SEC v. Zhou Min Ni; Jian Ming Ni; Jonathan Ni; and Jianming Ni, No. 1:24-cv-01632, District of Columbia (June 4, 2024) — Complaint

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UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
SECURITIES AND EXCHANGE COMMISSION,
100 F Street NE
Washington, DC 20549

Plaintiff,

v.

ZHOU MIN NI; and

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

No. 24-CV-1632

COMPLAINT

JURY TRIAL DEMANDED
Plaintiff, the United States Securities and Exchange Commission (“SEC”), for its
Complaint against defendants Zhou Min Ni, and Jian Ming “Jonathan” Ni, alleges as follows:
SUMMARY
1. This case is about a years-long course of fraudulent conduct by Zhou Min Ni and
Jonathan Ni, the former Chief Executive Officer (CEO) and Chief Financial Officer (CFO),
respectively, of HF Foods Group Inc. (“HF Foods”) that violated the scienter-based and other
provisions of the federal securities laws.
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 From 2018 through 2021 (the “Relevant Period”),
Zhou Min Ni, with the knowing assistance of Jonathan Ni from 2018 until April 2019, concealed
the transfer of company funds to Zhou Min Ni and his family; hid millions of dollars in liabilities
using a misleading promissory note to a third-party entity with no legitimate business

1
 Originally named HF Group Holding Corp., HF Foods merged with Atlantic Acquisition (a public company) in
August 2018. Atlantic Acquisition then changed its name to HF Foods Group Inc. This Complaint will generally
refer to the company as HF Foods, but will use “HF Group” when specifically referring to the time before the
company went public.

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relationship with HF Foods; and made misleading statements to investors and HF Foods’s
auditors regarding the compensation paid to Zhou Min Ni, misrepresenting the true nature of HF
Foods’s relationship with a purported supplier, and omitting material facts about HF Foods’s
financial records and lack of internal controls that rendered the statements misleading.
2. For many years, HF Group was a private company, co-owned by Zhou Min Ni
and his spouse. During this time, Zhou Min Ni and his family made use of private company
funds for personal reasons, including purchasing and maintaining a fleet of luxury and exotic
sports cars. In the fall of 2017, HF Group, under the direction of Zhou Min Ni, embarked on a
plan to become a public company via a merger with a special purpose acquisition company
(“SPAC”). When HF Group completed the merger with the SPAC in August 2018 and became
HF Foods, the infusion of capital it received brought with it a host of new rules and regulations,
as well as increased scrutiny.
3. In late 2017 and early 2018, as HF Group prepared to go public, Zhou Min Ni and
Jonathan Ni were aware of and participated in a scheme to cause HF Foods to engage in certain
related party transactions for the benefit of Zhou Min Ni and his family and to mislead the
general public about these transactions.
4. First, Zhou Min Ni and Jonathan Ni concealed Zhou Min Ni’s use of company
money on his family’s fleet of luxury and exotic cars. Specifically, in 2017, at Zhou Min Ni’s
direction, Jonathan Ni helped set up three new private corporate entities: Revolution Industry,
Revolution Automotive, and Revolution Property. Then at Zhou Min Ni’s behest, Jonathan Ni
helped transfer a profitable HF Group business line (the production and sale of a food mixture
used in eggrolls) into Revolution Industry, a company then co-owned by Zhou Min Ni and his
then-teenage son. Revolution Industry then contracted with HF Group to provide what HF Group

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had formerly produced itself. Revolution Industry then forwarded a portion of the funds to
Revolution Automotive, an entity owned by Zhou Min Ni’s then-teenage son, who used the
funds to maintain and expand a fleet of luxury vehicles. Through these corporate entities, Zhou
Min Ni and Jonathan Ni transferred hundreds of thousands of company dollars to Zhou Min Ni
and his family, both before and after HF Foods became a public company. In addition to
payments and cash advances sent by HF Foods to Revolution Industry for the eggroll mixture,
HF Foods also made at least one cash advance to Revolution Industry in August 2018 that was
not tied to any specific product order (but was tied to Revolution Automotive expenses for
luxury vehicles). Zhou Min Ni and Jonathan Ni failed to disclose a portion of these payments to
Revolution Industry as compensation for the CEO by failing to record them as such in the
company’s public filings. They also signed public financial disclosures that misleadingly omitted
the fact that certain payments to Revolution Industry were not in the ordinary course of business.
5. Second, Zhou Min Ni and Jonathan Ni concealed an internal loan and investment
program (the “Staff Loan Program”), representing millions of dollars in liabilities, by falsely
recording transactions involving the program under a line of credit promissory note agreement
with Feilong Trading, Inc. (“Feilong”), a purported supplier of HF Foods. In fact, Feilong, which
is now defunct, was owned by the husband of a longtime associate of Zhou Min Ni and supplied
nothing to the company. Zhou Min Ni and Jonathan Ni intentionally or recklessly misled HF
Foods’s Board of Directors and the public as to the nature of HF Foods’s relationship with, and
the reason for the ongoing series of promissory notes with, Feilong.
6. Third, in 2018 and 2019, Zhou Min Ni, with the knowing assistance of Jonathan
Ni from 2018 until April 2019, paid himself hundreds of thousands of dollars through a series of
transactions involving another related party, UGO USA, Inc. (“UGO”). UGO, which was owned

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by Zhou Min Ni and his niece, was paid $50,000 a month (more than its services were worth). It
commonly passed on this money to a Chinese company that was wholly owned by Zhou Min Ni.
Jonathan Ni helped conceal the true nature of ongoing payments from HF Foods to UGO and
avoid questions from HF Foods’s auditors by directing HF Foods employees to reclassify the
payments as “advertising expense.”
7. Defendants also misrepresented the financial condition of HF Group and then HF
Foods to auditors and investors. Prior to the de-SPAC transaction, Zhou Min Ni and Jonathan Ni
knowingly, recklessly, or negligently signed representation letters to auditors that made false
statements about the company’s accounting practices and financial records. HF Group’s auditors
relied upon these false representation letters when they prepared audited financial statements that
were later incorporated into proxy filings related to the de-SPAC transaction. Additionally, as
CFO, Jonathan Ni prepared 2017 and 2018 financials of HF Group that contained false and
misleading representations about the company. These financials were incorporated into proxy
statements
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 used to solicit votes to complete the de-SPAC transaction.
8. After HF Foods became a public company in 2018, Zhou Min Ni and Jonathan Ni
signed public filings in October 2018 and April 2019 that they knew or were reckless in not
knowing misrepresented and omitted material information about company funds that were being
paid to Zhou Min Ni. Additionally, in April 2019 and April 2020, HF Foods, under Zhou Min
Ni’s leadership, issued proxy statements that omitted material information about company funds
that were being paid to Zhou Min Ni and falsely asserted that the Board of Directors had
conducted analyses of HF Foods’s related party transactions. Zhou Min Ni also signed Forms 10-
Q that were publicly filed on May 15, 2019, and August 14, 2019 that he knew, or was reckless

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 Proxy statements describe matters up for shareholder vote and include management and executive compensation
information if the shareholders are voting for the election of directors.

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in not knowing, omitted material information about company funds that were being paid to him.
Finally, Zhou Min Ni and Jonathan Ni intentionally, recklessly, or negligently signed public
certifications and management representation letters that misled the public and HF Foods’s
auditors about the company’s accounting practices and financial records.
9. In 2023, HF Foods announced a restatement of financial statements for fiscal
years 2019 and 2020. The company further announced that it had determined, based on factual
findings made by a Special Investigation Committee of HF Foods’s Board of Directors (“SIC”):
certain Revolution Industry advances, including payments for luxury cars, did not occur in the
normal course of business, and certain payments should have been counted as compensation for
Zhou Min Ni; Feilong was not a supplier to the Company and there is no evidence that funds
from the line of credit were provided to Feilong (contrary to what had been represented to the
Board and the public); and payments to UGO were not commensurate with the services
provided.
NATURE OF PROCEEDINGS AND RELIEF SOUGHT
10. The Commission brings this action pursuant to the authority conferred upon it by
Section 20(b) of the Securities Act [15 U.S.C. §§ 77t(b)] and Section 21(d)(1) of the Exchange
Act [15 U.S.C. § 78u(d)(1)].
11. The Commission seeks permanent injunctions against Zhou Min Ni and Jonathan
Ni enjoining them from engaging in the transactions, acts, practices, and courses of business
alleged in this Complaint; a conduct-based injunction against Zhou Min Ni, pursuant to Section
20(b) of the Securities Act and Sections 21(d)(1) and 21(d)(5) of the Exchange Act, preventing
him from exercising any control or influence over HF Foods and any of its successors; civil
penalties pursuant to Section 20(d) of the Securities Act and Section 21(d)(3) of the Exchange

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Act; officer and director bar against Zhou Min Ni pursuant to Section 20(e) of the Securities Act
and Section 21(d)(2) of the Exchange Act; officer and director bar against Jonathan Ni pursuant
to Section 21(d)(2) of the Exchange Act; disgorgement of ill-gotten gains from Zhou Min Ni
pursuant to Sections 21(d)(3), 21(d)(5) and 21(d)(7) of the Exchange Act, plus prejudgment
interest; and such other relief as the Court may deem just and proper.
JURISDICTION AND VENUE
12. This Court has jurisdiction over this action pursuant to Sections 20 and 22 of the
Securities Act [15 U.S.C. §§ 77t and 77v] and Sections 21(d), 21(e), and 27 of the Exchange Act
[15 U.S.C. §§ 78u(d), 78u(e), and 78aa].
13. Venue is proper in this Court pursuant to Sections 22(a) and (c) of the Securities
Act and Section 27 of the Exchange Act. Certain of the acts, practices, transactions and courses
of business alleged in this Complaint occurred within the District of Columbia, and were
effected, directly or indirectly, by making use of means or instrumentalities of transportation or
communication in interstate commerce, or the mails. Specifically, and as described later in this
Complaint, HF Foods filed with the SEC in this judicial district multiple materially false and
misleading documents, such as Forms 10-Q, 10-K, and 8-K.
RELEVANT PARTIES
14. Zhou Min Ni, age 55, resides in Greensboro, North Carolina. From 1997, when
he co-founded HF Group, the predecessor to HF Foods, with his spouse, until his resignation on
February 23, 2021, Zhou Min Ni served as Chairman of HF Foods; he served as CEO of HF
Foods from 1997 until 2020, then co-CEO from November 2019 until his resignation on
February 23, 2021.

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15. Jian Ming “Jonathan” Ni, age 51, resides in Greensboro, North Carolina.
Jonathan Ni was a consultant to HF Group from 2003 to approximately 2015. He has been a
certified public accountant (“CPA”) licensed to practice in the State of North Carolina since
January 2014. As of the date of this Complaint, Jonathan Ni’s CPA license in North Carolina is
in retired status. He was the CFO of HF Group beginning in 2015 and was CFO when it
completed the de-SPAC process and became a public company (i.e., HF Foods) in August 2018.
He resigned from his CFO position of HF Foods in April 2019.
16. HF Foods Group Inc. (“HF Foods”) (NASDAQ: HFFG), a Delaware
corporation currently headquartered in Las Vegas, Nevada, is a food service distributor to Asian
restaurants in the United States. In August 2018, HF Foods became a public company through a
reverse merger with a SPAC. HF Foods’s common stock is registered with the Commission
pursuant to Section 12(b) of the Exchange Act and trades on the Nasdaq Capital Market. HF
Foods’s fiscal year ends on December 31, and it files periodic reports, including Forms 10-K,
with the Commission pursuant to Section 13(a) of the Exchange Act and related rules thereunder.
Through at least March of 2020, HF Foods had its principal executive offices in Greensboro,
North Carolina.
17. Atlantic Acquisition Corp. (“Atlantic Acquisition”) (NASDAQ: ATACU), a
Delaware corporation, was a blank check company that was formed as a SPAC in June 2017. A
SPAC has no underlying business operations. A SPAC raises capital through an initial public
offering and uses the proceeds to acquire an unidentified private operating company through a
business combination transaction. After the SPAC combines with the private company via this
merger transaction, also called the “de-SPAC process,” it continues operating as a public

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company. Atlantic Acquisition merged with HF Group in August 2018 through the de-SPAC
process, then changed its name to HF Foods.
FACTS
18. Zhou Min Ni and his wife founded HF Group in 1997 in Kernersville, North
Carolina. HF Group specialized in providing wholesale food to Asian-food restaurants.
19. From the inception of HF Group, Zhou Min Ni served as the Chief Executive
Officer (“CEO”), directing the growth of the business. HF Group, under Zhou Min Ni’s
leadership, formed or acquired other businesses, in addition to growing internally. Over several
decades, the company increased considerably in size and operations.
20. During the Relevant Period, Zhou Min Ni served as CEO of HF Foods from
August 2018 to November 2019, and then as Co-CEO from November 2019 to February 2021.
He served as Chairman of HF Foods from August 2018 to February 2021. He was an
experienced CEO knowledgeable about HF Group’s and HF Foods’s business operations and
was regularly briefed on HF Foods’s financial status, including its revenue, margins, expenses,
and profits. Zhou Min Ni was also kept informed about HF Foods’s relevant loans and lines of
credit.
21. Jonathan Ni began working with HF Group in 2003 as a consultant, providing
general business analysis for Zhou Min Ni and his family. As time passed, Jonathan Ni took on
greater responsibilities. In 2014, Jonathan Ni became a CPA in North Carolina. By 2015, he had
officially become Chief Financial Officer (“CFO”) for HF Group, then a private company.
22. As CFO and a CPA, Jonathan Ni managed the company’s finances, including
leading the team that prepared the company’s general ledgers. The team consisted of a
comptroller, who worked for HF Group and HF Foods on a contract basis, and two or three

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general accountants. Jonathan Ni regularly received and reviewed internal financial statements
that were prepared by the accounting team.
23. Prior to August 2018, HF Group was a private company co-owned by Zhou Min
Ni and his spouse. In August 2018, HF Group transformed from a private company into HF
Foods, a publicly-listed company, via a de-SPAC transaction with Atlantic Acquisition, a
publicly-traded company. After the de-SPAC transaction, Zhou Min Ni became Chairman of HF
Foods and continued to serve as CEO of HF Foods until November 2019, and then as co-CEO
and Chairman from then until February 2021.
24. In 2017, HF Group, under the leadership of Zhou Min Ni, began communicating
with Atlantic Acquisition, the SPAC that would ultimately merge with HF Group. Atlantic
Acquisition recommended that HF Group retain the services of an external consultant to help
guide it through the process of selling shares to the public, commonly referred to as “going
public” or becoming a “public company.” In the leadup to HF Group going public, Jonathan Ni
and the financial team he supervised helped reorganize the company’s financials in response to
comments and questions from its external auditor, its attorneys, and the external consultant
recommended by Atlantic Acquisition.
25. As HF Group transitioned from a private to a public company, Zhou Min Ni and
Jonathan Ni knew it needed to change or eliminate certain financial practices to effectuate a
merger and comport with public expectations. First, Zhou Min Ni and his family used HF
Group’s business proceeds to buy, maintain and insure a fleet of exotic and luxury cars. The title
to these cars was held by an HF Group subsidiary. Second, HF Group offered its employees a
loan program: it allowed employees to contribute money to an internal company account (that
was subsequently commingled with the company’s general operating fund) at a “guaranteed” rate

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of return. Third, HF Group had an ongoing relationship with UGO, a company that was owned
by Zhou Min Ni and his niece and that provided HF Group with some professional services in
exchange for money (with the payments far greater than the value of the services provided).
26. During the Relevant Period, Zhou Min Ni, with the knowing assistance of
Jonathan Ni between 2018 until April 2019, worked to conceal these problems and signed public
disclosures that misled investors about them.
A. The “Revolution” Scheme: Using HF Foods Cash to Pay for Luxury Cars
27. Before HF Group became a public company, Zhou Min Ni used its business
proceeds to purchase and lease cars for his and his family’s personal use. These included luxury
cars (a BMW, an Audi, and a Porsche) kept for daily use by Zhou Min Ni and his family, as well
as exotic sports cars (various Ferraris, a Bentley, a Dodge Viper, and a rare Ford GT) purchased
for the use of Zhou Min Ni’s son. Jonathan Ni was also aware of and involved in the
transactions. He helped finance the cars on Zhou Min Ni’s behalf, signed documents to purchase
some of the cars, and was involved in the management of the HF Group subsidiary (a trucking
service business) that held the title to these cars.
28. Zhou Min Ni and Jonathan Ni knew that there was no business reason for HF
Group’s trucking subsidiary to hold title to exotic cars. Thus, as the company prepared to
become a public company, Zhou Min Ni directed Jonathan Ni to orchestrate a scheme to hide the
company’s continued funding of luxury and exotic cars for Zhou Min Ni and Zhou Min Ni’s son.
This scheme, which continued until at least 2021, long after the company had gone public, was
carried out via a series of transactions with entities co-owned by Zhou Min Ni and his son.
29. Beginning in mid-2017, Jonathan Ni directed HF Group’s outside counsel to set
up three private entities: Revolution Industry, Revolution Automotive, and Revolution Property:

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a. Revolution Industry: The stated purpose of this entity, which was formally
founded in February 2018, was to spin off HF Group’s profitable egg roll
mix business into a separate company that was initially co-owned by Zhou
Min Ni and his then-teenage son, then later wholly owned by the son.
Though it was purportedly a separate company, Revolution Industry
continued to produce egg roll mix at HF Group’s Greensboro warehouse,
leasing the space from HF Group, using production equipment it
purchased from HF Group, and paying the same HF Group employees
who used to work on egg roll mix production. HF Group then purchased
the egg roll mix from Revolution Industry.
b. R
evolution Automotive: The stated purpose of this entity was to take over
the luxury vehicles owned by HF Group’s trucking subsidiary and to
maintain and expand the fleet. When this entity was first established in
July 2017, it was jointly owned by Zhou Min Ni and his then-teenage son,
though his son ultimately became the 100% owner. Revolution
Automotive’s purported business plan was to generate profit by organizing
and hosting road rallies, as well as trading luxury vehicles, but this plan
was never realized, and the luxury vehicles owned by Revolution
Automotive remained solely for the personal use of Zhou Min Ni and his
family.
c. R
evolution Property: The stated purpose of this entity was to acquire land
and build a warehouse for the luxury vehicles owned by Revolution

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Automotive. This business plan was never realized, and Revolution
Property remained a paper entity.
30. HF Group and later HF Foods, with Zhou Min Ni and Jonathan Ni’s knowledge
and approval, made improper payments of approximately $2.4 million to Revolution Industry
and Revolution Automotive between August 2018 and December 2020. From August 2018 until
his departure from the company in April 2019, Jonathan Ni enabled these improper payments.
Though HF Foods represented that these advances occurred in the normal course of business, a
portion of the money was used to maintain and expand the fleet of luxury vehicles owned by
Revolution Automotive, which were ultimately enjoyed by Zhou Min Ni’s family. As a result,
HF Foods’s public filings signed by Zhou Min Ni and Jonathan Ni in 2018 and 2019 misstated
the compensation paid to Zhou Min Ni by the same amount.
31. Although certain transactions between HF Foods and Revolution Industry may
have been legitimate, part of the money sent by HF Foods to Revolution Industry (which was
then forwarded to Revolution Automotive) appears to have been provided for the sole purpose of
making payments for luxury vehicles. For example, in August 2018, after HF Foods had gone
public, an HF Foods employee e-mailed HF Foods’s Treasurer, stating that Revolution
Automotive had a nearly $60,000 unpaid balance for the month. The Treasurer responded that
the HF Foods employee could “cut the check to Revolution industry. Then [Revolution Industry]
can pay to [Revolution Automotive].”
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32. Zhou Min Ni, as the joint owner of the Revolution entities, was aware that money
was flowing from HF Foods, through Revolution Industry, into Revolution Automotive. Zhou
Min Ni also was aware that Revolution Automotive was using the money transferred from HF

3
 In early 2018, HF Group made several payments directly to Revolution Automotive, even though there was no
legitimate commercial relationship between HF Group and Revolution Automotive.

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Foods, via Revolution Industry, to pay the expenses incurred for his family’s fleet of
automobiles.
33. Jonathan Ni, as a CPA and the CFO of HF Foods, knew that a public company
should not have a fleet of luxury and exotic vehicles on the books of a subsidiary. And he also
knew, as a close business associate of Zhou Min Ni and a personal confidante of Zhou Min Ni’s
son, that the Revolution entities were used to divert funds from HF Foods to maintain and
expand the fleet of luxury vehicles for the benefit of Zhou Min Ni’s family. Thus, Jonathan Ni
worked with HF Group’s company lawyers to execute a series of transactions that established the
Revolution entities and transferred the vehicles from HF Group to Revolution Automotive. He
reviewed and authorized certain payments made by HF Group and later HF Foods to the
Revolution entities, which were ultimately used to finance the vehicles.
34. Jonathan Ni signed HF Foods’s public filings that contained material
misstatements about HF Foods’s payments to Revolution Industry. See infra ¶¶ 61–78. CFO
knew or was reckless in not knowing that the public filings were materially false and misleading,
because they failed to disclose that payments to Revolution Industry and Revolution Automotive
for what they actually were: compensation to the CEO. By concealing HF Foods’s ongoing
undisclosed compensation to its CEO, Jonathan Ni materially misled investors.
35. Ultimately, after Jonathan Ni left the company, HF Foods determined that
payments to Revolution Industry were improper. In its Form 10-K for 2021, which was filed in
2023, HF Foods admitted: “[c]ertain advances to Revolution Industry, LLC (“Revolution
Industry”), in particular, payments for luxury cars, did not occur in the normal course of
business. The Company has determined that certain payments to Revolution Industry should be
accounted for as compensation expense, including in the previously filed financial statements, as

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Revolution Industry and Revolution Automotive, LLC were used to obtain funds which paid for
luxury cars to the benefit of the Ni family.”
36. As CEO and CFO of HF Foods, Zhou Min Ni and Jonathan Ni signed HF Foods’s
public filings that contained material misstatements about HF Foods’s payments to Revolution
Industry. See infra ¶¶ 61–87. Defendants knew or were reckless in not knowing that the public
filings were materially false and misleading, because they failed to disclose that payments to
Revolution Industry and Revolution Automotive for what they actually were: compensation to
Zhou Min Ni. By concealing HF Foods’s ongoing undisclosed compensation to its CEO, Zhou
Min Ni and Jonathan Ni materially misled investors.
B. The Staff Loan Scheme: Hiding Millions of Liabilities
37. For years before it went public, HF Group ran a loan program for its employees,
business associates, and their relatives. The Staff Loan Program, which was started by Zhou Min
Ni and had at least sixty-two participants, promised guaranteed rates of return to participants for
providing money to HF Group. Participants could make actual cash deposits or choose to
automatically deposit portions of their salary directly into the program. The program funds were
commingled with HF Group’s general operating funds, where much of it was used to pay for the
day-to-day operations of the company. In addition, some program funds were used to help pay
for Zhou Min Ni’s real estate investments. HF Group and HF Foods documents described the
Staff Loan Program balance as “Loan to Staff,” and as investments to affiliated companies.
38. Before HF Group became a public company, its consultants and auditors advised
its senior management, including Zhou Min Ni and Jonathan Ni, that the Staff Loan Program
balance should be removed from HF Group’s books.
39. With Zhou Min Ni’s knowledge and approval, Jonathan Ni helped remove the
Staff Loan Program balance from HF Group’s accounting records, even while HF Group

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continued to repay the loans off the books. In anticipation of going public, the Staff Loan
Program was purportedly discontinued on October 31, 2017, and purportedly removed from HF
Group’s books in November 2017 through a series of adjusting journal entries that offset the
outstanding program balance partially against assets listed on HF Group’s books and recording
other credits.. These accounting entries included references to Zhou Min Ni assuming the debt
“personally.” But, as Jonathan Ni knew, he and Zhou Min Ni removed the liability from HF
Foods books by creating a purported line of credit between HF Foods and Feilong, a now-
defunct company connected to a business partner of Zhou Min Ni.
40. In January 2018, Zhou Min Ni reached out to this business partner and asked her
to take responsibility for interest payments on a personal obligation he had to HF Group (but not
the obligation itself). According to the business partner, Zhou Min Ni never said what the
obligation was for. The business partner also recalled speaking with Jonathan Ni about the
obligation. No one told the program’s participants that Zhou Min Ni, Feilong, or any other third
party was taking over the repayment obligation of the program.
41. The Staff Loan Program continued even after the liability was removed from the
books and after HF Foods became a public company. HF Foods continued to pay out interest and
return principal in cash to program participants via HF Foods’s cash-on-hand account. But
because the program was no longer on HF Foods’s books, Staff Loan transactions were now—at
Jonathan Ni’s direction—inaccurately recorded in the “Due to/from Feilong” general ledger
account, with interest payments recorded as “Feilong Fee” and withdrawal of principal recorded
as “Feilong Withdraw.” In other words, when HF Foods paid cash to program participants, it
recorded an offsetting receivable owed by Feilong, as if HF Foods were making the payments on
behalf of Feilong.

