Bon Natural Life Ltd 6-K, filed Oct 5, 2023
Bon Natural Life Ltd (BON)
About this 6-K
Bon Natural Life Ltd filed this 6-K on October 5, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of October 2023
Commission File Number 001-40517
BON NATURAL LIFE LIMITED
(Translation of registrant’s name into English)
Room 601, Block C, Gazelle Valley, No.69, Jinye Road
High-Tech Zone, Xi’an, Shaanxi, China
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Appointment of Jing Chen to the Board of Directors
On October 2, 2023, our Board of directors appointed Jing Chen to serve as a new member of our Board of Directors and chairman of the Audit Committee of the Board of Directors. Our Board has determined that Ms. Chen qualifies as an “Independent Director” within the meaning of Nasdaq Rule 5605 and that she qualifies as an “audit committee financial expert” due to her current and past experience in various companies in which she has been responsible for financial oversight. Most recently, Ms. Chen served as the Vice President of Future FinTech Group Inc. (NASDAQ: FTFT) from November 2020 to April 2023. Previously, she served as the Chief Financial Officer of Future FinTech Group Inc. from May 2019 to November 2020. Ms. Chen served as the CFO of AnZhiXinCheng (Beijing) Technology Co., Ltd. from August 2018 to May 2019. Ms. Chen has also served as an independent director of Hello iPayNow (Beijing) Company Ltd. since April 2019. From August, 2017 to July, 2018, Ms. Chen served as the CFO of Beijing Logis Technology Development Co., Ltd., a company listed on The National Equities Exchange and Quotations Co., Ltd. of China which is a Chinese over-the-counter stock trading system. From June 2016 to July 2017, Ms. Chen served as the Group Chief Financial Officer of Beijing AnWuYou Food Co., Ltd. Ms. Chen served as the Chief Financial Officer of Beijing DKI Investment Management Co., Ltd. from August 2012 to May 2016. Ms. Chen’s other professional experience includes service as the Chief Financial Officer of Yayi International Inc. (U.S. OTCBB: YYIN) from February 2010 to April 2012, the Chief Financial Officer of China Natural Gas, Inc. (NASDAQ GM: CHNG) from May 2009 to January 2010, and Chief Financial Officer of Origin Agritech Inc. (NASDAQ: SEED) from December 2007 to September 2008. She has also served as the Senior Director of Finance of iKang Healthcare Group Inc. (NASDAQ: KANG listed on April 9, 2014) from December 2006 to November 2007 and as the Director of Finance of Elong Inc. (NASDAQ: LONG) from August 2001 to November 2006.
Ms. Chen received a degree of Doctor of Business Administration from Victoria University, Neuchatel, Switzerland in March 2008 and an MBA degree from City University of Seattle, Washington, U.S. in April 2000. She graduated from Shanghai Institute of Tourism with a major in Accounting in July 1985 and completed her studies of Supervisory Skills in Hong Kong Polytechnic Institute in September 1993. She holds a Fellow Membership of CPA Australia (FCPA) and a Fellow Membership of the Association of International Accountants U.K. (FAIA). She is also a Member of the Chartered Institute of Management Accountants (CIMA), a Senior Member of the International Financial Management (SIFM) accredited by the Ministry of Human Resources and Social Security of PRC, and a Certified Internal Control Professional, as granted by Internal Control Institute (ICI).
Ms. Chen has no family relationships with any of the Company’s directors or executive officers. Ms. Chen has not had any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. As an independent director, Ms. Chen will serve as chair of the audit committee and as a member of the nominating and governance and compensation committees of the board.
Mr. Chen will serve under a Director Service Agreement dated October 3, 2023 (the “Agreement”). Under the Agreement Mr. Chen will receive a stipend of $1,500 per month for each month and stock options having a value of $12,000, to be determined by reference to the closing price of Company’s stock on October 3, 2023. The Agreement, which is filed herewith as Exhibit 10.1, contains additional terms and should be reviewed in its entirety for additional information.
