United States securities and exchange commission logo





                              August 11, 2020

       Yongwei Hu
       Chairman and Chief Executive Officers
       Bon Natural Life Ltd
       C601 Gazelle Valley No. 69 Jinye Road
       Xi'an Hi-Tech Zone
       Xi'an China

                                                        Re: Bon Natural Life
Ltd
                                                            Draft Registration
Statement on Form F-1
                                                            Filed July 13, 2020
                                                            CIK No. 0001816815

       Dear Mr. Hu:

              We have reviewed your draft registration statement and have the
following 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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form F-1 filed July 13, 2020

       Cover Page, page 2

   1.                                                   Please revise page 2 to
include the date of the prospectus. Additionally, if you intend to
                                                        use the prospectus
before the effective date of the registration statement, please include
                                                        the "subject to
completion legend." Refer to Item 501(b)(9) and Item 501(b)(10).
       Prospectus Summary
       Our Business, page 4

   2.                                                   If accurate, please
clarify here, and throughout your document, that your products have
                                                        not been approved as
effective in treating or preventing any health conditions and/or
 Yongwei Hu
FirstName
Bon NaturalLastNameYongwei    Hu
            Life Ltd
Comapany
August 11, NameBon
           2020      Natural Life Ltd
August
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         diseases by a regulatory agency in the PRC. Additionally, removed
statements indicating
         that your products manage and/or improve health. If this is
inaccurate, please identify the
         agency, describe the approval process and describe any applicable
clinical trials. Please
         similarly revise page 12 where you indicate your new products focus on
preventing
         respiratory infection and preventing memory loss.
Our Strengths, page 5

3.       We note your disclosure that "Xi   an App-Chem is listed as a key
enterprise with ensured
         supplies in the COVID-19 prevention and control period by various
Chinese government
         agencies." Please revise your disclosure to clearly state that
stachyose has not been proven
         effective in preventing, treating, or controlling the spread of
COVID-19. Additionally,
         briefly describe what qualificationsfor a Company to be listed as a
"key enterprise" and
         the advantage to the Company of such designation.
Corporate History and Structure, page 8

4.       Please disclose in this section the fact that the shareholders of your
VIE may have
         interests that conflict with you.
5.       We note your disclosure on page 15 that "the pledged shares in Xi   an
App-Chem is still
         pending for registration with the local branch of the State
Administration for Market
         Regulation." Do you plan to complete your offering while the
registration of the share
         pledges is still pending, and therefore, are not yet deemed validly
created. If so, please
         explain these circumstances in your summary and include a risk factor
discussion
         clarifying the potential consequences.
Implications of Being an Emerging Growth Company, page 9

6.       Please provide us with copies of all written communications, as
defined in Rule 405 under
         the Securities Act, that you, or anyone authorized to do so on your
behalf, present to
         potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they
         retain copies of the communications.
Nutritional supplemental products maybe supported by limited availability of
conclusive clinical
studies, page 12

7.       We note your disclosure indicating that you believe your products are
safe despite the
         "little long term experience with human consumption" and your
dependence on
         consumers' perception of the efficacy, safety and quality of your
products. With respect
         to your products that lack a long history of use, please include
information about any
         safety related trials you conducted, including the objective results
of such trials.

         Additionally, we note your reference to "limited availability of
conclusive studies." Only
         a government agency with the requisite authority can make conclusive
determinations
         about safety and efficacy. If your products do not have such approval,
revise your
 Yongwei Hu
FirstName
Bon NaturalLastNameYongwei    Hu
            Life Ltd
Comapany
August 11, NameBon
           2020      Natural Life Ltd
August
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         disclosure to clearly state your products have not been deemed safe or
effective. Your
         indication that users may perceived them to be safe and effective
despite the lack of
         approval is not appropriate.

Risk Factors, page 12

8.       Please include a separate risk factor discussion regarding the PCAOB's
lack of access to
         audit work papers, preventing the PCAOB from fully evaluating audits
and quality control
         procedures of auditors based in China.
Risks related to our corporate structure, page 15

9.       Please explain your references to risks of foreign investment in
telecom services in China.
         It is not clear how these risks apply to yours business.
You may experience difficulties in effecting service of legal process,
enforcing foreign
judgments or bringing actions in China ..., page 20

10.      Please revise your statement that authorities in China "may" establish
a regulatory
         cooperative mechanism to implement cross border supervision and
administration to
         clearly state that the authorities have not established a regulatory
cooperative mechanism,
         leaving no mechanism to obtain information or conduct an
investigation, if necessary.
We may rely on dividends and other distributions on equity paid by our PRC
subsidiary..., page
21

