PROSPECTUS AND PROXY STATEMENT

Special Meeting of Shareholders of
VALLEY RIDGE FINANCIAL CORP.
In Connection with an Offering of up to
1,585,590 Shares
of
CHOICEONE FINANCIAL SERVICES, INC.
Common Stock Without Par Value¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer¨ Accelerated filerþ  Non-accelerated filer¨ Smaller reporting companyþ Emerging Growth Company¨

If an emerging growth company, 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.¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The BoardRegistrant 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 Directorsthe Securities Act of Valley Ridge Financial Corp. ("Valley Ridge"1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PRELIMINARY — SUBJECT TO COMPLETION — DATED APRIL 29, 2020

PROXY STATEMENT AND PROSPECTUS

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

The board of directors of Community Shores Bank Corporation (“Community Shores”) is furnishing this Prospectusproxy statement and Proxy Statementprospectus and the accompanying form of proxy on or about September 15, 2006, as a proxy statement to theCommunity Shores shareholders of Valley Ridge to solicit proxies to vote at a special meeting of Valley Ridge'sCommunity Shores shareholders to be held on October 12, 2006,June 17, 2020 at 2:30 p.m. Eastern Time, and at any adjournments thereof. of the special meeting. The special meeting will be held via live webcast on the Internet in lieu of an in-person meeting. Shareholders who wish to attend the special meeting via live webcast may do so by visiting the special meeting website atwww.meetingcenter.io/248905143 and using the passcodeCSHB2020. Shareholders who attend the special meeting via live webcast will be able to participate, vote shares electronically and submit questions prior to and during the meeting as described in more detail in this proxy statement and prospectus.

At the special meeting, the shareholders of Valley RidgeCommunity Shores will be asked to consider and vote upon a proposal to approve an Agreement and Plan of Merger (the "Plan of Merger"(“merger agreement”) with ChoiceOne Financial Services, Inc. ("ChoiceOne"(“ChoiceOne”), pursuant to which Valley Ridge would be mergedCommunity Shores will merge with and into ChoiceOne (the "Merger"“merger”). The Plan of Merger has already been approved by ChoiceOne's board of directorsThis proxy statement and is not required to be submitted to its shareholders for approval.

          This Prospectus and Proxy Statement,prospectus, when delivered to shareholders of Valley Ridge,Community Shores, is also a prospectus of ChoiceOne relating to an offering of ChoiceOne Common Stock, without par value.common stock. This offering is made only to the holders of Valley Ridge Common Stock. (See "The Merger")Community Shores common stock.

Completion of the merger is subject to regulatory approval, approval of the merger agreement by Community Shores’ shareholders, and other customary closing conditions. If the Mergermerger is consummated,approved by the shareholders of Community Shores and all other conditions are satisfied, each share of Valley Ridge Common Stock which isCommunity Shores common stock outstanding immediately prior to the merger will be converted into the right to receive, at the election of each Community Shores shareholder, either (i) an amount of cash equal to either $5.00, (ii) 0.17162 shares of ChoiceOne common stock, or (iii) a combination thereof (the “merger consideration”), in each case subject to the limitation that the total number of shares of Community Shores common stock to be converted into shares of ChoiceOne common stock will equal not less than 50% and not more than 75% of the total outstanding shares of Community Shores common stock as of the effective time of the Merger will be converted into 8.5merger.

ChoiceOne common stock is listed on the NASDAQ Capital Market under the trading symbol “COFS.” On January 3, 2020, the date of the merger agreement, the closing price per share of ChoiceOne common stock was quoted as $31.54 on the OTC Pink Market. On April 28, 2020, the closing price per share of ChoiceOne common stock was $25.45. We urge you to obtain current market quotations for the shares of ChoiceOne Common Stock, subject to payment in cash for fractional shares. Pursuant tocommon stock.

Community Shores’ board of directors has unanimously determined that the Plan of Merger, Valley Ridgemerger is also permitted and expects to declare a special cash dividend equal to, in the aggregate, $10 million tobest interests of Community Shores and Community Shores’ shareholders, unanimously adopted the Valley Ridgemerger agreement, authorized the merger and the other transactions contemplated by the merger agreement, and unanimously recommends that Community Shores shareholders prior to closing (the "Special Dividend").

          The ChoiceOne Common Stock that will be issued to Valley Ridge's shareholders in connection with the Merger is traded in the over-the-counter bulletin board market. There is no well-established public trading market for ChoiceOne Common Stock and trading activity is infrequent.

Valley Ridge shareholders should see "Risk Factors" beginning on page 10 for a discussion of factors that they should consider with respect to the ChoiceOne Common Stock offered by this Prospectus and Proxy Statement. Consummation of the Merger is subject tovote “FOR” approval of the Plan of Merger by the shareholders of Valley Ridge, regulatory approvals and certain other conditions. (See "The Merger--Conditions to the Merger and Abandonment")

merger agreement. In the opinion of Donnelly Penman & Partners,ProBank Austin, the merger consideration to be offered and received in the Merger is fair, from a financial point of view, to the shareholders of Valley Ridge. (See "The Merger--Fairness Opinion of Donnelly Penman & Partners")Community Shores shareholders.

Your vote is important. ApprovalPlease submit your proxy as soon as possible regardless of the proposed Merger requires the affirmative vote of a majority of the outstanding shares of Valley Ridge Common Stock. Whetherwhether or not you expect to attend the meeting in person, please sign and date the enclosed Proxy and mail it promptlyparticipate in the enclosed envelope.virtual meeting.

Please read this proxy statement and prospectus carefully because it contains important information about the merger and the merger agreement. Read the risk factors beginning on page 21 carefully. You can also obtain additional information about ChoiceOne from documents that ChoiceOne has filed with the Securities and Exchange Commission at www.sec.gov.

The shares of ChoiceOne Common Stockcommon stock to be issued in connection with the Mergermerger are not deposits or savings accounts or other obligations of any bank or savings association, and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

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.

This Prospectus and Proxy Statement ChoiceOne common stock is dated September 14, 2006

AVAILABLE INFORMATION

          ChoiceOne is currently subject to the information and reporting requirementsinvestment risks, including possible loss of the Securities Exchange Act of 1934, as amended. ChoiceOne has filed a Registration Statement withvalue.

Neither the Securities and Exchange Commission (the "Commission") relatingnor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement and prospectus or determined if this proxy statement and prospectus is truthful or complete. Any representation to the ChoiceOne Common Stock offered in connection with the proposed Merger described in this Prospectuscontrary is a criminal offense.

This proxy statement and Proxy Statement. This Prospectus prospectus is dated [●], 2020

and Proxy Statement does not contain all of the information set forth in the Registration Statement, certain portions of which are omitted in accordance with the rules and regulations of the Commission. Reference is hereby madefirst being mailed to the Registration Statement and exhibits thereto for further informationCommunity Shores shareholders on or about ChoiceOne, Valley Ridge, and their respective securities. The Registration Statement is available athttp://www.sec.gov. Valley Ridge shareholders can also obtain copies of all or part of the Registration Statement upon written or oral request directed to Thomas Lampen, Tr easurer, ChoiceOne Financial Services, Inc.[●], 109 East Division, Sparta,2020.

Community Shores Bank Corporation

1030 W. Norton Avenue

Muskegon, Michigan 49345, (616) 887-7366. A shareholder making such a request must request the information at least five business days prior to the date they must make their investment decision to ensure timely delivery. Accordingly, the deadline for a Valley Ridge shareholder to make a request is October 5, 2006.

VALLEY RIDGE FINANCIAL CORP.(231) 780-1800

450 W. Muskegon
Kent City, Michigan 49330

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 17, 2020

To the shareholdersShareholders of Valley Ridge Financial Corp.:Community Shores Bank Corporation:

          AWe are pleased to invite you to attend the special meeting of shareholders of Valley Ridge Financial Corp.Community Shores Bank Corporation, a Michigan corporation (“Community Shores”), which will be held on June 17, 2020 at Moss Ridge Golf Club, 13545 Apple Avenue, Ravenna, Michigan,2:30 p.m. Eastern Time. The special meeting will be held via live webcast on October 12, 2006the Internet in lieu of an in-person meeting. Shareholders who wish to attend the special meeting via live webcast may do so by visiting the special meeting website at 10:00 a.m. local time,www.meetingcenter.io/248905143 and using the passcodeCSHB2020. Shareholders who attend the special meeting via live webcast will be able to participate, vote shares electronically and submit questions prior to and during the meeting as described in more detail in this proxy statement and prospectus.

