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 May 2024
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.
On
May 8, 2024, our operating subsidiary Xi’an App-Chem Bio (Tech) Co., Ltd. (“App-Chem”), entered into a Brand
Authorization Agreement (the “Agreement”) with Guangdong JUWO Trading Co., Ltd. (“JUWO”). Under the Agreement,
the Company and JUWO have agreed to strategic cooperation regarding the construction and development of marketing and supply chain systems
for liquor distribution and sales, liquor branding, and functional liquor and hangover relief products in mainland China. JUWO, which
specializes in the commercial marketing of Moutai-flavored liquor in mainland China, has more than 10-years’ experience in the
liquor commercial distribution market. JUWO’s team has successfully created a variety of Moutai-flavor liquor brands and holds
abundant channel distribution resources in the online and offline in liquor market in China.
JUWO
and the Company intend to cooperate in jointly creating high-quality health alcoholic and related products that combine traditional Chinese
culture and modern technology by utilizing the brand influence of App-Chem in the industry and JUWO’s advantages in marketing and
distribution channels in the liquor market.
Under
the Agreement, App-Chem has granted JUWO a non-exclusive right to use the trademark “Jiangwang and App-Chem Co-Branding”
for alcoholic health products. JUWO will be responsible for using its distribution channel resources in the online and offline liquor
market in China to promote App-Chem’s sales of alcoholic health products. The Agreement will run for a term of two (2) years, which
may be extended by mutual agreement. The Agreement, which is filed herewith as Exhibit 10.1, should be reviewed in its entirety for additional
information.
Exhibits
The
following exhibits are included in this Form 6-K:
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:
May 14, 2024 |
Bon
Natural Life Limited |
| |
|
|
| |
By: |
/s/
Yongwei Hu |
| |
|
Yongwei
Hu |
| |
|
Chairman
and Chief Executive Officer |
Exhibit 10.1
Brand
Authorization Agreement
Party
A: Xi’an App-Chem Bio (Tech) Co., Ltd.
Party
B: Guangdong JUWO Trading Co., Ltd.
May
8, 2024
At
Shenzhen
This
Agreement is made and entered into by and between the Parties hereto at Shenzhen on May 8, 2024.
Parties:
(1)
App-Chem: Xi’an App-Chem Bio (Tech) Co., Ltd. (hereinafter referred to as “Party A”);
(2)
Project Company: Guangdong JUWO Trading Co., Ltd. (hereinafter referred to as “Party B”);
The
above parties are collectively referred to as the “Parties”, and any of them is referred to as a “Party” respectively.
WHEREAS:
(A) Party
A and Party B have reached the intention of cooperation in accordance with the relevant laws and regulations of the People’s Republic
of China and the negotiations between Party A and Party B on relevant business and resources in the earlier stage.
(B) Based
on the principle of equal consultation and mutual benefit, after consultation, Party A and Party B hereby reach the following cooperation
agreement on promoting relevant cooperation, and the Parties hereto shall abide by and perform this agreement.
Accordingly,
the Parties agree on the terms and conditions of this agreement as follows:
| 1. |
Strategic Cooperation and Authorization of Non-exclusive
Brand Use |
1.1 Party
A and Party B will reach a strategic cooperation regarding the construction and development of marketing and supply chain systems for
liquor distribution and sales, liquor brands, functional liquor and hangover relief products in mainland China.
1.2 Party
A agrees Party B’s non-exclusive use of “Jiangwang and App-Chem Co-Branding” for promotion. Party A will actively support
and assist with Party B’s brand promotion and market strategy. The two Parties shall negotiate separately if Party B needs to use
Party A’s other non-exclusive trademarks, brands and commercial logos in the liquor industry, etc. Party A’s authorization
and cooperation with Party B will be effective for two (2) years, from May 8, 2024 to May 7, 2026. Party B shall not continue to use
the brand of “Jiangwang and App-Chem Co-Branding” in any form after the expiration of this agreement. Otherwise, Party B
shall be liable for infringement of rights. After the expiration, Parties may extend the cooperation period through another agreement
between Parties if both Parties intend to continue the cooperation.
1.2 Party
B will leverage its advantages in channel distribution resources online and offline in liquor market in mainland China to promote App-Chem’s
sales of alcoholic health products, with a view to achieve sales of over RMB100,000,000.00 in both years of 2024 and 2025.
1.3 Parties
will engage in further negotiations for deeper and broader cooperation at the level of product R&D, sales, and strategic cooperation,
including but not limited to cooperation in research and development of a series of healthy liquor products.