Appointment of Zhixiang Gao to the Board of Directors
On October 2, 2023, our Board of directors appointed Zhixiang Gao to serve as a new member of our Board of Directors and chairman of the Nominating Committee of the Board of Directors. Our Board has determined that Mr. Gao qualifies as an “Independent Director” within the meaning of Nasdaq Rule 5605. Mr. Gao has served as the Deputy General Manager of Xi’an Shiyuan Logistics Service Company Ltd. since February 2022. Mr. Gao served as the General Manager of Qixia (Xi’an) Technology Company Ltd. from January 2019 to February 2022. Mr. Gao served as the Associate Dean of Information Engineering at the Technology Research Institute of Shaanxi Normal University from January 2019 to February 2022. From July 2017 to December 2018, Mr. Gao worked for Eurasia University in Xi’an to take charge of the preparation work of the audit department and the improvement of the internal control system. From February 2009 to July 2017, Mr. Gao served as the General Manager of Logistics Group of Eurasia University in Xi’an. From May 2006 to July 2017, Mr. Gao served as the Director of the Procurement Department of Eurasia University in Xi’an. Mr. Gao served as the Chief of Finance of Sichuan Tianyi College from May 2004 to May 2005 and as the Finance Supervisor of Xi’an Oriental Hotel from July 1994 to July 2003.
Mr. Gao received a Master of Business Administration degree from Northwestern Polytechnical University, Xi’an, China in December 2015. He received a Bachelor of Economics and Management degree from Army and Communication College of Xi’an, China in September 2007. Mr. Gao graduated from Shaanxi Tourism Institute, a technical secondary school, with a major in Foreign-related Financial Administration in September 1994.
Mr. Gao has no family relationships with any of the Company’s directors or executive officers. Mr. Gao has not had any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. As an independent director, Mr. Gao will serve as chair of the nominating and governance committee and as a member of the audit and compensation committees of the board.
Mr. Gao will serve under a Director Service Agreement dated October 3, 2023 (the “Agreement”). Under the Agreement Mr. Chen will receive a stipend of $1,000 per month for each month and stock options having a value of $12,000, to be determined by reference to the closing price of Company’s stock on October 3, 2023. The Agreement, which is filed herewith as Exhibit 10.2, contains additional terms and should be reviewed in its entirety for additional information.
Stock Issuances under 2022 Equity Incentive Plan
On October 2, 2023, the Company issued a total of 1,550,000 ordinary shares to employees and consultants under its 2022 Equity Incentive Plan. Included in these issuances were 100,000 ordinary shares issued as compensation to the Company’s Chief Executive Officer, Yongwei Hu. The shares issued to Mr. Hu will vest in six (6) months.
Exhibits
The following exhibits are included in this Form 6-K:
| Exhibit No. | Description of Exhibit | |
| 10.1 | Director Service Agreement with Jing Chen | |
| 10.2 | Director Service Agreement with Zhixiang Gao |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: October 5, 2023 | Bon Natural Life Limited | |
| By: | /s/ Yongwei Hu | |
| Yongwei Hu | ||
| Chairman and Chief Executive Officer | ||
Exhibit 10.1
BON NATURAL LIFE LIMITED
DIRECTOR SERVICE AGREEMENT
This Director Service Agreement (the “Agreement”) is made and entered into as of October 3, 2023, by and between Bon Natural Life Limited, a Cayman Islands corporation (the “Company”), and Jing Chen, an individual (the “Director”).
I. SERVICES
A. Service on the Board of Directors. The Director has been appointed as an Independent Director of the Company’s Board of Directors (the “Board”), and chairman of the Audit Committee of the Board of Directors, with her service to commence upon the date of this Agreement (the “Effective Date”), and to continue until the earlier of the date on which Director ceases to be a member of the Board for any reason or the date of termination of this Agreement in accordance with this Section V(B) hereof (such earlier date being the “Expiration Date”). The Board shall consist of the Director and such other members as nominated and elected pursuant to the then current Memorandum and Articles of Association of the Company (the “Articles”).
B. Director Services. Director’s services to the Company hereunder shall include service as a member of the Board to direct the business of the Company in accordance with applicable law and the then current Articles. Director shall devote such time and attention to the business and affairs of the Company as is necessary to perform her duties as a Director in a faithful and competent manner. Director shall comply with all laws, rules, and regulations applicable to the Company and its business. Director shall further comply with all policies and codes of conduct which the Company shall reasonably determine are necessary for the proper functioning of its business (collectively, the “Director Services”).
II. COMPENSATION
A. Expense Reimbursement. The Company shall reimburse Director for all reasonable travel and other out-of-pocket expenses incurred in connection with the Director Services rendered by Director.
B. Cash Fees to Director. The Company agrees to pay Director a fee of $1,500 per month for each month of service as a Director. In the event Director ceases to be a member of the Board on a day other than the last day of a calendar month, the Director shall be paid the pro rata portion of the monthly fee for her final month of service.
C. Stock Options. Immediately upon the Effective Date, the Company will grant to the Director options to purchase Ordinary Shares of the Company, par value $0.0001 per share, at an exercise price of $0.01 per share. The stock options issued to the Director shall have a value of $12,000, to be determined by reference to the closing price of Company’s stock on October 3, 2023. If, at the time such stock options are granted to the Director, the Company has adopted an equity incentive plan, the options shall be issued pursuant to the plan and shall be subject to the terms and conditions of the plan. The options shall vest and become exercisable by the Director in equal monthly installments over the course of the Director’s initial year of service. In the event that the Director ceases to be a member of the Board prior to the end of one year of service, all unvested stock options awarded hereunder shall be forfeit.
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D. Director and Officer Liability Insurance. The Company’s proposed director and officer liability insurance policy shall provide Director with coverage for damages and losses incurred in connection with the Director Services.
III. DUTIES OF DIRECTOR
A. Fiduciary Duties. In fulfilling her responsibilities, Director shall be charged with a fiduciary duty to the Company and all of its shareholders. Director shall be attentive and inform himself of all material facts regarding a decision before taking action. In addition, Director’s actions shall be motivated solely by the best interests of the Company and its shareholders.
B. Confidentiality. During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director shall maintain in strict confidence all information he has obtained or shall obtain from the Company which the Company has designated as “confidential” or which is, by its nature confidential, relating to the Company’s business, operations, properties, assets, services, condition (financial or otherwise), liabilities, employee relations, customers, suppliers, prospects, technology, or trade secrets, except to the extent such information (i) is in the public domain through no act or omission of the Company, or (ii) is required to be disclosed by law or a valid order by a court or other governmental body (the “Confidential Information”).
C. Nondisclosure and Nonuse Obligations. Director will use the Confidential Information solely to perform the Director Services for the benefit of the Company. Director will treat all Confidential Information of the Company with the same degree of care as Director treats her own Confidential Information, and Director will use her best efforts to protect the Confidential Information. Director will not use the Confidential Information for her own benefit or the benefit of any other person or entity, except as may be specifically permitted in this Agreement. Director will immediately give notice to the Company of any unauthorized use or disclosure by or through him, or of which he becomes aware, of the Confidential Information. Director agrees to assist the Company in remedying any such unauthorized use or disclosure of the Confidential Information.
D. Return of the Company Property. All materials furnished to Director by the Company, whether delivered to Director by the Company or made by Director in the performance of Director Services under this Agreement (the “Company Property”) are the sole and exclusive property of the Company. Director agrees to promptly deliver the original and any copies of the Company Property to the Company at any time upon the Company’s request. Upon termination of this Agreement by either party for any reason, Director agrees to promptly deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company Property. Director agrees to certify in writing that Director has so returned or destroyed all such the Company Property.
IV. COVENANTS OF DIRECTOR
A. No Conflict of Interest. For so long as Director is a member of the Board, Director shall not be employed by, own, manage, control or participate in the ownership, management, operation or control of any business entity that is competitive with the Company or otherwise undertake any obligation inconsistent with the terms hereof, provided that Director may continue Director’s current affiliations or other current relationships in existence on the date of this Agreement (collectively, the “Current Affiliations”). For a period of one (1) year after the Expiration Date, Director shall not be employed by, operate, or manage any business entity that is competitive with the Company. This Agreement is subject to the current terms and agreements governing Director’s relationship with the Current Affiliations, and nothing in this Agreement is intended to be or will be construed to inhibit or limit any of Director’s obligations to the Current Affiliations. Director represents that nothing in this Agreement conflicts with Director’s obligations to the Current Affiliations. A business entity shall be deemed to be “competitive with the Company” for purpose of this Article IV only if and to the extent it engages in a business substantially similar to the Company’s natural products and ingredients businesses.
