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 January 2025
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.
Reorganization
of Corporate Structure
On
January 2, 2025, BON Natural Life Limited (the “Company”) announced that it conducted a reorganization (the “Reorganization”).
The Reorganization consists of (i) share transfer transactions between Tea Essence Health Tech (Hangzhou) Co., Ltd. (“Tea Essence
(Hangzhou)”) and Tea Essence Limited (HK) (“Tea Essence”), in which Tea Essence transferred 100% ownership
of its two wholly owned subsidiaries, Xi’an Cell and Molecule Information Technology Co., Ltd. (“Xi’an Cell and
Molecule”) and Xi’an Youpincui Biotechnology Co., Ltd. (“Youpincui”), to Tea Essence (Hangzhou) (the
“Tea Essence (Hangzhou) transfer”); (ii) the disposition of Gansu Baimeikang Bioengineering Co., Ltd., (“Baimeikang”),
which was sold to Xinjiang Baixiangquan Aromatic (Tech) Co., Ltd. (“Baixiangquan”) (the “Gansu Disposition”);
and (iii) the acquisition of YongJinAn Group Limited (HK), a Hong Kong company (“YongJinAn”), which was acquired from
Xianlin Pan and Shaojun Zhang (collectively, the “Sellers”) and became wholly owned by Tea Essence (the “YongJinAn
Acquisition”)
The
following diagram illustrates the Company’s corporate structure prior to the Reorganization:
The
following diagram illustrates the Company’s corporate structure after the Reorganization:
Tea
Essence (Hangzhou) transfer
On
November 28, 2024, Tea Essence (Hangzhou) and Tea Essence entered into an equity transfer agreement. Pursuant to the agreement, Tea Essence
(Hangzhou) purchased 100% of the equity interest in Xi’an Cell and Molecule in exchange for consideration of RMB 1,500,000.00.
A copy of the equity transfer agreement is filed herewith as Exhibit 10.1 and incorporated herein by reference.
On
November 28, 2024, Tea Essence (Hangzhou) and Tea Essence entered into an equity transfer agreement. Pursuant to the agreement, Tea Essence
(Hangzhou) purchased 100% of the equity interest in Youpincui in exchange for consideration of RMB 500,000.00. A copy of the equity transfer
agreement is filed herewith as Exhibit 10.2 and incorporated herein by reference.
After
the Reorganization, Tea Essence (Hangzhou), located in Xiaoshan District, Hangzhou City, Zhejiang Province, China, is the only headquarters
of the Company within China mainland.
Gansu
Disposition
As
previously disclosed in a current report on Form 6-K dated October 4, 2024, on September 30, 2024, our operating subsidiary Xi`an App-Chem
Bio (Tech) Co., Ltd. (“App-Chem”) and its wholly owned subsidiary, Baimeikang entered into an asset selling agreement
(the “Asset Agreement”) with Baixiangquan. Pursuant to the Asset Agreement, App-Chem agreed to sell all the assets
of Baimeikang to Baixiangquan by transferring 100% of the equity interests in Baimeikang to Baixiangquan. A copy of the Asset
Agreement is filed herewith as Exhibit 10.3 and incorporated herein by reference.
YongJinAn
Acquisition
On
September 19, 2024, Tea Essence and the Sellers entered into a share transfer agreement (the “Share Transfer Agreement”).
Pursuant to the Share Transfer Agreement, the Sellers transferred 10,000 shares, par value HKD1.00 per share (the “Transfer
Price”), in the capital of YongJinAn to the Tea Essence on the terms contained therein. A copy of the Share Transfer Agreement
is filed herewith as Exhibit 10.4 and incorporated herein by reference.
Upon
closing of theYongJinAn Acquisition, Tea Essence became the sole shareholder of YongJinAn and as a result, assumed all assets and liabilities
of YongJinAn and the subsidiaries owned or controlled by YongJinAn. YongJinAn currently has no material assets or operations.
