UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒     Filed by a Party other than the Registrant ☐

Check the appropriate box:

HF FOODS GROUP INC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other

than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS
OF HF FOODS GROUP INC.

Proxy Statement dated [●], 2019
and first mailed to shareholders on or about [●], 2019

April 29, 2020

Dear Shareholders:Stockholder:

You are cordially invited to attend the special meeting2020 Annual Meeting of theStockholders of HF Foods Group Inc. (“HF Group”) shareholders. HF Group is a Delaware corporation incorporated, on May 19, 2016.

HoldersMonday, June 15, 2020, at 1:00 p.m., Eastern Time. Due to the COVID-19 pandemic, related governmental actions closing non-essential businesses and encouraging individuals to stay home, and our concerns about protecting the health and well-being of shares of HF Group’s common stock will be asked to approve the merger agreement dated as of June 21, 2019, or the “Merger Agreement,” by and among HF Group, B&R Merger Sub Inc., a Delaware corporation, or “Merger Sub”, B & R Global Holdings, Inc., a Delaware corporation, or “B&R Global”, the stockholders of B&R Global, and Xiao Mou Zhang, as representative of theour stockholders and other related proposals. We referemployees, the Board of Directors has determined to convene and conduct the stockholders of B&R Global asAnnual Meeting on in a virtual meeting format at https://web.lumiagm.com/________________. Please see the B&R Global stockholders.further instructions in this Proxy Statement. Stockholders will NOT be able to attend the annual meeting in-person.

The issuanceNotice of Annual Meeting of Stockholders and Proxy Statement on the following pages describe the matters to be presented at the meeting.

It is important that your shares be represented at the meeting, regardless of the number of shares of HF Group to the B&R Global stockholders is being consummated on a private placement basis pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The aggregate value of the consideration to be paid by HF Group in the merger is approximately $[408,310,000] million (calculated as follows: 30,700,000 shares of common stock of HF Group to be issued to the B&R Global stockholders multiplied by $13.30 (the deemed value of the shares in the Merger Agreement). The transactions contemplated under the Merger Agreement relating to the merger are referred to in this proxy statement as the Business Combination.

On [●], 2019, the record date for the special meeting of shareholders, the last sale price of HF Group’s common stock was $[●].

Each shareholder’s vote is very important. Whetheryou hold and whether or not you plan to attend the HF Group special meeting in person,meeting. Accordingly, please submitexercise your right to vote by signing, dating and returning your proxy card without delay. Shareholders may revoke proxies at any time before they arein the enclosed envelope or voting by internet as described in the Proxy Statement. Your shares will be voted in accordance with the instructions you have given in your proxy.

Our board of directors and management look forward to seeing you at the meeting. Voting by proxy will not prevent a shareholder from voting in person if such shareholder subsequently chooses to attend the HF Group special meeting.Thank you for your continued support.

We encourage you to read this proxy statement carefully. In particular, you should reviewSincerely yours,

Zhou Min Ni

Chairman of the matters discussed under the caption “Risk Factors” beginning on page 11.Board and Co-Chief Executive Officer

HF Foods Group’sboard of directors unanimously recommends that HF Groupshareholders vote “FOR” approval of each of the proposals. Inc.
6001 W. Market Street
Greensboro, NC 27409

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedNotice of the securities to be issued in theAnnual Meeting of Stockholders Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.Monday, June 15, 2020

Zhou Min Ni
Chief Executive Officer

To Our Stockholders:

The Annual Meeting of Stockholders of HF Foods Group Inc.

[●], 2019

HOW TO OBTAIN ADDITIONAL INFORMATION

This proxy statement incorporates important business and financial information about HF Group that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by HF Group with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact the following:

US Office (Principal Executive Office):

6001 W. Market Street

Greensboro, NC 27409

Attn: Zhou Min Ni
Telephone: 336-268-2080

If you would like to request documents, please do so no later than [●], 2019 to receive them before HF Group’s special meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about HF Group and B&R Global. You should rely only on the information contained in this proxy statement in deciding how to vote on the Business Combination. Neither HF Group nor B&R Global has authorized anyone to give any information or to make any representations other than those contained in this proxy statement. Do not rely upon any information or representations made outside of this proxy statement. The information contained in this proxy statement may change after the date of this proxy statement. Do not assume after the date of this proxy statement that the information contained in this proxy statement is still correct.

