Bon Natural Life Ltd
For the period ended Sep 30, 2025. Filed Jan 23, 2026.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2025 · Filed Jan 23, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30,2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report:
Commission file number:001-40517
BON NATURAL LIFE LIMITED
(Exact Name of Registrant as Specified in Its Charter)
Not Applicable
(Translation of Registrant’s Name Into English)
Cayman Islands
(Jurisdiction of Incorporation or Organization)
Room 601, Block C, Gazelle Valley, No.69, Jinye Road
High-Tech Zone, Xi’an, Shaanxi, China
People’s Republic of China 710060
(Address of Principal Executive Offices)
Yongwei Hu, Chairman and Chief Executive Officer
Room 601, Block C, Gazelle Valley, No.69, Jinye Road
High-Tech Zone, Xi’an, Shaanxi, China
People’s Republic of China 710060
Tel:+ 0086-29-88346301
bonnatural@appchem.cn
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange On Which Registered |
|---|---|---|
| Class A Ordinary Shares, $0.025 par value | BON | NASDAQ Capital Market |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report (September 30, 2025):6,086,971 Class A ordinary shares,2,041,839 Class B ordinary shares, 0 preferred shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐No ☒
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer ☐ | Accelerated Filer ☐ | Non-Accelerated Filer ☒ | Emerging Growth Company ☒ |
|---|
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
|---|
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D 1(b). ☐
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Not Applicable
Annual Report on Form 20-F
Year Ended September 30, 2025
TABLE OF CONTENTS
| Page | |||
|---|---|---|---|
| PART I | |||
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 2 | |
| A. | Directors and Senior Management | 2 | |
| B. | Advisors | 2 | |
| C. | Auditors | 2 | |
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 2 | |
| A. | Offer Statistics | 2 | |
| B. | Method and Expected Timetable | 2 | |
| ITEM 3. | KEY INFORMATION | 2 | |
| A. | Selected Financial Data | 5 | |
| B. | Capitalization and Indebtedness | 6 | |
| C. | Reasons for the Offer and Use of Proceeds | 6 | |
| D. | Risk Factors | 6 | |
| ITEM 4. | INFORMATION ON THE COMPANY | 32 | |
| A. | History and Development of the Company | 32 | |
| B. | Business Overview | 38 | |
| C. | Organizational Structure | 62 | |
| D. | Property, Plants and Equipment | 64 | |
| ITEM 4A. | UNRESOLVED STAFF COMMENTS | 64 | |
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 65 | |
| A. | Operating Results | 65 | |
| B. | Liquidity and Capital Resources | 77 | |
| C. | Research and Development, Patents and Licenses, Etc. | 79 | |
| D. | Trend Information | 79 | |
| E. | Off Balance Sheet Arrangements | 79 | |
| F. | Tabular Disclosure of Contractual Obligations | 79 | |
| G. | Safe Harbor | 80 | |
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 81 | |
| A. | Directors and Senior Management | 81 | |
| B. | Compensation | 84 | |
| C. | Board Practices | 84 | |
| D. | Employees | 86 | |
| E. | Share Ownership | 87 | |
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 88 | |
| A. | Major Shareholders | 88 | |
| B. | Related Party Transactions | 88 | |
| C. | Interests of Experts and Counsel | 89 | |
i
| ITEM 8. | FINANCIAL INFORMATION | 89 | |
|---|---|---|---|
| A. | Consolidated Statements and Other Financial Information | 89 | |
| B. | Significant Changes | 90 | |
| ITEM 9. | THE OFFER AND LISTING | 90 | |
| A. | Offer and Listing Details | 90 | |
| B. | Plan of Distribution | 90 | |
| C. | Markets | 90 | |
| D. | Selling Shareholders | 90 | |
| E. | Dilution | 90 | |
| F. | Expenses of the Issue | 90 | |
| ITEM 10. | ADDITIONAL INFORMATION | 91 | |
| A. | Share Capital | 91 | |
| B. | Memorandum and Articles of Association | 91 | |
| C. | Material Contracts | 93 | |
| D. | Exchange Controls | 93 | |
| E. | Taxation | 95 | |
| F. | Dividends and Paying Agents | 101 | |
| G. | Statement by Experts | 101 | |
| H. | Documents on Display | 101 | |
| I. | Subsidiary Information | 102 | |
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 102 | |
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 102 | |
| A. | Debt Securities | 102 | |
| B. | Warrants and Rights | 103 | |
| C. | Other Securities | 103 | |
| D. | American Depositary Shares | 103 | |
| PART II | 104 | ||
| ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | 104 | |
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 104 | |
| ITEM 15. | CONTROLS AND PROCEDURES | 104 | |
| A. | Disclosure Controls and Procedures | 104 | |
| C. | Attestation Report of the Registered Public Accounting Firm | 105 | |
| D. | Changes in Internal Controls over Financial Reporting | 105 | |
ii
| ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT | 105 |
|---|---|---|
| ITEM 16B. | CODE OF ETHICS | 105 |
| ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 106 |
| ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES | 106 |
| ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 106 |
| ITEM 16F. | CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT | 106 |
| ITEM 16G. | CORPORATE GOVERNANCE | 106 |
| ITEM 16H. | MINE SAFETY DISCLOSURE | 107 |
| ITEM 16L. | DISCLOSUSRE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 107 |
| ITEM 16J. | INSIDER TRADING POLICIES | 107 |
