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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2022
Commission File Number: 001-38397
Farmmi, Inc.
(Translation of registrant’s name into English)
Fl 1, Building No. 1, 888 Tianning Street, Liandu District
Lishui, Zhejiang Province
People’s Republic of China 323000
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x 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): ¨
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): ¨
EXPLANATORY NOTE
Explanatory Note:
As previously filed, on November 5, 2021, the Registrant entered into an Equity Transfer Framework Agreement with four shareholders of Shanghai Jiaoda Onlly Co., Ltd. (“Jiaoda Onlly”), a Shanghai Stock Exchange listed company under the ticker 600530.SH. Pursuant to the Equity Transfer Framework Agreement, the Registrant’s subsidiary Zhejiang Yitang Medical Service Co., Ltd. (“Yitang”) agreed to purchase 124,590,064 shares of Jiaoda Onlly from China Capital Investment (Group) Co., Ltd. (CCIG) and its affiliates for approximately RMB 509 million (approximately US$79.8 million). As of the date of this report, Yitang has paid RMB 50 million of such total purchase price.
On January 27, 2022, Yitang entered into an agreement (the “Agreement”) to assign it obligations and rights under the Equity Transfer Framework Agreement to Shanghai Shijie Decoration Design Engineering Co., Ltd. and Shanghai Yunjian Industrial Development Co., Ltd. (“Designated Parties”), two unrelated parties. Pursuant to the Agreement, the Designated Parties will pay the full price under the Equity Transfer Framework Agreement to the shareholders of Jiaoda Onlly, and the shareholders of Jiaoda Onlly will pay back the RMB50 million to Yitang which Yitang has already paid after such shareholders receive the full payment from the Designated Parties.
The Agreement is attached as Exhibit 10.1 to this Report on Form 6-K.
EXHIBIT INDEX
| Exhibit | Description | |
| 10.1 | English translation of Agreement dated January 27, 2022 |
SIGNATURE
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.
| Farmmi, Inc. | ||
| Date: January 27, 2022 | By: | /s/ Yefang Zhang |
| Yefang Zhang | ||
| Chief Executive Officer | ||
Exhibit 10.1
Agreement
Number：YT-202201001A
Party A: Zhejiang Yitang Medical Service Co., Ltd.
Address: Room 1306, 13th Floor, Building 1, Jiangning Building, No.27 Ningtai Road, Ningwei Street, Xiaoshan District, Hangzhou
Party B 1: Shanghai Shijie Decoration Design Engineering Co., Ltd.
Address: Room 2024, Zone I, 2nd Floor, Building 3, No.8 Xiushan Road, Chengqiao Town, Chongming District, Shanghai
Party B :. Shanghai Yunjian Industrial Development Co., Ltd.
Address: Room 2291, Building 94, No.4399 Wusi Road, Haiwan Town, Fengxian District, Shanghai
(Party B 1 and Party B 2 are hereinafter individually referred to as "Party B 1" and "Party B 2" and collectively referred to as "Party B".)
Whereas:
1. On November 5, 2021, Party A signed an Equity Transfer Framework Agreement (the "Framework Agreement") with China Capital Investment (Group) Co., Ltd., Shanghai CCI Investment Co., Ltd., Shanghai Hengshi Investment Management Co., Ltd., Xinjiang Huizhong Yifu Investment Co., Ltd. (the above four parties are collectively referred to as "Transferor") . According to the Framework Agreement, the transferor intends to transfer its equity of Shanghai Jiaoda Onlly Co., Ltd. (hereinafter referred to as the "Target Company") (stock code: 600530), total 124,590,064 shares of the Target Company's unrestricted shares (accounting for 15.97% of the total shares of the Target Company) and the ownership interests derived therefrom (including all carried interests and rights under such shares) to Party A or any entity designated by Party A for a price of RMB509,655,288.
2. Party B 1 and Party B 2 are both legally established and legally existing limited liability companies, and intend to participate in the investment in the Target Company.
3. After the execution of the Framework Agreement, Party A decides to withdraw from the investment in the Target Company due to the adjustment of its business strategy and the advices from multiple parties, and Party B is willing to undertake the above-mentioned investment.
Accordingly, Party A and Party B have reached the following agreements through friendly negotiation:
1. Party A voluntarily agrees to withdraw from the investment in the Target Company, and designates Party B as the transferee to receive the 124,590,064 unrestricted tradable shares of the Target Company collectively held by the transferor (accounting for 15.97% of the total shares of the Target Company) and the derivative interests (including all carried interest and rights under such shares).
2. After the execution of this agreement, Party B and the transferor will sign a formal equity transfer agreement. The transfer consideration, payment method, delivery and relevant rights and obligations shall be stipulated in the formal equity transfer agreement and its supplementary agreement (if any) signed by Party B and the transferor. Party A shall no longer undertake any obligations and enjoy the agreed rights under the Framework Agreement.
3. Both parties agree that on the same day after Party B pays all the equity transfer fees to the Transferor's co-managed account, Transferor will pay back the equity transfer fees of RMB 50 million paid by Party A and the interest generated to Party A's account. Meanwhile, Party B agrees to pay Party A the capital occupancy fee wtih an annual interest rate of 6.5% on the basis of RMB 50 million according to the actual payment days of Party A.
4. Without the unanimous written consent of all parties, neither party shall disclose any content of this agreement and any information related to this agreement to any third party other than the relevant information has been publicly disclosed. If any party violates the confidentiality obligations stipulated in this term, it shall compensate the non-breaching party for all losses of the non-breaching party and its affiliates.
5. All disputes arising from this agreement shall be settled through friendly negotiation. If the negotiation fails, either party may file a lawsuit with the competent court in the place where the contract is signed.
6. This agreement will take effect from the date of stamping by all parties. This agreement will be in three copies, each party holds one copy, all of which have the same effect.
（The following text is for signature and seal）
Party A (seal) : Zhejiang Yitang Medical Service Co., Ltd.
Legal Representative/Authorized Representative:
Party B 1 (Seal): Shanghai Shijie Decoration Design Engineering Co., Ltd.
Legal Representative/Authorized Representative:
Party B 2 (Seal): .Shanghai Yunjian Industrial Development Co., Ltd.
Legal Representative/Authorized Representative:
This Agreement is signed by the parties on /01 / 2022