F-1 1 tv507927-f1.htm FORM F-1 tv507927-f1 - none - 15.9195566s
As filed with the Securities and Exchange Commission on December 4, 2018
Registration Statement No. 333-   ​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FARMMI, INC.
(Exact name of registrant as specified in its charter)
Cayman Islands
5149
Not Applicable
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer Identification
Number)
No. 307, Tianning Industrial Area
Lishui, Zhejiang Province
People’s Republic of China 323000
+86-057-1875555801 — telephone
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
+1-800-677-3394 — telephone
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Anthony W. Basch, Esq.
Kaufman & Canoles, P.C.
Two James Center, 14th Floor
1021 East Cary Street
Richmond, Virginia 23219
+1-804-771-5700 — telephone
+1-888-360-9092 — facsimile
Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this Registration Statement.
If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
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 7(a)(2)(B) of the Securities 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.
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
Amount to be
Registered(1) (2)
Proposed Maximum
Aggregate Price
Per Share
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration
Fee
Ordinary Shares, par value $0.001 per share, underlying convertible notes
1,797,126 $ 6.26(3) $ 11,250,008.76 $ 1,363.50
Ordinary Shares, par value $0.001 per share, underlying warrants
1,200,000 $ 6.53(4) $ 7,836,000.00 $ 949.72
Ordinary Shares, par value $0.001 per share, underlying warrants
179,712 $ 7.183(5) $ 1,290,871.30 $ 156.45
Ordinary Shares, par value $0.001 per share, underlying payment of interest on the notes
282,881 $ 5.634(6) $ 1,593,748.74 $ 193.16
Total 3,459,719 $ 21,970,628.79 $ 2,663
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended, there is also being registered hereby such indeterminate number of additional shares of common stock, par value $0.001 per share, of the registrant as may be issued or issuable because of share split, share dividend, recapitalization, exchange or similar event or otherwise
(2)
Represents 2,080,007 Ordinary Shares issuable upon conversion and repayment of certain outstanding convertible notes initially convertible at the rate of  $6.26 per share and payable at the rate of  $5.634 per share, which rates are subject to adjustment as referenced in the note, and 1,379,712 Ordinary Shares issuable upon exercise of certain outstanding warrants, of which 1,200,000 are exercisable at an exercise price of  $6.53 per share which will be lowered to the then-current Market Price (as such term is defined in the warrants), if such Market Price is less than the initial exercise price of  $6.53 per ordinary share on November 1, 2019, and 179,712 are exercisable at an exercise price of $7.183 per share which will be lowered to the then-current Market Price (as such term is defined in the warrants), if such Market Price is less than the initial exercise price of $7.183 per ordinary share on November 1, 2019, to be offered and sold, in each case, by the selling shareholders identified in this registration statement.
(3)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act based upon the higher of  (i) $6.26, which is the price at which the notes may be converted, and (ii) $4,555, which is the average of the high and low prices for one ordinary share as reported on the Nasdaq Capital Market on November 29, 2018 which date is a date within five business days of the filing of this registration statement.
(4)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act based upon the higher of  (i) $6.53, which is the price at which the warrants may be exercised, and (ii) $4,555, which is the average of the high and low prices for one ordinary share as reported on the Nasdaq Capital Market on November 29, 2018 which date is a date within five business days of the filing of this registration statement.
(5)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act based upon the higher of  (i) $7.183, which is the price at which the warrants may be exercised, and (ii) $4,555, which is the average of the high and low prices for one ordinary share as reported on the Nasdaq Capital Market on November 29, 2018 which date is a date within five business days of the filing of this registration statement.
(6)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act based upon the higher of  (i) $5.634, which is the price at which the interest on the notes may be repaid in shares, and (ii) $4,555, which is the average of the high and low prices for one ordinary share as reported on the Nasdaq Capital Market on November 29, 2018 which date is a date within five business days of the filing of this registration statement.
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities pursuant to this prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED DECEMBER 4, 2018
[MISSING IMAGE: lg_farmmi.jpg]
FARMMI, Inc.
3,459,719 Ordinary Shares
This prospectus relates to the resale, from time to time, by the selling shareholders identified in this prospectus under the caption “Selling Shareholders,” of up to 3,459,719 shares of our Ordinary Shares, par value $0.001 per share, issuable upon conversion, repayment or exercise of certain outstanding convertible notes and warrants issued and sold by us. We are not selling any Ordinary Shares under this prospectus and will not receive any proceeds from the sale of the Ordinary Shares by the selling shareholders. We will receive proceeds from any exercise of the warrants, which, if exercised in cash with respect to all of the 919,808 Ordinary Shares underlying the warrants offered hereby (assuming current exercise prices), would result in gross proceeds to us of approximately $6 million; however, we cannot predict when or if the warrants will be exercised and it is possible that the warrants may expire and never be exercised, in which case we would not receive any cash proceeds. The selling shareholders will bear all commissions and discounts, if any, attributable to the sale of the shares. We will pay for the expenses of this offering which are estimated to be $150,000.
The selling shareholders may sell the Ordinary Shares offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under the caption “Plan of Distribution”. The Ordinary Shares may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices.
Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “FAMI.” On November 30, 2018, the closing price of our Ordinary Shares was $4.41 per share.
We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. Investing in our Ordinary Shares involves risks. See “Risk Factors” beginning on page 11.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is [___], 2018.

Table of Contents
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About This Prospectus
This prospectus relates to the resale by the selling shareholders identified in this prospectus under the caption “Selling Shareholders,” from time to time, of up to an aggregate of 3,459,719 Ordinary Shares, par value $0.001 per share, issuable upon conversion, repayment or exercise of certain outstanding convertible notes and warrants. As described below under “Prospectus Summary — Description of Private Placements,” our Ordinary Shares registered by this prospectus are issuable upon conversion, repayment and/or exercise of  (a) senior convertible notes with an aggregate principal amount of  $7,500,000 (the “Notes”) which are initially convertible into an aggregate of 1,198,084 of the Company’s Ordinary Shares at the rate of  $6.26 per share, (b) warrants to purchase an aggregate of 800,000 Ordinary Shares at an exercise price of  $6.53 per share (the “Investor Warrants”), and (c) warrants to purchase an aggregate of 119,808 Ordinary Shares for an exercise price of  $7.183 per share to the placement agent (the “Placement Agent Warrants”). We are not selling any Ordinary Share under this prospectus, and we will not receive any proceeds from the sale of the Ordinary Shares offered hereby by the selling shareholders. Such selling shareholders will receive all proceeds from any such sales.
This prospectus is part of a registration statement on Form F-1 that we have filed with the Securities and Exchange Commission, or SEC. It omits some of the information contained in the registration statement, and reference is made to the full registration statement for further information with regard to us and the securities being offered by the selling shareholders. Any statement contained in the prospectus concerning the provisions of any document filed as an exhibit to the registration statement or otherwise filed with the SEC is not necessarily complete, and in each instance, reference is made to the copy of the document filed. You should review the complete document to evaluate these statements.
You should read this prospectus, any documents that we incorporate by reference in this prospectus and the information below under the caption “Where You Can Find More Information” and “Incorporation of Documents By Reference” before making an investment decision. You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it.
This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
You should not assume that the information in this prospectus or any documents we incorporate by reference herein is accurate as of any date other than the date on the front of each document. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus and the documents that are incorporated by reference herein contain certain market data and industry statistics and forecasts that are based on studies and clinical trials sponsored by the Company or third parties, independent industry publications and other publicly available information. Many of these statements involve risks and uncertainties and are subject to change based on various factors, including those discussed under the caption “Risk Factors” in this prospectus and under similar captions in the documents that are incorporated by reference herein. Accordingly, investors should not place undue reliance on this information.
References in this prospectus to the terms “the Company,” “FAMI,” “we,” “our” and “us” or other similar terms mean Farmmi, Inc. and our wholly owned subsidiaries, unless we state otherwise or the context indicates otherwise.
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Prospectus Summary
This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our Ordinary Shares. You should carefully consider, among other things, our consolidated financial statements and the related notes and the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.
Company Overview
We process and/or sell four categories of agricultural products: Shiitake mushrooms, Mu Er mushrooms, other edible fungi, and other agricultural products. Shiitake mushrooms and Mu Er mushrooms are our major products. We do not grow fungi, but instead purchase mushrooms from third parties, clean, process and package such products for sale. The production volume of the global mushroom market was 48,040,000 tons in 2016. We sell most of our products to domestic distributors in China, which then sell in China and internationally. We estimate approximately 91% of our products are sold in China and the remaining 9% are resold internationally, including USA, Japan, Canada and other countries, through distributors. In addition to our edible fungi products, from January 2017, we have also begun to generate on average approximately 1% of revenues from our trading activities. These trading activities are purchasing other agricultural products, produced by third-party manufacturers, and selling these products in our online stores, previously Farmmi Jicai (www.farmmi88.com) and currently Farmmi Liangpin Market (www.farmmi.com).
We operate the following online stores:
Online Store
Way of
Operation
Owner
Products
Sold
Established
on
Targeted
Customers
Note
1 Farmmi Jicai
(www.farmmi88.com)
Use our own website as the platform to sell the products Hangzhou Nongyuan Network Technology Co., Ltd. Edible fungi products produced by us (brands: “Farmmi” and “Forasen”) August 2016 Centralized Procurement
2 Farmmi Liangpin Market
(www.farmmi.com; wechat online mall;
mobile application)
Use our own website as the platform to sell the products Hangzhou Nongyuan Network Technology Co., Ltd. Edible fungi products produced by us (brands: “Farmmi” and “Puyangtang”) and by third-party manufacturers and other agricultural products August 2018 Retail Under testing from August 2018 to December 2018
3 Taobao Store
(https://shop435957171.taobao.com/?
spm=a230r.7195193.1997079397.2.nUrfeg)
Through an individual, sell our products on Taobao.com, a third-party website Zhejiang Forest Food Co., Ltd. Edible fungi products August 2016 Retail We plan to
close it in January 2019
Our online sales from the year ended September 30, 2017 have been generated by (1) the centralized procurement personnel who buy bulk edible fungi products on behalf of restaurants and cafeterias and (2) direct retail to individual consumers. Most of our offline sales are wholesale and a small percentage is the sales to the centralized procurement personnel who buy bulk edible fungi products on behalf of restaurants and cafeterias. The percentages of our online sales and our offline sales are as below:
Six Months Ended
March 31, 2018
Six Months Ended
March 31, 2017
Year Ended
September 30, 2017
Year Ended
September 30, 2016
Online Sales
4.61% 6.16% 7.84% 0.24%
Offline Sales
95.39% 93.84% 92.16% 99.76%
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We conduct our business through following structures:
Structure
Company
Business
Related PRC Legal
Restrictions on
Foreign-owned Entity
Parent-subsidiary Structure
All of our foreign-owned entity subsidiaries Process and/or sell agricultural products, as well as selling the products on third-party e-commerce websites None
Variable interest entity (“VIE”) Hangzhou Nongyuan Network Technology Co., Ltd., a domestic company Operate Farmmi Liangpin Market Restrictions on operation of independent online stores (deemed as value-added telecommunication service business) by foreign-owned entities
We conduct the vast majority of our business through a traditional equity ownership structure, which is a parent-subsidiary structure. The vast majority of our business is processing and/or selling agricultural products, as well as selling our products on third-party e-commerce websites. Based on the advice of our PRC legal counsel, Zhejiang Course Law Firm, PRC laws and regulations allow foreign-owned entities to conduct such business directly, rather than through contractual VIE agreements. Our VIE generated less than 8% of our revenues for the six months ended March 31, 2018 and 2017, and the year ended September 30, 2017 and did not generate any revenue before then. As the chart above shows, our VIE operates only where we are not permitted to own the operating company by PRC laws and regulations.
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Company Structure
Our current corporate structure is as follows:
[MISSING IMAGE: tv507927_chrt-flow1.jpg]
To comply with PRC laws and regulations, such as the Circular on Strengthening the Administration of Foreign Investment in Value-added Telecommunications Services issued by the MIIT in July 2006, we conduct our e-commerce operations in China principally through Hangzhou Nongyuan Network Technology Co., Ltd. (“Nongyuan Network”), which we treat as our consolidated affiliated entity in China. Hangzhou Suyuan Agriculture Technology Co., Ltd. (“Suyuan Agriculture”) has entered into a series of VIE agreements with Nongyuan Network and its sole shareholder Mr. Zhengyu Wang, the husband of Ms. Yefang Zhang. Pursuant to these agreements, Suyuan Agriculture has the exclusive rights to provide to Nongyuan Network consulting services related to business operation and management, Suyuan Agriculture is obligated to absorb all of the loss from Nongyuan Network’s activities and is entitled to receive all of its residual returns, Nongyuan Network’s sole shareholder irrevocably authorizes Suyuan Agriculture to exercise voting rights and all other rights as the shareholder, Suyuan Agriculture can exercise management control over the activities that most significantly impact the economic performance of Nongyuan Network, Suyuan Agriculture has an exclusive option to purchase all or part of the equity interests in Nongyuan Network, and Nongyuan Network’s shareholder pledged all of his equity interests in Nongyuan Network to Suyuan Agriculture as collateral to secure performance of all of his obligations under these agreements.
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See “BUSINESS — Corporate Information — Hangzhou Nongyuan Network Technology Co., Ltd. (‘Nongyuan Network’)” for detailed descriptions of each of the VIE agreements we have entered into. These contractual arrangements enable us to exercise effective control over Nongyuan Network and receive all of the economic benefits from it.
Industry and Market Background
Edible fungi is our major product category. The production volume of the global mushroom market was 48,040,000 tons in 2016 and an expected 50,600,000 tons in 2017.
Our company’s primary market is China. In the six months ended March 31, 2018 and in the fiscal year ended September 30, 2017, we sold approximately 91% and 90% of our edible fungi products in China. China is the largest producer of edible fungi. China produced 76.71% of the global edible fungi in 2016 (source: China Edible Fungi Market Research and Development Trend Forecast (2017) issued by QYR Food Research Center).
Most of the edible fungi produced by China is for domestic consumption. In 2015, the export portion of edible fungi was only 1.73% of the annual production in China (source: China Edible Fungi Market Research and Development Trend Forecast (2016) issued by QYR Food Research Center). Edible fungi, especially Shitake mushroom and Mu Er (also known as wood ear mushrooms), have become important food sources for the Chinese.
In general, the consumption volume of edible fungi in China is growing. From 2006 to 2016, the edible fungi consumed by China market increased from 14,140,000 metric tons (approximately 31 billion pounds) to 36,860,000 metric tons (approximately 81 billion pounds).
Our Opportunity and Strategy
Our growth strategy is as follows, although there is no guarantee that our growth plan will be successful:
1.
Expanding export customers of our existing products of edible fungi
We plan to continue increasing our export sales and develop more export customers. We intend to further investing our resources in promoting overseas market, including attending more export fairs and developing cross-border e-commerce.
2.
Increasing varieties of agricultural products
Currently our main products are edible fungi. We plan to increase varieties of our agricultural products. We have begun to sell tea processed by a local company. We plan to sell other agricultural products manufactured by other companies, such as rice and nuts.
3.
Expanding our e-commerce platforms
We have established two online store websites: Farmmi Jicai (meaning “Farmmi centralized procurement;” “[MISSING IMAGE: tv507927_ccs01.jpg] ” in Chinese; www.farmmi88.com) and Farmmi Liangpin Market (meaning “Farmmi market of products of good quality;” “[MISSING IMAGE: tv507927_ccs02.jpg] ” in Chinese; www.farmmi.com).
Competitive Strengths
We believe we have the following competitive strengths. Some of our competitors may have these or other competitive strengths.
1.
Sophisticated Quality Control System. Product quality is always our major focus. We enforce a series of quality standards for our edible fungi products, adopt sound quality control systems and have been awarded various quality certificates. Our workers must follow specific quality control procedures in the factories. In addition, our traceability system allows us to trace and correct any quality issues.
2.
Established supplier relationships. We have strong and long-term relationships with many family farms as suppliers to ensure our access to relatively high-quality dried edible fungi.
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3.
Stable and experienced factory employees. Among our current approximately 80 factory workers, there are over 20 employees who have worked with our founders, Ms. Zhang and Mr. Wang, for over 10 years. They are great assets to us as they are loyal to the company and have rich experience in processing edible fungi.
4.
Favorable location. We are based in Lishui, a city in the southwest of Zhejiang province. It is in an important mushroom resource base, giving our company access to an abundance of high quality, affordable raw materials.
Our Challenges and Risks
We recommend that you consider carefully the risks discussed below and under the heading “Risk Factors” beginning on page 11 of this prospectus before purchasing our Ordinary Shares. If any of these risks occur, business, prospects, financial condition, liquidity, results of operations and ability to make distributions to our shareholders could be materially and adversely affected. In that case, the trading price of our Ordinary Shares could decline and you could lose some or all of your investment. These risks include, among others, the following:

PRC Legal Challenges.

Under the Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders.

Since our operations and assets are located in the PRC, shareholders may find it difficult to enforce a U.S. judgment against the assets of our company, our directors and executive officers.

Reputation risk.   If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources, including but not limited to money and personnel, to investigate and resolve the matter which could harm our business operations, this offering and our reputation and could result in a loss of your investment in our shares, especially if such matter cannot be addressed and resolved favorably.

Low barrier to entry.   We believe the barrier to entry in our industry is relatively low. Although we believe we distinguish our company from competitors on the basis of quality, to the extent our customer base focuses heavily on price, many of our competitors can provide products at relatively low prices, affecting our profit margins as we seek to compete with them.

Expansion risk.   We have devoted resources, approximately $200,000, to our decision to build and develop our online stores Farmmi Jicai and Farmmi Liangpin Market in China. We plan to further expand them. While this decision may offer new opportunities to our company, it is also a new venture and these online stores have only operated for a few months to two years. Farmmi Jicai and Farmmi Liangpin Market are not well known by consumers yet. As a result, we have no guarantee that we will be successful in this new expansion. If we do not manage our expansion effectively, our business prospects could be impaired.

Reliance risk.   We are subject to risks related to our heavy dependence on our major clients China National Forest Products Corp. and China National Tree Seed Corporation. If we cannot maintain long-term relationships with these two companies, the loss of our sales to them could have an adverse effect on our business, financial condition and results of operations.

Limits to increase efficiency.   Our plans to continue to improve productivity and reduce costs may not be successful, which would adversely affect our ability to compete.
Implications of Being an Emerging Growth Company
We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:
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the ability to include only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations disclosure; and

an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002.
We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.07 billion in annual revenue, have more than $700 million in market value of our Ordinary Shares held by non-affiliates or issue more than $1 billion of non-convertible debt over a three-year period.
Description of Private Placements
On November 1, 2018, we completed a $7.5 million private placement (the “Private Placement”) with an institutional investor. The securities sold by the Company in the Private Placement consisted of  (a) senior convertible notes with an aggregate principal amount of  $7,500,000 (the “Notes”) which are initially convertible into an aggregate of 1,198,084 of the Company’s Ordinary Shares at the rate of  $6.26 per share and (b) warrants to purchase an aggregate of 800,000 Ordinary Shares at an exercise price of  $6.53 per share (the “Investor Warrants”). We also issued warrants to purchase an aggregate of 119,808 Ordinary Shares for an exercise price of  $7.183 per share to the placement agent (the “Placement Agent Warrants,” and together with the Investor Warrants, the “Warrants”). In connection with the Private Placement, we are registering the resale of our Ordinary Shares acquired upon conversion or repayment of the Notes and exercise of the Warrants.
Prospectus Conventions
Except where the context otherwise requires and for purposes of this prospectus only, “we,” “us,” “our company,” “our” and “Farmmi” refer to:

Farmmi, Inc., a Cayman Islands company limited by shares (“FMI” when individually referenced);

Farmmi International Limited, a Hong Kong limited company (“Farmmi International” when individually referenced), which is a wholly owned subsidiary of FMI;

Farmmi (Hangzhou) Enterprise Management Co., Ltd., a PRC company (“Farmmi Enterprise”) (also referred to as [MISSING IMAGE: tv507927_ccs03.jpg] in Chinese), which is a wholly owned subsidiary of Farmmi International;

Lishui Farmmi Technology Co., Ltd., a PRC company (“Farmmi Technology”) (also referred to as [MISSING IMAGE: tv507927_ccs04.jpg] in Chinese), which is a wholly owned subsidiary of Farmmi International;

Hangzhou Suyuan Agriculture Technology Co., Ltd., a PRC company (“Suyuan Agriculture”) (also referred to as [MISSING IMAGE: tv507927_ccs05.jpg] in Chinese), 50% of which is owned by Farmmi Enterprise and 50% of which is owned by Farmmi Technology;

Hangzhou Nongyuan Network Technology Co., Ltd., a PRC company (“Nongyuan Network”) (also referred to as [MISSING IMAGE: tv507927_ccs06.jpg] in Chinese), which is wholly owned by Mr. Zhengyu Wang, a PRC citizen and wholly controlled by Suyuan Agriculture through VIE;

Zhejiang FLS Mushroom Co., Ltd., a PRC company (“FLS Mushroom”) (also referred to as [MISSING IMAGE: tv507927_ccs07.jpg] in Chinese), which is a wholly owned subsidiary of Suyuan Agriculture;

