ROOM 1803, 18F, DIKAI GINZA, 29 JIEFANG EAST ROAD, JIANGGAN DISTRICT
HANGZHOU CITY, ZHEJIANG PROVINCE 310016
PEOPLE’S REPUBLIC OF CHINA
PROXY STATEMENT AND NOTICE OF
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF FARMMI, INC.:
You are cordially invited to attend an extraordinary general meeting (the “Extraordinary General Meeting”) of the shareholders of FARMMI, INC., a Cayman Islands company (the “Company,” “Farmmi”, “we,” “us” or “our”), which will be held on December 20, 2021 at 10:00 A.M., Beijing time, at Room 1803, 18F, Dikai Ginza, 29 Jiefang East Road, Jianggan District, Hangzhou City, Zhejiang Province 310016, People’s Republic of China.
At the Extraordinary General Meeting, our shareholders will be asked to consider and vote on two (2) proposals:
(1) Increase of the Authorized Share Capital Proposal: a proposal to approve an Ordinary Resolution that the authorized share capital of the Company be increased from US$600,000 divided into 600,000,000 ordinary shares of par value $0.001 to US$6,000,000 divided into 6,000,000,000 ordinary shares of par value $0.001 by the creation of 5,400,000,000 new ordinary shares of par value $0.001.
(2) Staggered Board Proposal: a proposal to approve a Special Resolution that the Board of Directors be divided into three (3) classes as equal number as practicable, each serving staggered terms of three (3) years each.
(2) Amendment of Memorandum and Articles of Association Proposal: a proposal to approve a Special Resolution that the Second Amended and Restated Memorandum of Association (the “Second M&AA”) annexed hereto as Annex A which incorporate the Increase of the Authorized Share Capital Proposal and the Staggered Board Proposal, be and is hereby approved and adopted in substitution for the existing Second M&AA of the Company.
We are providing this proxy statement and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements of the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, we urge you to read this proxy statement carefully.
Whether or not you plan to attend an Extraordinary General Meeting, please take the time to vote by completing and mailing the enclosed proxy card in the enclosed envelope. YOUR VOTE IS VERY IMPORTANT.
Thank you for your participation. We look forward to your continued support.