The special meeting is being held forthe following purposes:

 1.          To consider and vote upon a proposal to approve an

          2.          ToWe will also transact such other business as may properly come before the special meeting or any adjournment of the special meeting.

The BoardCommunity Shores board of Directorsdirectors has establishedfixed the close of business on September 1, 2006,April 24, 2020 as the record date for the determinationspecial meeting. Only Community Shores shareholders of shareholdersrecord at that time are entitled to receive notice of, and to vote at, the special meeting andor any adjournment thereof. Shareholders of Valley Ridge are entitledthe special meeting.

The Community Shores board of directors has unanimously adopted the merger agreement and authorized and approved the merger and the transactions contemplated thereby, and unanimously recommends that Community Shores shareholders vote “FOR” the proposal to assert dissenters' rightsapprove the merger agreement and “FOR” the adjournment proposal.

Your vote is very important. Whether or not you expect to attend the special meeting via live webcast, please vote your shares as promptly as possible by (i) visiting the internet site listed on the proxy, (ii) calling the toll-free number listed on the proxy, or (iii) submitting your proxy by mail by using the provided self-addressed, stamped envelope.

The enclosed proxy statement and prospectus provides a detailed description of the merger and the merger agreement and the other matters to be considered at the special meeting. We urge you to carefully read the proxy statement and prospectus, including any documents incorporated by reference and the Annexes in their entirety.

If you have any questions concerning the merger or the proxy statement and prospectus, would like additional copies, or need help voting your shares of Community Shores common stock, please contact me at (231) 780-1800.

[●], 2020

Muskegon, Michigan

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT AND PROSPECTUS

This proxy statement and prospectus, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (referred to as the “SEC”) by ChoiceOne, constitutes a prospectus of ChoiceOne under Section 5 of the Michigan Business CorporationSecurities Act ("MBCA"of 1933, as amended (referred to as the “Securities Act”), with respect to the Merger as providedshares of ChoiceOne common stock to be offered to Community Shores shareholders in and in complianceconnection with the provisionsmerger. This proxy statement and prospectus also constitutes a proxy statement for Community Shores and a notice of meeting with respect to the special meeting of Community Shores shareholders.

You should rely only on the information contained in or incorporated by reference into this proxy statement and prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement and prospectus. You should not assume that the information contained in this proxy statement and prospectus is accurate as of any date other than the date of this proxy statement and prospectus. You should not assume that the information incorporated by reference into this proxy statement and prospectus is accurate as of any date other than the date of the MBCA.incorporated document. Neither the mailing of this proxy statement and prospectus to Community Shores shareholders nor the issuance by ChoiceOne of shares of common stock pursuant to the merger will create any implication to the contrary.

This proxy statement and prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation. Information contained in this proxy statement and prospectus regarding ChoiceOne has been provided by ChoiceOne and information contained in this proxy statement and prospectus regarding Community Shores has been provided by Community Shores.

All references in this proxy statement and prospectus to “ChoiceOne” refer to ChoiceOne Financial Services, Inc. All references in this proxy statement and prospectus to “Community Shores” refer to Community Shores Bank Corporation. All references in this proxy statement and prospectus to “we,” “our,” and “us” refer to ChoiceOne and Community Shores collectively, unless otherwise indicated or as the context requires.

ADDITIONAL INFORMATION

This proxy statement and prospectus references important business and financial information about ChoiceOne and Community Shores from other documents that are not included in or delivered with this proxy statement and prospectus. You can obtain any of the documents filed with the SEC by ChoiceOne at no cost from the SEC’s website at www.sec.gov. You can also obtain those documents referenced in this proxy statement and prospectus free of charge by requesting copies in writing or by telephone from ChoiceOne or Community Shores, as applicable, at the respective address or telephone number below:

September 15, 2006

YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO
ATTEND THE MEETING, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY PROMPTLYInvestors may also visit ChoiceOne’s website, www.choiceone.com, or Community Shores’ website, www.communityshores.com, for more information about ChoiceOne or Community Shores, respectively..

If you would like to request any documents, please do so by June 10, 2020 in order to receive them before the special meeting.

For a more detailed description of the information incorporated by reference in this proxy statement and prospectus and how you may obtain it, see “Where You Can Find More Information” beginning on page 84.

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:		Why is my vote important?
A:		If you do not return your proxy card at or prior to the special meeting, itand abstentions will have the same effect as a vote against the Mergerthis proposal.
Q:	The adjournment proposal requires the affirmative vote of a majority of the votes cast on the proposal at the special meeting. Failures to vote and abstentions will have no effect on the vote for the proposal.
Q:	How does the Community Shores board of directors recommend that Community Shores shareholders vote?
A:	The Community Shores board of directors unanimously recommends that Community Shores shareholders vote “FOR” the proposal to approve the merger agreement and “FOR” the adjournment proposal.
Q:	How do I vote if I am a shareholder of record?
A:	If you were a record holder of Community Shores common stock at the close of business on April 24, 2020, the record date for the special meeting, you may vote electronically while attending the special meeting via live webcast, or you may authorize a proxy to vote by:

PROSPECTUS AND PROXY STATEMENTCommunity Shores Bank Corporation

Special Meeting1030 W. Norton Avenue

Muskegon, Michigan 49441

(231) 780-1800

Attention: Tracey A. Welsh

SUMMARY

This summary highlights selected information from this proxy statement and prospectus. It may not contain all of Shareholdersthe information that is important to you. For a more complete understanding of the merger between ChoiceOne and Community Shores, we urge you to carefully read and consider this entire document, the merger agreement (attached as Annex A to this proxy statement and prospectus and incorporated herein by reference), and the other documents to which we refer you or that incorporate by reference into this proxy statement and prospectus.

VALLEY RIDGE FINANCIAL CORP.
450 W. Muskegon
Kent City, Michigan 49330
(616) 678-5911The Companies

To vote to approve
an Agreement and Plan of Merger
involving an Offering of Common Stock, without par value, ofChoiceOne

CHOICEONE FINANCIAL SERVICES, INC.

INTRODUCTION AND SUMMARY

Introduction

ChoiceOne Financial Services, Inc. ("

109 East Division

Sparta, Michigan 49345

(616) 887-7366

ChoiceOne") is a financial holding company incorporated in Michigan in February 1986 and Valley Ridge Financialheadquartered in Sparta, Michigan. ChoiceOne’s business is concentrated in the banking industry segment. ChoiceOne’s common stock is currently listed on the NASDAQ Capital Market under the trading symbol “COFS.”

As of December 31, 2019, ChoiceOne had consolidated total assets of $1.4 billion, total loans of $856.2 million, total deposits of $1.2 billion, and total shareholders’ equity of $192.1 million.

County Bank Corp. ("Valley Ridge"(“County”), the holding company for Lakestone Bank & Trust, merged with and into ChoiceOne effective as of October 1, 2019 (the “County merger”). As a result of the County merger, Lakestone Bank & Trust became a wholly-owned subsidiary of ChoiceOne. ChoiceOne expects to consolidate Lakestone Bank & Trust with and into ChoiceOne Bank, with ChoiceOne Bank surviving the consolidation, in the second quarter of 2020.

ChoiceOne conducts substantially all of its operations through its subsidiaries, ChoiceOne Bank and Lakestone Bank & Trust. ChoiceOne Bank operates 14 offices in parts of Kent, Ottawa, Muskegon, and Newaygo counties. Lakestone Bank & Trust operates 15 offices in parts of Lapeer, Macomb, and St. Clair counties.

