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 Room 601, Block C, Gazelle Valley, No.69, Jinye Road, High-Tech Zone, Xi'an, Shaanxi, China on March 9, 2024 at 10:00
A.M. (local time) for the purpose of, considering and, if thought fit, passing with or without amendments, the following resolutions
as an ordinary resolution that, with immediate effect upon passing:
| (a) | every ten (10) issued and unissued existing ordinary shares of US$0.0001 par value each of the Company be consolidated into one (1) ordinary share of US$0.001 par value each (the Consolidated Ordinary Shares ), with such Consolidated Ordinary Shares ranking pari passu in all respect with each other and having the same rights and being subject to the same restrictions (save as to nominal value) as the existing ordinary shares of US$0.0001 par value each of the Company as set out in the Company's memorandum and articles of association; |
| (b) | every ten (10) existing preference shares of US$0.0001 par value each be consolidated into one (1) preference share of US$0.001 par value each; |
| (c) | as a result of such share Consolidation, the authorized share capital of the Company be amended from US$50,000 divided into (a) 450,000,000 ordinary shares of a par value of US$0.0001 each; and (b) 50,000,000 preference shares of a par value of US$0.0001 each to US$50,000 divided into (a) 45,000,000 ordinary shares of a par value of US$0.001 each; and (b) 5,000,000 preference shares of a par value of US$0.001 each (the Share Consolidation ); and |
| (d) | all fractional entitlements to the issued Consolidated Ordinary Shares resulting from the Share Consolidation will not be issued to the shareholders of the Company and the Company be authorized to round up any fractional shares resulting from the Share Consolidation to the next whole number, such that each shareholder of the Company will be entitled to receive one Consolidated Ordinary Share in lieu of any fractional share that would have resulted from the Share Consolidation." |
as an ordinary resolution that immediately after the Share Consolidation takes effect, the Company's authorised share capital
be increased from US$50,000 divided into (a) 45,000,000 ordinary shares of a par value of US$0.001 each; and (b) 5,000,000 preference
shares of a par value of US$0.001 each to US$300,000 divided into (a) 270,000,000 ordinary shares of a par value of US$0.001 each; and
(b) 30,000,000 preference shares of a par value of US$0.001 each, by creation of an additional 225,000,000 ordinary shares of a par value
of US$0.001 each and an additional 25,000,000 preference shares of a par value of US$0.001 each (the Increase of Authorized Shares)."
as a special resolution that the Company adopts the second amended and restated memorandum and articles of association of the
Company (the Restated M&A) , a copy of which is attached hereto as Appendix 1, 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."
as an ordinary resolution that the Bon Natural Life Limited 2024 Equity Incentive Plan, a copy of which is attached hereto as
Appendix 2 (the Bon Natural Equity Incentive Plan), be and is hereby adopted with immediate effect and (ii) the maximum
number of shares issuable under the Bon Natural Equity Incentive Plan, being twenty percent (20%) 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 be and are hereby reserved from the authorised but unissued
share capital of the Company for issuance under the Bon Natural Equity Incentive Plan."
shareholders of the Company at the close of business on February 21, 2023 (the Record Date) are entitled to receive notice of,
attend and vote on the matters to be acted on at the Meeting and any adjourned or postponed meeting thereof.
Natural Life Limited
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 Room 601, Block C, Gazelle Valley, No.69, Jinye Road, High-Tech Zone, Xi'an, Shaanxi,
China (Attention to: Cindy Liu).
