AND EXCHANGE COMMISSION
OF FOREIGN PRIVATE ISSUER
TO RULE 13a-16 OR 15d-16 OF THE
EXCHANGE ACT OF 1934
the month of November 2023
File Number 001-40517
NATURAL LIFE LIMITED
of registrant’s name into English)
Room 601, Block C, Gazelle Valley, No.69,
High-Tech Zone, Xi’an, Shaanxi, China
Republic of China
of principal executive offices)
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
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
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.
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
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.
November 22, 2023, our Board of Directors adopted the Incentive Compensation Recovery Policy furnished herewith as Exhibit 99.1. The
Policy is intended to comply with Rule 10D-1 under the Exchange Act and Nasdaq Listing Rule 5608.
following exhibits are included in this Form 6-K:
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.
November 28, 2023
Natural Life Limited
and Chief Executive Officer
Natural Life Limited
Compensation Recovery Policy
Date: November 22, 2023
The purpose of the Bon Natural Life Limited Incentive Compensation Recovery Policy (this
“Policy”) is to provide for the recovery of certain Incentive-Based Compensation
in the event of an Accounting Restatement. This Policy is intended to comply with, and to
be administered and interpreted consistent with, Section 10D of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under
the Exchange Act (“Rule 10D-1”), and Listing Rule 5608 adopted by the
Nasdaq Stock Market LLC (“Nasdaq”) (the “Listing Standards”).
Unless otherwise defined in this Policy, capitalized terms shall have the meanings set forth
in the Appendix attached hereto.
for Recovery of Erroneously Awarded Compensation. In the event of an Accounting Restatement,
it is the Company’s policy to recover reasonably promptly the amount of any Erroneously
Awarded Compensation Received during the Recovery Period.
of Policy. This Policy applies to Incentive-Based Compensation Received by an Executive
Officer (i) on or after October 2, 2023 and after such individual began service as an Executive
Officer, (ii) if that person served as an Executive Officer at any time during the performance
period for the Incentive-Based Compensation, and (iii) while the Company had a listed class
of securities on a national securities exchange.
Policy shall be administered by the Compensation Committee, except that the Board may determine
to act as the administrator or designate another committee of the Board to act as the administrator
with respect to any portion of this Policy other than Section 4(c) (the “Administrator”).
The Administrator is authorized to interpret and construe this Policy and to make all determinations
necessary, appropriate, or advisable for the administration of this Policy.
Company is authorized to take appropriate steps to implement this Policy and may effect recovery
hereunder by: (i) requiring payment to the Company, (ii) set-off, (iii) reducing compensation,
or (iv) such other means or combination of means as the Administrator determines to be appropriate.
Company need not recover Erroneously Awarded Compensation if and to the extent that the Compensation
Committee or a majority of the independent members of the Board determines that such recovery
is impracticable and not required under Rule 10D-1 and the Listing Standards, including if
the Compensation Committee or a majority of the independent members of the Board determines
that: (i) the direct expense paid to a third party to assist in enforcing this Policy would
exceed the amount to be recovered after making a reasonable attempt to recover, (ii) recovery
would violate home country law adopted prior to November 28, 2022, after obtaining the opinion
of home country counsel, or (iii) recovery would likely cause an otherwise tax-qualified
broad-based retirement plan to fail the requirements of Section 401(a)(13) or Section 411(a)
of the Internal Revenue Code of 1986, as amended, and regulations thereunder.
Administrator may require each Executive Officer to sign and return to the Company an Acknowledgment
Form substantially in the form attached to this Policy as Exhibit A or in such other
form determined by the Administrator, pursuant to which the Executive Officer agrees to be
bound by, and comply with, the terms of this Policy.
determinations made by the Administrator under this Policy shall be final and binding on
all affected individuals and need not be uniform among affected individuals.
|Other Recovery Rights; Company Claims. Any right
of recovery pursuant to this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available
to the Company under applicable law or pursuant to the terms of any compensation recovery policy in any employment agreement, plan or
award agreement, or pursuant to the terms of any other compensation recovery policy of the Company. Nothing contained in this Policy
and no recovery hereunder shall limit any claims, damages, or other legal remedies the Company may have against an individual arising
out of or resulting from any actions or omissions by such individual.
|Reporting and Disclosure. The Company shall file
all disclosures with respect to this Policy in accordance with the requirements of federal securities laws.