Zhejiang Forest Food Co., Ltd., a PRC company (“Forest Food”) (also referred to as [MISSING IMAGE: tv507927_ccs08.jpg] in Chinese), which is a 96.1528%-owned subsidiary of Suyuan Agriculture, the remaining 3.8472% of Forest Food being held by Hangzhou Dawo Software Ltd. Co. (“Dawo”), a PRC company and a non-affiliated third party; and
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Zhejiang Farmmi Food Co., Ltd., a PRC company (“Farmmi Food”) (also referred to as [MISSING IMAGE: tv507927_ccs09.jpg] in Chinese), which is a wholly owned subsidiary of Suyuan Agriculture.
This prospectus contains translations of certain RMB amounts into U.S. dollar amounts at a specified rate solely for the convenience of the reader. The exchange rates in effect as of March 31, 2018 and March 31, 2017 were RMB 1 for $0.1592 and $0.1451, respectively. The average exchange rates for the six months ended March 31,2018 and March 31,2017 were RMB 1 for $0.1542 and $0.1458, respectively. The exchange rates in effect as of September 30, 2017 and September 30, 2016 were RMB 1 for $0.1503 and $0.1499, respectively. The average exchange rates for the years ended September 30, 2017 and 2016 were RMB 1 for $0.1468 and $0.1531, respectively. We use period-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. Any discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.
For the sake of clarity, this prospectus follows English naming convention of first name followed by last name, regardless of whether an individual’s name is Chinese or English. For example, the name of our chief executive officer will be presented as “Yefang Zhang,” even though, in Chinese, Ms. Zhang’s name is presented as “Zhang Yefang.”
We have relied on statistics provided by a variety of publicly-available sources regarding China’s expectations of growth, China’s demand for edible fungi and China’s edible fungi industry. We did not, directly or indirectly, sponsor or participate in the publication of such materials, and these materials are not incorporated in this prospectus other than to the extent specifically cited in this prospectus. We have sought to provide current information in this prospectus and believe that the statistics provided in this prospectus remain up-to-date and reliable, and these materials are not incorporated in this prospectus other than to the extent specifically cited in this prospectus.
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The Offering
Shares offered by the selling shareholders:
3,459,719 Ordinary Shares (1,797,126 underlying the Notes, 1,200,000 underlying the Investor Warrants, 179,712 underlying the Placement Agent Warrants and 282,881 underlying payment of the interest on the Notes in shares).
Shares Outstanding Prior to Completion of Offering:
11,932,000 Ordinary Shares, excluding 1,198,084 underlying the Notes, 800,000 underlying the Investor Warrants, 119,808 underlying the Placement Agent Warrants, 188,587 underlying payment of the interest on the Notes in shares and 154,560 underlying the warrants we issued at the completion of our initial public offering (the “IPO Warrants”).
Shares to be Outstanding after Offering:
14,238,479 Ordinary Shares, assuming the full conversion of the Notes, exercise of all the Warrants, repayment of all the interest on the Notes in shares, no change to the initial conversion rate and the initial exercise price, and no exercise of the IPO Warrants.
Terms of this offering:
The selling shareholders, including their transferees, donees, pledgees, assignees and successors-in-interest, may sell, transfer or otherwise dispose of any or all of Ordinary Shares offered by this prospectus from time to time on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. The Ordinary Shares may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices.
Use of proceeds
All proceeds from the sale of the Ordinary Shares offered hereby will be for the account of the selling shareholders. We will not receive any proceeds from the sale of the Ordinary Shares offered pursuant to this prospectus. We will receive proceeds upon cash exercises, if any, of the Warrants to purchase the Ordinary Shares offered hereby. See the caption “Use of Proceeds” in this prospectus.
Nasdaq Capital Market Symbol:
“FAMI” (CUSIP No. G33277 107)
Trading:
Our Ordinary Shares currently trade on the Nasdaq Capital Market. There is no established trading market for the Warrants or the Notes that are convertible or exercisable for the shares offered hereby.
Risk Factors:
Investing in these securities involves a high degree of risk. As an investor, you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section of this prospectus beginning on page 11 before deciding to invest in our Ordinary Shares.
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Summary Financial Information
In the table below, we provide you with historical selected financial data for the six months ended March 31,2018 and 2017 and the fiscal years ended September 30, 2017 and 2016. This information is derived from our consolidated financial statements included elsewhere in this prospectus. Historical results are not necessarily indicative of the results that may be expected for any future period. When you read this historical selected financial data, it is important that you read it along with the historical financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.
(All amounts in U.S. dollars)
Statement of operations data:
For the six months ended
March 31,
For the years ended
September 30,
2018
2017
2017
2016
Revenues
$ 13,020,037 $ 11,268,264 $ 26,665,601 $ 20,715,230
Gross profit
$ 2,099,279 $ 1,974,990 $ 4,524,722 $ 3,343,814
Operating expenses
$ 821,692 $ 719,640 $ 1,055,493 $ 474,361
Income from operations
$ 1,277,587 $ 1,255,350 $ 3,469,229 $ 2,869,453
Provision for Income taxes
$ 1,591 $ 7,870 $ 5,793 $ 269,367
Net income
$ 1,197,686 $ 1,135,882 $ 3,270,346 $ 2,310,090
Balance sheet data:
As of March 31,
As of September 30,
2018
2017
2017
2016
Current assets
$ 21,045,659 $ 12,437,227 $ 13,741,413 $ 13,053,584
Total assets
$ 21,745,110 $ 12,508,740 $ 13,843,929 $ 13,135,055
Current liabilities
$ 2,191,685 $ 4,325,722 $ 2,529,848 $ 5,847,672
Total liabilities
$ 2,892,244 $ 4,325,722 $ 3,191,015 $ 5,847,672
Total shareholders’ equity (net assets)
$ 17,904,593 $ 7,317,094 $ 9,756,338 $ 6,391,882
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Risk Factors
Before you decide to purchase our Ordinary Shares, you should understand the high degree of risk involved. You should consider carefully the following risks and other information in this prospectus, including our consolidated financial statements and related notes. If any of the following risks actually occur, our business, financial condition and operating results could be adversely affected. As a result, the trading price of our Ordinary Shares could decline, perhaps significantly.
Risks Related to Our Business and Industry
The loss of any of our key customers could reduce our revenues and our profitability.
Our key customers are principally China National Forest Products Corp. (“China Forest”) and China National Tree Seed Corporation (“China Tree Seed”), large state-owned enterprises under China Forestry Group Corporation. They are all unrelated parties. For the six months ended March 31, 2018, sales to China Forest and China Tree Seed, amounted in the aggregate to 73.89% and 8.66% of our total revenue, respectively. For the six months ended March 31, 2017, sales to China Forest and China Tree Seed amounted in the aggregate to 80.91% and 3.88% of our total revenue, respectively. For the year ended September 30, 2017, sales to China Forest and China Tree Seed, amounted in the aggregate to 75.77% and 5.50% of our total revenue, respectively. For the year ended September 30, 2016, sales to China Forest and China Tree Seed amounted in the aggregate to 80.18% and 4.89% of our total revenue, respectively. There can be no assurance that we will maintain or improve the relationships with these customers, or that we will be able to continue to supply these customers at current levels or at all. Any failure to pay by these customers could have a material negative effect on our company’s business. In addition, having a relatively small number of customers may cause our quarterly results to be inconsistent, depending upon when these customers pay for outstanding invoices.
During the six months ended March 31, 2018 and 2017, and the years ended September 30, 2017 and 2016, we had one customer, China Forest, that accounted for 10% or more of our revenues.
Customer Name
Six Months Ended
March 31,
2018
Six Months Ended
March 31,
2017
Year Ended
September 30,
2017
Year Ended
September 30,
2016
China Forest
73.89% 80.91% 75.77% 80.18%
If we cannot maintain long-term relationships with these major customers, the loss of our sales to them could have an adverse effect on our business, financial condition and results of operations.
We buy our supplies from a relatively limited number of suppliers.
During the six months ended March 31,2018, our largest supplier accounted for approximately 44.82% of our total purchases. During For the six months ended March 31,2017, our largest supplier accounted for approximately 71.75% of our total purchases. During the six months ended March 31, 2018 and 2017, we had two suppliers and one supplier that accounted for 10% or more of our purchases, respectively.
During the year ended September 30, 2017, our largest supplier accounted for approximately 60.32% of our total purchases. During the year ended September 30, 2016, our largest supplier accounted for approximately 57.05% of our total purchases. During each of the years ended September 30, 2017 and 2016, we had two suppliers that accounted for 10% or more of our purchases.
Supplier Name
Six Months Ended
March 31,
2018
Six Months Ended
March 31,
2017
Year Ended
September 30,
2017
Year Ended
September 30,
2016
Jingning Liannong Trading Co., Ltd.
32.45% 71.75% 60.32% 57.05%
Qingyuan Nongbang Mushroom Industry Co., Ltd.
44.82% 9.54% 20.32% 30.10%
Because we purchase a material amount of our raw materials from these suppliers, the loss of any such suppliers could result in increased expenses for our company and result in adverse impact on our business, financial condition and results of operations.
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Our failure to comply with PRC food safety laws may require us to incur significant costs.
Manufacturers in the Chinese food industry are subject to compliance with PRC food safety laws and regulations. These food safety laws require all enterprises engaged in the production of edible fungi and various vegetables and fruits to obtain a food production license for each of their production facilities. Such laws also require manufacturers to comply with regulations with respect to food, food additives, packaging, and food production sites, facilities and equipment. Meanwhile, a separate food distribution license is required for engaging in the sale of food. Failure to comply with PRC food safety laws may result in fines, suspension of operations, loss of licenses and, in more extreme cases, criminal proceedings against an enterprise and its management. The Chinese government may also change the existing laws or regulations or impose additional or stricter laws or regulations, compliance with which may cause us to incur significant capital expenditures, which we may be unable to pass on to our customers through higher prices for our products.
We lack product and business diversification. Accordingly, our future revenues and earnings are more susceptible to fluctuations than a more diversified company.
Our current primary business activities focus on edible fungi products. Because our focus is limited in this way, any risk affecting the edible fungi industry or consumers’ desire for edible fungi products could disproportionately affect our business. Our lack of product and business diversification could inhibit the opportunities for growth of our business, revenues and profits.
Governmental support to the agriculture industry and/or our business may decrease or disappear.
Currently the Chinese government is supporting agriculture with tax exemption, especially e-commerce in agriculture. In addition, our local government has been supporting our company by providing subsidies from time to time. These beneficial policies may change, so the support we receive from the government may decrease or disappear, which may impact our development.
Beneficial tax incentives may disappear.
We operate our business through our Chinese subsidiaries. Currently the agriculture industry is highly supported by the Chinese government. For example, to further strengthen and standardize the support of comprehensive agricultural development to the characteristic industries with agricultural advantages, the Chinese National Office of Comprehensive Agricultural Development has decided to carry out the compilation of The Plan for Comprehensive Agricultural Development to Support the Agricultural Advantage and Characteristic Industries (2019-2021) (the “New Plan”). Edible fungi are emphasized and classified as a “dominant and characteristic industry,” which may become the objects of policy-support issue in the future. However, the New Plan has not yet been formally approved and the final result remains to be further observed.
As an agricultural production enterprise, we are enjoying certain tax benefits, including a tax waiver for our dried mushroom wholesale business. If the tax policies change in a way that some or all of the tax benefits we presently receive are cancelled, we may need to pay much higher taxes which will reduce or eliminate our profit margin.
We are subject to extensive regulations by the Chinese government.
The food industry is subject to extensive regulations by Chinese government agencies. Among other things, these regulations govern the manufacturing, importation, processing, packaging, storage, exportation, distribution and labeling of our products. New or amended statutes and regulations, increased production at our existing facilities, and our expansion into new operations and jurisdictions may require us to obtain new licenses and permits and could require us to change our methods of operations at costs that could be substantial.
Failure to make adequate contributions to Housing Provident Fund for certain employees of our PRC subsidiaries could subject us to labor disputes or complaint and adversely affect our financial condition.
Pursuant to the Regulations on Management of Housing Provident Fund (“HPF”), promulgated by the State Council on April 3, 1999 and amended on March 24, 2002, PRC enterprises must register with
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relevant HPF management center, open special HPF accounts at a designated bank and make timely HPF contributions for their employees. In accordance with the Regulations on Management of Housing Provident Fund and the Rules for Administrative Enforcement of Housing Provident Fund in Zhejiang Province, an enterprise that fails to register with HPF management center or open accounts for its employees shall be ordered to do so within the prescribed time; if a PRC company fails to comply within the prescribed time, it could be fined between RMB 10,000 and RMB 50,000.
Furthermore, if such enterprise fails to pay in full or in part its HPF contributions, such enterprise will be ordered by the HPF enforcement authorities to make such contributions, and may be compelled by the people’s court that has jurisdiction over the matter to make such contributions. Pursuant to the relevant HPF laws and regulations, HPF contributions are only required for employees with urban housing registration. For employees with rural housing registration, contributions are voluntary and are not required. In addition, there are discrepancies in the interpretation and enforcement of such regulations at the national and local level. Local and national enforcement practices at times vary significantly.
Our PRC subsidiaries have not opened HPF accounts for approximately 80% of their employees (most of them are with rural housing registration), and their contribution to HPF did not cover these employees. Regarding those employees with urban housing registration but not covered by our PRC subsidiaries’ contribution to HPF, our PRC subsidiaries may potentially be ordered by HPF enforcement authorities to make full contribution, and face litigation by employees in relation to their failure to make full contribution. As of the date of this prospectus, our PRC subsidiaries have not received any demand or order from the competent authorities with respect their HPF contribution. To the extent the PRC subsidiaries are required to make such payment, our financial condition will likely be adversely affected.
Changes in trade policies may make our products more expensive to end purchasers in other countries.
We currently receive incentives and support from our local government. Further, China has policy support for the agricultural sector. Because we export approximately 9% of our products for sale outside China, we are subject to the risk that foreign governments will view such support, either now or in the future, as unfair trade practices. If this were to happen, our products could be subjected to tariffs or other taxes that cause such products to be more expensive and thus less attractive to potential purchasers.
The edible fungi cultivated by our suppliers is subject to risks related to diseases, pests, abnormal temperature change and extreme weather events.
Edible fungi are exposed to diseases and pests. Pests and diseases during the cultivation process may significantly decrease the quantity of the qualified edible fungi provided to us, which may force us to breach our contracts with our clients by not being able to supply enough products to them timely, and further impact our revenues.
Temperature can have a significant impact on the growth and the quality of edible fungi. Mushrooms can only grow under certain temperature. If the temperature is too low, the edible fungi may grow slowly or even not grow at all. If the temperature is too high, the edible fungi may grow too fast and have a worse texture.
Global warming is increasing the frequency and severity of extreme weather events around the world. Although our suppliers are using more and more carefully managed environments for cultivation, extreme weather events may still impact our cultivation process. As a result, the supply of our raw materials may be affected. For example, because of the warm winter in 2016, the quantity of edible fungi cultivated in Lishui, Zhejiang Province increased, but the quality decreased and the price decreased accordingly.
Our supplier farms may fail to comply with the legal requirements and our quality standards and negatively affect the quality of our raw materials.
Our supplier farms are responsible for complying with the legal requirements. It is possible that they fail to comply with any PRC law relating to food safety during their production process. If the governmental agency determines they are not eligible to continue the operation, we will need to find alternative supplier farms to meet our demands. The supplier farms may also fail to comply with our quality standards. As a result, our raw materials provided by these family farms will be negatively affected. If we are unable to
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inspect and rule out any affected fungi and we sell them to our clients, our reputation will be harmed. Our clients may cease purchasing products from us. Even if we are able to inspect the affected fungi, we will need to spend extra time to find alternative suppliers to supplement our raw materials.
The purchase price of dried edible fungi is based on local market price which we cannot control and predict.
When we purchase dried edible fungi from our suppliers, we usually reach a price slightly higher than the local market price on that day or during that period because we seek to purchase top quality dried mushrooms, which command premium prices. If the local market price is unusually higher on that day or during that period, and if we have to purchase certain amount of edible fungi to fulfill our clients’ orders, we will spend more on the costs than expected. Because we receive the orders from our clients first when the sale price is set, and then purchase dried edible fungi accordingly, a higher purchase price will reduce our profit margin.
Increases in edible fungi costs may negatively affect our operating results.
The price of edible fungi may be inelastic when we wish to purchase supplies. While we have attempted to mitigate this risk by taking advantage of decreases in other expenses (due to better transportation infrastructure reducing the cost of bringing materials to our company and from our company to our customers) and improving efficiency, we cannot guarantee that we will be able to control our material expenses. In addition, as we are competing based upon low price, we will risk losing customers by increasing our selling prices. To the extent our expenses increase beyond the price we can charge our customers, our operating results could be harmed.
Our products are not nationally well known.
Our product visibility in general is not high in China. Although we plan to participate in more industry events to improve recognition and drive revenues, we have no guarantee that we will be able to materially increase the market recognition of all our edible fungi products. To the extent we are unable to increase our product visibility, we may face challenges in increasing revenues or increasing the profit margin for such products.
Our products have relatively low technical requirements; therefore, barriers to entry are minimal.
Processing edible fungi does not require complicated technology. Our competitors can create similar products at a relatively low cost because there are minimal barriers of entry. To the extent our customers discriminate based on price, we may find that we lose market share to new producers. Moreover, we may be required to reduce our price in order to maintain or slow loss of market share for such products.
Our e-commerce strategy may not succeed.
We have devoted resources, approximately $200,000, to our decision to build and develop our online store Farmmi Jicai targeting centralized procurement and our retail online store Farmmi Liangpin Market in China. We plan to further expand them. While this decision may offer new opportunities to our company, it also is a new venture and has only recently begun to operate. As a result, we have no guarantee that we will be successful in this new expansion. If we do not manage our expansion effectively, our business prospects could be impaired.
Our directors’ and executive officers’ other business activities may pose conflicts of time commitment and conflicts of interest.
Our directors and executive officers have other business interests outside the company that could potentially give rise to conflicts of time commitment. For example, our Chief Executive Officer and Chairwoman, Yefang Zhang, and her husband and one of our directors, Zhengyu Wang, collectively own all of Forasen Group. Zhengyu Wang is also the Chairman and Chief Executive Officer of Tantech Holdings Ltd (“Tantech”), another Nasdaq listed company, and Yefang Zhang is its director.
Ms. Zhang has historically devoted approximately 85% of her time to matters concerning Farmmi, approximately 5% of her time to matters for Tantech, and approximately 10% of her time to matters concerning Forasen Group. Mr. Wang has historically devoted approximately 15% of his time to matters
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concerning Farmmi, approximately 70% of his time to matters for Tantech, and approximately 15% of his time to matters concerning Forasen Group. As Ms. Zhang and Mr. Wang devote considerable time and effort to Tantech and Forasen Group, these sort of business activities could both distract them from focusing on Farmmi and pose a conflict of time commitment.
Our company and Forasen Group signed a Non-Competition Agreement which provides that Forasen Group should not engage in any business that our company engages in, except purchasing products from us. In addition, Mr. Wang and Ms. Zhang signed a Non-Competition Agreement with our company and Tantech which provides that Mr. Wang and Ms. Zhang shall not vote in favor or otherwise cause Tantech to engage in the business that we conduct. Although because of these non-competition agreements, we do not believe that there are business activities of Mr. Wang and Ms. Zhang that will compete directly with our business operations, it is possible that the enforceability of these agreements is challenged and a conflict of interest occurs.
Outstanding bank loans may reduce our available funds.
We have approximately $1,751,398 in outstanding bank loans as of March 31, 2018. The loans are held at multiple banks and were or are secured by related parties, such as our CEO Ms. Yefang Zhang, our director Mr. Zhengyu Wang, Zhejiang Forasen Group Co., Ltd. (“Forasen Group”) and unrelated parties, such as Zhejiang Lishui Xinyite Automation Technology Co., Ltd. (“Zhejiang Xinyite”) and Zhejiang Meifeng Tea Industry Co., Ltd. (“Zhejiang Meifeng”). While we believe we have adequate capital to repay these bank loans at present, there can be no guarantee that we will be able to pay all amounts when due or to refinance the amounts on terms that are acceptable to us or at all. If we are unable to make our payments when due or to refinance such amounts, our property could be foreclosed and our business could be negatively affected.
While we do not believe they will impact our liquidity, the terms of the debt agreements impose significant operating and financial restrictions on us. These restrictions could also have a negative impact on our business, financial condition and results of operations by significantly limiting or prohibiting us from engaging in certain transactions, including but not limited to: incurring or guaranteeing additional indebtedness; transferring or selling assets currently held by us; and transferring ownership interests in certain of our subsidiaries. The failure to comply with any of these covenants could cause a default under our other debt agreements. Any of these defaults, if not waived, could result in the acceleration of all of our debt, in which case the debt would become immediately due and payable. If this occurs, we may not be able to repay our debt or borrow sufficient funds to refinance it on favorable terms, if any.
We may be unable to refinance our short-term loans.
We expect to be able to refinance our short-term loans based on past experience and our good credit history. We do not believe failure to refinance from certain banks will have significant negative impact on our normal business operations. In the six months ended March 31, 2017 and the year ended September 30, 2017, our operating cash flow was positive, but in the six months ended March 31, 2018 and the year ended September 30, 2016, our operating cash flow was negative. In addition, our related parties including our major shareholders and affiliate companies, are willing to provide us financial support. However, it is possible for us to have negative cash flow in the future, and for our related parties to be unable to provide us financial support as needed. As a result, the failure to refinance our short-term loans could potentially affect our capital expenditure and expansion of business.
We have guaranteed third parties’ debt, and a failure by such parties to repay their debts may be enforced against our company.
As a condition of obtaining bank financing, smaller companies in China sometimes enter into reciprocal debt guaranties with third parties, pursuant to which the bank agrees to provide loans to one or more unrelated entities if such entities agree to guaranty the loans made to the other entities.
Over the years, our subsidiaries were the guarantors of third parties’ debts and were also beneficiaries of third parties’ guaranties.
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We are not currently guaranteeing any third party debts or intend to enter into any third party guarantees after completion of this offering. We have also adopted a policy that restricts third party guarantees. In addition, no banks currently require such guarantee arrangements from us. However, it is possible that we may, in the future, require bank loans to support our business or expand our operations and be unable to obtain unguaranteed loans. If this were to occur in the future, future lenders might demand unrelated third party guarantees. If we were to enter into any other guarantees for third party debts and they failed to pay, our cash position could be adversely affected and we might be unable to be made whole by our counter-guarantor.
If we guarantee related parties’ debt in the future, we may be liable if they fail to pay the underlying debt.
In the past, we facilitated the operations of our related party Forasen Group by agreeing to guarantee its obligations.
For example, on December 20, 2013, Forasen Group signed a guarantee agreement with Bank of China to guarantee the loan and credit of up to RMB 15,000,000 on a loan from the Bank of China to Zhejiang Feiyan Down Products Co., Ltd. (“Feiyan”). Relying on this guarantee, Feiyan was able to borrow RMB 15,000,000 from the Bank of China.
Feiyan subsequently defaulted on its debt and Forasen Group entrusted FLS Mushroom to repay the money on Forasen Group’s behalf. Accordingly, FLS Mushroom signed a credit transfer agreement with Bank of China by which it promised to honor the guarantee in Forasen Group’s place.
In five installments paid in 2015, 2016 and 2017, Forasen Group fully repaid all outstanding amounts, and FLS Mushroom has no remaining liability for its guarantee. If we enter into related party guarantees in the future and we are unable to cause a related party to honor such obligations, we could find that our company bears primary responsibility for such obligations.
When China’s currency appreciates, our products may become more expensive to export to other countries.
While 2018 has seen the Renminbi’s depreciation against the U.S. dollar, 2017 saw the Renminbi’s appreciation against the U.S. dollar. We do not sell any products in currencies other than Renminbi, but we are subject to exchange rate risk between U.S. dollar and Renminbi because we sell our products internationally through our export distributors who settle in U.S. dollar and may be affected by U.S. dollar exchange rate. Among our export sales in the six months ended March 31,2018, approximately 38% were sold to U.S., approximately 32% were sold to Canada, approximately 22% were sold to Japan, and approximately 8% were sold to other countries. Settlement currency is USD for export transactions no matter what the destination country is.
We may require additional financing in the future and our operations could be curtailed if we are unable to obtain required additional financing when needed.
We may need to obtain additional debt or equity financing to fund future capital expenditures. While we do not anticipate seeking additional financing in the immediate future, any additional equity may result in dilution to the holders of our outstanding shares of capital stock. Additional debt financing may include conditions that would restrict our freedom to operate our business, such as conditions that:

limit our ability to pay dividends or require us to seek consent for the payment of dividends;

increase our vulnerability to general adverse economic and industry conditions;

require us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow to fund capital expenditures, working capital and other general corporate purposes; and

limit our flexibility in planning for, or reacting to, changes in our business and our industry.
We cannot guarantee that we will be able to obtain any additional financing on terms that are acceptable to us, or at all.
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Our results of operations fluctuate significantly from quarter to quarter which may make it difficult to predict our future performance.
Our results of operations fluctuate significantly from quarter to quarter so it may be hard to predict our future performance.
Most of the sales of FLS Mushroom are from China Forest and China Tree Seed. Sales increase from July to September because these two clients place more orders with FLS Mushroom during this period. From December to January, there is a peak because customers spend more on food including edible fungi to prepare for coming holidays. From January to February, the sales of FLS Mushroom decrease because of the Chinese New Year holiday, during which time consumers generally spend less.
Forest Food and Farmmi Food focus on producing and selling small packages of dried edible fungi. The sales peak is from December to January, as customers spend more on food including edible fungi to prepare for coming holidays.
Our bank accounts are not fully insured or protected against loss.
We maintain our cash with various banks located in mainland China and an escrow agent in the U.S. related to our initial public offering. Our cash accounts are not insured or otherwise protected. Should any bank or trust company holding our cash deposits become insolvent, or if we are otherwise unable to withdraw funds, we would lose the cash on deposit with that particular bank or escrow agent.
We are substantially dependent upon our senior management.
We are highly dependent on our senior management to manage our business and operations. In particular, we rely substantially on our Chief Executive Officer and Chairwoman, Ms. Yefang Zhang to manage our operations. Ms. Zhang has been involved in the mushroom industry for more than twenty years. Ms. Zhang cofounded Lishui Jingning Huali Co., Ltd. in 1994 with her husband Mr. Zhengyu Wang to engage in the mushroom business. Due to her experience in the industry and long relationships with our customer base, Ms. Zhang would be difficult to replace.
While we provide the legally required personal insurance for the benefit of our employees, we do not maintain key person life insurance on any of our senior management, including Ms. Zhang. The loss of any one of them would have a material adverse effect on our business and operations. Competition for senior management and our other key personnel is intense, and the pool of suitable candidates is limited. We may be unable to quickly locate a suitable replacement for any senior management that we lose. In addition, if any member of our senior management joins a competitor or forms a competing company, they may compete with us for customers, business partners and other key professionals and staff members of our company. Although some of our senior management of Forest Food and Nongyuan Network have signed confidentiality agreements in connection with their employment with us, we cannot assure you that we will be able to successfully enforce these provisions in the event of a dispute between us and any member of our senior management.
Failure to manage our growth could strain our management, operational and other resources, which could materially and adversely affect our business and prospects.
Our growth strategy includes developing export customers of our existing products of edible fungi, increasing varieties of agricultural products and expanding our e-commerce platforms. Pursuing these strategies has resulted in, and will continue to result in substantial demands on management resources. In particular, the management of our growth will require, among other things:

stringent cost controls and sufficient liquidity;

strengthening of financial and management controls;

increased marketing, sales and support activities; and

hiring and training of new personnel.
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If we are not able to manage our growth successfully, our business and prospects would be materially and adversely affected.
An insufficient amount of insurance could expose us to significant costs and business disruption.
While we have purchased insurance, including insurance for inventory of Forest Food, to cover certain assets and property of our business, the amounts and scope of coverage could leave our business inadequately protected from loss. For example, not all of our subsidiaries have coverage of business interruption insurance. If we were to incur substantial losses or liabilities due to fire, explosions, floods, other natural disasters or accidents or business interruption, our results of operations could be materially and adversely affected.
If we fail to protect our intellectual property rights, it could harm our business and competitive position.
We rely on a combination of trademark, domain name laws and non-disclosure agreements and other methods to protect our intellectual property rights.
Implementation of PRC intellectual property-related laws has historically been lacking, primarily because of ambiguities in the PRC laws and enforcement difficulties. Accordingly, intellectual property rights and confidentiality protections in China may not be as effective as in the United States or other western countries. Furthermore, policing unauthorized use of proprietary technology is difficult and expensive, and we may need to resort to litigation to enforce or defend patents issued to us or to determine the enforceability, scope and validity of our proprietary rights or those of others. Such litigation and an adverse determination in any such litigation, if any, could result in substantial costs and diversion of resources and management attention, which could harm our business and competitive position.
We may be exposed to trademark infringement and other claims by third parties which, if successful, could disrupt our business and have a material adverse effect on our financial condition and results of operations.
If we sell our branded products internationally, and as litigation becomes more common in China, we face a higher risk of being the subject of claims for trademark infringement, invalidity or indemnification relating to other parties’ proprietary rights. The defense of trademark suits, including of trademark infringement suits, and related legal and administrative proceedings can be both costly and time consuming and may significantly divert the efforts and resources of our management personnel. Furthermore, an adverse determination in any such litigation or proceedings to which we may become a party could cause us to:

pay damage awards;

seek licenses from third parties;

pay ongoing royalties;