More information about ChoiceOne is available by visiting the “Investor Relations” section of its website at www.choiceone.com. Information contained on ChoiceOne’s website does not constitute part of, and is not incorporated by reference into, this proxy statement and prospectus. For a complete description of ChoiceOne’s business, financial condition, results of operations, and other important information, please refer to ChoiceOne’s filings with the SEC that are furnishingincorporated by reference into this Prospectusdocument. For instructions on how to find copies of these documents, see “Where You Can Find More Information” beginning on page 84.

Community Shores

Community Shores Bank Corporation

1030 W. Norton Avenue

Muskegon, Michigan 49441

(231) 780-1800

Community Shores is a financial holding company incorporated in Michigan in July 1998 and Proxy Statementheadquartered in Muskegon, Michigan. Community Shores’ business is concentrated in the banking industry segment. Community Shores’ common stock trades on the OTC Pink Market under the symbol “CSHB.”

As of December 31, 2019, Community Shores had total assets of $202.2 million, total loans of $153.5 million, total deposits of $181.5 million, and total shareholders’ equity of $15.0 million. Community Shores conducts substantially all of its operations through its wholly-owned subsidiary bank, Community Shores Bank. Community Shores Bank’s primary market area lies within Muskegon and northern Ottawa counties in Michigan. As of December 31, 2019, Community Shores Bank operated four full-service offices to serve these markets.

More information about Community Shores is available by visiting Community Shores’ website at www.communityshores.com. Information contained on Community Shores’ website does not constitute part of, and

The Merger (see page 31)

Effects of the Merger (see page 31)

Subject to the terms and conditions of the merger agreement, as of the effective time of the merger, Community Shores will be merged with and into ChoiceOne, the separate corporate existence of Community Shores shall cease, and ChoiceOne shall be the surviving corporation of the merger. The consolidation of Community Shores Bank with and into ChoiceOne Bank is expected to occur in the second half of 2020.

Upon completion of the merger, each share of Community Shores common stock outstanding immediately prior to the merger will be converted into the right to receive, at the election of each Community Shores shareholder, either (i) an amount of cash equal to $5.00 (the “cash consideration per share”), (ii) 0.17162 shares of ChoiceOne common stock (the “stock consideration per share”), or (iii) a combination thereof, plus cash in lieu of any fractional share, in each case subject to the limitation that the total number of shares of Community Shores common stock to be converted into shares of ChoiceOne common stock will equal not less than 50% and not more than 75% of the total outstanding shares of Community Shores common stock as of the effective time of the merger.

See “The Merger Agreement – Merger Consideration” on page 51 for a more complete discussion of the merger consideration to be paid in the merger.

Community Shores’ Reasons for the Merger and Recommendation of the Community Shores Board of Directors (page 34)

Over a period of several months, the board of directors of Community Shores carefully evaluated the strategic options available for continued growth of the organization for the benefit of its shareholders, customers and employees. As a result of this process, the board determined the best course of action was to retain ProBank Austin to conduct a confidentially-marketed sale of Community Shores. The board obtained competitive bids from seven financial institutions. Ultimately, in the judgment of the board, ChoiceOne’s proposal surpassed the others in terms of economic return to its shareholders and the accompanying formcontinued commitment to excellence in community banking for the benefit of proxy on or about September 15, 2006, to record holders of Valley Ridge common stock, without par value ("Valley Ridge Common Stock"), on September 1, 2006. its customers and employees.

ChoiceOne’s Reasons for the Merger (see page 36)

The board of directors of Valley RidgeChoiceOne supports the merger and believes that it is soliciting proxies from its shareholders to vote at a special meetingin the best interests of Valley Ridge shareholders, to be held on October 12, 2006 at Moss Ridge Golf Club, 13545 Apple Avenue, Ravenna, Michigan at 10:00 a.m., and at any adjournments thereof. In this Prospectus and Proxy Statement, ChoiceOne and Valley Ridge are each sometimes referred to as a "Corporation" and collectively as the "Corporations," and the combined surviving corporation is sometimes referred to as the "Combined Organization."

          The purpose of the special meeting of Valley Ridge's shareholders is to consider and vote on approval of the Agreement and Plan of Merger (the "Plan of Merger") attached asAppendix A to this Prospectus and Proxy Statement. The Plan of Merger provides forits shareholders. In adopting the merger of Valley Ridge with and intoagreement, the ChoiceOne (the "Merger"). Under the Plan of Merger, each share of Valley Ridge Common Stock that is outstanding immediately prior to the effective time of the Merger will be converted into 8.5 shares of ChoiceOne common stock, without par value ("ChoiceOne Common Stock"), subject to payment in cash for fractional shares. In addition, the Plan of Merger permits Valley Ridge's board of directors consulted with members of ChoiceOne management and with ChoiceOne’s legal and financial advisors, and also considered a number of factors that the ChoiceOne board of directors viewed as supporting its decisions, including, among other factors, the fact that the merger will allow ChoiceOne to declareexpand its operations within Ottawa county and into Muskegon county in western Michigan and the expectation that the merger will result in approximately 7% to 10% earnings per share accretion when fully phased in and a one-time special dividend equaltangible book value earn-back period of approximately 3 years.

The Community Shores board of directors unanimously recommends that Community Shores shareholders vote “FOR” the proposal to approve the merger agreement and “FOR” the adjournment proposal.

Fairness Opinion of Community Shores’ Financial Advisor in Connection with the aggregate, $10,000,000 (the "Special Dividend"). BasedMerger (see page 37)

In connection with the adoption of the merger agreement, Community Shores’ financial advisor, ProBank Austin, delivered a written opinion, dated January 3, 2020, to the Community Shores board of directors, that based upon and subject to the 184,495 shares of Valley Ridge Common Stock outstandinganalysis and qualifications set forth therein, as of the date of the Plan of Merger and assuming that all ofopinion, the 2,045 outstand ing stock options for Valley Ridge Common Stock are exercised prior to the record date for the Special Dividend, the Special Dividend would equal approximately $53.60 per share. Each share of ChoiceOne Common Stock that is outstanding immediately prior to the effective time of the Merger will remain outstanding after the Merger. Donnelly Penman & Partners ("Donnelly Penman") has rendered a written opinion that themerger consideration to be offered and received inby the Mergerholders of Community Shores common stock pursuant to the merger is fair, from a financial point of view, to the shareholdersholders of Valley Ridge. See "Community Shores common stock. The Merger--Fairness Opinion of Donnelly Penman & Partners." Approvalfull text of the Planopinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review

undertaken by ProBank Austin in preparing the opinion, is attached as Annex B to this proxy statement and prospectus.The opinion was for the information of, and was directed to, the Community Shores board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of Community Shores to engage in the merger or enter into the merger agreement or constitute a recommendation to the Community Shores board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Community Shores common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter.

Interests of Certain Community Shores Directors and Executive Officers in the Merger requires(see page 45)

In considering the recommendation of the Community Shores board of directors that Community Shores shareholders vote to approve the proposals set forth in this proxy statement and prospectus, Community Shores shareholders should be aware that Community Shores’ directors and executive officers have interests in the merger that are different from, or in addition to, those of Community Shores’ shareholders generally. The Community Shores board of directors was aware of and considered these interests, among other matters, in evaluating the merger agreement and the merger and in recommending that its shareholders approve the proposals set forth in this proxy statement and prospectus.

Voting Required for Approval; Voting Agreements (see page 49)

The affirmative vote of the holders of a majority of the outstanding shares of Valley Ridge Common Stock. (See "The Merger") It is not anticipated that any other matter will come before the special meeting. A majority of the issued and outstanding shares of Valley Ridge Common Stock represented in person or by proxy is required to constitute a quorum for the transaction of business at the special meeting of Valley Ridge's shareholders. As of August 25, 2006, directors and executive officers of Valley Ridge and their affiliates beneficially owned 29.40% of the outstanding shares of Valley Ridge Common Stock.

