EXHIBIT 4.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into on February 4, 2024 (the “Effective Date”) by and between Zhimin Lu (“Employee”) and Farmmi, Inc. (“Farmmi”).

WHEREAS, Farmmi desires to employ Employee as the Chief Financial Officer of FARMMI, the parent company of its subsidiaries (Zhejiang Yiting Medical Technology Co., Ltd., Zhejiang Yitang Medical Service Co., Ltd.,Farmmi (Hangzhou) Health Development Co., Ltd., Zhejiang Farmmi Healthcare Technology Co., Ltd., Zhejiang Farmmi Agricultural Supply Chain Co., Ltd., Farmmi (Hangzhou) Ecology Agriculture Development Co., Ltd., Farmmi (Hangzhou) Enterprise Management Co., Ltd., Lishui Farmmi Technology Co., Ltd., Zhejiang Farmmi Biotechnology Co., Ltd., Zhejiang Yiting Medical Technology Co., Ltd., Shanghai Zhongjian Yiting Healthcare Technology Partnership (Limited Partnership), Jiangxi Xiangbo Agriculture and Forestry Development Co., Ltd, Guoning Zhonghao (Ningbo) Trade Co., Ltd., Yudu County Yada Forestry Co., Ltd, Lishui Farmmi E-commerce Co. Ltd, Zhejiang Farmmi Ecological Agricultural Technology Co., Ltd., Zhejiang Suyuan Agricultural Technology Co., Ltd, Farmmi International Limited, Farmmi Canada Inc., Ningbo Farmmi Baitong Trade Co., Ltd, and Farmmi USA Inc.) and

WHEREAS, Employee and Farmmi desire to establish and govern the employment relationship under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the adequacy of which is acknowledged, Employee and Farmmi hereby agree as follows:

1. Employment. Employee is being employed by Farmmi as the Chief Financial Officer upon and subject to the terms and conditions of this Agreement. During the term of her employment under this Agreement, Employee shall report to Farmmi’s Chief Executive Officer and Board of Directors, or to such other persons as Farmmi may designate from time to time. Farmmi reserves the right to change Employee’s title, duties, and reporting relationships as may be determined by it to be in the best interests of Farmmi.

2. Duties.

(a) During the term of his employment under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which she may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so.

(b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law.

(c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee.

(d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, she will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.

3. Compensation.

(a) For all services rendered by Employee to Farmmi, Farmmi has agreed to pay Employee a base gross annual salary of RMB 204,000, paid by Zhejiang Yiting Medical Technology Co., Ltd., a PRC company (“ Yiting Medical”) (also referred to as 浙江易庭医疗科技有限公司 in Chinese). Employee’s gross salary will be paid to Employee in accordance with Yiting Medical’s standard payroll policies and practices, beginning with the first regularly scheduled pay date following the Effective Date of this Agreement. Employee understands and acknowledges that the base gross annual salary to be paid to him under this Agreement will be reduced by all applicable federal and state payroll and withholding taxes and any other deductions authorized by Employee for the provision of employee benefits or otherwise. Yiting Medical will conduct an annual performance review of Employee, and any changes in Employee’s salary shall be determined in the sole discretion of Yiting Medical.

4. Expenses. Farmmi shall reimburse Employee for all ordinary and necessary out-of-pocket expenses incurred and paid by Employee in the course of the performance of Employee’s duties pursuant to this Agreement, provided that Employee incurred such expenses consistent with Farmmi’s policies in effect from time to time with respect to travel, entertainment and other business expenses. To receive such expenses reimbursement, Employee shall submit written requests, along with supporting documentation and/or receipts, in compliance with Farmmi’s requirements with respect to the manner of approval and reporting of such expenses.

5. Additional Benefits.

(a) Subject to meeting the eligibility requirements to participate in such plans under the terms and conditions established by the plans, Employee shall be eligible to participate in all employee benefits programs provided by Farmmi to its employees, as such may be established and modified from time to time in the discretion of Farmmi. However, nothing contained in this Agreement shall be construed to obligate Farmmi in any manner to maintain any existing plans, put into effect any plans not presently in existence, or provide special benefits to Employee.

(b) During the term of this Agreement, Employee shall be entitled to all national statutory annual paid vacation leave per year. Employee understands and agrees that all vacation time shall be approved by the Chief Executive Officer before Employee takes such leave. Employee’s ability to carry over unused vacation leave from year to year and to receive payment for unused vacation leave upon termination of employment shall be governed by Farmmi’s policies in existence at the time of such occurrence.