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42. To account for these ongoing payments, supposedly made by HF Foods on behalf
of Feilong, HF Foods issued a series of notes receivable (lines of credit and promissory notes)
purportedly with Feilong and purportedly signed by Zhou Min Ni’s business partner, in
increasing amounts. The notes covered the amounts that HF Foods continued to pay out of its
cash-on-hand account in connection with the program. Bank records do not show any transfer of
funds from Feilong to HF Foods in connection with the program nor any transfer of funds from
HF Foods to Feilong under the promissory notes.
43. Jonathan Ni was responsible for drafting at least part of the first note receivable
that was exchanged with Feilong in September 2017, which supposedly provided Feilong with a
$1.5 million line of credit. Jonathan Ni also reviewed two additional notes receivable that were
exchanged with Feilong on February 15, 2018, and September 30, 2018. These additional notes
expanded the purported line of credit to $3 million and $4 million, respectively.
44. To get approval for this supposed business loan to Feilong, Zhou Min Ni and
Jonathan Ni knowingly or recklessly misrepresented the nature of the relationship between HF
Foods and Feilong to HF Foods’s Board of Directors, falsely telling the Board at a meeting on
September 7, 2018, that Feilong supplied food containers for HF Foods and that HF Foods
needed to loan Feilong money to ensure a reliable supply chain. But there is no evidence that
Feilong ever supplied anything to HF Foods.
45. Zhou Min Ni and Jonathan Ni knew or were reckless in not knowing that Feilong
did not actually supply HF Group or HF Foods with anything, that the supposed transactions
between HF Foods and Feilong only existed on paper, and that HF Foods’s line of credit and
promissory notes with Feilong were created to give the false impression that the Staff Loan did
not exist in HF Foods’s books. Zhou Min Ni and Jonathan Ni also knew that HF Foods was

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recording payments to staff members that were due under the Staff Loan Program as loans
extended to Feilong, even though they knew that Zhou Min Ni was the person actually
responsible for the debt.
46. Nonetheless, Zhou Min Ni and Jonathan Ni knowingly or recklessly
misrepresented the true nature of the relationship with Feilong to HF Foods’s auditors and its
Board of Directors. Zhou Min Ni and Jonathan Ni knew, or were reckless in not knowing, that
this constituted a material misrepresentation that made HF Foods’s public filings inaccurate. As
CEO and CFO of HF Foods, Zhou Min Ni and Jonathan Ni also signed HF Foods’s public filings
that misstated HF Foods’s liabilities and omitted material information regarding the Staff Loan
Program and the true nature of the Feilong notes. See infra ¶¶ 61–78.
47. In March 2019, Zhou Min Ni issued a personal guarantee for the Feilong note
receivable, which then had an outstanding balance of $3.6 million. In September 2019, Zhou Min
Ni purchased the Feilong note receivable using his HF Foods stock.
C. The UGO Scheme: Overpaying Zhou Min Ni for “Professional Fees”
48. UGO was incorporated in North Carolina in May 2017 as an entity that was 30%
owned by Zhou Min Ni and 70% by his niece. Its principal offices were at HF Group’s
headquarters. UGO appears to have had only four employees, one of whom was Zhou Min Ni’s
niece.
49. Beginning in January 2018, HF Group began paying UGO $50,000 per month for
“professional services.” HF Group paid UGO purportedly in exchange for creating an online
shopping portal for HF Group and a mobile application through which HF Group’s customers
could place orders. But UGO actually provided these services by subcontracting with a China-
based company that was wholly owned by Zhou Min Ni. UGO made numerous $50,000
payments to Zhou Min Ni’s company in China—essentially, passing along the fees paid by HF

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Foods to Zhou Min Ni. Between August 2018 and 2021, UGO received approximately $1
million in total from HF Group and HF Foods, purportedly for professional services.
50. Zhou Min Ni provided directions to his niece regarding how to run UGO. Zhou
Min Ni also was responsible for choosing the China-based subcontractor, which he wholly
owned, to create and maintain UGO’s website. Zhou Min Ni negotiated the agreement between
UGO and the subcontractor, and Zhou Min Ni directed his niece to make payments from UGO to
both the subcontractor and to Zhou Min Ni directly.
51. Jonathan Ni took actions furthering the scheme to take money out of HF Group
and later HF Foods for Zhou Min Ni’s benefit. In an email dated March 29, 2018, HF Group’s
Controller told HF Group’s Treasurer that Jonathan Ni would speak to her about preparing
monthly invoices for UGO to submit to HF Group, despite the fact that neither Jonathan Ni, nor
the Controller, nor the Treasurer were employees of UGO. In March 2018, Jonathan Ni also
directed HF Group’s finance personnel to reclassify in HF Group’s books and records the
payments to UGO from “professional fees” to “advertising expense,” which helped to avoid
further questions about the payments from HF Group’s auditors.
52. Ultimately, in its 2023 Restatement, HF Foods concluded that the amounts paid to
UGO that were eventually forwarded to Zhou Min Ni should have been recorded as
compensation for Zhou Min Ni. HF Foods also later concluded that the services provided by
UGO were not commensurate with the amount paid by HF Foods—including approximately $1
million after HF Foods became a public company.
53. Zhou Min Ni and Jonathan Ni knew, or were reckless in not knowing, that HF
Foods’s payments to UGO constituted compensation to Zhou Min Ni. Zhou Min Ni and Jonathan
Ni also knew that HF Foods was paying UGO $50,000 per month and that Zhou Min Ni was

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receiving a large portion of these monthly payments. Zhou Min Ni and Jonathan Ni knew that
Zhou Min Ni owned 100% of the Chinese entity that subcontracted with UGO. Indeed, according
to Jonathan Ni, he believed that payments went to UGO so that Zhou Min Ni could recoup
expenses he had incurred in setting up the online portal and mobile application. Zhou Min Ni and
Jonathan Ni also knew, or were reckless in not knowing, that Zhou Min Ni had not provided any
documentation of expenses that would justify receiving these payments.
D. As CFO Prior to the De-SPAC Merger, Jonathan Ni Prepared Financial
Statements That Misled the Public
54. As part of the SPAC process, Atlantic Acquisition (the company that ultimately
merged with HF Group) publicly filed proxy statements with the SEC in support of the de-SPAC
transaction. The proxy statements included HF Group’s misleading financials for 2017 and the
first quarter of 2018 and contained other misrepresentations and omissions about HF Group.
55. Specifically, Atlantic filed proxy statements on April 6, May 24, June 15, July 5,
and July 18, 2018. All of these proxy statements contained substantially similar false and
misleading statements. Among other issues, all of the proxy statements falsely and misleadingly
assert that HF Group’s financials were prepared according to GAAP.
56. Additionally, the Atlantic proxy statements from May, June, and July note that
HF Foods provided an advance of $334,341 to Revolution Industry in the normal course of
business, when in fact the funds were eventually diverted to Revolution Automotive to finance
luxury vehicles.
57. These misstatements were material. Reasonable investors would have wanted to
know that the company’s financials were not prepared in accordance with GAAP and that the
company was providing advances to a related party that were being used to pay for luxury cars.

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58. Zhou Min Ni, as HF Group’s CEO, knew that the line of credit and promissory
notes with Feilong existed to create the false impression that the liability for the Staff Loan
Program had been removed legitimately from HF Group’s books. Zhou Min Ni nonetheless
signed management representation letters to HF Foods’s auditors on March 14, 2018, May 24,
2018, and August 27, 2018, that contained misstatements, including letters provided to auditors
concerning financial statements for the 2018 de-SPAC transaction that were included in Atlantic
Acquisition’s pre-transaction proxy statements.
59. Jonathan Ni was HF Group’s CFO and was intimately familiar with the
Revolution entities, the UGO scheme, and the Staff Loan Program, as well as HF Group’s
financials. Prior to the de-SPAC transaction, Jonathan Ni reviewed and prepared financial
information for HF Group that he knew to be inaccurate, and that he helped cause to be
inaccurate. He was responsible for providing that information to Atlantic Acquisition and knew
that this information was ultimately included in proxy statements that were publicly
disseminated. He also knew that the proxy statements included auditor’s reports relating to
materially false and misleading letters that he had signed and sent to HF Group’s auditors (see
infra ¶¶ 88–94). He therefore knew or was reckless in not knowing that these proxy statements
contained materially misleading information and omitted facts necessary to render material
statements in the proxy not misleading.
60. Zhou Min Ni and Jonathan Ni intentionally, recklessly, or negligently reviewed
and prepared financial information for HF Group that they knew to be inaccurate, and that they
helped cause to be inaccurate. They were responsible for providing these materially misleading
statements or omissions in the financials that were given to Atlantic Acquisition. As a result of

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the Defendants’ actions, Atlantic Acquisition publicly filed and used proxy statements to
approve the de-SPAC transaction with HF Group that were materially false or misleading.
E. As CEO and CFO of HF Foods, Zhou Min Ni and Jonathan Ni Signed False
and Misleading Public Filings and Made Certifications Pursuant to Section
302 of the Sarbanes-Oxley Act
61. As HF Foods’s CEO, Zhou Min Ni was aware of the schemes involving the
Revolution entities, UGO, and the Staff Loan program as well as the fact that HF Foods made
materially false and misleading statements about the various schemes. At the very least, as the
CEO of HF Foods, Zhou Min Ni was reckless in not knowing that these transactions were not
accurately disclosed in HF Foods’s public filings. Zhou Min Ni signed all of the company’s 10-Q
and 10-K filings during his tenure as CEO from August 2018 to November 2019 and as co-CEO
from November 2019 to February 2021.
62. As CFO of a public company and a CPA, Jonathan Ni led the internal team that
prepared the company’s financial statements. He answered questions from the audit and
consulting teams, who prepared and submitted initial drafts for his review. Jonathan Ni drafted
portions of HF Foods’s 2018 Form 10-K and signed the company’s 2018 third quarter Form 10-
Q and 2018 Form 10-K filings.
63. HF Foods’s CEO and CFO were required, pursuant to Section 302 of the
Sarbanes-Oxley Act [15 U.S.C. § 7241] (“SOX”), to sign certain certifications when filing
periodic reports with the Securities and Exchange Commission. Thus, when Zhou Min Ni signed
and submitted HF Foods’s Form 10-Q for Q3 2018 and Forms 10-Q for the first three quarters of
2019 and 2020, in addition to annual reports on Form 10-K for 2018 and 2019, he certified,
among other things, that HF Foods’s filings did not contain any untrue statement of a material
fact and that he had evaluated the effectiveness of HF Foods’s internal controls. During the
months when Jonathan Ni served as CFO and HF Foods was a public company, Jonathan Ni

22

prepared and signed documents that certified that he had evaluated the effectiveness of HF
Foods’s internal controls.
1. Zhou Min Ni and Jonathan Ni Signed HF Foods’s Form 10-Q For Q3
2018, Which Materially Misled Investors
64. After the de-SPAC transaction, HF Foods filed a Form 10-Q for the third financial
quarter of 2018 on November 14, 2018. Zhou Min Ni and Jonathan Ni signed this Form 10-Q,
which they knew, or were reckless in not knowing, contained multiple materially false or
misleading statements.
65. Specifically, HF Foods’s Form 10-Q stated that it had made $362,077 in cash
advances to Revolution Industry, which it described as “made in the normal course of business.”
This was false—as HF Foods itself acknowledged in its 2021 Form 10-K, these advances were
not always made in the ordinary course of business. Rather, as Zhou Min Ni and Jonathan Ni
knew, or were reckless in not knowing, HF Foods had made at least $60,000 in advance
payments to Revolution Industry, specifically timed to pay Revolution Automotive’s outstanding
bills. See supra, ¶ 31.
66. HF Foods’s Form 10-Q also falsely stated that it had “entered into a line of credit
promissory note agreement with Feilong Trading, Inc., which is a supplier to the Company.”
Zhou Min Ni and Jonathan Ni knew or were reckless in not knowing that Feilong was not a
supplier to the company, that HF Foods never provided funds to Feilong, and that the notes
receivable were not provided in the ordinary course of business. Moreover, the Form 10-Q failed
to state the true purpose of the Feilong Note—to conceal HF Foods’s ongoing debt to its
employees.
67. Zhou Min Ni and Jonathan Ni also signed the certifications that were attached to
HF Foods’s third quarter 2018 Form 10-Q as Exhibits 31.1 and 31.2, respectively. Accordingly,

23

Zhou Min Ni and Jonathan Ni knowingly or recklessly, certified the following false and
misleading statements:
a. The 10-Q contained no false statements of material fact or omissions of
material facts necessary to make the statements made not misleading;
b. The 10-Q “fairly present[ed] in all material respects” the “financial
condition, results of operations and cash flows” of HF Foods;
c. HF Foods had established and maintained disclosure controls and
procedures and internal control over financial reporting;
d. They had disclosed “[a]ll significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting” and
“[a]ny fraud, whether or not material, that involves management.”
68. For all the reasons stated above, these representations that HF Foods’s Form 10-Q
contained no false statements of material fact and fairly presented the financial condition of HF
Foods were false and/or misleading. According to Jonathan Ni, only he, HF Foods’s auditors,
and HF Foods’s consultants were involved in the internal control process in 2018. Zhou Min Ni
and Jonathan Ni knew or should have known that HF Foods’s internal controls over financial
reporting were not comprehensively documented as of the end of 2018, and that there was no
written policy of internal controls at that time. Zhou Min Ni and Jonathan Ni also knew, were
reckless in not knowing, or should have known that they never received an internal control report
from HF Foods’s consultants. Thus, Zhou Min Ni and Jonathan Ni knew, were reckless in not
knowing, or should have known that HF Foods had not sufficiently assessed its internal controls,
and that the representation relating to HF Foods’s disclosure controls and procedures and internal
controls over financial reporting were false.

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69. Zhou Min Ni and Jonathan Ni also signed a second certification pursuant to
Section 906 of the Sarbanes-Oxley Act [18 U.S.C. § 1350] that was attached to HF Foods’s 2018
3Q Form 10-Q as Exhibit 32. In this document, Zhou Min Ni and Jonathan Ni, intentionally or
recklessly, falsely certified that the 10-Q “fully compl[ied] with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934,” and “fairly present[ed], in all material
respects, the financial condition and results of operation of the Company.” For the reasons
described above, Zhou Min Ni and Jonathan Ni knew or were reckless in not knowing this was
untrue.
70. These misstatements were material. Reasonable investors would have wanted to
know that HF Foods was paying its CEO (via Revolution Industry) hundreds of thousands of
dollars under the table, and that it was concealing millions of dollars of ongoing debt to its own
employees by creating a purported line of credit to a company with no real business relationship
to HF Foods. Moreover, reasonable investors would have wanted to know that Zhou Min Ni and
Jonathan Ni had failed to evaluate the effectiveness of HF Foods’s internal control over financial
reporting using any suitable framework.
2. Zhou Min Ni and Jonathan Ni Signed HF Foods’s Form 10-K For FY
2018, Which Materially Misled Investors
71. On April 1, 2019, HF Foods filed with the SEC its Form 10-K for the 2018 fiscal
year. Zhou Min Ni and Jonathan Ni signed this document, which they knew, or were reckless in
not knowing, contained multiple materially false and misleading statements.
72. Specifically, HF Foods’s 2018 Form 10-K stated that HF Foods had “entered into
a line of credit promissory note agreement with Feilong Trading, Inc., which is a supplier to the
Company.” For the reasons described above, Zhou Min Ni and Jonathan Ni knew or were
reckless in not knowing, that Feilong was not a supplier to the company; that HF Foods, in fact,

25

never provided funds to Feilong; and that the notes receivable were not provided in the ordinary
course of business. Moreover, the Form 10-K failed to state the true purpose of the Feilong Note:
to conceal millions of dollars in HF Foods’s ongoing debt to its employees.
73. HF Foods’s Form 10-K also included additional misstatements in its consolidated
balance sheet. Specifically, it materially understated HF Foods’s distribution, selling and
administrative expenses (the line item that included executive compensation) by counting the
money paid to Revolution Industry in 2018 as “cost of revenue.”
74. Zhou Min Ni and Jonathan Ni also signed the certifications that were attached to
the Form 10-K as Exhibit 31.1 and 31.2, respectively. Accordingly, Zhou Min Ni and Jonathan
Ni knowingly or recklessly, falsely certified the following false and misleading statements:
a. The 10-K contained no false statements of material fact or omissions of
material facts necessary to make the statements made not misleading;
b. The 10-K “fairly present[ed] in all material respects” the “financial
condition, results of operations and cash flows” of HF Foods;
c. They had designed, or caused to be designed, internal control over
financial reporting, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with GAAP;
d. They had disclosed “[a]ll significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting” and
“[a]ny fraud, whether or not material, that involves management.”
75. For all the reasons stated above, these representations that HF Foods’s 10-K
contained no false statements of material fact and fairly presented the financial condition of HF

26

Foods were false or misleading. Moreover, as with HF Foods’s 10-Q for the third quarter of
2018, Zhou Min Ni and Jonathan Ni knew or should have known that HF Foods did not, in fact,
have sufficient internal controls over financial reporting.
76. Zhou Min Ni and Jonathan Ni also signed second SOX Certifications that were
attached to HF Foods’s Form 10-K as Exhibit 32.1 and 32.2, respectively. In these documents,
Zhou Min Ni and Jonathan Ni certified that the 10-K “fully compl[ied] with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,” and “fairly present[ed], in all
material respects, the financial condition and results of operation of the Company.” For all the
reasons described above, Zhou Min Ni and Jonathan Ni knew or were reckless in not knowing
that this was untrue.
77. These were material misstatements. Reasonable investors would have wanted to
know that HF Foods had created a fictitious relationship with a purported “supplier” that
provided no actual goods or services in order to conceal the payments it was making to the Staff
Loan Program participants. Reasonable investors would have wanted to know that HF Foods was
hiding hundreds of thousands of dollars in executive compensation on its balance sheet, thereby
understating its administrative costs. And reasonable investors would have wanted to know that
the company—and Zhou Min Ni and Jonathan Ni—had not evaluated the effectiveness of HF
Foods’s internal control over financial reporting using any suitable framework.
78. Jonathan Ni officially retired from HF Foods on April 1, 2019, the same day that
HF Foods publicly filed the 2018 Form 10-K (which he signed).
3. Zhou Min Ni Signed Six Additional Forms 10-Q for HF Foods, Which
Materially Misled Investors
79. As CEO of HF Foods, Zhou Min Ni signed HF Foods’s Forms 10-Q for the first
three quarters of 2019 and the first three quarters of 2020. Each of these public filings by HF

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Foods misstated the Staff Loan Program and the true nature of the Feilong notes, similar to the
third quarter 2018 Form 10-Q described supra, Paragraph 66. Specifically, the 2019 and 2020
filings state that HF Foods entered into a line of credit promissory note agreement with Feilong
and describe it as a supplier, even though Feilong was not a supplier and the line of credit
promissory note was only created to conceal the company’s continued involvement in the Staff
Loan Program transaction.
80. The Forms 10-Q for the first and second quarter of 2019 also materially misstated
HF Foods’s liabilities by omitting the money that HF Foods owed its employees. Zhou Min Ni
knew or was reckless in not knowing that these statements were materially inaccurate, in light of
his role in creating and concealing the Staff Loan Program.
4. Zhou Min Ni Signed HF Foods’s Form 10-K For FY 2019, Which
Materially Misled Investors
81. On March 16, 2020, HF Foods filed with the SEC its Form 10-K for the 2019
fiscal year. Zhou Min Ni signed this document, which he knew, or was reckless in not knowing,
contained multiple material false and misleading statements.
82. Specifically, HF Foods’s Form 10-K stated that it had “entered into a line of
credit promissory note agreement with Feilong Trading, Inc., which is a supplier to the
Company.” For the reasons described above, Zhou Min Ni knew or was reckless in not knowing
that Feilong was not a supplier to the company, that HF Foods, in fact, never provided funds to
Feilong, and that the notes receivable were not provided in the ordinary course of business.
Moreover, HF Foods’s Form 10-K failed to state the true purpose of the Feilong Note—to
conceal millions of dollars in HF Foods’s ongoing debt to its employees.
83. HF Foods’s Form 10-K also included additional misstatements in its consolidated
balance sheet. Specifically, it materially understated HF Foods’s distribution, selling and

28

administrative expenses (the line item that included executive compensation) by counting the
money paid to Revolution Industry in 2019 as “cost of revenue.”
84. Zhou Min Ni also signed the certifications that were attached to the Form 10-K as
Exhibit 31.1. Zhou Min Ni therefore, knowingly or recklessly, falsely certified the following:
a. The 10-K contained no false statements of material fact or omissions of
material facts necessary to make the statements made not misleading;
b. The 10-K “fairly present[ed] in all material respects” the “financial
condition, results of operations and cash flows” of HF Foods;
c. Along with HF Foods’s other certifying officer, he had designed, or
caused to be designed, internal control over financial reporting, to provide
reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance
with GAAP;
d. Along with HF Foods’s other certifying officer, he had disclosed “[a]ll
significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting” and “[a]ny fraud, whether or
not material, that involves management.”
85. For all the reasons stated above, these representations that HF Foods’s Form 10-K
contained no false statements of material fact and fairly presented the financial condition of HF
Foods were false or misleading. Moreover, as with HF Foods’s Forms 10-Q, Zhou Min Ni knew,
was reckless in not knowing, or should have known that HF Foods did not, in fact, have
sufficient internal controls over financial reporting.

