Nature Wood Group Ltd
For the period ended Nov 12, 2025. Filed Nov 12, 2025.
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Nov 12, 2025 · Filed Nov 12, 2025
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EX-99.2 · PROXY STATEMENT
Proxy Statement and, being the registered holder of ______________ordinary shares 1, par value US$0.001 per share, of Nature Wood Group Limited (the “Company”), hereby appoint Liying WANG, Director of the Company or (Name)_______________________of (Address) _________________________as my/our proxy to attend andact for me/us at the Annual General Meeting 2 (or at any adjournment or postponement thereof) of the Company to be held at 10:00 a.m., local time, on December 16, 2025 at 45th Floor, West Tower, Xinghe Twin Towers, No. 8 Yaxing Road, Bantian Sub-district, Longgang District, Shenzhen City, China.
My/our proxy is instructed to vote on the resolutions in respect of the matters specified in the Notice of the Annual General Meeting as indicated below:
| 1. | RESOLVED as a resolution of members: the Change of Company Name. | For | Against | Abstain |
| (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”, | ☐ | ☐ | ☐ |
| (b) | the registered agent of the Company be and is hereby authorized and instructed to file with 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. | |||
| 2. | RESOLVED as a resolution of members: the Share Reorganization. | For | Against | Abstain |
| ☐ | ☐ | ☐ | ||
| 1 | Please insert the number of ordinary shares of the Company registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
| 2 | If any proxy other than Liying WANG, Director of the Company is preferred, strike out the words “Liying WANG, Director of the Company”, and insert the name and address of the proxy desired in the space provided. A proxy needs not be a shareholder. If you are the holder of two or more ordinary shares of the Company, you may appoint more than one proxy to represent you and vote on your behalf at the Annual General Meeting. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it. |
| (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 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; and (ii) 480,000,000 Class B Ordinary Shares; |
| (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 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. | RESOLVED as a resolution of members: Subject to
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