SEC v. Zhou Min Ni; Jian Ming Ni; and Jonathan Ni, No. 1:24-cv-01632, District of Columbia (June 12, 2024) — Judgment

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
No. 24-CV-1632
v.
ZHOU MIN NI; and
JIAN MING NI,
also known as
JONATHAN NI,
also known as
JIANMING NI,
Defendants.
FINAL JUDGMENT AS TO DEFENDANT ZHOU MIN NI
The Securities and Exchange Commission having filed a Complaint and Defendant Zhou
Min Ni having entered a general appearance; consented to the Court’s jurisdiction over
Defendant and the subject matter of this action; consented to entry of this Final Judgment
without admitting or denying the allegations of the Complaint (except as to jurisdiction and
except as otherwise provided herein in paragraph XV); waived findings of fact and conclusions
of law; and waived any right to appeal from this Final Judgment:
I.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Section 17(a) of the Securities Act of 1933
(the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any security by the use of any
means or instruments of transportation or communication in interstate commerce or by use of the

2
mails, directly or indirectly:
(a)to employ any device, scheme, or artifice to defraud;
(b)to obtain money or property by means of any untrue statement of a material fact
or any omission of a material fact necessary in order to make the statements
made, in light of the circumstances under which they were made, not misleading;
or
(c)to engage in any transaction, practice, or course of business which operates or
would operate as a fraud or deceit upon the purchaser.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
II.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is
permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the
Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5
promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or instrumentality of
interstate commerce, or of the mails, or of any facility of any national securities exchange, in
connection with the purchase or sale of any security:
(a)to employ any device, scheme, or artifice to defraud;

3
(b)to make any untrue statement of a material fact or to omit to state a material fact
necessary in order to make the statements made, in the light of the circumstances
under which they were made, not misleading; or
(c)to engage in any act, practice, or course of business which operates or would
operate as a fraud or deceit upon any person.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
III.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Section 14(a) of the Exchange Act [15
U.S.C. § 78n(a)]
 and Rule 14a-9 thereunder [17 C.F.R. § 240.14a-9] by directly or indirectly, by
use of mails, or the means or instrumentalities of interstate commerce or any facility of a national
securities exchange, or otherwise, in contravention of Rule 14a-9 of the Exchange Act, soliciting
or permitting the use of his name to solicit proxies, consents, or authorizations in respect of non-
exempt securities registered with the SEC pursuant to Section 12 of the Exchange Act [15 U.S.C.
§ 78l], by means of a proxy statement, form of proxy statement, notice of meeting and other
communications that contain statements, which, at the time and in the light of the circumstances
under which they were made, are false and misleading with respect to material facts or which
omit to state material facts necessary in order to make the statements made therein not false or

4
misleading or necessary to correct statements in earlier communications with respect to the
solicitation of a proxy for the same meeting or subject matter which became false or misleading.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of
this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
IV.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Rule 13a-14 promulgated under the
Exchange Act [17 C.F.R. § 240.13a-14] by falsely certifying annual reports of an issuer
issued
pursuant to Section 301 of the Sarbanes-Oxley Act of 2002 and Exchange Act Rule 13a-14.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual
 notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
V.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Rules 13a-15(b) and
(c) promulgated
under the Exchange Act [17 C.F.R. § 240.13a-15(b) and (c)] by failing to evaluate the
effectiveness of an issuer’s disclosure controls and procedures at the end of each fiscal quarter

5
and failing to evaluate an issuer’s internal controls over financial reporting at the end of each
fiscal year.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant
or with anyone described in (a).
VI.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Rule 13b2-2 promulgated under the
Exchange Act [17 C.F.R. § 240.13b2-2] by directly or indirectly: (a) making or
causing to be
made materially false or misleading statements to an accountant; or (b) omitting to state, or
causing another person to omit to state, material facts necessary in order to make statements
made, in light of the circumstances under which such statements
were made, not misleading, to
an accountant in connection with (1) an audit, review, or examination of financial statements
required by the Exchange Act or rules thereunder; or (2) the preparation of filing of a document
or report required to be filed with the Co
mmission.
I
T IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).