11.      Please quantify amounts currently available for dividends and quantify
the current
         percentage of registered capital in reserves.
Market Drivers, page 58

12.      We note your statement that "According to International Monetary Fund
(IMF), per capita
         annual disposable income of the PRC increased with a CAGR of
approximately 9.0%."
         Please expand your disclosure to clarify the time period over which
such growth
         occurred.
Business
Overview , page 59

13.      We note your disclosure that you have developed four technology
platforms for "natural
         product large-scale separation, natural product safety improvement,
natural product
         activity enhancement, and natural product function compounding."
Please expand your
         disclosure to provide a description of each of the four platforms and
how they relate to
         your product offerings.
14.      We note that throughout the prospectus you refer to the "products and
services" that you
 Yongwei Hu
FirstName
Bon NaturalLastNameYongwei    Hu
            Life Ltd
Comapany
August 11, NameBon
           2020      Natural Life Ltd
August
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         provide. Please expand your disclosure to also include a description
of the services that
         you offer.
Product Categories, page 59

15.      Please provide support for your statement that "[y]our ambroxide
products are produced
         with higher purity and yield than industry average."
16.      Please expand your disclosure to explain what a bioactive food
ingredient is and how each
         ingredient is designed to be used. For example, on page 12, we note
your disclosure
         regarding the use of "stachyose as a dietary supplement for infants."
Manufacturing , page 60

17.      We note your disclosure on page 65 that "[y]our main competitors
technologies are
         mainly traditional physical and chemical techniques such as extraction
and separation"
         and that "[you] employ more advanced bio-manufacturing technologies."
Please expand
         your disclosure to explain the traditional physical and chemical
manufacturing techniques
         used and how the manufacturing process you've outlined uses more
advanced
         technologies.
Intellectual Property, page 61

18.      Please revise your disclosure to state the type of patent issued
(invention, utility model or
         design), the expiration date of each patent and the corporate entity
that holds the rights to
         each patent.
Marketing and Competition, page 63

19.      We note your disclosure on page 63 that your products "are
quick-acting and potent, as
         well as safe and compliant with local legal requirements." Please
delete the statements that
         the products are safe and effective unless they have been determined
to be so by the
         applicable government agency with requisite authority.
20.      We note your disclosure on page 19 that you "rely upon published and
unpublished safety
         information including clinical studies on ingredients used in [y]our
products." Please
         expand your disclosure to describe the referenced studies and their
objective findings in
         terms of clinical endpoints, as opposed to conclusions.
Property, Plants and Equipment, page 70

21.      We note your disclosure on page 70 that the Weinan Raw Materials and
Ingredients
         Production Site is leased by you. Please file the lease agreement or
explain your basis for
         determining it s not required to be filed.. Please refer to Item
601(b)(10).
Regulations on Production and Sale of Food Products, page 74

22.      We note your disclosure on page 63 that "[you] sell [y]our products
primarily through
 Yongwei Hu
Bon Natural Life Ltd
August 11, 2020
Page 5
         direct distributors in the PRC and, to some extent, to overseas
customers in Europe."
         Additionally we note your disclosure on page 55 that you have
generated approximately
         $5 million in revenue from overseas. To the extent applicable to your
products and
         services, please also describe any food safety or related regulations
in other countries
         where you conduct sales, such as Europe. Please also clarify which
corporate entity holds
         the Food Production Licenses and Food Business Licenses.
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Capital Leases Obligation, page F-13

23.      Please revise disclosures to state if the Company has adopted the
Accounting Standards
         Codification (ASC) 842, the date of adoption, the method of adoption,
how the adoption
         was implemented, and the practical expedient adopted if any. Follow
the guidance
         provided in ASC 842-50.
Exhibit Index, page II-2

24.      For each director nominee, please file the consent required by Rule
438 as an exhibit to
         the registration statement.
25.      We note that the labor contracts filed as exhibit 10.7 and 10.8 do not
appear to
         be translated in their entirety. Please refile the full English
translation of each agreement.
       You may contact Christine Torney at 202-551-3652 or Daniel Gordon at
202-551-3486 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Deanna Virginio at 202-551-4530 or Suzanne Hayes at 202-551-3675 with
any other
questions.



FirstName LastNameYongwei Hu                                     Sincerely,
Comapany NameBon Natural Life Ltd
                                                                 Division of
Corporation Finance
August 11, 2020 Page 5                                           Office of Life
Sciences
FirstName LastName