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:
January 2, 2025 |
Bon
Natural Life Limited |
|
|
|
|
By: |
/s/
Yongwei Hu |
|
|
Yongwei
Hu |
|
|
Chairman
and Chief Executive Officer |
Exhibit
10.1
Equity
Transfer Agreement
Transferor:
Tea Essence Limited (hereinafter referred to as “Party A”)
Transferee:
Tea Essence Health Tech (HangZhou) Co.,Ltd. (hereinafter referred to as “Party B”)
WHEREAS:
Party A lawfully holds 100% of the equity in Xi’an Cell and Molecule Information Technology Co., Ltd.(hereinafter
referred to as “the Company”). Now Party A decides to transfer the equity it holds in the Company, and the request
of Party A for the equity transfer has been approved by all the investors of the Company.
WHEREAS:
Party B agrees to acquire the 100% equity held by Party A in the Company.
WHEREAS:
The investors of the Company also agree that Party B shall acquire the 100% equity held by Party A in the said Company.
Through
friendly consultations and in line with the principles of equality, mutual benefit and reaching unanimity through consultation, both
Party A and Party B have reached the following agreement on the equity transfer matters:
Article
1 Equity Transfer
1.
Party A agrees to transfer the equity it holds in the Company, namely 100% of the registered capital of the Company, to Party
B, and Party B agrees to acquire the same.
2.
The equity that Party A agrees to sell and Party B agrees to purchase includes all incidental interests, rights and obligations thereunder
(including the obligation to contribute to the subscribed registered capital that has not been fully contributed), and the aforesaid
equity is not subject to any (including but not limited to) liens, mortgages and other third-party interests or claims.
3.
After this Agreement comes into effect, Party A shall not assume any responsibilities or obligations regarding the operation and management
as well as the creditor’s rights and debts of the Company.
Article
2 Equity Transfer Price and Payment Method of the Price
1.
Party A agrees to transfer its 100% equity in the Company to Party B at the price of RMB 1,500,000.00 under the conditions
stipulated in this Contract, and Party B agrees to acquire such equity at this price.
2.
Party B agrees to pay the contract price to Party A in the following manner: Party B agrees to pay RMB 15,0000.00 to Party A on
the date of signature by both parties to this contract; after both Party A and Party B have completed the registration of the equity
transfer at the local Industrial and Commercial Administration, Party B shall pay the remaining price of RMB 1,350,000.00 to Party
A.
Article
3 Representations of Party A
1.
Party A is the sole owner of the equity to be transferred as stipulated in Article 1 of this Agreement.
2.
As a shareholder of the Company, Party A has fully fulfilled the obligation to contribute to the registered capital of the Company.
3.
As of the effective date of this Agreement, Party A shall completely withdraw from the operation of the Company and no longer participate
in the distribution of the Company’s property and profits.
Article
4 Representations of Party B
1.
Party B shall assume liability for the Company to the extent of its capital contribution.
2.
Party B acknowledges and shall perform the revised articles of association of the Company.
3.
Party B undertakes to pay the price in the manner stipulated in Article 2 of this Contract.
Article
5 Allocation of Expenses Related to Equity Transfer
Both
parties agree that the relevant expenses arising from handling the equity transfer procedures stipulated in this Contract shall be borne
by Party B.
Article
6 Rights and Obligations of Shareholders, including the Bearing of the Company’s Profits and Losses (Including Creditor’s
Rights and Debts)
1.
As of the effective date of this Agreement, Party B shall actually exercise the rights as a shareholder of the Company and fulfill the
corresponding shareholder obligations. When necessary, Party A shall assist Party B in exercising shareholder rights and fulfilling shareholder
obligations, including signing relevant documents in the name of Party A.
2.
As of the effective date of this Agreement, Party B shall, in accordance with the proportion of equity it holds, lawfully share profits
and bear risks as well as losses.
Article
7 Amendment and Termination of the Agreement
In
case of any of the following circumstances, this Agreement may be amended or terminated, provided that both Party A and Party B shall
sign an amendment or termination agreement.