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B. Noninterference with Business. During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director agrees not to interfere with the business of the Company in any manner. By way of example and not of limitation, Director agrees not to solicit or induce any employee, independent contractor, customer, or supplier of the Company to terminate or breach his or her employment, contractual or other relationship with the Company.
C. Mutual Non-Disparagement. Director and the Company mutually agree to forbear from making, causing to be made, publishing, ratifying, or endorsing any and all disparaging remarks, derogatory statements or comments made to any party with respect to either of them. Further, the parties hereto agree to forbear from making any public or non-confidential statement with respect to any claim or complain against either party without the mutual consent of each of them, to be given in advance of any such statement.
V. TERM AND TERMINATION
A. Term. This Agreement is effective on the Effective Date and will continue for one year. Upon expiration of this Agreement, Agreement renewal should be based on negotiations between the Company and Director.
B. Termination. This Agreement, and the Director’s service as a member of the Board, shall terminate:
| 1. | at any time upon thirty (30) days prior written notice by the Director of her resignation; | |
| 2. | upon the close of any shareholder’s meeting for the election of directors, if the Director is not re-elected to the Board by the Company’s shareholders at such meeting; | |
| 3. | upon removal of the Director by Ordinary Resolution as provided in the Articles; | |
| 4. | automatically if, at any time, the Director becomes disqualified under the terms of the Articles; or | |
| 5. | upon a determination by a majority of the Board (not including the Director), that: |
| ● | the Director has committed a breach a of any of Director’s obligations under this Agreement; |
| ● | the Director is or has become prohibited by any law, regulation, or rule applicable to the Company from serving as a member of the Board; |
| ● | the Director has become unable to perform his duties under this Agreement due to health reasons, disability, or being of unsound mind, unless the Company can accommodate the Director’s health impairment or disability without the Company incurring undue hardship; |
| ● | the Director is guilty of any serious misconduct or serious neglect in the discharge of the Director’s duties hereunder; |
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| ● | the Director’s actions or omissions bring the name or reputation of the Company, or any of Company’s affiliates, subsidiaries, or parent (each a “Group Member”) into serious disrepute or prejudices the business interests of the Company or any Group Member; or |
| ● | the Director is charged or convicted of any criminal offence other than an offence which, in the reasonable opinion of the Board, does not affect the Director’s position as a director (bearing in mind the nature of the duties in which the Director is engaged and the capacities in which the Director is engaged). |
C. Survival. The rights and obligations contained in Articles III and IV will survive any termination or expiration of this Agreement.
VI. MISCELLANEOUS
A. Assignment. Except as expressly permitted by this Agreement, neither party shall assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and assigns.
B. No Waiver. The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.
C. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth below or such other address as either party may specify in writing.
To the Company:
Mr. Yongwei Hu, Chairman & CEO
C601,Gazelle Valley,No.69 Jinye Road, Xi’an Hi-tech Zone
Xi’an, Shaanxi Province, China 710077
To Director:
Jing Chen
[ ]
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D. Governing Law. This Agreement shall be governed in all respects by the laws of the Cayman Islands, without regard to conflicts of law principles thereof.
E. Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
F. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Director Services undertaken by Director for the Company
G. Amendments. This Agreement may only be amended, modified, or changed by an agreement signed by the Company and Director. The terms contained herein may not be altered, supplemented, or interpreted by any course of dealing or practices.
H. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| Company: | Bon Natural Life Limited | |
| By: | ||
| Name: | Yongwei Hu | |
| Title: | Chairman & CEO | |
| Independent Director: | ||
| Name: | Jing Chen | |
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Exhibit 10.2
BON NATURAL LIFE LIMITED
DIRECTOR SERVICE AGREEMENT
This Director Service Agreement (the “Agreement”) is made and entered into as of October 3, 2023, by and between Bon Natural Life Limited, a Cayman Islands corporation (the “Company”), and Zhixiang Gao, an individual (the “Director”).
I. SERVICES
A. Service on the Board of Directors. The Director has been appointed as an Independent Director of the Company’s Board of Directors (the “Board”), and chairman of the Nominating Committee of the Board of Directors, with his service to commence upon the date of this Agreement (the “Effective Date”), and to continue until the earlier of the date on which Director ceases to be a member of the Board for any reason or the date of termination of this Agreement in accordance with this Section V(B) hereof (such earlier date being the “Expiration Date”). The Board shall consist of the Director and such other members as nominated and elected pursuant to the then current Memorandum and Articles of Association of the Company (the “Articles”).