USE OF CERTAIN TERMS

Unless otherwise stated in this proxy statement:

References to “HF Group,” “we,” “us” or “our company” refers to HF Foods Group Inc. and its subsidiaries.

References to “B&R Global” or “B&R” in this proxy statement refer to B&R Global Holdings, Inc. and its subsidiaries.

References to “Merger Sub” means B&R Merger Sub Inc., a wholly-owned subsidiary of HF Group.

References to “US Dollars” and “$” refer to the legal currency of the United States.

HF FOODS GROUP INC.

US Office (Principal Executive Office):

6001 W. Market Street

Greensboro, NC 27409

Attn: Zhou Min Ni
Telephone: 336-268-2080

NOTICE OF SPECIAL MEETING OF
HF FOODS GROUP INC. SHAREHOLDERS

To Be Held on [●]Delaware corporation (the “Company”), 2019

To HF Foods Group Inc. (“HF Group”) Shareholders:

A special meeting of shareholders of HF Group will be held on Monday, June 15, 2020, at [●]1:00 p.m., on [●], 2019, at [●] a.m.,Eastern Time, for the following purposes:

Proposals 1 through 5 are sometimes collectively referred to herein as the “Proposals.”

As of [●], 2019, there were [●] shares of HF Group common stock issued and outstanding and entitled to vote. Only HF Group common shareholders who hold shares of record as of the close of business on [●], 2019 are entitled to vote at the special meeting or any adjournment of the special meeting. This proxy statement is first being mailed to shareholders on or about [●], 2019. Approval of the Business Combination Proposal, the Nasdaq Proposal and the Business Combination Adjournment Proposal will each require the affirmative vote of the holders of a majority of the outstanding shares of common stock present in person or by proxy and entitled to vote at the special meeting. Approval of the Amendment Proposals will require the affirmative vote of the holders of a majority of the outstanding shares of HF Group common stock. Attending the special meeting either in person or by proxy and abstaining from voting will have the same effect as voting against all the proposals and, assuming a quorum is present, broker non-votes will have no effect on the Business Combination Proposal, the Nasdaq Proposal, and the Adjournment Proposal, but will be the same as a vote against the Amendment Proposals.

HF Group currently has authorized share capital of 31,000,000 shares, consisting of 30,000,000 shares of common stock with a par value of $0.0001 per share and 1,000,000 preferred shares with a par value of $0.0001 per share.

Whether or not you plan to attend the special meeting in person, please submit your proxy card without delay. Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the special meeting. If you fail to return your proxy card and do not attend the meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. You may revoke a proxy at any time before it is voted at the special meeting by executing and returning a proxy card dated later than the previous one, by attending the special meeting in person and casting your vote by ballot or by submitting a written revocation to HF Group at HF Foods Group Inc., 6001 W. Market Street, Greensboro, NC 27409, Attention: Zhou Min Ni, Telephone: 336-268-2080, that is received by us before we take the vote at the special meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

HF Group’s board of directors unanimously recommends that HF Group shareholders vote “FOR” approval of each of the proposals.

By order of the Board of Directors,

Zhou Min Ni
Chief Executive Officer of
HF Foods Group Inc.

[__________], 2019

TABLE OF CONTENTS

PAGE

ANNEX A – MERGER AGREEMENT

ANNEX B – TAG-ALONG AGREEMENT

ANNEX C – REGISTRATION RIGHTS AGREEMENT

ANNEX D – VOTING AGREEMENT

ANNEX E – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR HF GRoup shareholders

A:          HF Foods Group Inc., a Delaware corporation, or HF Group, and B&R Global Holdings, Inc., a Delaware corporation, have agreed to a business combination under the terms of a merger agreement, dated as of June 21, 2019, which we refer to as the Merger Agreement, by and among HF Foods Group Inc., B&R Merger Sub Inc., or “Merger Sub,” B & R Global Holdings, Inc., or “B&R Global,” the B&R Global stockholders, and Xiao Mou Zhang, as representative of the stockholders, and the other related proposals. The consummation of the transactions contemplated by the Merger Agreement relating to the business combination with B&R Global are referred to as the Business Combination and the proposal to approve the Business Combination is referred to as the Business Combination Proposal. The Merger Agreement is attached to this proxy statement as Annex A, and is incorporated into this proxy statement by reference. You are encouraged to read this proxy statement, including the section titled “Risk Factors” and all the annexes hereto.