6. Indemnity. Farmmi will indemnify Employee against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with civil, criminal, administrative or investigative proceedings to which Employee is party or are threatened to be made a party by reason of Employee acting as the Chief Financial Officer. To be entitled to indemnification, Employee must have acted honestly and in good faith with a view to the best interest of Farmmi and, in the case of criminal proceedings, Employee must have had no reasonable cause to believe Employee’s conduct was unlawful. Such limitation of liability does not affect the availability of equitable remedies such as injunctive relief or rescission. These provisions will not limit Employee’s liability under United States federal securities laws.

7. Termination.

(a) Either party may terminate this Agreement at any time, for any reason or for no reason, with or without cause, upon thirty (30) days’ written notice to the other party.

(b) Notwithstanding Paragraph 7(a) above, Employee’s employment with Farmmi shall terminate immediately upon: (i) the death, disability, or adjudication of legal incompetence of Employee; (ii) Farmmi’s ceasing to carry on its business without assigning this Agreement; or (iii) Farmmi becoming bankrupt. For purposes of this Agreement, Employee shall be deemed to be disabled when Employee has become unable, by reason of physical or mental disability, to satisfactorily perform the essential functions of his job and there is no reasonable accommodation that can be provided to enable him to perform satisfactorily those essential functions. Such matters shall be determined by, or to the reasonable satisfaction of, Farmmi.

(c) Notwithstanding Paragraph 7(a) above, Farmmi may immediately terminate this Agreement for cause, effective upon the provision of notice to Employee, for the following reasons: (i) Employee’s repeated failure to satisfactorily and substantially perform his duties as an employee of Farmmi (other than any such failure resulting from a disability), which failure has continued without remedy for more than thirty (30) days after Farmmi has provided written notice thereof; (ii) Employee’s dishonesty, incompetence, willful misconduct, gross negligence, or breach of fiduciary duty; (iii) failure to comply with the lawful directives of Farmmi’s Board of Directors; (iv) failure to abide by and/or comply with any laws or regulations governing or relating to the operations of Farmmi; (v) failure to abide by and/or comply with any other applicable laws, including, but not limited to, laws prohibiting discrimination and harassment in the workplace; (vi) theft, misappropriation, or misuse of Farmmi’s property or assets; (vii) Employee’s conviction of or plea of guilty or nolo contendere to any felony or any other crime involving theft, dishonesty, or fraudulent conduct; or (viii) breach of Employee’s obligations under this Agreement.

(d) In the event Employee’s employment with Farmmi is terminated by Employee or Employer for any or no reason, Farmmi shall pay or provide to Employee any salary that Employee shall have earned and not yet received through the date of such employment termination, determined on a pro rata basis based on the number of work days in the month of termination.

8. Employee Covenants.

(a) Non-Disclosure and Return of Confidential Information.

(i) Employee acknowledges that, as an employee of Farmmi, Employee will be provided access to, and may develop or assist in developing on Farmmi’s behalf, confidential and proprietary information and trade secrets. As used in this Agreement, “Confidential Information” shall be deemed to include, but shall not be limited to, information and materials related to Farmmi’s business procedures, methods, and manufacturing processes for producing its products; marketing plans and strategies; customer lists, business histories, customer presentations, strategic business opportunities and plans; market research, analyses of customer information, and prospective customer lists; pricing of goods sold, margins, and sales strategies; accounting, operational, organizational, and financial data, processes, and services; technical know-how; research and development; proprietary computer software and hardware; and any other information that is not generally known to the public or within the industry in which Farmmi competes. “Confidential Information” shall also be deemed to include information or material received by Farmmi from others and intended by them to be kept in confidence by its recipients. “Confidential Information” shall not include Employee’s general skills and knowledge concerning general business practices not specific to Farmmi’s business, nor shall it include information that has become widely disseminated and generally available to the public through no wrongful act or omission on the part of Employee.

(ii) At all times during and after employment with Farmmi, Employee shall take all reasonable steps necessary to preserve the confidential and proprietary nature of Confidential Information and to prevent the inadvertent or accidental disclosure of Confidential Information. Employee will not use, disclose, transfer, or make available any Confidential Information other than: (i) as required by the proper performance of Employee’s duties for Farmmi; (ii) as authorized by Farmmi; and (iii) as required by an order or subpoena from a court of competent jurisdiction and/or administrative agency, provided that, prior to such disclosure, Employee promptly notifies Farmmi so that Farmmi may take appropriate action with such court or agency to protect its Confidential Information. Employee will not remove any Confidential Information from Farmmi’s premises or make copies of such materials except for use in Farmmi’s business. Employee shall not retain any tangible, intangible, or electronic copies of any Confidential Information after the termination of his employment with Farmmi for any reason.

