11/30/2022 | Press release | Distributed by Public on 11/30/2022 05:16
Results of Extraordinary General Meeting; Approval of Amended and Restated Memorandum and Articles; Approval of Equity Incentive Plan
On November 28, 2022 in Xian City, Shaanxi Province, China, we held an extraordinary general meeting of shareholders pursuant to Cayman Islands law. All shareholders of record as of October 28, 2022 were entitled to vote at the meeting in person or by proxy.
By an affirmative vote constituting a 69.08% majority, our shareholders approved the following items:
1. The adoption of an Amended and Restated Memorandum and Articles of Association (the "Amended M&A"), a copy of which was filed as Exhibit 3.1 to our Report on Form 6-K filed November 8, 2022. The principal substantive changes reflected in the Amended M&A as compared to our original charter documents are as follows:
|●||A new class of Preference Shares, consisting of 50,000,000 shares, par value $0.0001 per share, has been authorized. The Preference Shares may be issued in the future, upon approval of the Board of Directors, in one or more classes or series, with rights and limitations of each class or series with regard to voting, dividends, convertability, and other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions, as may be designated by the Board for each designated class. Concurrently with the authorization of 50,000,000 preference shares, our authorized ordinary shares were correspondingly reduced from 500,000,000 shares to 450,000,000 shares.|
|●||Subject to certain notice requirements and related conditions, a majority of our shareholders are allowed to pass ordinary resolutions upon majority written consent.|
2. The adoption of the Bon Natural Life Limited 2022 Equity Incentive Plan (the "Plan"), a copy of which was filed as Exhibit 4.1 to our Report on Form 6-K filed November 8, 2022. Under the Plan, and subject to the oversight an approval of the Compensation Committee of our Board of Directors, we are permitted to grant stock options, restricted stock, restricted stock units, and similar equity-based compensation for the purpose of attracting, retaining, and incentivizing qualified officers, directors, and employees. The maximum number of shares which may be issued or issuable under the Plan, at any given time, is limited to 15% of our issued and outstanding ordinary shares on a fully diluted basis.