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United States securities and exchange commission logo





                              September 9, 2022

       Yongwei Hu
       Chief Executive Officer
       Bon Natural Life Limited
       25F, Rongcheng Yungu, Keji 3rd Road
       Xi   an Hi-tech Zone, Xi   an, China

                                                        Re: Bon Natural Life
Limited
                                                            Registration
Statement on Form F-3
                                                            Filed August 26,
2022
                                                            File No. 333-267116

       Dear Mr. Hu:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-3

       Cover Page

   1.                                                   Please disclose
prominently on the prospectus cover page that you are not a Chinese
                                                        operating company but a
Cayman Islands holding company with operations conducted by
                                                        your Chinese
subsidiaries and through wholly foreign-owned enterprises (WFOEs)
                                                        engaged in a joint
venture based in China and that this structure involves unique risks to
                                                        investors. If true,
disclose that these arrangements have not been tested in court. Explain
                                                        whether this structure
is used to provide investors with exposure to foreign investment in
                                                        China-based companies
where Chinese law prohibits direct foreign investment in the
                                                        operating companies,
and disclose that investors may never hold equity interests in the
                                                        Chinese operating
company. Your disclosure should acknowledge that Chinese regulatory
                                                        authorities could
disallow this structure, which would likely result in a material change in
 Yongwei Hu
FirstName
Bon NaturalLastNameYongwei Hu
            Life Limited
Comapany 9,
September  NameBon
             2022 Natural Life Limited
September
Page 2    9, 2022 Page 2
FirstName LastName
         your operations and/or a material change in the value of the
securities you are registering
         for sale, including that it could cause the value of such securities
to significantly decline
         or become worthless. Provide a cross-reference to your detailed
discussion of risks facing
         the company and the offering as a result of this structure.
2.       Provide prominent disclosure about the legal and operational risks
associated with being
         based in or having the majority of the company   s operations in
China. Your disclosure
         should make clear whether these risks could result in a material
change in your operations
         and/or the value of the securities you are registering for sale or
could significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless. Your disclosure
         should address how recent statements and regulatory actions by China
s government, such
         as those related to the use of variable interest entities and data
security or anti-monopoly
         concerns, have or may impact the company   s ability to conduct its
business, accept
         foreign investments, or list on a U.S. or other foreign exchange.
Please disclose whether
         your auditor is subject to the determinations announced by the PCAOB
on December 16,
         2021 and whether and how the Holding Foreign Companies Accountable Act
and related
         regulations will affect your company. Your prospectus summary should
address, but not
         necessarily be limited to, the risks highlighted on the prospectus
cover page.
3.       Clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when
         providing the disclosure throughout the document so that it is clear
to investors which
         entity the disclosure is referencing and which subsidiaries or
entities are conducting the
         business operations. For example, disclose, if true, that your
subsidiaries conduct
         operations in China, and that the holding company does not conduct
operations. Disclose
         clearly the entity (including the domicile) in which investors are
purchasing an interest.
4.       Provide a description of how cash is transferred through your
organization and disclose
         your intentions to distribute earnings. State whether any transfers,
dividends, or
         distributions have been made to date between the holding company, its
subsidiaries, or to
         investors, and quantify the amounts where applicable. Provide a
cross-reference to the
         consolidated financial statements.
5.       Disclose on the cover page how any regulatory actions related to data
security or anti-
         monopoly concerns in Hong Kong or Macau have or may impact the company
  s ability to
         conduct its business, accept foreign investments, or list on a U.S. or
foreign exchange.
Commonly Used Defined Terms, page iii

6.       We refer to your definition of "China," and the "PRC," which exclude
Hong Kong and
         Macau. Please revise your disclosures as appropriate to (1) clarify
that legal and
         operational risks associated with operating in China also apply to any
of your operations
         in Hong Kong or Macau, (2) discuss the commensurate laws and
regulations in Hong
         Kong (and Macau, if applicable to you), and (3) address throughout
your filing the
         applicable legal and regulatory risks and consequences associated with
those laws and
 Yongwei Hu
FirstName
Bon NaturalLastNameYongwei Hu
            Life Limited
Comapany 9,
September  NameBon
             2022 Natural Life Limited
September
Page 3    9, 2022 Page 3
FirstName LastName
         regulations. As an example only, please expand your disclosure under
the heading
         "Enforceability of Civil Liabilities" to address risks related to the
enforceability of
         judgments in Hong Kong.
Prospectus Summary, page 1