6
VII.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from aiding and abetting any violation of Section 13(a) of
the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder
[17 C.F.R. §§ 240.12b-20, 13a-1, 13a-11, and 13a-13] by knowingly or recklessly providing
substantial assistance to an issuer that fails to f
ile with the Commission accurate annual,
quarterly, and interim reports on Form 10-K, or omitting from these reports such further material
information as is necessary to make the required statements in the report not misleading.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that,
as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
o
fficers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
VIII.
I
T IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from aiding and abetting any violation of Rule 13a-15(a)
promulgated under the Exchange Act [17 C.F.R. § 13a-15(a)], by an
 issuer for failing to maintain
disclosure controls and procedures and internal control over financial reporting.
I
T IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual
 notice of
this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant
or with anyone described in (a).

7
IX.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from aiding and abetting any violation of Section
13(b)(2)(A) of
the Exchange Act [15 U.S.C. § 78m(b)(2)(A)] by knowingly or recklessly
providing substantial assistance to an issuer that fails to make and keep books, records, and
accounts which, in reasonable detail, accurately and fairly reflect the transactions and disposition
of its assets.
I
T IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual
 notice of
this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant
or with anyone described in (a).
X.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from aiding and abetting any violation of Section
13(b)(2)(B) of the Exchange Act [15 U.S.C. § 78m(b)(2)(B)] by knowingly or recklessly
p
roviding substantial assistance to an issuer that fails to devise and maintain a system of internal
accounting controls sufficient to provide reasonable assurances that its financial statements are
prepared in conformity with GAAP or any other criteria applicable to those statements.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by
 personal service or otherwise: (a) Defendant’s

8
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
XI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that pursuant to Section
20(b) of the Securities Act [15 U.S.C. § 77t(b)] and Sections 21(d)(1) and 21(d)(5) of the
Exchange Act [15 U.S.C. §§ 78u(d)(1) and (5)], Defendant is permanently restrained and
enjoined from directly or indirectly participating in the management of, or otherwise exercising
any control or influence over, HF Foods Group Inc. and any of its successors, including, but not
limited to, the governance thereof; provided, however, that this injunction shall not prevent
Defendant from voting, purchasing, or selling shares of HF Foods Group Inc. or its successors on
his own behalf.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
XII.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to Section
20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section 21(d)(2) of the Exchange Act [15
U.S.C. § 78u(d)(2)], Defendant is prohibited from acting as an officer or director of any issuer
that has a class of securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C.
§ 78l] or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C.
§ 78o(d)].

9
Enterprise Services Center
Accounts Receivable Branch
6500 South MacArthur Boulevard
Oklahoma City, OK 73169
 and shall be accompanied by a letter identifying the case title, civil action number, and name of
this Court; Zhou Min Ni as a defendant in this action; and specifying that payment is made
pursuant to this Final Judgment.
Defendant shall simultaneously transmit photocopies of evidence of payment and case
XIII.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is liable for disgorgement in the amount of $5,102,883.27, representing net profits gained as a
result of the conduct alleged in the Complaint, together with prejudgment interest thereon in the
amount of $1,368,361.52, and a civil penalty in the amount of $300,000 pursuant to Section
21(d)(3) of
the Exchange Act and Section 20(d) of the Securities Act.  The disgorgement and
prejudgment interest amounts are deemed satisfied by Zhou Min Ni’s prior payment of $9.25
million in the settlement of a shareholder derivative lawsuit, James C. Bishop v. Zhou Min Ni, et
al., Civ. Action No. 2022-0736-JTL (Del. Ch. Sept. 8, 2023).  Defendant shall satisfy the civil
penalty obligation by paying $300,000 to the Securities and Exchange Commission within 30
days after entry of this Final Judgment.
Defendant may
 transmit payment electronically to the Commission, which will provide
detailed ACH transfer/Fedwire instructions upon request.  Payment may also be made directly
from a bank account via Pay.gov through the SEC website at
http://www.sec.gov/about/offices/ofm.htm.
 Defendant may also pay by certified check, bank
cashier’s check, or United States postal money order payable to the Securities and Exchange
Commission, which shall be delivered or mailed to

