SecProbe.io

July 22, 2025
Kam Pang Chim
Chief Financial Officer
Nature Wood Group Ltd
Avenida de Amizade no. 1287
Chong Fok Centro Comercial, 13E
Macau S.A.R.
Re:Nature Wood Group Ltd
Form 20-F for the fiscal year ended December 31, 2024
Filed May 1, 2025
File No. 001-41796
Dear Kam Pang Chim:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the fiscal year ended December 31, 2024
Part I., page 1
Please revise future filings to provide specific and prominent disclosures in the
forepart of your Form 20-F related to the legal and operational risks associated with
China-based companies, similar to disclosures provided in the forepart of your Form
F-1 and updated for relevant subsequent events, in an Overview under Part I,
that address the following:
•Disclose you are not a Chinese operating company but a British Virgin Islands
holding company that does not conduct operations, that operations are conducted
by your subsidiaries, and that this structure involves unique risks to investors.
Provide a cross-reference to the more detailed discussion of risks facing the
company as a result of this structure.
Disclose the legal and operational risks associated with being based in or having
the majority of operations in China. Your disclosure should make clear whether •1.

July 22, 2025
Page 2
these risks could result in a material change in your operations and/or the value of
your ordinary shares or could significantly limit or completely hinder your ability
to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. Your disclosure should address
how recent statements and regulatory actions by China’s government, such as
those related to data security or anti-monopoly concerns, have or may impact the
company’s ability to conduct its business, accept foreign investments, or list on a
U.S. or other foreign exchange.
•Disclose the risks that your corporate structure and being based in or having the
majority of operations in China pose to investors. In particular, describe the
significant regulatory, liquidity, and enforcement risks with cross-references to
the more detailed discussions of these risks. For example, specifically discuss
risks arising from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in China can
change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in
China-based issuers, which could result in a material change in your operations
and/or the value of your securities. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers could
significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly
decline or be worthless.
•Disclose each permission or approval that you or your subsidiaries are required to
obtain from Chinese authorities to operate your business and to offer securities to
foreign investors. State whether you or your subsidiaries are covered by
permissions requirements from the China Securities Regulatory Commission
(CSRC), Cyberspace Administration of China (CAC) or any other governmental
agency that is required to approve your or your subsidiaries’ operations, and state
affirmatively whether you have received all requisite permissions or approvals
and whether any permissions or approvals have been denied. Also, describe the
consequences to you and your investors if you or your subsidiaries: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that
such permissions or approvals are not required, or (iii) applicable laws,
regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
Provide a clear description of how cash is transferred through your organization.
Disclose your intentions to distribute earnings or settle amounts owed under your
operating structure. Quantify any cash flows and transfers of other assets by type
that have occurred between the holding company and its subsidiaries, and the
direction of transfer. Quantify any dividends or distributions that a subsidiary has
made to the holding company and which entity made such transfer, and their tax
consequences. Similarly quantify dividends or distributions made to U.S.
investors, their source, and their tax consequences. Your disclosures should make •

July 22, 2025
Page 3
it clear if no transfers, dividends, or distributions have been made to date by
stating that fact. Also, describe any restrictions on foreign exchange and your
ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings
from the company, including your subsidiaries, to the parent company and U.S.
investors.
Item 19. Exhibits
Exhibit 13.1, page 77
2.Please ensure future filings include the correct name of the CEO. The name in the
forepart of the certification does not match the name of the current CEO and signer.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Ernest Greene at 202-551-3733 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing