{"url_path":"/sec/nwgl/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 **","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1948294/0001493152-26-019023-index.html","accession_number":"0001493152-26-019023","cik":"0001948294","ticker":"NWGL","issuer_name":"CL Workshop Group Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1948294/0001493152-26-019023-index.html","primary_entity_key":"0001948294","primary_entity_name":"CL Workshop Group Ltd"},"word_count":992,"has_tables":true,"body_markdown":"**ITEM\n12.**\n**DESCRIPTION\nOF SECURITIES OTHER THAN EQUITY SECURITIES**\n\n \n\n**12.A.\nDebt Securities**\n\n \n\nNot\napplicable.\n\n \n\n**12.B.\nWarrants and Rights**\n\n \n\nNot\napplicable.\n\n \n\n**12.C.\nOther Securities**\n\n \n\nNot\napplicable.\n\n \n\n**12.D.\nAmerican Depositary Shares**\n\n \n\n**American\nDepositary Shares**\n\n \n\nThe\nBank of New York Mellon, the depositary of our ADR program, collects fees for delivery and surrender of ADSs directly from investors\ndepositing shares or surrendering ADSs for the purpose of withdrawal, or from intermediaries acting for them. The depositary collects\nfees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable\nproperty to pay the fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are\npaid.\n\n \n\n**Fess\npayable by ADS Holders**\n\n \n\n**Persons\ndepositing or withdrawing shares or ADS holders must pay:**\n \n**For:**\n\n \n \n \n\n$5.00\n(or less) per 100 ADSs (or portion of 100 ADSs)\n \n\nIssuance\nof ADSs, including issuances resulting from a distribution of shares or rights or other property\n\n \n\nCancellation\nof ADSs for the purpose of withdrawal, including if the deposit agreement terminates\n\n \n \n \n\n$.05\n(or less) per ADS\n \nAny\ncash distribution to ADS holders\n\n \n \n \n\nA\nfee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited\nfor issuance of ADSs\n \nDistribution\nof securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders\n\n \n \n \n\n$.05\n(or less) per ADS per calendar year\n \nDepositary\nservices\n\n \n \n \n\n \n \n \n\n \n \n \n\nRegistration\nor transfer fees\n \nTransfer\nand registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw\nshares\n\n \n \n \n\nExpenses\nof the depositary\n \n\nCable\n(including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement)\n\n \n\nConverting\nforeign currency to U.S. dollars\n\n \n \n \n\nTaxes\nand other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer\ntaxes, stamp duty or withholding taxes\n \nAs\nnecessary\n\n \n \n \n\nAny\ncharges incurred by the depositary or its agents for servicing the deposited securities\n \nAs\nnecessary\n\n \n\n71\n\n \n\n \n\nThe\ndepositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the\npurpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting\nthose fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect\nits annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry\nsystem accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable\n(or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary\nmay generally refuse to provide fee-attracting services until its fees for those services are paid.\n\n \n\nFrom\ntime to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and\nmaintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees\ncollected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency\ndealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.\n\n \n\nThe\ndepositary may convert currency itself or through any of its affiliates, or the custodian or we may convert currency and pay U.S. dollars\nto the depositary. Where the depositary converts currency itself or through any of its affiliates, the depositary acts as principal for\nits own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation,\ntransaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the\nexchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate\nreceives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used\nor obtained by it or its affiliate in any currency conversion under the deposit agreement will be the most favorable rate that could\nbe obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to\nthe depositary’s obligation to act without negligence or bad faith. The methodology used to determine exchange rates used in currency\nconversions made by the depositary is available upon request. Where the custodian converts currency, the custodian has no obligation\nto obtain the most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined\nwill be the most favorable to ADS holders, and the depositary makes no representation that the rate is the most favorable rate and will\nnot be liable for any direct or indirect losses associated with the rate. In certain instances, the depositary may receive dividends\nor other distributions from us in U.S. dollars that represent the proceeds of a conversion of foreign currency or translation from foreign\ncurrency at a rate that was obtained or determined by us and, in such cases, the depositary will not engage in, or be responsible for,\nany foreign currency transactions and neither it nor we make any representation that the rate obtained or determined by us is the most\nfavorable rate and neither it nor we will be liable for any direct or indirect losses associated with the rate.\n\n \n\n**Fees\nand Other Payments Made by the Depositary to Us**\n\n \n\nWe\nhad received from our depositary a reimbursement of nil during the fiscal year ended December 31, 2025.\n\n \n\n72\n\n \n\n \n\n**PART\nII.**"}