redesign our branded products; or

be restricted by injunctions,
each of which could effectively prevent us from pursuing some or all of our business and result in our customers or potential customers deferring or limiting their purchase or use of our products. This could have a material adverse effect on our financial condition and results of operations.
Risks Related to Doing Business in China
Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.
The PRC legal system is based on written statutes. Unlike common law systems, it is a system in which legal cases have limited value as precedents. In the late 1970s, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past three decades has significantly increased the protections afforded to various forms of foreign or private-sector investment in China. Our PRC subsidiaries are subject to various PRC laws and
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regulations generally applicable to companies in China. However, since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties.
From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies and internal rules (some of which are not published in a timely manner or at all) that may have retroactive effect. As a result, we may not be aware of our violation of these policies and rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect our business and impede our ability to continue our operations.
The enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may adversely affect our business and our results of operations.
The PRC Labor Contract Law became effective and was implemented on January 1, 2008, which was amended on December 28, 2012. It has reinforced the protection of employees who, under the PRC Labor Contract Law, have the right, among others, to have written labor contracts, to enter into labor contracts with no fixed terms under certain circumstances, to receive overtime wages and to terminate or alter terms in labor contracts. According to the PRC Social Insurance Law, which became effective on July 1, 2011, and the Administrative Regulations on the Housing Funds, Companies operating in China are required to participate in pension insurance, work-related injury insurance, medical insurance, unemployment insurance, maternity insurance and housing funds plans, and the employers must pay all or a portion of the social insurance premiums and housing funds for their employees.
As a result of these laws and regulations designed to enhance labor protection, we expect our labor costs will continue to increase. In addition, as the interpretation and implementation of these laws and regulations are still evolving, our employment practice may not at all times be deemed in compliance with the new laws and regulations. If we are subject to severe penalties or incur significant liabilities in connection with labor disputes or investigations, our business and results of operations may be adversely affected.
We may be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption law.
We are subject to the U.S. Foreign Corrupt Practices Act (“FCPA”), and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. We are also subject to Chinese anti-corruption laws, which strictly prohibit the payment of bribes to government officials. We have operations, agreements with third parties, and make sales in China, which may experience corruption. Our activities in China create the risk of unauthorized payments or offers of payments by one of the employees, consultants or distributors of our company, because these parties are not always subject to our control. We are in process of implementing an anticorruption program, which prohibits the offering or giving of anything of value to foreign officials, directly or indirectly, for the purpose of obtaining or retaining business. The anticorruption program also requires that clauses mandating compliance with our policy be included in all contracts with foreign sales agents, sales consultants and distributors and that they certify their compliance with our policy annually. It further requires that all hospitality involving promotion of sales to foreign governments and government-owned or controlled entities be in accordance with specified guidelines. In the meantime, we believe to date we have complied in all material respects with the provisions of the FCPA and Chinese anti-corruption law. However, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants or distributors of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA or Chinese anti-corruption law may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition,
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the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.
Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment.
The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions in China and by China’s foreign exchange policies. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, the Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future.
Currently, we do not sell any products in currencies other than Renminbi, but we are subject to exchange rate risk between U.S. dollar and Renminbi because our export distributors settle in U.S. dollar and these distributors may be affected by U.S. dollar exchange rate. If China’s currency appreciates, our products may become more expensive to export to other countries and our sales may be negatively affected by the appreciation.
Significant revaluation of the Renminbi may have a material and adverse effect on your investment. For example, to the extent that we need to convert U.S. dollars we receive upon cash exercises, if any, of the Warrants to purchase the Ordinary Shares offered hereby into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our Ordinary Shares or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us.
Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency.
If the PRC government finds that the agreements that establish the structure for operating our services in China do not comply with PRC governmental restrictions on foreign investment in internet businesses, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
The PRC government regulates telecommunications-related businesses through strict business licensing requirements and other government regulations. These laws and regulations also include limitations on foreign ownership of PRC companies that engage in telecommunications-related businesses.
Because we are a Cayman Islands company, we are classified as a foreign enterprise under PRC laws and regulations, and most of our PRC subsidiaries, (Farmmi Enterprise, Farmmi Technology, Suyuan Agriculture, FLS Mushroom, Forest Food and Farmmi Food), are foreign-invested enterprises, or FIEs. To comply with PRC laws and regulations, we conduct our e-commerce websites (Farmmi Jicai and Farmmi Liangpin Market) in China through contractual arrangements with our VIE and its shareholder. These contractual arrangements provide us with effective control over our VIE and enable us to receive substantially all of the economic benefits of our VIE in consideration for the services provided by our foreign-owned PRC subsidiaries, and have an exclusive option to purchase all of the equity interest in our VIE when permissible under PRC laws. For a description of our VIE structure and these contractual arrangements, see “BUSINESS — Overview — Hangzhou Nongyuan Network Technology Co., Ltd. (‘Nongyuan Network’).
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Based on the advice of our PRC legal counsel, Zhejiang Course Law Firm, the corporate structure of our VIE in China are in compliance with all existing PRC laws and regulations. However, as there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, we cannot assure you that the PRC government would agree that our corporate structure or any of the above contractual arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. PRC laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations.
If we or any of our current or future VIE are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities, including the Ministry of Industry and Information Technology, or MIIT, which regulates internet information services companies, SAIC, which regulates advertising companies, and the CSRC would have broad discretion in dealing with such violations, including levying fines, confiscating our income or the income of Suyuan Agriculture and the VIE, revoking the business licenses or operating licenses of Suyuan Agriculture and the VIE, shutting down our servers or blocking our websites, discontinuing or placing restrictions or onerous conditions on our operations, requiring us to undergo a costly and disruptive restructuring, restricting our rights to use the proceeds upon cash exercises, if any, of the Warrants to purchase the Ordinary Shares offered hereby to finance our business and operations in China, or taking other enforcement actions that could be harmful to our business.
Any of these actions could cause significant disruption to our business operations and severely damage our reputation, which would in turn materially and adversely affect our business and results of operations. In addition, if the imposition of any of these penalties causes us to lose the rights to direct the activities of the VIE or our right to receive their economic benefits, we would no longer be able to consolidate the VIE. Our VIE was engaged in the operation of our own e-commerce websites, which were established in August 2016. Accordingly, our VIE had revenue of  $596,913 and $714,798 in the six months ended March 31, 2018 and 2017, respectively, $2,081,084 in the year ended September 30, 3017, and no revenues in the year ended September 30, 2016.
Our contractual arrangements with our VIE may not be as effective in providing operational control as direct ownership.
We have relied and expect to continue to rely on contractual arrangements with Nongyuan Network and its shareholder to operate our e-commerce websites. For a description of our VIE structure and these contractual arrangements, see “BUSINESS — Overview — Hangzhou Nongyuan Network Technology Co., Ltd. (‘Nongyuan Network’).” These contractual arrangements may not be as effective in providing us with control over the VIE as direct ownership. If we had direct ownership of our VIE, we would be able to exercise our rights as a shareholder to effect changes in the Board of Directors, which in turn could effect changes, subject to any applicable fiduciary obligations, at the management level. However, under the current contractual arrangements, we rely on the performance of the contractual obligations by our VIE and its shareholder to exercise control over our VIE. Therefore, our contractual arrangements with our VIE may not be as effective in ensuring our control over our e-commerce websites in China as direct ownership would be.
Our VIE may conduct actions which cause our loss.
The Exclusive Call Option Agreement between Suyuan Agriculture, Mr. Wang and our VIE Nongyuan Network provides that Nongyuan Network may not conduct key actions without the prior written consent of Suyuan Agriculture, such as amending its articles of association. See “BUSINESS — Overview — Hangzhou Nongyuan Network Technology Co., Ltd. (‘Nongyuan Network’).” However, the list of these key actions may not be comprehensive enough to protect us. For example, the key actions requiring Suyuan Agriculture’s prior written consent exclude entering into material contracts in the ordinary course of business. It is possible that contracts entered by Nongyuan Network in the ordinary course of business, such as procurement agreements with exceptionally high amount, may be detrimental to its business. As we are obligated to absorb all of our VIE’s loss from its activities, entry in these agreements by our VIE may cause our loss.
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The shareholder of our VIE may breach, or cause our VIE to breach, or refuse to renew, the existing contractual arrangements we have with him and our VIE. Any failure by our VIE or its shareholder to perform his obligations under our contractual arrangements with him would have a material adverse effect on our business and financial condition.
Mr. Zhengyu Wang, one of the directors of our Company and the husband of our chair and Chief Executive Officer, Ms. Yefang Zhang, is the sole shareholder of our VIE. He may breach, or cause our VIE to breach, or refuse to renew, the existing contractual arrangements we have with him and our VIE. If our VIE or its shareholder fails to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend resources to enforce our rights under the contracts. We may have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief and claiming damages, which may not be effective. For example, if the shareholder of Nongyuan Network were to refuse to transfer his equity interests in Nongyuan Network to us or our designee when we exercise the call option pursuant to these contractual arrangements, if he transfer the equity interests to other persons against our interests, or if he were otherwise to act in bad faith toward us, then we may have to take legal actions to compel him to perform his contractual obligations.
All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. Under PRC law, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, and the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would incur additional expenses and delay. In the event we are unable to enforce these contractual arrangements, we may not be able to exert effective control over our VIE, and our ability to conduct our e-commerce websites may be negatively affected.
Contractual arrangements our subsidiary has entered into with our VIE may be subject to scrutiny by the PRC tax authorities and a finding that we or our VIE owe additional taxes could substantially reduce our consolidated net income and the value of your investment.
Under PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities within ten years after the taxable year when the transactions are conducted. We could face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements among Suyuan Agriculture, our VIE and the shareholder of our VIE do not represent arm’s-length prices and consequently adjust Suyuan Agriculture’s or our VIE’s income in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in a reduction, for PRC tax purposes, of expense deductions recorded by our VIE, which could in turn increase their tax liabilities. In addition, the PRC tax authorities may impose late payment fees and other penalties on Suyuan Agriculture or our VIE for any unpaid taxes. Our consolidated net income may be materially and adversely affected if Suyuan Agriculture or our VIE’s tax liabilities increase or if they are subject to late payment fees or other penalties.
The shareholders and director of our VIE may have potential conflicts of interest with us, which may materially and adversely affect our e-commerce websites.
Mr. Zhengyu Wang, one of our directors, is the shareholder and executive director (legal representative) of our VIE Nongyuan Network, and the executive director (legal representative) of Suyuan Agriculture. As Mr. Wang is affiliated with both parties of the contractual arrangements, conflicts of interest may arise for Mr. Wang. For example, it is in Suyuan Agriculture’s interest to collect as much service fees as possible from Nongyuan Network. However, as the shareholder and executive director (legal representative) of Nongyuan Network, Mr. Wang may have personal benefits to limit the service fees paid by Nongyuan Network to Suyuan Agriculture. We cannot assure you that when conflicts of interest arise, this equity holder will act in the best interests of our company or that such conflicts will be resolved in our favor; provided, however, that Mr. Wang is still a director at the time of such a conflict, we might have recourse for a claim of breach of his fiduciary obligations to our Company. We currently rely on Mr. Wang to comply with the laws of China, which protect contracts, provide that directors and executive officers owe a duty of loyalty and a
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duty of diligence to our company and require him to avoid conflicts of interest and not to take advantage of his position for personal gains. We also rely on the laws of Cayman Islands, which provide that directors owe a duty of care and a duty of loyalty to our company. However, the legal frameworks of China and the Cayman Islands do not provide guidance on resolving conflicts in the event of a conflict with another corporate governance regime. If we cannot resolve any conflict of interest or dispute between us and the shareholder of our VIE, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.
We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related business and companies.
The PRC government extensively regulates the internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the internet industry. These internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involves significant uncertainties. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations. Issues, risks and uncertainties relating to PRC governmental regulation of the internet industry include, but are not limited to, the following.
We only have control over our websites through contractual arrangements due to the restriction of foreign investment in businesses providing value-added telecommunication services in China, including internet information provision services. This may significantly disrupt our e-commerce business, subject us to sanctions, compromise enforceability of related contractual arrangements, or have other harmful effects on us.
The evolving PRC regulatory system for the internet industry may lead to the establishment of new regulatory agencies. For example, in May 2011, the State Council announced the establishment of a new department, the State Internet Information Office (with the involvement of the State Council Information Office, the MIIT, and the Ministry of Public Security). The primary role of this new agency is to facilitate the policy-making and legislative development in this field, to direct and coordinate with the relevant departments in connection with online content administration and to deal with cross-ministry regulatory matters in relation to the internet industry.
We are required to obtain and maintain various licenses and permits and fulfill registration and filing requirements in order to conduct and operate our e-commerce websites. If these new laws and regulations are promulgated, additional licenses may be required for our operations. If our operations do not comply with these new regulations at the time they become effective, or if we fail to obtain any licenses required under these new laws and regulations, we could be subject to penalties.
The Code for Cross-Border Electronic Commerce Commodity Operations and Services (T/CCPITCSC 009-2017) (hereinafter referred to as “Cross-Border Electronic Commerce Code”) and the Code for Mobile Electronic Commerce Commodity Operations and Services (T/CCPITCSC 009-2017) were formally implemented on March 1, 2018. In addition, the Electronic Commerce Law of the PRC was formally passed on August 31, 2018 and will come into effect on January 1, 2019. These laws and regulations define and regulate e-commerce operations, e-commerce operators, e-commerce platform operators, e-commerce contracts, disputes and responsibilities, so as to regulate e-commerce activities. They are legally binding on our company’s electronic commerce platform Nongyuan Network and our online stores. As a result, our electronic commerce activities are subject to stricter legal constraints which cause potential legal risks.
The Circular on Strengthening the Administration of Foreign Investment in an Operation of Value-added Telecommunications Business, issued by the MIIT in July 2006, prohibits domestic telecommunication service providers from leasing, transferring or selling telecommunications business operating licenses to any foreign investor in any form, or providing any resources, sites or facilities to any foreign investor for their illegal operation of a telecommunications business in China. According to this circular, either the holder of a value-added telecommunication services operation permit or its shareholders must directly own the domain names and trademarks used by such license holders in their provision of value-added telecommunication services. The circular also requires each license holder to have the necessary facilities, including servers, for its approved business operations and to maintain such facilities in the regions covered
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by its license. If an ICP license holder fails to comply with the requirements and also fails to remediate such non-compliance within a specified period of time, the MIIT or its local counterparts have the discretion to take administrative measures against such license holder, including revoking its ICP license. Currently, Nongyuan Network, our PRC consolidated VIE, holds an ICP license and operates our websites (farmmi88.com; Farmmi.com; Farmmi.com.cn). Nongyuan Network owns the relevant domain names and has the necessary personnel to operate such websites.
The interpretation and application of existing PRC law, regulations and policies and possible new laws, regulations or policies relating to the internet industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, internet businesses in China, including our e-commerce business. We cannot assure you that we have obtained all the permits or licenses required for conducting our e-commerce business in China or will be able to maintain our existing licenses or obtain new ones.
Our business may be materially and adversely affected if any of our PRC subsidiaries declares bankruptcy or becomes subject to a dissolution or liquidation proceeding.
The Enterprise Bankruptcy Law of the PRC, or the Bankruptcy Law, came into effect on June 1, 2007. The Bankruptcy Law provides that an enterprise will be liquidated if the enterprise fails to settle its debts as and when they fall due and if the enterprise’s assets are, or are demonstrably, insufficient to clear such debts.
Our PRC subsidiaries hold certain assets that are important to our business operations. If any of our PRC subsidiaries undergoes a voluntary or involuntary liquidation proceeding, unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business, financial condition and results of operations.
According to the SAFE’s Notice of the State Administration of Foreign Exchange on Further Improving and Adjusting Foreign Exchange Administration Policies for Direct Investment, effective on December 17, 2012, and the Provisions for Administration of Foreign Exchange Relating to Inbound Direct Investment by Foreign Investors, effective May 13, 2013, if any of our PRC subsidiaries undergoes a voluntary or involuntary liquidation proceeding, prior approval from the SAFE for remittance of foreign exchange to our shareholders abroad is no longer required, but we still need to conduct a registration process with the SAFE local branch. It is not clear whether “registration” is a mere formality or involves the kind of substantive review process undertaken by SAFE and its relevant branches in the past.
PRC regulations relating to foreign exchange registration of overseas investment by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into these subsidiaries, limit these PRC subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.
On July 4, 2014, the State Administration of Foreign Exchange, or SAFE, promulgated the Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, which replaced the former Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound Investment via Overseas Special Purpose Vehicles (generally known as SAFE Circular 75) promulgated by SAFE on October 21, 2005. On February 13, 2015, SAFE further promulgated the Circular on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment, or SAFE Circular 13, which took effect on June 1, 2015. This SAFE Circular 13 has amended SAFE Circular 37 by requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.
These circulars require PRC residents to register with qualified banks in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, which is referred to in SAFE Circular 37 as a “special purpose vehicle.” These circulars further require amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as an increase or decrease of capital contributed by PRC residents, share
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transfer or exchange, merger, division or other material events. In the event that a PRC resident holding interests in a special purpose vehicle fails to complete the required SAFE registration, the PRC subsidiary of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiary. Furthermore, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for evasion of foreign exchange controls.
While Ms. Yefang Zhang, a citizen of Saint Lucia, is not required to register with qualified bank according to the various SAFE registration requirements, we may not at all times be fully aware or informed of the identities of all our shareholders or beneficial owners that are required to make such registrations, and we may not always be able to compel them to comply with all relevant foreign exchange regulations. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC residents will at all times comply with, or in the future make or obtain any applicable registrations or approvals required by all relevant foreign exchange regulations. The failure or inability of such individuals to comply with the registration procedures set forth in these regulations may subject us to fines or legal sanctions, restrictions on our cross-border investment activities or our PRC subsidiaries’ ability to distribute dividends to, or obtain foreign-exchange-dominated loans from, our company, or prevent us from making distributions or paying dividends. As a result, our business operations and our ability to make distributions to you could be materially and adversely affected.
Furthermore, as these foreign exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities. We cannot predict how these regulations will affect our business operations or future strategy. In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.
Under the PRC Enterprise Income Tax Law, we may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders and have a material adverse effect on our results of operations and the value of your investment.
Under the PRC Enterprise Income Tax Law, or the EIT Law, that became effective in January, 2008, an enterprise established outside the PRC with “de facto management bodies” within the PRC is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. Under the implementation rules to the EIT Law, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. In addition, a circular, known as SAT Circular 82, issued in April 2009 by the State Administration of Taxation, or the SAT, specifies that certain offshore incorporated enterprises controlled by PRC enterprises or PRC enterprise groups will be classified as PRC resident enterprises if the following are located or resident in the PRC: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, company seal, and minutes of board meetings and shareholders’ meetings; and half or more of the senior management or directors having voting rights. Further to SAT Circular 82, the SAT issued a bulletin, known as SAT Bulletin 45, which took effect in September 2011, to provide more guidance on the implementation of SAT Circular 82 and clarify the reporting and filing obligations of such “Chinese-controlled offshore incorporated resident enterprises.” SAT Bulletin 45 provides procedures and administrative details for the determination of resident status and administration on post-determination matters.
Although both SAT Circular 82 and SAT Bulletin 45 only apply to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreign individuals, the determining criteria set forth in SAT Circular 82 and SAT Bulletin 45 may reflect the SAT’s general position
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on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises, PRC enterprise groups or by PRC or foreign individuals.
If the PRC tax authorities determine that the actual management organ of Farmmi, Inc. (“FMI”) is within the territory of China, FMI may be deemed to be a PRC resident enterprise for PRC enterprise income tax purposes and a number of unfavorable PRC tax consequences could follow. First, we will be subject to the uniform 25% enterprise income tax on our world-wide income, which could materially reduce our net income. In addition, we will also be subject to PRC enterprise income tax reporting obligations.
Up to the date of this prospectus, FMI has not been notified or informed by the PRC tax authorities that it has been deemed to be a resident enterprise for the purpose of the EIT Law.
Finally, dividends payable by us to our investors and gains on the sale of our shares may become subject to PRC withholding tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case of non-PRC individuals (in each case, subject to the provisions of any applicable tax treaty), if such gains are deemed to be from PRC sources. It is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in our shares.
Value-added tax, or VAT, is imposed to replace the business tax, which could result in unfavourable tax consequences to us.
In 2012 the Chinese government embarked upon an ambitious staged reform program as part of its 12th Five Year Plan, designed to replace Business Tax (“BT”) with a Value Added Tax (“VAT”) throughout the services sector of the economy. These reforms were designed to overcome the problem of tax cascading arising whenever business-to-business transactions took place under the BT system. The reforms were intended to overcome mismatches occurring whenever BT taxpayers purchased goods for which they were unable to claim input VAT credits, and similarly overcome the problem of VAT taxpayers being unable to claim credits for the BT incurred on the services they purchased. To date, the VAT pilot program has extended from the modern services and transportation industry in Shanghai (in 2012), to a national basis (in 2013), and then further expanded to cover television, radio and film broadcasting services (in 2013), and postal and telecommunications services (in 2014). The Ministry of Finance and the State Administration of Taxation jointly issued Circular 36 on March 23, 2016, which announced that the major industries still paying BT would be transitioned to the VAT regime. Effective as of May 1, 2016, the construction, finance, lifestyle (including hospitality, food and beverage, healthcare, and entertainment), and real estate sectors were introduced to the VAT, essentially eliminating BT from China’s tax system.
The food and beverage services industry pays BT at the rate of 5% for “food consumed on the spot”, whereas sales of food items in places such as grocery stores constitute the sale of goods which is typically subject to either 17% VAT, or 3% simplified VAT for food sold by restaurants and hotels which is “not consumed on the spot”. The transition to VAT for the services sector should largely remove this distinction. However, this distinction will remain to some extent if the VAT rate for food and beverage services is 6%, while the rate for sales of food items for take-away purposes is 17%.
In April 2018, the Ministry of Finance and the State Administration of Taxation jointly issued the Notice on Adjusting the Tax Rate of Value-added Tax (Circular 32 of Finance and Taxation, 2018). The Notice clearly stipulates that, from May 1, 2018, for all taxpayers who have engaged in taxable sales of VAT or imported goods, where the original 17% and 11% tax rates were applied, the tax rates shall be adjusted to 16% and 10%, respectively. This can lighten the operation burden of enterprises to a certain extent.
Although a taxpayer is allowed to offset the qualified input VAT paid on taxable purchases against the output VAT chargeable on the revenue from services provided, our effective tax rate could be higher. After May 1, 2018, the Company subject a tax rate of 12% or 16% based on the new Chinese tax law. The replacement of the business tax with a VAT on our services could result in unfavorable tax consequences to us.
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Enhanced scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future.
Pursuant to the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SAT Circular 698, issued by the SAT on December 10, 2009, where a foreign investor transfers the equity interests of a resident enterprise indirectly via disposition of the equity interests of an overseas holding company, or an “indirect transfer,” and such overseas holding company is located in a tax jurisdiction that (i) has an effective tax rate less than 12.5% or (ii) does not tax foreign income of its residents, the foreign investor shall report the indirect transfer to the competent tax authority. The PRC tax authority will examine the true nature of the indirect transfer, and if the tax authority considers that the foreign investor has adopted an “abusive arrangement” in order to avoid PRC tax, it may disregard the existence of the overseas holding company and re-characterize the indirect transfer and as a result, gains derived from such indirect transfer may be subject to PRC withholding tax at a rate of up to 10%.
On February 3, 2015, the SAT issued the Announcement of the State Administration of Taxation on Several Issues Concerning the Enterprise Income Tax on Indirect Property Transfer by Non-Resident Enterprises, or SAT Bulletin 7, to supersede existing provisions in relation to the “indirect transfer” as set forth in Circular 698, while the other provisions of Circular 698 remain in force. Pursuant to SAT Bulletin 7, where a non-resident enterprise indirectly transfers properties such as equity in PRC resident enterprises without any justifiable business purposes and aiming to avoid the payment of enterprise income tax, such indirect transfer must be reclassified as a direct transfer of equity in PRC resident enterprise. To assess whether an indirect transfer of PRC taxable properties has reasonable commercial purposes, all arrangements related to the indirect transfer must be considered comprehensively and factors set forth in SAT Bulletin 7 must be comprehensively analyzed in light of the actual circumstances. SAT Bulletin 7 also provides that, where a non-PRC resident enterprise transfers its equity interests in a resident enterprise to its related parties at a price lower than the fair market value, the competent tax authority has the power to make a reasonable adjustment to the taxable income of the transaction.
There is little practical experience regarding the application of SAT Bulletin 7 because it was issued in February 2015. During the effective period of SAT Circular 698, some intermediary holding companies were actually looked through by the PRC tax authorities, and consequently the non-PRC resident investors were deemed to have transferred the PRC subsidiary and PRC corporate taxes were assessed accordingly. It is possible that we or our non-PRC resident investors may become at risk of being taxed under SAT Bulletin 7 and may be required to expend valuable resources to comply with SAT Bulletin 7 or to establish that we or our non-PRC resident investors should not be taxed under SAT Bulletin 7, which may have an adverse effect on our financial condition and results of operations or such non-PRC resident investors’ investment in us.
Our PRC subsidiaries are subject to restrictions on paying dividends or making other payments to us, which may restrict our ability to satisfy our liquidity requirements.
We are a holding company incorporated in the Cayman Islands. We may need dividends and other distributions on equity from our PRC subsidiaries to satisfy our liquidity requirements. Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, Our PRC subsidiaries are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of their respective registered capital. Our PRC subsidiaries may also allocate a portion of its after-tax profits based on PRC accounting standards to employee welfare and bonus funds at their discretion. These reserves are not distributable as cash dividends. Furthermore, if our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements we currently have in place in a manner that would materially and adversely affect our PRC subsidiaries’ ability to pay dividends and other distributions to us. Any limitation on the ability of our subsidiary to distribute dividends to us or on the ability of our PRC consolidated VIE to make payments to us may restrict our ability to satisfy our liquidity requirements.
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In addition, the EIT Law, and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated.
Governmental control of currency conversion may affect the value of your investment.
The PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in RMB. Under our current corporate structure, our company in the Cayman Islands may rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore, our PRC subsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulation, such as the overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents. But approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders.
The approval of the China Securities Regulatory Commission may be required in connection with this offering under a regulation adopted in August 2006, and, if required, we cannot assure you that we will be able to obtain such approval.
The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the China Securities Regulatory Commission, or the CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. In September 2006, the CSRC published a notice on its official website specifying documents and materials required to be submitted to it by a special purpose vehicle seeking CSRC approval of its overseas listings. The application of the M&A Rules remains unclear. Currently, there is no consensus among leading PRC law firms regarding the scope and applicability of the CSRC approval requirement.
Our PRC counsel, Zhejiang Course Law Firm, has advised us based on their understanding of the current PRC law, rules and regulations that the CSRC’s approval is not required for the trading of our shares on the Nasdaq in the context of this offering, given that:

the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to this regulation;

we established our PRC subsidiaries, Farmmi Enterprise and Farmmi Technology, by means of direct investment rather than by merger with or acquisition of PRC domestic companies; and

no explicit provision in the M&A Rules clearly classifies the acquisition of Suyuan Agriculture by Farmmi Enterprise and Farmmi Technology as a type of transaction falling under the M&A Rules.
However, our PRC legal counsel has further advised us that there remains some uncertainty as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant PRC governmental agencies, including the CSRC, would reach the same conclusion as we do. If it is determined that CSRC approval is required for this offering, we may face sanctions by the CSRC or other PRC regulatory agencies for failure to seek CSRC approval for this offering. These sanctions may include fines
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and penalties on our operations in the PRC, limitations on our operating privileges in the PRC, delays in or restrictions on the repatriation of the proceeds upon cash exercises, if any, of the Warrants to purchase the Ordinary Shares offered hereby into the PRC, restrictions on or prohibition of the payments or remittance of dividends by our China subsidiary, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our Shares. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this offering before the settlement and delivery of the Ordinary Shares that we are offering. Consequently, if you engage in market trading or other activities in anticipation of and prior to the settlement and delivery of the shares we are offering, you would be doing so at the risk that the settlement and delivery may not occur.
The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.
The M&A Rules discussed in the preceding risk factor and recently adopted regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and complex. For example, the M&A Rules require that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise, if  (i) any important industry is concerned, (ii) such transaction involves factors that have or may have impact on the national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. Mergers, acquisitions or contractual arrangements that allow one market player to take control of or to exert decisive impact on another market player must also be notified in advance to the Ministry of Commerce when the threshold under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, or the Prior Notification Rules, issued by the State Council in August 2008 is triggered. In addition, the security review rules issued by the Ministry of Commerce that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the Ministry of Commerce, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming, and any required approval processes, including obtaining approval from the Ministry of Commerce or its local counterparts may delay or inhibit our ability to complete such transactions. It is clear that our business would not be deemed to be in an industry that raises “national defense and security” or “national security” concerns. However, the Ministry of Commerce or other government agencies may publish explanations in the future determining that our business is in an industry subject to the security review, in which case our future acquisitions in the PRC, including those by way of entering into contractual control arrangements with target entities, may be closely scrutinized or prohibited. Our ability to expand our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected.
Risks Related to This Offering and Ownership of Our Ordinary Shares
An entity controlled by our Chairwoman and Chief Executive Officer will continue to control a majority of our Ordinary Shares, decreasing your influence on shareholder decisions.
Upon completion of this offering, FarmNet Limited, an entity controlled by Ms. Yefang Zhang, our Chairwoman and Chief Executive Officer, will continue to own a majority of our outstanding shares. As a result, Ms. Zhang and her husband Mr. Zhengyu Wang who is also a director of our Company will continue to possess substantial ability to impact our management and affairs and the outcome of matters submitted to shareholders for approval. They could exert control and substantial influence over matters such as electing directors and approving mergers or other business combination transactions. This concentration of ownership and voting power may also discourage, delay or prevent a change in control of
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our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our Ordinary Shares. These actions may be taken even if they are opposed by our other shareholders, including those who purchase shares in this offering. See “PRINCIPAL SHAREHOLDERS.”
We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Ordinary Shares less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed $1.07 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our Ordinary Shares held by non-affiliates exceeds $700 million as of any March 31 before that time, in which case we would no longer be an emerging growth company as of the following September 30. We cannot predict if investors will find our Ordinary Shares less attractive because we may rely on these exemptions. If some investors find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our share price may be more volatile.
Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail our company of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
We are a Cayman Islands exempted company with limited liability. The rights of our shareholders may be different from the rights of shareholders governed by the laws of U.S. jurisdictions.
We are a Cayman Islands exempted company with limited liability. Our corporate affairs are governed by our First Amended and Restated Memorandum and Articles of Association and by the laws of the Cayman Islands. The rights of shareholders and the responsibilities of members of our Board of Directors may be different from the rights of shareholders and responsibilities of directors in companies governed by the laws of U.S. jurisdictions. In the performance of its duties, the Board of Directors of a solvent Cayman Islands exempted company is required to consider the company’s interests, and the interests of its shareholders as a whole, which may differ from the interests of one or more of its individual shareholders. See “Description of Share Capital — Corporate Governance.”
We are a “foreign private issuer,” and our disclosure obligations differ from those of U.S. domestic reporting companies. As a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects.
We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we are subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we are not required to issue quarterly reports or proxy statements. We are not required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers are not required to report equity holdings under Section 16 of the Exchange Act and are not subject to the insider short-swing profit disclosure and recovery regime.
As a foreign private issuer, we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we are still subject to the anti-fraud and anti-manipulation
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rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies.
As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors. If we opt to rely on such exemptions in the future, such decision might afford less protection to holders of our Ordinary Shares.
Section 5605(b)(1) of the Nasdaq Listing Rules requires listed companies to have, among other things, a majority of its board members to be independent, and Section 5605(d) and 5605(e) require listed companies to have independent director oversight of executive compensation and nomination of directors. As a foreign private issuer, however, we are permitted to follow home country practice in lieu of the above requirements.
The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors or the implementation of a nominating and corporate governance committee. Since a majority of our Board of Directors would not consist of independent directors if we relied on the foreign private issuer exemption, fewer board members would be exercising independent judgment and the level of board oversight on the management of our company might decrease as a result. In addition, we could opt to follow Cayman Islands law instead of the Nasdaq requirements that mandate that we obtain shareholder approval for certain dilutive events, such as an issuance that will result in a change of control, certain transactions other than a public offering involving issuances of 20% or greater interests in the company and certain acquisitions of the shares or assets of another company. For a description of the material corporate governance differences between the Nasdaq requirements and Cayman Islands law, see “Description of Share Capital — Differences in Corporate Law.”
If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Ordinary Shares may decline.
As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. In addition, beginning with our 2018 annual report on Form 20-F to be filed in 2019, we will be required to furnish a report by management on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. Currently we have not established and maintained effective disclosure controls and procedures. In addition, there are material weaknesses in our internal control over financial reporting. Among other things, we lack sufficient personnel with the appropriate level of knowledge, experience and training in the application of U.S. GAAP standards in the preparation of the financial statements. We are in the process of designing, implementing, and testing the internal control over financial reporting required to comply with this obligation, which process is time consuming, costly, and complicated. In addition, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting beginning with our annual report on Form 20-F following the date on which we are no longer an “emerging growth company,” which may be up to five full years following the date of our initial public offering. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Ordinary Shares could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the Securities and Exchange Commission, or the SEC, or other regulatory authorities, which could require additional financial and management resources.
The requirements of being a public company may strain our resources and divert management’s attention.
As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the securities exchange on which we list, and other applicable securities rules and regulations. Despite
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recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” We must engage U.S. securities law counsel and U.S. auditors, and we have annual payments for listing on a stock exchange. In addition, the Sarbanes-Oxley Act and rules and regulations implemented by the SEC and The Nasdaq Capital Market require significantly heightened corporate governance practices for public companies. The Exchange Act requires, among other things, that we file annual and current reports with respect to our business and operating results. In addition, as long as we are listed on The Nasdaq Capital Market, we are also required to file semi-annual financial statements. While it is impossible to determine the amounts of such expenses in advance, we expect that we will incur expenses of between $500,000 and $1 million per year. We do not expect to incur materially greater costs as a result of becoming a public company than those incurred by similarly sized foreign private issuers.
If we fail to comply with these rules and regulations, we could become the subject of a governmental enforcement action, investors may lose confidence in us and the market price of our Ordinary Shares could decline.
As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, brand and reputation and results of operations.
We also expect that being a public company and these rules and regulations makes it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our Board of Directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.
The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.
As a publicly listed company, we are required to file periodic reports with the Securities and Exchange Commission upon the occurrence of matters that are material to our company and shareholders. In some cases, we need to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with our company. Similarly, as a U.S.-listed public company, we are governed by U.S. laws that our non-publicly traded competitors are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public listing could affect our results of operations.
The market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance.
Since our Ordinary Shares became listed on NASDAQ on February 2018, the trading price of our Ordinary Shares has ranged from US$2.68 to US$10.3234 per Ordinary Share, and the last reported trading price on November 30, 2018 was US$4.41 per Ordinary Share. The trading prices of our Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, like the performance and fluctuation in the market prices or the underperformance or deteriorating financial results of other listed companies based in China. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading prices of their securities. The trading performances of other Chinese companies’ securities after their offerings may affect the attitudes of investors toward Chinese companies listed in the United States, which consequently may impact the trading performance of our Ordinary Shares, regardless of our actual operating performance. In addition, any
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negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other Chinese companies may also negatively affect the attitudes of investors towards Chinese companies in general, including us, regardless of whether we have conducted any inappropriate activities. The market price of our Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