(iii) If part of the Confidential Information is known by public, but other parts or the whole is not public knowledge yet, the whole Confidential Information still has confidential value. Employee agrees to have non-disclosure covenant for such Confidential Information. Employee shall not disclose such information directly or indirectly, or solicit any third party to put together Confidential Information by collecting the public part(s).

(iv) During his employment with Farmmi, for the interest of Farmmi, Employee shall promptly report to Farmmi the Confidential Information arising out of work, submit a written report, and assist Farmmi to obtain the right of such information. Such Confidential Information shall be owned Farmmi exclusively. During employment with Farmmi, employee shall fully disclose all of his conceptions about Farmmi’s business to Farmmi.

(v) The compensation paid to Employee by Farmmi has included all the consideration for Employee to perform the covenants in Paragraph 8(a).

(vi) Employee warrants that, unless Employee has stated to Farmmi in writing, Employee’s usage or disclosure of any confidential information during employment with Farmmi does not violate any confidentiality agreement between Employee and any previous employer or other party. No matter if Employee is bound by such confidentiality agreement, Employee shall not disclose it to Farmmi, or solicit Farmmi to use any confidential information of Employee’s any previous employer or other party.

(b) Non-Compete.

(i) Employee acknowledges that, during the course of his employment, Employee will be granted access to and may develop or assist in developing Farmmi’s Confidential Information and goodwill. Employee recognizes and agrees that in light of his extensive access to and knowledge of such Confidential Information and in order to protect Farmmi’s goodwill with its customers, Farmmi has a reasonable and legitimate interest in protecting itself from unfair competition as set forth in subsection (ii).

(ii) Non-Compete Period is the course of employment with Farmmi and a period of two (2) years after Employee’s employment with Farmmi ceases (whether voluntarily or involuntarily and for whatever reason) . During the Non-Compete Period, Employee shall not, on his own behalf or on behalf of any other person or entity, compete with Farmmi by engaging in a position where Employee holds any registered or beneficial ownership/stock interest, or as its employee, consultant, management, director or other capacity, holds any interest of any company or entity that competes with the goods and services provided by Farmmi, or helps or assists such company by any way; (ii) usurp business opportunities provided by other parties to Farmmi, use Farmmi’s resources to create any business opportunity for himself; take commission fee related to Farmmi’s transactions, sign contracts or conduct transactions with Farmmi without proper approval under internal rules of Farmmi; or conduct other actions detrimental to Farmmi’s interests and/or competitive position, (iii) use any of Farmmi’s names, any other name that Farmmi uses to operate business, or any similar name, or use such name to build or create any entrepreneur entity, organization or domain name, or use it in any other way without written consent of Farmmi, or (iv) call himself employee of Farmmi or related with Farmmi in any way, after termination of his employment with Farmmi. This restriction shall only apply within any geographic area serviced by Employee for Farmmi at any time during the one (1) year period preceding Employee’s termination of employment.

(iii) During the Non-Compete Period, if Employee continues performing all the covenants in Paragraph 8(b), Farmmi will pay Employee compensation. The calculation of such compensation is: if Employee continues performing non-compete covenant within twenty (24) months after the termination of employment, Farmmi will pay Employee compensation equaling to six (6) months of base salary prior to the termination of employment and pay it month by month. Employee confirms that such compensation is enough and reasonable. Employee further agrees that Farmmi has the right at its sole discretion to choose to pay consideration for Employee to perform the covenants in Paragraph 8(b), or choose to cease payment of consideration to waive Employee’s covenants in Paragraph 8(b). Farmmi has the right at its sole discretion to require Employee to continue to perform the non-compete covenant (but the term shall not exceed 24 months after the termination of the employment).

(iv) The benefits obtained (including already obtained or agreed to obtain) by Employee through conducting restricted actions in the Non-Compete Period shall belong to Farmmi.

(c) Non-Solicitation of Customers. Employee specifically agrees that, at all times during his employment with Farmmi and for a period of two (2) years Employee will not solicit or offer to any Customer of Farmmi any goods or services that compete with the goods or services provided by Farmmi. For purposes of this Agreement, the term “Customer” means: (i) any person or entity that contracted with Farmmi for goods or services at any time during the twelve (12) month period preceding the Employee's termination of employment; and (ii) any person or entity to whom Farmmi made a proposal or presentation for the provision of goods or services at any time during the six (6) month period preceding Employee’s termination of employment. Except as set forth in Paragraph 8(b), this restriction is not intended to prohibit Employee from providing goods or services to persons or entities who are not Customers of Company.