7.       Please revise the diagram of the company   s corporate structure to
identify clearly the
         entity in which investors are purchasing their interest and the
entity(ies) in which the
         company   s operations are conducted. Revise the diagram and the
associated table to
         indicate who owns the remaining percentages of the entities in the
diagram, such as Xi'an
         Dietary and Tianjin YHX. Move the dotted line in the graph so that it
appears above the
         Hong Kong entity, or advise. Revise the font of the diagram so that
both the letters and
         numbers are large enough to be legible. Disclose the uncertainties
regarding the status of
         the rights of the Cayman Islands holding company and the challenges
the company may
         face due to legal uncertainties and jurisdictional limits.
8.       Add a summary of risk factors to the prospectus summary, and in that
section, disclose the
         risks that your corporate structure and being based in or having the
majority of the
         company   s operations in China pose to investors. In particular,
describe the significant
         regulatory, liquidity, and enforcement risks with cross-references to
the more detailed
         discussion of these risks in the prospectus or incorporated by
reference. For example,
         specifically discuss risks arising from the legal system in China,
including risks and
         uncertainties regarding the enforcement of laws and that rules and
regulations in China
         can change quickly with little advance notice; and the risk that the
Chinese government
         may intervene or influence your operations at any time, or may exert
more control over
         offerings conducted overseas and/or foreign investment in China-based
issuers, which
         could result in a material change in your operations and/or the value
of the securities you
         are registering for sale. Acknowledge any risks that any actions by
the Chinese
         government to exert more oversight and control over offerings that are
conducted overseas
         and/or foreign investment in China-based issuers could significantly
limit or completely
         hinder your ability to offer or continue to offer securities to
investors and cause the value
         of such securities to significantly decline or be worthless.
9.       Disclose each permission or approval that you or your subsidiaries are
required to obtain
         from Chinese authorities to operate your business and to offer the
securities being
         registered to foreign investors. State whether you or your
subsidiaries are covered by
         permissions requirements from the China Securities Regulatory
Commission (CSRC),
         Cyberspace Administration of China (CAC) or any other governmental
agency that is
         required to approve your operations, and state affirmatively whether
you have received all
         requisite permissions or approvals and whether any permissions or
approvals have been
         denied. Please also describe the consequences to you and your
investors if you or your
         subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii)
         inadvertently conclude that such permissions or approvals are not
required, or (iii)
         applicable laws, regulations, or interpretations change and you are
required to obtain such
 Yongwei Hu
FirstName
Bon NaturalLastNameYongwei Hu
            Life Limited
Comapany 9,
September  NameBon
             2022 Natural Life Limited
September
Page 4    9, 2022 Page 4
FirstName LastName
         permissions or approvals in the future.
10.      Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate
         completely your auditor, and that as a result an exchange may
determine to delist your
         securities. Disclose whether your auditor is subject to the
determinations announced by
         the PCAOB on December 16, 2021.
11.      Revise to provide a summary risk factor addressing the difficulty
transferring cash from
         China.
Risk Factors, page 13

12.      Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to highlight separately the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of the securities you are
registering.
13.      In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China (CAC) over data security, particularly for companies seeking to
list on a foreign
         exchange, please revise your disclosure to explain how this oversight
impacts your
         business and your offering and to what extent you believe that you are
compliant with the
         regulations or policies that have been issued by the CAC to date. We
note the disclosure
         on pages 9 and 13 regarding " the Measures for Cybersecurity Review
(2021 version) was
         promulgated and will become effective on February 15, 2022." As that
date has passed,
         please revise your disclosure. Also, clarify the import of the
disclosure on page 13 of
         your most recent Form 20-F that your leased properties have not been
properly registered
         by the lessors in relation to this disclosure.
14.      Expand your risk factor disclosure to explain whether there are any
commensurate laws or
         regulations in Hong Kong or Macau which result in oversight over data
security and
         explain how this oversight impacts your business and the offering and
to what extent
         you believe that you are compliant with the regulations or policies
that have been issued.
General

15.      Please update your discussion of the Holding Foreign Companies
Accountable
         Act by disclosing that on August 26, 2022, the Public Company
Accounting Oversight
         Board (PCAOB) signed a Statement of Protocol with the China Securities
Regulatory
         Commission and the Ministry of Finance of the People's Republic of
China, taking the
         first step toward opening access for the PCAOB to inspect and
investigate registered
         public accounting firms headquartered in mainland China and Hong Kong.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 Yongwei Hu
Bon Natural Life Limited
September 9, 2022
Page 5

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Abby Adams at 202-551-6902 or Dorrie Yale at
202-551-8776 if you
have any questions.



                                                           Sincerely,
FirstName LastNameYongwei Hu
                                                           Division of
Corporation Finance
Comapany NameBon Natural Life Limited
                                                           Office of Life
Sciences
September 9, 2022 Page 5
cc:       Joe Laxague, Esq.
FirstName LastName
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