          ChoiceOne's board of directors unanimously voted to approve the Plan of Merger at its April 25, 2006, meeting. Valley Ridge's board of directors unanimously voted to approve the Plan of Merger at its April 25, 2006, meeting. (See "Voting and Management Information--Interests of Certain Persons.")

THE BOARD OF DIRECTORS OF VALLEY RIDGE UNANIMOUSLY
RECOMMENDS A VOTE FOR APPROVAL OF THE PLAN OF MERGER.

The Companies

ChoiceOne Financial Services, Inc.
109 East Division
P.O. Box 186
Sparta, Michigan 49345-0186
(616) 887-7366

          ChoiceOne is a Michigan corporation and bank holding company headquartered in Sparta, Michigan. ChoiceOne is the parent company of ChoiceOne Bank ("ChoiceOne Bank"). ChoiceOne Bank is the parent company of ChoiceOne Insurance Agencies, Inc. and ChoiceOne Mortgage Company of Michigan. ChoiceOne Bank also owns a 20% interest in West Shore Computer Services, Inc., a data processing company. ChoiceOne Bank operates 5 banking offices located in Sparta, Rockford, Comstock Park and Cedar Springs, Michigan. At June 30, 2006, ChoiceOne Bank had assets of $249.3 million, deposits of $188.0 million, and a net loan portfolio of $181.5 million, and its assets represented 99% of ChoiceOne's consolidated assets. At June 30, 2006, ChoiceOne, on a consolidated basis, had shareholders' equity of $22.1 million.

          ChoiceOne and ChoiceOne Bank are engaged in the business of commercial banking and other related activities. ChoiceOne Bank is a full service bank offering customary commercial banking services, which include mortgage banking, commercial and retail loans, business and personal checking accounts, savings and individual retirement accounts, time deposit instruments, automated transaction machine services, money transfer services, and safe deposit facilities. ChoiceOne's principal markets for financial services presently are the Michigan communities in which ChoiceOne Bank's offices are located and the areas immediately surrounding those communities.

          ChoiceOne has authorized capitalCommunity Shores common stock consisting of 4,000,000 shares of ChoiceOne Common Stock, of which 1,660,974 shares were issued and outstanding on August 25, 2006, and 100,000 shares of preferred stock, none of which were issued or outstanding as of August 25, 2006. As of August 25, 2006, there were 606 record holders of shares of ChoiceOne Common Stock. ChoiceOne Bank's deposits are insured by the Federal Deposit Insurance Corporation ("FDIC"), subject to applicable limitations. ChoiceOne Bank is a member of the Federal Reserve System.

          Upon consummation of the Merger, ChoiceOne would have approximately 3,246,564 shares issued and outstanding. This is based upon a conversion ratio for Valley Ridge Common Stock (8.5), as applied to the 186,540 shares of Valley Ridge Common Stock outstanding as of August 25, 2006, added to the 1,660,974 shares of ChoiceOne Common Stock outstanding as of August 25, 2006. The actual number of shares outstanding may vary in the event that either ChoiceOne or Valley Ridge issue stock pursuant to the exercise of stock options or if ChoiceOne issues common stock pursuant to its dividend reinvestment plan, or other director or employee benefit plans. ChoiceOne is a reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is required to file reports containing financial and certain other information with the Securities and Exchange Commission (the "Commission").

Valley Ridge Financial Corp.
450 W. Muskegon
Kent City, Michigan 49330
(616) 678-5911

          Valley Ridge is a Michigan corporation and bank holding company headquartered in Kent City, Michigan. Valley Ridge is the parent company of Valley Ridge Bank ("Valley Ridge Bank"). Valley Ridge Bank is the parent company of Valley Ridge Mortgage Company, Valley Ridge Financial Services, Inc. and Valley Ridge Realty, Inc. Valley Ridge Bank also owns a 20% interest in West Shore Computer Services, Inc., a data processing company. Valley Ridge Bank operates 9 banking offices located in Kent City, Fremont, Ravenna, Coopersville, Grant, Sparta, Muskegon, Newaygo and White Cloud, Michigan. At June 30, 2006, Valley Ridge had assets of $214.1 million, deposits of $170.4 million, a net loan portfolio of $146.2 million, and shareholders' equity of $21.1 million.

          Valley Ridge and Valley Ridge Bank are engaged in the business of commercial banking and other related activities. Valley Ridge Bank is a full service bank offering customary commercial banking services, which include mortgage banking, commercial and retail loans, business and personal checking accounts, savings and individual retirement accounts, time deposit instruments, automated transaction machine services, money transfer services, and safe deposit facilities. Valley Ridge's principal markets for financial services presently are the Michigan communities in which Valley Ridge Bank's offices are located and the areas immediately surrounding those communities.

          Valley Ridge has authorized capital stock consisting of 1,500,000 shares of Valley Ridge Common Stock, of which 184,870 shares were issued and outstanding on August 25, 2006. As of August 25, 2006, there were 282 record holders of shares of Valley Ridge Common Stock. Valley Ridge Bank's deposits are insured by the FDIC, subject to applicable limitations. Valley Ridge Bank is a member of the Federal Reserve System.

Summary of Certain Aspects of the Merger

          Valley Ridge shareholders should consider the following summary in conjunction with the more detailed information appearing elsewhere in this Prospectus and Proxy Statement. See "The Merger."

Background of the Merger. In late 2005, Richard L. Edgar, the President of Valley Ridge, contacted James A. Bosserd, the President of ChoiceOne, to explore the possibility of enhancing shareholder value for both organizations through an affiliation of ChoiceOne and Valley Ridge. Following preliminary discussions between Mr. Edgar and Mr. Bosserd, the board of directors of ChoiceOne submitted a proposal to Valley Ridge under which the two Corporations would merge. Valley Ridge's board of directors determined that ChoiceOne's proposal presented an excellent opportunity for enhancing shareholder value while preserving involvement in the Combined Organization of members of the communities served by Valley Ridge and ChoiceOne. After an exchange of information and preliminary negotiations, ChoiceOne and Valley Ridge entered into the Plan of Merger on April 25, 2006, following approval of the Plan of Merger by their respective boards of directors. ChoiceOne's board of directors and Valley Ridge's board of directors, and their respective representatives, negotiated the conversion ratio and other terms of the Plan of Merger on an arm's-length basis. The boards of directors of both ChoiceOne and Valley Ridge view the proposed Merger as a strategic merger of the two Corporations into the Combined Organization, not a purchase of Valley Ridge by ChoiceOne, and the transaction has been negotiated and structured accordingly.

Consideration to be Received in the Merger. If the Merger is consummated, Valley Ridge will be merged with and into ChoiceOne. The surviving corporation will be ChoiceOne. The surviving corporation will own Valley Ridge Bank and all of the other assets of Valley Ridge as well as ChoiceOne Bank and all of the assets of ChoiceOne.

          Each share of Valley Ridge Common Stock outstanding at the time the Merger becomes effective will be converted into 8.5 shares of ChoiceOne Common Stock, subject to payment in cash for fractional shares. In the event that the number of shares of Valley Ridge Common Stock is greater than 184,495 for any reason other than as the result of the issuance of up to 2,045 shares of Valley Ridge Common Stock pursuant to the exercise of stock options that existed as of the date of the Plan of Merger, then the conversion ratio shall be adjusted accordingly. In addition, Valley Ridge is permitted under the Plan of Merger to declare a one-time special cash dividend to the Valley Ridge shareholders that equals, in the aggregate, $10,000,000 (the "Special Dividend"). Based upon the 184,495 shares of Valley Ridge Common Stock outstanding on the date of the Plan of Merger and assuming that all of the 2,045 outstanding stock options for Valley Ridge Common Stock are exercised prior to the record date for the Special Dividend, this would equal approximately $53.60 per share.

          Pursuantspecial meeting is required to approve the Planmerger agreement. Because the required vote of Merger, both Valley Ridge and ChoiceOne may declare and pay cash dividends uponCommunity Shores shareholders on the merger agreement is based on the number of outstanding shares of theirCommunity Shores common stock quarterly at a rate, in a manner, on dates and with respect to record dates consistent with their respective past practices. However, Valley Ridge is required by the Plan of Merger to adjust the record date for its regularly scheduled dividend with respect to the period in which the Merger will become effective if necessary to assure that Valley Ridge shareholders receive one and only one dividend (besides the Special Dividend) payable in, or with a record date occurring in, the quarter in which the Merger becomes effective.