1.
Due to force majeure or external causes that, although without fault of one of the parties, cannot be prevented, resulting in the inability
to perform this Agreement.
2.
One of the parties loses the actual ability to perform the contract.
3.
Due to the breach of contract by one party, which has seriously affected the economic interests of the other party, making the performance
of the contract unnecessary.
4.
Due to the change of circumstances, both parties concerned have reached an agreement through negotiation.
5.
Other circumstances for amending or terminating the agreement as stipulated in the contract occur.
Article
8 Liability for Violate of Contract
1.
If one party to the agreement fails to perform or seriously violates any provisions of this agreement, the breaching party shall indemnify
the observing party for all economic losses. Unless otherwise stipulated in the agreement, the observing party also has the right to
request the termination of this agreement and claim compensation from the breaching party for all economic losses suffered thereby.
2.
If Party B fails to pay the equity price on time as stipulated in Article 2 of this Contract, it shall pay a late fee at the rate of
1 ‰ of the amount of the delayed payment for each day of delay. After Party B pays the late fee to Party A, if the losses
caused to Party A by Party B’s breach of contract exceed the amount of the late fee, or if Party B’s breach of contract causes
other damages to Party A, it shall not affect Party A’s right to claim compensation for the excess part or other damages.
Article
9 Confidentiality
1.
Without the written consent of the other party, neither party shall disclose to any third party the trade secrets or relevant information
known during the performance of the agreement, nor shall they disclose the content of this agreement and relevant file materials to any
third party, except where disclosure is required by laws and regulations.
2.
The confidentiality is independent and shall remain valid regardless of whether this agreement is signed, amended, terminated or otherwise.
Article
10 Dispute Resolution
All
disputes arising from the performance of this Agreement or in connection with this Agreement between Party A and Party B shall be resolved
through friendly negotiations. If the negotiations fail, either party shall have the right to resolve the disputes in the following 1
way:
1.
Submit the disputes to the Wuhan Arbitration Commission for arbitration, and the arbitration shall be conducted in accordance with the
arbitration rules that are currently in effect of the Commission at the time of submission. The arbitration award shall be final and
binding on both Party A and Party B.
2.
Respectively file lawsuits with the people’s court.
Article
11 Effectiveness Clause and Others
1.
This agreement shall come into effect on the date when both Party A and Party B have signed and affixed their seals.
2.
After this agreement comes into effect, if one party intends to amend this agreement, it shall notify the other party in writing ten
working days in advance. A supplementary agreement shall be signed after both parties reach a written consensus through negotiation.
The supplementary agreement shall have the same legal effect as this agreement.
3.
Any matters not covered during the implementation of this agreement shall be resolved by both Party A and Party B through friendly consultations
in a practical and realistic manner. Where both parties reach a consensus through consultations, a supplementary agreement shall be signed.
The supplementary agreement shall have the same legal effect as this agreement.
4.
The conclusion, validity, interpretation, termination and dispute resolution of this agreement shall be governed by the relevant provisions
of the laws of the People’s Republic of China.
5.
Both Party A and Party B shall cooperate with the company to complete the examination and approval procedures related to the change of
shareholders as soon as possible, and handle the corresponding industrial and commercial change registration procedures.
6.
The original of this agreement is made in quadruplicate. Each of Party A and Party B shall hold one copy, one copy shall be kept on file
by the company, and one copy shall be submitted to the industrial and commercial registration authority. All copies have the same legal
effect.
Transferor:
(Official Seal and Signature of the Legal Representative)
Transferee:
(Official Seal and Signature of the Legal Representative)
Exhibit
10.2
Equity
Transfer Agreement
Transferor:
Tea Essence Limited (hereinafter referred to as “Party A”)
Transferee:
Tea Essence Health Tech (HangZhou) Co.,Ltd (hereinafter referred to as “Party B”)
WHEREAS:
Party A lawfully holds 100% of the equity in Xi’an Youpincui Biotechnology Co., Ltd. (hereinafter referred to as “the
Company”). Now Party A decides to transfer the equity it holds in the Company, and the request of Party A for the equity
transfer has been approved by all the investors of the Company.