B. Director Services. Director’s services to the Company hereunder shall include service as a member of the Board to direct the business of the Company in accordance with applicable law and the then current Articles. Director shall devote such time and attention to the business and affairs of the Company as is necessary to perform his duties as a Director in a faithful and competent manner. Director shall comply with all laws, rules, and regulations applicable to the Company and its business. Director shall further comply with all policies and codes of conduct which the Company shall reasonably determine are necessary for the proper functioning of its business (collectively, the “Director Services”).
II. COMPENSATION
A. Expense Reimbursement. The Company shall reimburse Director for all reasonable travel and other out-of-pocket expenses incurred in connection with the Director Services rendered by Director.
B. Cash Fees to Director. The Company agrees to pay Director a fee of $1,000 per month for each month of service as a Director. In the event Director ceases to be a member of the Board on a day other than the last day of a calendar month, the Director shall be paid the pro rata portion of the monthly fee for his final month of service.
C. Stock Options. Immediately upon the Effective Date, the Company will grant to the Director options to purchase Ordinary Shares of the Company, par value $0.0001 per share, at an exercise price of $0.01 per share. The stock options issued to the Director shall have a value of $12,000, to be determined by reference to the closing price of Company’s stock on October 3, 2023. If, at the time such stock options are granted to the Director, the Company has adopted an equity incentive plan, the options shall be issued pursuant to the plan and shall be subject to the terms and conditions of the plan. The options shall vest and become exercisable by the Director in equal monthly installments over the course of the Director’s initial year of service. In the event that the Director ceases to be a member of the Board prior to the end of one year of service, all unvested stock options awarded hereunder shall be forfeit.
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D. Director and Officer Liability Insurance. The Company’s proposed director and officer liability insurance policy shall provide Director with coverage for damages and losses incurred in connection with the Director Services.
III. DUTIES OF DIRECTOR
A. Fiduciary Duties. In fulfilling his responsibilities, Director shall be charged with a fiduciary duty to the Company and all of its shareholders. Director shall be attentive and inform himself of all material facts regarding a decision before taking action. In addition, Director’s actions shall be motivated solely by the best interests of the Company and its shareholders.
B. Confidentiality. During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director shall maintain in strict confidence all information he has obtained or shall obtain from the Company which the Company has designated as “confidential” or which is, by its nature confidential, relating to the Company’s business, operations, properties, assets, services, condition (financial or otherwise), liabilities, employee relations, customers, suppliers, prospects, technology, or trade secrets, except to the extent such information (i) is in the public domain through no act or omission of the Company, or (ii) is required to be disclosed by law or a valid order by a court or other governmental body (the “Confidential Information”).
C. Nondisclosure and Nonuse Obligations. Director will use the Confidential Information solely to perform the Director Services for the benefit of the Company. Director will treat all Confidential Information of the Company with the same degree of care as Director treats his own Confidential Information, and Director will use his best efforts to protect the Confidential Information. Director will not use the Confidential Information for his own benefit or the benefit of any other person or entity, except as may be specifically permitted in this Agreement. Director will immediately give notice to the Company of any unauthorized use or disclosure by or through him, or of which he becomes aware, of the Confidential Information. Director agrees to assist the Company in remedying any such unauthorized use or disclosure of the Confidential Information.
D. Return of the Company Property. All materials furnished to Director by the Company, whether delivered to Director by the Company or made by Director in the performance of Director Services under this Agreement (the “Company Property”) are the sole and exclusive property of the Company. Director agrees to promptly deliver the original and any copies of the Company Property to the Company at any time upon the Company’s request. Upon termination of this Agreement by either party for any reason, Director agrees to promptly deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company Property. Director agrees to certify in writing that Director has so returned or destroyed all such the Company Property.