29

86. Zhou Min Ni also signed a second SOX Certification that was attached to the
Form 10-K as Exhibit 32.1. In this documents, Zhou Min Ni certified that the 10-K “fully
compl[ied] with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934,” and “fairly present[ed], in all material respects, the financial condition and results of
operation of the Company.” For all the reasons described above, Zhou Min Ni knew, was
reckless in not knowing, or should have known that this was untrue.
87. These misstatements were material. Reasonable investors would have wanted to
know that HF Foods had created a fictitious relationship with a purported “supplier” that
provided no actual goods or services in order to conceal the payments it was making to Staff
Loan Program participants. Reasonable investors would have wanted to know that HF Foods was
hiding hundreds of thousands of dollars in executive compensation on its balance sheet, thereby
understating its administrative costs. And reasonable investors would have wanted to know that
the company— and Zhou Min Ni—had not evaluated the effectiveness of HF Foods’s internal
control over financial reporting using any suitable framework.
F. Zhou Min Ni and Jonathan Ni Made False and Misleading Representations
to HF Group’s and HF Foods’s Auditors
88. Between March 2018 and April 2019, Jonathan Ni signed five management
representation letters on behalf of HF Group and later HF Foods that were sent to the company’s
auditor. Many attestations made in these letters were false and misleading.
89. Between March 2018 and November 2020, Zhou Min Ni signed at least eight
management representation letters on behalf of HF Group and later HF Foods that were sent to
their auditor. Many attestations made in these letters were false and misleading.

30

90. Specifically, the letters signed by Zhou Min Ni and Jonathan Ni made the
following false and misleading statements about HF Foods and its financial reporting, using the
same or substantially similar language:
a. The financial statements referred to above are fairly presented in
conformity with U.S. [GAAP], and include all disclosures necessary for
such fair presentation and disclosures required to be included therein by
the laws and regulations to which the Company is subject.
b. We have made available to you all — a) financial records and related data,
including the names of all related parties and all relationships and
transactions with related parties. . . .
c. There are no material transactions that have not been properly recorded in
the accounting records underlying the financial statements.
d. We have no knowledge of any fraud or suspected fraud affecting the
Company involving: a) Management, b) Employees who have significant
roles in internal control of financial reporting, or c) Others where the fraud
could have a material effect on the financial statements.
e. The following have been properly accounted for and adequately disclosed
in the financial statements: a) Related party relationships or transactions,
including sales, purchases, loans, transfers, leasing arrangements,
guarantees, and amounts receivable from or payable to related parties. . . .
91. Zhou Min Ni and Jonathan Ni knew or were reckless in not knowing that these
statements were false and misleading because HF Foods’s financial statements did not comply
with GAAP; because HF Foods had concealed numerous material facts from its auditors;

31

because the leadership of HF Foods was aware of ongoing fraud involving Zhou Min Ni and his
family; and because HF Foods had failed to properly disclose transactions with related parties
like Revolution Industry designed to enrich Zhou Min Ni.
92. These misstatements were material. Reasonable investors would have wanted to
know that HF Foods was not preparing its financial statements in accordance with GAAP; that it
was failing to properly record and disclose the nature of material transactions; and that its CFO
and CEO were aware of ongoing fraud.
93. The audited financial statements of HF Group and the auditor’s report relating to
these false management letters were ultimately included in proxy statements filed by Atlantic
Acquisition Corp. (the pre-merger SPAC) in the spring and summer of 2018 to solicit votes to
approve its reverse merger with HF Group. These filings therefore materially misstated the
company’s liabilities and administrative expenses.
94. The practice continued after HF Foods became a public company. The audited
financial statements of HF Foods related to these false management letters signed by Zhou Min
Ni and Jonathan Ni were also included in HF Foods’s 2018 third quarter Form 10-Q and 2018
Form 10-K. They were also included in HF Foods’s Forms 10-Q from 2019 and 2020 and in HF
Foods’s Form 10-K from 2019.
G. Zhou Min Ni and HF Foods Solicited Proxies in 2019 and 2020 With
Definitive Proxy Statements That Materially Misled Investors
95. On April 30, 2019, and April 29, 2020, HF Foods publicly filed definitive proxy
statements, which it used to solicit proxies in connection with its 2019 and 2020 annual
meetings.

32

96. At the time of both definitive proxy statements, Zhou Min Ni was the CEO of HF
Foods and Chairman of HF Foods’s Board of Directors. Zhou Min Ni was a nominee for whose
election as director the proxies were solicited.
97. The 2019 and 2020 definitive proxy statements contained numerous
misstatements regarding HF Foods’s related party transactions, including a false assertion that
the Board of Directors had “analyzed the prices paid to these Related Parties as well as the level
of service, reliability, delivery terms, and historical performance of these Related Parties and has
concluded that such prices and terms are substantially equivalent to, or more advantageous than,
prices and terms the Company would receive in arm’s length transactions from third parties that
have no relationship with the Company and are capable of providing the same level of service.”
No such analysis occurred regarding HF Foods’s relationship to Revolution Industry or UGO.
98. Additionally, the 2019 and 2020 definitive proxy statements materially
understated Zhou Min Ni’s executive compensation amounts by omitting money he was
receiving through his connection to Revolution Industry and UGO.
99. These misstatements and omissions were material. HF Foods shareholders would
have wanted to know that the Board of Directors was failing to evaluate related parties with
whom HF Foods was doing business. Shareholders also would have wanted to know that the
company’s CEO and Chairman of the Board of Directors was receiving undisclosed
compensation.
H. The HF Foods Fraud Is Partially Revealed
100. On March 23, 2020, a financial research company that describes itself as
specializing in forensic financial research released a public report (“Report”) that alleged
misappropriation of company funds and accounting irregularities at HF Foods. The Report

33

accused HF Foods of concealing material facts from investors, some of which have been
described in this Complaint.
101. Specifically, the Report noted that Zhou Min Ni’s son publicly advertised his use
of a fleet of luxury cars, which were publicly owned by a subsidiary of HF Foods, and noted the
ongoing relationship between HF Foods and Revolution Industry. The Report also noted that
over $1 million in shareholder money had been transferred to UGO from HF Foods, from 2018
through March 2020.
102. In the aftermath of the Report, HF Foods stock dropped from $12.32 per share on
March 22, 2020, to close at $9.80 per share on March 23—a one-day drop of 20.5% on heavy
trading volume.
I. Zhou Min Ni Signs a False and Misleading Filing by HF Foods Responding
to the Report
103. On March 25, 2020, Zhou Min Ni, as Co-CEO of HF Foods, signed an interim
report on a Form 8-K that denied the “derogatory assertions” made in the Report and represented
that “[HF Foods’s] published financial statements and other public disclosures fairly present, in
all material respects, the financial condition and results of operations of the Company, as well as
[its] subsidiaries, [its] dealings with related parties, and the compensation of the Company’s
executive officers.” This was materially false and misleading because Zhou Min Ni was aware
that many of the allegations made in the Report were true, such as the allegation relating to the
luxury vehicles and the allegation relating to UGO, which the company later essentially
acknowledged by issuing corrective restatements. Nonetheless, Zhou Min Ni continued to assert
publicly that HF Foods’s financials could be relied upon.

34

104. HF Foods appointed a Special Investigation Committee of Independent Directors
(“SIC”) in response to the allegations in the Report. In February 2021, Zhou Min Ni resigned
from his positions at HF Foods.
J. HF Foods Restates Its Earnings and Acknowledges Material Misstatements
105. On January 20, 2023, HF Foods filed a Form 8-K publicly disclosing that its
financial statements for the quarters and full years 2019, 2020 and 2021 should not be relied
upon due to errors related to, among other things, related party transactions.
106. On January 31, 2023, HF Foods filed a Form 10-K for the year 2021. In this
document, HF Foods restated its financial statements from 2019 and 2020 and certain 2018
financial information and provided a public update as to the investigation that had been
conducted by the SIC. See supra, ¶ 9. Specifically, the SIC found:
a. Members of Zhou Min Ni’s family received undisclosed compensation
from transactions with related parties that had been excluded from
previously filed proxy statements;
b. Certain advances made by HF Foods to Revolution Industry, in particular,
payments for luxury cars, “did not occur in the normal course of business”
and “should be accounted as compensation expense” because Revolution
Industry and Revolution Automotive “were used to obtain funds which
paid for luxury cars for the benefit of the Ni family”;
c. Feilong was not a supplier to the company; there was no evidence that
funds were ever provided to Feilong; the notes receivable were not
provided in the ordinary course of business; and the notes receivable
appeared to have benefited Zhou Min Ni.

35

d. The “marketing services” provided by UGO were not “commensurate to
the amounts paid” to UGO from 2018–2021.
107. When asked by SEC counsel during investigative testimony about the fraudulent
schemes, misleading statements, and material omissions described supra, ¶¶ 1–104, relating to
Revolution Industry, Feilong, and UGO, Zhou Min Ni asserted his Fifth Amendment right
against self-incrimination.
108. On September 30, 2019, Zhou Min Ni received loan rights, valued at
$12,038,030, in exchange for 1,203,803 shares of HF Foods stock that Zhou Min Ni had received
at the time of de-SPAC transaction in August 2018. The prices of those shares was inflated at the
time as a result of Zhou Min Ni’s material misstatements and omissions. By tendering this stock
to HF Foods in September 2019, Zhou Min Ni obtained money or property by means of his
material misstatements and omissions.
K. This Action Is Timely Filed
109. Zhou Min Ni entered into an initial tolling agreement with the SEC in which he
agreed to toll for ninety days any statute of limitations applicable to the conduct and claims
alleged herein. This first tolling agreement covers the period beginning on February 15, 2023,
through May 16, 2023. Zhou Min Ni then entered into a second tolling agreement covering the
period beginning on May 16, 2023, through August 14, 2023. Zhou Min Ni entered into a third
tolling agreement covering the period beginning on August 14, 2023, through November 12,
2023. Zhou Min Ni entered into a fourth tolling agreement covering the period beginning on
November 12, 2023, through December 24, 2023. Zhou Min Ni entered into a fifth tolling
agreement covering the period beginning on December 24, 2023, through January 23, 2024.
Zhou Min Ni entered into a sixth tolling agreement covering the period beginning on January 23,
2024, through February 29, 2024. Zhou Min Ni entered into a seventh tolling agreement

36

covering the period beginning on February 29, 2024, through April 8, 2024. Zhou Min Ni
entered into an eighth tolling agreement covering the period beginning on April 9, 2024, through
May 10, 2024. Zhou Min Ni entered into a ninth tolling agreement covering the period beginning
on May 10, 2024, through June 7, 2024.
110. Jonathan Ni entered into an initial tolling agreement with the SEC in which he
agreed to toll for ninety days any statute of limitations applicable to the conduct and claims
alleged herein. This first tolling agreement covers the period beginning on April 28, 2023,
through July 26, 2023. Jonathan Ni then entered into a second tolling agreement covering the
period beginning on August 19, 2023, through November 17, 2023. Jonathan Ni entered into a
third tolling agreement covering the period beginning on November 17, 2023, through December
17, 2023. Jonathan Ni entered into a fourth tolling agreement covering the period beginning on
December 17, 2023, through January 16, 2024. Jonathan Ni entered into a fifth tolling agreement
covering the period beginning on January 16, 2024, through February 29, 2024. Jonathan Ni
entered into a sixth tolling agreement covering the period beginning on February 29, 2024,
through April 8, 2024. Jonathan Ni entered into a seventh tolling agreement covering the period
beginning on April 8, 2024, through May 10, 2024. Jonathan Ni entered into an eighth tolling
agreement covering the period beginning on May 10, 2024, through June 7, 2024.
FIRST CLAIM FOR RELIEF
(Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder)
(Zhou Min Ni and Jonathan Ni)
111. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully
set forth herein.
112. By engaging in the conduct described above, Zhou Min Ni, Jonathan Ni, and HF
Foods, in connection with the purchase or sale of a security, by the use of means or
instrumentalities of interstate commerce, of the mails, or of the facilities of a national securities

37

exchange, directly or indirectly: (a) used or employed devices, schemes, or artifices to defraud;
(b) made an untrue statement of a material fact or omitted to state a material fact necessary in
order to make the statements made, in light of the circumstances under which they were made,
not misleading; and (c) engaged in acts, practices, or courses of business which operated or
would operate as a fraud or deceit upon other persons.
113. While engaging in the conduct described above, Zhou Min Ni, Jonathan Ni, and
HF Foods acted knowingly or recklessly.
114. By engaging in the conduct described above, Zhou Min Ni and Jonathan Ni
violated, and unless restrained and enjoined will again violate, Section 10(b) of the Exchange
Act [15 U.S.C. §78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
SECOND CLAIM FOR RELIEF
(Violations of Section 17(a)(1) and 17(a)(3) of the Securities Act)
(Zhou Min Ni and Jonathan Ni)
115. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully
set forth herein.
116. By engaging in the conduct described above, Zhou Min Ni and Jonathan Ni, in the
offer or sale of securities, by the use of the means or instruments of transportation or
communication in interstate commerce or by use of the mails, directly or indirectly: (i)
knowingly or recklessly employed devices, schemes, or artifices to defraud; and/or (ii)
knowingly, recklessly, or negligently engaged in transactions, practices, or courses of business
which operated or would operate as a fraud or deceit upon the purchaser.
117. By engaging in the conduct described above, Zhou Min Ni and Jonathan Ni
violated, and unless restrained and enjoined will again violate, Sections 17(a)(1) and (3) of the
Securities Act [15 U.S.C. §§ 77q(a)(1), (3)].

38

THIRD CLAIM FOR RELIEF
(Violations of Section 17(a)(2) of the Securities Act)
(Zhou Min Ni)
118. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully
set forth herein.
119. As part of the August 2018 de-SPAC transaction, Zhou Min Ni obtained
6,689,896 shares of HF Foods stock. On September 30, 2019, Zhou Min Ni received loan rights
from HF Foods valued at $12,038,030 in exchange for 1,203,803 of his shares. At the time, the
value of the shares Zhou Min Ni turned over was inflated as a result of his misrepresentations.
120. By reason of the conduct described above, Zhou Min Ni, in the offer or sale of a
security, by use of the means or instruments of transportation or communication in interstate
commerce or by use of the mails, directly or indirectly obtained money or property by means of
any untrue statement of a material fact or any omission to state a material fact necessary in order
to make the statements made, in light of the circumstances under which they were made, not
misleading.
121. By engaging in the conduct described above, Zhou Min Ni violated, and unless
restrained and enjoined will again violate, Section 17(a)(2) of the Securities Act [15 U.S.C. §§
77q(a)(2)].
FOURTH CLAIM FOR RELIEF
(Violations of Exchange Act Rule 13b2-2)
(Zhou Min Ni and Jonathan Ni)
122. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully
set forth herein.
123. By reason of the conduct described above, Zhou Min Ni and Jonathan Ni, while
acting as officers of HF Foods, (i) made or caused to be made material false or misleading
statements to an accountant; or (ii) omitted to state, or caused another person to omit to state,

39

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) any
audit, review or examination of the financial statements of the issuer required by the Exchange
Act or rules thereunder; or (2) the preparation or filing of any document or report required to be
filed with the SEC pursuant to Section 13(b)(2) of the Exchange Act [15 U.S.C. § 78m(b)(2)], or
otherwise.
124. By engaging in the conduct described above, Zhou Min Ni and Jonathan Ni
violated, and unless restrained and enjoined, will continue to violate Rule 13b2-2 of the
Exchange Act [17 C.F.R. § 240.13b2-2].
FIFTH CLAIM FOR RELIEF
(Violations of Exchange Act Rule 13a-14)
(Zhou Min Ni and Jonathan Ni)
125. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully
set forth herein.
126. Zhou Min Ni, as the Chief Executive Officer of HF Foods, and Jonathan Ni, as
the Chief Financial Officer of HF Foods, falsely certified (1) that there were no untrue statements
or omissions of material facts necessary to make the statements not misleading in light of the
circumstances in which they were made in HF Foods’s periodic reports filed with the
Commission; (2) that those reports fairly presented in all material respects the financial condition
and results of the operations of HF Foods; (3) that they were responsible for establishing and
maintaining disclosure controls and internal control for financial reporting (“ICFR”), and that
they had done so; and (4) that they had disclosed to HF Foods’s auditors and the Board of
Directors deficiencies and material weaknesses and any fraud involving those with an ICFR role.
127. When they signed these certifications, Zhou Min Ni and Jonathan Ni acted
knowingly or negligently.

40

128. By engaging in the conduct described above, Zhou Min Ni and Jonathan Ni
violated, and unless restrained and enjoined, will again violate, Rule 13a-14 of the Exchange Act
[17 C.F.R. § 240.13a-14].
SIXTH CLAIM FOR RELIEF
(Violations of Exchange Act Rule 13a-15(b))
(Zhou Min Ni and Jonathan Ni)
129. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully
set forth herein.
130. Zhou Min Ni and Jonathan Ni, while acting as Chief Executive Officer and Chief
Financial Officer for HF Foods, respectively, were required to evaluate the effectiveness of HF
Foods’s disclosure controls and procedures at the end of each fiscal quarter.
131. Zhou Min Ni and Jonathan Ni failed to evaluate HF Foods’s disclosure controls
and procedures, as they were required to do. Zhou Min Ni and Jonathan Ni thereby violated, and
unless restrained and enjoined, will again violate, Rule 13a-15(b) of the Exchange Act [17
C.F.R. § 240.13a-15(b)].
SEVENTH CLAIM FOR RELIEF
(Violations of Exchange Act Rule 13a-15(c))
(Zhou Min Ni and Jonathan Ni)
132. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully
set forth herein.
133. Zhou Min Ni and Jonathan Ni, while acting as Chief Executive Officer and Chief
Financial Officer for HF Foods, respectively, were required to evaluate the effectiveness of HF
Foods’s internal controls over financial reporting as of the end of each fiscal year.
134. Zhou Min Ni and Jonathan Ni failed to evaluate HF Foods’s internal controls over
financial reporting, as they were required to do. Zhou Min Ni and Jonathan Ni thereby violated,

41

and unless restrained and enjoined, will again violate, Rule 13a-15(c) of the Exchange Act [17
C.F.R. § 240.13a-15(c)].
EIGHTH CLAIM FOR RELIEF
(Aiding and Abetting HF Foods’s Violations of Exchange Act Section 13(a),
and Rules 12b-20, 13a-1, 13a-11, and 13a-13 Thereunder)
(Zhou Min Ni)
135. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully
set forth herein.
136. HF Foods violated 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, 240.13a-1,
240.13a-11, and 240.13a-13] by reason of Zhou Min Ni’s and Jonathan Ni’s conduct described
above and by making false statements and misleading omissions of material fact in its filings
with the Commission.
137. Zhou Min Ni knowingly or recklessly provided substantial assistance that aided
and abetted HF Foods’s violations.
138. Accordingly, pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)],
Zhou Min Ni is liable for those violations.
NINTH CLAIM FOR RELIEF
(Aiding and Abetting HF Foods’s Violations of Exchange Act Section 13(a),
and Rules 12b-20, 13a-1, and 13a-13 Thereunder)
(Jonathan Ni)
139. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully
set forth herein.
140. HF Foods violated Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and
Rules 12b-20, 13a-1, and 13a-13 thereunder [17 C.F.R. §§ 240.12b-20, 240.13a-1, and 240.13a-
13] by reason of Zhou Min Ni’s and Jonathan Ni’s conduct described above and by making false
statements and misleading omissions of material fact in its filings with the Commission.

42

141. Jonathan Ni knowingly or recklessly provided substantial assistance that aided
and abetted HF Foods’s violations.
142. Accordingly, pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)],
Jonathan Ni is liable for those violations.
TENTH CLAIM FOR RELIEF
(Aiding and Abetting HF Foods’s Violations of
Exchange Act Sections 13(b)(2)(A) and 13(b)(2)(B))
(Zhou Min Ni and Jonathan Ni)
143. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully
set forth herein.
144. HF Foods failed to make and keep books, records, and accounts, which, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of
the issuer. Further, HF Foods failed to devise and maintain a system of internal accounting
controls sufficient to provide reasonable assurances that transactions were recorded as necessary
to permit preparation of financial statements in conformity with generally accepted accounting
principles or any other criteria applicable to such statements, and to maintain accountability for
assets. Finally, HF Foods failed to compare the recorded accountability for assets with the
existing assets at reasonable intervals and failed to take appropriate action with respect to any
differences.
145. HF violated Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act [15 U.S.C.
§ 78m(b)(2)(A) and (b)(2)(B)].
146. Zhou Min Ni and Jonathan Ni knowingly or recklessly provided substantial
assistance that aided and abetted HF Foods’s violation of Sections 13(b)(2)(A), and 13(b)(2)(B)
of the Exchange Act.

43

147. Accordingly, pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)],
Zhou Min Ni and Jonathan Ni are liable for those violations.
ELEVENTH CLAIM FOR RELIEF
(Violations of Exchange Act Sections 14(a) and Rule 14a-9 Thereunder)
(Zhou Min Ni)
148. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully
set forth herein.
149. HF Foods filed proxy statements in 2019 and 2020 that contained material
misstatements regarding the executive compensation of Zhou Min Ni, and falsely asserted that
the Board of Directors had analyzed the prices paid to HF Foods’s related parties, including
Revolution Industry and UGO. In doing so, HF Foods directly or indirectly violated 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].
150. As Chairman of HF Foods’s Board of Directors, and a nominee for whose
election as director the proxies were solicited, Zhou Min Ni solicited the 2019 and 2020 proxies.
Zhou Min Ni thereby violated, and unless restrained and enjoined, will again violate, Section
14(a) of the Exchange Act and Rule 14a-9 thereunder.
TWELFTH CLAIM FOR RELIEF
(Aiding and Abetting Atlantic Acquisition Corp.’s Violation of
Exchange Act Sections 14(a) and Rule 14a-9 Thereunder)
(Zhou Min Ni and Jonathan Ni)
151. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully
set forth herein.
152. Atlantic Acquisition Corp., by making the proxy filings set forth above, directly
or indirectly violated 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]. Zhou Min Ni and Jonathan Ni knowingly or recklessly

44

provided substantial assistance that aided and abetted Atlantic Acquisition Corp.’s violation of
Section 14(a) of the Exchange Act and Rule 14a-9 thereunder.
153. Accordingly, pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)],
Zhou Min Ni and Jonathan Ni are liable for those violations.
THIRTEENTH CLAIM FOR RELIEF
(Aiding and Abetting HF Foods’s Violations of Exchange Act Rule 13a-15(a))
(Zhou Min Ni)
154. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully
set forth herein.
155. HF Foods had a class of securities registered pursuant to section 12 of the
Exchange Act. HF Foods nonetheless failed to maintain appropriate disclosure controls and
procedures, as defined in Exchange Act Rule 13a-15(e) [17 C.F.R. § 240.13a-15(e)]. HF Foods
also was required to file an annual report pursuant to 15 U.S.C. §§ 78m(a) or 78o(d) but
nonetheless failed to maintain internal control over financial reporting, as defined in Exchange
Act Rule 13a-15(f) [17 C.F.R. § 240.13a-15(f)].
156. By engaging in the conduct described above, HF Foods violated Rule 13a-15(a)
of the Exchange Act. [17 C.F.R. § 240.13a-15(a)]
157. Zhou Min Ni knowingly or recklessly provided substantial assistance that aided
and abetted HF Foods’s violation of Rule 13a-15(a) of the Exchange Act.
158. Accordingly, pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)],
Zhou Min Ni is liable for those violations.
FOURTEENTH CLAIM FOR RELIEF
(Violations of Sarbanes-Oxley Act Section 304)
(Zhou Min Ni)
159. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully
set forth herein.