          ChoiceOne will not issue fractional shares of ChoiceOne Common Stock in the Merger. A Valley Ridge shareholder who would otherwise be entitled to receive a fraction of a share of ChoiceOne Common Stock in the Merger will receive instead an amount of cash determined by multiplying that fraction by $18.00.

ChoiceOne Common Stock. Holders of ChoiceOne Common Stock are entitled to dividends out of funds legally available for that purpose when, as, and if declared by the board of directors. Each holder of ChoiceOne Common Stock is entitled to one vote, for each share heldrather than on each matter submitted for shareholder action. ChoiceOne Common Stock has no preemptive rights, cumulative voting rights, conversion rights or redemption provisions.

          In the case of any liquidation, dissolution or winding up of the affairs of ChoiceOne, holders of ChoiceOne Common Stock will be entitled to receive, pro rata, any assets distributable to common shareholders in proportion to the number of shares held by them.

          All outstanding shares of ChoiceOne Common Stock are, and sharesactually voted, a failure to be issued pursuant tovote or abstention will have the Merger will be, when issued, fully paid and nonassessable.

          ChoiceOne's Restated Articles of Incorporation and Bylaws,same practical effect as well as the Michigan Business Corporation Act (the "MBCA"), contain provisions designed to protect shareholders' rights, which could have an effect of delaying, deferring or preventing a change in control of ChoiceOne, including without limitation the classification of ChoiceOne's board of directors into three classes, with each class serving a staggered, three-year term. (See "The Merger--Provisions Affecting Control of ChoiceOne.")

Fairness Opinion. The board of directors of Valley Ridge has engaged Donnelly Penman to render its opinion on the consideration to be received in the Merger. Donnelly Penman has rendered an opinion to the effect that the consideration to be offered and received in the Merger is fair from a financial point of view to the shareholders of Valley Ridge. The opinion of Donnelly Penman is attached as Appendix B to this Prospectus and Proxy Statement. For a more detailed description of this opinion, see "The Merger--Fairness Opinion of Donnelly Penman & Partners."

Consummationvote against approval of the Merger. Consummation of the Merger is subject to certain conditions, including among others that the shareholders of Valley Ridge approve the Plan of Merger, that necessary regulatory approvals be obtained, that no proceeding seeking to prevent the Merger be pending or threatened, that ChoiceOne and Valley Ridge obtain various ancillary certificates, opinions and agreements, and that holders of not more than 10% of the outstanding shares of Valley Ridge Common Stock shall have asserted dissenters' rights with respect to their shares under Section 762 of the MBCA. At any time prior to the effective time of the Merger, the boards of directors of ChoiceOne and Valley Ridge may by mutual consent abandon the Merger. In addition, for certain specified reasons the board of directors of either ChoiceOne or Valley Ridge may abandon the Merger. (See "merger agreement. The Merger--Conditions to the Merger and Abandonment.")

          It is expected that the closing of the Merger will occur, and the Merger will become effective, on or before November 30, 2006.

Vote Required. Pursuant to the MBCA, the vote of the shareholders of ChoiceOne is not required to approve the Plan of Merger. Pursuant to the MBCA, the affirmative vote of the holders of a majority of the outstanding shares of Valley Ridge Common Stock is required to approve the Plan of Merger. The board of directors of Valley Ridge has fixed September 1, 2006, as the record date (the "Record Date") for purposes of determining those shareholders who will be entitled to votevotes cast at the special meeting is necessary to approve the adjournment proposal. A failure to vote or abstention will have no effect on this proposal.

At the close of Valley Ridge shareholders to be held on October 12, 2006. Each share of Valley Ridge Common Stock will entitle the holder of recordbusiness on the Record Date to one vote on each matter submittedrecord date for shareholder action at the shareholders' meeting. As of August 25, 2006, Valley Ridge'sspecial meeting, Community Shores directors, and executive officers, and their affiliates held 29.40% of the outstandingwere entitled to vote 2,647,248 shares of Valley Ridge Common Stock. (See "Voting and Management Information--InterestsCommunity Shores common stock, or approximately 64.1% of C ertain Persons.") Therefore, if allCommunity Shores common stock outstanding on that date. Community Shores’ directors and executive officerscertain other shareholders have entered into a voting agreement with ChoiceOne, in their capacities as shareholders of Valley Ridge andCommunity Shores, obligating them to vote their affiliates vote the shares beneficially owned by them in favor of approvalthe merger agreement. At the close of business on the Plan of Merger, the affirmative vote of only an additional 20.61% of the outstanding shares of Valley Ridge Common Stock would be required to approve the Plan of Merger.

          As of the Record Daterecord date for the special meeting, the directors and certain other shareholders of Valley Ridge shareholders, thereCommunity Shores who are parties to the voting agreement with ChoiceOne were 184,870entitled to vote 2,647,248 shares of Valley Ridge Common StockCommunity Shores common stock, or approximately 64.1% of Community Shores common stock outstanding held by 282 shareholders of record.on that date.

Regulatory Approvals. Completion ofNo Dissenters’ Rights in the Merger is subject(see page 30)

Neither the holders of ChoiceOne common stock nor the holders of Community Shores common stock are entitled to dissenters’ rights in connection with the approvalmerger under Michigan law or otherwise.

Regulatory Approval Required for the Merger (see page 48)

Approval of the Board of Governors of the Federal Reserve System (the "(“Federal Reserve Board"Board”). The Merger is required to complete the merger. Approval has not yet been obtained. While ChoiceOne and Community Shores expect to obtain all required regulatory clearances, we cannot assure you that these regulatory clearances will be completed for a periodobtained or that the granting of 30 days afterthese regulatory clearances will not involve the dateimposition of additional conditions on the completion of the Federal Reserve Board's final approval unlessmerger or require changes to the Departmentterms of Justice shortens this periodthe merger agreement. These conditions or changes could result in the conditions to 15 days. During this period, the United States Department of Justice may review the competitive effectsmerger not being satisfied.

Conditions to Completion of the Merger (see page 64)

The obligations of ChoiceOne and Community Shores to determine whether it will take actioncomplete the merger are subject to block the Merger. The applications to obtain such approval have been filed with the Federal Reserve Board assatisfaction of outstanding conditions, including:

• the date of this Prospectus and Proxy Statement. Although we do not know of any reason why we could not obtain these regulatory approvals in a timely manner, we cannot be certain when or if we will obtain them.

  Dissenters' Rights. Under the provisions of Section 762 of the MBCA, any Valley Ridge shareholder may dissent from the proposed Merger and be paid the "fair value" of his or her shares if the Plan of Merger is approved by the shareholders of Valley Ridge and the proposed Merger is completed by complying with the procedures set forth in Sections 761 through 774 of the MBCA. To be entitled to payment of the fair value of shares of Valley Ridge Common Stock, a shareholder of Valley Ridge must not vote for approval of the Planmerger agreement by holders of Merger at the special meeting of shareholders and must deliver written notice of dissent to Valley Ridge at or before the special meeting. A shareholder may not dissent as to less than all of the shares of Valley Ridge Common Stock beneficially owned by him or her. A dissenting shareholder must also submit a written demand for payment, accompanied by certain representations and his or her stock certificates, to Valley Ridge within 30 d ays (or such longer period up to 60 days as may be permitted by the applicable Corporation) after notice is given to the shareholder of approval of the Plan of Merger. See "Rights of Dissenting Shareholders." If dissenters' rights are asserted with respect to more than 10%majority of the outstanding shares of Valley Ridge Common Stock, either CorporationCommunity Shores common stock;

• the declaration of effectiveness by the SEC of the registration statement of which this proxy statement and prospectus forms a part, which registration statement must not be subject to any stop order or proceedings initiated or threatened by the SEC for such purpose;
• the absence of any order, injunction, or decree issued by any court or agency of competent jurisdiction, or any other legal restraint or prohibition, preventing consummation of the merger, and the absence of any law, regulation, order or decree prohibiting or making illegal the consummation of the merger; and
• the receipt and effectiveness of all required regulatory approvals, the expiration of all statutory notice and waiting periods in respect of such regulatory approval, and the absence of any condition or restriction in connection with any such regulatory approval that would have a material adverse effect on ChoiceOne as the surviving corporation.