(d) Non-Solicitation of Employees. Employee specifically agrees that, at all times during his employment with Farmmi and for a period of two (2) years after Employee’s employment with Farmmi ceases (whether voluntarily or involuntarily and for whatever reason), Employee shall not, on Employee’s own behalf or on behalf of any other person or entity, hire, recruit, solicit for employment, or assist in solicitation or hiring any other employee who works for Farmmi. This includes, but is not limited to: (i) providing to any such prospective employer the identities of any of Farmmi’s employees; (ii) providing to any such prospective employer information about the quantity of work, quality of work, special knowledge, or personal characteristics of any person who is still employed at the Farmmi at the time such information is provided; and/or (iii) assisting any of Farmmi’s employees in obtaining employment with any such prospective employer through the dissemination of resumes and applications, or otherwise. Employee also specifically agrees that she will not provide the information set forth in subparts (i), (ii), or (iii) above to any prospective employer during interviews preceding possible employment.

(e) Intellectual Property.

(i) Employee agrees to disclose to Farmmi all inventions, ideas, works of authorship and other trade secrets made, developed and/or conceived by him and arising out of Employee’s employment at all times during his employment with Farmmi and for a period of one (1) year.

(ii) Employee further agrees that all such inventions, ideas, works of authorship and other trade secrets made shall be “works made for hire” and that Farmmi shall be deemed the author thereof under the U.S. Copyright Act or other applicable law, and all work product is and shall be free from any claim or retention of rights thereto on the part of Employee.

(iii) In any event and at any time, Employee hereby irrevocably assigns to Farmmi any and all right, title interest in such inventions, ideas, works of authorship and other trade secrets made, including any and all patents and/or copyrights in connection with any of the foregoing, and agrees to do any and all acts necessary, and sign any and all instruments, which Farmmi may request to secure all rights related to the foregoing in the United States or in any foreign country.

(iv) By exhibit to this Agreement, Employee lists all inventions she owns, including the ones she invents by himself and the ones she invents with others. All the inventions, completed prior to the employment with Farmmi, and owned by Employee, or although owned by third party but Employee can use within the scope of agreement, are called Prior Inventions. If no exhibit discloses such inventions, it deems that Employee states such Prior Invention does not exist. If, during his employment with Farmmi, Employee uses any Prior Invention on products, service, procedure, or machine equipment of Farmmi, Farmmi automatically gets non-exclusive, free, irrevocable, permanent and global license (including sublicensing to others through different levels of sublicense) to produce, modify, use and sell such Prior Invention. In light of the foregoing, Employee agrees that, without prior written consent of Farmmi, Employee shall not use any Prior Invention which has been used on Farmmi’s products or service, or authorize others to use.

(v) During his employment with Farmmi, Employee confirms the compensation paid from Farmmi to Employee fully covers the work for enforcing the invention, such as proposal of concept, creation, development, improvement or simplification. Employee represents to give up all legal priority rights to apply patent or trademark, rights to transfer any invention or technology products, and rights to claim or challenge the ownership of “works made for hire.”

(vi) Employee acknowledges and agrees that the covenants and rights in Paragraph 8(e) will be effective for an indefinite period, and will not be restricted by the termination of employment with Farmmi.

(f) Return of Company Property.

Upon the request of Farmmi or upon the termination of Employee’s employment with Farmmi for any reason, Employee shall return to Farmmi: (a) all Confidential Information; (b) all other records, designs, patents, business plans, financial statements, manuals, memoranda, lists, correspondence, reports, records, charts, advertising materials, and other data or property delivered to or compiled by Employee by or on behalf of Farmmi or its operating subsidiaries, or their representatives, vendors, or customers that pertain to Farmmi’s business, whether in paper, electronic, or other form; and (c) all keys, credit cards, computers, telephones, PDA’s, equipment, and other property of Farmmi. Employee shall not retain or cause to be retained any copies of the foregoing. Employee hereby agrees that all of the foregoing shall be and remain the property of Farmmi, and be subject, at all times to its discretion and control.

(g) Enforcement.

(i) Employee and Farmmi have examined in detail the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement and agree that the restraints imposed upon Employee are reasonable in light of the legitimate interests of Farmmi and are not unduly restrictive of Employee’s ability to earn a living following the termination of his employment.

