listed. Our Company is a holding company incorporated in the BVI. As a holding company with no materialoperations of our own, we conduct our operations mainly in Peru, France, Hong Kong and Macau, throughour subsidiaries, including Swift Top Capital Resources Limited, Parquet Nature (France) S.A.R.L., ChoiChon Investment Company Limited, South American Wood S.A.C., Grupo Maderero Amaz S.A.C., ZhangHermanos S.A.C., E&T Forestal S.A.C., Nuevo San Martin S.A.C., Sepahua Tropical Forest S.A.C.,Maderera Industrial Isabelita S.A.C., Saavedra Forest S.A.C., Inversiones H.S.T. S.A.C., Forestal TuestaS.A.C.,Agro Forest A&J S.A.C.,Sanra Inversiones S.A.C.,and Latinoamerican Forest S.A.C.(collectively, the “Operating Subsidiaries”). This is an offering of the ADSs of our Company, the holding company in the BVI, instead of shares ofour Operating Subsidiaries. You may never directly hold any equity interest in our Operating Subsidiaries.We are offering 750,000 ADSs of our Company, representing 5.4% of the issued and outstanding OrdinaryShares following completion of the offering of our Company, assuming the underwriters do not exercisetheir over-allotment option. Following the offering, 750,000 ADSs, representing 5.4% of the issued andoutstanding Ordinary Shares will be held by public shareholders, assuming the underwriters do not exercisetheir over-allotment option. Following the completion of this offering, we will be a “controlled company” within the meaning ofthe NASDAQ Stock Market Rules and may rely on exemptions from certain corporate governancerequirements. As at the date of this prospectus, approximately 86.3% of the issued share capital of theCompany is owned by Easy Bliss Limited, which in turn is owned approximately 60.2% by Mr. Hok PanSe, our Director. Mr. Hok Pan Se therefore beneficially owns approximately 51.9% of our total votingpower as at the date of this prospectus. Following completion of this offering, approximately 81.6% of theissued share capital of the Company will be owned by Easy Bliss Limited and Mr. Hok Pan Se will in turnbeneficially own approximately 49.1% of our total voting power. Following completion of this offering andassuming full conversion of the outstanding convertible bonds of the Company, approximately 69.9% ofthe issued share capital of the Company will be owned by Easy Bliss Limited and Mr. Hok Pan Se will inturn beneficially own approximately 43.1% of our total voting power. See “Management — ControlledCompany Exception”. As our Company is a holding company incorporated in the BVI and not a Chinese operating company,our operations in Hong Kong, Macau and China are conducted by our subsidiaries based in Hong Kong,Macau and China. The ADSs offered in this offering are shares of Nature Wood Group Limited, the BVIholding company, instead of shares of the Operating Subsidiaries. Investors in this offering are purchasing interests in the BVI holding company and will not directly hold equity interests in the OperatingSubsidiaries. This structure involves unique risks to investors. See “Risk Factors” beginning on page 11 ofthis prospectus for a discussion of risks facing the Company and the offering as a result of this structure.We may be subject to unique risks due to uncertainty of the interpretation and the application of the PRClaws and regulations, including but not limited to the cybersecurity review and regulatory review ofoverseas listing of our ADSs through an offshore holding company. We are also subject to the risks ofuncertainty about any future actions of the Chinese government or authorities in Hong Kong and Macau inthis regard. Should the Chinese government choose to exercise significant oversight and discretion over theconduct of our business, they may intervene in or influence our operations. Such governmental actions: ●could affect our operations;●could significantly limit or completely hinder our ability to continue our operations;●could hinder our ability to continue to offer securities to investors; and●may cause the value of our ADSs to significantly decline or be worthless. Additionally, although we have direct ownership of our operating entities in Hong Kong, Macau andChina and currently do not have or intend to have any co