WHEREAS:
Party B agrees to acquire the 100% equity held by Party A in the Company.
WHEREAS:
The investors of the Company also agree that Party B shall acquire the 100% equity held by Party A in the said Company.
Through
friendly consultations and in line with the principles of equality, mutual benefit and reaching unanimity through consultation, both
Party A and Party B have reached the following agreement on the equity transfer matters:
Article
1 Equity Transfer
1.
Party A agrees to transfer the equity it holds in the Company, namely 100% of the registered capital of the Company, to Party
B, and Party B agrees to acquire the same.
2.
The equity that Party A agrees to sell and Party B agrees to purchase includes all incidental interests, rights and obligations thereunder
(including the obligation to contribute to the subscribed registered capital that has not been fully contributed), and the aforesaid
equity is not subject to any (including but not limited to) liens, mortgages and other third-party interests or claims.
3.
After this Agreement comes into effect, Party A shall not assume any responsibilities or obligations regarding the operation and management
as well as the creditor’s rights and debts of the Company.
Article
2 Equity Transfer Price and Payment Method of the Price
1.
Party A agrees to transfer its 100% equity in the Company to Party B at the price of RMB 500,000.00 under the conditions
stipulated in this Contract, and Party B agrees to acquire such equity at this price.
2.
Party B agrees to pay the contract price to Party A in the following manner: Party B agrees to pay RMB 50,000.00 to Party A on
the date of signature by both parties to this contract; after both Party A and Party B have completed the registration of the equity
transfer at the Industrial and Commercial Administration, Party B shall pay the remaining price of RMB 450,000.00 to Party A.
Article
3 Representations of Party A
1.
Party A is the sole owner of the equity to be transferred as stipulated in Article 1 of this Agreement.
2.
As a shareholder of the Company, Party A has fully fulfilled the obligation to contribute to the registered capital of the Company.
3.
As of the effective date of this Agreement, Party A shall completely withdraw from the operation of the Company and no longer participate
in the distribution of the Company’s property and profits.
Article
4 Representations of Party B
1.
Party B shall assume liability for the Company to the extent of its capital contribution.
2.
Party B acknowledges and shall perform the revised articles of association of the Company.
3.
Party B undertakes to pay the price in the manner stipulated in Article 2 of this Contract.
Article
5 Allocation of Expenses Related to Equity Transfer
Both
parties agree that the relevant expenses arising from handling the equity transfer procedures stipulated in this Contract shall be borne
by Party B.
Article
6 Rights and Obligations of Shareholders, including the Bearing of the Company’s Profits and Losses (Including Creditor’s
Rights and Debts)
1.
As of the effective date of this Agreement, Party B shall actually exercise the rights as a shareholder of the Company and fulfill the
corresponding shareholder obligations. When necessary, Party A shall assist Party B in exercising shareholder rights and fulfilling shareholder
obligations, including signing relevant documents in the name of Party A.
2.
As of the effective date of this Agreement, Party B shall, in accordance with the proportion of equity it holds, lawfully share profits
and bear risks as well as losses.
Article
7 Amendment and Termination of the Agreement
In
case of any of the following circumstances, this Agreement may be amended or terminated, provided that both Party A and Party B shall
sign an amendment or termination agreement.
1.
Due to force majeure or external causes that, although without fault of one of the parties, cannot be prevented, resulting in the inability
to perform this Agreement.
2.
One of the parties loses the actual ability to perform the contract.
3.
Due to the breach of contract by one party, which has seriously affected the economic interests of the other party, making the performance
of the contract unnecessary.
4.
Due to the change of circumstances, both parties concerned have reached an agreement through negotiation.
5.
Other circumstances for amending or terminating the agreement as stipulated in the contract occur.
Article
8 Liability for Violate of Contract
1.