| ITEM 16K. | CYBERSECURITY | 107 |
| PART III | 108 | |
| ITEM 17. | FINANCIAL STATEMENTS | 108 |
iii
INTRODUCTORY NOTES
Use of Certain Defined Terms
Except as otherwise indicated by the context and for the purposes of this Annual Report only, references in this Annual Report to:
| ● | “App-Chem Health” are to Shaanxi App-Chem Health Industry Co., Ltd., one of our wholly owned subsidiaries incorporated on April 17, 2006 in Tongchuan City in accordance with PRC laws; |
| ● | “App-Chem Ag-tech” are to Shaanxi App-Chem Ag-tech Co., Ltd., one of our wholly owned subsidiaries incorporated on April 19, 2013 in Dali County, Shaanxi Province in accordance with PRC laws; |
| ● | “App-Chem Guangzhou” are to App-Chem Bio (Tech) (Guangzhou) Co., Ltd., one of our wholly owned subsidiaries incorporated on April 27, 2018 in Guangzhou City in accordance with PRC laws; |
| ● | “Bon Natural Life,” “the Company,” “we,” “us,” “our company” or “our” are to Bon Natural Life Limited a Cayman Islands corporation, its subsidiaries and its consolidated affiliated entities; |
| ● | Bon Natural Life U.S.A.” are to Bon Natural Life U.S.A. Limited, one of our wholly owned subsidiaries incorporated on February 7, 2023 in accordance with the laws and regulations in the State of Nevada; |
| ● | “Bozhou DT” are to Bozhou Dietary Therapy Health Technology Co., Ltd., one of our wholly owned subsidiaries incorporated on March 9, 2023 in accordance with PRC laws; |
| ● | “China” or the “PRC” are to the People’s Republic of China, including Hong Kong and Macau, and excluding, for the purposes of this Annual Report only, Taiwan; |
| ● | “Class A Ordinary Shares” or “Shares” are to our Class A ordinary shares, par value $0.025 per share; |
| ● | “Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.001 per share; |
| ● | “Operating subsidiaries” or “PRC subsidiaries” are to Xi’an App-Chem Bio(Tech) Co., Ltd., a PRC company, and its subsidiary entities incorporated in the PRC; |
| ● | “Tea Essence” are to Tea Essence Limited, one of our wholly owned subsidiaries incorporated on January 9, 2020 in accordance with the laws and regulations in Hong Kong; |
| ● | “Tea Essence (Hangzhou)” are to Tea Essence Health Tech (Hangzhou) Co., Ltd., one of our wholly owned subsidiaries incorporated in Hangzhou City on March 9, 2023 in accordance with PRC laws; |
| ● | “Tianjin YHX” are to Tianjin Yonghexiang Bio(Tech) Co., Ltd., one of our subsidiaries incorporated on September 16, 2019 in accordance with PRC laws, with 51% equity ownership interest owned by Xi’an App-Chem. On June 26, 2025, App-Chem sold 51% equity ownership of Tianjin YHX for the consideration of RMB 1. |
| ● | “Tongchuan DT” are to Tongchuan Dietary Therapy Health Technology Co., Ltd., one of our wholly owned subsidiaries incorporated on May 22, 2017 in Tongchuan City in accordance with PRC laws; |
| ● | “Xi’an App-Chem” are to Xi’an App-Chem Bio(Tech) Co., Ltd., an entity incorporated in the PRC or, depending on the context, Xi’an App-Chem Bio(Tech) Co., Ltd. and its subsidiaries; |
| ● | “Xi’an CMIT” are to Xi’an Cell and Molecule Information Technology Limited, one of our Wholly Foreign-Owned Enterprises incorporated in the PRC; |
| ● | “Xi’an YH” are to Xi’an Yanhuang TCM Medical Research & Development Co., Ltd., one of our wholly owned subsidiaries incorporated on September 15, 2009 in Xi’an City in accordance with PRC laws; |
| ● | “Xi’an DT” are to Xi’an Dietary Therapy Medical Technology Co., Ltd, one of our subsidiaries incorporated on April 24, 2015 in accordance with PRC laws, with 75% equity ownership interest owned by Xi’an App-Chem; |
| ● | “Xi’an Youpincui” are to Xi’an Youpincui Biotechnology Co., Ltd., another of our Wholly Foreign-Owned Enterprises incorporated in the PRC; and |
| ● | “YongJinAn” are to YongJinAn Group Limited, one of our wholly owned subsidiaries we acquired in on September 19, 2024, which was incorporated in Hong Kong in accordance with Hong Kong laws. |
| ● | “Xianyang DT” are to Xianyang Dietary Therapy Pharmaceutical Technology Co., LTD, one of our wholly owned subsidiaries incorporated on April 16, 2025 in Xianyang City in accordance with PRC laws. |
Cautionary Note Regarding Forward-Looking Statements
In addition to historical information, this Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; and any statements regarding future economic conditions or performance, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements. Potential risks and uncertainties include, among other things, the possibility that we may not be able to maintain or increase our net revenues and profits due to our failure to anticipate consumer preferences and develop new products, our failure to execute our business expansion plan, changes in domestic and foreign laws, regulations and taxes, changes in economic conditions, uncertainties related to China’s legal system and economic, political and social events in China, a general economic downturn, a downturn in the securities markets, and other risks and uncertainties which are generally set forth under Item 3 “Key information—D. Risk Factors” and elsewhere in this Annual Report.
Readers are urged to carefully review and consider the various disclosures made by us in this Annual Report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this Annual Report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.