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160. Section 304 of the Sarbanes-Oxley Act [15 U.S.C. § 7243] requires the CEO of an
issuer to reimburse that issuer, if it is required to prepare an accounting restatement due to the
material noncompliance of the issuer with any financial reporting requirement under the
securities laws as a result of misconduct, for (a) any bonus or other incentive-based or equity-
based compensation received by the CEO from the issuer during the 12-month period following
each false filing, and (b) any profits realized from the CEO’s sale of securities of the issuer
during each such 12-month period.
161. Zhou Min Ni has not reimbursed HF Foods for any portion of the bonuses,
incentive-based compensation, equity-based compensation, or profits from his sales of HF Foods
securities that he received during the 12-month periods following each filing of the financial
statements restated by HF Foods. Specifically, Zhou Min Ni received loan rights from HF Foods
on September 30, 2019, valued at $12,038,030, in exchange for 1,203,803 shares of HF Foods
stock. Zhou Min Ni thereby obtained profits from the sale of HF Foods securities, whose value at
the time was inflated as a result of his material misstatements and omissions.
162. By reason of the foregoing, Zhou Min Ni violated Sarbanes-Oxley Act Section
304.
PRAYER FOR RELIEF
WHEREFORE, the Securities and Exchange Commission respectfully requests that this
Court enter a Final Judgment:
I.
Finding that Defendants Zhou Min Ni and Jonathan Ni violated the federal securities laws
alleged in the Complaint.

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II.
Permanently enjoining Defendants Zhou Min Ni and Jonathan Ni and all persons in active
concert or participation with them, from violating the federal securities laws alleged in this
Complaint.
III.
Enjoining Defendant Zhou Min Ni, pursuant to Section 20(b) of the Securities Act [15 U.S.C.
§77t(b)] and Section 21(d)(1) and 21(d)(5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1), (d)(5)],
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 Zhou
Min Ni from voting, purchasing, or selling shares of HF Foods Group Inc. or its successors on
his own behalf.
IV.
Ordering Defendants Zhou Min Ni and Jonathan Ni to pay civil monetary penalties pursuant to
Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange
Act [15 U.S.C. § 78u(d)(3)].
V.
Ordering Defendant Zhou Min Ni to disgorge any ill-gotten gains and to pay prejudgment
interest thereon. See Sections 21(d)(3), 21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. §§
78u(d)(3), (d)(5) and (d)(7)].
VI.
Ordering that Defendant Zhou Min Ni be barred from acting as officer or director of any public
company 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)], and that Defendant Jonathan Ni be barred from

47

acting as officer or director of any public company pursuant to Section 21(d)(2) of the Exchange
Act [15 U.S.C. § 78u(d)(2)].
VII.
Ordering Defendant Zhou Min Ni to reimburse HF Foods as required by Section 304 of the
Sarbanes-Oxley Act [15 U.S.C. § 7243].
VIII.
Granting such other and further equitable relief as the Court may deem just and proper.
JURY TRIAL DEMAND
Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the SEC hereby demands
trial by jury.

Dated: Washington, D.C.
June 3, 2024
By:
John B. Timmer (DC Bar No. 997309)
Brian S. Kang (DC Bar No. 1618035)
Attorneys for Plaintiff
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
(202) 551-7687 (Timmer)
Email: [email protected]
(202) 551-7690 (Kang)
Email: [email protected]

1 
 

 
UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF COLUMBIA 

SECURITIES AND EXCHANGE COMMISSION, 
100 F Street NE 
Washington, DC 20549 
 

Plaintiff, 
 
v. 
 
ZHOU MIN NI; and 
 
JIAN MING NI, 
also known as 
JONATHAN NI, 
also known as 
JIANMING NI, 

Defendants. 
 

 
 
 
No. 24-CV-1632 
 
COMPLAINT 
 
JURY TRIAL DEMANDED 

Plaintiff, the United States Securities and Exchange Commission (“SEC”), for its 

Complaint against defendants Zhou Min Ni, and Jian Ming “Jonathan” Ni, alleges as follows: 

SUMMARY 

1. This case is about a years-long course of fraudulent conduct by Zhou Min Ni and 

Jonathan Ni, the former Chief Executive Officer (CEO) and Chief Financial Officer (CFO), 

respectively, of HF Foods Group Inc. (“HF Foods”) that violated the scienter-based and other 

provisions of the federal securities laws.1 From 2018 through 2021 (the “Relevant Period”), 

Zhou Min Ni, with the knowing assistance of Jonathan Ni from 2018 until April 2019, concealed 

the transfer of company funds to Zhou Min Ni and his family; hid millions of dollars in liabilities 

using a misleading promissory note to a third-party entity with no legitimate business 

 
1 Originally named HF Group Holding Corp., HF Foods merged with Atlantic Acquisition (a public company) in 
August 2018. Atlantic Acquisition then changed its name to HF Foods Group Inc. This Complaint will generally 
refer to the company as HF Foods, but will use “HF Group” when specifically referring to the time before the 
company went public. 

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2 
 

relationship with HF Foods; and made misleading statements to investors and HF Foods’s 

auditors regarding the compensation paid to Zhou Min Ni, misrepresenting the true nature of HF 

Foods’s relationship with a purported supplier, and omitting material facts about HF Foods’s 

financial records and lack of internal controls that rendered the statements misleading. 

2. For many years, HF Group was a private company, co-owned by Zhou Min Ni 

and his spouse. During this time, Zhou Min Ni and his family made use of private company 

funds for personal reasons, including purchasing and maintaining a fleet of luxury and exotic 

sports cars. In the fall of 2017, HF Group, under the direction of Zhou Min Ni, embarked on a 

plan to become a public company via a merger with a special purpose acquisition company 

(“SPAC”). When HF Group completed the merger with the SPAC in August 2018 and became 

HF Foods, the infusion of capital it received brought with it a host of new rules and regulations, 

as well as increased scrutiny. 

3. In late 2017 and early 2018, as HF Group prepared to go public, Zhou Min Ni and 

Jonathan Ni were aware of and participated in a scheme to cause HF Foods to engage in certain 

related party transactions for the benefit of Zhou Min Ni and his family and to mislead the 

general public about these transactions. 

4. First, Zhou Min Ni and Jonathan Ni concealed Zhou Min Ni’s use of company 

money on his family’s fleet of luxury and exotic cars. Specifically, in 2017, at Zhou Min Ni’s 

direction, Jonathan Ni helped set up three new private corporate entities: Revolution Industry, 

Revolution Automotive, and Revolution Property. Then at Zhou Min Ni’s behest, Jonathan Ni 

helped transfer a profitable HF Group business line (the production and sale of a food mixture 

used in eggrolls) into Revolution Industry, a company then co-owned by Zhou Min Ni and his 

then-teenage son. Revolution Industry then contracted with HF Group to provide what HF Group 

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3 
 

had formerly produced itself. Revolution Industry then forwarded a portion of the funds to 

Revolution Automotive, an entity owned by Zhou Min Ni’s then-teenage son, who used the 

funds to maintain and expand a fleet of luxury vehicles. Through these corporate entities, Zhou 

Min Ni and Jonathan Ni transferred hundreds of thousands of company dollars to Zhou Min Ni 

and his family, both before and after HF Foods became a public company. In addition to 

payments and cash advances sent by HF Foods to Revolution Industry for the eggroll mixture, 

HF Foods also made at least one cash advance to Revolution Industry in August 2018 that was 

not tied to any specific product order (but was tied to Revolution Automotive expenses for 

luxury vehicles). Zhou Min Ni and Jonathan Ni failed to disclose a portion of these payments to 

Revolution Industry as compensation for the CEO by failing to record them as such in the 

company’s public filings. They also signed public financial disclosures that misleadingly omitted 

the fact that certain payments to Revolution Industry were not in the ordinary course of business. 

5. Second, Zhou Min Ni and Jonathan Ni concealed an internal loan and investment 

program (the “Staff Loan Program”), representing millions of dollars in liabilities, by falsely 

recording transactions involving the program under a line of credit promissory note agreement 

with Feilong Trading, Inc. (“Feilong”), a purported supplier of HF Foods. In fact, Feilong, which 

is now defunct, was owned by the husband of a longtime associate of Zhou Min Ni and supplied 

nothing to the company. Zhou Min Ni and Jonathan Ni intentionally or recklessly misled HF 

Foods’s Board of Directors and the public as to the nature of HF Foods’s relationship with, and 

the reason for the ongoing series of promissory notes with, Feilong. 

6. Third, in 2018 and 2019, Zhou Min Ni, with the knowing assistance of Jonathan 

Ni from 2018 until April 2019, paid himself hundreds of thousands of dollars through a series of 

transactions involving another related party, UGO USA, Inc. (“UGO”). UGO, which was owned 

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4 
 

by Zhou Min Ni and his niece, was paid $50,000 a month (more than its services were worth). It 

commonly passed on this money to a Chinese company that was wholly owned by Zhou Min Ni. 

Jonathan Ni helped conceal the true nature of ongoing payments from HF Foods to UGO and 

avoid questions from HF Foods’s auditors by directing HF Foods employees to reclassify the 

payments as “advertising expense.” 

7. Defendants also misrepresented the financial condition of HF Group and then HF 

Foods to auditors and investors. Prior to the de-SPAC transaction, Zhou Min Ni and Jonathan Ni 

knowingly, recklessly, or negligently signed representation letters to auditors that made false 

statements about the company’s accounting practices and financial records. HF Group’s auditors 

relied upon these false representation letters when they prepared audited financial statements that 

were later incorporated into proxy filings related to the de-SPAC transaction. Additionally, as 

CFO, Jonathan Ni prepared 2017 and 2018 financials of HF Group that contained false and 

misleading representations about the company. These financials were incorporated into proxy 

statements2 used to solicit votes to complete the de-SPAC transaction.  

8. After HF Foods became a public company in 2018, Zhou Min Ni and Jonathan Ni 

signed public filings in October 2018 and April 2019 that they knew or were reckless in not 

knowing misrepresented and omitted material information about company funds that were being 

paid to Zhou Min Ni. Additionally, in April 2019 and April 2020, HF Foods, under Zhou Min 

Ni’s leadership, issued proxy statements that omitted material information about company funds 

that were being paid to Zhou Min Ni and falsely asserted that the Board of Directors had 

conducted analyses of HF Foods’s related party transactions. Zhou Min Ni also signed Forms 10-

Q that were publicly filed on May 15, 2019, and August 14, 2019 that he knew, or was reckless 

 
2 Proxy statements describe matters up for shareholder vote and include management and executive compensation 
information if the shareholders are voting for the election of directors. 

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5 
 

in not knowing, omitted material information about company funds that were being paid to him. 

Finally, Zhou Min Ni and Jonathan Ni intentionally, recklessly, or negligently signed public 

certifications and management representation letters that misled the public and HF Foods’s 

auditors about the company’s accounting practices and financial records. 

9. In 2023, HF Foods announced a restatement of financial statements for fiscal 

years 2019 and 2020. The company further announced that it had determined, based on factual 

findings made by a Special Investigation Committee of HF Foods’s Board of Directors (“SIC”): 

certain Revolution Industry advances, including payments for luxury cars, did not occur in the 

normal course of business, and certain payments should have been counted as compensation for 

Zhou Min Ni; Feilong was not a supplier to the Company and there is no evidence that funds 

from the line of credit were provided to Feilong (contrary to what had been represented to the 

Board and the public); and payments to UGO were not commensurate with the services 

provided. 

NATURE OF PROCEEDINGS AND RELIEF SOUGHT 

10. The Commission brings this action pursuant to the authority conferred upon it by 

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

Act [15 U.S.C. § 78u(d)(1)]. 

11. The Commission seeks permanent injunctions against Zhou Min Ni and Jonathan 

Ni enjoining them from engaging in the transactions, acts, practices, and courses of business 

alleged in this Complaint; a conduct-based injunction against Zhou Min Ni, pursuant to Section 

20(b) of the Securities Act and Sections 21(d)(1) and 21(d)(5) of the Exchange Act, preventing 

him from exercising any control or influence over HF Foods and any of its successors; civil 

penalties pursuant to Section 20(d) of the Securities Act and Section 21(d)(3) of the Exchange 

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6 
 

Act; officer and director bar against Zhou Min Ni pursuant to Section 20(e) of the Securities Act 

and Section 21(d)(2) of the Exchange Act; officer and director bar against Jonathan Ni pursuant 

to Section 21(d)(2) of the Exchange Act; disgorgement of ill-gotten gains from Zhou Min Ni 

pursuant to Sections 21(d)(3), 21(d)(5) and 21(d)(7) of the Exchange Act, plus prejudgment 

interest; and such other relief as the Court may deem just and proper. 

JURISDICTION AND VENUE 

12. This Court has jurisdiction over this action pursuant to Sections 20 and 22 of the 

Securities Act [15 U.S.C. §§ 77t and 77v] and Sections 21(d), 21(e), and 27 of the Exchange Act 

[15 U.S.C. §§ 78u(d), 78u(e), and 78aa]. 

13. Venue is proper in this Court pursuant to Sections 22(a) and (c) of the Securities 

Act and Section 27 of the Exchange Act. Certain of the acts, practices, transactions and courses 

of business alleged in this Complaint occurred within the District of Columbia, and were 

effected, directly or indirectly, by making use of means or instrumentalities of transportation or 

communication in interstate commerce, or the mails. Specifically, and as described later in this 

Complaint, HF Foods filed with the SEC in this judicial district multiple materially false and 

misleading documents, such as Forms 10-Q, 10-K, and 8-K. 

RELEVANT PARTIES 

14. Zhou Min Ni, age 55, resides in Greensboro, North Carolina. From 1997, when 

he co-founded HF Group, the predecessor to HF Foods, with his spouse, until his resignation on 

February 23, 2021, Zhou Min Ni served as Chairman of HF Foods; he served as CEO of HF 

Foods from 1997 until 2020, then co-CEO from November 2019 until his resignation on 

February 23, 2021. 

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7 
 

15. Jian Ming “Jonathan” Ni, age 51, resides in Greensboro, North Carolina. 

Jonathan Ni was a consultant to HF Group from 2003 to approximately 2015. He has been a 

certified public accountant (“CPA”) licensed to practice in the State of North Carolina since 

January 2014. As of the date of this Complaint, Jonathan Ni’s CPA license in North Carolina is 

in retired status. He was the CFO of HF Group beginning in 2015 and was CFO when it 

completed the de-SPAC process and became a public company (i.e., HF Foods) in August 2018. 

He resigned from his CFO position of HF Foods in April 2019. 

16. HF Foods Group Inc. (“HF Foods”) (NASDAQ: HFFG), a Delaware 

corporation currently headquartered in Las Vegas, Nevada, is a food service distributor to Asian 

restaurants in the United States. In August 2018, HF Foods became a public company through a 

reverse merger with a SPAC. HF Foods’s common stock is registered with the Commission 

pursuant to Section 12(b) of the Exchange Act and trades on the Nasdaq Capital Market. HF 

Foods’s fiscal year ends on December 31, and it files periodic reports, including Forms 10-K, 

with the Commission pursuant to Section 13(a) of the Exchange Act and related rules thereunder. 

Through at least March of 2020, HF Foods had its principal executive offices in Greensboro, 

North Carolina. 

17. Atlantic Acquisition Corp. (“Atlantic Acquisition”) (NASDAQ: ATACU), a 

Delaware corporation, was a blank check company that was formed as a SPAC in June 2017. A 

SPAC has no underlying business operations. A SPAC raises capital through an initial public 

offering and uses the proceeds to acquire an unidentified private operating company through a 

business combination transaction. After the SPAC combines with the private company via this 

merger transaction, also called the “de-SPAC process,” it continues operating as a public 

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8 
 

company. Atlantic Acquisition merged with HF Group in August 2018 through the de-SPAC 

process, then changed its name to HF Foods. 

FACTS 

18. Zhou Min Ni and his wife founded HF Group in 1997 in Kernersville, North 

Carolina. HF Group specialized in providing wholesale food to Asian-food restaurants. 

19. From the inception of HF Group, Zhou Min Ni served as the Chief Executive 

Officer (“CEO”), directing the growth of the business. HF Group, under Zhou Min Ni’s 

leadership, formed or acquired other businesses, in addition to growing internally. Over several 

decades, the company increased considerably in size and operations. 

20. During the Relevant Period, Zhou Min Ni served as CEO of HF Foods from 

August 2018 to November 2019, and then as Co-CEO from November 2019 to February 2021. 

He served as Chairman of HF Foods from August 2018 to February 2021. He was an 

experienced CEO knowledgeable about HF Group’s and HF Foods’s business operations and 

was regularly briefed on HF Foods’s financial status, including its revenue, margins, expenses, 

and profits. Zhou Min Ni was also kept informed about HF Foods’s relevant loans and lines of 

credit. 

21. Jonathan Ni began working with HF Group in 2003 as a consultant, providing 

general business analysis for Zhou Min Ni and his family. As time passed, Jonathan Ni took on 

greater responsibilities. In 2014, Jonathan Ni became a CPA in North Carolina. By 2015, he had 

officially become Chief Financial Officer (“CFO”) for HF Group, then a private company. 

22. As CFO and a CPA, Jonathan Ni managed the company’s finances, including 

leading the team that prepared the company’s general ledgers. The team consisted of a 

comptroller, who worked for HF Group and HF Foods on a contract basis, and two or three 

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general accountants. Jonathan Ni regularly received and reviewed internal financial statements 

that were prepared by the accounting team. 

23. Prior to August 2018, HF Group was a private company co-owned by Zhou Min 

Ni and his spouse. In August 2018, HF Group transformed from a private company into HF 

Foods, a publicly-listed company, via a de-SPAC transaction with Atlantic Acquisition, a 

publicly-traded company. After the de-SPAC transaction, Zhou Min Ni became Chairman of HF 

Foods and continued to serve as CEO of HF Foods until November 2019, and then as co-CEO 

and Chairman from then until February 2021. 

24. In 2017, HF Group, under the leadership of Zhou Min Ni, began communicating 

with Atlantic Acquisition, the SPAC that would ultimately merge with HF Group. Atlantic 

Acquisition recommended that HF Group retain the services of an external consultant to help 

guide it through the process of selling shares to the public, commonly referred to as “going 

public” or becoming a “public company.” In the leadup to HF Group going public, Jonathan Ni 

and the financial team he supervised helped reorganize the company’s financials in response to 

comments and questions from its external auditor, its attorneys, and the external consultant 

recommended by Atlantic Acquisition. 

25. As HF Group transitioned from a private to a public company, Zhou Min Ni and 

Jonathan Ni knew it needed to change or eliminate certain financial practices to effectuate a 

merger and comport with public expectations. First, Zhou Min Ni and his family used HF 

Group’s business proceeds to buy, maintain and insure a fleet of exotic and luxury cars. The title 

to these cars was held by an HF Group subsidiary. Second, HF Group offered its employees a 

loan program: it allowed employees to contribute money to an internal company account (that 

was subsequently commingled with the company’s general operating fund) at a “guaranteed” rate 

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of return. Third, HF Group had an ongoing relationship with UGO, a company that was owned 

by Zhou Min Ni and his niece and that provided HF Group with some professional services in 

exchange for money (with the payments far greater than the value of the services provided). 

26. During the Relevant Period, Zhou Min Ni, with the knowing assistance of 

Jonathan Ni between 2018 until April 2019, worked to conceal these problems and signed public 

disclosures that misled investors about them. 

A. The “Revolution” Scheme: Using HF Foods Cash to Pay for Luxury Cars 

27. Before HF Group became a public company, Zhou Min Ni used its business 

proceeds to purchase and lease cars for his and his family’s personal use. These included luxury 

cars (a BMW, an Audi, and a Porsche) kept for daily use by Zhou Min Ni and his family, as well 

as exotic sports cars (various Ferraris, a Bentley, a Dodge Viper, and a rare Ford GT) purchased 

for the use of Zhou Min Ni’s son. Jonathan Ni was also aware of and involved in the 

transactions. He helped finance the cars on Zhou Min Ni’s behalf, signed documents to purchase 

some of the cars, and was involved in the management of the HF Group subsidiary (a trucking 

service business) that held the title to these cars. 

28. Zhou Min Ni and Jonathan Ni knew that there was no business reason for HF 

Group’s trucking subsidiary to hold title to exotic cars. Thus, as the company prepared to 

become a public company, Zhou Min Ni directed Jonathan Ni to orchestrate a scheme to hide the 

company’s continued funding of luxury and exotic cars for Zhou Min Ni and Zhou Min Ni’s son. 

This scheme, which continued until at least 2021, long after the company had gone public, was 

carried out via a series of transactions with entities co-owned by Zhou Min Ni and his son. 

29. Beginning in mid-2017, Jonathan Ni directed HF Group’s outside counsel to set 

up three private entities: Revolution Industry, Revolution Automotive, and Revolution Property: 

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a. Revolution Industry: The stated purpose of this entity, which was formally 

founded in February 2018, was to spin off HF Group’s profitable egg roll 

mix business into a separate company that was initially co-owned by Zhou 

Min Ni and his then-teenage son, then later wholly owned by the son. 

Though it was purportedly a separate company, Revolution Industry 

continued to produce egg roll mix at HF Group’s Greensboro warehouse, 

leasing the space from HF Group, using production equipment it 

purchased from HF Group, and paying the same HF Group employees 

who used to work on egg roll mix production. HF Group then purchased 

the egg roll mix from Revolution Industry. 

b. Revolution Automotive: The stated purpose of this entity was to take over 

the luxury vehicles owned by HF Group’s trucking subsidiary and to 

maintain and expand the fleet. When this entity was first established in 

July 2017, it was jointly owned by Zhou Min Ni and his then-teenage son, 

though his son ultimately became the 100% owner. Revolution 

Automotive’s purported business plan was to generate profit by organizing 

and hosting road rallies, as well as trading luxury vehicles, but this plan 

was never realized, and the luxury vehicles owned by Revolution 

Automotive remained solely for the personal use of Zhou Min Ni and his 

family. 

c. Revolution Property: The stated purpose of this entity was to acquire land 

and build a warehouse for the luxury vehicles owned by Revolution 

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Automotive. This business plan was never realized, and Revolution 

Property remained a paper entity. 

30. HF Group and later HF Foods, with Zhou Min Ni and Jonathan Ni’s knowledge 

and approval, made improper payments of approximately $2.4 million to Revolution Industry 

and Revolution Automotive between August 2018 and December 2020. From August 2018 until 

his departure from the company in April 2019, Jonathan Ni enabled these improper payments. 

Though HF Foods represented that these advances occurred in the normal course of business, a 

portion of the money was used to maintain and expand the fleet of luxury vehicles owned by 

Revolution Automotive, which were ultimately enjoyed by Zhou Min Ni’s family. As a result, 

HF Foods’s public filings signed by Zhou Min Ni and Jonathan Ni in 2018 and 2019 misstated 

the compensation paid to Zhou Min Ni by the same amount. 