If one party to the agreement fails to perform or seriously violates any provisions of this agreement, the breaching party shall indemnify
the observing party for all economic losses. Unless otherwise stipulated in the agreement, the observing party also has the right to
request the termination of this agreement and claim compensation from the breaching party for all economic losses suffered thereby.
2.
If Party B fails to pay the equity price on time as stipulated in Article 2 of this Contract, it shall pay a late fee at the rate of
1 ‰ of the amount of the delayed payment for each day of delay. After Party B pays the late fee to Party A, if the losses
caused to Party A by Party B’s breach of contract exceed the amount of the late fee, or if Party B’s breach of contract causes
other damages to Party A, it shall not affect Party A’s right to claim compensation for the excess part or other damages.
Article
9 Confidentiality
1.
Without the written consent of the other party, neither party shall disclose to any third party the trade secrets or relevant information
known during the performance of the agreement, nor shall they disclose the content of this agreement and relevant file materials to any
third party, except where disclosure is required by laws and regulations.
2.
The confidentiality is independent and shall remain valid regardless of whether this agreement is signed, amended, terminated or otherwise.
Article
10 Dispute Resolution
All
disputes arising from the performance of this Agreement or in connection with this Agreement between Party A and Party B shall be resolved
through friendly negotiations. If the negotiations fail, either party shall have the right to resolve the disputes in the following 1
way:
1.
Submit the disputes to the Wuhan Arbitration Commission for arbitration, and the arbitration shall be conducted in accordance with the
arbitration rules that are currently in effect of the Commission at the time of submission. The arbitration award shall be final and
binding on both Party A and Party B.
2.
Respectively file lawsuits with the people’s court.
Article
11 Effectiveness Clause and Others
1.
This agreement shall come into effect on the date when both Party A and Party B have signed and affixed their seals.
2.
After this agreement comes into effect, if one party intends to amend this agreement, it shall notify the other party in writing ten
working days in advance. A supplementary agreement shall be signed after both parties reach a written consensus through negotiation.
The supplementary agreement shall have the same legal effect as this agreement.
3.
Any matters not covered during the implementation of this agreement shall be resolved by both Party A and Party B through friendly consultations
in a practical and realistic manner. Where both parties reach a consensus through consultations, a supplementary agreement shall be signed.
The supplementary agreement shall have the same legal effect as this agreement.
4.
The conclusion, validity, interpretation, termination and dispute resolution of this agreement shall be governed by the relevant provisions
of the laws of the People’s Republic of China.
5.
Both Party A and Party B shall cooperate with the company to complete the examination and approval procedures related to the change of
shareholders as soon as possible, and handle the corresponding industrial and commercial change registration procedures.
6.
The original of this agreement is made in quadruplicate. Each of Party A and Party B shall hold one copy, one copy shall be kept on file
by the company, and one copy shall be submitted to the industrial and commercial registration authority. All copies have the same legal
effect.
Transferor:
(Official Seal and Signature of the Legal Representative)
Transferee:
(Official Seal and Signature of the Legal Representative)
Exhibit 10.3
Asset
Selling Agreement
Transferor:
Xi`an App-Chem Bio (Tech) Co., Ltd.
Transferee:
Xinjiang Baixiangquan Aromatic (Tech) Co., Ltd.
Date:
September 30, 2024
第 1 页 共 6 页
Parties
to the Agreement:
Transferor:
Xi’an App-Chem Bio (Tech) Co., Ltd. ( “Party A”)
Address:
Legal
Representative:
Tel:
Transferee:
Xinjiang Baixiangquan Aromatic (Tech) Co., Ltd. (“Party B”)
Address:
Legal
Representative:
Tel:
Target
Company: Gansu Baimeikang Biotechnology Co., Ltd. (“Target Company” or “Baimeikang”)
Address:
Legal
Representative:
Tel:
Whereas:
Xinjiang
Baixiangquan Aromatic (Tech) Co., Ltd. is a leading manufacturer of natural products and bio-manufacturing industry in China, with a
domestic leading level in the construction of natural products supply chain, plant extraction, biosynthesis and other areas of production
and manufacturing;
Xi’an
App-Chem Bio (Tech) Co., Ltd. is a modern biotechnology enterprise in China engaged in the research, development, production, and sales
of plant extracts. It is dedicated to providing plant active ingredients and compound product solutions for functional foods, personal
care, and other fields.
