Full Press Release Details
Natural Life Limited
OF EXTRAODINARY GENERAL MEETING
is hereby given that the extraordinary general meeting
(the Meeting) of Bon Natural Life Limited, a Cayman Islands exempted company with limited liability (the Company) will
be held at 25F, Block C, Rongcheng Yungu, Keji 3rd Road, Yanta District, Xian City, Shaanxi Province, China on 28 November 2022 at 10:00
a.m. (Beijing time) for the purpose of, considering and, if thought fit, passing with or without amendments, the following resolutions
as a special resolution, the Company adopts the amended and restated memorandum and articles of association of the Company (the Restated
M&A) , a copy of which is attached hereto as Appendix 2, in its entirety and in substitution for, and to the exclusion
of, the existing memorandum and articles of association of the Company with immediate effect."
copy of the Bon Natural life Limited 2022 Equity Incentive Plan and Restated M&A are attached herewith to this notice.
shareholders of the Company at the close of business on 28 October 2022 (the Record Date) are entitled to notice of, and vote
on the matters to be acted on at the Meeting and any adjourned or postponed meeting thereof.
| By order of the board, | |
| /s/ Yongwei Hu | |
| Name: Yongwei Hu | |
| Director | |
| Dated: October 31, 2022 |
member entitled to attend and vote at the meeting may appoint a proxy.
blank proxy form is attached. Please consider carefully the conditions attaching to appointment of a proxy.
proxy form in hard copy must be delivered to 25F, Block C, Rongcheng Yungu, Keji 3rd Road, Yanta District, Xian City, Shaanxi Province,
China (Attention to: Qian Zhu).
proxy form in electronic copy must be delivered to bonnatural@appchem.cn.
see the conditions attaching to the appointment of a proxy for the time of such delivery.
happens if you do not follow these instructions?
you complete a proxy form, can you still attend and vote at the meeting?
of proxy form to Company
Natural Life Limited
| I/We 1 | _________________________________________________________________ |
| of | _________________________________________________________________ |
| being a member/members of the Company and the holder/holders of __________________________________________________ (number and class of shares) appoint as my/our proxy 2 | |
| _________________________________________________________________ | |
| of | _________________________________________________________________ |
the extraordinary general meeting of the Company to be held at 25F, Block C, Rongcheng Yungu, Keji 3rd Road, Yanta District, Xian City,
Shaanxi Province, China on 28 November 2022 at 10:00 a.m. (Beijing time) and at any adjournment of that meeting.
indicate with a tick mark in the spaces opposite to the resolution how you wish the proxy to vote on your behalf. In the absence of any
such indication, the proxy may vote for or against the resolutions or may abstain at his/her discretion.
| Resolution | For | Against | Abstain | ||||
| Ordinary Resolution | |||||||
| 1 | It was resolved as an ordinary resolution and with immediate effect upon passing: an aggregate of 50,000,000 authorised but unissued Ordinary Shares be cancelled and a new class of 50,000,000 preference shares in a nominal or par value of US$0.0001 each (the Preference Shares ) be and are hereby created in the authorised share capital of the Company, so that following the creation of the Preference Shares, the authorised share capital of the Company shall become US$50,000 divided into (i) 450,000,000 Ordinary Shares of a par value of US$0.0001 each and (ii) 50,000,000 Preference Shares of a par value of US$0.0001 each (the Share Capital Change ). |
Full name(s) and address(es) to be inserted in block letters.
Insert name and address of the desired proxy in the spaces provided. If you wish to appoint the chairperson, write "The chairperson"
without inserting an address.
| 2 | It was resolved as ordinary resolutions that, the registered office provider (the RO Provider ) be and is hereby authorised to make the necessary filings with the Registrar of Companies of the Cayman Islands (the Cayman Registrar ) in connection with the Share Capital Change. | ||||||
| 3 | It was resolved as ordinary resolutions that, (i) the Bon Natural Life Limited 2022 Equity Incentive Plan, a copy of which is attached hereto as Appendix 1 , be and is hereby adopted and (ii) the maximum number of shares issuable under the Plan, being fifteen percent (15%) of the total of: (a) the issued and outstanding shares of the Company, and (b) all shares issuable upon conversion or exercise of any outstanding securities of the Company which are convertible or exercisable into shares under the terms thereof (which as at the date of these resolutions, is 1,259,434 shares in a nominal or par value of US$0.0001 of the Company) be and are hereby reserved from the authorised but unissued share capital of the Company for issuance under the Plan. | ||||||
| Special Resolution | |||||||
| 1 | It was resolved as a special resolution that, the Company adopts the amended and restated memorandum and articles of association of the Company (the Restated M&A ) , a copy of which is attached hereto as Appendix 2 , in its entirety and in substitution for, and to the exclusion of, the existing memorandum and articles of association of the Company with immediate effect. |
| Executed by: | |
| Signature of shareholder |
Name of Authorised Officer/Attorney: ________________________3
To be completed if the shareholder is a corporation - please insert name of authorised
officer/attorney signing on behalf of the corporate shareholder.
Natural Life Limited 2022 Equity Incentive Plan
and Restated Memorandum and Articles of Association