Nature Wood Group Ltd

PROXY STATEMENT

General

The board of directors (the “Board of Directors”) of Nature Wood Group Limited, a British Virgin Islands company (the “Company”), is soliciting proxies for the annual general meeting of shareholders to be held on December 16, 2025 at 10:00 a.m., local time, or at any adjournment or postponement thereof (the “Annual General Meeting”). The Annual General Meeting will be held at 45th Floor, West Tower, Xinghe Twin Towers, No. 8 Yaxing Road, Bantian Sub-district, Longgang District, Shenzhen City, China.

Record Date, Share Ownership and Quorum

Record holders of the ordinary shares (the “Ordinary Shares”) as of the close of business on November 17, 2025, New York time, are entitled to vote at the Annual General Meeting. As of the date of the notice of the Annual General Meeting, 132,425,321 of our Ordinary Shares, par value US$0.001 per share, were issued and outstanding, and approximately 15,219,136 of our Ordinary Shares were represented by American Depositary Shares (“ADSs”). One or more holders of Ordinary Shares which represent, in aggregate, a majority of the paid up voting share capital of the Company present in person or by proxy or, if a corporation or other non-natural person, by its authorized representative shall be a quorum for all purposes.

The Board of Directors recommends a vote “FOR” each proposal from Proposals No. 1-3.

Voting and Solicitation

Each Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at the Annual General Meeting.

At the Annual General Meeting, every holder of Ordinary Shares present in person or by proxy may vote the fully paid Ordinary Shares held by such holder of Ordinary Shares. A resolution put to the vote of a meeting shall be decided on a poll. The affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Annual General Meeting will be required to pass each of the proposed resolutions submitted to a vote at the Annual General Meeting.

The costs of soliciting proxies will be borne by us. Proxies may be solicited by certain of our Directors, officers and regular employees, without additional compensation, in person or by telephone or electronic mail. Copies of solicitation materials will be furnished to banks, brokers, fiduciaries and custodians holding in their names our Ordinary Shares or ADSs beneficially owned by others to forward to those beneficial owners.

Voting by Holders of Ordinary Shares

Holders of Ordinary Shares whose shares are registered in their own names may vote by attending the Annual General Meeting in person or by completing, dating, signing and returning the enclosed form of proxy to the attention of Liying WANG, Chief Executive Officer, Nature Wood Group Limited, 45th Floor, West Tower, Xinghe Twin Towers, No. 8 Yaxing Road, Bantian Sub-district, Longgang District, Shenzhen City, China. The form of proxy must arrive no later than the time for holding the Annual General Meeting or any adjournment thereof.

When proxies are properly completed, dated, signed and returned by holders of Ordinary Shares, the Ordinary Shares they represent, unless the proxies are revoked, will be voted at the Annual General Meeting in accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the Ordinary Shares will be voted “FOR” each proposal and in the proxy holder’s discretion as to other matters that may properly come before the Annual General Meeting. Abstentions and broker non-votes will be counted as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote against each of the proposed resolutions submitted to a vote at the Annual General Meeting. Broker non-votes will have the same effect as a vote against each of the proposed resolutions submitted to vote at the Annual General Meeting.

Please refer to this proxy statement for information related to the proposed resolutions.

Voting by Holders of American Depositary Shares

Under the terms of voting section of the Deposit Agreement dated September 12, 2023, upon receipt of notice of a meeting of holders of Shares at which holders of Shares will be entitled to vote, if requested in writing by the Company, The Bank of New York Mellon, as depositary intends, as soon as practicable thereafter, to make available a depositary notice and disseminate to all record owners of ADSs a voting instruction form. Upon the written request of an owner of record of ADSs by such owner’s delivery of a properly completed, dated and signed voting instruction form based on instructions indicated on the such form prior to 12:00 p.m., New York time on December 10, 2025, the Bank of New York Mellon will endeavor, in so far as practicable, to vote or cause to be voted the amount of Ordinary Shares or other deposited securities represented by such ADSs, in accordance with the instructions set forth in such request. The Bank of New York Mellon shallnot vote or attempt to exercise the right to vote that attaches to the deposited Shares other than in accordance with those instructions. As the holder of record for the Ordinary Shares represented by our ADSs, only the Bank of New York Mellon may vote those Ordinary Shares at the Annual General Meeting.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering a written notice of revocation or a duly executed proxy bearing a later date or, if you hold Ordinary Shares, by attending the meeting and voting in person. A written notice of revocation must be delivered to the attention of Nature Wood Group Limited, if you hold our Ordinary Shares, or to the Bank of New York Mellon if you hold ADSs representing our Ordinary Shares.