31. Although certain transactions between HF Foods and Revolution Industry may 

have been legitimate, part of the money sent by HF Foods to Revolution Industry (which was 

then forwarded to Revolution Automotive) appears to have been provided for the sole purpose of 

making payments for luxury vehicles. For example, in August 2018, after HF Foods had gone 

public, an HF Foods employee e-mailed HF Foods’s Treasurer, stating that Revolution 

Automotive had a nearly $60,000 unpaid balance for the month. The Treasurer responded that 

the HF Foods employee could “cut the check to Revolution industry. Then [Revolution Industry] 

can pay to [Revolution Automotive].”3 

32. Zhou Min Ni, as the joint owner of the Revolution entities, was aware that money 

was flowing from HF Foods, through Revolution Industry, into Revolution Automotive. Zhou 

Min Ni also was aware that Revolution Automotive was using the money transferred from HF 

 
3 In early 2018, HF Group made several payments directly to Revolution Automotive, even though there was no 
legitimate commercial relationship between HF Group and Revolution Automotive. 

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Foods, via Revolution Industry, to pay the expenses incurred for his family’s fleet of 

automobiles. 

33. Jonathan Ni, as a CPA and the CFO of HF Foods, knew that a public company 

should not have a fleet of luxury and exotic vehicles on the books of a subsidiary. And he also 

knew, as a close business associate of Zhou Min Ni and a personal confidante of Zhou Min Ni’s 

son, that the Revolution entities were used to divert funds from HF Foods to maintain and 

expand the fleet of luxury vehicles for the benefit of Zhou Min Ni’s family. Thus, Jonathan Ni 

worked with HF Group’s company lawyers to execute a series of transactions that established the 

Revolution entities and transferred the vehicles from HF Group to Revolution Automotive. He 

reviewed and authorized certain payments made by HF Group and later HF Foods to the 

Revolution entities, which were ultimately used to finance the vehicles. 

34. Jonathan Ni signed HF Foods’s public filings that contained material 

misstatements about HF Foods’s payments to Revolution Industry. See infra ¶¶ 61–78. CFO 

knew or was reckless in not knowing that the public filings were materially false and misleading, 

because they failed to disclose that payments to Revolution Industry and Revolution Automotive 

for what they actually were: compensation to the CEO. By concealing HF Foods’s ongoing 

undisclosed compensation to its CEO, Jonathan Ni materially misled investors. 

35. Ultimately, after Jonathan Ni left the company, HF Foods determined that 

payments to Revolution Industry were improper. In its Form 10-K for 2021, which was filed in 

2023, HF Foods admitted: “[c]ertain advances to Revolution Industry, LLC (“Revolution 

Industry”), in particular, payments for luxury cars, did not occur in the normal course of 

business. The Company has determined that certain payments to Revolution Industry should be 

accounted for as compensation expense, including in the previously filed financial statements, as 

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Revolution Industry and Revolution Automotive, LLC were used to obtain funds which paid for 

luxury cars to the benefit of the Ni family.” 

36. As CEO and CFO of HF Foods, Zhou Min Ni and Jonathan Ni signed HF Foods’s 

public filings that contained material misstatements about HF Foods’s payments to Revolution 

Industry. See infra ¶¶ 61–87. Defendants knew or were reckless in not knowing that the public 

filings were materially false and misleading, because they failed to disclose that payments to 

Revolution Industry and Revolution Automotive for what they actually were: compensation to 

Zhou Min Ni. By concealing HF Foods’s ongoing undisclosed compensation to its CEO, Zhou 

Min Ni and Jonathan Ni materially misled investors. 

B. The Staff Loan Scheme: Hiding Millions of Liabilities 

37. For years before it went public, HF Group ran a loan program for its employees, 

business associates, and their relatives. The Staff Loan Program, which was started by Zhou Min 

Ni and had at least sixty-two participants, promised guaranteed rates of return to participants for 

providing money to HF Group. Participants could make actual cash deposits or choose to 

automatically deposit portions of their salary directly into the program. The program funds were 

commingled with HF Group’s general operating funds, where much of it was used to pay for the 

day-to-day operations of the company. In addition, some program funds were used to help pay 

for Zhou Min Ni’s real estate investments. HF Group and HF Foods documents described the 

Staff Loan Program balance as “Loan to Staff,” and as investments to affiliated companies. 

38. Before HF Group became a public company, its consultants and auditors advised 

its senior management, including Zhou Min Ni and Jonathan Ni, that the Staff Loan Program 

balance should be removed from HF Group’s books. 

39. With Zhou Min Ni’s knowledge and approval, Jonathan Ni helped remove the 

Staff Loan Program balance from HF Group’s accounting records, even while HF Group 

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continued to repay the loans off the books. In anticipation of going public, the Staff Loan 

Program was purportedly discontinued on October 31, 2017, and purportedly removed from HF 

Group’s books in November 2017 through a series of adjusting journal entries that offset the 

outstanding program balance partially against assets listed on HF Group’s books and recording 

other credits.. These accounting entries included references to Zhou Min Ni assuming the debt 

“personally.” But, as Jonathan Ni knew, he and Zhou Min Ni removed the liability from HF 

Foods books by creating a purported line of credit between HF Foods and Feilong, a now-

defunct company connected to a business partner of Zhou Min Ni. 

40. In January 2018, Zhou Min Ni reached out to this business partner and asked her 

to take responsibility for interest payments on a personal obligation he had to HF Group (but not 

the obligation itself). According to the business partner, Zhou Min Ni never said what the 

obligation was for. The business partner also recalled speaking with Jonathan Ni about the 

obligation. No one told the program’s participants that Zhou Min Ni, Feilong, or any other third 

party was taking over the repayment obligation of the program. 

41. The Staff Loan Program continued even after the liability was removed from the 

books and after HF Foods became a public company. HF Foods continued to pay out interest and 

return principal in cash to program participants via HF Foods’s cash-on-hand account. But 

because the program was no longer on HF Foods’s books, Staff Loan transactions were now—at 

Jonathan Ni’s direction—inaccurately recorded in the “Due to/from Feilong” general ledger 

account, with interest payments recorded as “Feilong Fee” and withdrawal of principal recorded 

as “Feilong Withdraw.” In other words, when HF Foods paid cash to program participants, it 

recorded an offsetting receivable owed by Feilong, as if HF Foods were making the payments on 

behalf of Feilong. 

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42. To account for these ongoing payments, supposedly made by HF Foods on behalf 

of Feilong, HF Foods issued a series of notes receivable (lines of credit and promissory notes) 

purportedly with Feilong and purportedly signed by Zhou Min Ni’s business partner, in 

increasing amounts. The notes covered the amounts that HF Foods continued to pay out of its 

cash-on-hand account in connection with the program. Bank records do not show any transfer of 

funds from Feilong to HF Foods in connection with the program nor any transfer of funds from 

HF Foods to Feilong under the promissory notes. 

43. Jonathan Ni was responsible for drafting at least part of the first note receivable 

that was exchanged with Feilong in September 2017, which supposedly provided Feilong with a 

$1.5 million line of credit. Jonathan Ni also reviewed two additional notes receivable that were 

exchanged with Feilong on February 15, 2018, and September 30, 2018. These additional notes 

expanded the purported line of credit to $3 million and $4 million, respectively. 

44. To get approval for this supposed business loan to Feilong, Zhou Min Ni and 

Jonathan Ni knowingly or recklessly misrepresented the nature of the relationship between HF 

Foods and Feilong to HF Foods’s Board of Directors, falsely telling the Board at a meeting on 

September 7, 2018, that Feilong supplied food containers for HF Foods and that HF Foods 

needed to loan Feilong money to ensure a reliable supply chain. But there is no evidence that 

Feilong ever supplied anything to HF Foods. 

45. Zhou Min Ni and Jonathan Ni knew or were reckless in not knowing that Feilong 

did not actually supply HF Group or HF Foods with anything, that the supposed transactions 

between HF Foods and Feilong only existed on paper, and that HF Foods’s line of credit and 

promissory notes with Feilong were created to give the false impression that the Staff Loan did 

not exist in HF Foods’s books. Zhou Min Ni and Jonathan Ni also knew that HF Foods was 

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recording payments to staff members that were due under the Staff Loan Program as loans 

extended to Feilong, even though they knew that Zhou Min Ni was the person actually 

responsible for the debt. 

46. Nonetheless, Zhou Min Ni and Jonathan Ni knowingly or recklessly 

misrepresented the true nature of the relationship with Feilong to HF Foods’s auditors and its 

Board of Directors. Zhou Min Ni and Jonathan Ni knew, or were reckless in not knowing, that 

this constituted a material misrepresentation that made HF Foods’s public filings inaccurate. As 

CEO and CFO of HF Foods, Zhou Min Ni and Jonathan Ni also signed HF Foods’s public filings 

that misstated HF Foods’s liabilities and omitted material information regarding the Staff Loan 

Program and the true nature of the Feilong notes. See infra ¶¶ 61–78. 

47. In March 2019, Zhou Min Ni issued a personal guarantee for the Feilong note 

receivable, which then had an outstanding balance of $3.6 million. In September 2019, Zhou Min 

Ni purchased the Feilong note receivable using his HF Foods stock. 

C. The UGO Scheme: Overpaying Zhou Min Ni for “Professional Fees” 

48. UGO was incorporated in North Carolina in May 2017 as an entity that was 30% 

owned by Zhou Min Ni and 70% by his niece. Its principal offices were at HF Group’s 

headquarters. UGO appears to have had only four employees, one of whom was Zhou Min Ni’s 

niece. 

49. Beginning in January 2018, HF Group began paying UGO $50,000 per month for 

“professional services.” HF Group paid UGO purportedly in exchange for creating an online 

shopping portal for HF Group and a mobile application through which HF Group’s customers 

could place orders. But UGO actually provided these services by subcontracting with a China- 

based company that was wholly owned by Zhou Min Ni. UGO made numerous $50,000 

payments to Zhou Min Ni’s company in China—essentially, passing along the fees paid by HF 

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Foods to Zhou Min Ni. Between August 2018 and 2021, UGO received approximately $1 

million in total from HF Group and HF Foods, purportedly for professional services. 

50. Zhou Min Ni provided directions to his niece regarding how to run UGO. Zhou 

Min Ni also was responsible for choosing the China-based subcontractor, which he wholly 

owned, to create and maintain UGO’s website. Zhou Min Ni negotiated the agreement between 

UGO and the subcontractor, and Zhou Min Ni directed his niece to make payments from UGO to 

both the subcontractor and to Zhou Min Ni directly. 

51. Jonathan Ni took actions furthering the scheme to take money out of HF Group 

and later HF Foods for Zhou Min Ni’s benefit. In an email dated March 29, 2018, HF Group’s 

Controller told HF Group’s Treasurer that Jonathan Ni would speak to her about preparing 

monthly invoices for UGO to submit to HF Group, despite the fact that neither Jonathan Ni, nor 

the Controller, nor the Treasurer were employees of UGO. In March 2018, Jonathan Ni also 

directed HF Group’s finance personnel to reclassify in HF Group’s books and records the 

payments to UGO from “professional fees” to “advertising expense,” which helped to avoid 

further questions about the payments from HF Group’s auditors. 

52. Ultimately, in its 2023 Restatement, HF Foods concluded that the amounts paid to 

UGO that were eventually forwarded to Zhou Min Ni should have been recorded as 

compensation for Zhou Min Ni. HF Foods also later concluded that the services provided by 

UGO were not commensurate with the amount paid by HF Foods—including approximately $1 

million after HF Foods became a public company. 

53. Zhou Min Ni and Jonathan Ni knew, or were reckless in not knowing, that HF 

Foods’s payments to UGO constituted compensation to Zhou Min Ni. Zhou Min Ni and Jonathan 

Ni also knew that HF Foods was paying UGO $50,000 per month and that Zhou Min Ni was 

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receiving a large portion of these monthly payments. Zhou Min Ni and Jonathan Ni knew that 

Zhou Min Ni owned 100% of the Chinese entity that subcontracted with UGO. Indeed, according 

to Jonathan Ni, he believed that payments went to UGO so that Zhou Min Ni could recoup 

expenses he had incurred in setting up the online portal and mobile application. Zhou Min Ni and 

Jonathan Ni also knew, or were reckless in not knowing, that Zhou Min Ni had not provided any 

documentation of expenses that would justify receiving these payments. 

D. As CFO Prior to the De-SPAC Merger, Jonathan Ni Prepared Financial 
Statements That Misled the Public 

54. As part of the SPAC process, Atlantic Acquisition (the company that ultimately 

merged with HF Group) publicly filed proxy statements with the SEC in support of the de-SPAC 

transaction. The proxy statements included HF Group’s misleading financials for 2017 and the 

first quarter of 2018 and contained other misrepresentations and omissions about HF Group. 

55. Specifically, Atlantic filed proxy statements on April 6, May 24, June 15, July 5, 

and July 18, 2018. All of these proxy statements contained substantially similar false and 

misleading statements. Among other issues, all of the proxy statements falsely and misleadingly 

assert that HF Group’s financials were prepared according to GAAP. 

56. Additionally, the Atlantic proxy statements from May, June, and July note that 

HF Foods provided an advance of $334,341 to Revolution Industry in the normal course of 

business, when in fact the funds were eventually diverted to Revolution Automotive to finance 

luxury vehicles. 

57. These misstatements were material. Reasonable investors would have wanted to 

know that the company’s financials were not prepared in accordance with GAAP and that the 

company was providing advances to a related party that were being used to pay for luxury cars. 

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58. Zhou Min Ni, as HF Group’s CEO, knew that the line of credit and promissory 

notes with Feilong existed to create the false impression that the liability for the Staff Loan 

Program had been removed legitimately from HF Group’s books. Zhou Min Ni nonetheless 

signed management representation letters to HF Foods’s auditors on March 14, 2018, May 24, 

2018, and August 27, 2018, that contained misstatements, including letters provided to auditors 

concerning financial statements for the 2018 de-SPAC transaction that were included in Atlantic 

Acquisition’s pre-transaction proxy statements. 

59. Jonathan Ni was HF Group’s CFO and was intimately familiar with the 

Revolution entities, the UGO scheme, and the Staff Loan Program, as well as HF Group’s 

financials. Prior to the de-SPAC transaction, Jonathan Ni reviewed and prepared financial 

information for HF Group that he knew to be inaccurate, and that he helped cause to be 

inaccurate. He was responsible for providing that information to Atlantic Acquisition and knew 

that this information was ultimately included in proxy statements that were publicly 

disseminated. He also knew that the proxy statements included auditor’s reports relating to 

materially false and misleading letters that he had signed and sent to HF Group’s auditors (see 

infra ¶¶ 88–94). He therefore knew or was reckless in not knowing that these proxy statements 

contained materially misleading information and omitted facts necessary to render material 

statements in the proxy not misleading. 

60. Zhou Min Ni and Jonathan Ni intentionally, recklessly, or negligently reviewed 

and prepared financial information for HF Group that they knew to be inaccurate, and that they 

helped cause to be inaccurate. They were responsible for providing these materially misleading 

statements or omissions in the financials that were given to Atlantic Acquisition. As a result of 

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the Defendants’ actions, Atlantic Acquisition publicly filed and used proxy statements to 

approve the de-SPAC transaction with HF Group that were materially false or misleading. 

E. As CEO and CFO of HF Foods, Zhou Min Ni and Jonathan Ni Signed False 
and Misleading Public Filings and Made Certifications Pursuant to Section 
302 of the Sarbanes-Oxley Act 

61. As HF Foods’s CEO, Zhou Min Ni was aware of the schemes involving the 

Revolution entities, UGO, and the Staff Loan program as well as the fact that HF Foods made 

materially false and misleading statements about the various schemes. At the very least, as the 

CEO of HF Foods, Zhou Min Ni was reckless in not knowing that these transactions were not 

accurately disclosed in HF Foods’s public filings. Zhou Min Ni signed all of the company’s 10-Q 

and 10-K filings during his tenure as CEO from August 2018 to November 2019 and as co-CEO 

from November 2019 to February 2021. 

62. As CFO of a public company and a CPA, Jonathan Ni led the internal team that 

prepared the company’s financial statements. He answered questions from the audit and 

consulting teams, who prepared and submitted initial drafts for his review. Jonathan Ni drafted 

portions of HF Foods’s 2018 Form 10-K and signed the company’s 2018 third quarter Form 10- 

Q and 2018 Form 10-K filings. 

63. HF Foods’s CEO and CFO were required, pursuant to Section 302 of the 

Sarbanes-Oxley Act [15 U.S.C. § 7241] (“SOX”), to sign certain certifications when filing 

periodic reports with the Securities and Exchange Commission. Thus, when Zhou Min Ni signed 

and submitted HF Foods’s Form 10-Q for Q3 2018 and Forms 10-Q for the first three quarters of 

2019 and 2020, in addition to annual reports on Form 10-K for 2018 and 2019, he certified, 

among other things, that HF Foods’s filings did not contain any untrue statement of a material 

fact and that he had evaluated the effectiveness of HF Foods’s internal controls. During the 

months when Jonathan Ni served as CFO and HF Foods was a public company, Jonathan Ni 

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prepared and signed documents that certified that he had evaluated the effectiveness of HF 

Foods’s internal controls. 

1. Zhou Min Ni and Jonathan Ni Signed HF Foods’s Form 10-Q For Q3 
2018, Which Materially Misled Investors 

64. After the de-SPAC transaction, HF Foods filed a Form 10-Q for the third financial 

quarter of 2018 on November 14, 2018. Zhou Min Ni and Jonathan Ni signed this Form 10-Q, 

which they knew, or were reckless in not knowing, contained multiple materially false or 

misleading statements. 

65. Specifically, HF Foods’s Form 10-Q stated that it had made $362,077 in cash 

advances to Revolution Industry, which it described as “made in the normal course of business.” 

This was false—as HF Foods itself acknowledged in its 2021 Form 10-K, these advances were 

not always made in the ordinary course of business. Rather, as Zhou Min Ni and Jonathan Ni 

knew, or were reckless in not knowing, HF Foods had made at least $60,000 in advance 

payments to Revolution Industry, specifically timed to pay Revolution Automotive’s outstanding 

bills. See supra, ¶ 31. 

66. HF Foods’s Form 10-Q also falsely stated that it had “entered into a line of credit 

promissory note agreement with Feilong Trading, Inc., which is a supplier to the Company.” 

Zhou Min Ni and Jonathan Ni knew or were reckless in not knowing that Feilong was not a 

supplier to the company, that HF Foods never provided funds to Feilong, and that the notes 

receivable were not provided in the ordinary course of business. Moreover, the Form 10-Q failed 

to state the true purpose of the Feilong Note—to conceal HF Foods’s ongoing debt to its 

employees. 

67. Zhou Min Ni and Jonathan Ni also signed the certifications that were attached to 

HF Foods’s third quarter 2018 Form 10-Q as Exhibits 31.1 and 31.2, respectively. Accordingly, 

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Zhou Min Ni and Jonathan Ni knowingly or recklessly, certified the following false and 

misleading statements: 

a. The 10-Q contained no false statements of material fact or omissions of 

material facts necessary to make the statements made not misleading; 

b. The 10-Q “fairly present[ed] in all material respects” the “financial 

condition, results of operations and cash flows” of HF Foods; 

c. HF Foods had established and maintained disclosure controls and 

procedures and internal control over financial reporting; 

d. They had disclosed “[a]ll significant deficiencies and material weaknesses 

in the design or operation of internal control over financial reporting” and 

“[a]ny fraud, whether or not material, that involves management.” 

68. For all the reasons stated above, these representations that HF Foods’s Form 10-Q 

contained no false statements of material fact and fairly presented the financial condition of HF 

Foods were false and/or misleading. According to Jonathan Ni, only he, HF Foods’s auditors, 

and HF Foods’s consultants were involved in the internal control process in 2018. Zhou Min Ni 

and Jonathan Ni knew or should have known that HF Foods’s internal controls over financial 

reporting were not comprehensively documented as of the end of 2018, and that there was no 

written policy of internal controls at that time. Zhou Min Ni and Jonathan Ni also knew, were 

reckless in not knowing, or should have known that they never received an internal control report 

from HF Foods’s consultants. Thus, Zhou Min Ni and Jonathan Ni knew, were reckless in not 

knowing, or should have known that HF Foods had not sufficiently assessed its internal controls, 

and that the representation relating to HF Foods’s disclosure controls and procedures and internal 

controls over financial reporting were false. 

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69. Zhou Min Ni and Jonathan Ni also signed a second certification pursuant to 

Section 906 of the Sarbanes-Oxley Act [18 U.S.C. § 1350] that was attached to HF Foods’s 2018 

3Q Form 10-Q as Exhibit 32. In this document, Zhou Min Ni and Jonathan Ni, intentionally or 

recklessly, falsely certified that the 10-Q “fully compl[ied] with the requirements of Section 

13(a) or 15(d) of the Securities Exchange Act of 1934,” and “fairly present[ed], in all material 

respects, the financial condition and results of operation of the Company.” For the reasons 

described above, Zhou Min Ni and Jonathan Ni knew or were reckless in not knowing this was 

untrue. 

70. These misstatements were material. Reasonable investors would have wanted to 

know that HF Foods was paying its CEO (via Revolution Industry) hundreds of thousands of 

dollars under the table, and that it was concealing millions of dollars of ongoing debt to its own 

employees by creating a purported line of credit to a company with no real business relationship 

to HF Foods. Moreover, reasonable investors would have wanted to know that Zhou Min Ni and 

Jonathan Ni had failed to evaluate the effectiveness of HF Foods’s internal control over financial 

reporting using any suitable framework. 

2. Zhou Min Ni and Jonathan Ni Signed HF Foods’s Form 10-K For FY 
2018, Which Materially Misled Investors 

71. On April 1, 2019, HF Foods filed with the SEC its Form 10-K for the 2018 fiscal 

year. Zhou Min Ni and Jonathan Ni signed this document, which they knew, or were reckless in 

not knowing, contained multiple materially false and misleading statements. 

72. Specifically, HF Foods’s 2018 Form 10-K stated that HF Foods had “entered into 

a line of credit promissory note agreement with Feilong Trading, Inc., which is a supplier to the 

Company.” For the reasons described above, Zhou Min Ni and Jonathan Ni knew or were 

reckless in not knowing, that Feilong was not a supplier to the company; that HF Foods, in fact, 

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never provided funds to Feilong; and that the notes receivable were not provided in the ordinary 

course of business. Moreover, the Form 10-K failed to state the true purpose of the Feilong Note: 

to conceal millions of dollars in HF Foods’s ongoing debt to its employees. 

73. HF Foods’s Form 10-K also included additional misstatements in its consolidated 

balance sheet. Specifically, it materially understated HF Foods’s distribution, selling and 

administrative expenses (the line item that included executive compensation) by counting the 

money paid to Revolution Industry in 2018 as “cost of revenue.”  

74. Zhou Min Ni and Jonathan Ni also signed the certifications that were attached to 

the Form 10-K as Exhibit 31.1 and 31.2, respectively. Accordingly, Zhou Min Ni and Jonathan 

Ni knowingly or recklessly, falsely certified the following false and misleading statements: 

a. The 10-K contained no false statements of material fact or omissions of 

material facts necessary to make the statements made not misleading; 

b. The 10-K “fairly present[ed] in all material respects” the “financial 

condition, results of operations and cash flows” of HF Foods; 

c. They had designed, or caused to be designed, internal control over 

financial reporting, to provide reasonable assurance regarding the 

reliability of financial reporting and the preparation of financial statements 

for external purposes in accordance with GAAP; 

d. They had disclosed “[a]ll significant deficiencies and material weaknesses 

in the design or operation of internal control over financial reporting” and 

“[a]ny fraud, whether or not material, that involves management.” 