10
identifying information to the Commission’s counsel in this action.  By making this payment,
Defendant relinquishes all legal and equitable right, title, and interest in such funds and no part
of the funds shall be returned to Defendant.
The Commission may enforce the Court’s judgment for disgorgement and prejudgment
interest by using all collection procedures authorized by law, including, but not limited to,
moving for civil contempt at any time after 30 days following entry of this Final Judgment.
The Commission may enforce the Court’s judgment for penalties by the use of all
collection procedures authorized by law, including the Federal Debt Collection Procedures Act,
28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation of any Court orders
issued in this action.  Defendant shall pay post judgment interest on any amounts due after 30
days of the entry of this Final Judgment pursuant to 28 U.S.C. § 1961.  The Commission shall
hold the funds, together with any interest and income earned thereon (collectively, the “Fund”),
pending further order of the Court.
The Commission may propose a plan to distribute the Fund subject to the Court’s
approval.  Such a plan may provide that the Fund shall be distributed pursuant to the Fair Fund
provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002.  The Court shall retain
jurisdiction over the administration of any distribution of the Fund and the Fund may only be
disbursed pursuant to an Order of the Court.
Regardless of whether any such Fair Fund distribution is made, amounts ordered to be
paid as civil penalties pursuant to this Final Judgment shall be treated as penalties paid to the
government for all purposes, including all tax purposes.  To preserve the deterrent effect of the
civil penalty, Defendant shall not, after offset or reduction of any award of compensatory
damages in any Related Investor Action based on Defendant’s payment of disgorgement in this

11
action, argue that he is entitled to, nor shall he further benefit by, offset or reduction of such
compensatory damages award by the amount of any part of Defendant’s payment of a civil
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such
a Penalty Offset, Defendant shall, within 30 days after entry of a final order granting the Penalty
Offset, notify the Commission’s counsel in this action and pay the amount of the Penalty Offset
to the United States Treasury or to a Fair Fund, as the Commission directs.  Such a payment
shall not be deemed an additional civil
penalty and shall not be deemed to change the amount of
the civil penalty imposed in this Judgment.  For purposes of this paragraph, a “Related Investor
Action” means a private damages action brought against Defendant by or on behalf of one or
more investors based on substantially the same facts as alleged in the Complaint in this action.
XIV.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to Section
304(a) of Sarbanes-Oxley Act of 2002 (“SOX”) [15 U.S.C. § 7243(a)], Def
endant is liable for
r
eimbursement of $963,024 to HF Foods Group Inc., which is deemed satisfied by Zhou Min
Ni’s prior payment of $9.25 million in the settlement of a shareholder derivative lawsuit, James
C. Bishop v. Zhou Min Ni, et al., Civ. Action No. 2022-0736-JTL (Del. Ch. Sept. 8, 2023).
XV.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for purposes of
exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the
allegations
in the complaint are true and admitted by Defendant, and further, any debt for
disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under this
Final Judgment or any other judgment, order, consent order, decree or settlement agreement
entered in connection with this proceeding, is a debt for the violation by Defendant o
f the federal

12
securities laws or any regulation or order issued under such laws, as set   forth in Section
523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19).
XVI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain
jurisdiction
of this matter for the purposes of enforcing the terms of this Final Judgment.
XVII.
There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil
Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice.
Dated:  June 10, 2024
____________________________________
DABNEY L. FRIEDRICH
United States District Judge

UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF COLUMBIA 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 
No. 24-CV-1632 

v. 