1.4 Party
B can only use Party A’s Brand on its products after obtaining Party A’s written consent, provided that all products produced
and sold in each batch shall be reported to Party A.
| 2. | Statement,
Warranties, Commitment and Limitations |
2.1 Party
A warrants that:
(a) Party
A has all the rights and authorization to sign this Agreement, exercise the rights and fulfill the obligations hereunder. This Agreement
shall be legal, valid and binding on Party A upon execution and shall be enforceable in accordance with the terms hereof;
(b) The
execution, delivery and performance of this Agreement by Party A does not violate, and will not violate any law, regulations, any directives
or ordinances of any legislature, governmental authority or regulatory authority applicable to it in the future as of the execution and
closing date of this Agreement.
(c) The
brands, trademarks and logos, etc. authorized by Party A to Party B shall be legally owned by Party A and do not infringe the rights
of any third Party.
2.2 Party
B warrants that:
(a) Party
B shall not use Party A’s brand or related commercial information outside the scope of the cooperation projects defined hereunder,
nor shall it engage in any direct or indirect actions that harm the reputation of Party A;
(b) Party
B has all the rights and authorization to sign this Agreement, exercise the rights and fulfill the obligations hereunder. This Agreement
shall be legal, valid and binding on Party B upon execution and shall be enforceable in accordance with the terms hereof;
(c) The
execution, delivery and performance by Party B of this Agreement does not violate, and will not violate any law, regulations, any directives
or ordinances of any legislature, governmental authority or regulatory authority applicable to it in the future as of the execution and
closing date of this Agreement.
(d) Party
B will not mislead consumers with false propaganda, and it shall not manufacture or sell counterfeit products in the process of using
Party A’s brands, trademarks, logos, etc. Party B will not manufacture, sell, transfer, give away and use any products containing
the same or similar brand logo as Party A’s, without Party A’s written authorization. Party B shall be responsible for compensating
all of Party A’s damages, including but not limited to litigation costs, publicity costs, preservation costs, attorney’s
fees due to Party B’s violation of the Advertising Law of the People’s Republic of China, Food Safety Law of the
People’s Republic of China and other relevant laws and regulations.
(e) Party
B undertakes to ensure that the company operates in a sound and legally compliant manner, and that all business risks, product quality
risks, legal and regulatory risks incurred by Party B shall be fully borne by Party B. Meanwhile, Party B undertakes to indemnify Party
A against any damage to its brand reputation, as well as any other risks and losses incurred by Party B due to its reasons.
2.3 None
of the provisions herein shall be construed to impede either Party (as the non-defaulting Party) from initiating legal proceedings and
obtaining injunctive relief for damages incurred due to the defaulting Party’s fault or refusal to complete the purchase and sale
transaction by the agreed upon time and in the agreed upon manner, thereby obtaining damages remedies or other remedies beyond damages
as compensation.
2.4 Each
statement of warranty shall be construed as a separate and independent statement of warranty and shall not be limited or restricted by
any other provision herein or any other statement of warranty, except there is an explicit contrary provision.
2.5 If
either Party has been fully indemnified for any fact or circumstance regarding the breach of any statement of warranty by the other Party,
that Party shall not be entitled to assert any rights with respect to any other statement of warranty under the same fact or circumstance.
If the non-defaulting Party incurs any costs or expenses or additional liabilities, or suffers losses as a result of a breach of this
Agreement by the defaulting Party, the defaulting Party shall indemnify the non-defaulting Party against such costs, expenses, liabilities
or losses, including interest paid, payable or to be paid. Damages shall include but not limited to, compensation for direct economic
loss and related costs of litigation, attorney’s fees, notary fees, and property preservation insurance premiums, and other costs
of defending rights.
If
any aspect of any provision or provisions of this Agreement be or be rendered invalid, illegal, unenforceable, or incapable of performance
at any time, the validity, legality, enforceability, or performance of the other provisions herein shall not be affected or impaired
by such circumstance in any way.
This
Agreement shall be binding upon the Parties hereto and their respective successors and assigns. No Party shall assign this Agreement
without the prior written consent of the other Party.
5.1 Any
notice, claim, or other communication to be given by either Party under this Agreement shall be in writing in Chinese or English and
delivered personally or sent by prepaid registered mail (if sent overseas, by airmail) to the following address of the receiving Party
and shall be deemed to have been validly given:
To
Party A: Xi’an App-Chem Bio (Tech) Co., Ltd.
Address:
C601, Gazelle Valley, No.69 Jinye Road, Hi-tech Zone, Xi’an, Shaanxi Province, China
Telephone:
Contact
Person:
To
Party B: Guangdong JUWO Trading Co., Ltd.