|Indemnification Prohibition. Notwithstanding
the terms of any indemnification or insurance policy or any contractual arrangement that may be interpreted to the contrary, the Company
shall not indemnify any Executive Officer with respect to amount(s) recovered under this Policy or claims relating to the enforcement
of this Policy, including any payment or reimbursement for the cost of third-party insurance purchased by such Executive Officer to fund
potential clawback obligations hereunder.
|Amendment; Termination. The Board or the Compensation
Committee may amend or terminate this Policy from time to time in its discretion as it deems appropriate and shall amend this policy
as it deems necessary to comply with applicable law or any rules or standards adopted by a national securities exchange on which the
Company’s securities are listed; provided, however, that no amendment or termination of this Policy shall be effective to the extent
it would cause the Company to violate any federal securities laws, Securities and Exchange Commission rule or the rules or standards
of any national securities exchange on which the Company’s securities are listed.
|Successors. This Policy shall be binding and
enforceable against all individuals who are or were Executive Officers and their beneficiaries, heirs, executors, administrators, or
other legal representatives.
|Effective Date. This Policy was approved on November
22, 2023 and is effective only for Incentive-Based Compensation Received on or after October 2, 2023.
For purposes of this Policy, the following terms shall have the meanings set forth below:
Restatement” means an accounting restatement of the Company’s financial statements due to the Company’s material
noncompliance with any financial reporting requirement under the securities laws, including any accounting restatement required to correct
an error in previously issued financial statements that is material to the previously issued financial statements, or that would result
in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
has the meaning set forth in Section 4(a) hereof.
means the Company’s Board of Directors.
means Bon Natural Life Limited an exempted company incorporated under the laws of Cayman Islands, and its affiliates.
Committee” means the Compensation Committee of the Board.
Awarded Compensation” means the amount, as determined by the Administrator, of Incentive-Based Compensation received by an
Executive Officer that exceeds the amount of Incentive-Based Compensation that would have been received by the Executive Officer had
it been determined based on the restated amounts. For Incentive-Based Compensation based on stock price or total shareholder return (“TSR”)
the Administrator will determine the amount based on a reasonable estimate of the effect of the Accounting Restatement on the stock price
or TSR upon which the Incentive-Based Compensation was received, and the Company will maintain documentation of the determination of
that reasonable estimate and provide the documentation to Nasdaq. In all cases, the amount to be recovered will be calculated without
regard to any taxes paid by the Executive Officer with respect of the Erroneously Awarded Compensation.
Officers” means the Company’s current and former executive officers as determined by the Administrator in accordance
with Rule 10D-1 and the Listing Standards. Generally, Executive Officers include any executive officer designated by the Board as an
“officer” under Rule 16a-1(f) under the Exchange Act.
Reporting Measure” means (i) any measure that is determined and presented in accordance with the accounting principles used
in preparing the Company’s financial statements and any measure derived wholly or in part from such a measure, and (ii) any measure
based wholly or in part on the Company’s stock price or total shareholder return. A Financial Reporting Measure need not be presented
within the Company’s financial statements or included in a filing with the Securities and Exchange Commission.
Compensation” means any compensation granted, earned, or vested based in whole or in part on the Company’s attainment
of a Financial Reporting Measure. Incentive-Based Compensation is deemed to be “Received” for purposes of this Policy
in the fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even
if the payment or grant of such Incentive-Based Compensation occurs after the end of that period.
Period” means the three completed fiscal years immediately preceding the date that the Company is required to prepare the applicable
Accounting Restatement and any “transition period” as described under Rule 10D-1 and the Listing Standards. For purposes
of this Policy, the “date that the Company is required to prepare the applicable Accounting Restatement” is the earlier
to occur of (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action
if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting
Restatement, or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.
Natural Life Limited
Incentive Compensation Recovery Policy
the undersigned, acknowledge and affirm that I have received and reviewed a copy of the Bon Natural Life Limited Incentive Compensation
Recovery Policy, and agree that: (i) I am and will continue to be subject to the Bon Natural Life Limited Incentive Compensation Recovery
Policy, as amended from time to time (the “Policy”), (ii) the Policy will apply to me both during and after my employment
with the Company, and (iii) I will abide by the terms of the Policy, including, without limitation, by promptly returning any Erroneously
Awarded Compensation to the Company to the extent required by, and in a manner determined by the Administrator and permitted by, the
Policy. In the event of any inconsistency between the Policy and the terms of any employment agreement or offer letter to which I am
a party, or the terms of any compensation plan, program, or agreement under which any compensation has been granted, awarded, earned
or paid, the terms of the Policy shall govern.
terms used but not otherwise defined in this Acknowledgement Form shall have the meanings ascribed to such terms in the Policy.
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