Additionally, the obligations of ChoiceOne to complete the merger are subject to the satisfaction of outstanding conditions, including:

• Community Shores has charged off loans and maintained its allowance for loan and lease losses in conformity with prior practice and has not reversed any portion of its allowance for loan and lease losses into income with the effect of increasing Community Shores’ consolidated shareholders’ equity (as defined in the merger agreement); and
• Community Shores’ consolidated shareholders’ equity (as defined in the merger agreement) is at least $14,500,000 as of the “final statement date” (defined as the last day of the month preceding the date on which all regulatory approvals and the approval of Community Shores shareholders has been obtained).

Furthermore, each of ChoiceOne’s and Community Shores’ obligations to effect the merger is subject to the satisfaction or waiver of additional conditions relating to the accuracy of the other party’s representations and warranties, the performance of the other party’s covenants, the absence of a material adverse effect on the other party and certain other matters.

Termination of the Merger Agreement (see page 66)

ChoiceOne and Community Shores may mutually agree to terminate the merger agreement at any time, notwithstanding approval of the merger agreement by Community Shores’ shareholders. Either company may also terminate the merger agreement if the merger is not consummated on or before September 30, 2020, if Community Shores’ shareholders do not approve the merger agreement, and in certain other circumstances, in each case subject to certain exceptions. In addition, Community Shores may terminate the Planmerger agreement to enter into a definitive agreement with respect to a superior proposal, and in certain other circumstances, subject to certain conditions and the payment of Merger and abandon the Merger. Shareholdersa termination fee of Valley Ridge who do not want to vote in favor of approval of the Plan of Merger, but who also do not wish to perfect dissenters' rights pursuant to the MBCA, would continue to have the ability to sell their shares in the open market until the Merger becomes effective if approved.$877,724.

          Shareholders of Valley Ridge who would like to assert dissenters' rights may send a written notice of dissent to Mr. Richard L. Edgar, Valley Ridge Financial Corp., 450 W. Muskegon, Kent City, Michigan 49330.

Material U.S. Federal Income Tax Consequences. As a condition precedent to consummation of the Merger (see page 74)

ChoiceOne and Valley Ridge must each receive an opinion from ChoiceOne's legal counsel regardingCommunity Shores expect the merger to qualify as a “reorganization” for U.S. federal income tax consequencespurposes. If the merger qualifies as a reorganization, then, in general, holders of the Merger. Such opinion of ChoiceOne's counsel must be substantially to the effect, among other matters, that Valley Ridge shareholdersCommunity Shores common stock who exchange their Community Shores common stock for ChoiceOne common stock will not recognize any gain or loss for U.S. federal income tax purposes upon that exchange. Community Shores shareholders, however, may have taxable income by reason of receiving shares of ChoiceOne Common Stock in the Merger (exceptgain or loss with respect to the extent of cash received in lieu of fractional shares), and thatexchange for their shares of ChoiceOne Common StockCommunity Shores common stock

and/or taxable gain or loss that Valley Ridge shareholders receive in the Merger will have the same basis and holding period as the respective shares of Valley Ridge Common Stock surrendered in exchange therefor. Cash received by Valley Ridge shareholdersmay result from the Special Dividend andreceipt of cash in lieu of fractional shares of ChoiceOne Common Stockcommon stock that the Community Shores shareholders would otherwise be entitled to receive.

The U.S. federal income tax consequences described above may not apply to all holders of Community Shores common stock. Your tax consequences will be taxable. (See "depend on your individual situation. You are urged to consult your own tax advisor regarding the particular consequences to you of the merger.

Price and Equivalent Price of Securities

The Merger--Federal Income Tax Consequencestable below sets forth the closing sale prices of each of ChoiceOne and Community Shores common stock on (a) January 3, 2020, the last trading day before the merger agreement was announced, and (b) April 28, 2020, the last practicable trading date before the date of this proxy statement and prospectus.

The table also sets forth, for each date, the equivalent price per share of Community Shores common stock in each of the following scenarios: (a) the holders of 2,065,832 shares or 50% of the total shares of Community Shores common stock outstanding receive the stock consideration per share, and ChoiceOne issues 354,538 shares of common stock (calculated by multiplying 2,065,832 by 0.17162) (the “50% scenario”), and (b) the holders of 3,098,748 shares or 75% of the total shares of Community Shores common stock outstanding receive the stock consideration per share, and ChoiceOne issues 531,807 shares of common stock (calculated by multiplying 3,098,748 by 0.17162) (the “75% scenario”).

Summary Historical Consolidated Financial Data of ChoiceOne.")

 Accounting Treatment.

The following tables set forth summary selected historical consolidated financial information of ChoiceOne expects to accountas of and for the Merger underyears ended December 31, 2019 and 2018. The summary selected balance sheet data as of December 31, 2019 and 2018 and the summary selected income statement data for the years ended December 31, 2019 and 2018 were derived from ChoiceOne’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2019, incorporated by reference in this proxy statement and prospectus. You should read this information in conjunction with ChoiceOne’s consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in ChoiceOne’s Annual Report on Form 10-K for the year ended December 31, 2019.

Summary Historical Consolidated Financial Data of Community Shores

The following tables set forth summary selected historical consolidated financial information of Community Shores as of and for the years ended December 31, 2019 and 2018.The summary selected balance sheet data as of December 31, 2019 and 2018 and the summary selected income statement data for the years ended December 31, 2019 and 2018 were derived from Community Shores’ audited consolidated financial statements for each respective year.

Summary Selected Pro Forma Combined Data (Unaudited)

The following table shows selected financial information on a pro forma combined basis giving effect to the merger as if the merger had become effective at the end of the period presented, in the case of balance sheet information, and at the beginning of the period presented, in the case of income statement information. Estimated merger and integration costs expected to be incurred in conjunction with this transaction are not included in the pro forma income statement information. The pro forma information reflects the purchase method of accounting. (See "The Merger--Accounting Treatment.")

Market Value of Shares

 There is no well-established public trading market for either ChoiceOne Common Stock

The pro forma information, while helpful in illustrating the financial characteristics of the combined organization under one set of assumptions, does not reflect the potential benefits of the merger, and, accordingly, does not attempt to predict or Valley Ridge Common Stocksuggest future results. It also does not necessarily reflect what the historical results of the combined organization would have been had the companies been combined as of the date and trading activity is infrequent. Transactions in ChoiceOne Common Stock and Valley Ridge Common Stock are occasionally effected by individuals on an informal basis. ChoiceOne Common Stock is traded induring the over-the-counter bulletin board market. Some transactions are effected through the involvement of local brokerage firms. The prices at which such transactions are effected are only occasionally available to ChoiceOne and Valley Ridge.

Comparative Per Share Data (Unaudited)

The following table sets forth the price of ChoiceOne Common Stock in the last sale prior to April 26, 2006 (the date of the public announcement of the signing of the Plan of Merger), for which the price was reported to ChoiceOne management, the price of Valley Ridge Common Stock in the last sale prior to April 26, 2006, for which the price was reported to Valley Ridge management,shows information about earnings per share, dividends paid per share, and the estimatedbook value of ChoiceOne Common Stock to be received for eachper share, of Valley Ridge Common Stock on ana historical basis, and on a pro forma combined and pro forma equivalent per share basis:basis for ChoiceOne and Community Shores in each of the 50% scenario and the 75% scenario.

______________

__________________________

          As of August 25, 2006, there were 1,660,974 shares of ChoiceOne Common Stock issued and outstanding held by 606 holders of record. As of August 25, 2006, there were 184,870 shares of Valley Ridge Common Stock issued and outstanding held by 282 holders of record.