Address:
32C, Anhongji Tianyao Plaza, Longhua District, Shenzhen
Telephone:
Contact
Person:
Either
Party may also notify the other Party of any change in its address or recipient at any time, provided that such notification does not
affect the effectiveness of any notice given in accordance with Section 5.1 of this Agreement.
5.2 Notice
shall be deemed to have been validly given in accordance with Section 5.1 of this Agreement if:
(a) Notice
is hand-delivered to the address specified in Section 5.1 of this Agreement;
(b) Two
business days shall pass from the date of mailing (excluding airmail);
(c) Six
business days shall pass from the date of mailing (including airmail).
5.3 If
the notice is sent after 5:00 PM on a business day, it shall be deemed to have been sent at 9:00 AM on the next business day immediately
following.
5.4 If
a notice is hand-delivered to the proper address or if the address on the mailed envelope is correct, it shall be deemed to have been
given in accordance with Section 5.1 of this Agreement, and such evidence shall be irrefutable.
6.1 This
Agreement and its terms must be kept confidential, excluding the following:
(a) Disclosure
of mandatory provisions of law, judicial or administrative proceedings or contractual agreements (including but not limited to relevant
Agreements or legal documents entered into by either Party to this Agreement or its holding company or contacts);
(b) To
disclose to the directors, officers, employees, agents and consultants of each Party in confidence such information as it is necessary
to know, but in each case the disclosing Party must keep this Agreement, its terms and its contents confidential; and
(c) The
disclosing Party can demonstrate that the disclosure is legally required by competent supervisory, regulatory or government agencies
(including any stock exchanges or Securities and Futures Commission or as required under the Listing Rules). Such disclosures shall be
in the extent of requirements of competent supervisory, regulatory or government agencies.
6.2 The
obligation of confidentiality hereunder shall remain in effect without limitation of time.
7.1 Any
breach by either Party of any obligation or undertaking or warranty hereunder shall constitute a breach of this Agreement.
7.2 If
any of the circumstances set forth in Section 7.1 hereof occurs, the non-defaulting Party shall have the right to request the defaulting
Party to make corrections within 30 days, and if the defaulting Party fails to make amends within the limited period, the non-defaulting
Party shall have the right to terminate this Agreement in writing. The defaulting Party shall indemnify the non-defaulting Party against
all claims, losses, liabilities, compensation, costs and expenses directly or indirectly caused by the defaulting Party, as well as non-defaulting
Party’s legal fees, litigation costs, travel expenses, enforcement costs, evaluation fees, property preservation fees and other
expenses necessary for the realization of compensation.
8.1 Unless
otherwise specified, the remedies granted to each Party in this Agreement for breach of Agreement shall be independent of and additive
to all other existing rights and remedies of each Party and not mutually exclusive or set-off. The rights granted to either Party under
this Agreement (except in the event that either Party expressly waives the obligations or obligations of the other Party or the Parties
enter into any supplementary agreement or binding amendment to this Agreement which reduces or limits the obligations or obligations
of either Party under this Agreement) will not be reduced or limited if either Party grants a waiver or suspension to the other Party.
The failure or delay of either Party to exercise any rights or remedies under this Agreement shall not be deemed to be a waiver of such
rights or remedies; similarly, the sole or partial exercise of any rights or remedies under this Agreement shall not limit the further
exercise of such rights or remedies or the exercise of any other rights or remedies under this Agreement.
8.2 If
any provision of this Agreement is held to be invalid, unlawful or non-binding by any court or arbitral body or place of competent jurisdiction,
the deletion of such provision from this Agreement to the extent permitted by applicable law shall not affect the validity, legality
or binding force of any other provisions of this Agreement, which shall continue in full force and effect.
8.3 None
of the provisions of this Agreement shall constitute or shall be deemed to constitute a partnership or agency relationship.
8.4 This
Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and does not contain
any implied terms and supersedes any prior agreements or understandings between the Parties, whether written or oral, which are not incorporated
herein.
8.5 No
change or waiver of this Agreement shall be made except in writing and executed by the Parties hereto.
8.6 This
Agreement is executed in Chinese.
9.1 This
Agreement shall enter into force under the signatures and seals of the Parties, which may be executed independently by the Parties in
two or more counterparts in different counterparts. Such executed and delivered counterparts shall be deemed as the originals hereof,
and each pair of counterparts shall constitute one and the same instrument.
9.2 This
Agreement is made in duplicate, with one original held by each Party and each original having the same effect.
| 10. | Governing
Law and Settlement of Disputes |
10.1 All
disputes arising out of or in connection with the execution and performance of this Agreement shall be settled by the Parties through
friendly negotiation. If no settlement can be reached through negotiation, the Parties hereto shall have the right to file a lawsuit
with the People’s Court where Party A is located. The Parties agree that this Agreement shall be construed by and governed by the
laws of the People’s Republic of China.