Due
to the strategic adjustment of Party A’s business and Party B’s need to expand its high-end bio-manufacturing capacity, two
parties have reached the following agreement after consultation: Party A intends to sell all the assets of Party A’s subsidiary,
Gansu Baimeikang Biotechnology Co., Ltd., to Party B by selling to Party B the 100% equity interest in Gansu Baimeikang Biotechnology
Co., Ltd. held by Party A. After the completion of the sale, Party A will no longer hold the assets and Party B will hold all of the
assets..
第 2 页 共 6 页
According
to the provisions of the agreement Law of the People’s Republic of China, the Company Law of the People’s Republic of China,
and relevant laws and regulations, the parties to this agreement, based on the principle of equality and mutual benefit, have reached
the following consensus and commitments regarding Party B’s acquisition of relevant assets from Party A after friendly consultation,
to be jointly upheld.
Section
1. Assets of the Target Company (“Target Assets”)
The
major assets of the target company include the following:
1.
Land Use Rights
The
state-owned land use rights is located in the building materials and chemical industry park, south side of Provincial Highway 215 and
the east side of Yumen Road in Yumen East Town, Yumen City, Gansu Province, covering an area of 3,3330.00 square meters, with
a usage period of 50 years and the land use certificate No. 62003249061.
2.
Construction in Progress
Construction
of factory buildings and air defense basements of the Target Company.
3.
Advance Payments
Payments
made by the target company to various contractors for engineering services, assessment fees, design fees, and surveying fees, etc.
Details
of each of the above assets and assets are shown in Exhibit 1.
Section
2. Credit and Debt Settlement
All
debts and liabilities of the target enterprise incurred prior to the signing of this agreement (including, among other things, wages
owed to employees, social co-ordination insurance premiums and taxes) are included in the transferred assets under this agreement and
shall be borne by the Party B after the delivery of this closing.
第 3 页 共 6 页
Section
3. Transfer Price and Payments
The
parties hereby agree that the overall sale price of the Target Assets shall be RMB43,307,700.00 (“Transfer Price”). This
price includes the total value of the Target Assets transferred by Party A, but excludes all taxes and fees that Party B shall be responsible
for during the transaction.
Within
10 business days of execution of this agreement, Party B shall pay Party A a deposit of 300,000.00 RMB. Within 15 business days following
Party B’s payment of the deposit, Party A shall complete the registration of the equity transfer of the Target Enterprise with
the local industrial and commercial administration. The date on which the equity transfer is completed shall be referred to as the ‘Closing
Date.’ Party B shall pay the remaining transfer price to Party A in the following manner:
Before
April 30, 2025, 20% of the Transfer Price shall be paid, amounting to RMB 8,661,540.00;
Before
October 30, 2025, 30% of the Transfer Price shall be paid, amounting to RMB 12,992,310.00;
Before
April 30, 2026, remaining of the Transfer Price shall be paid, amounting to RMB 21,353,850.00.
Section
4. Delivery of the Target Assets
1.
Upon execution of this agreement, both parties shall conduct the delivery of the assets based on the detailed list of Target Assets attached
to this agreement. The delivery of the Target Assets shall be completed within 25 business days following the execution of the agreement.
2.
“After execution of this agreement and upon the receipt of the transaction deposit paid by Party B, Party A commits to handling
the registration procedures for the transfer of ownership of the target assets within 90 business days. This includes the registration
of changes in land use rights, ownership of the property, fixed assets, and intangible assets.
3.
Party A shall be responsible for handling the procedures for the transfer of the ownership of the assets with Party B’s cooperation.
The costs and fees required for the transfer of ownership procedures shall be borne by Party B.
