U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 26015 / June 4, 2024

Securities and Exchange Commission v. Zhou Min Ni and Jian Ming “Jonathan” Ni, CPA, No. 1:24-cv-01632 (D.D.C. filed June 3, 2024)

SEC Charges Former Executives of HF Foods Group with Concealing Millions of Dollars of Liabilities and Misappropriating Investor Funds

The Securities and Exchange Commission yesterday charged Zhou Min Ni and Jian Ming (Jonathan) Ni, former executives of Nevada-based restaurant food distribution company HF Foods Group, Inc., for their role in a fraudulent scheme to hide millions of dollars of HF Foods's liabilities, misappropriate investor funds, and mislead the company's auditors.

According to the SEC's complaint, which was filed in the U.S. District Court for the District of Columbia, Zhou Min Ni, while serving as HF Foods's CEO and Chairman, misappropriated company funds for himself and his family, including to finance and maintain a stable of exotic vehicles. The SEC's complaint also alleges that Zhou Min Ni used misleading documents to hide millions of dollars in liabilities and misled the company's auditors. The SEC's complaint further alleges that Jonathan Ni, who served as CFO of HF Foods from 2018 until April 2019, knowingly and substantively assisted Zhou Min Ni's scheme.

The SEC's complaint charges Zhou Min Ni with violating Section 17(a) of the Securities Act of 1933, Sections 10(b) and 14(a) of the Securities Exchange Act of 1934, and Rules 10b-5, 13a-14, 13a-15(b), 13a-15(c), 13b2-2, and 14a-9 thereunder, and Section 304(a) of the Sarbanes-Oxley Act of 2002; with aiding and abetting the violations by HF Foods Group Inc. of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act, and Rules 12b-20, 13a-1, 13a-11, 13a-13, and 13a-15(a) thereunder; and with aiding and abetting the violations by Atlantic Acquisition Corp. of Section 14(a) of the Exchange Act and Rule 14a-9 thereunder. The SEC's complaint charges Jonathan Ni with violating Section 17(a)(1) and (3) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Rules 10b-5, 13a-14, 13a-15(b), 13a-15(c), and 13b2-2 thereunder; with aiding and abetting the violations by HF Foods Group Inc. of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act, and Rules 12b-20, 13a-1, and 13a-13 thereunder; and with aiding and abetting the violations by Atlantic Acquisition Corp. of Section 14(a) of the Exchange Act and Rule 14a-9 thereunder.

Without admitting or denying the allegations of the SEC's complaint, Zhou Min Ni has agreed to a settlement of the SEC's action that will include a permanent injunction; a conduct-based injunction which enjoins him from directly or indirectly participating in the management of, or otherwise exercising any control or influence over, HF Foods. Under the proposed settlement, Zhou Min Ni has agreed to pay disgorgement of $5,102,883.27 and prejudgment interest of $1,368,361.52, and to reimburse $963,042 to HF Foods Group Inc. pursuant to Section 304(a) of SOX, all of which will be deemed satisfied by Zhou Min Ni's prior payment of $9.25 million in the settlement of a related shareholder derivative lawsuit. As part of the settlement, Zhou Min Ni also has agreed to pay a $300,000 civil penalty and be barred permanently from serving as an officer and director of a public company. Without admitting or denying the allegations of the SEC's complaint, Jonathan Ni agreed to a settlement of the SEC's action that will include a permanent injunction; an $80,000 civil penalty; and a ten-year bar from serving as an officer or director of a public company. The proposed settlements with Zhou Min Ni and Jonathan Ni are subject to the court's approval.

The SEC's ongoing investigation is being conducted by Brian S. Kang and Jeffrey R. Anderson, with assistance from Howard Kaplan, John B. Timmer, James Connor, and Melissa Armstrong, under the supervision of Kevin Guerrero, Peter Rosario, Stacy L. Bogert, and Mark Cave.