10.2 During
the litigation period, the Parties shall continue to perform other obligations under this Agreement except for the matters in dispute
submitted for litigation.
| 11. | Alteration,
Rescission or Termination |
11.1
Unless otherwise agreed herein, this Agreement shall be terminated under any of the following circumstances:
(1)
The Parties agree to terminate this Agreement;
(2)
The Parties are unable to achieve the purpose of the agreement due to force majeure;
(3)
This Agreement is deemed invalid by the People’s Court.
(4)
Party B shall be fully responsible for, and Party A shall not be liable for, any of the following events occurring in Party B,
including but not limited to, product quality problems, damage to Party A’s brand reputation, debt disputes, other civil
liabilities, penalties imposed by government and administrative departments, criminal liabilities, and other non-compliance and
illegal events. At the same time, Party A has the right to rescind or terminate this Agreement, withdraw the authorization, and
claim Party B to compensate Party A for all losses.
11.2
Neither Party may unilaterally terminate this Agreement without cause during the authorization period, and unilateral termination shall
be null and void.
11.3
Termination of this Agreement due to breach by either Party shall not affect the right of the non-defaulting Party to claim compensation
for losses in accordance with Section 7.2 hereof.
Party
A (Seal):
Authorized
Representative (Signature):
Party
B (Seal):
Authorized
Representative (Signature):
Exhibit
99.1
Bon
Natural Life Limited Announces Brand Strategic Cooperation with Guangdong JUWO
XI’AN,
China, May 14, 2024 /GLOBE NEWSWIRE/ — Bon Natural Life Limited (Nasdaq: BON) (“BON” or the “Company”),
one of the leading bio-ingredient solutions providers in the natural, health and personal care industries, today announced that its operating
subsidiary, Xi’an App-Chem Bio (Tech) Co., Ltd., reached a strategic cooperation agreement with Guangdong JUWO Trading Co., Ltd.
(“JUWO”) regarding the construction and development of a marketing and supply chain system for liquor distribution and sales,
liquor brands, functional liquor and hangover relief products in mainland China on May 8, 2024.
The
Company has granted JUWO non-exclusive authority to use the Company’s Brand “App-chem”
in the products in the cooperation as “Jiangwang
and App-Chem Co-Branding” for alcoholic health
products. In this cooperation, JUWO and the Company will launch liquor products under this brand. In addition, JUWO will
be responsible for the promotion and marketing of App-Chem’s alcoholic health products, opening the first cooperation between App-Chem’s
brand and JUWO’s Chinese Moutai-flavor liquor brand and promoting integrated innovation and market expansion combining
Bio-tech and Chinese Moutai-flavor liquor.
Specialized
in the commercial marketing of Moutai-flavor liquor in mainland China with more than 10-years’ experience in the liquor commercial
distribution market, JUWO’s team has successfully created a variety of Moutai-flavor liquor brands, holding abundant channel distribution
resources online and offline in liquor market all over China. The strategic cooperation aims to jointly create high-quality health alcoholic
and related products that show the beauty of the combination of traditional Chinese culture and modern technology by utilizing the brand
influence of App-Chem in the industry and JUWO’s advantages in distribution and channels in the liquor market.
Mr.
Yongwei Hu, Chairman and CEO of BON, stated, “We are very pleased to have a brand strategic cooperation with Guangdong JUWO. We
will bring consumers an excellent and innovative product experience, and also work together to develop a new market landscape, which
will achieve our business category expansion based on core technology advantages and enhance our competitiveness in the bio-tech industry.
The cooperation will bring enormous growth potential to the Company, and we look forward to creating more success stories with our partners
and enhancing the Company’s value and profitability to reward our shareholders with even more lucrative results.”
About
Bon Natural Life Limited (“BON”)
BON
is a Cayman Islands company engaged in the business of natural, health, and personal care industries. For more information, please visit
http://www.bnlus.com.
For
more information, please contact:
Cindy
Liu | IR
Email:
bonnatural@appchem.cn
Safe
Harbor Statement
This
press release contains certain statements that may include “forward-looking statements.” All statements other than statements
of historical fact included herein are “forward-looking statements.” These forward-looking statements are often identified
by the use of forward-looking terminology such as “believes,”“expects” or similar expressions, involve known
and unknown risks and uncertainties. Although the Company believes that the expectations reflected in such forward-looking statements
are reasonable, they do involve assumptions, risks, and uncertainties, and these expectations may prove to be incorrect. You should not
place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s
actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors,
including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available
on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf
are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume
a duty to update these forward-looking statements.
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