actual or anticipated fluctuations in our revenue and other operating results;

the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

lawsuits threatened or filed against us; and

other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.
In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.
We do not intend to pay dividends for the foreseeable future.
We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Ordinary Shares if the market price of our Ordinary Shares increases.
There may not be an active, liquid trading market for our Ordinary Shares.
An active trading market for our Ordinary Shares may not be sustained following this offering. You may not be able to sell your shares at the market price, if at all, if trading in our shares is not active. The offering price may not be indicative of prices that will prevail in the trading market.
Shares eligible for future sale may adversely affect the market price of our Ordinary Shares, as the future sale of a substantial amount of outstanding Ordinary Shares in the public marketplace could reduce the price of our Ordinary Shares.
The market price of our shares could decline as a result of sales of substantial amounts of our shares in the public market, or the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of our Ordinary Shares. 10,000,000 shares are held by FarmNet Limited, an entity controlled by Ms. Yefang Zhang, our Chairwoman and Chief Executive Officer. They are “restricted securities” as defined in Rule 144. These shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act and permitted by relevant agreements. See “Shares Eligible for Future Sale.”
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Our shareholders may face difficulties in protecting their interests because we are a Cayman Islands exempted company.
Our corporate affairs are governed by our First Amended and Restated Memorandum and Articles of Association, by the Companies Law (as revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under the laws of the Cayman Islands are not as clearly defined as under statutes or judicial precedent in existence in jurisdictions in the United States. Therefore, you may have more difficulty protecting your interests than would shareholders of a corporation incorporated in a jurisdiction in the United States, due to the comparatively less formal nature of Cayman Islands law in this area.
While Cayman Islands law allows a dissenting shareholder to express the shareholder’s view that a court sanctioned reorganization of a Cayman Islands company would not provide fair value for the shareholder’s shares, Cayman Islands statutory law does not specifically provide for shareholder appraisal rights in connection with a merger or consolidation of a company. This may make it more difficult for you to assess the value of any consideration you may receive in a merger or consolidation or to require that the acquirer gives you additional consideration if you believe the consideration offered is insufficient. However, Cayman Islands statutory law provides a mechanism for a dissenting shareholder in a merger or consolidation to apply to the Grand Court for a determination of the fair value of the dissenter’s shares if it is not possible for the company and the dissenter to agree on a fair price within the time limits prescribed.
Shareholders of Cayman Islands exempted companies (such as us) have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders. Our directors have discretion under our First Amended and Restated Memorandum and Articles of Association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest. Subject to limited exceptions, under Cayman Islands’ law, a minority shareholder may not bring a derivative action against the Board of Directors. Class actions are not recognized in the Cayman Islands, but groups of shareholders with identical interests may bring representative proceedings, which are similar.
United States civil liabilities and certain judgments obtained against us by our shareholders may not be enforceable.
We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, the majority of our directors and officers are nationals and residents of countries other than the United States. A substantial portion of the assets of these persons is located outside of the United States. As a result, it may be difficult to effect service of process within the United States upon these persons. It may also be difficult to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors who are not resident in the United States and the substantial majority of whose assets are located outside of the United States.
Further, it is unclear if original actions predicated on civil liabilities based solely upon U.S. federal securities laws are enforceable in courts outside the United States, including in the Cayman Islands. Courts of the Cayman Islands may not, in an original action in the Cayman Islands, recognize or enforce judgments of U.S. courts predicated upon the civil liability provisions of the securities laws of the United States or any state of the United States on the grounds that such provisions are penal in nature. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, courts of the Cayman Islands will recognize and enforce a foreign judgment of a court of competent jurisdiction if such judgment is final, for a liquidated sum, provided it is not in respect of taxes or a fine or penalty, is not inconsistent with a Cayman Islands’ judgment in respect of the same matters, and was not obtained in a manner which is contrary to the public policy of the Cayman Islands. In addition, a Cayman Islands court may stay proceedings if concurrent proceedings are being brought elsewhere.
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Our Board of Directors may decline to register transfers of Ordinary Shares in certain circumstances.
Our Board of Directors may, in its sole discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our directors may also decline to register any transfer of any share unless (i) the instrument of transfer is lodged with us, accompanied by the certificate for the shares to which it relates and such other evidence as our Board of Directors may reasonably require to show the right of the transferor to make the transfer; (ii) the instrument of transfer is in respect of only one class of shares; (iii) the instrument of transfer is properly stamped, if required; (iv) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four; (v) the shares conceded are free of any lien in favor of us; or (vi) a fee of such maximum sum as Nasdaq may determine to be payable, or such lesser sum as our Board of Directors may from time to time require, is paid to us in respect thereof.
If our directors refuse to register a transfer they shall, within one month after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our Board of Directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.
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Special Note Regarding Forward-Looking Statements
This prospectus contains forward-looking statements. All statements contained in this prospectus other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” section. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We do not undertake to update any of these forward-looking statements after the date of this prospectus or to conform these statements to actual results or revised expectations, other than required by the federal securities laws or other applicable laws.
Use of Proceeds
All Ordinary Shares underlying the Notes, the Warrants and payment of interest on the Notes offered by this prospectus are being registered for the account of the selling shareholders. We will not receive any of the proceeds from the sale of these shares.
We will receive proceeds from the cash exercise of the Warrants which, if exercised in cash with respect to all of the 919,808 Ordinary Shares (assuming current exercise prices) underlying these Warrants, would result in gross proceeds of approximately $6 million to us. We will use any proceeds received by us from the cash exercise of the Warrants for general corporate purposes.
We cannot predict when or if the Warrants will be exercised, and it is possible that the Warrants may expire and never be exercised. In addition, the Warrants are exercisable on a cashless basis if at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of the Ordinary Shares for which the Warrants are exercisable. As a result, we may never receive meaningful, or any, cash proceeds from the cash exercise of the Warrants, and we cannot plan on any specific uses of any proceeds we may receive beyond the purposes described herein.
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Dividend Policy
We have never declared or paid any cash dividends on our Ordinary Shares. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our Board of Directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions and future prospects and other factors the Board of Directors may deem relevant.
Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either its profit or share premium account, but a dividend may not be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. According to our First Amended and Restated Articles of Association, dividends can be declared and paid out of funds lawfully available to us, which include the share premium account. Dividends, if any, would be paid in proportion to the number of Ordinary Shares a shareholder holds. For further information, see “Certain Tax Considerations — Cayman Islands Tax Considerations.”
If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our foreign-owned Chinese subsidiaries (Farmmi Enterprise, Farmmi Technology, Suyuan Agriculture, FLS Mushroom, Forest Food and Farmmi Food). Current PRC regulations permit our indirect PRC subsidiaries to pay dividends to their shareholders only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Farmmi Enterprise and Farmmi Technology are also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its Board of Directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation.
In addition, pursuant to the EIT Law and its implementation rules, dividends generated after January 1, 2008 and distributed to Farmmi International by Farmmi Enterprise and Farmmi Technology are subject to withholding tax at a rate of 10% unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated.
Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from operations in China may be used to pay dividends to our company. Farmmi Enterprise and Farmmi Technology may go to a licensed bank to remit its after-tax profits out of China. Nevertheless, the bank will require Farmmi Enterprise and Farmmi Technology to produce the following documents for verification before it may transfer the dividends to Farmmi International’s overseas bank account of: (1) tax payment statement and tax return; (2) auditor’s report issued by a Chinese certified public accounting firm confirming the availability of profits and dividends for distribution in the current year; (3) the Board minutes authorizing the distribution of dividends to its shareholders; (4) the foreign exchange registration certificate issued by SAFE; (5) the capital verification report issued by a Chinese certified public accounting firm; (6) if the declared dividends will be distributed out of accumulated profits earned in prior years, Farmmi Enterprise and Farmmi Technology must appoint a Chinese certified public accounting firm to issue an auditors’ report to the bank to certify Farmmi Enterprise and Farmmi Technology’s financial position during the years from which the profits arose; and (7) other information as required by SAFE.
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Exchange Rate Information
Our financial information is presented in U.S. dollars. Our functional currency is Renminbi (“RMB”), the currency of the PRC. Transactions denominated in currencies other than RMB are translated into RMB at the exchange rate quoted by the People’s Bank of China at the dates of the transactions. Exchange gains and losses resulting from transactions denominated in a currency other than the RMB are included in statements of operations as foreign currency transaction gains or losses. Our financial statements have been translated into U.S. dollars in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 52, “Foreign Currency Translation”, which was subsequently codified within ASC 830, “Foreign Currency Matters”. The financial information is first prepared in RMB and then is translated into U.S. dollars at period-end exchange rates as to assets and liabilities and average exchange rates as to revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income (loss) in shareholders’ equity. The relevant exchange rates are listed below:
For the six months ended
March 31,
For the years ended
September 30,
2018
2017
2017
2016
Period Ended RMB exchange rate
$ 0.1592 $ 0.1451 $ 0.1503 $ 0.1499
Period Average RMB exchange rate
$ 0.1542 $ 0.1458 $ 0.1468 $ 0.1531
We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. We do not currently engage in currency hedging transactions.
The following table sets forth information concerning exchange rates between the RMB and the U.S. dollar for the periods indicated (www.oanda.com).
Midpoint of Buy and Sell Prices for
U.S. Dollar per RMB
Period
Period-End
Average
High
Low
2012
6.3090 6.3115 6.3862 6.2289
2013
6.1090 6.1938 6.3087 6.1084
2014
6.1484 6.1458 6.2080 6.0881
2015
6.4917 6.2288 6.4917 6.0933
2016
6.9448 6.6441 7.0672 6.4494
2017
6.5074 6.7578 6.9535 6.4686
2018 (through November)
April
6.3313 6.2988 6.3362 6.2750
May
6.4089 6.3710 6.4211 6.3350
June
6.6198 6.4642 6.6207 6.3910
July
6.8195 6.7153 6.8195 6.6193
August
6.8334 6.8462 6.9167 6.8066
September
6.8683 6.8545 6.8826 6.8261
October
6.9720 6.9190 6.9720 6.8687
November
6.9496 6.9381 6.9620 6.8929
Over the past several years, the RMB has moved from a period of being tightly linked to the US dollar, to a period of revaluation and strengthening against the dollar and into a second period of current relative stability. Our primary exportation outside China occur in Japan, the United States and Canada, but all such exportation outside China are made in RMB because we export our products through other trading companies or Forasen Group.
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Capitalization
The following table sets forth our capitalization as of March 31, 2018. You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
As of March 31,
2018
Pro forma(1)
Indebtedness:
Short-term debt
$ 2,191,685 $ 2,191,685
Long-term debt
700,559 700,559
Total indebtedness
2,892,244 2,892,244
Shareholder’s Equity:
Ordinary Shares $0.001 par value per share, 200,000,000 shares authorized, 11,932,000 shares issued and outstanding as of March 31, 2018; pro forma reflects 14,238,479 shares issued and outstanding(2)
11,932 14,238
Additional paid-in capital(3)
11,322,819 17,255,093
Statutory reserves
Retained earnings
5,203,670 5,203,670
Accumulated other comprehensive gain
1,366,172 1,366,172
Total shareholders’ equity
17,904,593 23,839,174
Non-controlling interest
948,273 948,273
Total capitalization
$ 21,745,110 $ 27,679,691
(1)
Gives effect to completion of the offering and to reflect the application of the proceeds after deducting our estimated offering expenses. (See note 3 below.)
(2)
Assuming the full conversion of the Notes, exercise of all the Warrants, payment of all the interest on the Notes in shares, no change to the initial conversion rate or the initial exercise price.
(3)
Pro forma additional paid in capital reflects the net proceeds we assume to receive from cash exercise of the Warrants, after deducting our expenses. We assume to receive net proceeds of approximately $5,934,581 ($6,084,581 gross proceeds from cash exercise of the Warrants, less other offering expenses of approximately $150,000).
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Market Price Information for Our Ordinary Shares
Our Ordinary Shares have been listed on NASDAQ since February 16, 2018. Our Ordinary Shares trade under the symbol “FAMI.” The following table provides the high and low trading prices for our Ordinary Shares on NASDAQ since the date of our initial public offering.
The last reported trading price for our Ordinary Shares on November 30, 2018 was US$4.41 per share.
Trading Price
(US$)
High
Low
February 2018 (since February 16, 2018)
7    4.23
March 2018
6.76 5.75
April 2018
8.24 6.25
May 2018
10.3234 7.33
June 2018
10.13 6.42
July 2018
8.63 3.71
August 2018
4.64 2.68
September 2018
5.46 4.03
October 2018
5.86 4.95
November 2018
5.87 4.36
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Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our company’s financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors.
Business Overview
Farmmi, Inc. (“FMI” or the “Company”) is a holding company incorporated under the laws of the Cayman Islands on July 28, 2015. Acting through its subsidiaries, the Company is engaged in processing and distributing dried edible mushrooms, mainly Shiitake and Mu Er mushrooms, and trading other agricultural products.
Ms. Yefang Zhang, as the sole shareholder of FarmNet Limited which is the sole shareholder of FMI, and her husband Mr. Zhengyu Wang, a director of FMI, are the ultimate shareholders of FMI (“Controlling Shareholders”). The Company completed a reorganization of its legal structure (“Reorganization”) in preparation for its initial public offering.
The Reorganization involved the incorporation of FMI, a Cayman Islands holding company; the incorporation of Farmmi International Limited (“Farmmi International”), a Hong Kong company; the incorporation of Hangzhou Suyuan Agriculture Technology Co., Ltd. (“Suyuan Agriculture”), a PRC company; the incorporation of Farmmi (Hangzhou) Enterprise Management Co., Ltd. (“Farmmi Enterprise”) and Lishui Farmmi Technology Co., Ltd. (“Farmmi Technology”), two new wholly foreign-owned entities (“WFOE”) formed by Farmmi International under the laws of China; and the equity transfer of Suyuan Agriculture, Zhejiang Forest Food Co., Ltd. (“Forest Food”) and Zhejiang FLS Mushroom Co., Ltd. (“FLS Mushroom”) (collectively, the “Transferred Entities”) from the controlling shareholders Zhengyu Wang and Yefang Zhang (“Controlling Shareholders”). In addition, in October 2017, Khorgos Farmmi Enterprise Service Co., Ltd. (“Khorgos Farmmi”), a PRC company, was incorporated, although we dissolved it in October 2018.
On July 5, 2016 and August 10, 2016, Zhengyu Wang transferred all of his equity interests in Suyuan Agriculture to Farmmi Enterprise and Farmmi Technology with each owning 50% of Suyuan Agriculture. On November 24, 2016, Zhengyu Wang, the controlling shareholder of Forest Food transferred 96.15% of his interest in Forest Food to Suyuan Agriculture. On October 24, 2016, Zhengyu Wang, the controlling shareholder of FLS Mushroom transferred 100% of his interest in FLS Mushroom to Suyuan Agriculture. After the Reorganization, FMI, the ultimate holding company, owns 100% equity interest of Suyuan Agriculture and FLS Mushroom, and 96.15% equity interest of Forest Food. The remaining 3.85% equity interest of Forest Food is owned by Hangzhou Dawo Software Ltd. Co., a non-affiliated third party.
On September 18, 2016, Suyuan Agriculture entered into a series of contractual agreements with Zhengyu Wang, the owner of Hangzhou Nongyuan Network Technology Co., Ltd. (“Nongyuan Network”) and Nongyuan Network. Nongyuan Network is a company incorporated on December 8, 2015 that focuses on the development of network marketing and provides network platforms for sales of agriculture products. These agreements include Exclusive Management Consulting and Technology Service Agreement, Proxy Agreement, Equity Pledge Agreement and Executive Call Option Agreement. Pursuant to these agreements, Suyuan Agriculture has the exclusive rights to provide to Nongyuan Network consulting services related to business operation and management. All the above contractual agreements obligate Suyuan Agriculture to absorb all of the loss from Nongyuan Network’s activities and entitle Suyuan Agriculture to receive all of its residual returns. In essence, Suyuan Agriculture has gained effective control over Nongyuan Network. Therefore, the Company believes that Nongyuan Network should be considered as Variable Interest Entity (“VIE”) under the Statement of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 “Consolidation”. Accordingly, the accounts of this entity are consolidated with those of Suyuan Agriculture.
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Since FMI and its subsidiaries are effectively controlled by the same Controlling Shareholders before and after the Reorganization, they are considered under common control. The above mentioned transactions were accounted for as a recapitalization. The consolidation of FMI and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements.
FMI, Farmmi international, Farmmi Enterprise, Farmmi Technology, Suyuan Agriculture, Forest Food, FLS Mushroom, Farmmi Food and Nongyuan Network (herein collectively referred to as the “Company”) are mainly engaged in the processing, packaging and distributing of fungi food, which uses modern food processing technology to develop a series of safe, nutritious and healthy products. In order to provide green, organic, healthy forest food to global customers, the Company cooperates with family farms to promote standardized cultivation and production so it can ensure high quality of edible fungi raw materials. The Company has also established industrial production workshop and fully implemented the Hazard Analysis Critical Control Point (“HACCP”) international food safety and health management system. We have also obtained BRC certification issued by Intertek Certification Ltd to certify we meet the BRC Global Standard for Food Safety, and Food Safety Management System Certificate issued by China Quality Certification Centre to certify we meet the GB/T 27341-2009/GB 14881-2013 standard.
We currently produce and/or sell four categories of agricultural products: Shiitake mushrooms, Mu Er mushrooms, other edible fungi, and other agricultural products. We do not grow fungi. We purchase dried edible fungi from third party suppliers, mainly from family farms, and two co-operatives representing family farms, Jingning Liannong Trading Co. Ltd. (“JLT”) and Qingyuan Nongbang Mushroom Industry Co., Ltd. (“QNMI”). JLT and QNMI are two companies in Lishui area where our facilities are located. They are co-operatives representing family farms which plant and provide edible fungi. JLT and QNMI themselves do not have any facility and do not process any fungi. They are established to share resources such as procurement information and to enjoy the advantage of scale. After we select and filter the dried edible fungi for specific size and better quality, we may dehydrate them again to ensure the uniform level of dryness of our products. We then package the fungi products for resale. The only products we process and package are edible fungi. We process and package all of our edible fungi products at our own processing plants. For other agricultural products, from January 2017 to April 2017, we purchased tea products from a third-party supplier, and sold them at our online store www.farmmi88.com/www.farmmi.com. From October 2018, we began purchasing and selling multiple kinds of agricultural products, such as crabs and oranges, at our online store Farmmi Liangpin Market (www.farmmi.com). Mainly through distributors, we offer gourmet dried mushrooms to domestic and overseas retail supermarkets, produce distributors and foodservice distributors and operators. We have become an enterprise with advanced processing equipment and business management experience, and we pride ourselves on consistently producing quality mushrooms and serving our customers with a high level of commitment.
Currently, we estimate that approximately 91% of our products are sold in China to domestic distributors and the remaining 9% are sold internationally, including USA, Japan, Canada and other countries, through distributors. In addition, in order to enhance our e-commerce marketing presence, we developed our own e-commerce websites www.farmmi.com and www.farmmi88.com, besides selling our products on a third-party e-commerce website: www.taobao.com.
Our total revenues for the six months ended March 31, 2018 increased by $1.35 million or 11.56%, compared to the same period in 2017. Our total revenues for the year ended September 30, 2017 increased by $5,950,371 or 28.72%, compared to the same period in 2016. We expect our sales of edible fungi products will continue to grow in the coming years, as the consumption of fungi food in China has been rising significantly and has become one of the most important parts of planting industry. Meanwhile, although China has the largest production of edible fungi, consumption of edible fungi per capita is much lower than other countries such as USA and Japan. Therefore, there is great potential for the sales of edible fungi in the Chinese market as well as the international market. We believe our sales will continue to grow in the future with our increased brand awareness, which will grow along with demand for edible fungi products.
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Growth Strategy
Increasing our market share — the premium quality of our products has been long recognized by our customers. People’s increasing awareness of healthy dietary will likely lead to increased demand of our products. Our plan mainly focuses on developing a high-quality agricultural products market. Through our continued efforts of building e-commerce platforms, expansion of distributors, and building stable relationship with suppliers, we expect to expand our product lines and improve our brand awareness and customer loyalty, to meet the demands of market and customers, and to improve our sales performance.
Expansion of our sources of supply, productivity and sales network — to meet the increasing demand, we will emphasize cooperation with major suppliers as well as small family farms to ensure the quantity and quality of raw materials. While expanding supply resource, we also plan to increase our processing capability and update production equipment to enhance productivity. In addition to our present sales network, we intend to invest more in our online stores, continue to train our employees, update relevant information technology and supply chain system, with the goal of making an integrated sales network with an international approach.
Securing high quality raw materials with competitive price — to meet the increasing demand for our products, we have been increasing our cooperation with major suppliers, with whom we have been working together for many years, to secure the quality and quantity of our raw materials. We also have dedicated teams that constantly visit and communicate with the family farm suppliers, to monitor the quality and quantity of raw materials. By working closely with our suppliers throughout the planting seasons, we have been providing such suppliers technical support to secure the stable supply of our raw materials. With our deep understanding of the edible fungi market, we have been able to purchase raw materials of premium quality at favorable prices. Edible fungi can be stored for a long time after simple processing, therefore we have been purchasing edible fungi when we expect their purchase price to increase, and store them to fulfill future sales orders. This strategy has been proven effective and will continue to be used by us as a cost control method.
Factors Affecting Our Results of Operations
Government Policy May Impact our Business and Operating Results
We have not seen any impact of unfavorable government policy upon our business in recent years. However, our business and operating results will be affected by China’s overall economic growth and government policies. Unfavorable changes in government policies could affect the demand for our products and could materially and adversely affect our results of operations. Our edible fungi products are currently eligible for certain favorable government tax incentive and other incentives, any future changes in the government’s policy upon edible fungi industry may have a negative effect on our operations.
Price Inelasticity of Raw Materials May Reduce Our Profit
As a processor of edible fungi, we rely on a continuous and stable supply of edible fungi raw materials to ensure our operation and expansion. The price of edible fungi may be inelastic when we wish to purchase supplies, resulting in an increase in raw material prices and thus reduce our profit. In addition, although we compete primarily the high end market which puts more emphasize on the flavor, texture and quality of our products, we risk losing customers by increasing our selling prices.
Competition in Edible Fungi Industry
Although we have a lot of competitive advantages, such as premium product quality, stable and experienced factory employees, favorable production locations within proximity of significant mushroom planting bases and strong relationships with our significant suppliers, we face a series of challenges.
Our products face competition from a number of companies operating in the vicinity. One of the largest competitors has high sales volume, which enables this competitor to purchase and sell edible fungi at a relatively lower price. Another major competitor has much larger plants and warehouses than we have and its main product is Mu Er mushrooms with different sorts and qualities. Competition from these two major competitors may prevent us from increasing our revenue.
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On the other hand, although we believe we distinguish our company from competitors on the basis of product quality, the edible fungi industry is fragmented and subject to relatively low barriers of entry. Many of our competitors can provide products at relatively lower prices to increase their supplies which may affect our profit margins as we seek to compete with them.
At last, we have devoted significant resources to build and develop two online stores, Farmmi Jicai and Farmmi Liangpin Market. We plan to expand these two online stores. While this strategy may offer new opportunities to our company, it is also a new venture and is impacted by many other factors. Farmmi Jicai and Farmmi Liangpin Market are not well known by consumers yet, and we do not have rich experience in e-commerce operation. As a result, we have no guarantee that we will be successful in this new expansion. If we do not manage our expansion effectively, our business prospects could be impaired.
Economy and Politics
Our ability to be successful in China depends in part on our awareness of trends in politics that may affect our company, including, for example, government initiatives that would either encourage or discourage programs and companies that produce healthy foods or efforts to increase export of agricultural products. In addition, we must be aware of political situations in destination countries of our products, particularly if such countries take action to stifle importation of food products from abroad.
Trend Information
We have noted the existence of the following trends since October 2017, all of which are likely to affect our business to the extent they continue in the future:
China’s edible fungi industry is growing, both in absolute terms and in market share.
Through its development of enoki mushroom industrialization technology in the 1960s, Japan became the world leader in mushroom farming. As other countries’ fungi farming technology improved, China began to supplant Japan and now accounts for more than 75% of worldwide edible mushroom production, according to QYR Food Research Center, an independent research institution.China’s growth has outpaced worldwide production growth rates. While China’s growth rates in the past much higher than world growth rates, it appeared to be moving from rapid expansion to a more mature industry.
As the table below illustrates, our sales volume of Shiitake mushroom for the six months ended March 31, 2018 was approximately 601 tons. This number represents an increase compared with 456 tons for the same period of fiscal 2017. This was primarily due to the increased sales orders we received from China Forest. In the meanwhile, our sales volume of Mu Er for the six month ended March 31, 2018 was approximately 351 tons. This number represents a slightly decrease of 12 tons compared with 363 tons for the same period of fiscal 2017. This was primarily due to the decreased sales orders we received from China Forest. However, the sales of Mu Er increased in second half of fiscal year 2018, and total sales of Mu Er in fiscal year 2018 is expected to be higher than fiscal year 2017, as sales orders of Mu Er picked up in the second half of fiscal year 2018. As China’s mushroom industry is moving from rapid expansion to a more mature stage, we expect the effect of industry growth on increasing our sales volume will decrease.
Period
Shiitake (tons)
Mu Er (tons)
Oct-17
63 51
Nov-17
48 85
Dec-17
48 76
Jan-18
220 17
Feb-18
107 78
Mar-18
115 44
Total sales volume for the six months ended March 31, 2018
601 351
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Our aggregate employee salaries have been relatively stable.
During the period of October 2017 to September 2018, our monthly salary expense in USD was as follows:
[MISSING IMAGE: tv507927_chrt-monthlyes.jpg]
The increase in monthly employee salaries from January 2018 was mainly due to the increased number of employees as we have been expanding our own online stores and have recruited more employees accordingly. The increase in monthly employee salaries was also attributable to the increased salaries for the production workers after our initial public offering in February 2018.
We expect our salary expenses will stay stable with slight increase in the future, due to the expansion of our operations and inflation.
Raw material costs have been relatively stable.
With our deep understanding of the edible fungi market, constant market research, and communication with our suppliers, we have been able to obtain favorable price for premium raw materials. With increased sales orders we receive, we need to purchase additional raw materials to meet the new demand. We expect the raw material costs in fiscal year 2018 will be relatively stable, fluctuating between 5% and 6% of the raw material costs in fiscal year 2017.
During the period from October 2017 to September 2018, the average monthly unit prices per ton for Shiitake and Mu Er we purchased were as follows:
[MISSING IMAGE: tv507927_chrt-monthlyuprm.jpg]
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We anticipate that for fiscal year 2019, the average unit price of Shiitake and Mu Er we purchased will be about $9,400 per ton and $9,900 per ton, respectively. The stable raw material costs contribute to stabilizing our gross margin. We expect our gross margin will be slightly higher in fiscal year 2019 than in fiscal year 2018.
We expect the agriculture industry in China will become increasingly reliant on Internet sales.
Government initiatives such as the concept of  “Internet+” articulated by Premier Li Keqiang beginning in 2015, reflect the government’s push to incorporate Internet and other information technology in conventional industries. One of the specific applications of this concept has been “Internet + Agriculture”, which reflects the increased use of technology both in the growing and sales sides of farming.
In addition, we have seen shifts of Chinese consumers to purchase products — including food products like ours — online. We have been building our online stores Farmmi Jicai and Farmmi Liangpin Market in response to this trend.
During the six months ended March 31, 2018, our online sales accounted for 4.61% of our total sales, and the sales by Farmmi Liangpin Market (now called Farmmi Jicai) contributed 99.35% of our online sales. For the six months ended March 31, 2018, our aggregate online sales were $600,810, a decrease by 16.48% compared with online sales for the same period in 2017, and the average monthly online sales were $50,068. The following chart shows our sales of Farmmi Liangpin Market (now called Farmmi Jicai) and our online sales for each month from October 2017 to March 2018:
[MISSING IMAGE: tv507927_chrt-monthlyflms.jpg]
The decrease in online sales during the six months ended March 31, 2018 was due to the development of our software related to Farmmi Jicai (then called Farmmi Liangpin Market), which lead to reduced business hours of it. After the completion of software development in March 2018, we reorganized the on-line store operating team and put great efforts into offline promotion activities. The online sales increased significantly from April 2018.
Increased sales to China Forest.
China Forest, one of the biggest edible fungi exporters in China, has been our major customer since 2016. China Forest has been increasing its procurement from us. Our sales to China Forest for the six months ended March 31, 2018 was $10,747,891, an increase of 19.44% from $8,998,653 for the same period in 2017. Due to the stable supply and the premium quality of our products, our sales of Shiitake mushroom to China Forest for the six months ended March 31, 2018 were 482 tons, an increase of 42.15% from 339 tons for the same period in 2017, and our sales of Mu Er to China Forest for the six month ended March 31,
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2018 were 316 tons, a decrease of 6.89% from 339 tons for the same period in 2017. However, the sales orders of Mu Er from China Forest increased in second half of fiscal year 2018, and total sales orders of Mu Er in fiscal year 2018 is expected to be higher than fiscal year 2017.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures in the financial statements. Critical accounting policies are those accounting policies that may be material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and that have a material impact on financial condition or operating performance. While we base our estimates and judgments on our experience and on various other factors that we believe to be reasonable under the circumstances, actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies used in the preparation of our financial statements require significant judgments and estimates. For additional information relating to these and other accounting policies, see Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus.
Use of Estimates
In preparing the unaudited condensed consolidated financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting year. Significant items subject to such estimates and assumptions include the useful lives of property and equipment; allowances pertaining to the allowance for doubtful accounts and advances to suppliers; the valuation of inventories; and the valuation of deferred tax assets.
Revenue Recognition
The Company recognizes revenues under FASB Codification Topic 605 (“ASC 605”). Revenue is recognized when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable, and (iv) the ability to collect is reasonably assured. These criteria are generally satisfied by the Company at the time of delivery for sales, which is the point when risk of loss and title passes to the customer. The delivery of goods either occurs when (a) goods leave the Company’s warehouse or production facilities or (b) goods are delivered and accepted by customer, usually at a location outside the Company. For sales under free on board (“FOB”) warehouse or production facilities terms, the Company recognizes revenue when product leaves the Company’s warehouse or production facility. Product delivery is evidenced by warehouse shipping log as well as signed shipping bills from the shipping company. For sales under FOB destination term, the Company recognizes revenue when product is delivered and accepted by customer. Product delivery is evidenced by signed receipt document upon delivery. The delivery term is negotiated between the Company and customers on a customer by customer base. Revenue is reported net of all value added taxes. The Company generally does not permit customers to return products and historically, customer returns have been immaterial. In the event the Company receives an advance from a customer, such advance is recorded as a liability to the Company. The Company reduces the liability and recognizes revenue after the delivery of goods occurs.
Under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”), revenue is recognized when all of the following five steps are met: (i) identify the contract(s) with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations; (v) recognize revenue when (or as) each performance obligation is satisfied. ASC 606 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. The Company plans to adopt ASC 606 for its fiscal year ending September 30, 2019 and all interim periods within. Preliminarily, the Company plans to adopt ASC 606 using the retrospective transition method and is continuing to evaluate the impact its pending adoption of
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ASC 606 will have on its consolidated financial statements. The Company believes that its current revenue recognition policies are generally consistent with the new revenue recognition standards set forth in ASC 606. Potential adjustments to input measures are not expected to be pervasive to the majority of the Company's contracts. While no significant impact is expected upon adoption of the new guidance, the Company will not be able to make that determination until the time of adoption based upon outstanding contracts at that time.
Receivables
