United States securities and exchange commission logo
May 1, 2023
Wallace Lee
Chief Financial Officer
Bon Natural Life Limited
25F, Rongcheng Yungu
Keji 3rd Road
Xi'an Hi-Tech Zone
Xi'an, China
Re: Bon Natural Life
Limited
Form 20-F for the
Fiscal Year Ended September 30, 2022
Filed February 10,
2023
File No. 001-40517
Dear Wallace Lee:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended September 30, 2022
Part I, Item 3. Key Information, page 2
1. At the onset of Part I,
Item 3 disclose prominently that you are not a Chinese operating
company but a Cayman
Islands holding company with operations conducted by your
subsidiaries based in
China and that this structure involves unique risks to investors.
Provide a
cross-reference to your detailed discussion of risks facing the company and the
offering as a result of
this structure.
2. Please provide
prominent disclosure about the legal and operational risks associated with
being based in or
having the majority of the company s operations in China. Your
disclosure should make
clear whether these risks could result in a material change in your
operations and/or the
value of your securities or could significantly limit or completely
Wallace Lee
FirstName
Bon NaturalLastNameWallace Lee
Life Limited
Comapany
May 1, 2023NameBon Natural Life Limited
May 1,
Page 2 2023 Page 2
FirstName LastName
hinder your ability to offer or continue to offer securities to
investors and cause the value
of such securities to significantly decline or be worthless. Your
disclosure should address
how recent statements and regulatory actions by China s government,
such as those
related to data security or anti-monopoly concerns, have or may impact
the company s
ability to conduct its business, accept foreign investments, or list
on a U.S. or other
foreign exchange.
3. Please disclose whether your auditor is subject to the determinations
announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign
Companies
Accountable Act and related regulations will affect your company.
Disclose that the
HFCAA timeline for a potential trading prohibition was shortened from
three years to two
years, as part of the "Consolidated Appropriations Act, 2023," signed
into law on
December 29, 2022. Also, revise your risk factor disclosure on page 17
to explain the
shortened timeframe.
4. Please provide a clear description of how cash is transferred through
your organization.
Disclose your intentions to distribute earnings. Quantify any cash
flows and transfers of
other assets by type that have occurred between the holding company
and its subsidiaries,
and direction of transfer. Quantify any dividends or distributions
that a subsidiary have
made to the holding company and which entity made such transfer, and
their tax
consequences. Similarly quantify dividends or distributions made to
U.S. investors, the
source, and their tax consequences. Your disclosure should make clear
if no transfers,
dividends, or distributions have been made to date. Describe any
restrictions on foreign
exchange and your ability to transfer cash between entities, across
borders, and to U.S.
investors. Describe any restrictions and limitations on your ability
to distribute earnings
from the company, including your subsidiaries, to the parent company
and U.S. investors.
5. Disclose each permission or approval that you or your subsidiaries are
required to obtain
from Chinese authorities to operate your business and to offer
securities to foreign
investors. State whether you or your subsidiaries are covered by
permissions requirements
from the China Securities Regulatory Commission (CSRC), Cyberspace
Administration of
China (CAC) or any other governmental agency that is required to
approve your
operations, and state affirmatively whether you have received all
requisite permissions or
approvals and whether any permissions or approvals have been denied.
Please also
describe the consequences to you and your investors if you or your
subsidiaries: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such
permissions or approvals are not required, or (iii) applicable laws,
regulations, or
interpretations change and you are required to obtain such permissions
or approvals in the
future.
Item 3. Key Information, D. Risk Factors, page 3
6. At the onset of your risk factor discussion, please add a risk factor
that addresses your
corporate structure and being based in or having the majority of the
company s operations
in China. Discuss the risks it poses to investors. In particular,
describe the significant
Wallace Lee
FirstName
Bon NaturalLastNameWallace Lee
Life Limited
Comapany
May 1, 2023NameBon Natural Life Limited
May 1,
Page 3 2023 Page 3
FirstName LastName
regulatory, liquidity, and enforcement risks. For example,
specifically discuss risks arising
from the legal system in China, including risks and uncertainties
regarding the
enforcement of laws and that rules and regulations in China can change
quickly with little
advance notice; and the risk that the Chinese government may intervene
or influence your
operations at any time, or may exert more control over offerings
conducted overseas
and/or foreign investment in China-based issuers, which could result
in a material change
in your operations and/or the value of your securities. Acknowledge
any risks that any
actions by the Chinese government to exert more oversight and control
over offerings that
are conducted overseas and/or foreign investment in China-based
issuers could
significantly limit or completely hinder your ability to offer or
continue to offer securities
to investors and cause the value of your securities to significantly
decline or be worthless.
Item 15. Controls and Procedures
A. Disclosure Controls and Procedures , page 102
7. Item 15(a) of Form 20-F requires you to disclose the conclusions of
your principal
executive and principal financial officers, or persons performing
similar functions,
regarding the effectiveness of your disclosure controls and
procedures. Please note that
disclosure controls and procedures and internal control over financial
reporting require
two separate and distinct assessments and conclusions. Please amend
the filing to include
management s assessment of the effectiveness of disclosure controls
and procedures as of
September 30, 2022 as required by Item 15(a) of Form 20-F.
B. Management's Annual Report on Internal Control Over Financial Reporting,
page 102
8. You state this annual report does not include a report of management
s assessment
regarding internal control over financial reporting due to the
transition period established
by rules of the SEC for newly public companies. However, we note that
you filed an
annual report on Form 20-F for the year ended September 30, 2021
pursuant to Section
13(a) or 15(d) of the Exchange Act. Please amend your filing to
include management s
report on internal control over financial reporting for the year ended
September 30, 2022.
Refer to Item 15(b) and Instruction 1 to Item 15 of Form 20-F.
Exhibits
9. Your certifications filed as Exhibit 31.1 and 31.2 appear to include
modifications from the
standard language, including paragraph 4(d). In the amended filing and
other future
filings, please revise these certifications to include the exact
language as provided in
Exhibit Instruction 12 to Form 20-F.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Wallace Lee
Bon Natural Life Limited
May 1, 2023
Page 4
You may contact Gary Newberry at (202) 551-3761 or Tara Harkins,
Reviewing
Accountant at (202) 551-3639 if you have questions regarding comments on the
financial
statements and related matters. Please contact Arzhang Navai at (202) 551-4676
or Joe McCann,
Legal Branch Chief, at (202) 551-6262 with any other questions.
FirstName LastNameWallace Lee Sincerely,
Comapany NameBon Natural Life Limited
Division of
Corporation Finance
May 1, 2023 Page 4 Office of Life
Sciences
FirstName LastName