IV. COVENANTS OF DIRECTOR
A. No Conflict of Interest. For so long as Director is a member of the Board, Director shall not be employed by, own, manage, control or participate in the ownership, management, operation or control of any business entity that is competitive with the Company or otherwise undertake any obligation inconsistent with the terms hereof, provided that Director may continue Director’s current affiliations or other current relationships in existence on the date of this Agreement (collectively, the “Current Affiliations”). For a period of one (1) year after the Expiration Date, Director shall not be employed by, operate, or manage any business entity that is competitive with the Company. This Agreement is subject to the current terms and agreements governing Director’s relationship with the Current Affiliations, and nothing in this Agreement is intended to be or will be construed to inhibit or limit any of Director’s obligations to the Current Affiliations. Director represents that nothing in this Agreement conflicts with Director’s obligations to the Current Affiliations. A business entity shall be deemed to be “competitive with the Company” for purpose of this Article IV only if and to the extent it engages in a business substantially similar to the Company’s natural products and ingredients businesses.
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B. Noninterference with Business. During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director agrees not to interfere with the business of the Company in any manner. By way of example and not of limitation, Director agrees not to solicit or induce any employee, independent contractor, customer, or supplier of the Company to terminate or breach his or her employment, contractual or other relationship with the Company.
C. Mutual Non-Disparagement. Director and the Company mutually agree to forbear from making, causing to be made, publishing, ratifying, or endorsing any and all disparaging remarks, derogatory statements or comments made to any party with respect to either of them. Further, the parties hereto agree to forbear from making any public or non-confidential statement with respect to any claim or complain against either party without the mutual consent of each of them, to be given in advance of any such statement.
V. TERM AND TERMINATION
A. Term. This Agreement is effective on the Effective Date and will continue for one year. Upon expiration of this Agreement, Agreement renewal should be based on negotiations between the Company and Director.
B. Termination. This Agreement, and the Director’s service as a member of the Board, shall terminate:
| 1. | at any time upon thirty (30) days prior written notice by the Director of his resignation; | |
| 2. | upon the close of any shareholder’s meeting for the election of directors, if the Director is not re-elected to the Board by the Company’s shareholders at such meeting; | |
| 3. | upon removal of the Director by Ordinary Resolution as provided in the Articles; | |
| 4. | automatically if, at any time, the Director becomes disqualified under the terms of the Articles; or | |
| 5. | upon a determination by a majority of the Board (not including the Director), that: |
| ● | the Director has committed a breach a of any of Director’s obligations under this Agreement; |
| ● | the Director is or has become prohibited by any law, regulation, or rule applicable to the Company from serving as a member of the Board; |
| ● | the Director has become unable to perform his duties under this Agreement due to health reasons, disability, or being of unsound mind, unless the Company can accommodate the Director’s health impairment or disability without the Company incurring undue hardship; |
| ● | the Director is guilty of any serious misconduct or serious neglect in the discharge of the Director’s duties hereunder; |
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| ● | the Director’s actions or omissions bring the name or reputation of the Company, or any of Company’s affiliates, subsidiaries, or parent (each a “Group Member”) into serious disrepute or prejudices the business interests of the Company or any Group Member; or |
| ● | the Director is charged or convicted of any criminal offence other than an offence which, in the reasonable opinion of the Board, does not affect the Director’s position as a director (bearing in mind the nature of the duties in which the Director is engaged and the capacities in which the Director is engaged). |
C. Survival. The rights and obligations contained in Articles III and IV will survive any termination or expiration of this Agreement.
VI. MISCELLANEOUS
A. Assignment. Except as expressly permitted by this Agreement, neither party shall assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and assigns.
B. No Waiver. The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.
C. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth below or such other address as either party may specify in writing.
To the Company:
Mr. Yongwei Hu, Chairman & CEO
C601, Gazelle Valley, No.69 Jinye Road, Xi’an Hi-tech Zone
Xi’an, Shaanxi Province, China 710077
To Director:
Zhixiang Gao
Taoyuan Garden, Dianzi Street, Yanta District
Xi’an, Shaanxi Province, China
D. Governing Law. This Agreement shall be governed in all respects by the laws of the Cayman Islands, without regard to conflicts of law principles thereof.
E. Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
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F. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Director Services undertaken by Director for the Company
G. Amendments. This Agreement may only be amended, modified, or changed by an agreement signed by the Company and Director. The terms contained herein may not be altered, supplemented, or interpreted by any course of dealing or practices.
H. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| Company: | Bon Natural Life Limited | |
| By: | ||
| Name: | Yongwei Hu | |
| Title: | Chairman & CEO | |
| Independent Director: | ||
| Name: Zhixiang Gao | ||
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