第 4 页 共 6 页
4.
During the transitional period from the date of execution of this agreement to the date of completion of the registration of the change
of ownership of the Target Assets, Party A shall manage the Target Assets properly and in good faith and shall not engage in any behavior
harmful to the target assets.
Section
5. Representations and Warranties
1.
Representations and warranties by Party A
Party
A guarantees that the information regarding the quality, usage duration, and performance condition of the Target Assets listed in the
detailed inventory is true and accurate.
Party
A guarantees that the ownership of the Target Assets is undisputed, free of mortgages, and not subject to any seizure. Furthermore, Party
A holds complete ownership of the Target Assets. In the event of any disputes regarding the ownership of the purchased assets arising
from this, Party A shall be responsible for addressing them and shall bear any losses incurred by Party B as a result.
Regarding
the transfer of the Target Assets, Party A has obtained approval from the relevant government department, and Party A has passed a resolution
approving the transfer of the Target Assets.
The
statements and guarantees made by Party A above shall remain valid for two years from the date of delivery of the Target Assets.
2.
Representations and warranties by Party B
The
statements and guarantees made by Party B above shall remain valid for two years from the date of delivery of the Target Assets.
The
funding source for Party B’s acquisition of the Target Assets is legitimate.
Section
6. Subsequent Cooperation and Arrangements
This
transaction is an amicable asset transfer between Party A and Party B based on strategic arrangements for future cooperation and complementary
advantages. After the completion of the transfer, Party A and Party B may carry out long-term strategic OEM business cooperation according
to the parties’ needs: Party A, based on its technological accumulation in the industry for more than 10 years, may provide Party
B with technological innovation solutions in the field of production technology and OEM business; Party B, based on the production capacity
of the Target Assets, may provide Party A with comprehensive OEM services for its production and manufacturing, and prioritize to ensure
the production needs of Party A, so as to realize mutual benefits and win-win situation.
第 5 页 共 6 页
Section
7. Confidentiality
In
the context of this asset transfer, both Party A and Party B are obligated to maintain confidentiality regarding all commercial documents,
data, and information obtained from each other. They shall not disclose such information to any third party, except as required by mandatory
legal provisions.
Meanwhile,
the parties shall enter into a separate confidentiality agreement to complete the agreement on confidentiality.
Section
8. Violation liability
1.
After this agreement takes effect, both parties shall perform their obligations in good faith. If either party violates the terms of
the agreement, they shall be liable for violation of agreement.
2.
If Party A is unable to legally transfer the assets, or fails to complete the relevant agreementual asset documentation within the agreed
timeframe due to reasons attributable to Party A, then Party A shall bear a penalty for breach of agreement amounting to 10% of the total
asset transfer amount.
3.
The Party B shall guarantee timely payment of the amounts stipulated in the agreement within the agreed period. If the payment cannot
be made as scheduled, Party B shall compensate for the losses at a rate of 10% of the amount due for the same period.
Section
9. Exhibits
This
agreement includes 3 exhibits, which are an integral part of the agreement and a necessary condition for its effectiveness:
A.
Detailed list of the Target Assets.
B.
Certificate of Land Use Rights
C.
Assessment Report of the Target Assets
Section
10. Dispute Resolution
If
any dispute arises from the fulfillment of the agreement, the two parties shall negotiate to settle it; otherwise, either party may file
a lawsuit with the court where Party A is located.
Section
11. Miscellaneous
1.
Matters not covered in the agreement and matters to be changed shall be determined in the form of a complementary agreement after consultation,
and the complementary agreement shall have the same effect as the agreement.
2.
The original of the agreement shall be in six copies, three for each party.
Party A: |
Party B: |
Signature: |
Signature: |
|
Date: September 30, 2024 |
第 6 页 共 6 页
Exhibit 10.4
Grafico Azioni Bon Natural Life (NASDAQ:BON)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Bon Natural Life (NASDAQ:BON)
Storico
Da Gen 2024 a Gen 2025