(ii) Employee understands and agrees that the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement survive the termination of his employment (regardless of the reason) and remain binding and enforceable against him according to the restrictions’ respective terms.

(iii) If any of the covenants contained in Paragraph 8 (including all subsections) of this Agreement are held by a court or other enforcement authority to be overly broad by reason of time period, geography or scope, the court shall modify any time period, geography or scope deemed overly broad to the maximum time period, geography or scope that such court or other enforcement authority finds reasonable and enforceable in light of all the circumstances present at the time such determination is made and this Agreement shall be deemed to be amended at such time to reflect such determination.

(iv) Employee agrees that a breach by him of any of the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement will result in irreparable injury to Farmmi for which a remedy at law shall be insufficient. Employee agrees that in the event of a breach or threatened breach of such covenants, Farmmi shall be entitled to temporary, preliminary, and permanent injunctive relief without the need to prove irreparable harm and without the necessity of placing a bond for such injunction. The application of any form of injunctive relief shall not make any other legal or equitable remedy unavailable.

(v) In the event that the Employee is found by a court or other enforcement authority to have breached any of the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement, then the time periods set forth in such restrictions, if any, shall automatically be extended by the length of time which Employee shall have been in breach of any of said provisions.

9. Survival of Obligations. All obligations of Employee that by their nature involve performance after the expiration or termination of Employee’s employment with Farmmi, or that cannot be ascertained to have been fully performed until after the expiration or termination of Employee’s employment with Farmmi, shall survive the expiration or termination of this Agreement. Except as otherwise specifically provided in this Agreement, all of Farmmi’s obligations under this Agreement will terminate at the time this Agreement or Employee’s employment with Farmmi is terminated for any reason.

10. Notice. Any notice, request, consent or communication under this Agreement shall be effective only if it is in writing and personally delivered or sent by certified mail, return receipt requested, postage prepaid, or by a nationally recognized overnight delivery service, with delivery confirmed, addressed as follows:

or such other persons and/or addresses as shall be furnished in writing by any party to the other party, and shall be deemed to have been given only upon its delivery in accordance with this Paragraph 10.

11. No Conflicts. Employee represents and warrants to Farmmi that neither the execution nor delivery of this Agreement, nor the performance of Employee’s obligations hereunder will conflict with, or result in a breach of, any term, condition, or provision of, or constitute a default under, any obligation, contract, agreement, covenant or instrument to which Employee is a party or under which Employee is bound, including, but not limited to, the breach by Employee of a fiduciary duty to any former employers.

12. Defined Terms. A term defined in any part of this Agreement shall have the defined meaning wherever the term is used in this Agreement.

13. Assignment.

(a) This Agreement may be assigned by Farmmi to any successor, subsidiary or affiliated entity or in connection with sale, merger, or consolidation of Farmmi with another entity. Additionally, this Agreement shall be deemed to have been assigned without any further action on the part of Farmmi to a successor entity in the event of a sale, merger, or consolidation of Farmmi. Such assignment may occur without prior notice to Employee and without the provision of any additional consideration to Employee.

(b) Employee understands and agrees that the duties and obligations of Employee under this Agreement are personal in nature and cannot be assigned, in whole or in part, by Employee.

14. Waiver.

(a) Any failure of any party on one or more occasions to enforce or require the strict keeping and performance of any of the terms and conditions of this Agreement shall not constitute a waiver of such terms and conditions of this Agreement, shall not constitute a waiver of such term or condition at any future time, and shall not prevent any party from insisting on the strict keeping and performance of such terms and conditions at a later time.

(b) The existence of any claim or cause of action of the Employee against Farmmi, whether predicated upon an alleged breach of this Agreement or otherwise, shall not relieve Employee of his obligations under this Agreement and shall not constitute a defense to the enforcement by Farmmi of any provision of this Agreement, including but not limited to the covenants contained in Paragraph 8 of this Agreement.

15. Governing Law. This Agreement is deemed to have been entered into in China and shall be construed and interpreted at all times and in all respects in accordance with the laws of China without regard to the principles of conflicts of laws, and jurisdiction and venue for any action relating in any manner to this Agreement shall be in a court of competent jurisdiction located in or having jurisdiction over China.

16. Attorneys’ Fees. In the event there is any litigation to enforce this Agreement, the prevailing party will be awarded its/his costs, expenses, and reasonable attorneys’ fees.