HF Group shareholders are being asked to consider and vote upon a proposal to adopt the Merger Agreement, pursuant to which, through a series of transactions, Merger Sub will be merged with and into B&R Global, with B&R Global surviving the merger and becoming a wholly-owned subsidiary of HF Group.

This proxy statement contains important information about the proposed Business Combination and the other matters to be acted upon at the special meeting of HF Group shareholders. You should read it carefully.

A:           Only holders of record of HF Group common stock as of the close of business on [●], 2019 may vote at the special meeting of shareholders. As of [●], 2019, there were [●] shares of HF Group common stock outstanding and entitled to vote. Please see “Special Meeting of HF Group Shareholders — Record Date; Who is Entitled to Vote” for further information.

A:           Shareholders representing a majority of the HF Group common stock issued and outstanding as of the record date and entitled to vote at the special meeting must be present in person or represented by proxy in order to hold the special meeting and conduct business. This is called a quorum. HF Group common stock will be counted for purposes of determining if there is a quorum if the shareholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card. In the absence of a quorum, shareholders representing a majority of the votes present in person or represented by proxy at such meeting may adjourn the meeting until a quorum is present. Broker non-votes will not be considered present for the purposes of establishing a quorum.

A:           Approval of the Business Combination Proposal, the Nasdaq Proposal and the Business Combination Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock of HF Group present and entitled to vote at the special meeting. Approval of the Amendment Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock of HF Group. Attending the special meeting either in person or by proxy and abstaining from voting will have the same effect as voting against all the proposals and, assuming a quorum is present, broker non-votes will have no effect on the Business Combination Proposal, the Nasdaq Proposal, and the Adjournment Proposal, but will be the same as a vote against the Amendment Proposals.

A:           No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. HF Group believes the Proposals are non-discretionary and, therefore, your broker, bank or nominee cannot vote your shares without your instruction. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the Proposals, except will be the same as a vote against the Amendment Proposals. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.” Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your HF Group shares in accordance with directions you provide.

A:           If you were a holder of record HF Group common stock on [●], 2019, the record date for the special meeting of HF Group shareholders, you may vote with respect to the applicable proposals in person at the special meeting of HF Group shareholders, or by submitting a proxy by mail so that it is received prior to 9:00 a.m. on [●], 2019, in accordance with the instructions provided to you under “Special Meetings of HF Group Shareholders.” If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide voting instructions (including any telephone or Internet voting instructions). You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting of HF Group shareholders and vote in person, obtain a proxy from your broker, bank or nominee.

A:           HF Group will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the special meeting of HF Group shareholders. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal.

A:           Yes. You may change your vote at any time before your proxy is voted at the special meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the special meeting in person and casting your vote by ballot or by submitting a written revocation stating that you would like to revoke your proxy that we receive prior to the special meeting. If you hold your shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

HF Foods Group Inc.

6001 W. Market Street

Greensboro, NC 27409

Telephone: 336-268-2080

A:           Assuming the requisite shareholder approvals are received, HF Group expects that the Business Combination will occur no later than December 31, 2019.

DELIVERY OF DOCUMENTS TO HF GROUP shareholders

Pursuant to the rules of the SEC, HF Group and services that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of the proxy statement, unless HF Group has received contrary instructions from one or more of such shareholders. Upon written or oral request, HF Group will deliver a separate copy of the proxy statement to any shareholder at a shared address to which a single copy of the proxy statement was delivered and who wishes to receive separate copies in the future. Shareholders receiving multiple copies of the proxy statement may likewise request that HF Group deliver single copies of the proxy statement in the future. Shareholders may notify HF Group of their requests by contacting HF Group as follows:

HF Foods Group Inc.

6001 W. Market Street

Greensboro, NC 27409

Attn: Zhou Min Ni
Telephone: 336-268-2080

TRading market AND DIVIDENDS 

HF Group’s shares has been listed on the Nasdaq Stock Market since September 7, 2017 and currently trades under the symbol “HFFG.”

HF Group has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon HF Group’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of its then board of directors. It is the present intention of HF Group’s board of directors to retain all earnings, if any, for use in its business operations and, accordingly, HF Group’s board does not anticipate declaring any dividends in the foreseeable future.