Trade receivables are carried at the original invoiced amount less a provision for any potential uncollectible amounts. Provisions are applied to trade receivables where events or changes in circumstances indicate that the balance may not be collectible. The identification of doubtful accounts requires the use of judgment and estimates of management. Our management must make estimates of the collectability of our accounts receivable. Management specifically analyzes accounts receivable, historical bad debts, customer creditworthiness, current economic trends and changes in our customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. Increases in our allowance for doubtful accounts would lower our net income and earnings per share.
Inventory
The Company values its inventories at the lower of cost, determined on a weighted average basis, or market value. The Company reviews its inventories periodically to determine if any reserves are necessary for potential obsolescence or if a write-down is necessary if the carrying value exceeds net realizable value.
Recent accounting pronouncements
In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, which amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. For all entities, this ASU is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period. The adoption of this ASU is not expected to have a material effect on the Company’s unaudited condensed consolidated financial statements.
In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company expects that the adoption of this ASU would not have a material impact on the Company’s unaudited condensed consolidated financial statements.
In September 2017, the FASB issued ASU 2017-13, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842). The main objective of this pronouncement is to clarify the effective date of the adoption of ASC Topic 606 and ASC Topic 842 and the definition of public business entity as stipulated in ASU 2014-09 and ASU 2016-02. ASU 2014-09 provides that a public business entity and certain other specified entities adopt ASC Topic 606 for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. All other entities are required to adopt ASC Topic 606 for annual reporting periods beginning after December 15, 2018, and interim reporting
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periods within annual reporting periods beginning after December 15, 2019. ASU 2016-12 requires that “a public business entity and certain other specified entities adopt ASC Topic 842 for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. All other entities are required to adopt ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020”. ASU 2017-13 clarifies that the SEC would not object to certain public business entities electing to use the non-public business entities effective dates for applying ASC 606 and ASC 842. ASU 2017-13, however, limits such election to certain public business entities that “otherwise would not meet the definition of a public business entity except for a requirement to include or inclusion of its financial statements or financial information in another entity’s filings with the SEC”. The Company believes that its current revenue recognition policies are generally consistent with the new revenue recognition standards set forth in ASC 606. Potential adjustments to input measures are not expected to be pervasive to the majority of the Company’s contracts. While no significant impact is expected upon adoption of the new guidance, the Company will not be able to make that determination until the time of adoption based upon outstanding contracts at that time.
In November 2017, the FASB issued ASU 2017-14, Income Statement — Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606), which amends certain aspects of the new revenue recognition standard. This standard will be effective for fiscal years beginning after December 15, 2018. The Company expects that the adoption of this ASU will not have a material impact on the Company’s unaudited condensed consolidated financial statements.
In February 2018, the FASB issued ASU 2018-02, Income Statement — Reporting Comprehensive Income (Topic 220). The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The amendments in this update also require certain disclosures about stranded tax effects. The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted, including interim periods within those years. The Company expects that the adoption of this ASU would not have a material impact on the Company’s unaudited condensed consolidated financial statements.
In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases,” which clarifies how to apply certain aspects of the new leases standard. This ASU addresses the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. This ASU has the same effective date and transition requirements as the new leases standard, which is effective for annual periods beginning after December 15, 2018. The Company expects that the adoption of this ASU would not have a material impact on the Company’s unaudited condensed consolidated financial statements.
In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements” which provides a new transition method and a practical expedient for separating components of a contract. This ASU is intended to reduce costs and ease the implementation of the new leasing standard for financial statement preparers. The effective date and transition requirements for the amendments related to separating components of a contract are the same as the effective date and transition requirements in ASU 2016-02. The Company expects that the adoption of this ASU would not have a material impact on the Company’s unaudited condensed consolidated financial statements.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the unaudited condensed consolidated financial position, statements of operations and cash flows.
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Results of Operations for the Six Months Ended March 31, 2018 and 2017
Overview
The following table summarizes our results of operations for the six months ended March 31, 2018 and 2017:
Six Months Ended March 31,
Variance
2018
2017
Amount
%
Revenues
$ 13,020,037 $ 11,670,391 $ 1,349,646 11.56%
Cost of revenues
10,920,758 9,695,401 1,225,357 12.64%
Gross profit
2,099,279 1,974,990 124,289 6.29%
Selling and distribution expenses
90,684 54,593 36,091 66.11%
General and administrative expenses
731,008 665,047 65,961 9.92%
Income from operations
1,277,587 1,255,350 22,237 1.77%
Interest income
376 172 204 118.60%
Interest expense
(86,138) (111,209) 25,071 (22.54)%
Other income (expense), net
7,452 (561) 8,013 (1,428.34)%
Income before income taxes
1,199,277 1,143,752 55,525 4.85%
Provision for income taxes
1,591 7,870 (6,279) (79.78)%
Net income
$ 1,197,686 $ 1,135,882 $ 61,804 5.44%
Revenue
Currently, we have three main types of revenue streams deriving from our three major product categories: Shiitake, Mu Er, other edible fungi and other agricultural products. Revenue generated from other agricultural products was minimal before September 2017.
The following table sets forth the breakdown of our revenues for the six months ended March 31, 2018 and 2017, respectively:
Six Months Ended March 31,
Variance
2018
%
2017
%
Amount
%
Shiitake
$ 7,972,621 61.24% $ 5,764,369 49.39% $ 2,208,252 38.31%
Mu Er
4,833,461 37.12% 5,135,190 44.00% (301,729) (5.88)%
Other edible fungi and other agricultural products
213,955 1.64% 770,832 6.61% (556,877) (72.24)%
Total Amount
$ 13,020,037 100.00% $ 11,670,391 100.00% $ 1,349,646 11.56%
Total revenues for the six months ended March 31, 2018 increased by $1,349,646, or 11.56%, to $13,020,037 from $11,670,391 for the same period of last year, mainly due to an increase in revenue from sales of Shiitake, partially offset by decrease in revenue from sales of Mu Er and other edible fungi and other agricultural products.
Revenue from sales of Shiitake increased by $2,208,252, or 38.31%, to $7,972,621 for the six months ended March 31, 2018 from $5,764,369 for the same period of last year, mainly due to the increased sales volume of our Shiitake products. Sales volume of Shiitake increased to 601 tons for the six months ended March 31, 2018 from 456 tons for the same period of last year.
Revenue from sales of Mu Er decreased by $301,729, or 5.88%, to $4,833,461 for the six months ended March 31, 2018 from $5,135,190 for the same period of last year. The decrease was primarily due to both the decreased unit sales price of products and the sales volume. Average unit sales price of Mu Er decreased by 24% due to the decreased price of supplies as a result of abundant harvest during the six months ended March 31, 2018, as compared to the same period of last year. Sales volume of Mu Er also decreased slightly to 473 tons for the six months ended March 31, 2018 from 444 tons for the same period of last year. The decrease in revenue from sales of Mu Er was partially offset by the appreciation of RMB against USD. The average translation rates for the six months ended March 31, 2018 and 2017 were at 1 RMB to $0.1542 USD and at 1 RMB to $0.1458 USD, respectively, which represented an increase of 5.80%.
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Revenues from sales of other edible fungi and other agricultural products decreased by $556,877, or 72.24%, to $213,955 for the six months ended March 31, 2018 from $770,832 for the same period of last year. The cause of the decrease was that the Company sold $443,451 of Maitake mushroom in January 2017 to fill an unusual order, and no such order took place during the six months ended March 31, 2018. The online sales of the products of this category also decreased by $110,029 to $181,176 for the six months ended March 31, 2018, compared to $291,205 of the corresponding period of fiscal year 2017, mainly because the Company did not generate any revenue from the tea products in this period when one supplier raised the unit price of its tea products.
Cost of Revenue
The following table sets forth the breakdown of the Company’s cost of revenue for the six months ended March 31, 2018 and 2017, respectively:
Six Months Ended March 31,
Variance
2018
%
2017
%
Amount
%
Shiitake
$ 6,697,781 61.33% $ 4,785,954 49.36% $ 1,911,827 39.95%
Mu Er
4,040,814 37.00% 4,254,922 43.89% (214,108) (5.03)%
Other edible fungi and other agricultural products
182,163 1.67% 654,525 6.75% (472,362) (72.17)%
Total Amount
$ 10,920,758 100.00% $ 9,695,401 100.00% $ 1,225,357 12.64%
Cost of revenue increased by $1,225,357, or 12.64%, to $10,920,758 for the six months ended March 31, 2018 from $9,695,401 for the same period of last year.
Cost of revenue from sales of Shiitake increased by $1,911,827, or 39.95%, to $6,697,781 for the six months ended March 31, 2018 from $4,785,954 for the same period of last year. Cost of revenue from sales of Mu Er decreased by $214,108, or 5.03%, to $4,040,814 for the six months ended March 31, 2018 from $4,254,922 for the same period of last year. Cost of revenue from sales of other edible fungi and other agricultural products decreased by $472,362, or 72.17%, to $182,163 for the six months ended March 31, 2018 from $654,525 for the same period of last year. The percentage of the variance in costs was proportional to the percentage of the variance in sales due to the stable gross margin of our products.
Gross Profit
The following table sets forth the breakdown of the Company’s gross profit for the six months ended March 31, 2018 and 2017, respectively:
Six Months Ended March 31,
Variance
2018
%
2017
%
Amount
%
Shiitake
$ 1,274,840 60.73% $ 978,415 49.54% $ 296,425 30.30%
Mu Er
792,647 37.76% 880,268 44.57% (87,621) (9.95)%
Other edible fungi and other agricultural products
31,792 1.51% 116,307 5.89% (84,515) (72.67)%
Total Amount
$ 2,099,279 100.00% $ 1,974,990 100.00% $ 124,289 6.29%
Overall gross profit increased by $124,289, or 6.29%, to $2,099,279 for the six months ended March 31, 2018 from $1,974,990 for the same period of last year. Gross profit from sales of Shiitake increased by $296,425, or 30.30%, to $1,274,840 for the six months ended March 31, 2018 from $978,415 for the same period of last year. The increase of gross profit from sales of Shiitake is in line with increased sales revenue for the six months ended March 31, 2018. Gross profit from sales of Mu Er decreased by $87,621, or 9.95%, to $792,647 for the six months ended March 31, 2018 from $880,268 for the same period of last year. Gross profit from sales of other edible fungi and other agricultural products decreased by $84,515, or 72.67%, to $31,792 for the six months ended March 31, 2018 from $116,307 for the same period of last year. The decrease of gross profit from sales of Mu Er and other edible fungi and other agricultural products is in line with decreased sales revenue for the six months ended March 31, 2018.
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Overall gross margin decreased by 0.80 percentage points to 16.92% for the six months ended March 31, 2018 from 16.12% for the same period of last year. The decrease in overall gross margin was primarily due to the slight increase in purchase prices of Mu Er as the Company sought to purchase raw material of premium quality. The Company typically has a fixed sales price when receiving orders from its customers, any increase in purchase prices will have an impact on the Company’s profit margin.
Selling and Distribution Expenses
Selling and distribution expenses increased by $36,091, or 66.11%, to $90,684 for the six months ended March 31, 2018 from $54,593 for the same period of last year, primarily due to the increased shipping fee in line with the Company’s increased sales volume.
General and Administrative Expenses
General and administrative expenses increased by $65,961, or 9.92%, to $731,008 for the six months ended March 31, 2018 from $665,047 for the same period of last year. The increase was primarily attributable to the increased initial public offering related expenses, such as auditing fees, during the six months ended March 31, 2018.
Interest Expense
Interest expense decreased by $25,071, or 22.54%, to $86,138 for the six months ended March 31, 2018 from $111,209 for the same period of last year. The decrease in interest expense was primarily attributable to decreased average balance of short-term bank loans. The decrease was partially offset by the higher interest rate during the six months ended March 31, 2018 as compared to same period of last year.
Provision for Income Taxes
For the six months ended March 31, 2018 and 2017, our income tax expense decreased by $6,279 or 79.78% from $7,870 for the six months ended March 31, 2017 to $1,591 for the six months ended March 31, 2018. The decrease in income tax expense was primarily due to the increased income tax exemption we received from the tax authority of Lishui City as an incentive to encourage enterprises to go public. Our preferential tax status will terminate on December 31, 2018. Management expects the Company will continue enjoying the preferential tax as companies that engage in processing and selling agricultural products are able to receive tax incentives from local tax authority based on regulations in China.
A total net income of  $1.7 million and $1.5 million was exempt from income tax for the six months ended March 31, 2018 and 2017, respectively. The aggregate amount of our tax holiday was approximately $0.42 million and $0.37 million for the six months ended March 31, 2018 and 2017, respectively. From April 1, 2018 to December 31, 2018, we expect to enjoy the tax exemption for 95% of our taxable income. The summary is below:
Exempted Net Income
Tax holiday
October 1, 2015 – September 30, 2016 RMB 7.8 million (approximately $1.2 million) RMB 1.87 million (approximately $0.28 million)
October 1, 2016 – September 30, 2017 RMB 23.71 million (approximately $3.5 million) RMB 5.9 million (approximately $0.87 million)
October 1, 2017 – March 31, 2018 RMB 10.93 million (approximately $1.7 million) RMB 2.7 million (approximately $0.42 million)
April 1, 2018 – December 31, 2018 95% of Taxable Income
Net Income
As a result of the factors described above, our net income was $1,197,686 for the six months ended March 31, 2018, an increase of  $61,804 from 1,135,882 for the same period of fiscal year 2017.
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Results of Operations for the Years Ended September 30, 2017 and 2016
Overview
The following table summarizes our results of operations for the years ended September 30, 2017 and 2016:
Years Ended September 30,
Variance
2017
2016
Amount
%
Revenues
$ 26,665,601 $ 20,715,230 $ 5,950,371 28.72%
Cost of revenues
22,140,879 17,371,416 4,769,463 27.46%
Gross profit
4,524,722 3,343,814 1,180,908 35.32%
Selling and distribution expenses
140,019 78,507 61,512 78.35%
General and administrative expenses
915,474 395,854 519,620 131.27%
Income from operations
3,469,229 2,869,453 599,776 20.9%
Interest income
311 475 (164) (34.53)%
Interest expense
(209,159) (250,732) 41,573 (16.58)%
Other income (expense), net
15,758 (39,739) 55,497 (139.65)%
Income before income taxes
3,276,139 2,579,457 696,682 27.01%
Provision for income taxes
5,793 269,367 (263,574) (97.85)%
Net income
$ 3,270,346 $ 2,310,090 $ 960,256 41.57%
Revenue
Currently, we have three main types of revenue streams deriving from our three major product categories: Shiitake, Mu Er and other edible fungi. Revenue generated from other agricultural products was minimal before September 2017. Overall we have seen an increase of revenue in 2017, due to increased sales to our major customers as mentioned in “Trend Information”.
The following table sets forth the breakdown of our revenues for the years ended September 30, 2017 and 2016, respectively:
Years Ended September 30,
Variance
2017
%
2016
%
Amount
%
Shiitake
$ 16,249,672 60.94% $ 14,658,325 70.76% $ 1,591,347 10.86%
Mu Er
9,239,920 34.65% 6,015,519 29.04% 3,224,401 53.60%
Other edible fungi
1,176,009 4.41% 41,386 0.20% 1,134,623 2,741.56%
Total Amount
$ 26,665,601 100.00% $ 20,715,230 100.00% $ 5,950,371 28.72%
Our total revenues for the year ended September 30, 2017 was $26,665,601, an increase of  $5,950,371 or 28.72% from $20,715,230 for the year ended September 30, 2016.
For the years ended September 30, 2017 and 2016, revenue from sales of Shiitake was $16,249,672 and $14,658,325, respectively, which represented an increase of  $1,591,347 or 10.86%. The increase of revenue from this product category was mainly due to the increased sales volume of our products. For the year ended September 30, 2017, we received more orders of Shiitake mushrooms from our main customer, China Forest, compared to fiscal year 2016.
For the years ended September 30, 2017 and 2016, revenue from sales of Mu Er was $9,239,920 and $6,015,519, respectively, which represented an increase of  $3,224,401 or 53.60%. The primary reason of the increase of revenue from this product category was that we received significantly more orders of Mu Er from China Forest in fiscal 2017, compared to fiscal 2016. We have sold 596 tons, out of the total sales quantities — 700 tons, of Mu Er to China Forest for the year ended September 30, 2017, an increase of 70.29%, as compared to 350 tons for the year ended September 30, 2016.
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For the years ended September 30, 2017 and 2016, revenue from sales of other edible fungi was $1,176,009 and $41,386, respectively, which represented an increase of  $1,134,623 or 2,741.56%. The major reason for the increase was that we sold $446,514 of Maitake mushroom in January 2017 to fill a one time order from a customer. The increase was also attributable to our online store Farmmi Liangpin Market — sales of other edible fungi derived from our online store was $685,246 for the year ended September 30, 2017, compared to nil for the corresponding period of 2016.
Cost of Revenue
The following table sets forth the breakdown of the Company’s cost of revenue for the years ended September 30, 2017 and 2016, respectively:
Years Ended September 30,
Variance
2017
%
2016
%
Amount
%
Shiitake
$ 13,509,630 61.01% $ 12,313,221 70.89% $ 1,196,409 9.72%
Mu Er
7,680,141 34.69% 5,024,346 28.92% 2,655,795 52.86%
Other edible fungi
951,108 4.30% 33,849 0.19% 917,259 2,709.86%
Total Amount
$ 22,140,879 100.00% $ 17,371,416 100.00% $ 4,769,463 27.46%
For the years ended September 30, 2017 and 2016, cost of revenue from sales of our Shiitake was $13,509,630 and $12,313,221, respectively, representing an increase of  $1,196,409 or 9.72%; cost of revenue from sales of our Mu Er was $7,680,141 and $5,024,346, respectively, representing an increase of  $2,655,795 or 52.86%; cost of revenue from sales of our other edible fungi products was $951,108 and $33,849, respectively, representing an increase of  $917,259 or 2,709.86%. The percentage of the variance in costs was proportional to the percentage of the variance in sales due to the stable gross margin of our products.
Gross Profit
The following table sets forth the breakdown of the Company’s gross profit for the years ended September 30, 2017 and 2016, respectively:
Years Ended September 30,
Variance
2017
%
2016
%
Amount
%
Shiitake
$ 2,740,042 60.56% $ 2,345,104 70.13% $ 394,938 16.84%
Mu Er
1,559,779 34.47% 991,173 29.64% 568,606 57.37%
Other edible fungi
224,901 4.97% 7,537 0.23% 217,364 2,883.96%
Total Amount
$ 4,524,722 100.00% $ 3,343,814 100.00% $ 1,180,908 35.32%
For the years ended September 30, 2017 and 2016, gross profit from sales of our Shiitake was $2,740,042 and $2,345,105, respectively, representing an increase of  $394,938 or 16.84%; gross profit from sales of Mu Er was $1,559,779 and $991,173, respectively, representing an increase of  $568,606 or 57.37%; gross profit from sales of other edible fungi increased by $217,364 or 2,883.96% from $7,537 for the year ended September 30, 2016 to $224,901 for the same period in 2017. The percentage of the variance in gross profit was proportional to the percentage of the variance in sales due to the stable gross margin of our products.
The overall gross profit margin increased slightly by 0.83% from 16.14% for the year ended September 30, 2016 to 16.97% for the year ended September 30, 2017. The slight increase in overall gross profit margin was primarily due to increased proportion of online sales, with higher gross profit margin, in this reporting period.
Selling and Distribution Expenses
For the year ended September 30, 2017, our selling and distribution expenses were $140,019, representing an increase of  $61,512 or 78.35%, as compared to fiscal year 2016. The significant increase was mainly due to the increased shipping expenses in line with our increased sales volume.
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General and Administrative Expenses
For the year ended September 30, 2017, our general and administrative expenses were $915,474, representing an increase of  $519,620 or 131.27%, as compared to fiscal year 2016. The increase was primarily attributable to the increased payroll expenses and initial public offerings related expenses, such as audit fees and consulting fees, during the year ended September 30, 2017 as compared to the same period of fiscal year 2016.
Interest Expense
For the year ended September 30, 2017, our interest expense was $209,159 as compared to $250,732 for fiscal year 2016. The decrease in net interest expense was attributable to decreased short-term bank loans.
Provision for Income Taxes
For the years ended September 30, 2017 and 2016, our income tax expense decreased by $263,574 or 97.85% from $269,367 for the year ended September 30, 2016 to $5,793 for the year ended September 30, 2017. The decrease in income tax expense was primarily due to the increased amount of income tax exemption we received from the tax authority of Lishui City as an incentive to encourage enterprises to go public. Our preferential tax status will terminate on December 31, 2018, unless we stop the listing application process earlier.
A total net income of  $3.5 million and $1.2 million was exempt from income tax for the years ended September 30, 2017 and 2016, respectively. The aggregate amount of our tax holiday was approximately $0.87 million and $0.28 million for the years ended September 30, 2017 and 2016, respectively. From October 1, 2017 to December 31, 2018, we expect to enjoy the tax exemption for 90% of our taxable income. The summary is below:
Exempted Net Income
Tax holiday
October 1, 2015 – September 30, 2016 RMB 7.8 million (approximately $1.2 million) RMB 1.87 million (approximately $0.28 million)
October 1, 2016 – September 30, 2017 RMB 23.71 million (approximately $3.5 million) RMB 5.9 million (approximately $0.87 million)
October 1, 2017 – December 31, 2018 90% of Taxable Income
For fiscal year 2018, we expect to enjoy the income tax exemption for 90% of our taxable income.
Net Income
As a result of the factors described above, our net income was $3,270,346 for the year ended September 30, 2017, an increase of  $960,256 from $2,310,090 for fiscal year 2016.
Liquidity and Capital Resources
We are a holding company incorporated in the Cayman Islands. We may need dividends and other distributions on equity from our PRC subsidiaries to satisfy our liquidity requirements. Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, our PRC subsidiaries are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of their respective registered capital. Our PRC subsidiaries may also allocate a portion of its after-tax profits based on PRC accounting standards to employee welfare and bonus funds at their discretion. These reserves are not distributable as cash dividends.
Further, although instruments governing the current debts incurred by our PRC subsidiaries do not have restrictions on their abilities to pay dividend or make other payments to us, the lender may impose such restriction in the future. As a result, our ability to distribute dividends largely depends on earnings from our
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PRC subsidiaries and its ability to pay dividends out of its earnings. Management believes that our current cash, cash flows provided by operating activities, and access to loans will be sufficient to meet our working capital needs for at least the next 12 months. We intend to continue to carefully execute our growth plans and manage market risk.
As of March 31, 2018 and September 30, 2017, we had cash on hand in the amount of  $4,867,414 and $2,590,539, respectively. Total current assets as of March 31, 2018 amounted to $21,045,659, an increase of $7,304,246 compared to $13,741,413 at September 30, 2017. The increase in total current assets at March 31, 2018 compared to September 30, 2017 was mainly due to the increase in cash as a result of the proceeds received in connection with our recent initial public offering, and accounts receivable as a result of our increase in sales. Current liabilities amounted to $2,191,685 at March 31, 2018, in comparison to $2,529,848 at September 30, 2017. This decrease of liabilities was mainly attributable to the decrease in due to related parties and accounts payable.
Indebtedness.   As of March 31, 2018, we incurred $1,751,398 of short-term bank loans and $700,559 of long-term bank loans. As of September 30, 2017, we incurred $1,652,917 of short-term bank loans and $661,167 of long-term bank loans. Beside these loans, we did not have any finance leases or purchase commitments, guarantees or other material contingent liabilities.
Off-Balance Sheet Arrangements.   We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or that are not reflected in our unaudited condensed consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that we provide financing, liquidity, market risk or credit support to or engages in leasing, hedging or research and development services with us.
Capital Resources.   We have historically funded our working capital needs from operations, bank borrowings, advance payments from customers and additional capital contributions from shareholders. Currently, our principal sources of liquidity are generated from our operations and loans from commercial banks. We anticipate that we will complete our initial public offering within next three months, which will provide us with additional capital resources. The primary drivers and material factors impacting our liquidity and capital resources include our ability to generate sufficient cash flows from our operations and renew commercial bank loans, and whether or not we can successfully complete our initial public offering to ensure our future growth and expansion plans. The primary drivers and material factors impacting our liquidity and capital resources include our ability to generate sufficient cash flows from our operations and renew commercial bank loans, as well as proceeds from our initial public offering to ensure our future growth and expansion plans. On February 21, 2018, the Company announced the closing of its initial public offering of 1,680,000 ordinary shares at a price to the public of  $4.00 per share for a total of  $6,720,000 in gross proceeds. As of March 31, 2018, we had total assets of approximately $21.0 million, which includes cash of approximately $4.9 million, accounts receivable of approximately $9.2 million, advance to suppliers of approximately $4.5 million and inventory of approximately $2.4 million, working capital of approximately $18.9 million, and shareholders’ equity of approximately $18.9 million. As of September 30, 2017, we had total assets of approximately $13.8 million, which includes cash of approximately $2.6 million, accounts receivable of approximately $5.1 million, advance to suppliers of approximately $4.1 million and inventory of approximately $1.6 million, working capital of approximately $11.2 million, and shareholders’ equity of approximately $10.7 million. No provision was made for accounts receivable as of September 30, 2017.
Working Capital.   Total working capital as of March 31, 2018 amounted to $18,853,974, compared to $11,211,565 as of September 30, 2017.
Capital Needs.   Our capital needs include our daily working capital needs and capital needs to finance the development of our business. With the uncertainty of the current market, our management believes it is necessary to enhance collection of outstanding balance of accounts receivable and other receivables, and to be cautious on operational decisions and project selections. Our management believes that income
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generated from our current operations can satisfy our daily working capital needs over the next 12 months. We may also raise additional capital through public offerings or private placements to finance our business development and to consummate any merger or acquisition, if necessary.
Cash Flows
The following table provides detailed information about our net cash flows for the six months ended March 31, 2018 and 2017.
For the six months ended
March 31,
2018
2017
Net cash provided by (used in) operating activities
$ (3,352,025) $ 1,767,427
Net cash used in investing activities
(2,782) (977,875)
Net cash provided by (used in) financing activities
5,554,135 (776,745)
Effect of exchange rate changes on cash
77,547 (1,568)
Net increase in cash and cash equivalents
2,276,875 11,239
Cash and cash equivalents, beginning of period
2,590,539 47,241
Cash and cash equivalents, end of period
$ 4,867,414 $ 58,480
The following table provides detailed information about our net cash flows for the years ended September 30, 2017 and 2016.
For the years ended
September 30,
2017
2016
Net cash provided by (used in) operating activities
$ 2,004,919 $ (640,899)
Net cash provided by (used in) investing activities
2,126,259 (1,524,599)
Net cash provided by (used in) financing activities
(1,654,128) 2,061,320
Effect of exchange rate changes on cash
66,248 (5,071)
Net increase (decrease) in cash and cash equivalents
2,543,298 (109,249)
Cash and cash equivalents, beginning of year
47,241 156,490
Cash and cash equivalents, end of year
$ 2,590,539 $ 47,241
Operating Activities
Net cash used in operating activities was $3,352,025 for the six months ended March 31, 2018. This was an increase of  $5,119,452 compared to net cash provided by operating activities of  $1,767,427 for the six months ended March 31, 2017. The increase in net cash used in operating activities was primarily attributable to net income of  $1,197,686, partially offset by an increase of  $3,629,315 in accounts receivable and an increase of  $648,303 in inventory.
Net cash provided by operating activities was $2,004,919 for the year ended September 30, 2017. This was an increase of  $2,645,818 compared to net cash used in operating activities of  $640,899 for the year ended September 30, 2016. The increase in net cash provided by operating activities was primarily attributable to net income of  $3,270,346, partially offset by an increase of  $378,713 in advance to suppliers and a decrease of  $1,090,595 in advance from customers.
Investing Activities
For the six months ended March 31, 2018, net cash used in investing activities amounted to $2,782 as compared to net cash used in investing activities of  $977,875 for the same period of 2017. The decrease of $975,093 was primarily due to a decrease of  $977,634 in payments of loans to related parties.
For the year ended September 30, 2017, net cash provided by investing activities amounted to $2,126,259 as compared to net cash used in investing activities of  $1,524,599 for the same period of 2016. The increase of $3,650,858 was primarily due to the collection of  $2,192,762 in loans to related parties for the year ended September 30, 2017. During the same period of 2016, the Company lent $1,518,479 to related parties.
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Financing Activities
Net cash provided by financing activities amounted to $5,554,135 for the six months ended March 31, 2018, as compared to net cash used in financing activities of  $776,745 for the same period in 2017. The increase of  $6,330,880 in net cash provided by financing activities was mainly due to an increase of  $7,728,000 in gross proceeds from initial public offering, partially offset by an increase of  $1,147,549 in direct costs disbursed from initial public offering proceeds in current period.
Net cash used in financing activities amounted to $1,654,128 for the year ended September 30, 2017, as compared to net cash provided by financing activities of  $2,061,320 for the same period in 2016. The decrease of  $3,715,448 in net cash used in financing activities was mainly due to an increase of  $2,828,852 in repayments of bank loans, a decrease of  $3,154,239 in proceeds from capital contribution and an increase of  $278,820 in deferred offering costs, partially offset by an increase of  $1,520,659 in new borrowings from bank loans and a decrease of  $929,902 in repayments of loans from third party.
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Business
Overview
We are a supplier of agricultural products. We currently focus on processing and selling edible fungi, mainly Shiitake and Mu Er mushrooms. According to the QYR Food Research Center, the production volume of the global mushroom market was 48,040,000 tons in 2016, and an expected 50,600,000 tons in 2017. In addition to our edible fungi products, we also have begun to derive revenues from our trading activities, which primarily relate to purchases and sales of tea products.
Our founders Ms. Yefang Zhang and Mr. Zhengyu Wang started their edible fungi business in November 1994 by establishing Lishui Jingning Huali Co., Ltd. They established our first Farmmi/Forasen entity, Forest Food, in May 2003. We established Farmmi Food, a new subsidiary under Suyuan Agriculture, in December 2017 and it started the operation since May 2018. Forest Food and Farmmi Food focus on export sales and domestic sales of small packages of our edible fungi, while FLS Mushroom, which was founded in March 2011, focuses on the Chinese domestic market for big packages. Our business office is located in Binjiang district of Hangzhou city in Zhejiang. We have two processing factories in Lishui. Our raw materials are directly or indirectly provided by family farms from various counties of Lishui in Zhejiang along with other provinces in China.
We are headquartered in the edible fungi rich southwest of Zhejiang Province, in the city of Lishui. Zhejiang province, located in southeastern coastal China, is China’s eleventh largest province in population in 2015, with 46.5 million residents, and eighth in terms of population density. As the first province in China without any counties in the poverty-county list of the central government, Zhejiang has become one of the wealthiest and most developed provinces in China. Its province-wide GDP of approximately RMB 4.3 trillion in 2015 placed it as the fourth highest in China in aggregate amount and fifth per capita.
Lishui is a prefecture-level city located in southwest Zhejiang province. Approximately 2.1 million residents live in the city, and city-wide GDP is approximately RMB 110 billion in 2015. Lishui’s primary industries include food processing, wood and bamboo production, ore smelting, textile, clothes making, construction materials, pharmaceuticals and electronic machinery. Lishui has cultivated edible fungi for almost 1,000 years. It is one of the major production areas of edible fungi in the southeastern China. Lishui produces approximately 0.6 million tons of edible fungi every year, contributing to 50% volume of Zhejiang Province. Lishui also has rich species of edible fungi, among which there are over 30 species of commercially cultivated mushroom.
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We sell most of our products to domestic distributors in China, which then sell in China and internationally. We estimate approximately 91% of our products are sold in China and the remaining 9% are resold internationally, including USA, Japan, Canada, and other countries. We also sell products online through our own e-commerce websites, Farmmi Jicai (www.farmmi88.com), and Farmmi Liangpin Market (www.farmmi.com), which is under testing and is expected to officially open in January 2019.
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Our typical agreements with the distributors which sell the products in China, such as China Forest and China Tree Seed, provide that payment is due upon receipt of a value-added tax invoice, and the customer should make the payment by bank’s acceptance bill or wire transfer. Delivery is set at our factory, and the customer is responsible for the cost of transportation. Products are deemed to be accepted upon receipt unless the customer rejects the delivery. Our cooperation with other distributors which sell products in China is similar, except the delivery is set at the distributor’s warehouse. For new clients, we may require full payment before we delivering the products to them.
We supply mushroom products indirectly to foreign customers such as supermarkets through Chinese distributors. Our typical agreements with these Chinese distributors provide that payment is due upon receipt of a value-added tax invoice and a copy of bill of lading, and the Chinese distributor should make the payment by wire transfer. Our products are required to meet the exportation requirements. Delivery is set at a warehouse designated by the Chinese distributor, and we are responsible for the cost of transportation from our warehouse to the warehouse designated by the Chinese distributor. Products are deemed to be accepted upon receipt unless the foreign customers raises objections.
Product quality is always our main focus. We have established a food quality traceability system to trace and correct any possible quality issues in any step. We have also established a sound quality management system, and have obtained the BRC international food certification issued by Intertek Certification Ltd to certify we meet the BRC Global Standard for Food Safety, and Food Safety Management System Certificate issued by China Quality Certification Centre to certify we meet the GB/T 27341-2009/GB 14881-2013 standard.
As of the date of this prospectus, we hold over 80 registered trademarks about or related to “Farmmi”, “Farmmi Liangpin”, “Forasen” and “Puyangtang” in different applicable trademark categories in China.
Corporate Information
Overview
Farmmi, Inc. (“FMI”) is a Cayman Islands holding company incorporated on July 28, 2015. We conduct our operations in China principally through our foreign-owned PRC subsidiaries. FMI’s registered office is at the office of Vistra (Cayman) Limited, Grand Pavilion, Hibiscus Way, 802 West Bay Road, P.O. Box 31119, Grand Cayman KY1-1205, Cayman Islands. Its registered office’s telephone number is +1.345.949.2648. Farmmi, Inc.’s agent in the U.S. is Yunhao Chen, with the address of 3165 Windmill Ranch Rd, Weston, FL 33331.
Our three major operating entities are FLS Mushroom, Forest Food and Farmmi Food. Previously FLS Mushroom and Forest Food were under mushroom business sectors of Forasen Group, which is controlled by Ms. Yefang Zhang and Mr. Zhengyu Wang. Forasen Group (initially named as Lishui Forasen Green Industry Group) was established in April 2003. Forasen Group’s primary business areas used to include rubber trading, mushroom sales, biomass power generation, and marketing.
Mr. Wang and Ms. Zhang decided to spin off various business sectors from Forasen Group and to develop them separately. Since 2010, they began to spin off bamboo-based charcoal businesses by establishing several offshore and domestic companies and re-organizing related operating entities in China. In 2011, they established Tantech Holdings Ltd. which completed an IPO and listing on the Nasdaq Capital Market in March 2015. Since 2015, Ms. Zhang and Mr. Wang started to spin off the edible fungi business from Forasen Group by establishing several offshore companies and re-organizing related operating entities in China. In July 2015, FMI was established. After a series of transactions, Forest Food and FLS Mushroom are indirectly controlled by FMI and no longer have any common relationship with Forasen Group. FMI also controls some other companies which develop our e-commerce business of edible fungi products and other agricultural products. In February 2018, FMI completed its initial public offering and its Ordinary Shares commenced trading on Nasdaq under the symbol “FAMI.”
Historical Timeline

