SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Ni Zhou Min

(Last) (First) (Middle)
810 NORTHERN SHORE POINT

(Street)
GREENSBORO NC 27455

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HF Foods Group Inc. [ HFFG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/08/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/08/2021 P 15,879(1) A $0 15,879 I By Spouse
Common Stock 7,872,932(2) I By Trusts
Common Stock 5,553,096 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On July 8, 2021, Chan Sin Wong, the spouse of the reporting person, was granted restricted stock units ("RSUs"), which represent a contingent right to receive one share of Common Stock for each RSU. The RSUs will vest at a rate of one-third on the first, second and third anniversary of the grant date, respectively, subject to accelerated vesting in certain circumstances.
2. Includes 5,591,553 shares owned by the Irrevocable Trust for Raymond Ni, 798,793 shares owned by the Irrevocable Trust for Amanda Ni, 798,793 shares owned by the Irrevocable Trust for Ivy Ni and 683,793 shares owned by the Irrevocable Trust for Tina Ni. The reporting person disclaims beneficial ownership of the securities held within these trusts. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities held within these trusts for purposes of Section 16 or for any other purpose.
/s/ Zhou Min Ni 07/12/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS, that the undersigned,
hereby constitutes and appoints each of
Vivian Coates, Patrick McCamy, Gracie Smith
or any of them signing singly, and with full power
of substitution and resubstitution, the undersigned's
true and lawful attorney-in-fact to:

(1) execute for and on behalf of the
undersigned, in the undersigned's
capacity as a former executive officer
or director of HF Foods Group Inc.
(the "Company"),
any and all reports
(including any amendment thereto)
of the undersigned required
or considered
advisable under Section 13 or
Section 16 of the Securities
Exchange Act of 1934 (the "Exchange Act")
and the rules and regulations
thereunder, with respect to the
equity securities of the Company,
including Forms 3, 4 and 5 and
Schedule 13D or 13G;

(2) do and perform any and all acts
for and on behalf of the undersigned
which may be necessary or desirable
to complete and execute any such
Forms 3, 4 and 5 and Schedule 13D or 13G,
including any amendments thereto,
and timely file such form with the
United States Securities and
Exchange Commission and any
stock exchange or similar authority; and

(3) take any other action of any type
whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact,
may be of benefit to, in the best interests of,
or legally required by,the undersigned,
it being understood that the documents executed
by such attorney-in-fact on behalf of the
undersigned
pursuant to this Power of Attorney shall be
in such form and shall contain such terms and
conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.

The undersigned hereby grants to each such
attorney-in-fact full power and authority
to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be
done in the exercise of any of the rights
and powers herein granted, as fully to all
intents and purposes as the undersigned might
or could do if personally present, with full power
of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact,
or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, in
serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's
responsibilities to comply with Section 13 and
Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required
to file Forms 3, 4 and 5 and Schedule 13D or 13G with
respect to the undersigned's holdings of and transactions
in securities issued by the Company,
unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.

       [Signature Page Follows]
















IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this
12th day of July, 2021.

/s/ Zhou Min Ni
Name: Zhou Min Ni

State of North Carolina }
County of Guilford}

I, David B. Puryear, Notary Public for said
County and State, do hereby certify that
Zhou Min Ni
personally appeared before me this day
and acknowledged the due execution of
the foregoing instrument.

Witness my hand and official seal this
12th day of July, 2021.



(Official Seal)
       /s/ David B. Puryear
       Official Signature of Notary

       David B. Puryear
       Notary's Printed or Typed Name
       Notary Public
My Commission Expires: July 31, 2024.