HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to
Asian restaurants across the United States (“HF Foods” or the
“Company”), today commented on the filing of a preliminary proxy
statement on behalf of the Irrevocable Trust for Raymond Ni, Weihui
Kwok and Yuanyuan Wu (collectively “Raymond Ni”) and a related
Schedule 13D/A with the U.S. Securities and Exchange Commission
(the “SEC”) on May 5, 2023.
The two filings by Raymond Ni contain various
material misstatements, inaccuracies, and omissions, and reflect a
fundamental misunderstanding of Delaware corporate law. Among other
things, Raymond Ni’s preliminary proxy statement purports to
support the election of five individuals as directors at the
upcoming combined 2022 & 2023 Annual Meeting of Stockholders of
HF Foods (the “Annual Meeting”), none of whom are valid nominees
for election to the Board of Directors of the Company for
consideration at the Annual Meeting.
As previously announced, the deadline for
stockholders to make a valid proposal or director nomination for
consideration at the Annual Meeting was Monday, April 10, 2023.
Raymond Ni’s nomination submission materials, which were first
submitted on such date, were materially defective, and as such were
invalid, under the Company’s bylaws. The nominating stockholders
were informed of this determination on April 11, 2023, and have not
challenged or contested that determination publicly or privately
with the Company before Raymond Ni’s recent filing of the
preliminary proxy statement and related Schedule 13D/A.
Accordingly, the only proper business before the
Annual Meeting, which is scheduled for Thursday, June 1, 2023,
at 12:00 p.m., Eastern Time, is as set out in the Company’s Notice
of Annual Meeting of Stockholders and Proxy Statement, dated April
28, 2023 (the “Proxy Statement”). The Company filed the Proxy
Statement with the SEC on April 28, 2023, and began mailing copies
of the Proxy Statement to stockholders on or around such date.
Stockholders should disregard any statements and
materials that purport to add, or solicit votes for, additional
director nominations or other business to be acted upon at the
Annual Meeting that is not currently included in the Company’s
Notice of Annual Meeting, which is included in the Proxy Statement.
HF Foods wishes to make clear that the Raymond Ni proxy statement
and any related materials, including proxy cards, are not valid
under Delaware law for use at the Annual Meeting, and cannot be
used to solicit proxies in connection with the Annual Meeting and
should be immediately discarded by stockholders.
The Company looks forward to the participation
of stockholders at the Annual Meeting. HF Foods encourages
stockholders to vote by proxy or attend the Annual Meeting
virtually, as further described in the Proxy Statement, to ensure
that your vote is received and counted.
About HF Foods Group Inc.
HF Foods Group Inc. is a leading marketer and
distributor of fresh produce, frozen and dry food, and non-food
products to primarily Asian/Chinese restaurants and other
foodservice customers throughout the United States. HF Foods aims
to supply the increasing demand for Asian American restaurant
cuisine, leveraging its nationwide network of distribution centers
and its strong relations with growers and suppliers of fresh,
high-quality specialty restaurant food products and supplies in the
US, South America, and China. Headquartered in Las Vegas, Nevada,
HF Foods trades on Nasdaq under the symbol “HFFG”. For more
information, visit www.hffoodsgroup.com.
Forward-Looking Statements
All statements in this press release other than
statements of historical facts are forward-looking statements which
contain our current expectations about our future results. We have
attempted to identify any forward-looking statements by using words
such as “believes,” “intends,” and other similar expressions.
Although we believe that the expectations reflected in all of our
forward-looking statements are reasonable, we can give no assurance
that such expectations will prove to be correct. Such statements
are not guarantees of future performance or events and are subject
to known and unknown risks and uncertainties that could cause the
Company’s actual results, events or financial positions to differ
materially from those included within or implied by such
forward-looking statements. Such factors include, but are not
limited to, risks that the Company may not regain compliance with
Nasdaq continued listing requirements relating to the Company’s
annual meeting of stockholders within any applicable grace period,
statements of assumption underlying any of the foregoing, and other
factors disclosed under the caption “Risk Factors” in our Annual
Report on Form 10-K for the year ended December 31, 2022 and other
filings with the SEC. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date made. Except as required by law, we undertake no
obligation to disclose any revision to these forward-looking
statements.
Important Additional Information and Where to Find
It
The Company filed a definitive proxy statement
on Schedule 14A and form of proxy card with the SEC on April 28,
2023 in connection with the solicitation of proxies for the Annual
Meeting. STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE COMPANY’S
DEFINITIVE PROXY STATEMENT, THE PROXY CARD AND ANY OTHER DOCUMENTS
FILED BY THE COMPANY WITH THE SEC CAREFULLY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Stockholders may obtain a free copy of the
Company’s definitive proxy statement, any amendments or supplements
to the proxy statement and other documents as and when filed by the
Company with, or furnished by the Company to, the SEC without
charge from the SEC's website at www.sec.gov or the Company's
website at https://hffoodsgroup.com/investor-relations/.
Certain Information Regarding
Participants in Solicitation
The Company, its directors, its executive
officers and its nominees for election as director may be deemed
participants in the solicitation of proxies from stockholders in
connection with the matters to be considered at the Annual Meeting.
Information regarding the persons who may, under the rules of the
SEC, be considered participants in the solicitation of stockholders
in connection with the Annual Meeting, and their direct or indirect
interests, by security holdings or otherwise, which may be
different from those of the Company's stockholders generally, are
set forth in the Company's definitive proxy statement filed with
the SEC on April 28, 2023 and other relevant documents filed, or to
be filed, with the SEC.
Inquiries:
Investor Relations:Phone: (404) 836 -
0852Email: investors@hffoodsgroup.com
Media:Dan Gagnier & Riyaz Lalani Gagnier
Communications(646) 342-8087hffg@gagnierfc.com
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