November 1994: our Chairwoman and CEO Ms. Yefang Zhang and her husband Mr. Zhengyu Wang founded Lishui Jingning Huali Co., Ltd. in China to start edible fungi business by selling dried edible fungi.
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May 2003: Forest Food was established in China.

December 2006: We passed ISO 22000 certification.

December 2008: We passed QS certification.

August 2010: We passed BRC certification.

March 2011: FLS Mushroom was established in China.

July 2015: Farmmi, Inc. was incorporated in the Cayman Islands.

August 2015: Farmmi International was incorporated in Hong Kong.

December 2015: Nongyuan Network was established in China.

December 2015: Suyuan Agriculture was established in China.

May 2016: Farmmi Enterprise was established in China.

July 2016: Farmmi Technology was established in China.

December 2016: Farmmi Liangpin Market (www.farmmi.com/www.farmmi88.com) began operating.

February 2018: FMI completed its initial public offering and its Ordinary Shares commenced trading on Nasdaq under the symbol “FAMI.” We raised approximately $6 million in net proceeds after deducting underwriting commissions and the offering expenses payable by us.

May 2018: Farmmi Food started operation in China.

August 2018: Farmmi Liangpin Market (www.farmmi.com/www.farmmi88.com) was restructured as two online stores: Farmmi Jicai (www.farmmi88.com) targeting centralized procurement and Farmmi Liangpin Market (www.farmmi.com) targeting direct retail for consumption.

