Exhibit 99.1
Bon Natural Life Limited
Registered Company No 358246
(the Company)
NOTICE OF EXTRAODINARY GENERAL MEETING
Notice 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 of the Company:
Ordinary Resolutions
1. | “THAT, 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).” |
2. | “THAT, as an ordinary resolution, 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. | “THAT, as an ordinary resolution, (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
“THAT, 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.”
A copy of the Bon Natural life Limited 2022 Equity Incentive Plan and Restated M&A are attached herewith to this notice.
All 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 |
Proxies
A member entitled to attend and vote at the meeting may appoint a proxy.
A blank proxy form is attached. Please consider carefully the conditions attaching to appointment of a proxy.
A 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).
A proxy form in electronic copy must be delivered to bonnatural@appchem.cn.
Please see the conditions attaching to the appointment of a proxy for the time of such delivery.
Proxy instructions
What happens if you do not follow these instructions?
1 | If you do not follow these instructions, any instrument you make appointing a proxy will be invalid. |
Eligible members
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 28 October 2022, 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. |
If you complete a proxy form, can you still attend and vote at the meeting?
4 | Completion of the proxy form does not preclude a member from subsequently attending and voting at the meeting in person if he or she so wishes. |
Multiple proxies
5 | If you are a member entitled to cast two or more votes at the meeting, you may appoint two proxies and may specify the proportion of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy is deemed to exercise half of your votes. |
Joint shareholders
6 | In the case of jointly held shares, if more than one joint holder purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. For this purpose, seniority will be determined by the order in which the names of the joint holders appear in the register of members (the first-named being the most senior). |
How to appoint a proxy
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. |
Delivery of proxy form to Company
9 | For an appointment of a proxy to be effective, the following documents must be received by the Company before the time for the holding of the meeting or adjourned meeting at which the proxy proposes to vote: |
(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. |
10 | Those documents may be delivered in either of the following ways: |
(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. |
11 | If a poll is to take place within 24 hours after it has been demanded then, in addition to the ways specified in the preceding paragraph, the documents may be delivered to the chairperson or to the Company secretary or to any director at the meeting at which the poll was demanded. |
Bon Natural Life Limited
Registered Company No 358246
(The Company)
Proxy Form
I/We1 | _________________________________________________________________ |
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 | _________________________________________________________________ |
at 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.
Please 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). | ☐ | ☐ | ☐ |
1 Full name(s) and address(es) to be inserted in block letters.
2 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. |
Dated _________ 2022
Executed by: | |
Signature of shareholder |
Name of Authorised Officer/Attorney: ________________________3
3 To be completed if the shareholder is a corporation – please insert name of authorised officer/attorney signing on behalf of the corporate shareholder.
Appendix 1
Bon Natural Life Limited 2022 Equity Incentive Plan
Appendix 2
Amended and Restated Memorandum and Articles of Association