B&R Global’s securities are not publicly traded.

RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in this proxy statement, before making a decision on the Merger.

Risk Factors Related to HF Group’s Business

The following risk factors apply to the business and operations of HF Group, as well as to the business and operations of HF Group following the completion of the Business Combination. Any of the risk factors described below could significantly and adversely affect HF Group’s business, prospects, sales, revenues, gross profit, cash flows, financial condition, and results of operations.

Unfavorable macroeconomic conditions in the U.S. may adversely affect the results of operations and financial condition of HF Group.

The operating results of HF Group are substantially affected by the operating and economic conditions in the regions in which we operate. Economic conditions can affect us in the following ways:

In addition, our existing operations are mainly located in the Southeastern United States. The geographic concentration of our operations creates an exposure to the economy of the Southeastern United States and any downturn in this region could materially adversely affect our financial condition and results of operations.

Competition may increase intensively in the future, which may adversely impact our margins and ability to retain customers, and make it difficult to maintain our market share, growth rate and profitability.

The foodservice distribution industry in the United States is fragmented and highly competitive, with local, regional and multi-regional distributors, and specialty competitors. However, we believe that the market participants serving Chinese restaurants are highly fragmented. Currently, we face competition from smaller and/or dispersed competitors focusing on the niche market serving Chinese/Asian restaurants, especially Chinese takeout restaurants. However, with the growing demand for Chinese cuisines, others may also begin operating in this niche market in the future. Those potential competitors include: (i) national and regional foodservice distributors, (ii) local wholesalers and brokers, (iii) food retailers, and (iv) farmers’ markets. The national and regional distributors are experienced in operating multiple distribution locations and expanding management, and they have greater marketing and financial resources than we do. Even though they currently offer only a limited selection of Chinese and Asian specialty foods, they may be able to devote greater resources to sourcing, promoting and selling their products if they choose to do so. On the contrary, the local wholesalers and brokers are small in size with a deep understanding of local preferences, but their lack of scale results in high risk and limited growth potential.

If more competitors enter this market segment aiming to serve Chinese/Asian restaurants in the future, our operating results may be negatively impacted through a loss of sales, reduction in margins from competitive price changes, and/or greater operating costs, such as marketing costs, due to the increase of competition.

We may not be able to fully compensate for increases in fuel costs when the fuel price experiences highly volatility, and its operating results would be adversely affected.

Volatile fuel prices have a direct impact on the industry served by us. We require significant quantities of fuel for delivery vehicles and are exposed to the risk associated with fluctuations in the market price for fuel. The price and supply of fuel can fluctuate significantly based on international, political and economic circumstances, as well as other factors outside our control, such as actions by the Organization of the Petroleum Exporting Countries, or OPEC, and other oil and gas producers, regional production patterns, weather conditions and environmental concerns. The cost of fuel affects the price paid by us for products, as well as the costs we incur to deliver products to our customers. Although we have been able to pass along a portion of increased fuel costs to our customers in the past, there is no guarantee that we will be able to do so in the future. If fuel costs increase in the future, we may experience difficulties in passing all or a portion of these costs along to our customers, which may have a negative impact on our results of operations.

Disruption of relationships with vendors could negatively affect our business. Suppliers may increase product prices, which could increase product costs.

We purchase our foodservice and related products from third-party suppliers. Although our purchasing volume can provide benefits when dealing with suppliers, suppliers may not provide the foodservice products and supplies needed by us in the quantities and at the prices requested. The cancellation of our supply arrangement with any of our suppliers or the disruption, delay or inability to supply the requested product from our suppliers could adversely affect our sales. If our suppliers fail to comply with food safety or other laws and regulations, or face allegations of non-compliance, their operations may be disrupted. We cannot assure you that we would be able to find replacement suppliers on commercially reasonable terms.

In addition, we purchase seasonal Chinese specialties of vegetables and fruits from farms and other vendors. Increased frequency or duration of extreme weather conditions could also impair production capabilities, disrupt our supply chain or impact demand for its products. Input costs could increase at any point in time for a large portion of the products that we sell for a prolonged period. Our inability to obtain adequate supplies of foodservice and related products as a result of any of the foregoing factors or otherwise could mean that we are unable to fulfill our obligations to customers, and customers may turn to other distributors.