November 2018: FMI completed a $7.5 million private placement (the “Private Placement”) with an institutional investor. The securities sold by the Company in the Private Placement consisted of (a) senior convertible notes with an aggregate principal amount of  $7,500,000 (the “Notes”) which are initially convertible into an aggregate of 1,198,084 of the Company’s Ordinary Shares at the rate of  $6.26 per share and (b) warrants to purchase an aggregate of 800,000 Ordinary Shares at an exercise price of  $6.53 per share (the “Investor Warrants”). We also issued warrants to purchase an aggregate of 119,808 Ordinary Shares for an exercise price of  $7.183 per share to the placement agent (the “Placement Agent Warrants,” and together with the Investor Warrants, the “Warrants”). In connection with the Private Placement, we are registering the resale of our Ordinary Shares acquired upon conversion and repayment of the Notes and exercise of the Warrants.
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Corporate Structure
[MISSING IMAGE: tv507927_chrt-flow1.jpg]
The chart below summarizes our corporate legal structure and identifies the significant subsidiaries described above, as of the date of this prospectus:
Farmmi, Inc. (“FMI”)
FMI is the listing company. It was incorporated on July 28, 2015 under the Companies Law (as revised) of the Cayman Islands as an exempted company limited by shares. The authorized share capital of the Company is US$20,000 divided into 20,000,000 Ordinary Shares of Ordinary Shares of US$0.001 par value per share, in such class or classes as the company’s Board of Directors may designate from time to time. FMI has full power and authority to carry out any business not prohibited by Cayman Islands law; provided, however, that the company may not operate the business of a bank, trust company, insurance business or company manager unless it obtains the proper licensure in the Cayman Islands for such businesses. As of the date of this prospectus, FMI has issued 11,932,000 Ordinary Shares, excluding the 1,198,084 underlying the Notes, 800,000 underlying the Investor Warrants, 119,808 underlying the Placement Agent Warrants and 188,587 underlying payment of the interest on the Notes in shares.
Farmmi International Limited (“Farmmi International”)
Farmmi International is currently a holding company, and it may participate in offshore acquisition and trading of agricultural products in the future. Farmmi International was incorporated on August 20, 2015 in Hong Kong under the Companies Ordinance (Chapter 622) as a private company limited by shares. As a
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private company limited by shares, Farmmi International may not sell its shares publicly and may not have more than 50 members. The share capital of the Company is HK $10,000, consisting of 10,000 Ordinary Shares, HK $1.00 par value per share. As of the date of this filing, Farmmi International has issued and outstanding 10,000 Ordinary Shares, all of which are held by Farmmi, Inc.
Farmmi (Hangzhou) Enterprise Management Co., Ltd. (“Farmmi Enterprise”)
Farmmi Enterprise is a company to manage Farmmi’s fund and e-commerce business. It was incorporated on May 23, 2016 under the laws of the PRC with registered capital of  $30 million. The operating period on the business license is from May 23, 2016 to May 22, 2036, when the business license can be renewed. Its business scope covers technology development, technology service: internet technology, computer software; enterprise management consultation, economic information consultation (except commodities agency), excluding matters forbidden and restricted by China. Farmmi International is its sole shareholder. Farmmi Enterprise is considered a wholly foreign owned enterprise (“WFOE”) in China by virtue of Farmmi International’s 100% ownership.
Lishui Farmmi Technology Co., Ltd. (“Farmmi Technology”)
Farmmi Technology is a company to manage Farmmi’s business of edible fungi. It was incorporated on July 6, 2016 under the laws of the PRC by Farmmi International with registered capital of  $30 million. The operating period on the business license is from July 6, 2016 to July 3, 2036, when the business license can be renewed. Its business scope covers trading of agricultural products (except grain and cotton); technology development; technology service: agricultural technology, agricultural products, excluding matters forbidden and restricted by China. Farmmi International is its sole shareholder. Farmmi Technology is considered a wholly foreign owned enterprise (“WFOE”) in China by virtue of Farmmi International’s 100% ownership.
Hangzhou Suyuan Agriculture Technology Co., Ltd. (“Suyuan Agriculture”)
Suyuan Agriculture is a holding company which we plan to use as the platform to acquire Chinese companies in the same or similar industry. It was established by Mr. Zhengyu Wang on December 8, 2015 under the laws of the PRC with initial registered capital of RMB 5 million. The operating period on the business license has no ending date. The business scope of Suyuan Agriculture covers technology development, technology service, technology consulting and transfer of achievements: agricultural technology. On June 27, 2016, Mr. Zhengyu Wang transferred 50% stock rights of Suyuan Agriculture to Farmmi Enterprise. On August 9, 2016, Mr. Zhengyu Wang transferred remaining 50% stock rights of Suyuan Agriculture to Farmmi Technology. Currently each of Farmmi Enterprise and Farmmi Technology holds 50% of Suyuan Agriculture.
Hangzhou Nongyuan Network Technology Co., Ltd. (“Nongyuan Network”)
Nongyuan Network is our major company for e-commerce business. Nongyuan Network primarily engages in the business of operating Farmmi Liangpin Market. It was established on December 8, 2015 under the laws of the PRC with initial registered capital of RMB 5 million. The operating period on the business license has no ending date. Forasen Group was the sole shareholder of Nongyuan Network. In June 2016, Forasen Group transferred all of its interests in Nongyuan Network to Mr. Zhengyu Wang. The business scope of Nongyuan Network covers technology development, technology service, technology consultancy and transfer of achievements: network technology, computer soft/hardware and electronic products; online sales: unprocessed edible agricultural products (other than food and medicines), pre-packaged food and bulk food.
Mr. Wang, who is the husband of our CEO and Chair Ms. Yefang Zhang, Suyuan Agriculture and Nongyuan Network have signed a series of VIE agreements. Foreign investment in Internet companies is currently subject to significant restrictions under PRC laws and regulations. As a Cayman Islands holding company, we do not qualify to conduct these businesses under PRC regulations. In addition, foreign investment in the online service industry requires the foreign investor to possess certain qualifications, which we do not have, and one of our PRC subsidiaries, Suyuan Agriculture, is considered a foreign invested enterprise by virtue of its ownership by Farmmi Enterprise and Farmmi Technology, both of
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which are WFOEs. As a result, Suyuan Agriculture is restricted from holding the licenses that are essential to the operation of our e-commerce websites. See “Regulations”. As a result, Suyuan Agriculture has entered into a series of contractual arrangements with Nongyuan Network and we exercise effective control over the operations of Nongyuan Network. We conduct our e-commerce websites in China through Nongyuan Network, which we treated as our consolidated affiliated entity in China. The contractual arrangements between Suyuan Agriculture, Nongyuan Network and Mr. Wang were entered into in September 2016. These contractual arrangements enable us to exercise effective control over Nongyuan Network and receive all of the economic benefits from it.
The following diagram illustrates the flow of economic benefits from Nongyuan Network to Suyuan Agriculture stipulated under the VIE agreements:
[MISSING IMAGE: tv507927_chrt-org.jpg]
Exclusive Management Consulting and Technology Service Agreement.   Suyuan Agriculture and Nongyuan Network entered into an exclusive management consulting and technology service agreement, under which Nongyuan Network agrees to engage Suyuan Agriculture as its exclusive provider of management consulting, technical support, intellectual property license and relevant services, including all services within Nongyuan Network’s business scope and decided by Suyuan Agriculture from time to time as necessary. Suyuan Agriculture is obligated to absorb all of the loss from Nongyuan Network’s activities and is entitled to receive all of its residual returns. Nongyuan Network shall pay to Suyuan Agriculture service fees within three months after each fiscal year end. The service fees should be 100% of the after-tax profit after the deficit of the prior fiscal year is covered and the statutory common reserve is extracted. According to Chinese law, when a company distributes its after-tax profits for a given year, it shall allocate 10% of profits to its statutory common reserve until the aggregate amount of such reserve exceeds 50% of its registered capital. With Suyuan Agriculture’s prior written consent, the percentage of the service fee may be adjusted based on Nongyuan Network’s operation performance. Suyuan Agriculture exclusively owns any intellectual property arising from the performance of the exclusive management consulting and technology service agreement. The exclusive management consulting and technology service agreement is effective for twenty years unless earlier terminated as set forth in the agreement or other written agreements entered into by the parties thereto. The exclusive management consulting and technology service agreement shall be extended automatically by the expiry thereof, until Suyuan Agriculture’s business term or Nongyuan Network’s business term expires, unless otherwise notified by Suyuan Agriculture in writing. During the term of the exclusive management consulting and technology service agreement, Nongyuan Network may not terminate the agreements except in the case of Suyuan Agriculture’s gross negligence or fraud, or this agreement or laws provide otherwise. Suyuan Agriculture may terminate this agreement by 30-day written notice to Nongyuan Network at any time.
Proxy Agreement.   Suyuan Agriculture, Mr. Wang and Nongyuan Network entered into a proxy agreement in September 2016. Mr. Wang as the sole shareholder of Nongyuan Network irrevocably authorizes Suyuan Agriculture to exercise his rights as an equity holder of Nongyuan Network, including the right to attend shareholders meetings, to exercise voting rights and to transfer all or a part of his equity
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interests therein pursuant to the exclusive call option agreement. During the term of the proxy agreement, Nongyuan Network may not terminate the agreements except when this agreement or applicable PRC laws provide otherwise.
Power of Attorney.   Pursuant to the Proxy Agreement, Mr. Wang, as the sole shareholder of Nongyuan Network, entered into an irrevocable power of attorney appointing Suyuan Agriculture as the attorney-in-fact to act on his behalf on all matters pertaining to Nongyuan Network and to exercise all of his rights as the sole shareholder of Nongyuan Network, including the right to attend shareholders meetings, to exercise voting rights and to transfer all or a part of his equity interests therein pursuant to the exclusive call option agreement. The power of attorney with Mr. Wang expires when the proxy agreement terminates, Suyuan Agriculture appoints another person pursuant to the proxy agreement, or Mr. Wang, as appointee of Suyuan Agriculture, dies or loses his civil capacity.
As a result of the Proxy Agreement and Power of Attorney, we, through Suyuan Agriculture, are able to exercise management control over the activities that most significantly impact the operation results of Nongyuan Network.
Exclusive Call Option Agreement.   Suyuan Agriculture, Mr. Wang and Nongyuan Network entered into an exclusive call option agreement, pursuant to which Suyuan Agriculture has an exclusive option to purchase, or to designate other persons to purchase, to the extent permitted by applicable PRC laws, rules and regulations, all of the equity interest and assets in Nongyuan Network from its sole shareholder, Mr. Wang.
Without the prior written consent of Suyuan Agriculture, Nongyuan Network may not amend its articles of association, increase or decrease the registered capital, sell or otherwise dispose of its assets or beneficial interests, create or allow any encumbrance on its assets or other beneficial interests, provide any loans for any third parties, enter into any material contract with a value of more than RMB 300,000 (US$ 45,617) (except those contracts entered into in the ordinary course of business), merge with or acquire any other persons or make any investments, or distribute dividends to the shareholders. For potential risks, see “Risk Factors — Risks Related to Doing Business in China — Our VIE may conduct actions which cause our loss.” Mr. Wang agrees that, without the prior written consent of Suyuan Agriculture, he will not dispose of his equity interests in Nongyuan Network or create or allow any encumbrance on his equity interests. We have been advised by our PRC legal counsel, Zhejiang Course Law Firm, that the exclusive purchase option granted to Suyuan Agriculture under the exclusive call option agreement comports with PRC laws.
The purchase price for the equity interest is to be the minimum price permitted by applicable PRC laws, rules and regulations, or the amount that Mr. Wang actually pays to Nongyuan Network regarding the equity, whichever is higher. The purchase price for the assets is to be the minimum price permitted by applicable PRC laws, rules and regulations, or the net book value of the assets, whichever is higher. The exclusive call option agreement expires when all the equity interest or all the assets are transferred pursuant to the agreement.
Equity Pledge Agreement.   Suyuan Agriculture, Mr. Wang and Nongyuan Network entered into an equity pledge agreement, under which Mr. Wang pledged all of his equity interests in Nongyuan Network to Suyuan Agriculture as collateral to secure performance of all of his obligations under the exclusive consulting and service agreement, the exclusive call option agreement and the proxy agreement. If any event of default as provided for therein occurs, Nongyuan Network, as the pledgee, will be entitled to dispose of the pledged equity interests according to applicable PRC laws. Mr. Wang agrees that, during the term of the equity pledge agreements, he will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests, and he also agrees that Suyuan Agriculture’s rights relating to the equity pledge should not be prejudiced by the legal actions of the shareholder, his successors or designates. During the term of the equity pledge, Suyuan Agriculture has the right to receive all of the dividends and profits distributed on the pledged equity. On February 7, 2017, Suyuan Agriculture, Mr. Wang and Nongyuan Network have completed the registration of the equity pledge with the relevant office of SAIC in accordance with the PRC Property Rights Law.
Through the current contractual arrangements, we established a contractual relationship with Mr. Zhengyu Wang, the sole shareholder and executive director (legal representative) of our VIE Nongyuan Network. Pursuant to these agreements, Mr. Wang irrevocably authorized Suyuan Agriculture to exercise voting
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rights and all other rights as the shareholder and pledged all of his equity interests in our VIE to Suyuan Agriculture as collateral to secure performance of all of his obligations under these agreements. We have relied and expect to continue to rely on contractual arrangements with Mr. Wang to operate our e-commerce websites. However, Mr. Wang may have potential conflicts of interest with us and may breach, or cause our VIE to breach, or refuse to renew, the existing contractual arrangements we have with him and our VIE. Any failure by our VIE or Mr. Wang to perform his obligations under our contractual arrangements with him would have a material adverse effect on our business and financial condition. See “Risk Factors — Risks Related to Doing Business in China — The shareholders and director of our VIE may have potential conflicts of interest with us, which may materially and adversely affect our e-commerce websites.”
We have been advised by our PRC legal counsel, Zhejiang Course Law Firm, that the ownership structure and the contractual arrangements among Suyuan Agriculture, Mr. Wang and Nongyuan Network, both currently and immediately after giving effect to this offering, will not result in any violation of PRC laws or regulations currently in effect. However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, rules and regulations. In particular, in January 2015, the MOFCOM published a discussion draft of the proposed Foreign Investment Law for public review and comments. Among other things, the draft Foreign Investment Law expands the definition of foreign investment and introduces the principle of  “actual control” in determining whether a company is considered a foreign-invested enterprise, or an FIE. Under the draft Foreign Investment Law, variable interest entities would also be deemed as FIEs, if they are ultimately “controlled” by foreign investors, and be subject to restrictions on foreign investments. However, the draft law has not taken a position on what actions will be taken with respect to the existing companies with the “variable interest entity” structure, whether or not these companies are controlled by Chinese parties. It is uncertain when the draft may be signed into law, if at all, and whether any final version would have substantial changes from the draft. Accordingly, there can be no assurance that the PRC regulatory authorities will not take a view that is contrary to or otherwise different from the above opinion of our PRC legal counsel. Our PRC legal counsel has further advised that if the PRC government authority finds that our corporate structure, the contractual arrangements or the reorganization to establish our current corporate structure do not comply with any applicable PRC laws, rules or regulations, the contractual arrangements will become invalid or unenforceable, and we could be subject to severe penalties including being prohibited from continuing operations. See “Risk Factors — Risks Related to Doing Business in China — Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.”
Zhejiang FLS Mushroom Co., Ltd. (“FLS Mushroom”)
FLS Mushroom primarily engages in the business of wholesaling dried edible fungi. It was established on March 25, 2011 as Lishui FLS Mushroom Co., Ltd. under the laws of the PRC with initial registered capital of RMB 3 million. The operating period on FLS Mushroom’s business license is from March 25, 2011 to March 24, 2031, when the business license can be renewed. The business scope of FLS Mushroom covers the sales of mushroom and agricultural products; sales of forest products; as well as engagement in import and export business of commodities and technologies permitted under PRC law.
In April 2011, Lishui FLS Mushroom Co., Ltd. changed its name to Zhejiang FLS Mushroom Co., Ltd., and changed its address from No. 307 Tianning Industrial Area to 888 Tianning Street, Tianning Industrial Area, both in Lishui City.
Forest Food initially owned 100% equity interest of FLS Mushroom. In connection with the reorganization of our company in connection with our initial public offering, Suyuan Agriculture became the sole shareholder of FLS Mushroom.
Zhejiang Forest Food Co., Ltd. (“Forest Food”)
Forest Food primarily engages in the business of packed dried edible fungi for exportation. The business scope of Forest Food covers wholesale and retail of prepackaged food and bulk food; processing and sales of agricultural by-products (excludes cotton, tobacco and silkworm cocoon) and mushroom; as well as engagement in import and export business of commodities and technologies that the state allows. Zhejiang
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Forest Food Co., Ltd was established by Lishui Forasen Green Industry Group (former name of Forasen Group) and five individuals on May 8, 2003 under the laws of the PRC with initial registered capital of RMB 5 million. Lishui Forasen Green Industry Group owned 40% of the Forest Food, one individual owned 20%, and each of the remaining four individuals owned 10% respectively. The operating period of the business license is from May 8, 2003 to May 7, 2023, when the business license can be renewed. On August 26, 2004, two individuals jointly transferred shares of Forest Food to Lishui Forasen Green Industry Group with value of RMB 1.5 million representing 30% of Forest Food. On November 18, 2011, three individuals separately transferred shares of Forest Food to Yefang Zhang with total value of RMB 1.5 million representing 30% of Forest Food. Since then, Forasen Group owned 70% and Ms. Yefang Zhang owned 30% of Forest Food. In January 2016, Forasen Group and Ms. Yefang Zhang decided to increase Forest Food’s registered capital from RMB 5,000,000 to RMB 17,600,000. The increased registered capital was entirely paid by Forasen Group. Upon the increase of registered capital and reorganization, Forasen Group owned 91.5% and Ms. Yefang Zhang owned 8.5% of Forest Food.
In March 2016, National Trust, a non-affiliated third party, invested RMB 5,999,784 to purchase 3.8472% of the equity of Forest Food. In connection with such investment, National Trust required Forasen Group and the controlling person of Forest Food to agree to repurchase National Trust’s investment with interest if Forest Food fails to meet certain net profit targets in calendar 2016 and 2017 or if National Trust notifies Forest Food of its intention to terminate the investment under the terms of the investment agreement. On December 26, 2017, National Trust and Hangzhou Dawo Software Ltd. Co. (“Dawo”), also a non-affiliated third party, signed a share transfer agreement. Under this agreement, National Trust transferred its 3.8472% of the equity of Forest Food to Dawo by RMB 7,799,719.20. Three days later Dawo paid the transfer fee. The transfer was recorded with the local bureau of industry and commerce in February 2018.
Forest Food established a branch company, Forest Food Qingyuan Branch, on August 2, 2017. The business scope of Forest Food Qingyuan Branch covers processing and sales of agricultural by-products (excludes cotton, tobacco and silkworm cocoon) and mushroom; as well as engagement in import and export business of commodities and technologies that the state allows. Forest Food set up this branch company in Qingyuan so it can use the Qianyuan Shiitake brand as a local company, in accordance with Qingyuan governmental requirement. It can also increase the procurement in Qingyuan and decrease the cost of storage and delivery, as Qingyuan is one of our procurement locations.
Forest Food established a branch company, Forest Food Daxing’anling Branch, on December 21, 2017. The business scope of Forest Food Daxing’anling covers wholesale and retail of packaged food and bulk food, processing and sales of agricultural by-products (excludes cotton, tobacco and silkworm cocoon) and mushroom; as well as engagement in import and export business of commodities and technologies that the state allows. Forest Food set up this branch company in Daxing’anling in Northeastern China so can also increase the procurement in Daxing’anling which is famous for its Northeastern Mu Er and decrease the cost of storage and delivery, as Daxing’anling is one of our procurement locations.
Zhejiang Farmmi Food Co., Ltd. (“Farmmi Food”)
Farmmi Food primarily engages in the business of packed dried edible fungi for domestic sales to distributors. It was established on December 26, 2017 under the laws of the PRC with initial registered capital of RMB 5 million. The operating period on Farmmi Food’s business license is from December 26, 2017 and there is no expiration date. The business scope of Farmmi Food covers processing and production of agricultural by-products (excludes cotton, tobacco and silkworm cocoon) and mushroom; wholesale and retail of edible agricultural products (excludes vegetables, fresh meat, aquatic product and soy products except soy milk) and mushroom; as well as engagement in import and export business of commodities and technologies that the state allows.
Initially Farmmi Food was wholly owned by Farmmi Technology. In January 2018, the share ownership was transferred from Suyuan Agriculture. In May 2018, Farmmi Food received its food production permit and began its operation. Before then, its business was conducted by Forest Food.
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Our Industry
Edible Fungi (Edible Mushroom)
Edible fungi, or edible mushroom, is our major product category. Edible fungi are edible fruit bodies of several species of macrofungi. Edible fungi has high nutritional value. It generally has a high protein content, usually around 30 to 45% by dry weight. Almost all edible fungi contain eight kinds of amino acids essential to human nutrition. Protein contained in 1 kg of dried mushrooms is equivalent to protein in 2 kg of lean meat, 3 kg of eggs or 12 kg of milk. Edible fungi also contain a variety of vitamins and trace elements, polysaccharides, and other physiologically active substances, to promote human metabolism and enhance physical fitness. Besides the nutritional value, edible fungi also has medicinal values including wound-healing, immunity-enhancement, and tumor-retarding effects.
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Mushroom Dish Models Presented at Qingyuan Mushroom Museum, Lishui City, Zhejiang Province, China
The production volume of the global mushroom market was 48,040,000 tons in 2016, and an expected 50,600,000 tons in 2017.
Edible fungi were traditionally harvested wild and were difficult to domesticate and cultivate. Cultivation of edible mushroom species has grown rapidly in recent decades. Most mushrooms have been cultivated on various species of hardwood trees. The procedure was to cut down the natural logs in the fall (after leaf fall) and inoculate them with Shiitake spawn within 15 to 30 days after felling. One breakthrough for this cultivation was the utilization of synthetic logs instead of natural logs. Composed of sawdust and supplemented with millet and wheat bran, synthetic logs may produce three to four times as many mushrooms as natural logs in one-tenth of the time. Environmentally controlled houses allow for the manipulations of temperature, humidity, light, and the moisture content of the logs to produce the highest possible yields. The major advantages of producing mushroom on synthetic logs rather than natural ones are the consistent market supply through year-round production, increased yields, and decreased time required to complete a crop cycle. Most of the mushrooms we purchase are grown in this manner.
China is the largest producer of edible fungi. In 2016, China produced 76.71% of the global edible fungi.
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Source: QYR Food & Beverages Research Center, July 2017
Most of the edible fungi produced by China is for domestic consumption. In 2015, the export portion of edible fungi was only 1.73% of the annual production in China. Edible fungi, especially Shitake mushroom and Mu Er have become important food source for the Chinese.
In general, the consumption volume of edible fungi in China is growing. From 2006 to 2016, the edible fungi consumed by China market increased from 14,140,000 metric tons (approximately 31 billion pounds) to 36,860,000 metric tons (approximately 81 billion pounds).
Figure 2006-2017E China Edible Fungus Market Consumption Volume and Growth Rate
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Source: China Edible Fungus Association, QYR Food & Beverages Research Center, July 2017
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The Belt and Road Initiative raised by Chinese President Jinping Xi in 2013 is expected to bring more opportunities to Chinese edible fungi industry. The Belt and Road Initiative is an initiative of jointly building the Silk Road Economic Belt and the 21st-Century Maritime Silk Road. Accelerating the building of the Belt and Road can help promote the economic prosperity of the countries along the Belt and Road and regional economic cooperation, strengthen exchanges and mutual learning between different civilizations, and promote world peace and development. It is a great undertaking that will benefit people around the world.
China Edible Fungi Association issued The Cooperation Proposal of Edible Fungi Industry along “The Belt and Road” Countries in April 2016. Countries along “the Belt and Road” all have a long tradition of consuming edible fungi. However, their planting technology has lagged behind and mainly focuses on Shuangbao mushroom and wild mushroom. With the Belt and Road Initiative, the edible fungi industry can be promoted, through strengthening communication, building new cooperation trend among the Belt and Road countries, and achieving the common development and prosperity.
E-commerce for Agricultural Products
E-commerce is the trading or facilitation of trading in products or services using computer networks, such as the Internet. There are different kinds of e-commerce business models: web portal model, online content provider, online retailer, online distributor, online market maker, online community provider and cloud application service provider. Our online stores are online retailers, which make profits by selling products made by the manufacturers on line.
Although our online sales only amounted to about 4.61% and 7.84% of our total sales in the six months ended March 31, 2018 and the fiscal year 2017, respectively, we plan to continue investing in, and developing our e-commerce system because of e-commerce’s big business potential. From June 2012 to June 2016, the number of Chinese netizens increased 32%, from 537,600,000 to 709,580,000. From December 2015 to June 2016, Chinese users of internet shopping increased 8.3%, from 413,250,000 to 447,720,000. From 2011 to 2015, Chinese e-commerce industry market scale increased 135%, from RMB 6.3 trillion to RMB 14.8 trillion.
Our e-commerce focuses on agricultural products. E-commerce of agricultural products is supported by Chinese policy. For example, on January 8, 2016, in the press conference of Guidance Opinion about Fusion Development of the Primary Industry, the Secondary Industry and the Service Industry by General Office of the State Council of the People’s Republic of China, National Development and Reform Commission of China said China will develop modern “Internet+” agriculture and e-commerce for agricultural products.
Our Products
Currently we have the following major brands:
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We mainly process and/or sell four categories of agricultural products: Shiitake mushrooms, Mu Er mushrooms, other edible fungi, and other agricultural products.
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Shiitake
The Shiitake (Xiang Gu in Chinese and Lentinula edodes in Latin) is a variety of mushroom that originated from Eastern Asia. Shiitake have many uses in the cuisines of East Asia. In Chinese cuisine, they are often sautéed in vegetarian dishes such as Buddha’s Delight. In Japan, they are served in miso soup, used as the basis for a kind of vegetarian soup called dashi, and as an ingredient in many steamed and simmered dishes. As a potent immune-boosting mushroom, it has antitumor and antiviral properties, and can potentially lower blood pressure and cholesterol if consumed regularly.
Divided by the growing season, there are four kinds of Shiitake: spring mushroom, summer mushroom, fall mushroom and winter mushroom. We focus on winter mushroom which has the best quality and taste. Depending on the species, our Shiitake products include different varieties such as floral mushroom and Jinqian (“money”) mushroom. Depending on the shape, our Shiitake products include fungi in whole, Shiitake slices and Mu Er strings.
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Mu Er
Mu Er (Auricularia polytricha in Latin), is sometimes known as wood ear mushrooms, cloud ear, Judas ear or tree ear. It is a variety of mushroom that is dark brown to black and native to Asia and some Pacific islands with humid climates. It is usually sold in dried form, and needs to be soaked in water before use. It has little real flavor of its own and has slippery but slightly springy and crunchy texture. It is commonly found in “Hot and Sour Soup”, and also widely used in stir-fried dishes. Mu Er has potential medicinal properties. For example, it is believed that it can help with health issues by benefiting the lungs, stomach and liver if consumed regularly.
Depending on the growing area, our Mu Er products include varieties from Zhejiang Mu Er and Northeastern Mu Er. Depending on the shape, our Mu Er products include Mu Er in whole and Mu Er strings. According to some clients’ requirements, we also provide washed Mu Er which is cleaner than normal Mu Er products after we soak dried Mu Er in water to make it flat, and remove the hidden impurities.
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Other edible fungi
Based on the clients’ needs and the supply, we also process and sell other edible fungi from time to time, such as bamboo fungi (Zhu Sun in Chinese), agrocybe aegerila (Cha Shu Gu in Chinese), pleurotus eryngii (Xin Bao Gu in Chinese), grifola frondosa (Hui Shu Hua in Chinese), coprinus comatus (Ji Tui Gu in Chinese) and hericium erinaceus (Hou Tou Gu in Chinese).
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Other agricultural products
Historically, we only sold green tea products in this category on our online store farmmi88.com/​farmmi.com, and have stopped selling them in and since the six months ended March 31, 2018. In August 2018, we restructured farmmi88.com/farmmi.com to two different online stores: Farmmi Jicai (farmmi88.com) and Farmmi Liangpin Market (farmmi.com). Since then, we have signed the purchase agreements with approximately 50 suppliers to buy different kinds of agricultural products to sell on our Farmmi Liangpin Market. We are in the process of adding new products. This category of products will help diversify our product categories and help lead us into expanding our online platform of healthy products.
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We process and package all of the dried edible fungi on our own, and purchase and sell all the other agricultural products from other manufacturers or companies. There are two ways to sell other agricultural products. The first way is that we may provide our packing materials or requirements to the manufacturers to package. After packaging, these manufacturers may deliver the products to us, or may deliver the products to our clients on behalf of us. We haven’t used this way yet. The second way is that we use our Farmmi Liangpin Market to sell other companies’ products. For example, we are selling crabs provided by Panjin Zhongtong Food Ltd. Co. (“Zhongtong”). Zhongtong is a company based in Panjin, Liaoning Province, When there is an order of the crabs at our Farmmi Liangpin Market, we will inform Zhongtong which will deliver the crab product directly to the client. We make our profits from the difference between the selling price and the purchase price offered by these manufacturers.
Raw Materials and Suppliers
Our primary raw material is bulk dried edible fungi and the majority is Shiitake and Mu Er. Based on a standard form of agreement, we have signed three-year purchase agreements with JLT, QNMI and 37 family farms to set forth the terms and conditions of the parties, subject to specific quantity and price terms to be set forth in subsequent purchase orders. The purchase agreements provide that we and the suppliers are independent parties. These companies and family farms supply dried edible fungi materials to us based on our purchase orders. We then further process the edible fungi.
JLT and QNMI are two supplier companies. JLT is located in Jinning County and QNMI is located in Qingyuan County, both in the scope of Lishui City where our processing facilities are located. They are co-operatives representing family farms which grow and roughly process edible fungi. JLT and QNMI themselves do not have any facility and do not process any fungi. JLT and QNMI are established by the local family farms as wholesale agents. Such arrangements allow these family farms to better share resources such as procurement information and enjoy the advantage of scale. There are likely overlaps between the family farms represented by JLT and QNMI and the 37 family farms that we have signed purchase agreements with.
The family farms supplying raw materials to us, through JLT/QNMI or directly, are responsible for growing, harvesting, dehydrating, roughly sorting and selecting edible fungi. They dehydrate the fungi until the desired moisture content is reached so fungi can be stored for a long time. They then sort the dried fungi roughly so that most of the fungi supplied to us fall within the size range required by us. The family farms also select the dried fungi to get rid of obvious impurities such as dirt.
Most of our family farm suppliers conduct their initial and rough sorting manually. Some family farms may use machines to conduct advanced sorting so the percentage of the dried fungi within the size range required by us is higher. We pay higher purchase prices to these family farms because they can save us certain time on initial sorting. In addition, while most of our raw materials are fungi in whole, if our clients need Shiitake slice products, we will purchase dried Shiitake slices to process at our own facilities. If our clients need Mu Er string products, we will use our own equipment to cut the dried whole Mu Er into strings.
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After we receive the raw materials, we are responsible for further sorting to get the fungi in specific size range and further selecting to get rid of more impurities. For Shiitake, we also further dehydrate it to ensure the uniform level of dryness of our products. For Mu Er, we conduct additional procedures such as burning hair to increase the quality of the fungi products. We then package and sell the dried edible fungi products. For more details about our procession, please see “Our Processing Workflow of Shiitake” and “Our Processing Workflow of Mu Er” later in this section.
According to the purchase agreements, the suppliers accept the guidance of both the local governmental agencies and the technical organization regarding mushroom industry, and produce mushrooms in compliance of the standardized specifications. The suppliers record the whole production process in accordance with the traceability requirements. The products provided by the suppliers should comply with the relevant quality standards and our requirements for the species and the specifications. During the term of the purchase agreements, we are entitled to examine the farms, conduct sampling inspections of the products, and require the suppliers to correct any problems at any time.
Pursuant to the purchase agreements, the suppliers supply all of their products to us. However, in practice, these suppliers we have entered into agreements with may sell their products to other clients, especially for mushrooms we don’t need. We may also purchase edible fungi from alternative sources depending upon the market condition.
We and the suppliers should inform each other the specifics of the products in need/produced in advance, so the other party can be prepared to supply/purchase. We receive approximately 70%-80% of orders from our clients first, and then begin purchasing raw materials for processing. Our procurement personnel communicates with proper suppliers to confirm they have the raw materials that we need to fill the orders we receive, and then goes to the suppliers’ sites to purchase the dried edible fungi and arrange the shipment. The raw materials are shipped to our factory which then process them. Most of the time these suppliers can provide enough raw materials for us to fill our clients’ orders. We also keep stock of raw materials from time to time before we receive orders to meet new clients’ demand. Occasionally, when our clients have exceptionally big orders and the suppliers that we have signed purchase agreements with are not able to provide enough raw materials, we may purchase additional raw materials from local farmers’ markets.
The purchase price is not set by the purchase agreements. The agreements provide that we shall purchase the raw materials at a price of 3% higher than the local market price at that time. Notwithstanding such provision, in practice, we often renegotiate the price with our suppliers based on the demand for edible fungi of these suppliers as well as our ability to buy edible fungi from alternative sources. We generally offer a price slightly higher than the typical market price for average quality raw materials to seek raw materials of premium quality. Sometimes the extent may be higher than 3% and sometimes lower than 3%. The actual purchase price depends on a lot of factors, such as the quality of the products and the urgency of our needs. The market price of edible fungi fluctuates from time to time, mainly based on the supply and the demand on the market. See “Risk Factors — Risks Related to Our Business and Industry — Purchase price of dried edible fungi is based on local market price which we cannot control and predict.” The quantity of the total edible fungi on the market is affected by many factors, including but not limited to the temperature change and extreme weather condition etc.. See “Risk Factors — Risks Related to Our Business and Industry — The edible fungi cultivated by our suppliers is subject to risks related to diseases, pests, abnormal temperature change and extreme weather events.” To purchase each batch of products, we need to pay 20% of the total price of that batch as deposit before the products are shipped, and pay the remaining amount after the products are shipped.
Previously, we purchased all raw materials directly from various family farms. In March 2016, some of the family farms we cooperated with established JLT and QNMI as co-operatives to represent local family farms. On April 1, 2016, we entered into a three-year framework purchase agreement with each of JLT and QNMI. Since then, we switched to JLT and QNMI for the majority of our purchases from individual family farms. Therefore, since the year ended September 30, 2016, JLT and QNMI, have been our major suppliers. For the six months ended Mach 31, 2018, JLT and QNMI contributed 32% and 45% of our supplies, respectively. For the year ended September 30, 2017, JLT and QNMI contributed 60% and 20% of our supplies, respectively. The allocation of our total purchases vary from time to time between these two major suppliers depend upon the specific needs of our clients at certain point of time. JLT is located in
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Jingning County and QNMI is located in Qingyuan County. These two counties, are famous for growing different kinds of edible fungi due to their unique geographic characteristics. As such, we order different types of mushrooms from these two companies. For instance, when we need flower Shiitake, we order it from JLT since Jingning County is famous for growing flower Shiitake. When we need Dengwai Shiitake, we order it from QNMI since Qingyuan County is famous for growing Dengwai Shiitake. Therefore, their respective supplies to us vary from time to time. As the quantity of different kinds of edible fungi ordered by our clients vary, the quantitative allocation of supplies among JLT, QNMI and other family farms changes.
In addition, we cooperate with 37 family farms which may provide dried edible fungi directly to us. We have ten employees who provide technology support to the family farms. These family farms are located in Zhejiang Province, Henan Province, Hubei Province, Jiangxi Province, Fujian Province and Jilin Province.
Shiitake
Among the 37 family farms that we cooperate with, 5 are located in Qingyuan County, Lishui, Zhejiang Province. One of our major suppliers, QNMI, is located in Qingyuan County. We have also set up a branch in Qingyuan to have a closer access to the raw materials. Qingyuan is the birth place of artificial cultivation of Shiitake dating back to about 1,000 years ago. The county of Qingyuan is located in a warm monsoon climate which is considered ideal for the cultivation of Shiitake. The county was officially named by Chinese Government as “The Town of Lentinula Mushroom in China” in 1994. Qingyuan Shiitake is a China national recognized “protected geographical indication product”. A geographical indication product is a product named by the geographical location because of its premium quality and unique production location. The value of the public brand “Qingyuan Lentinula Mushroom” was estimated as RMB 4.617 billion (approximately $0.67 billion) in 2014. The brand was the No. 1 public brand in edible fungi category in China for six years in a row.
In accordance with our clients’ needs, we also purchase Shiitake from other areas in China because different areas cultivate different kinds and sizes of Shiitake.
Mu Er
We mainly purchase and process our Mu Er from Longquan County, Lishui, Zhejiang Province. Longquan has over 1,800 years of history of cultivation of Mu Er. Longquan was awarded as “The Hometown of Mu Er in China” by China Edible Fungi Association in 2010. Longquan Mu Er usually grows from October to May.
In accordance with our clients’ needs, we also purchase and process Mu Er from Northeastern China. Mu Er from Northeastern China is famous for its premium quality. Northeastern Mu Er usually grows from July to November.
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Examination of Family Farms
We use the following checklist to examine the family farms before we sign the purchase agreements with them:
1.
Basic condition:
a.
location
b.
equipment on site
c.
marks on site
2.
Cultivation management:
a.
How many varieties are cultivated and how big production volume is (at least 10 acres or 100,000 artificial logs)
b.
How good equipment are, including ventilating equipment and watering equipment
c.
How well management standards are enforced
3.
Cultivation environment:
a.
Contamination situation of the farm and the neighboring environment
b.
Water source
c.
If cultivation dent is provided
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4.
Harvest condition:
a.
Space and sanitary conditions
b.
Whether or not harvested fungi are processed briefly before storage
5.
Storage condition:
a.
Whether or not there are enough storage room and/or freezer can be facilitated
6.
Cultivation record:
a.
How well farms keep track of the cultivation process
Our supplier farms are responsible for complying with legal requirements and our quality standards. First of all, they need to produce edible fungi in compliance of PRC law about food safety. Our purchase agreements with family farms also provide that the family farms shall accept the guidance of local governmental agencies of the industry and the technical organization, and shall produce the products in compliance of the standardized specifications. Second, the family farms should record the whole production process according to the traceability requirements. The products provided by the family farms should comply with the relevant quality standards and our requirements for the species and the specifications. We have the right to exam the farms, conduct the sampling inspection, and require the suppliers to correct the problems.
Dried Edible Fungi Production Process
The process of producing dried edible fungi products consists of the following steps, which we and/or our suppliers perform, as indicated:
1.
Family Farms Plant and Harvest Edible Fungi
Family farms plant edible fungi based on our standards and harvest them.
2.
Family Farms Process Edible Fungi Roughly
Family farms then dehydrate the edible fungi until the desired moisture content is reached. They then sort the dried fungi roughly to have most of the fungi fall within the size range required by us. The family farms also select the dried fungi to get rid of obvious impurities such as dirt. Some family farms may use machines to conduct advanced sorting to provide higher percentage of dried edible fungi within the size ranges required by us. In addition, if our clients need Shiitake slice products, we will purchase dried Shiitake slices and process them. If our clients need Mu Er string products, we will use our own equipment to cut the dried whole Mu Er into strings.
3.
Our Company Further Processes the Dried Edible Fungi
After the dehydration process is completed, our supplier farms supply the dried edible fungi to us directly or through supplier companies (currently only JLT and QNMI) for processing. After we receive the raw materials, we are responsible for further sorting to get the fungi in specific size range and further selecting to get rid of more impurities. For Shiitake, we also further dehydrate it to ensure the uniform level of dryness of our products. For Mu Er, we conduct additional procedure such as burning hair to get the products with higher quality. We then package, sell and market the dried edible fungi products.
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Our Processing Workflow of Shiitake
We develop and manufacture our Shiitake products using the following workflow:
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Our Processing Workflow of Mu Er
We develop and manufacture our Mu Er products using the following workflow:
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Seasonality
Most of the sales of FLS Mushroom are currently made to China Forest and China Tree Seed. Sales increase from July to September because these two clients place significantly more orders with FLS Mushroom during this period. From December to January, there is usually a peak because people spend more on food including edible fungi to prepare for Chinese New Year celebrations. From February to March, the sales of FLS Mushroom typically decrease because of the conclusion of Chinese New Year holiday.
The following is the graph showing the revenue of FLS Mushroom for the fiscal years of 2017 and 2016.
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Forest Food and Farmmi Food focus on producing and selling small packages of dried edible fungi. The sales peak is from December to January, as customers spend more on food including edible fungi to prepare for coming holidays.
The following is the graph showing the revenue of Forest Food for the fiscal years of 2017 and 2016. Farmmi Food started its operation in May 2018. Before then, its business was conducted by Forest Food.
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Our Quality Control
Quality control is an important aspect of our work and ensuring quality at every stage of the process has been a key driver in maintaining and developing brand value for the Company.
Quality Standards
We apply the following national standards to our following products:
Product Category
Standard
Issuance Agency
Issuance Date
Shiitake GH/T 1013-2015 All-China Federation of Supply and Marketing Cooperatives March 27, 2015
Mu Er GB/T 6192-2008 General Administration of Quality Supervision, Inspection and Quarantine of the People’s Republic of China and Standardization Administration of the People’s Republic of China August 7, 2008
Other edible fungi GB 7096-2014 National Health and Family Planning Commission of the People’s Republic of China December 24, 2014
Before we purchase dried edible fungi from companies and family farms, our experienced procurement managers examine the physical characters of the samples. After the initial examination, they bring back the samples to our own laboratory and third party inspection agents perform sophistic examinations.
Quality Control System
We are enforcing HACCP (the hazard analysis critical control point) plan for dried Shiitake and dried Mu Er. In addition, we are enforcing food safety manual, SSOP (sanitation standard operating procedure), GMP (good manufacturing practices), food defense plan, and a series of procedure documents.
In addition, we utilize a food source tracking system. This system helps us obtain detailed information of every step in the process that our raw materials/products are delivered from the farms to the clients. Our staff performs on-site quality certification at every step.
Quality Certificates
Issuing Authority
Certificate
Recipient
Standard
Applicable to
Valid Period
China Quality
Certification Centre
Food Safety Management System Certificate Forest Food GB/T 27341-2009/GB 14881-2013 Processing of dried Shiitake and dried Mu Er 2018.10.15 to 2021.10.25
Intertek Certification Ltd BRC Certificate of Registration Forest Food BRC Global Standard for Food Safety Processing of dried cultivated edible fungi products by sorting, drying and packing in plastic bags 2018.9.12 to 2019.10.8
Quality Control Over Family Farms
We apply quality control and examine all family farms before we sign purchase agreements with them. The purchase agreements also provide quality requirements to the family farms. See “Business — Raw Materials and Suppliers — Examination of Family Farms.”
Quality Control in Processing Factory
We have a selecting workshop and a packing workshop. The packing workshop is further divided into an internal packing area and a box packing area to avoid possible contamination.
The workers in the workshops are required to wear uniforms, masks, over sleeves, inner caps and outer hats.
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The picking process of the edible fungi repeats twice to three times. For each time, the workers need to examine the whole fungi, identify and dispose of foreign matters such as leaves, fibers, hair and so on.
For Mu Er, we use additional process of burning mushroom filaments to refine the quality. After the workers finish the check and examination of the Mu Er on the conveyor belt, when it is falling to the oscillating screen, a fire device in front projects fire so the impurities which are hard to remove by hand such as mushroom filaments can be burned. In accordance with some clients’ requirements, we also soak dried Mu Er in water to make it flat, and remove the hidden impurities.
Quality Control Group
We have a quality control group. At different stage, we have different employees in the quality control group to conduct quality control.
[MISSING IMAGE: v473028_chrt-flow5.jpg]
Traceability System
We have established and used a traceability system since 2006 for our products of edible fungi.
First, we use mark cards to designate the vendors which provided the materials. The vendors include the raw materials suppliers such as third-party family farms, JLT and QNMI which represent local family farms, and the suppliers which provide supplementary materials such as package boxes, package bags, plastic trays, air bubble films, and desiccants.
The mark cards state the name of the materials, production lot number or production date, quantity, production location, warehouse receipt date and so on. With the mark cards, we are able to trace the materials to the specific vendors.
Second, we classify the status of the products as “to be inspected,” “qualified,” and “disqualified.” For each status, we use different marks and put the products at designated areas.
Third, each of the following departments keep track of the records of the products, client names, quantity, weight and lot numbers: sales department, production department, packaging department, procurement department, and quality inspection department. With the records, we are able to trace the products to the specific clients. If any client submits claims for any product quality issues, the quality control department will check the problematic procedure, and trace the production records according to the product name, lot number, packing slip and so on to find the responsible department and personnel.
Distribution Channels
We distribute our products mainly through offline distributors and online stores. We sell most of our products to domestic distributors in China, which then sell in China and internationally.
Most of our products are sold in China. The chart below is a breakdown of total revenues by geographic market for the six months ended March 31, 2018 and 2017, and the years ended September 30, 2017 and 2016, respectively.
Six months ended
March 31, 2018
Six months ended
March 31, 2017
Year ended
September 30, 2017
Year ended
September 30, 2016
International Markets
9.16% 10.46% 9.54% 12.96%
Domestic Markets
90.84% 89.54% 90.46% 87.04%
Total
100% 100% 100% 100%
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International Markets and Customers
The majority of our export items are dried Shiitake and dried Mu Er. They are sold to international markets through a related party, Forasen Group (until March 2018), and unaffiliated trading companies in China. Currently we export dried edible fungi including dried Shiitake and dried Mu Er. In the six months ended March 31,2018, approximately 92% of our export revenues are from Japan, the United States and Canada with approximately 38% from U.S., approximately 32% from Canada, and approximately 22% from Japan. Approximately 8% of our export revenues are from other countries.
The following is a list of selected international customers, their respective nations, the distributors and the brands.
Country/Area
Customer
Brand
Japan
Maruhan Co., Ltd
OEM
Korean
H-MART Group
OEM
United States
Rhee Bros., Inc.
OEM
Canada
Loblaws Supermarkets
OEM
Europe (England and Romania)
Processing manufacturers, supermarkets and restaurants
OEM
Middle East
Processing manufacturers, supermarkets and restaurants
OEM and Forasen
A few examples of our OEM products are below:
[MISSING IMAGE: tv507927_img-shiitake.jpg]
Through domestic trading companies, we have supplied our products to Rhee Bros. Inc. for eighteen years to support them in their sales of edible fungi products, primarily to Asian supermarkets in the United States.
Through domestic trading companies, we have supplied products to Loblaws supermarkets for seventeen years. By obtaining a BRC certification, which certifies we meet the leading food safety standard associated with UK retailing, we established systems to ensure we can provide edible fungi products that satisfy these high standards.
Our cooperation with Maruhan began thirteen years ago. Maruhan’s wholesale offerings to supermarkets in Japan carry strict product quality and safety requirements, and we are pleased to continually satisfy their expectations.
Since the beginning of 2018, we have signed multiple sales contracts with Qingdao Gabsan Trading Co., Ltd., a Chinese trading company affiliated with H-MART Group, a supermarket chain which operates Korean supermarkets in the U.S., Canada, Europe and India.
We plan to continue increasing our export sales and develop more export customers. We intend to further investing our resources in promoting overseas market, including attending more export fairs and developing cross-border e-commerce.
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Domestic Markets and Customers
Products from all four categories of our products are sold in China. Our domestic sales depend heavily on our major clients, China Forest and China Tree Seed. These two companies collectively attribute to 82.55% and 84.79% of our total sales for the six months ended March 31, 2018 and 2017, respectively. They collectively attribute to 81.27% and 84.97% of our total sales for the years ended September 30, 2017 and 2016, respectively. Our largest customers, China Forest and China Tree Seed, have both been customers for five years, and we strive to continue exceeding their expectations to nurture this relationship in the future.
In addition, we also provide our mushroom products to local specialty stores from time to time, such as Lishui Department Store and Zhejiang Liujianyuan Local Specialty Store.
Our typical agreements with the distributors which sell the products in China, such as China Forest and China Tree Seed, provide that payment is due upon receipt of a value-added tax invoice, and the customer should make the payment by bank’s acceptance bill or wire transfer. Our products are required to meet national requirements for agricultural products for the products involved. Delivery is set at our factory, and the customer is responsible for the cost of transportation. Products are deemed to be accepted upon receipt unless the customer rejects the delivery. The price and quantity of products are agreed upon at the time an individual sales contract is signed. Our cooperation with other distributors which sell products in China is similar.
We also have online sales in China. In the six months ended March 31, 2018 and 2017, online sales accounted for 4.61% and 6.16% of our total sales, respectively. In the fiscal years 2017 and 2016, online sales accounted for about 7.84% and 0.24% of our total sales, respectively. We have expanded our products sold to include non-fungi agricultural products, such as crabs and oranges. They are sold through our online store Farmmi Liangpin Market. For details of our online distribution channels, see “Business — E-Commerce of Agricultural Products.”
E-Commerce of Agricultural Products
E-commerce has big business potential in China. From June 2012 to June 2016, the number of Chinese netizens increased 32%, from 537,600,000 to 709,580,000. From December 2015 to June 2016, Chinese users of internet shopping increased 8.3%, from 413,250,000 to 447,720,000. From 2011 to 2015, Chinese e-commerce industry market scale increased 135%, from RMB 6.3 trillion to RMB 14.8 trillion. We see a trend toward online demands and sales of products of all kinds, including food products like ours. As a result, beginning in July 2014, we opened online stores on well-known third-party e-commerce sites like taobao.com, Tmall.com and JD.com to capitalize on this trend and meet customers who might not have otherwise found our products.
In March 2016, we began to develop our own e-commerce site, Farmmi Liangpin Market (www.farmmi.com/www.farmmi88.com). It sold our edible fungi products and tea products of a third party manufacturer to Chinese customers. Most of the customers are the centralized procurement personnel who buy bulk edible fungi products on behalf of restaurants and cafeterias.
In August 2018, we restructured Farmmi Liangpin Market (www.farmmi.com/www.farmmi88.com) to two online stores: Farmmi Jicai (www.farmmi88.com) and Farmmi Liangpin Market (www.farmmi.com). Farmmi Jicai (www.farmmi88.com) keeps all the members of the original Farmmi Liangpin Market and only sells our edible fungi products under Forasen brand and Farmmi Liangpin brand. Farmmi Liangpin Market (www.farmmi.com) is a new online store. It sells our edible fungi products under Farmmi Liangpin brand and Puyangtang brand, as well as other agricultural products we purchase from third party manufacturers. In connection to the reconstruction, we closed our stores at JD.com and Tmall.com in March 2018 and June 2018, respectively.
Currently the new Farmmi Liangpin Market is open to public but is still under testing. We expect to officially open it in January 2019. We also plan to close our online store at taobao.com in January 2019 in order to attract our online retail customers will shop to our Farmmi Liangpin Market.
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We operate our e-commerce websites through Nongyuan Network. Nongyuan Network has obtained its ICP (Internet Content Provider) license for www.farmmi88.com and www.farmmi88.com. The ICP license is a permit issued by the Chinese Ministry of Industry and Information Technology to permit China-based websites to operate in China. We have established a 16-employee team to run it.
Our e-commerce websites are indirectly managed by Farmmi Enterprise. We plan to use Farmmi Enterprise as our overall E-commerce platform. Our business development project of an e-commerce platform of agricultural products through Farmmi Enterprise has been approved by Hangzhou High-tech Industrial Development Zone.
We operate three online stores as below:
Online Store
Way of
Operation
Owner
Products
Sold
Established
on
Targeted
Customers
Note
1 Farmmi Jicai
(www.farmmi88.com)
Use our own website as the platform to sell the products Hangzhou Nongyuan Network Technology Co., Ltd. Edible fungi products produced by us (brands: “Farmmi” and “Forasen”) August 2016 Centralized Procurement
2 Farmmi Liangpin Market
(www.farmmi.com; wechat online mall;
mobile application)
Use our own website as the platform to sell the products Hangzhou Nongyuan Network Technology Co., Ltd. Edible fungi products produced by us (brands: “Farmmi” and “Puyangtang”) and by third-party manufacturers and other agricultural products August 2018 Retail Under testing from August 2018 to December 2018
3 Taobao Store
(https://shop435957171.taobao.com/?
spm=a230r.7195193.1997079397.2.nUrfeg)
Through an individual, sell our products on Taobao.com, a third-party website Zhejiang Forest Food Co., Ltd. Edible fungi products August 2016 Retail We plan to
close it in January 2019
Our online sales have been generated by (1) the centralized procurement personnel who buy bulk edible fungi products on behalf of restaurants and cafeterias and (2) direct retail to individual consumers. Most of our offline sales are wholesale and a small percentage is the sales to the centralized procurement personnel who buy bulk edible fungi products on behalf of restaurants and cafeterias. The percentages of our online sales and our offline sales are as below:
Six Months Ended
March 31, 2018
Six Months Ended
March 31, 2017
Year Ended
September 30, 2017
Year Ended
September 30, 2016
Online Sales
4.61% 6.16% 7.84% 0.24%
Offline Sales
95.39% 93.84% 92.16% 99.76%
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1. Farmmi Jicai (www.farmmi88.com)
[MISSING IMAGE: tv507927_img-fjicai.jpg]
We launched Farmmi Liangpin Market (farmmi88.com/farmmi.com), the predecessor of Farmmi Jicai, in March 2016, and it started generating sales in December 2016. Since the restructuring in August 2018, Farmmi Jicai keeps all the members of the old Farmmi Liangpin Market. Currently it has over 40,000 registered members, among whom over 5,000 members have ordered products. A majority of the members of this online store is our long-time clients, including restaurants and cafeterias, who buy and cook edible fungi for their customers. These restaurants and cafeterias have been purchasing bulk edible fungi from us before the old Farmmi Liangpin Market started operation. After we launched the old Farmmi Liangpin Market, we encouraged them to purchase our edible fungi at farmmi88.com/farmmi.com to facilitate the procurement process. The rest members are individual consumers.
Previously we set it as a platform to sell our edible fungi products and other agricultural products manufactured by third parties. The tea products were the only products we actually sold under the other agricultural products category. From the six months ended March 31, 2018, because the tea supplier raised the unit price of its tea products, we stopped selling them and have only been selling our edible fungi products.
Characteristics of Farmmi Jicai:
1)
Customers/members’ information security. We keep the profile information of our registered members confidential. We also encrypt some of the important information.
2)
Customers’ reviews of the products. All the reviews of our customers to the products are shown on the website of Farmmi Jicai. We follow up with customers for potential products problems.
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2. Farmmi Liangpin Market (www.farmmi.com)
[MISSING IMAGE: tv507927_img-flm.jpg]
We began to operate this new Farmmi Liangpin Market since August 2018 when we reconstructed Farmmi Liangpin Market (www.farmmi.com/www.farmmi88.com) to two online stores: Farmmi Jicai (www.farmmi88.com) and Farmmi Liangpin Market (www.farmmi.com). We identify Farmmi Liangpin Market (www.farmmi.com) as a platform of pesticide-free, organic and green agricultural products.
Characteristics of Farmmi Liangpin Market:
1)
Geographical indication agricultural products. We signed a Strategic Cooperation Agreement with Beijing Jiangqiao International Media Co, Ltd. (“JQ Media”). JQ Media filmed and produced Tastes of China, a documentary introducing geographical indication agricultural products in China (“Tastes of China Products”) through 7 episodes aired on CCTV, the predominant state television broadcaster in China. Pursuant to the agreement, the Company has signed the supply agreements with three suppliers of the Tastes of China Products. Besides these three products, we have built the purchase relationship with hundreds of geographical indication agricultural products.
2)
Diversity of the products. Besides our own edible fungi products under “Puyangtang” brand and “Farmmi Liangpin” brand, Farmmi Liangpin Market currently offers seven categories of products: (1) rice, oil and spices, (2) tea, (3) snacks, (4) raw and fresh food, (5) liquor and drink, (6) convenient food, and (7) health food. It also sells the raw products planted and harvested by the farmers in the less developed rural areas to help the farmers increase revenues and to provide the customers fresh food.
The customers can also use one of the following channels to access Farmmi Liangpin Market:
1)
WeChat: WeChat is a China-based instant messenger application. The Farmmi Liangpin Market can be accessed through our WeChat official account Farmmi Liangpin by clicking the “Farmmi Liangpin Market” words in Chinese at the right lower corner.
2)
Mobile application: we are developing a mobile application called Farmmi Liangpin. Through this application, the customers can view the products on www.farmmi.com and place orders. We expect to launch it in January 2019.
Our current plan to develop Farmmi Liangpin Market is divided into three stages:
1)
Preparatory Stage (August 2018 – December 2018). During this stage we focus on designing and developing our platform infrastructure to promote customer engagement and ease of use.
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2)
Roll-out Stage (2019 – 2020). During this stage we focus on advertising-oriented marketing. We will continuously evaluate the sales of individual products to tailor offerings to consumer demand, by adjusting pricing and offering product choices that consumers most demand. We hope to add more geographical indication agricultural products.
3)
Growth Stage (2021 – 2022). During this stage we expect our platform will be robust and streamlined. We will focus on more heavily marketing our platform to grow memberships and orders. We will continue to increase the variety of products and producers represented on our platform.
3. Taobao Store (https://shop435957171.taobao.com/?spm=a230r.7195193.1997079397.2.nUrfeg)
[MISSING IMAGE: v464095_img-taobaostore.jpg]
Since August 2016, we have been operating a store at Taobao.com. Taobao.com is a large customer-to-customer online retail platform owned by Alibaba Group. As Taobao only permits individuals to set up stores, Forest Food entrusts an individual as our exclusive agent to sell our products under the store name of  “Aunt Qiaochu”. This store only sells edible fungi. We plan to close this store in January 2019 to attract our online customers to our own e-commerce sites.
Methods of Competition and Competitive Position
Competitive Advantages
1.
Sophisticated quality control system. Product quality is always our major focus. We enforce a series of quality standards for our edible fungi products, adopt sound quality control system and have been awarded various quality certificates. In addition, our workers must follow specific quality control procedures in the factories. In addition, our traceability system allows us to trace and correct any quality issues. See “Business — Our Quality Control.”
To ensure the highest quality, we have implemented systems designed to subject us to stringent oversight of our production practices and quality control systems:
2006:   ISO22000 food safety management system certification.
2010:   BRC British Retail Consortium certification for food safety.
2010:   Implementation of Health Standards Operational Procedures.
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2012:   Implementation of dry mushrooms and dry black fungi hazard analysis and critical control points (“HACCP”) plan.
2012:   Implementation of food safety manual and food protection plan to reduce or eliminate food safety hazards, to prevent harm to public health, and to ensure the health of consumers.
2.
Established supplier relationships. We have strong relationships with our significant suppliers to ensure access to relatively high-quality dried edible fungi. We have built long time and stable relationship with the family farms that we cooperate with. Our employees provide technology support to the family farms in need. Our procurement price is usually higher than the market price. Some of the family farms have cooperated with us for more than 10 years. They provide steady supply of raw materials to us.
3.
Stable and experienced factory employees. Our founders started to conduct edible fungi business twenty years ago, and they have attracted many loyal employees. Among our current less than 80 factory workers, there are over 20 employees who have followed Ms. Zhang and Mr. Wang for over 10 years. They are great assets to us by being loyal to the company and possessing rich experience in the factory.
4.
Favorable location. Lishui is an important mushroom resource base, giving our company access to an abundance of high quality, affordable raw materials. We purchase many of our Shiitake from Qingyuan of Lishui, a certified place of origin of Shiitake and most of our Mu Er from Longquan of Lishui, the town of Mu Er in China.
Competitive Disadvantages
1.
Low barrier to entry. We believe the barrier to entry in our industry is relatively low. Although we believe we distinguish our company from competitors on the basis of quality, to the extent our customer base focuses heavily on price, many of our competitors can provide products at relatively low prices, affecting our profit margins as we seek to compete with them.
2.
Expansion risk. We have devoted resources to our decision to build, develop and reconstruct our online stores. While this decision will offer new opportunities to our company, it also is a new venture. Farmmi Jicai and Farmmi Liangpin Market are not well known by consumers yet, and we do not have rich experience in e-commerce operation. As a result, we have no guarantee that we will be successful in this new expansion. If we do not manage our expansion effectively, our business prospects could be impaired.
Competitive Position
Mushroom cultivation in the Lishui area of China has a history going back 800 years, and the region is famous throughout China for producing some of the finest quality, best flavored mushrooms available. Our region is known as the “Hometown of Mushrooms in China” and the “Hometown of Mu Er in China.” Since 2005, our region has also held China’s Qingyuan Mushroom Festival, and Lishui has established a mushroom museum to introduce the long history of mushroom planting and mushroom eating in China. So it is not surprising that some of our biggest competitors are also in the Lishui area.
One of our key competitors is Zhejiang Jingning Nature Food Co. Ltd. (“Jingning”), also in Lishui. Founded in 1987, Jingning has a facility in Lishui that covers approximately 18,000 square meters and fixed assets worth more than RMB 1 billion. Jingning’s products have been awarded for quality and technology, and its brand has been recognized as a “Famous Brand of Lishui.”
Another competitor is Zhejiang Tianhe Food Co., Ltd. (“Tianhe”), which is also based in Lishui. Founded in 1979, Tianhe operates four facilities in Zhejiang for processing and packaging fresh and dried products, as well as a retail site in Shanghai. Tianhe offers a variety of specialty products, including in particular, fresh mushroom products. Tianhe’s operations include 9 acres of land, 16,000 square meters of production facilities and 4,000 square meters of refrigeration facilities.
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Awards and Recognition
2002