75. For all the reasons stated above, these representations that HF Foods’s 10-K 

contained no false statements of material fact and fairly presented the financial condition of HF 

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Foods were false or misleading. Moreover, as with HF Foods’s 10-Q for the third quarter of 

2018, Zhou Min Ni and Jonathan Ni knew or should have known that HF Foods did not, in fact, 

have sufficient internal controls over financial reporting. 

76. Zhou Min Ni and Jonathan Ni also signed second SOX Certifications that were 

attached to HF Foods’s Form 10-K as Exhibit 32.1 and 32.2, respectively. In these documents, 

Zhou Min Ni and Jonathan Ni certified that the 10-K “fully compl[ied] with the requirements of 

Section 13(a) or 15(d) of the Securities Exchange Act of 1934,” and “fairly present[ed], in all 

material respects, the financial condition and results of operation of the Company.” For all the 

reasons described above, Zhou Min Ni and Jonathan Ni knew or were reckless in not knowing 

that this was untrue. 

77. These were material misstatements. Reasonable investors would have wanted to 

know that HF Foods had created a fictitious relationship with a purported “supplier” that 

provided no actual goods or services in order to conceal the payments it was making to the Staff 

Loan Program participants. Reasonable investors would have wanted to know that HF Foods was 

hiding hundreds of thousands of dollars in executive compensation on its balance sheet, thereby 

understating its administrative costs. And reasonable investors would have wanted to know that 

the company—and Zhou Min Ni and Jonathan Ni—had not evaluated the effectiveness of HF 

Foods’s internal control over financial reporting using any suitable framework. 

78. Jonathan Ni officially retired from HF Foods on April 1, 2019, the same day that 

HF Foods publicly filed the 2018 Form 10-K (which he signed). 

3. Zhou Min Ni Signed Six Additional Forms 10-Q for HF Foods, Which 
Materially Misled Investors 

79. As CEO of HF Foods, Zhou Min Ni signed HF Foods’s Forms 10-Q for the first 

three quarters of 2019 and the first three quarters of 2020. Each of these public filings by HF 

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Foods misstated the Staff Loan Program and the true nature of the Feilong notes, similar to the 

third quarter 2018 Form 10-Q described supra, Paragraph 66. Specifically, the 2019 and 2020 

filings state that HF Foods entered into a line of credit promissory note agreement with Feilong 

and describe it as a supplier, even though Feilong was not a supplier and the line of credit 

promissory note was only created to conceal the company’s continued involvement in the Staff 

Loan Program transaction. 

80. The Forms 10-Q for the first and second quarter of 2019 also materially misstated 

HF Foods’s liabilities by omitting the money that HF Foods owed its employees. Zhou Min Ni 

knew or was reckless in not knowing that these statements were materially inaccurate, in light of 

his role in creating and concealing the Staff Loan Program. 

4. Zhou Min Ni Signed HF Foods’s Form 10-K For FY 2019, Which 
Materially Misled Investors 

81. On March 16, 2020, HF Foods filed with the SEC its Form 10-K for the 2019 

fiscal year. Zhou Min Ni signed this document, which he knew, or was reckless in not knowing, 

contained multiple material false and misleading statements. 

82. Specifically, HF Foods’s Form 10-K stated that it had “entered into a line of 

credit promissory note agreement with Feilong Trading, Inc., which is a supplier to the 

Company.” For the reasons described above, Zhou Min Ni knew or was reckless in not knowing 

that Feilong was not a supplier to the company, that HF Foods, in fact, never provided funds to 

Feilong, and that the notes receivable were not provided in the ordinary course of business. 

Moreover, HF Foods’s Form 10-K failed to state the true purpose of the Feilong Note—to 

conceal millions of dollars in HF Foods’s ongoing debt to its employees. 

83. HF Foods’s Form 10-K also included additional misstatements in its consolidated 

balance sheet. Specifically, it materially understated HF Foods’s distribution, selling and 

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administrative expenses (the line item that included executive compensation) by counting the 

money paid to Revolution Industry in 2019 as “cost of revenue.” 

84. Zhou Min Ni also signed the certifications that were attached to the Form 10-K as 

Exhibit 31.1. Zhou Min Ni therefore, knowingly or recklessly, falsely certified the following: 

a. The 10-K contained no false statements of material fact or omissions of 

material facts necessary to make the statements made not misleading; 

b. The 10-K “fairly present[ed] in all material respects” the “financial 

condition, results of operations and cash flows” of HF Foods; 

c. Along with HF Foods’s other certifying officer, he had designed, or 

caused to be designed, internal control over financial reporting, to provide 

reasonable assurance regarding the reliability of financial reporting and 

the preparation of financial statements for external purposes in accordance 

with GAAP; 

d. Along with HF Foods’s other certifying officer, he had disclosed “[a]ll 

significant deficiencies and material weaknesses in the design or operation 

of internal control over financial reporting” and “[a]ny fraud, whether or 

not material, that involves management.” 

85. For all the reasons stated above, these representations that HF Foods’s Form 10-K 

contained no false statements of material fact and fairly presented the financial condition of HF 

Foods were false or misleading. Moreover, as with HF Foods’s Forms 10-Q, Zhou Min Ni knew, 

was reckless in not knowing, or should have known that HF Foods did not, in fact, have 

sufficient internal controls over financial reporting. 

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86. Zhou Min Ni also signed a second SOX Certification that was attached to the 

Form 10-K as Exhibit 32.1. In this documents, Zhou Min Ni certified that the 10-K “fully 

compl[ied] with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 

1934,” and “fairly present[ed], in all material respects, the financial condition and results of 

operation of the Company.” For all the reasons described above, Zhou Min Ni knew, was 

reckless in not knowing, or should have known that this was untrue. 

87. These misstatements were material. Reasonable investors would have wanted to 

know that HF Foods had created a fictitious relationship with a purported “supplier” that 

provided no actual goods or services in order to conceal the payments it was making to Staff 

Loan Program participants. Reasonable investors would have wanted to know that HF Foods was 

hiding hundreds of thousands of dollars in executive compensation on its balance sheet, thereby 

understating its administrative costs. And reasonable investors would have wanted to know that 

the company— and Zhou Min Ni—had not evaluated the effectiveness of HF Foods’s internal 

control over financial reporting using any suitable framework. 

F. Zhou Min Ni and Jonathan Ni Made False and Misleading Representations 
to HF Group’s and HF Foods’s Auditors 

88. Between March 2018 and April 2019, Jonathan Ni signed five management 

representation letters on behalf of HF Group and later HF Foods that were sent to the company’s 

auditor. Many attestations made in these letters were false and misleading. 

89. Between March 2018 and November 2020, Zhou Min Ni signed at least eight 

management representation letters on behalf of HF Group and later HF Foods that were sent to 

their auditor. Many attestations made in these letters were false and misleading. 

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90. Specifically, the letters signed by Zhou Min Ni and Jonathan Ni made the 

following false and misleading statements about HF Foods and its financial reporting, using the 

same or substantially similar language: 

a. The financial statements referred to above are fairly presented in 

conformity with U.S. [GAAP], and include all disclosures necessary for 

such fair presentation and disclosures required to be included therein by 

the laws and regulations to which the Company is subject. 

b. We have made available to you all — a) financial records and related data, 

including the names of all related parties and all relationships and 

transactions with related parties. . . . 

c. There are no material transactions that have not been properly recorded in 

the accounting records underlying the financial statements. 

d. We have no knowledge of any fraud or suspected fraud affecting the 

Company involving: a) Management, b) Employees who have significant 

roles in internal control of financial reporting, or c) Others where the fraud 

could have a material effect on the financial statements. 

e. The following have been properly accounted for and adequately disclosed 

in the financial statements: a) Related party relationships or transactions, 

including sales, purchases, loans, transfers, leasing arrangements, 

guarantees, and amounts receivable from or payable to related parties. . . . 

91. Zhou Min Ni and Jonathan Ni knew or were reckless in not knowing that these 

statements were false and misleading because HF Foods’s financial statements did not comply 

with GAAP; because HF Foods had concealed numerous material facts from its auditors; 

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because the leadership of HF Foods was aware of ongoing fraud involving Zhou Min Ni and his 

family; and because HF Foods had failed to properly disclose transactions with related parties 

like Revolution Industry designed to enrich Zhou Min Ni. 

92. These misstatements were material. Reasonable investors would have wanted to 

know that HF Foods was not preparing its financial statements in accordance with GAAP; that it 

was failing to properly record and disclose the nature of material transactions; and that its CFO 

and CEO were aware of ongoing fraud. 

93. The audited financial statements of HF Group and the auditor’s report relating to 

these false management letters were ultimately included in proxy statements filed by Atlantic 

Acquisition Corp. (the pre-merger SPAC) in the spring and summer of 2018 to solicit votes to 

approve its reverse merger with HF Group. These filings therefore materially misstated the 

company’s liabilities and administrative expenses. 

94. The practice continued after HF Foods became a public company. The audited 

financial statements of HF Foods related to these false management letters signed by Zhou Min 

Ni and Jonathan Ni were also included in HF Foods’s 2018 third quarter Form 10-Q and 2018 

Form 10-K. They were also included in HF Foods’s Forms 10-Q from 2019 and 2020 and in HF 

Foods’s Form 10-K from 2019. 

G. Zhou Min Ni and HF Foods Solicited Proxies in 2019 and 2020 With 
Definitive Proxy Statements That Materially Misled Investors 

95. On April 30, 2019, and April 29, 2020, HF Foods publicly filed definitive proxy 

statements, which it used to solicit proxies in connection with its 2019 and 2020 annual 

meetings. 

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96. At the time of both definitive proxy statements, Zhou Min Ni was the CEO of HF 

Foods and Chairman of HF Foods’s Board of Directors. Zhou Min Ni was a nominee for whose 

election as director the proxies were solicited. 

97. The 2019 and 2020 definitive proxy statements contained numerous 

misstatements regarding HF Foods’s related party transactions, including a false assertion that 

the Board of Directors had “analyzed the prices paid to these Related Parties as well as the level 

of service, reliability, delivery terms, and historical performance of these Related Parties and has 

concluded that such prices and terms are substantially equivalent to, or more advantageous than, 

prices and terms the Company would receive in arm’s length transactions from third parties that 

have no relationship with the Company and are capable of providing the same level of service.” 

No such analysis occurred regarding HF Foods’s relationship to Revolution Industry or UGO. 

98. Additionally, the 2019 and 2020 definitive proxy statements materially 

understated Zhou Min Ni’s executive compensation amounts by omitting money he was 

receiving through his connection to Revolution Industry and UGO. 

99. These misstatements and omissions were material. HF Foods shareholders would 

have wanted to know that the Board of Directors was failing to evaluate related parties with 

whom HF Foods was doing business. Shareholders also would have wanted to know that the 

company’s CEO and Chairman of the Board of Directors was receiving undisclosed 

compensation. 

H. The HF Foods Fraud Is Partially Revealed 

100. On March 23, 2020, a financial research company that describes itself as 

specializing in forensic financial research released a public report (“Report”) that alleged 

misappropriation of company funds and accounting irregularities at HF Foods. The Report 

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accused HF Foods of concealing material facts from investors, some of which have been 

described in this Complaint. 

101. Specifically, the Report noted that Zhou Min Ni’s son publicly advertised his use 

of a fleet of luxury cars, which were publicly owned by a subsidiary of HF Foods, and noted the 

ongoing relationship between HF Foods and Revolution Industry. The Report also noted that 

over $1 million in shareholder money had been transferred to UGO from HF Foods, from 2018 

through March 2020. 

102. In the aftermath of the Report, HF Foods stock dropped from $12.32 per share on 

March 22, 2020, to close at $9.80 per share on March 23—a one-day drop of 20.5% on heavy 

trading volume. 

I. Zhou Min Ni Signs a False and Misleading Filing by HF Foods Responding 
to the Report 

103. On March 25, 2020, Zhou Min Ni, as Co-CEO of HF Foods, signed an interim 

report on a Form 8-K that denied the “derogatory assertions” made in the Report and represented 

that “[HF Foods’s] published financial statements and other public disclosures fairly present, in 

all material respects, the financial condition and results of operations of the Company, as well as 

[its] subsidiaries, [its] dealings with related parties, and the compensation of the Company’s 

executive officers.” This was materially false and misleading because Zhou Min Ni was aware 

that many of the allegations made in the Report were true, such as the allegation relating to the 

luxury vehicles and the allegation relating to UGO, which the company later essentially 

acknowledged by issuing corrective restatements. Nonetheless, Zhou Min Ni continued to assert 

publicly that HF Foods’s financials could be relied upon. 

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104. HF Foods appointed a Special Investigation Committee of Independent Directors 

(“SIC”) in response to the allegations in the Report. In February 2021, Zhou Min Ni resigned 

from his positions at HF Foods. 

J. HF Foods Restates Its Earnings and Acknowledges Material Misstatements 

105. On January 20, 2023, HF Foods filed a Form 8-K publicly disclosing that its 

financial statements for the quarters and full years 2019, 2020 and 2021 should not be relied 

upon due to errors related to, among other things, related party transactions. 

106. On January 31, 2023, HF Foods filed a Form 10-K for the year 2021. In this 

document, HF Foods restated its financial statements from 2019 and 2020 and certain 2018 

financial information and provided a public update as to the investigation that had been 

conducted by the SIC. See supra, ¶ 9. Specifically, the SIC found: 

a. Members of Zhou Min Ni’s family received undisclosed compensation 

from transactions with related parties that had been excluded from 

previously filed proxy statements; 

b. Certain advances made by HF Foods to Revolution Industry, in particular, 

payments for luxury cars, “did not occur in the normal course of business” 

and “should be accounted as compensation expense” because Revolution 

Industry and Revolution Automotive “were used to obtain funds which 

paid for luxury cars for the benefit of the Ni family”; 

c. Feilong was not a supplier to the company; there was no evidence that 

funds were ever provided to Feilong; the notes receivable were not 

provided in the ordinary course of business; and the notes receivable 

appeared to have benefited Zhou Min Ni. 

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d. The “marketing services” provided by UGO were not “commensurate to 

the amounts paid” to UGO from 2018–2021. 

107. When asked by SEC counsel during investigative testimony about the fraudulent 

schemes, misleading statements, and material omissions described supra, ¶¶ 1–104, relating to 

Revolution Industry, Feilong, and UGO, Zhou Min Ni asserted his Fifth Amendment right 

against self-incrimination. 

108. On September 30, 2019, Zhou Min Ni received loan rights, valued at 

$12,038,030, in exchange for 1,203,803 shares of HF Foods stock that Zhou Min Ni had received 

at the time of de-SPAC transaction in August 2018. The prices of those shares was inflated at the 

time as a result of Zhou Min Ni’s material misstatements and omissions. By tendering this stock 

to HF Foods in September 2019, Zhou Min Ni obtained money or property by means of his 

material misstatements and omissions. 

K. This Action Is Timely Filed 

109. Zhou Min Ni entered into an initial tolling agreement with the SEC in which he 

agreed to toll for ninety days any statute of limitations applicable to the conduct and claims 

alleged herein. This first tolling agreement covers the period beginning on February 15, 2023, 

through May 16, 2023. Zhou Min Ni then entered into a second tolling agreement covering the 

period beginning on May 16, 2023, through August 14, 2023. Zhou Min Ni entered into a third 

tolling agreement covering the period beginning on August 14, 2023, through November 12, 

2023. Zhou Min Ni entered into a fourth tolling agreement covering the period beginning on 

November 12, 2023, through December 24, 2023. Zhou Min Ni entered into a fifth tolling 

agreement covering the period beginning on December 24, 2023, through January 23, 2024. 

Zhou Min Ni entered into a sixth tolling agreement covering the period beginning on January 23, 

2024, through February 29, 2024. Zhou Min Ni entered into a seventh tolling agreement 

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covering the period beginning on February 29, 2024, through April 8, 2024. Zhou Min Ni 

entered into an eighth tolling agreement covering the period beginning on April 9, 2024, through 

May 10, 2024. Zhou Min Ni entered into a ninth tolling agreement covering the period beginning 

on May 10, 2024, through June 7, 2024. 

110. Jonathan Ni entered into an initial tolling agreement with the SEC in which he 

agreed to toll for ninety days any statute of limitations applicable to the conduct and claims 

alleged herein. This first tolling agreement covers the period beginning on April 28, 2023, 

through July 26, 2023. Jonathan Ni then entered into a second tolling agreement covering the 

period beginning on August 19, 2023, through November 17, 2023. Jonathan Ni entered into a 

third tolling agreement covering the period beginning on November 17, 2023, through December 

17, 2023. Jonathan Ni entered into a fourth tolling agreement covering the period beginning on 

December 17, 2023, through January 16, 2024. Jonathan Ni entered into a fifth tolling agreement 

covering the period beginning on January 16, 2024, through February 29, 2024. Jonathan Ni 

entered into a sixth tolling agreement covering the period beginning on February 29, 2024, 

through April 8, 2024. Jonathan Ni entered into a seventh tolling agreement covering the period 

beginning on April 8, 2024, through May 10, 2024. Jonathan Ni entered into an eighth tolling 

agreement covering the period beginning on May 10, 2024, through June 7, 2024. 

FIRST CLAIM FOR RELIEF 
(Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder) 

(Zhou Min Ni and Jonathan Ni) 

111. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully 

set forth herein. 

112. By engaging in the conduct described above, Zhou Min Ni, Jonathan Ni, and HF 

Foods, in connection with the purchase or sale of a security, by the use of means or 

instrumentalities of interstate commerce, of the mails, or of the facilities of a national securities 

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exchange, directly or indirectly: (a) used or employed devices, schemes, or artifices to defraud; 

(b) made an untrue statement of a material fact or omitted to state a material fact necessary in 

order to make the statements made, in light of the circumstances under which they were made, 

not misleading; and (c) engaged in acts, practices, or courses of business which operated or 

would operate as a fraud or deceit upon other persons. 

113. While engaging in the conduct described above, Zhou Min Ni, Jonathan Ni, and 

HF Foods acted knowingly or recklessly. 

114. By engaging in the conduct described above, Zhou Min Ni and Jonathan Ni 

violated, and unless restrained and enjoined will again violate, Section 10(b) of the Exchange 

Act [15 U.S.C. §78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

SECOND CLAIM FOR RELIEF 
(Violations of Section 17(a)(1) and 17(a)(3) of the Securities Act) 

(Zhou Min Ni and Jonathan Ni) 

115. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully 

set forth herein. 

116. By engaging in the conduct described above, Zhou Min Ni and Jonathan Ni, in the 

offer or sale of securities, by the use of the means or instruments of transportation or 

communication in interstate commerce or by use of the mails, directly or indirectly: (i) 

knowingly or recklessly employed devices, schemes, or artifices to defraud; and/or (ii) 

knowingly, recklessly, or negligently engaged in transactions, practices, or courses of business 

which operated or would operate as a fraud or deceit upon the purchaser. 

117. By engaging in the conduct described above, Zhou Min Ni and Jonathan Ni 

violated, and unless restrained and enjoined will again violate, Sections 17(a)(1) and (3) of the 

Securities Act [15 U.S.C. §§ 77q(a)(1), (3)]. 

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THIRD CLAIM FOR RELIEF 
(Violations of Section 17(a)(2) of the Securities Act) 

(Zhou Min Ni) 

118. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully 

set forth herein. 

119. As part of the August 2018 de-SPAC transaction, Zhou Min Ni obtained 

6,689,896 shares of HF Foods stock. On September 30, 2019, Zhou Min Ni received loan rights 

from HF Foods valued at $12,038,030 in exchange for 1,203,803 of his shares. At the time, the 

value of the shares Zhou Min Ni turned over was inflated as a result of his misrepresentations. 

120. By reason of the conduct described above, Zhou Min Ni, in the offer or sale of a 

security, by use of the means or instruments of transportation or communication in interstate 

commerce or by use of the mails, directly or indirectly obtained money or property by means of 

any untrue statement of a material fact or any omission to state a material fact necessary in order 

to make the statements made, in light of the circumstances under which they were made, not 

misleading. 

121. By engaging in the conduct described above, Zhou Min Ni violated, and unless 

restrained and enjoined will again violate, Section 17(a)(2) of the Securities Act [15 U.S.C. §§ 

77q(a)(2)]. 

FOURTH CLAIM FOR RELIEF 
(Violations of Exchange Act Rule 13b2-2) 

(Zhou Min Ni and Jonathan Ni) 

122. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully 

set forth herein. 

123. By reason of the conduct described above, Zhou Min Ni and Jonathan Ni, while 

acting as officers of HF Foods, (i) made or caused to be made material false or misleading 

statements to an accountant; or (ii) omitted to state, or caused another person to omit to state, 

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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) any 

audit, review or examination of the financial statements of the issuer required by the Exchange 

Act or rules thereunder; or (2) the preparation or filing of any document or report required to be 

filed with the SEC pursuant to Section 13(b)(2) of the Exchange Act [15 U.S.C. § 78m(b)(2)], or 

otherwise. 

124. By engaging in the conduct described above, Zhou Min Ni and Jonathan Ni 

violated, and unless restrained and enjoined, will continue to violate Rule 13b2-2 of the 

Exchange Act [17 C.F.R. § 240.13b2-2]. 

FIFTH CLAIM FOR RELIEF 
(Violations of Exchange Act Rule 13a-14) 

(Zhou Min Ni and Jonathan Ni) 

125. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully 

set forth herein. 

126. Zhou Min Ni, as the Chief Executive Officer of HF Foods, and Jonathan Ni, as 

the Chief Financial Officer of HF Foods, falsely certified (1) that there were no untrue statements 

or omissions of material facts necessary to make the statements not misleading in light of the 

circumstances in which they were made in HF Foods’s periodic reports filed with the 

Commission; (2) that those reports fairly presented in all material respects the financial condition 

and results of the operations of HF Foods; (3) that they were responsible for establishing and 

maintaining disclosure controls and internal control for financial reporting (“ICFR”), and that 

they had done so; and (4) that they had disclosed to HF Foods’s auditors and the Board of 

Directors deficiencies and material weaknesses and any fraud involving those with an ICFR role. 

127. When they signed these certifications, Zhou Min Ni and Jonathan Ni acted 

knowingly or negligently. 

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128. By engaging in the conduct described above, Zhou Min Ni and Jonathan Ni 

violated, and unless restrained and enjoined, will again violate, Rule 13a-14 of the Exchange Act 

[17 C.F.R. § 240.13a-14]. 

SIXTH CLAIM FOR RELIEF 
(Violations of Exchange Act Rule 13a-15(b)) 

(Zhou Min Ni and Jonathan Ni) 

129. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully 

set forth herein. 

130. Zhou Min Ni and Jonathan Ni, while acting as Chief Executive Officer and Chief 

Financial Officer for HF Foods, respectively, were required to evaluate the effectiveness of HF 

Foods’s disclosure controls and procedures at the end of each fiscal quarter. 

131. Zhou Min Ni and Jonathan Ni failed to evaluate HF Foods’s disclosure controls 

and procedures, as they were required to do. Zhou Min Ni and Jonathan Ni thereby violated, and 

unless restrained and enjoined, will again violate, Rule 13a-15(b) of the Exchange Act [17 

C.F.R. § 240.13a-15(b)]. 