The purchasing prices of our products vary from time to time, which is subject to market conditions and negotiation with suppliers. The prices of some of our products, especially seasonal products, such as vegetables and fruits, have significant fluctuations. We can mitigate the risk of fluctuation in the purchasing and distribution costs by either fixing a price for a certain supply period through negotiation with our suppliers, streamlining our inventory turnover, or passing portions of the price fluctuation to our customers. However, we may not always be able to do that if there are significant and frequent fluctuations. If we are unable to mitigate these price fluctuations, our performance results will be adversely affected.

As a foodservice distributor, it is necessary for us to maintain an inventory of products that may have declines in product pricing levels between the time we purchase the product from suppliers and the time we sell the product to customers, which could reduce the margin on that inventory, adversely affecting our results of operations.

Our relationships with customers may be materially diminished or terminated. The loss of customers could adversely affect our business, financial condition, and results of operations.

We have maintained long-standing relationships with a number of our customers. However, those customers could unilaterally terminate their relationship with us or materially reduce the amount of business they conduct with us at any time. Our customers may shift their purchase order from us to other competitors due to the market competition, change of customer requirements and preferences, or because of the customer’s financial condition. There is no guarantee that we will be able to maintain relationships with any of our customers on acceptable terms, or at all. The loss of a number of customers could adversely affect our business, financial condition, and results of operations.

Changes in consumer eating habits could materially and adversely affect our business, financial condition, or results of operations.

We provide foodservice distribution to Chinese/Asian restaurants, primarily Chinese takeout restaurants, which focus on serving Chinese food to non-Chinese Americans. Changes in consumer eating habits (such as a decline in consuming food away from home, a decline in portion sizes, or a shift in preferences toward western foods) could reduce demand for our products. Consumer eating habits could be affected by a number of factors, including attitudes regarding diet and health or new information regarding the health effects of consuming certain foods. If consumer eating habits change significantly, we may be required to modify or discontinue sales of certain items in our product portfolio, and we may experience higher cost and/or supply shortages associated with our efforts to accommodate those changes as our suppliers adapt to new eating preferences. Additionally, changes in consumer eating habits may result in the enactment or amendment of laws and regulations that impact the ingredients and nutritional content of our food products, or laws and regulations requiring us to disclose the nutritional content of our food products. Compliance with these laws and regulations, as well as others regarding the ingredients and nutritional content of food products, may be costly and time-consuming. We cannot make any assurances regarding our ability to effectively respond to changes in consumer culture preference, health perceptions or resulting new laws or regulations or to adapt our product offerings to trends in eating habits.

We may be unable to protect or maintain our intellectual property, which could result in customer confusion, a negative perception of its brand and adversely affect its business.

We believe that our intellectual property has substantial value and has contributed significantly to the success of our business. In particular, our trademarks of Han Feng, Inc., are valuable assets that reinforce our customers’ favorable perception of our products. Our trademark rights and related registrations may be challenged in the future and could be canceled or narrowed. Failure to protect our trademark rights could cause customer confusion or negatively affect customers’ perception of our brand and products, and eventually adversely affect our sales and profitability. Moreover, intellectual property disputes and proceedings and infringement claims may result in a significant distraction for management and significant expense, which may not be recoverable regardless of whether we are successful. Such proceedings may be protracted with no certainty of success, and an adverse outcome could subject us to liabilities, force us to cease use of certain trademarks or other intellectual property or force us to enter into licenses with others. Any one of these occurrences may have a material adverse effect on our business, results of operations and financial condition.

If we are unable to renew or replace the current lease of our warehouse located in Georgia on favorable terms, or the current lease is terminated prior to expiration of its stated term, and we cannot find suitable alternate locations, our operations and profitability could be negatively impacted.

We currently lease one of our warehouses for the distribution center located in Georgia. Our ability to re-negotiate favorable terms on an expiring lease or to negotiate favorable terms for a suitable alternate location, and our ability to negotiate favorable lease terms for additional locations, could depend on conditions in the real estate market, competition for desirable properties, its relationships with current and prospective landlords, or other factors that are not within our control. Any or all of these factors and conditions could negatively impact our growth and profitability.

Failure to retain our senior management and other key personnel may adversely affect our operations.

