Zhou Min Ni and Jian Ming "Jonathan" Ni, CPA
U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 26023 / June 12, 2024
Securities and Exchange Commission v. Zhou Min Ni and Jian Ming “Jonathan” Ni, CPA, No. 1:24-cv-01632 (D.D.C. filed June 3, 2024)
SEC Obtains Final Judgments Against Former Executives of HF Foods Group
On June 10, 2024, the Securities and Exchange Commission obtained final judgments against Zhou Min Ni and Jian Ming (Jonathan) Ni, former executives of Nevada-based restaurant food distribution company HF Foods Group, Inc., who agreed to settle SEC charges for their roles in a fraudulent scheme to hide millions of dollars of HF Foods's liabilities, misappropriate investor funds, and mislead the company's auditors.
The SEC's complaint, which was filed in the U.S. District Court for the District of Columbia, charged Zhou Min Ni with violating Section 17(a) of the Securities Act of 1933, Sections 10(b) and 14(a) of the Securities Exchange Act of 1934, and Rules 10b-5, 13a-14, 13a-15(b), 13a-15(c), 13b2-2, and 14a-9 thereunder, and Section 304(a) of the Sarbanes-Oxley Act of 2002 ("SOX"); with aiding and abetting the violations by HF Foods Group Inc. of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act, and Rules 12b-20, 13a-1, 13a-11, 13a-13, and 13a-15(a) thereunder; and with aiding and abetting the violations by Atlantic Acquisition Corp. of Section 14(a) of the Exchange Act and Rule 14a-9 thereunder. The SEC's complaint charged Jonathan Ni with violating Section 17(a)(1) and (3) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Rules 10b-5, 13a-14, 13a-15(b), 13a-15(c), and 13b2-2 thereunder; with aiding and abetting the violations by HF Foods Group Inc. of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act, and Rules 12b-20, 13a-1, and 13a-13 thereunder; and with aiding and abetting the violations by Atlantic Acquisition Corp. of Section 14(a) of the Exchange Act and Rule 14a-9 thereunder.
Without admitting or denying the allegations of the SEC's complaint, Zhou Min Ni consented to a settlement of the SEC's action that includes a permanent injunction; a conduct-based injunction which enjoins him from directly or indirectly participating in the management of, or otherwise exercising any control or influence over, HF Foods; disgorgement of $5,102,883.27 and prejudgment interest of $1,368,361.52; requires Zhou Min Nito reimburse $963,042 to HF Foods Group Inc. pursuant to Section 304(a) of SOX, all of which is deemed satisfied by Zhou Min Ni's prior payment of $9.25 million in the settlement of a related shareholder derivative lawsuit; a $300,000 civil penalty; and a permanent bar from serving as an officer and director of a public company. Without admitting or denying the allegations of the SEC's complaint, Jonathan Ni consented to a settlement of the SEC's action that includes a permanent injunction, an $80,000 civil penalty, and a ten-year bar from serving as an officer or director of a public company.
The SEC's investigation was conducted by Brian S. Kang and Jeffrey R. Anderson, with assistance from Howard Kaplan, John B. Timmer, James Connor, and Melissa Armstrong, under the supervision of Kevin Guerrero, Peter Rosario, Stacy L. Bogert, and Mark Cave.