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?
| 2 | If you are a member entitled to attend and vote at this meeting of the Company, you may appoint a proxy to vote on your behalf. Only registered shareholders whose names are on the register of members of the Company as at the close of business on February 21, 2023, being the Record Date, are entitled to attend and vote at the meeting of the Company. |
| 3 | A proxy need not be a member of the Company. |
you complete a proxy form, can you still attend and vote at the meeting?
| 7 | If you are an eligible member and a natural person, the appointment of your proxy must be in writing and signed by you or your authorised attorney. |
| 8 | If you are an eligible member and a corporation, the appointment of your proxy must be in writing and executed in any of the following ways: (i) under the corporation's common seal or (ii) not under the corporation's common seal but otherwise in accordance with its articles of association. |
of proxy form to Company
| (a) | The proxy form; | |
| (b) | If the proxy form is executed by a corporation otherwise than under its common seal - an extract of its articles that evidences that it may be duly executed in that way; and | |
| (c) | If the proxy form is signed by your attorney - the authority under which it was signed or a certified copy of the authority. |
| (a) | In the case of hard-copy documents - they must be left at or sent by post to the Company's registered office or the other place, if any, specified by the Company for the purpose of the meeting. | |
| (b) | In the case of documents comprised in an electronic record - they must be sent to an address specified by the Company for the purpose of receiving electronic records. |
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 Room 601, Block C, Gazelle Valley, No.69, Jinye Road, High-Tech Zone,
Xi'an, Shaanxi, China on March 9, 2024 at 10:00 A.M. (local 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 | |||||
| 1 | It was resolved as an ordinary resolution that, with immediate effect upon passing: | |||||||
| (a) | every ten (10) issued and unissued existing ordinary shares of US$0.0001 par value each of the Company be consolidated into one (1) ordinary share of US$0.001 par value each (the Consolidated Ordinary Shares ), with such Consolidated Ordinary Shares ranking pari passu in all respect with each other and having the same rights and being subject to the same restrictions (save as to nominal value) as the existing ordinary shares of US$0.0001 par value each of the Company as set out in the Company's memorandum and articles of association; | |||||||
| (b) | every ten (10) existing preference shares of US$0.0001 par value each be consolidated into one (1) preference share of US$0.001 par value each; | |||||||
| (c) | as a result of such share Consolidation, the authorized share capital of the Company be amended from US$50,000 divided into (a) 450,000,000 ordinary shares of a par value of US$0.0001 each; and (b) 50,000,000 preference shares of a par value of US$0.0001 each to US$50,000 divided into (a) 45,000,000 ordinary shares of a par value of US$0.001 each; and (b) 5,000,000 preference shares of a par value of US$0.001 each (the Share Consolidation ); and | |||||||
| (d) | all fractional entitlements to the issued Consolidated Ordinary Shares resulting from the Share Consolidation will not be issued to the shareholders of the Company and the Company be authorized to round up any fractional shares resulting from the Share Consolidation to the next whole number, such that each shareholder of the Company will be entitled to receive one Consolidated Ordinary Share in lieu of any fractional share that would have resulted from the Share Consolidation. |
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 an ordinary resolution that immediately after the Share Consolidation takes effect, the Company's authorised share capital be increased from US$50,000 divided into (a) 45,000,000 ordinary shares of a par value of US$0.001 each; and (b) 5,000,000 preference shares of a par value of US$0.001 each to US$300,000 divided into (a) 270,000,000 ordinary shares of a par value of US$0.001 each; and (b) 30,000,000 preference shares of a par value of US$0.001 each, by creation of an additional 225,000,000 ordinary shares of a par value of US$0.001 each and an additional 25,000,000 preference shares of a par value of US$0.001 each. | ||||||
| 3 | It was resolved as a special resolution that the Company adopts the second amended and restated memorandum and articles of association of the Company (the Restated M&A ) , a copy of which is attached hereto as Appendix 1 , 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. | ||||||
| 4 | It was resolved as an ordinary resolution that the Bon Natural Life Limited 2024 Equity Incentive Plan, a copy of which is attached hereto as Appendix 2 (the Bon Natural Equity Incentive Plan ), be and is hereby adopted with immediate effect and (ii) the maximum number of shares issuable under the Bon Natural Equity Incentive Plan, being twenty percent (20%) 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 be and are hereby reserved from the authorised but unissued share capital of the Company for issuance under the Bon Natural Equity Incentive Plan. |
| 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 Equity Incentive Plan