Leading Enterprise for Processing Agricultural Products in Zhejiang Province

Elite Agricultural Leading Enterprise in Zhejiang Province
2004

Model Enterprise of Processing Agricultural Products in Zhejiang Province
2005

Key Leading Agricultural Enterprise in Zhejiang Province
2006

Famous Brand in Lishui City, Zhejiang Province
2010

Famous Trademark in Zhejiang Province (Forest)
2010 – 2011

Model Enterprise of Food Safety in Liandu Area, Lishui City, Zhejiang Province
2012

Zhejiang Exportation and Importation Enterprise of Quality and Integrity
2012 – 2013

Model Enterprise of Food Safety in Liandu Area, Lishui City, Zhejiang Province
2013

Famous Brand Products in Zhejiang (Forest Shiitake and Mu Er)
2016

2016 Famous Brand Products in Zhejiang (Forasen)

2016 Famous Brand Products in Lishui
2017

Healthy Products with Premium Quality in China’s Longevity Village (authorized to use “Longevity” mark for three years)

Listed Brand selected by China Edible Fungi Business Website and Edible Fungi Market
Business Development Efforts
Our business development efforts focus on developing e-commerce platforms, web-based products and applications of new technologies. We believe technological innovations will help our Company achieve its long-term strategic objectives.
We have 7 employees who participate in business development. They provide technology support to the family farms in need, improve the technology used in our production, and help with the maintenance of our online stores. Over the past three fiscal years, we spent, in aggregate, RMB 837,883 on employee salaries and travel expenses for business development. We also spent RMB 91,840.00 for intellectual property and RMB 229,725.53 on software and website development, technical service and product design.
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Our major business development projects include the following:
1.
internet technology development;
2.
internet product development; and
3.
processing technology and product development of edible fungi.
Intellectual Property
We rely on trademarks and service marks to protect our intellectual property and branding. As of the date of this prospectus, we hold over 80 registered trademarks about or related to “Farmmi”, “Farmmi Liangpin”, “Forasen” and “Puyangtang” in different applicable trademark categories in China. We also own three domain names: farmmi.com, farmmi.com.cn and farmmi88.com. These websites are not part of this prospectus.
Marketing Channels
We mainly market our products by attending trade fairs, such as The China Import and Export Fair, Anuga (originally short for Allgemeine Nahrungs- und Genussmittel-Ausstellung, a leading international food fair) and FOODEX JAPAN.
We have set up a WeChat official account called Farmmi Liangpin since the end of 2016. The WeChat official account is a cooperation and promotion service launched for famous persons, government, media and enterprises, provided by Tencent, a provider of Internet value added services in China. By introducing knowledge of edible fungi and Farmmi’s events, we use this official account to market Farmmi Liangpin Market and our company. Now it also provides an alternate access to Farmmi Liangpin Market.
Governmental Support
Our local government has been supporting our development in different ways, including providing subsidies. The following chart is a summary of selected projects.
Year
Governmental Agency
Project
Subsidy
Amount
(RMB)
2014 Liandu District, Lishui City Support the development of local economy and facilitate financing of enterprises
20,000
2014 Liandu District, Lishui City Special fund of stable increase of foreign trade
25,000
2014 Liandu District, Lishui City Attend Japan Food Fair
23,500
2015 Liandu District, Lishui City Attend Japan Food Fair
27,000
2015 Liandu District, Lishui City Attend French Food Fair
41,000
2015 Liandu District, Lishui City Attend ANUGA
29,000
2015 Liandu District, Lishui City Attend ANUGA
84,000
2017 Liandu District, Lishui City
SC (food production certificate) Authentication
20,000
Community Involvement
Since our founding, we have been highly committed to community involvement, both through charitable endeavors and industry development. We believe the best approach to corporate social responsibility is through embedding elements of social responsibility in our business model. Our achievements and initiatives in the area of corporate social responsibility include the following:
Charitable Endeavors
We support and promote a number of charitable and socially responsible initiatives and programs in ways that we believe are in alignment with our core values and our mission. For example, on November 20, 2015, Forest Food donated RMB 100,000 to help the people affected by the landslides in Lidong Village, Yaxi Town, Lishui City.
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Industry Development
By attending local and national industry associations, we take the responsibility of helping develop our industry. Below list shows some of our involvement with industry associations:
Association
Position
Activities
China Edible Fungi Industry Association Member Entity Attend various industry meetings such as the Sixth Member Representative General Meeting on October 28, 2015; share and communicate industry information, such as the M&A opportunities and operation of edible fungi industry.
Zhejiang Province Edible Fungi Industry Association Vice Chair Entity Attended meetings such as Zhejiang Edible Fungi Meeting and Zhejiang Edible Fungi Production and Sale Flourishing Meeting.
Zhejiang Province Lishui City Food Industry Association Chair Entity Organize events such as Lishui Food Industry Seminar and Lishui Food Fair.
Legal Proceedings
From time to time, we have been involved in litigation relating to contract disputes and other matters in the ordinary course of our business. See “Risk Factors — Risks Related to Our Business and Industry — We have guaranteed third parties’ debt, and a failure by such parties to repay their debts may be enforced against our company.” We are not currently a party to any material legal or administrative proceedings.
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Regulations
We are subject to a variety of PRC and foreign laws, rules and regulations across a number of aspects of our business. This section summarizes the principal PRC laws, rules and regulations relevant to our business and operations. Areas in which we are subject to laws, rules and regulations outside of the PRC include intellectual property, competition, taxation, anti-money laundering and anti-corruption.
Regulation on Foreign Investment Restrictions
Historically, the principal regulation governing foreign ownership of businesses in the PRC was the Guidance Catalogue for Industrial Structure Adjustments (the “Guidance Catalogue”). The Guidance Catalogue classified various industries into three categories: encouraged, restricted and prohibited. The Guidance Catalogue has been replaced by the Special Administrative Measures (Negative List) for Foreign Investment Access (2018), effective July 28, 2018 (the “ Negative List”). The Negative List specifies the prohibited and non-prohibited (similar to the restricted in the Guidance Catalogue) industries for foreign investment. For the industries not covered by the Negative List, the foreign investment and the domestic investment have equal access. Foreign investors may not invest in the prohibited industries specified by the Negative List. For the non-prohibited industries on the Negative List, a foreign investor must obtain an investme