ZHOU MIN NI; and 

JIAN MING NI, 
also known as 
JONATHAN NI, 
also known as 
JIANMING NI, 

Defendants. 

FINAL JUDGMENT AS TO DEFENDANT ZHOU MIN NI

The Securities and Exchange Commission having filed a Complaint and Defendant Zhou 

Min Ni having entered a general appearance; consented to the Court’s jurisdiction over 

Defendant and the subject matter of this action; consented to entry of this Final Judgment 

without admitting or denying the allegations of the Complaint (except as to jurisdiction and 

except as otherwise provided herein in paragraph XV); waived findings of fact and conclusions 

of law; and waived any right to appeal from this Final Judgment: 

I. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is permanently restrained and enjoined from violating Section 17(a) of the Securities Act of 1933 

(the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any security by the use of any 

means or instruments of transportation or communication in interstate commerce or by use of the 

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2 

mails, directly or indirectly: 

(a) to employ any device, scheme, or artifice to defraud;

(b) to obtain money or property by means of any untrue statement of a material fact

or any omission of a material fact necessary in order to make the statements

made, in light of the circumstances under which they were made, not misleading;

or

(c) to engage in any transaction, practice, or course of business which operates or

would operate as a fraud or deceit upon the purchaser.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

II. 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is 

permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the 

Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 

promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or instrumentality of 

interstate commerce, or of the mails, or of any facility of any national securities exchange, in 

connection with the purchase or sale of any security: 

(a) to employ any device, scheme, or artifice to defraud;

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3 

(b) to make any untrue statement of a material fact or to omit to state a material fact

necessary in order to make the statements made, in the light of the circumstances

under which they were made, not misleading; or

(c) to engage in any act, practice, or course of business which operates or would

operate as a fraud or deceit upon any person.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

III. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is permanently restrained and enjoined from violating Section 14(a) of the Exchange Act [15 

U.S.C. § 78n(a)] and Rule 14a-9 thereunder [17 C.F.R. § 240.14a-9] by directly or indirectly, by 

use of mails, or the means or instrumentalities of interstate commerce or any facility of a national 

securities exchange, or otherwise, in contravention of Rule 14a-9 of the Exchange Act, soliciting 

or permitting the use of his name to solicit proxies, consents, or authorizations in respect of non-

exempt securities registered with the SEC pursuant to Section 12 of the Exchange Act [15 U.S.C. 

§ 78l], by means of a proxy statement, form of proxy statement, notice of meeting and other

communications that contain statements, which, at the time and in the light of the circumstances 

under which they were made, are false and misleading with respect to material facts or which 

omit to state material facts necessary in order to make the statements made therein not false or 

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4 

misleading or necessary to correct statements in earlier communications with respect to the 

solicitation of a proxy for the same meeting or subject matter which became false or misleading. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

IV. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is permanently restrained and enjoined from violating Rule 13a-14 promulgated under the 

Exchange Act [17 C.F.R. § 240.13a-14] by falsely certifying annual reports of an issuer issued 

pursuant to Section 301 of the Sarbanes-Oxley Act of 2002 and Exchange Act Rule 13a-14. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

V. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is permanently restrained and enjoined from violating Rules 13a-15(b) and (c) promulgated 

under the Exchange Act [17 C.F.R. § 240.13a-15(b) and (c)] by failing to evaluate the 

effectiveness of an issuer’s disclosure controls and procedures at the end of each fiscal quarter 

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5 

and failing to evaluate an issuer’s internal controls over financial reporting at the end of each 

fiscal year. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

VI. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is permanently restrained and enjoined from violating Rule 13b2-2 promulgated under the 