SEVENTH CLAIM FOR RELIEF 
(Violations of Exchange Act Rule 13a-15(c)) 

(Zhou Min Ni and Jonathan Ni) 

132. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully 

set forth herein. 

133. Zhou Min Ni and Jonathan Ni, while acting as Chief Executive Officer and Chief 

Financial Officer for HF Foods, respectively, were required to evaluate the effectiveness of HF 

Foods’s internal controls over financial reporting as of the end of each fiscal year. 

134. Zhou Min Ni and Jonathan Ni failed to evaluate HF Foods’s internal controls over 

financial reporting, as they were required to do. Zhou Min Ni and Jonathan Ni thereby violated, 

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and unless restrained and enjoined, will again violate, Rule 13a-15(c) of the Exchange Act [17 

C.F.R. § 240.13a-15(c)]. 

EIGHTH CLAIM FOR RELIEF 
(Aiding and Abetting HF Foods’s Violations of Exchange Act Section 13(a), 

and Rules 12b-20, 13a-1, 13a-11, and 13a-13 Thereunder) 
(Zhou Min Ni) 

135. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully 

set forth herein. 

136. HF Foods violated 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, 240.13a-1, 

240.13a-11, and 240.13a-13] by reason of Zhou Min Ni’s and Jonathan Ni’s conduct described 

above and by making false statements and misleading omissions of material fact in its filings 

with the Commission. 

137. Zhou Min Ni knowingly or recklessly provided substantial assistance that aided 

and abetted HF Foods’s violations. 

138. Accordingly, pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], 

Zhou Min Ni is liable for those violations. 

NINTH CLAIM FOR RELIEF 
(Aiding and Abetting HF Foods’s Violations of Exchange Act Section 13(a), 

and Rules 12b-20, 13a-1, and 13a-13 Thereunder) 
(Jonathan Ni) 

139. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully 

set forth herein. 

140. HF Foods violated Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and 

Rules 12b-20, 13a-1, and 13a-13 thereunder [17 C.F.R. §§ 240.12b-20, 240.13a-1, and 240.13a-

13] by reason of Zhou Min Ni’s and Jonathan Ni’s conduct described above and by making false 

statements and misleading omissions of material fact in its filings with the Commission. 

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141. Jonathan Ni knowingly or recklessly provided substantial assistance that aided 

and abetted HF Foods’s violations. 

142. Accordingly, pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], 

Jonathan Ni is liable for those violations. 

TENTH CLAIM FOR RELIEF 
(Aiding and Abetting HF Foods’s Violations of 

Exchange Act Sections 13(b)(2)(A) and 13(b)(2)(B)) 
(Zhou Min Ni and Jonathan Ni) 

143. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully 

set forth herein. 

144. HF Foods failed to make and keep books, records, and accounts, which, in 

reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of 

the issuer. Further, HF Foods failed to devise and maintain a system of internal accounting 

controls sufficient to provide reasonable assurances that transactions were recorded as necessary 

to permit preparation of financial statements in conformity with generally accepted accounting 

principles or any other criteria applicable to such statements, and to maintain accountability for 

assets. Finally, HF Foods failed to compare the recorded accountability for assets with the 

existing assets at reasonable intervals and failed to take appropriate action with respect to any 

differences. 

145. HF violated Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act [15 U.S.C. 

§ 78m(b)(2)(A) and (b)(2)(B)]. 

146. Zhou Min Ni and Jonathan Ni knowingly or recklessly provided substantial 

assistance that aided and abetted HF Foods’s violation of Sections 13(b)(2)(A), and 13(b)(2)(B) 

of the Exchange Act. 

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147. Accordingly, pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], 

Zhou Min Ni and Jonathan Ni are liable for those violations. 

ELEVENTH CLAIM FOR RELIEF 
(Violations of Exchange Act Sections 14(a) and Rule 14a-9 Thereunder) 

(Zhou Min Ni)  

148. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully 

set forth herein. 

149. HF Foods filed proxy statements in 2019 and 2020 that contained material 

misstatements regarding the executive compensation of Zhou Min Ni, and falsely asserted that 

the Board of Directors had analyzed the prices paid to HF Foods’s related parties, including 

Revolution Industry and UGO. In doing so, HF Foods directly or indirectly violated 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]. 

150. As Chairman of HF Foods’s Board of Directors, and a nominee for whose 

election as director the proxies were solicited, Zhou Min Ni solicited the 2019 and 2020 proxies. 

Zhou Min Ni thereby violated, and unless restrained and enjoined, will again violate, Section 

14(a) of the Exchange Act and Rule 14a-9 thereunder. 

TWELFTH CLAIM FOR RELIEF 
(Aiding and Abetting Atlantic Acquisition Corp.’s Violation of 

Exchange Act Sections 14(a) and Rule 14a-9 Thereunder) 
(Zhou Min Ni and Jonathan Ni) 

151. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully 

set forth herein. 

152. Atlantic Acquisition Corp., by making the proxy filings set forth above, directly 

or indirectly violated 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]. Zhou Min Ni and Jonathan Ni knowingly or recklessly 

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44 
 

provided substantial assistance that aided and abetted Atlantic Acquisition Corp.’s violation of 

Section 14(a) of the Exchange Act and Rule 14a-9 thereunder. 

153. Accordingly, pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], 

Zhou Min Ni and Jonathan Ni are liable for those violations. 

THIRTEENTH CLAIM FOR RELIEF 
(Aiding and Abetting HF Foods’s Violations of Exchange Act Rule 13a-15(a)) 

(Zhou Min Ni) 

154. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully 

set forth herein. 

155. HF Foods had a class of securities registered pursuant to section 12 of the 

Exchange Act. HF Foods nonetheless failed to maintain appropriate disclosure controls and 

procedures, as defined in Exchange Act Rule 13a-15(e) [17 C.F.R. § 240.13a-15(e)]. HF Foods 

also was required to file an annual report pursuant to 15 U.S.C. §§ 78m(a) or 78o(d) but 

nonetheless failed to maintain internal control over financial reporting, as defined in Exchange 

Act Rule 13a-15(f) [17 C.F.R. § 240.13a-15(f)]. 

156. By engaging in the conduct described above, HF Foods violated Rule 13a-15(a) 

of the Exchange Act. [17 C.F.R. § 240.13a-15(a)] 

157. Zhou Min Ni knowingly or recklessly provided substantial assistance that aided 

and abetted HF Foods’s violation of Rule 13a-15(a) of the Exchange Act. 

158. Accordingly, pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], 

Zhou Min Ni is liable for those violations. 

FOURTEENTH CLAIM FOR RELIEF 
(Violations of Sarbanes-Oxley Act Section 304) 

(Zhou Min Ni) 

159. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully 

set forth herein. 

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160. Section 304 of the Sarbanes-Oxley Act [15 U.S.C. § 7243] requires the CEO of an 

issuer to reimburse that issuer, if it is required to prepare an accounting restatement due to the 

material noncompliance of the issuer with any financial reporting requirement under the 

securities laws as a result of misconduct, for (a) any bonus or other incentive-based or equity- 

based compensation received by the CEO from the issuer during the 12-month period following 

each false filing, and (b) any profits realized from the CEO’s sale of securities of the issuer 

during each such 12-month period. 

161. Zhou Min Ni has not reimbursed HF Foods for any portion of the bonuses, 

incentive-based compensation, equity-based compensation, or profits from his sales of HF Foods 

securities that he received during the 12-month periods following each filing of the financial 

statements restated by HF Foods. Specifically, Zhou Min Ni received loan rights from HF Foods 

on September 30, 2019, valued at $12,038,030, in exchange for 1,203,803 shares of HF Foods 

stock. Zhou Min Ni thereby obtained profits from the sale of HF Foods securities, whose value at 

the time was inflated as a result of his material misstatements and omissions. 

162. By reason of the foregoing, Zhou Min Ni violated Sarbanes-Oxley Act Section 

304. 

PRAYER FOR RELIEF 

WHEREFORE, the Securities and Exchange Commission respectfully requests that this 

Court enter a Final Judgment: 
I. 

Finding that Defendants Zhou Min Ni and Jonathan Ni violated the federal securities laws 

alleged in the Complaint. 

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II. 

Permanently enjoining Defendants Zhou Min Ni and Jonathan Ni and all persons in active 

concert or participation with them, from violating the federal securities laws alleged in this 

Complaint. 
III. 

Enjoining Defendant Zhou Min Ni, pursuant to Section 20(b) of the Securities Act [15 U.S.C. 

§77t(b)] and Section 21(d)(1) and 21(d)(5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1), (d)(5)], 

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 Zhou 

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

his own behalf. 

IV. 

Ordering Defendants Zhou Min Ni and Jonathan Ni to pay civil monetary penalties pursuant to 

Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange 

Act [15 U.S.C. § 78u(d)(3)]. 
V. 

Ordering Defendant Zhou Min Ni to disgorge any ill-gotten gains and to pay prejudgment 

interest thereon. See Sections 21(d)(3), 21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 

78u(d)(3), (d)(5) and (d)(7)]. 
VI. 

Ordering that Defendant Zhou Min Ni be barred from acting as officer or director of any public 

company 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)], and that Defendant Jonathan Ni be barred from 

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47 
 

acting as officer or director of any public company pursuant to Section 21(d)(2) of the Exchange 

Act [15 U.S.C. § 78u(d)(2)]. 
VII. 

Ordering Defendant Zhou Min Ni to reimburse HF Foods as required by Section 304 of the 

Sarbanes-Oxley Act [15 U.S.C. § 7243]. 
VIII. 

Granting such other and further equitable relief as the Court may deem just and proper. 

JURY TRIAL DEMAND 

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the SEC hereby demands 

trial by jury. 

 
Dated: Washington, D.C. 

June 3, 2024 
By: 
John B. Timmer (DC Bar No. 997309) 
Brian S. Kang (DC Bar No. 1618035) 
Attorneys for Plaintiff 
Securities and Exchange Commission 
100 F Street, N.E. 
Washington, D.C. 20549 
(202) 551-7687 (Timmer) 
Email: [email protected] 
(202) 551-7690 (Kang) 
Email: [email protected] 

 

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	SUMMARY
	1. This case is about a years-long course of fraudulent conduct by Zhou Min Ni and Jonathan Ni, the former Chief Executive Officer (CEO) and Chief Financial Officer (CFO), respectively, of HF Foods Group Inc. (“HF Foods”) that violated the scienter-ba...
	2. For many years, HF Group was a private company, co-owned by Zhou Min Ni and his spouse. During this time, Zhou Min Ni and his family made use of private company funds for personal reasons, including purchasing and maintaining a fleet of luxury and ...
	3. In late 2017 and early 2018, as HF Group prepared to go public, Zhou Min Ni and Jonathan Ni were aware of and participated in a scheme to cause HF Foods to engage in certain related party transactions for the benefit of Zhou Min Ni and his family a...
	4. First, Zhou Min Ni and Jonathan Ni concealed Zhou Min Ni’s use of company money on his family’s fleet of luxury and exotic cars. Specifically, in 2017, at Zhou Min Ni’s direction, Jonathan Ni helped set up three new private corporate entities: Revo...
	5. Second, Zhou Min Ni and Jonathan Ni concealed an internal loan and investment program (the “Staff Loan Program”), representing millions of dollars in liabilities, by falsely recording transactions involving the program under a line of credit promis...
	6. Third, in 2018 and 2019, Zhou Min Ni, with the knowing assistance of Jonathan Ni from 2018 until April 2019, paid himself hundreds of thousands of dollars through a series of transactions involving another related party, UGO USA, Inc. (“UGO”). UGO,...
	7. Defendants also misrepresented the financial condition of HF Group and then HF Foods to auditors and investors. Prior to the de-SPAC transaction, Zhou Min Ni and Jonathan Ni knowingly, recklessly, or negligently signed representation letters to aud...
	8. After HF Foods became a public company in 2018, Zhou Min Ni and Jonathan Ni signed public filings in October 2018 and April 2019 that they knew or were reckless in not knowing misrepresented and omitted material information about company funds that...
	9. In 2023, HF Foods announced a restatement of financial statements for fiscal years 2019 and 2020. The company further announced that it had determined, based on factual findings made by a Special Investigation Committee of HF Foods’s Board of Direc...

	NATURE OF PROCEEDINGS AND RELIEF SOUGHT
	10. The Commission brings this action pursuant to the authority conferred upon it by Section 20(b) of the Securities Act [15 U.S.C. §§ 77t(b)] and Section 21(d)(1) of the Exchange Act [15 U.S.C. § 78u(d)(1)].
	11. The Commission seeks permanent injunctions against Zhou Min Ni and Jonathan Ni enjoining them from engaging in the transactions, acts, practices, and courses of business alleged in this Complaint; a conduct-based injunction against Zhou Min Ni, pu...

	JURISDICTION AND VENUE
	12. This Court has jurisdiction over this action pursuant to Sections 20 and 22 of the Securities Act [15 U.S.C. §§ 77t and 77v] and Sections 21(d), 21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].
	13. Venue is proper in this Court pursuant to Sections 22(a) and (c) of the Securities Act and Section 27 of the Exchange Act. Certain of the acts, practices, transactions and courses of business alleged in this Complaint occurred within the District ...

	RELEVANT PARTIES
	14. Zhou Min Ni, age 55, resides in Greensboro, North Carolina. From 1997, when he co-founded HF Group, the predecessor to HF Foods, with his spouse, until his resignation on February 23, 2021, Zhou Min Ni served as Chairman of HF Foods; he served as ...
	15. Jian Ming “Jonathan” Ni, age 51, resides in Greensboro, North Carolina. Jonathan Ni was a consultant to HF Group from 2003 to approximately 2015. He has been a certified public accountant (“CPA”) licensed to practice in the State of North Carolina...
	16. HF Foods Group Inc. (“HF Foods”) (NASDAQ: HFFG), a Delaware corporation currently headquartered in Las Vegas, Nevada, is a food service distributor to Asian restaurants in the United States. In August 2018, HF Foods became a public company through...
	17. Atlantic Acquisition Corp. (“Atlantic Acquisition”) (NASDAQ: ATACU), a Delaware corporation, was a blank check company that was formed as a SPAC in June 2017. A SPAC has no underlying business operations. A SPAC raises capital through an initial p...

	FACTS
	18. Zhou Min Ni and his wife founded HF Group in 1997 in Kernersville, North Carolina. HF Group specialized in providing wholesale food to Asian-food restaurants.
	19. From the inception of HF Group, Zhou Min Ni served as the Chief Executive Officer (“CEO”), directing the growth of the business. HF Group, under Zhou Min Ni’s leadership, formed or acquired other businesses, in addition to growing internally. Over...
	20. During the Relevant Period, Zhou Min Ni served as CEO of HF Foods from August 2018 to November 2019, and then as Co-CEO from November 2019 to February 2021. He served as Chairman of HF Foods from August 2018 to February 2021. He was an experienced...
	21. Jonathan Ni began working with HF Group in 2003 as a consultant, providing general business analysis for Zhou Min Ni and his family. As time passed, Jonathan Ni took on greater responsibilities. In 2014, Jonathan Ni became a CPA in North Carolina....
	22. As CFO and a CPA, Jonathan Ni managed the company’s finances, including leading the team that prepared the company’s general ledgers. The team consisted of a comptroller, who worked for HF Group and HF Foods on a contract basis, and two or three g...
	23. Prior to August 2018, HF Group was a private company co-owned by Zhou Min Ni and his spouse. In August 2018, HF Group transformed from a private company into HF Foods, a publicly-listed company, via a de-SPAC transaction with Atlantic Acquisition,...
	24. In 2017, HF Group, under the leadership of Zhou Min Ni, began communicating with Atlantic Acquisition, the SPAC that would ultimately merge with HF Group. Atlantic Acquisition recommended that HF Group retain the services of an external consultant...
	25. As HF Group transitioned from a private to a public company, Zhou Min Ni and Jonathan Ni knew it needed to change or eliminate certain financial practices to effectuate a merger and comport with public expectations. First, Zhou Min Ni and his fami...
	26. During the Relevant Period, Zhou Min Ni, with the knowing assistance of Jonathan Ni between 2018 until April 2019, worked to conceal these problems and signed public disclosures that misled investors about them.
	A. The “Revolution” Scheme: Using HF Foods Cash to Pay for Luxury Cars
	27. Before HF Group became a public company, Zhou Min Ni used its business proceeds to purchase and lease cars for his and his family’s personal use. These included luxury cars (a BMW, an Audi, and a Porsche) kept for daily use by Zhou Min Ni and his ...
	28. Zhou Min Ni and Jonathan Ni knew that there was no business reason for HF Group’s trucking subsidiary to hold title to exotic cars. Thus, as the company prepared to become a public company, Zhou Min Ni directed Jonathan Ni to orchestrate a scheme ...
	29. Beginning in mid-2017, Jonathan Ni directed HF Group’s outside counsel to set up three private entities: Revolution Industry, Revolution Automotive, and Revolution Property:
	a. Revolution Industry: The stated purpose of this entity, which was formally founded in February 2018, was to spin off HF Group’s profitable egg roll mix business into a separate company that was initially co-owned by Zhou Min Ni and his then-teenage...
	b. Revolution Automotive: The stated purpose of this entity was to take over the luxury vehicles owned by HF Group’s trucking subsidiary and to maintain and expand the fleet. When this entity was first established in July 2017, it was jointly owned by...
	c. Revolution Property: The stated purpose of this entity was to acquire land and build a warehouse for the luxury vehicles owned by Revolution Automotive. This business plan was never realized, and Revolution Property remained a paper entity.

	30. HF Group and later HF Foods, with Zhou Min Ni and Jonathan Ni’s knowledge and approval, made improper payments of approximately $2.4 million to Revolution Industry and Revolution Automotive between August 2018 and December 2020. From August 2018 u...
	31. Although certain transactions between HF Foods and Revolution Industry may have been legitimate, part of the money sent by HF Foods to Revolution Industry (which was then forwarded to Revolution Automotive) appears to have been provided for the so...
	32. Zhou Min Ni, as the joint owner of the Revolution entities, was aware that money was flowing from HF Foods, through Revolution Industry, into Revolution Automotive. Zhou Min Ni also was aware that Revolution Automotive was using the money transfer...
	33. Jonathan Ni, as a CPA and the CFO of HF Foods, knew that a public company should not have a fleet of luxury and exotic vehicles on the books of a subsidiary. And he also knew, as a close business associate of Zhou Min Ni and a personal confidante ...
	34. Jonathan Ni signed HF Foods’s public filings that contained material misstatements about HF Foods’s payments to Revolution Industry. See infra  61–78. CFO knew or was reckless in not knowing that the public filings were materially false and misl...
	35. Ultimately, after Jonathan Ni left the company, HF Foods determined that payments to Revolution Industry were improper. In its Form 10-K for 2021, which was filed in 2023, HF Foods admitted: “[c]ertain advances to Revolution Industry, LLC (“Revolu...
	36. As CEO and CFO of HF Foods, Zhou Min Ni and Jonathan Ni signed HF Foods’s public filings that contained material misstatements about HF Foods’s payments to Revolution Industry. See infra  61–87. Defendants knew or were reckless in not knowing th...

	B. The Staff Loan Scheme: Hiding Millions of Liabilities
	37. For years before it went public, HF Group ran a loan program for its employees, business associates, and their relatives. The Staff Loan Program, which was started by Zhou Min Ni and had at least sixty-two participants, promised guaranteed rates o...
	38. Before HF Group became a public company, its consultants and auditors advised its senior management, including Zhou Min Ni and Jonathan Ni, that the Staff Loan Program balance should be removed from HF Group’s books.
	39. With Zhou Min Ni’s knowledge and approval, Jonathan Ni helped remove the Staff Loan Program balance from HF Group’s accounting records, even while HF Group continued to repay the loans off the books. In anticipation of going public, the Staff Loan...
	40. In January 2018, Zhou Min Ni reached out to this business partner and asked her to take responsibility for interest payments on a personal obligation he had to HF Group (but not the obligation itself). According to the business partner, Zhou Min N...
	41. The Staff Loan Program continued even after the liability was removed from the books and after HF Foods became a public company. HF Foods continued to pay out interest and return principal in cash to program participants via HF Foods’s cash-on-han...
	42. To account for these ongoing payments, supposedly made by HF Foods on behalf of Feilong, HF Foods issued a series of notes receivable (lines of credit and promissory notes) purportedly with Feilong and purportedly signed by Zhou Min Ni’s business ...
	43. Jonathan Ni was responsible for drafting at least part of the first note receivable that was exchanged with Feilong in September 2017, which supposedly provided Feilong with a $1.5 million line of credit. Jonathan Ni also reviewed two additional n...
	44. To get approval for this supposed business loan to Feilong, Zhou Min Ni and Jonathan Ni knowingly or recklessly misrepresented the nature of the relationship between HF Foods and Feilong to HF Foods’s Board of Directors, falsely telling the Board ...
	45. Zhou Min Ni and Jonathan Ni knew or were reckless in not knowing that Feilong did not actually supply HF Group or HF Foods with anything, that the supposed transactions between HF Foods and Feilong only existed on paper, and that HF Foods’s line o...
	46. Nonetheless, Zhou Min Ni and Jonathan Ni knowingly or recklessly misrepresented the true nature of the relationship with Feilong to HF Foods’s auditors and its Board of Directors. Zhou Min Ni and Jonathan Ni knew, or were reckless in not knowing, ...
	47. In March 2019, Zhou Min Ni issued a personal guarantee for the Feilong note receivable, which then had an outstanding balance of $3.6 million. In September 2019, Zhou Min Ni purchased the Feilong note receivable using his HF Foods stock.

	C. The UGO Scheme: Overpaying Zhou Min Ni for “Professional Fees”
	48. UGO was incorporated in North Carolina in May 2017 as an entity that was 30% owned by Zhou Min Ni and 70% by his niece. Its principal offices were at HF Group’s headquarters. UGO appears to have had only four employees, one of whom was Zhou Min Ni...
	49. Beginning in January 2018, HF Group began paying UGO $50,000 per month for “professional services.” HF Group paid UGO purportedly in exchange for creating an online shopping portal for HF Group and a mobile application through which HF Group’s cus...
	50. Zhou Min Ni provided directions to his niece regarding how to run UGO. Zhou Min Ni also was responsible for choosing the China-based subcontractor, which he wholly owned, to create and maintain UGO’s website. Zhou Min Ni negotiated the agreement b...
	51. Jonathan Ni took actions furthering the scheme to take money out of HF Group and later HF Foods for Zhou Min Ni’s benefit. In an email dated March 29, 2018, HF Group’s Controller told HF Group’s Treasurer that Jonathan Ni would speak to her about ...
	52. Ultimately, in its 2023 Restatement, HF Foods concluded that the amounts paid to UGO that were eventually forwarded to Zhou Min Ni should have been recorded as compensation for Zhou Min Ni. HF Foods also later concluded that the services provided ...
	53. Zhou Min Ni and Jonathan Ni knew, or were reckless in not knowing, that HF Foods’s payments to UGO constituted compensation to Zhou Min Ni. Zhou Min Ni and Jonathan Ni also knew that HF Foods was paying UGO $50,000 per month and that Zhou Min Ni w...