Selected Unaudited Financial Data

          The following unaudited table presents selected historical financial information and selected pro forma combined financial information for ChoiceOne and Valley Ridge. This information should be read in conjunction with the historical and pro forma financial statements and notes thereto included elsewhere in this Prospectus and Proxy Statement. The pro forma combined financial information gives effect to the Merger as if the Merger occurred on January 1 of the year presented. The pro forma combined financial information may not be indicative of the results that actually would have occurred if the Merger had been in effect on that date or that may be attained in the future. The pro forma combined financial information has been prepared on the assumption that the Merger will be accounted for under the purchase method of accounting. (See "The Merger--Pro Forma Condensed Combined Financial Statements.")

CHOICEONE FINANCIAL SERVICES, INC. AND VALLEY RIDGE FINANCIAL CORP.
SELECTED UNAUDITED CONSOLIDATED FINANCIAL DATA AND PER SHARE DATA

CHOICEONE FINANCIAL SERVICES, INC. (HISTORICAL)

VALLEY RIDGE FINANCIAL CORP. (HISTORICAL)

PRO FORMA CHOICEONE FINANCIAL SERVICES, INC. AND VALLEY RIDGE FINANCIAL CORP.
COMBINED USING AN 8.5 EXCHANGE RATIO

______________

	The per share data was calculated assuming the issuance of 1,585,590average pro forma shares of ChoiceOne Common Stock in the Merger, which is based on a conversion ratio of 8.5and Community Shores reflect historical basic and diluted shares of ChoiceOne Common Stock for each outstanding share(as adjusted to give effect to the County merger as if it had occurred as of Valley Ridge Common Stock. These numbers have been rounded for conveniencethe beginning of presentation.
	the period presented), plus historical basic and diluted average shares of Community Shores (as adjusted based on the 50% scenario and 75% scenario, respectively). The number of shares to be issued upon consummation of the Merger is dependent upon factors specified in the Plan of Merger50% scenario and 75% scenario, respectively, is subject to be determinedadjustment in the future which cannot be determined before that date. The pro forma financial results included in this table are for illustrative purposes only. certain limited circumstances.
(4)
(4)	ChoiceOne and Valley Ridge have maintained capital positions in excess of minimum capital requirements. Risk-based ratios as of June 30, 2006 were as follows:

	Risk-based ratios	ChoiceOne			Valley Ridge			Pro Forma
	Tier 1 Leverage Capital	9.17	%		10.08	%		7.17	%
	Tier 1 Risk-Based Capital	12.36	%		14.04	%		9.61	%
	Total Risk-Based Capital	13.38	%		15.18	%		10.69	%

Comparative Per Share Data

The following unaudited table sets forth certain historical and pro forma combined per share information for ChoiceOne, and certain historical and equivalent pro forma combined per share information for Valley Ridge. The data is derived from financial statements of ChoiceOne and Valley Ridge included elsewhere in this Prospectus and Proxy Statement. The pro forma combined per share information for ChoiceOne and the equivalent pro forma combined per share information for Valley Ridge are stated as if the Merger had occurred on January 1 of the year presented, giving effect to the proposed transaction under the purchase method of accounting.

CHOICEONE FINANCIAL SERVICES, INC. (HISTORICAL)

VALLEY RIDGE FINANCIAL CORP. (HISTORICAL)

PRO FORMA CHOICEONE FINANCIAL SERVICES, INC. AND VALLEY RIDGE
FINANCIAL CORP. COMBINED USING AN 8.5 EXCHANGE RATIO

PRO FORMA VALLEY RIDGE FINANCIAL CORP. SHARE EQUIVALENT
USING AN 8.5 EXCHANGE RATIO

______________

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and prospectus and the documents incorporated by reference into this proxy statement and prospectus contain forward-looking statements regarding ChoiceOne’s and Community Shores’ outlook or expectations with respect to the merger, including the expected costs to be incurred and cost savings to be realized in connection with the merger, the expected impact of the merger on ChoiceOne’s future financial performance (including anticipated accretion to earnings per share and tangible book value earn back period), the assumed purchase accounting adjustments, other key transaction assumptions, the timing of the closing of the merger, and consequences of Community Shores’ integration into ChoiceOne. Words such as “anticipated,” “believes,” “estimated,” “expected,” “projected,” “assumed,” “approximately,” “continued,” “should,” “will” and variations of such words and similar expressions are intended to identify such forward-looking statements. Pro forma financial information is not a guaranty of future results and is presented for informational purposes only. 

Forward-looking statements are not guarantees of future financial performance and are subject to risks, uncertainties, and assumptions (“risk factors”) that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Neither ChoiceOne nor Community Shores assumes any duty to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise. 

Risk factors relating both to the merger and the integration of Community Shores into ChoiceOne after closing include, without limitation and in addition to those set forth elsewhere in this proxy statement and prospectus:

• the impacts of the global coronavirus outbreak (COVID-19);
• the failure to obtain necessary regulatory approvals when expected or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction);
• the failure of Community Shores to obtain shareholder approval, or of either ChoiceOne or Community Shores to satisfy any of the other closing conditions to the transaction on a timely basis or at all;
• the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement;
• the ability of ChoiceOne to successfully combine and integrate the businesses of ChoiceOne and Community Shores;
• the possibility that the anticipated benefits of the transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where ChoiceOne and Community Shores do business, or as a result of other unexpected factors or events;
• the impact of purchase accounting with respect to the transaction, or any change in the assumptions used regarding the assets purchased and liabilities assumed to determine their fair value;
• risks related to the integration of any acquired businesses, including exposure to potential asset quality and credit quality risks and unknown or contingent liabilities, the time and costs associated with integrating systems, technology platforms, procedures and personnel, the need for additional capital to finance such transactions and possible failures in realizing the anticipated benefits from acquisitions;
• diversion of management’s attention from ongoing business operations and opportunities;
• potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; and
• the outcome of any legal proceedings that may be instituted against ChoiceOne or Community Shores.

In addition, risk factors include, but are not limited to, the risk factors described in ChoiceOne’s Annual Report on Form 10-K for the year ended December 31, 2019. These and other factors are representative of the risk factors that may emerge and could cause a difference between an ultimate actual outcome and a forward-looking statement.

NON-GAAP FINANCIAL MEASURES

In addition to financial measures presented in accordance with generally accepted accounting principles (“GAAP”), this proxy statement and prospectus and the documents incorporated by reference herein include certain non-GAAP financial measures. Non-GAAP financial measures include financial measures that exclude or include amounts, or are subject to adjustments that have the effect of excluding or including amounts, that are otherwise included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in a company’s statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include other operating and statistical measures, or ratios or statistical measures calculated using exclusively financial measures calculated in accordance with GAAP.

ChoiceOne and Community Shores each believe that the non-GAAP financial measures presented in this proxy statement and prospectus and the documents incorporated by reference herein provide additional information that is useful to investors in helping to understand the underlying financial performance of ChoiceOne and Community Shores. The non-GAAP financial measures set forth in this proxy statement and prospectus and the documents incorporated by reference herein should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Non-GAAP financial measures have inherent limitations, which are not required to be uniformly applied and are not audited. Readers should be aware of these limitations and should be cautious with respect to the use of such measures. Moreover, the manner in which ChoiceOne or Community Shores calculates the non-GAAP financial measures that it discusses in this proxy statement and prospectus and the documents incorporated by reference herein may differ from the manner in which other banking organizations calculate measures with similar names. You should understand how such other banking organizations calculate their financial measures similar to, or with names similar to, the non-GAAP financial measures in this proxy statement and prospectus and the documents incorporated by reference herein when comparing such non-GAAP financial measures.

Where non-GAAP financial measures are used herein, the most directly comparable GAAP financial measure, as well as the reconciliation to the most directly comparable GAAP financial measure, can be found in Annex C to this proxy statement and prospectus.