17. Severability. In the event that any provision of this Agreement shall be determined by a court or tribunal having proper jurisdiction to be invalid, or illegal, or unenforceable, the remainder of this Agreement shall not be affected but shall continue in full force and effect as though such invalid, illegal or unenforceable provision were not originally part of this Agreement.

18. Amendment. This Agreement may not be amended or modified except by an agreement in writing signed by all the parties hereto.

19. Construction of Agreement. Each party to this Agreement agrees and acknowledges that no presumption, inference, or conclusion of any kind shall be made or drawn against the drafter or drafter(s) of this Agreement. Each party to this Agreement also agrees and acknowledges that she/it has contributed to the final version of this Agreement through comments and negotiations.

20. Headings. The headings used in this Agreement are for convenience only and shall not be used to construe or interpret the meaning or intent of any provision.

21. Entire Agreement. This Agreement represents and contains the entire agreement and understanding between the parties with respect to the terms and conditions of this Agreement and supersedes any and all prior and contemporaneous written and oral agreements, understandings, representations, inducements, promises, warranties, and conditions between the parties with respect to the terms and conditions of this Agreement. No agreement, understanding, representation, inducement, promise, warranty or condition of any kind with respect to the terms and conditions of this Agreement shall be relied upon by either party unless expressly incorporated herein.

22. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one agreement that is binding upon both of the parties hereto, notwithstanding that both parties are not signatories to the same counterpart.

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed this Employment Agreement with the Effective Date indicated above:

EXHIBIT 99.1

Share Transfer Agreement

Transferor: Zhejiang Suyuan Agricultural Technology Co., Ltd

Transferee: Lishui Chida Logistics Co., Ltd

About Zhejiang Farmmi Holding Group Co. LTD’s

Share Transfer Agreement

Agreement No.: 2024-02-01

January 31, 2024

This Share Transfer Agreement (hereinafter referred to as "the Agreement") is entered into in [Hangzhou, Zhejiang] on January 31, 2024:

Transferor (Party A): Zhejiang Suyuan Agricultural Technology Co., Ltd

Address: Room 1513-61, 15F, Block A, Changxing World Trade Building, 1278 Mingzhu Road, Changxing County, Huzhou City, Zhejiang Province

Legal Representative: Dehong Zhang

Transferee (Party B): Lishui Chida Logistics Co., Ltd

Address: Room 110-14, No. 162 Xianglong Road, Nanmingshan Street, Liandu District, Lishui City, Zhejiang Province (Lijing National Industrial Park)

Legal representative:Aijuan Pan

Target Company (Party C): Zhejiang Farmmi Holding Group Co. LTD

Address: 3F, Building 1, 888 Tianning Street, Yanquan Street, Liandu District, Lishui City, Zhejiang Province

Legal representative: Dehong Zhang

(Party A and Party B shall be referred to as a party hereto.）

Whereas:

Zhejiang Farmmi Holding Group Co. LTD (hereinafter referred to as the "Target Company") is a in accordance with the company law of the People's Republic of China and relevant laws and regulations established and legally existing enterprise, was established in September 18,2021, the registered capital of RMB 60 million yuan, the registered address for [3F, Building 1, 888 Tianning Street, Yanquan Street, Liandu District, Lishui City, Zhejiang Province].

Party A is an existing shareholder of the Target Company and holds [100]% of the share of the Target Company. Party A agrees to transfer 100% of the share of the Target Company to Party B in accordance with the Agreement, and Party B agrees to accept the share.

Now, in accordance with the provisions of the Civil Code and other laws and regulations, through friendly negotiation , the parties reach the following agreement regarding the transfer of [100]% of the share of the Target Company held by Party A to Party B:

1. Share transfer

1.1. Party A agrees to transfer to Party B [100]% of the share of the Target Company held by Party A and all the corresponding shareholder rights and obligations (hereinafter referred to as the "Target Share"), and Party B agrees to transfer the Target Share as agreed herein.

1.2. Before and after the completion of the share transfer, the equity structure of the Target Company is as follows:

Party A undertakes and warrants that the equity structure of the Target Company is true and accurate before the completion of the above share transfer.

2. Transfer price

2.1. The total price of the share transfer is RMB [43.1] million , and Party A agrees that Party B shall pay the Target Share transfer price in the following ways:

2.1.1 The first installment of the transfer payment of RMB 15 million shall be paid to the account designated by Party A before February 20, 2024.