Exchange Act [17 C.F.R. § 240.13b2-2] by directly or indirectly: (a) making or causing to be 

made materially false or misleading statements to an accountant; or (b) omitting to state, or 

causing another person to omit to state, material facts necessary in order to make statements 

made, in light of the circumstances under which such statements were made, not misleading, to 

an accountant in connection with (1) an audit, review, or examination of financial statements 

required by the Exchange Act or rules thereunder; or (2) the preparation of filing of a document 

or report required to be filed with the Commission. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

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6 

VII. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is permanently restrained and enjoined from aiding and abetting any violation of Section 13(a) of 

the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder 

[17 C.F.R. §§ 240.12b-20, 13a-1, 13a-11, and 13a-13] by knowingly or recklessly providing 

substantial assistance to an issuer that fails to file with the Commission accurate annual, 

quarterly, and interim reports on Form 10-K, or omitting from these reports such further material 

information as is necessary to make the required statements in the report not misleading. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

VIII. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is permanently restrained and enjoined from aiding and abetting any violation of Rule 13a-15(a) 

promulgated under the Exchange Act [17 C.F.R. § 13a-15(a)], by an issuer for failing to maintain 

disclosure controls and procedures and internal control over financial reporting. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

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7 

IX. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is permanently restrained and enjoined from aiding and abetting any violation of Section 

13(b)(2)(A) of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)] by knowingly or recklessly 

providing substantial assistance to an issuer that fails to make and keep books, records, and 

accounts which, in reasonable detail, accurately and fairly reflect the transactions and disposition 

of its assets. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

X. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is permanently restrained and enjoined from aiding and abetting any violation of Section 

13(b)(2)(B) of the Exchange Act [15 U.S.C. § 78m(b)(2)(B)] by knowingly or recklessly 

providing substantial assistance to an issuer that fails to devise and maintain a system of internal 

accounting controls sufficient to provide reasonable assurances that its financial statements are 

prepared in conformity with GAAP or any other criteria applicable to those statements. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s 

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8 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

XI. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that pursuant to Section 

20(b) of the Securities Act [15 U.S.C. § 77t(b)] and Sections 21(d)(1) and 21(d)(5) of the 

Exchange Act [15 U.S.C. §§ 78u(d)(1) and (5)], Defendant is permanently restrained and 

enjoined from directly or indirectly participating in the management of, or otherwise exercising 

any control or influence over, HF Foods Group Inc. and any of its successors, including, but not 

limited to, the governance thereof; provided, however, that this injunction shall not prevent 

Defendant from voting, purchasing, or selling shares of HF Foods Group Inc. or its successors on 

his own behalf. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

XII. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to Section 

20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section 21(d)(2) of the Exchange Act [15 

U.S.C. § 78u(d)(2)], Defendant is prohibited from acting as an officer or director of any issuer 

that has a class of securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. 

§ 78l] or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C.

§ 78o(d)].

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9 

Enterprise Services Center 
Accounts Receivable Branch 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 

 and shall be accompanied by a letter identifying the case title, civil action number, and name of 

this Court; Zhou Min Ni as a defendant in this action; and specifying that payment is made 

pursuant to this Final Judgment. 

Defendant shall simultaneously transmit photocopies of evidence of payment and case 

XIII. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is liable for disgorgement in the amount of $5,102,883.27, representing net profits gained as a 

result of the conduct alleged in the Complaint, together with prejudgment interest thereon in the 

amount of $1,368,361.52, and a civil penalty in the amount of $300,000 pursuant to Section 

21(d)(3) of the Exchange Act and Section 20(d) of the Securities Act.  The disgorgement and 

prejudgment interest amounts are deemed satisfied by Zhou Min Ni’s prior payment of $9.25 

million in the settlement of a shareholder derivative lawsuit, James C. Bishop v. Zhou Min Ni, et 

al., Civ. Action No. 2022-0736-JTL (Del. Ch. Sept. 8, 2023).  Defendant shall satisfy the civil 

penalty obligation by paying $300,000 to the Securities and Exchange Commission within 30 

days after entry of this Final Judgment. 