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement and prospectus, including the risk factors included in ChoiceOne’s Annual Report on Form 10-K for the year ended December 31, 2019 and the matters addressed in this Prospectusproxy statement and Proxy Statement,prospectus under the heading “Special Note Regarding Forward-Looking Statements,” you should carefully consider the matters described belowfollowing risk factors in determining whetherdeciding how to approvevote on the Planmerger agreement.

The global coronavirus outbreak (COVID-19) could adversely affect the ability of Merger.

Risks Associated withChoiceOne and Community Shores to complete the Mergermerger, the timing of the completion of the merger, and the business and results of operations of each of ChoiceOne, Common StockCommunity Shores, and the combined company following the completion of the merger.

Absence ofThe coronavirus outbreak (COVID-19) was declared a public trading market.

          ChoiceOne Common Stock is tradedpandemic by the World Health Organization in March 2020. Since first being reported in China, the coronavirus has spread globally, including in the over-the-counter bulletin board marketUnited States. The coronavirus has had a substantial impact on numerous aspects of life in occasional transactions. Asthe United States, including threats to public health, increased volatility in markets, and severe effects on national and local economies.

In response to the coronavirus outbreak, many state and local governments have instituted emergency restrictions that have substantially limited the activities of individuals and the operations of businesses and industries. In Michigan, Governor Gretchen Whitmer issued a “stay home, stay safe” executive order effective March 24, 2020, which required residents to remain at home "to the maximum extent feasible" and prohibited in-person work that "is not necessary to sustain or protect life." Pursuant to the order,no person or entity was permitted to operate a business that required workers to leave their homes except to the extent that those workers were necessary (i) to conduct minimum basic operations or (ii) to sustain or protect life.ChoiceOne and Community Shores both closed branch lobbies in response to this order.On April 9, 2020 the Governor issued a revised executive order,which was effective through April 30, 2020. This revised executive order further limited travel, provided guidance regarding the definition of critical infrastructure workers, placed additional requirements on businesses remaining open including limiting goods that can be sold by retailers and implementing social distancing practices, and incorporated guidance issued under the earlier order. On April 24, 2020, the Governor issued an additional executive order, extending the prior order through May 15, 2020 with limited modifications to relax certain restrictions. It is possible that the Governor will issue one or more additional executive orders extending the existing orders or imposing additional restrictions on the activities of individuals or businesses. The Governor's executive orders, along with social distancing guidance issued by the federal government and the Centers for Disease Control and Prevention, have substantially affected many different types of businesses and have resulted in the temporary or permanent closing of businesses and significant layoffs and furloughs throughout Michigan and the United States generally.

The ultimate effect of the datecoronavirus outbreak on the business of this Prospectus and Proxy Statement, there is no well established public trading market for ChoiceOne, Common Stock. Even if the Plan of Merger is approvedCommunity Shores, and the Mergercombined company will depend on numerous factors and future developments that are highly uncertain and cannot be predicted with confidence. At this time, it is completed,unknown how long the outbreak will last, or when restrictions on individuals and businesses, such as Michigan’s “stay home, stay safe” executive orders, will be lifted and businesses and their employees will be able to resume normal activities. Further, additional information may emerge regarding the severity of the outbreak and additional actions may be taken by federal, state, and local governments to contain the coronavirus or treat its impact. Changes in the behavior of customers, businesses and their employees as a result of the coronavirus outbreak, including social distancing practices, even after formal restrictions have been lifted, are also unknown. As a result of the coronavirus outbreak and the actions taken to contain it or reduce its impact, ChoiceOne, does not expect an active trading market forCommunity Shores, and the combined company may experience changes in the value of collateral securing outstanding loans and reductions in the credit quality of borrowers and inability of borrowers to repay loans in accordance with their terms. These and similar factors and events may have substantial negative effects on ChoiceOne, Common StockCommunity Shores, and the combined company, and on their respective customers, stock price, financial condition, and results of operations.

The effects of the coronavirus may also delay government approvals necessary to develop.complete the merger or affect Community Shores’ ability to hold the special meeting of its shareholders as scheduled, and could delay efforts to integrate the businesses of ChoiceOne and Community Shores or make those efforts more difficult or more costly.

BecauseThe value of the marketmerger consideration will fluctuate with the price of ChoiceOne Common Stock will fluctuate, youcommon stock and Community Shores shareholders cannot be surecertain of the market value of the ChoiceOne Common Stock that youmerger consideration they will receive in the Merger.receive.

Upon completion of the Merger,merger, each issued and outstanding share of Valley Ridge Common StockCommunity Shores common stock outstanding immediately prior to the merger will be converted into the right to receive, 8.5at the election of each Community Shores shareholder, either (i) an amount of cash equal to $5.00 (the “cash consideration per share”), (ii) 0.17162 shares of ChoiceOne Common Stock. Therecommon stock (the “stock consideration per share”), or (iii) a combination thereof, plus cash in lieu of any fractional share, in each case subject to the limitation that the total number of shares of Community Shores common stock to be converted into shares of ChoiceOne common stock will equal not less than 50% and not more than 75% of the total outstanding shares of Community Shores common stock as of the effective time of the merger. For those Community Shores shareholders who elect to receive the stock consideration per share, there will be no adjustment made to the mergerstock consideration you are entitled to receiveper share as a result of fluctuations in the market price of Valley Ridge Common StockChoiceOne common stock or ChoiceOne Common Stock.Community Shores common stock. As a result, it is likelypossible that the value of theany ChoiceOne Common Stock you receivecommon stock that a Community Shores shareholder receives in the Mergermerger will be different than the value of such shares on the date that the Community Shores board of directors and the ChoiceOne board of directors adopted the merger agreement, on the date of the information concerning stock value presented in this proxy statement and prospectus, on the date that you vote to approve the Plan of Merger.

merger agreement, and on the date the merger is completed. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in ChoiceOne'sChoiceOne’s or Community Shores’ business, operations and prospects, and regulatory considerations. Manyconsiderations, many of these factorswhich are beyond ChoiceOne'sChoiceOne’s and Community Shores’ control. Additionally, the global coronavirus outbreak (COVID-19) has resulted in significant market volatility, including volatility in the prices of ChoiceOne common stock and Community Shores common stock. Accordingly, at the time of the special meeting, you will not necessarily know or be able to calculate the exact value of the shares of ChoiceOne Common Stock you willcommon stock the Community Shores shareholders may receive upon completion of the Merger.merger. You should obtain current market quotations for shares of ChoiceOne common stock and for shares of Community Shores common stock.

Combining the two Corporations may be more difficult, costly, or time-consuming than we expect.

          ChoiceOne and Valley Ridge have operated, and, until completion of the Merger, will continue to operate, independently. It is possible that the integration process for the Merger could result in the loss of key employees or disruption of each Corporation's ongoing business or inconsistencies in standards, procedures and policies that would adversely affect ChoiceOne's ability to maintain relationships with clients and employees or to achieve the anticipated benefits of the Merger. If we have difficulties with the integration process, ChoiceOne might not achieve the economic benefits expected to result from the Merger. As with any merger of banking institutions, the Merger may also result in business disruptions that cause ChoiceOne to lose customers or cause customers to remove their deposits or loans from ChoiceOne Bank and move their business to competing financial institutions.

Regulatory approvals may not be received, may take longer to receive than expected, or may impose conditions that are not presently anticipated.

          The MergerBefore the merger may be completed, regulatory approvals must be approved byobtained from the Federal Reserve Board. The Federal Reserve Board which will consider, among other factors, the competitive impact of the Merger, ChoiceOne'smerger, Community Shores’ and ChoiceOne’s financial and managerial resources, and the convenience and needs of the communities to be served. As part of that consideration, we expect that the Federal Reserve Board will reviewserved, capital position, safety and soundness, legal and regulatory compliance matters, and Community Reinvestment Act matters.matters, and may impose conditions, limitations, obligations, or restrictions on the completion of the merger or require changes to the terms of the merger agreement. There can be no assurance as to whether these and other regulatory approvals will be received, the timing of those approvals, or whether any conditions, limitations, obligations, or will be imposed.