	D. As CFO Prior to the De-SPAC Merger, Jonathan Ni Prepared Financial Statements That Misled the Public
	54. As part of the SPAC process, Atlantic Acquisition (the company that ultimately merged with HF Group) publicly filed proxy statements with the SEC in support of the de-SPAC transaction. The proxy statements included HF Group’s misleading financials...
	55. Specifically, Atlantic filed proxy statements on April 6, May 24, June 15, July 5, and July 18, 2018. All of these proxy statements contained substantially similar false and misleading statements. Among other issues, all of the proxy statements fa...
	56. Additionally, the Atlantic proxy statements from May, June, and July note that HF Foods provided an advance of $334,341 to Revolution Industry in the normal course of business, when in fact the funds were eventually diverted to Revolution Automoti...
	57. These misstatements were material. Reasonable investors would have wanted to know that the company’s financials were not prepared in accordance with GAAP and that the company was providing advances to a related party that were being used to pay fo...
	58. Zhou Min Ni, as HF Group’s CEO, knew that the line of credit and promissory notes with Feilong existed to create the false impression that the liability for the Staff Loan Program had been removed legitimately from HF Group’s books. Zhou Min Ni no...
	59. Jonathan Ni was HF Group’s CFO and was intimately familiar with the Revolution entities, the UGO scheme, and the Staff Loan Program, as well as HF Group’s financials. Prior to the de-SPAC transaction, Jonathan Ni reviewed and prepared financial in...
	60. Zhou Min Ni and Jonathan Ni intentionally, recklessly, or negligently reviewed and prepared financial information for HF Group that they knew to be inaccurate, and that they helped cause to be inaccurate. They were responsible for providing these ...

	E. As CEO and CFO of HF Foods, Zhou Min Ni and Jonathan Ni Signed False and Misleading Public Filings and Made Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act
	61. As HF Foods’s CEO, Zhou Min Ni was aware of the schemes involving the Revolution entities, UGO, and the Staff Loan program as well as the fact that HF Foods made materially false and misleading statements about the various schemes. At the very lea...
	62. As CFO of a public company and a CPA, Jonathan Ni led the internal team that prepared the company’s financial statements. He answered questions from the audit and consulting teams, who prepared and submitted initial drafts for his review. Jonathan...
	63. HF Foods’s CEO and CFO were required, pursuant to Section 302 of the Sarbanes-Oxley Act [15 U.S.C. § 7241] (“SOX”), to sign certain certifications when filing periodic reports with the Securities and Exchange Commission. Thus, when Zhou Min Ni sig...
	1. Zhou Min Ni and Jonathan Ni Signed HF Foods’s Form 10-Q For Q3 2018, Which Materially Misled Investors
	64. After the de-SPAC transaction, HF Foods filed a Form 10-Q for the third financial quarter of 2018 on November 14, 2018. Zhou Min Ni and Jonathan Ni signed this Form 10-Q, which they knew, or were reckless in not knowing, contained multiple materia...
	65. Specifically, HF Foods’s Form 10-Q stated that it had made $362,077 in cash advances to Revolution Industry, which it described as “made in the normal course of business.” This was false—as HF Foods itself acknowledged in its 2021 Form 10-K, these...
	66. HF Foods’s Form 10-Q also falsely stated that it had “entered into a line of credit promissory note agreement with Feilong Trading, Inc., which is a supplier to the Company.” Zhou Min Ni and Jonathan Ni knew or were reckless in not knowing that Fe...
	67. Zhou Min Ni and Jonathan Ni also signed the certifications that were attached to HF Foods’s third quarter 2018 Form 10-Q as Exhibits 31.1 and 31.2, respectively. Accordingly, Zhou Min Ni and Jonathan Ni knowingly or recklessly, certified the follo...
	a. The 10-Q contained no false statements of material fact or omissions of material facts necessary to make the statements made not misleading;
	b. The 10-Q “fairly present[ed] in all material respects” the “financial condition, results of operations and cash flows” of HF Foods;
	c. HF Foods had established and maintained disclosure controls and procedures and internal control over financial reporting;
	d. They had disclosed “[a]ll significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting” and “[a]ny fraud, whether or not material, that involves management.”

	68. For all the reasons stated above, these representations that HF Foods’s Form 10-Q contained no false statements of material fact and fairly presented the financial condition of HF Foods were false and/or misleading. According to Jonathan Ni, only ...
	69. Zhou Min Ni and Jonathan Ni also signed a second certification pursuant to Section 906 of the Sarbanes-Oxley Act [18 U.S.C. § 1350] that was attached to HF Foods’s 2018 3Q Form 10-Q as Exhibit 32. In this document, Zhou Min Ni and Jonathan Ni, int...
	70. These misstatements were material. Reasonable investors would have wanted to know that HF Foods was paying its CEO (via Revolution Industry) hundreds of thousands of dollars under the table, and that it was concealing millions of dollars of ongoin...

	2. Zhou Min Ni and Jonathan Ni Signed HF Foods’s Form 10-K For FY 2018, Which Materially Misled Investors
	71. On April 1, 2019, HF Foods filed with the SEC its Form 10-K for the 2018 fiscal year. Zhou Min Ni and Jonathan Ni signed this document, which they knew, or were reckless in not knowing, contained multiple materially false and misleading statements.
	72. Specifically, HF Foods’s 2018 Form 10-K stated that HF Foods had “entered into a line of credit promissory note agreement with Feilong Trading, Inc., which is a supplier to the Company.” For the reasons described above, Zhou Min Ni and Jonathan Ni...
	73. HF Foods’s Form 10-K also included additional misstatements in its consolidated balance sheet. Specifically, it materially understated HF Foods’s distribution, selling and administrative expenses (the line item that included executive compensation...
	74. Zhou Min Ni and Jonathan Ni also signed the certifications that were attached to the Form 10-K as Exhibit 31.1 and 31.2, respectively. Accordingly, Zhou Min Ni and Jonathan Ni knowingly or recklessly, falsely certified the following false and misl...
	a. The 10-K contained no false statements of material fact or omissions of material facts necessary to make the statements made not misleading;
	b. The 10-K “fairly present[ed] in all material respects” the “financial condition, results of operations and cash flows” of HF Foods;
	c. They had designed, or caused to be designed, internal control over financial reporting, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance...
	d. They had disclosed “[a]ll significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting” and “[a]ny fraud, whether or not material, that involves management.”

	75. For all the reasons stated above, these representations that HF Foods’s 10-K contained no false statements of material fact and fairly presented the financial condition of HF Foods were false or misleading. Moreover, as with HF Foods’s 10-Q for th...
	76. Zhou Min Ni and Jonathan Ni also signed second SOX Certifications that were attached to HF Foods’s Form 10-K as Exhibit 32.1 and 32.2, respectively. In these documents, Zhou Min Ni and Jonathan Ni certified that the 10-K “fully compl[ied] with the...
	77. These were material misstatements. Reasonable investors would have wanted to know that HF Foods had created a fictitious relationship with a purported “supplier” that provided no actual goods or services in order to conceal the payments it was mak...
	78. Jonathan Ni officially retired from HF Foods on April 1, 2019, the same day that HF Foods publicly filed the 2018 Form 10-K (which he signed).

	3. Zhou Min Ni Signed Six Additional Forms 10-Q for HF Foods, Which Materially Misled Investors
	79. As CEO of HF Foods, Zhou Min Ni signed HF Foods’s Forms 10-Q for the first three quarters of 2019 and the first three quarters of 2020. Each of these public filings by HF Foods misstated the Staff Loan Program and the true nature of the Feilong no...
	80. The Forms 10-Q for the first and second quarter of 2019 also materially misstated HF Foods’s liabilities by omitting the money that HF Foods owed its employees. Zhou Min Ni knew or was reckless in not knowing that these statements were materially ...

	4. Zhou Min Ni Signed HF Foods’s Form 10-K For FY 2019, Which Materially Misled Investors
	81. On March 16, 2020, HF Foods filed with the SEC its Form 10-K for the 2019 fiscal year. Zhou Min Ni signed this document, which he knew, or was reckless in not knowing, contained multiple material false and misleading statements.
	82. Specifically, HF Foods’s Form 10-K stated that it had “entered into a line of credit promissory note agreement with Feilong Trading, Inc., which is a supplier to the Company.” For the reasons described above, Zhou Min Ni knew or was reckless in no...
	83. HF Foods’s Form 10-K also included additional misstatements in its consolidated balance sheet. Specifically, it materially understated HF Foods’s distribution, selling and administrative expenses (the line item that included executive compensation...
	84. Zhou Min Ni also signed the certifications that were attached to the Form 10-K as Exhibit 31.1. Zhou Min Ni therefore, knowingly or recklessly, falsely certified the following:
	a. The 10-K contained no false statements of material fact or omissions of material facts necessary to make the statements made not misleading;
	b. The 10-K “fairly present[ed] in all material respects” the “financial condition, results of operations and cash flows” of HF Foods;
	c. Along with HF Foods’s other certifying officer, he had designed, or caused to be designed, internal control over financial reporting, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial ...
	d. Along with HF Foods’s other certifying officer, he had disclosed “[a]ll significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting” and “[a]ny fraud, whether or not material, that involv...

	85. For all the reasons stated above, these representations that HF Foods’s Form 10-K contained no false statements of material fact and fairly presented the financial condition of HF Foods were false or misleading. Moreover, as with HF Foods’s Forms ...
	86. Zhou Min Ni also signed a second SOX Certification that was attached to the Form 10-K as Exhibit 32.1. In this documents, Zhou Min Ni certified that the 10-K “fully compl[ied] with the requirements of Section 13(a) or 15(d) of the Securities Excha...
	87. These misstatements were material. Reasonable investors would have wanted to know that HF Foods had created a fictitious relationship with a purported “supplier” that provided no actual goods or services in order to conceal the payments it was mak...


	F. Zhou Min Ni and Jonathan Ni Made False and Misleading Representations to HF Group’s and HF Foods’s Auditors
	88. Between March 2018 and April 2019, Jonathan Ni signed five management representation letters on behalf of HF Group and later HF Foods that were sent to the company’s auditor. Many attestations made in these letters were false and misleading.
	89. Between March 2018 and November 2020, Zhou Min Ni signed at least eight management representation letters on behalf of HF Group and later HF Foods that were sent to their auditor. Many attestations made in these letters were false and misleading.
	90. Specifically, the letters signed by Zhou Min Ni and Jonathan Ni made the following false and misleading statements about HF Foods and its financial reporting, using the same or substantially similar language:
	a. The financial statements referred to above are fairly presented in conformity with U.S. [GAAP], and include all disclosures necessary for such fair presentation and disclosures required to be included therein by the laws and regulations to which th...
	b. We have made available to you all — a) financial records and related data, including the names of all related parties and all relationships and transactions with related parties. . . .
	c. There are no material transactions that have not been properly recorded in the accounting records underlying the financial statements.
	d. We have no knowledge of any fraud or suspected fraud affecting the Company involving: a) Management, b) Employees who have significant roles in internal control of financial reporting, or c) Others where the fraud could have a material effect on th...
	e. The following have been properly accounted for and adequately disclosed in the financial statements: a) Related party relationships or transactions, including sales, purchases, loans, transfers, leasing arrangements, guarantees, and amounts receiva...

	91. Zhou Min Ni and Jonathan Ni knew or were reckless in not knowing that these statements were false and misleading because HF Foods’s financial statements did not comply with GAAP; because HF Foods had concealed numerous material facts from its audi...
	92. These misstatements were material. Reasonable investors would have wanted to know that HF Foods was not preparing its financial statements in accordance with GAAP; that it was failing to properly record and disclose the nature of material transact...
	93. The audited financial statements of HF Group and the auditor’s report relating to these false management letters were ultimately included in proxy statements filed by Atlantic Acquisition Corp. (the pre-merger SPAC) in the spring and summer of 201...
	94. The practice continued after HF Foods became a public company. The audited financial statements of HF Foods related to these false management letters signed by Zhou Min Ni and Jonathan Ni were also included in HF Foods’s 2018 third quarter Form 10...

	G. Zhou Min Ni and HF Foods Solicited Proxies in 2019 and 2020 With Definitive Proxy Statements That Materially Misled Investors
	95. On April 30, 2019, and April 29, 2020, HF Foods publicly filed definitive proxy statements, which it used to solicit proxies in connection with its 2019 and 2020 annual meetings.
	96. At the time of both definitive proxy statements, Zhou Min Ni was the CEO of HF Foods and Chairman of HF Foods’s Board of Directors. Zhou Min Ni was a nominee for whose election as director the proxies were solicited.
	97. The 2019 and 2020 definitive proxy statements contained numerous misstatements regarding HF Foods’s related party transactions, including a false assertion that the Board of Directors had “analyzed the prices paid to these Related Parties as well ...
	98. Additionally, the 2019 and 2020 definitive proxy statements materially understated Zhou Min Ni’s executive compensation amounts by omitting money he was receiving through his connection to Revolution Industry and UGO.
	99. These misstatements and omissions were material. HF Foods shareholders would have wanted to know that the Board of Directors was failing to evaluate related parties with whom HF Foods was doing business. Shareholders also would have wanted to know...

	H. The HF Foods Fraud Is Partially Revealed
	100. On March 23, 2020, a financial research company that describes itself as specializing in forensic financial research released a public report (“Report”) that alleged misappropriation of company funds and accounting irregularities at HF Foods. The...
	101. Specifically, the Report noted that Zhou Min Ni’s son publicly advertised his use of a fleet of luxury cars, which were publicly owned by a subsidiary of HF Foods, and noted the ongoing relationship between HF Foods and Revolution Industry. The R...
	102. In the aftermath of the Report, HF Foods stock dropped from $12.32 per share on March 22, 2020, to close at $9.80 per share on March 23—a one-day drop of 20.5% on heavy trading volume.

	I. Zhou Min Ni Signs a False and Misleading Filing by HF Foods Responding to the Report
	103. On March 25, 2020, Zhou Min Ni, as Co-CEO of HF Foods, signed an interim report on a Form 8-K that denied the “derogatory assertions” made in the Report and represented that “[HF Foods’s] published financial statements and other public disclosure...
	104. HF Foods appointed a Special Investigation Committee of Independent Directors (“SIC”) in response to the allegations in the Report. In February 2021, Zhou Min Ni resigned from his positions at HF Foods.

	J. HF Foods Restates Its Earnings and Acknowledges Material Misstatements
	105. On January 20, 2023, HF Foods filed a Form 8-K publicly disclosing that its financial statements for the quarters and full years 2019, 2020 and 2021 should not be relied upon due to errors related to, among other things, related party transactions.
	106. On January 31, 2023, HF Foods filed a Form 10-K for the year 2021. In this document, HF Foods restated its financial statements from 2019 and 2020 and certain 2018 financial information and provided a public update as to the investigation that ha...
	a. Members of Zhou Min Ni’s family received undisclosed compensation from transactions with related parties that had been excluded from previously filed proxy statements;
	b. Certain advances made by HF Foods to Revolution Industry, in particular, payments for luxury cars, “did not occur in the normal course of business” and “should be accounted as compensation expense” because Revolution Industry and Revolution Automot...
	c. Feilong was not a supplier to the company; there was no evidence that funds were ever provided to Feilong; the notes receivable were not provided in the ordinary course of business; and the notes receivable appeared to have benefited Zhou Min Ni.
	d. The “marketing services” provided by UGO were not “commensurate to the amounts paid” to UGO from 2018–2021.

	107. When asked by SEC counsel during investigative testimony about the fraudulent schemes, misleading statements, and material omissions described supra,  1–104, relating to Revolution Industry, Feilong, and UGO, Zhou Min Ni asserted his Fifth Amen...
	108. On September 30, 2019, Zhou Min Ni received loan rights, valued at $12,038,030, in exchange for 1,203,803 shares of HF Foods stock that Zhou Min Ni had received at the time of de-SPAC transaction in August 2018. The prices of those shares was inf...

	K. This Action Is Timely Filed
	109. Zhou Min Ni entered into an initial tolling agreement with the SEC in which he agreed to toll for ninety days any statute of limitations applicable to the conduct and claims alleged herein. This first tolling agreement covers the period beginning...
	110. Jonathan Ni entered into an initial tolling agreement with the SEC in which he agreed to toll for ninety days any statute of limitations applicable to the conduct and claims alleged herein. This first tolling agreement covers the period beginning...
	111. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully set forth herein.
	112. By engaging in the conduct described above, Zhou Min Ni, Jonathan Ni, and HF Foods, in connection with the purchase or sale of a security, by the use of means or instrumentalities of interstate commerce, of the mails, or of the facilities of a na...
	113. While engaging in the conduct described above, Zhou Min Ni, Jonathan Ni, and HF Foods acted knowingly or recklessly.
	114. By engaging in the conduct described above, Zhou Min Ni and Jonathan Ni violated, and unless restrained and enjoined will again violate, Section 10(b) of the Exchange Act [15 U.S.C. §78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
	115. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully set forth herein.
	116. By engaging in the conduct described above, Zhou Min Ni and Jonathan Ni, in the offer or sale of securities, by the use of the means or instruments of transportation or communication in interstate commerce or by use of the mails, directly or indi...
	117. By engaging in the conduct described above, Zhou Min Ni and Jonathan Ni violated, and unless restrained and enjoined will again violate, Sections 17(a)(1) and (3) of the Securities Act [15 U.S.C. §§ 77q(a)(1), (3)].
	118. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully set forth herein.
	119. As part of the August 2018 de-SPAC transaction, Zhou Min Ni obtained 6,689,896 shares of HF Foods stock. On September 30, 2019, Zhou Min Ni received loan rights from HF Foods valued at $12,038,030 in exchange for 1,203,803 of his shares. At the t...
	120. By reason of the conduct described above, Zhou Min Ni, in the offer or sale of a security, by use of the means or instruments of transportation or communication in interstate commerce or by use of the mails, directly or indirectly obtained money ...
	121. By engaging in the conduct described above, Zhou Min Ni violated, and unless restrained and enjoined will again violate, Section 17(a)(2) of the Securities Act [15 U.S.C. §§ 77q(a)(2)].
	122. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully set forth herein.
	123. By reason of the conduct described above, Zhou Min Ni and Jonathan Ni, while acting as officers of HF Foods, (i) made or caused to be made material false or misleading statements to an accountant; or (ii) omitted to state, or caused another perso...
	124. By engaging in the conduct described above, Zhou Min Ni and Jonathan Ni violated, and unless restrained and enjoined, will continue to violate Rule 13b2-2 of the Exchange Act [17 C.F.R. § 240.13b2-2].
	125. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully set forth herein.
	126. Zhou Min Ni, as the Chief Executive Officer of HF Foods, and Jonathan Ni, as the Chief Financial Officer of HF Foods, falsely certified (1) that there were no untrue statements or omissions of material facts necessary to make the statements not m...
	127. When they signed these certifications, Zhou Min Ni and Jonathan Ni acted knowingly or negligently.
	128. By engaging in the conduct described above, Zhou Min Ni and Jonathan Ni violated, and unless restrained and enjoined, will again violate, Rule 13a-14 of the Exchange Act [17 C.F.R. § 240.13a-14].
	129. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully set forth herein.
	130. Zhou Min Ni and Jonathan Ni, while acting as Chief Executive Officer and Chief Financial Officer for HF Foods, respectively, were required to evaluate the effectiveness of HF Foods’s disclosure controls and procedures at the end of each fiscal qu...
	131. Zhou Min Ni and Jonathan Ni failed to evaluate HF Foods’s disclosure controls and procedures, as they were required to do. Zhou Min Ni and Jonathan Ni thereby violated, and unless restrained and enjoined, will again violate, Rule 13a-15(b) of the...
	132. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully set forth herein.
	133. Zhou Min Ni and Jonathan Ni, while acting as Chief Executive Officer and Chief Financial Officer for HF Foods, respectively, were required to evaluate the effectiveness of HF Foods’s internal controls over financial reporting as of the end of eac...
	134. Zhou Min Ni and Jonathan Ni failed to evaluate HF Foods’s internal controls over financial reporting, as they were required to do. Zhou Min Ni and Jonathan Ni thereby violated, and unless restrained and enjoined, will again violate, Rule 13a-15(c...
	135. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully set forth herein.
	136. HF Foods violated 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, 240.13a-1, 240.13a-11, and 240.13a-13] by reason of Zhou Min Ni’s and Jonathan Ni’s conduct ...
	137. Zhou Min Ni knowingly or recklessly provided substantial assistance that aided and abetted HF Foods’s violations.
	138. Accordingly, pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Zhou Min Ni is liable for those violations.
	139. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully set forth herein.
	140. HF Foods violated Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1, and 13a-13 thereunder [17 C.F.R. §§ 240.12b-20, 240.13a-1, and 240.13a-13] by reason of Zhou Min Ni’s and Jonathan Ni’s conduct described above and ...
	141. Jonathan Ni knowingly or recklessly provided substantial assistance that aided and abetted HF Foods’s violations.
	142. Accordingly, pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Jonathan Ni is liable for those violations.
	143. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully set forth herein.
	144. HF Foods failed to make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer. Further, HF Foods failed to devise and maintain a system of i...
	145. HF violated Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act [15 U.S.C. § 78m(b)(2)(A) and (b)(2)(B)].
	146. Zhou Min Ni and Jonathan Ni knowingly or recklessly provided substantial assistance that aided and abetted HF Foods’s violation of Sections 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act.
	147. Accordingly, pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Zhou Min Ni and Jonathan Ni are liable for those violations.
	148. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully set forth herein.
	149. HF Foods filed proxy statements in 2019 and 2020 that contained material misstatements regarding the executive compensation of Zhou Min Ni, and falsely asserted that the Board of Directors had analyzed the prices paid to HF Foods’s related partie...
	150. As Chairman of HF Foods’s Board of Directors, and a nominee for whose election as director the proxies were solicited, Zhou Min Ni solicited the 2019 and 2020 proxies. Zhou Min Ni thereby violated, and unless restrained and enjoined, will again v...
	151. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully set forth herein.
	152. Atlantic Acquisition Corp., by making the proxy filings set forth above, directly or indirectly violated 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]. Zhou Min Ni and Jonathan Ni knowing...
	153. Accordingly, pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Zhou Min Ni and Jonathan Ni are liable for those violations.
	154. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully set forth herein.
	155. HF Foods had a class of securities registered pursuant to section 12 of the Exchange Act. HF Foods nonetheless failed to maintain appropriate disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) [17 C.F.R. § 240.13a-15(e)...
	156. By engaging in the conduct described above, HF Foods violated Rule 13a-15(a) of the Exchange Act. [17 C.F.R. § 240.13a-15(a)]
	157. Zhou Min Ni knowingly or recklessly provided substantial assistance that aided and abetted HF Foods’s violation of Rule 13a-15(a) of the Exchange Act.
	158. Accordingly, pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Zhou Min Ni is liable for those violations.
	159. Paragraphs 1 through 110 are realleged and incorporated by reference as if fully set forth herein.
	160. Section 304 of the Sarbanes-Oxley Act [15 U.S.C. § 7243] requires the CEO of an issuer to reimburse that issuer, if it is required to prepare an accounting restatement due to the material noncompliance of the issuer with any financial reporting r...
	161. Zhou Min Ni has not reimbursed HF Foods for any portion of the bonuses, incentive-based compensation, equity-based compensation, or profits from his sales of HF Foods securities that he received during the 12-month periods following each filing o...
	162. By reason of the foregoing, Zhou Min Ni violated Sarbanes-Oxley Act Section 304.