The second installment of RMB 28.1 million shall be paid to the account designated by Party A before March 20, 2024;

3. Delivery of the Target Share and the handover of the Target Company

3.1. The delivery date of the Target Share interest is [February 1,2024].

3.2. The period from the date of the Agreement to the Closing Date (hereinafter the "Transition Period"). During the transition period, the share income and dividends available based on the Target Share shall be owned by Party A, and the losses to be borne based on the Target Share shall be borne by Party A. Without the prior written consent of Party B, Party A shall not dispose of the Target Share and the assets of the Target Company, and Party A shall obtain the written consent of Party B before exercising any shareholder rights or assuming any shareholder obligations based on the Target Share, otherwise, Party A shall have the right to unilaterally terminate the Agreement and require Party B to bear the liability for breach of contract.

3.3. During the transition period, Party A shall ensure that the Target Company maintains the original normal condition. Without the prior written consent of Party B, Party A and the Target Company shall not violate the following agreement:

3.3.1 Do not sign agreements, letters of commitment and other legal documents, and do not provide loan guarantee by the Target Company;

3.3.2 Do not dispose of the assets under the name of the Target Company in any way;

3.3.3 Do not transfer the intellectual property rights, brand, trade name and other intangible assets under the name of the Target Company;

3.3.4 Do not provide guarantee for the shareholders or third parties of the Target Company in any form.

3.4. During the transition period, all the dividends and earnings obtained by Party A based on the Target Share shall be owned by Party A.

3.5. Handover of the Target Company: The parties agree that after signing the Agreement, Party A shall ensure that the original management team of the Target Company shall effectively manage the following documents and articles jointly determined by Party A and Party B (the specific contents and management methods shall be separately determined by Party A and Party B):

3.6 Within [30] working days after the signing of the Agreement, Party A and Party B shall complete the corresponding industrial and commercial change procedures of the Target Company in accordance with the Agreement.

4. Liabilities and contingent liabilities

4.1. Party A has fully disclosed the existing liabilities and contingent liabilities of the Target Company and its subsidiaries as of the Closing Date. Party B has all of this.

5. Taxes and fees

5.1 The taxes generated by the share exchange between Party A and Party B as determined in this Contract shall be borne by each party itself.

Vi. Party A's guarantee

6.1. The Target Company is an enterprise legal person with legal person status registered in accordance with Chinese law, carries out business activities in accordance with the law according to law and independently bears civil liabilities with its assets.

6.2. Party A is a person with full capacity for civil conduct and has the right to sign and perform the Agreement.

6.3. The transfer of the Target Share by Party A under the Agreement shall not (I) violate its articles of association or organization documents; (II) conflict with any agreement, contract and legal documents, or constitute any event of breach specified in its agreement, contract and legal documents; (III) violation of any laws, regulations, rules, or order, judgment or order of any competent authority.

6.4. Upon the Agreement is signed, Party A warrants that it will not transfer the Target Share under the Agreement to any other party, or sell, transfer, donate or otherwise dispose of any share or share in the Target Company, or will not undertake any obligations and responsibilities that conflict with its obligations and responsibilities hereunder.

6.5. Party A shall cooperate with Party B to jointly complete the relevant industrial and commercial change registration of the Target Share transfer within the time agreed herein, and amend the Articles of Association of the Target Company in accordance herein.

6.6. From the date of signing the Agreement to the date of registration of the change of Target Share to Party B, Party A shall maintain the normal and continuous operation of the Target Company based on the principle of acting in good faith.

Vii. Party B's guarantee

7.1. Party B is a legal enterprise established and existing in accordance with the laws of the People's Republic of China and has the ability to independently bear civil liabilities.

7.2. Party B's execution and performance of the Agreement is within the scope of its rights and business, and has obtained the relevant approval and authorization for the execution and performance of the Agreement, and does not violate the restrictions of binding or influential laws, articles of association or contracts.

7.3. The transfer of share under the Agreement shall not (I) violate its articles of association or organization documents; (II) conflict with any agreement, contract and legal documents, or constitute any event of breach specified in any agreement, contract and legal documents of Party B; (III) violation of any laws, regulations, rules, or order, judgment or order of any competent authority.

8. Confidentiality

8.1 Party A and Party B shall be obliged to keep confidential the Agreement and the matters related to the Agreement. Without the written consent of the other parties, neither party shall disclose any relevant matters of the Agreement to any third party other than the Agreement.

9. Effectiveness, alteration and supplement of the Agreement

9.1. the Agreement shall come into force upon being signed or sealed by both parties.

9.2. The contents of the Agreement may be changed in writing upon mutual agreement of both parties..

9.3. Matters not covered herein may be signed into a written supplementary agreement.

9.4. The modified content or supplementary agreement shall have the same legal effect as the Agreement. In case of any conflict between the modified content or supplementary agreement and the Agreement, the modified content or supplementary agreement shall prevail.