Defendant may transmit payment electronically to the Commission, which will provide 

detailed ACH transfer/Fedwire instructions upon request.  Payment may also be made directly 

from a bank account via Pay.gov through the SEC website at 

http://www.sec.gov/about/offices/ofm.htm.  Defendant may also pay by certified check, bank 

cashier’s check, or United States postal money order payable to the Securities and Exchange 

Commission, which shall be delivered or mailed to  

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10 

identifying information to the Commission’s counsel in this action.  By making this payment, 

Defendant relinquishes all legal and equitable right, title, and interest in such funds and no part 

of the funds shall be returned to Defendant. 

The Commission may enforce the Court’s judgment for disgorgement and prejudgment 

interest by using all collection procedures authorized by law, including, but not limited to, 

moving for civil contempt at any time after 30 days following entry of this Final Judgment. 

The Commission may enforce the Court’s judgment for penalties by the use of all 

collection procedures authorized by law, including the Federal Debt Collection Procedures Act, 

28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation of any Court orders 

issued in this action.  Defendant shall pay post judgment interest on any amounts due after 30 

days of the entry of this Final Judgment pursuant to 28 U.S.C. § 1961.  The Commission shall 

hold the funds, together with any interest and income earned thereon (collectively, the “Fund”), 

pending further order of the Court. 

The Commission may propose a plan to distribute the Fund subject to the Court’s 

approval.  Such a plan may provide that the Fund shall be distributed pursuant to the Fair Fund 

provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002.  The Court shall retain 

jurisdiction over the administration of any distribution of the Fund and the Fund may only be 

disbursed pursuant to an Order of the Court. 

Regardless of whether any such Fair Fund distribution is made, amounts ordered to be 

paid as civil penalties pursuant to this Final Judgment shall be treated as penalties paid to the 

government for all purposes, including all tax purposes.  To preserve the deterrent effect of the 

civil penalty, Defendant shall not, after offset or reduction of any award of compensatory 

damages in any Related Investor Action based on Defendant’s payment of disgorgement in this 

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11 

action, argue that he is entitled to, nor shall he further benefit by, offset or reduction of such 

compensatory damages award by the amount of any part of Defendant’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 

a Penalty Offset, Defendant shall, within 30 days after entry of a final order granting the Penalty 

Offset, notify the Commission’s counsel in this action and pay the amount of the Penalty Offset 

to the United States Treasury or to a Fair Fund, as the Commission directs.  Such a payment 

shall not be deemed an additional civil penalty and shall not be deemed to change the amount of 

the civil penalty imposed in this Judgment.  For purposes of this paragraph, a “Related Investor 

Action” means a private damages action brought against Defendant by or on behalf of one or 

more investors based on substantially the same facts as alleged in the Complaint in this action. 

XIV. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to Section 

304(a) of Sarbanes-Oxley Act of 2002 (“SOX”) [15 U.S.C. § 7243(a)], Defendant is liable for 

reimbursement of $963,024 to HF Foods Group Inc., which is deemed satisfied by Zhou Min 

Ni’s prior payment of $9.25 million in the settlement of a shareholder derivative lawsuit, James 

C. Bishop v. Zhou Min Ni, et al., Civ. Action No. 2022-0736-JTL (Del. Ch. Sept. 8, 2023).

XV. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for purposes of 

exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the 

allegations in the complaint are true and admitted by Defendant, and further, any debt for 

disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under this 

Final Judgment or any other judgment, order, consent order, decree or settlement agreement 

entered in connection with this proceeding, is a debt for the violation by Defendant of the federal 

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12 

securities laws or any regulation or order issued under such laws, as set forth in Section 

523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19). 

XVI. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain 

jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment. 

XVII. 

There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil 

Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice. 

Dated:  June 10, 2024

____________________________________ 
DABNEY L. FRIEDRICH
United States District Judge 

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