10. Termination

10.1. If the purpose of the Agreement cannot be realized, the parties shall have the right to unilaterally terminate the Agreement.

11. Liability for breach of contract

11.1 If either Party Breaches the Agreement, the breaching party shall promptly take any remedial measures and indemnify the non-breaching party for the corresponding losses incurred thereby.

11.2 Party A is not transfer Target Share to Party B or not by the Agreement with the Target Share transfer of change registration formalities, each overdue day, shall pay according to Party B shall pay penalty due to breach of contract, overdue up to 30 days or more, Party B has the right to terminate the Agreement, to refund all paid.

11.3 If Party A fails to transfer the Target Share to Party B as agreed herein or fails to cooperate with Party B in handling the industrial and commercial registration formalities for the transfer of the Target Share as agreed herein, it shall pay Party B liquidated damages equivalent to three-thousandth of the payment already paid by Party B for each day overdue. If the delay reaches 30 days or more, Party B shall have the right to terminate this Agreement and demand the refund of all the amount already paid.

12. Dispute settlement

Disputes related to the validity, performance, breach and termination of the Agreement shall be settled by the parties through friendly negotiation. If no agreement can be reached through negotiation, either party shall bring a lawsuit to the people's court at the place where the Agreement is signed for settlement.

13. Fragmentability

If any provision of the Agreement is invalid or unenforceable, unless the fundamental intent and meaning of the other part of the Agreement, the validity or enforceability of none of the other provisions of the Agreement, except that such invalid or unenforceable provision constitutes an integral part or any other provision part of it.

14 .Force majeure

14.1 Force majeure refers to the following events: wars, riots, strikes, epidemics (including COVID-19), fires, floods, earthquakes, storms, tides or other natural disasters, and all other factors and events that are unforeseeable or unpreventable and cannot be avoided or overcome by the parties hereto.

14.2 In case of force majeure, neither party shall be liable for any loss suffered by the other party due to its failure to perform or delay in performing its obligations hereunder. If the purpose of the contract cannot be achieved due to force majeure (delay in performance for more than 40 days), either party shall have the right to unilaterally terminate the Agreement and the losses caused thereby shall be borne by the parties themselves.

15. Notice and service

15.1 The contact address and contact information designated by the parties are shown in the appendix of this Contract.

15.2 Any notice, request, instruction or other document in connection with this Contract shall be sent at the address set aside in the attachment. If a party changes the reserved contact information, it shall notify the other parties within seven working days in advance. If either party fails to reserve contact information for the other parties, or the reserved contact information is incorrect, or fails to notify the other parties in time after the change of contact information, the sender shall not be liable for any delay or non-delivery.

15.3 Any notice, request, instruction or other document shall be made in writing and shall be deemed to have been delivered at the following time:

(1) If it is sent by hand, it is at the time of receipt of the receiver.

(2) If sent by fax or other wired transmission (confirmed receipt), when the sender's transmission system confirms that the transmission is successful.

(3) If sent by registered mail, to the city, it shall be deemed to have been served on the third day after mailing. Those sent to other parts of the country shall be deemed to have been served on the fourth day after mailing. Those sent to Hong Kong, Macao and Taiwan shall be deemed to have been delivered on the fifth day after mailing. If it is sent to other countries or regions abroad, the service shall be deemed on the seventh day after mailing.

(4) If sent to the city, it shall be deemed to be served on the second day after delivery. If it is sent to other parts of the country, it shall be deemed to have been served on the third day after delivery.

16. Other matters

16.1 The headings under the Agreement are provided for convenience only and shall not interpret the Agreement.

16.2 In order to successfully complete the registration procedures of industrial and commercial change of the Target Share Transfer, the parties shall, for the purpose of the Share Transfer Agreement shall not affect the binding effect of the parties of the terms of the Agreement nor of the rights and obligations under the Agreement; given the inconsistency between the Share Transfer Agreement and the provisions of the Agreement, the provisions of the Agreement shall prevail.

16.3 The annex hereto shall be performed together with the Agreement.

16.4 the Agreement is made in [two] originals, with Party A and Party B holding one copy each.

(This page is the signing page of the Share Transfer Agreement.)

the Agreement shall be signed by the parties below on the homepage of the Agreement:

Party A (seal):

Party A Representative (Signature or seal):

Party B (seal):

Party B's representative (signature or seal):

Party C (under seal):