Our success is substantially dependent on the continued service of our senior management and other key personnel. These executives, and in particular Zhou Min Ni, our Executive Chairman and Chief Executive Officer, and Chan Sin Wong, our President, have been primarily responsible for determining the strategic direction of our business and for executing our growth strategy and are integral to our brand and culture, and the reputation the Company enjoys with suppliers and consumers. The loss of the services of any of these executives and other key personnel could have a material adverse effect on our business and prospects, as we may not be able to find suitable individuals to replace them on a timely basis, if at all. In addition, any such departure could be viewed in a negative light by investors and analysts, which may cause our stock price to decline. The loss of key employees could negatively affect our business.

If we are unable to attract, train and retain employees, we may not be able to grow or successfully operate its business.

The foodservice distribution industry is labor intensive. Our success depends in part upon our ability to attract, train and retain a sufficient number of employees who understand and appreciate our culture and are able to represent our brand effectively and establish credibility with our business partners and customers. Our ability to meet our labor needs, while controlling wage and labor-related costs, is subject to numerous external factors, including the availability of a sufficient number of qualified persons in the work force of the regions in which we are located, unemployment levels within those regions, prevailing wage rates, changing demographics, health and other insurance costs and changes in employment legislation. In the event of increasing wage rates, if we fail to increase our wages competitively, the quality of our workforce could decline, causing our customer service to suffer, while increasing our wages could cause our earnings to decrease. If we are unable to hire and retain employees capable of meeting our business needs and expectations, our business and brand image may be impaired. Any failure to meet our staffing needs or any material increase in turnover rates of our employees may adversely affect our business, results of operations and financial condition.

Changes in and enforcement of immigration laws could increase our costs and adversely affect our ability to attract and retain qualified employees.

Federal and state governments from time to time implement immigration laws, regulations or programs that regulate our ability to attract or retain qualified foreign employees. Some of these changes may increase our obligations for compliance and oversight, which could subject us to additional costs and make our hiring process more cumbersome, or reduce the availability of potential employees. Although we have implemented, and are in the process of enhancing, procedures to ensure our compliance with the employment eligibility verification requirements, there can be no assurance that these procedures are adequate and some of our employees may, without our knowledge, be unauthorized workers. The employment of unauthorized workers may subject us to fines or civil or criminal penalties, and if any of our workers are found to be unauthorized, we could experience adverse publicity that negatively impacts our brand and make it more difficult to hire and keep qualified employees. We may be required to terminate the employment of certain of our employees who were determined to be unauthorized workers. The termination of a significant number of employees may disrupt our operations, cause temporary increases in our labor costs as we train new employees and result in additional adverse publicity. Our financial performance could be materially harmed as a result of any of these factors.

Potential labor disputes with employees and increases in labor costs could adversely affect our business.

A considerable amount of our operating costs are attributable to labor costs and, therefore, our financial performance is greatly influenced by increases in wage and benefit costs. As a result, we are exposed to risks associated with a competitive labor market. Rising health care costs and the nature and structure of work rules will be important issues. Any work stoppages or labor disturbances as a result of employees’ dissatisfaction of their current employment terms could have a material adverse effect on our financial condition, results of operations and cash flows. We also expect that in the event of a work stoppage or labor disturbance, we could incur additional costs and face increased competition.

If we fail to comply with requirements imposed by applicable law or other governmental regulations, we could become subject to lawsuits, investigations and other liabilities and restrictions on our operations that could significantly and adversely affect our business.

We are subject to regulation by various federal, state, and local governments, such as food safety and sanitation, ethical business practices, transportation, minimum wage, overtime, wage payment, wage and hour and employment discrimination, immigration, and human health and safety. While we attempt to comply with all applicable laws and regulations, we cannot represent that it is in full compliance with all applicable laws and regulations or interpretations of these laws and regulations at all times or that we will be able to comply with any future laws, regulations or interpretations of these laws and regulations. If we fail to comply with applicable laws and regulations, we may be subject to investigations, criminal sanctions or civil remedies, including fines, injunctions, and prohibitions on exporting. The cost of compliance or the consequences of non-compliance, including debarments, could have an adverse effect on our results of operations. In addition, governmental units may make changes in the regulatory frameworks within which we operate that may require us to incur substantial increases in costs in order to comply with such laws and regulations.

If the products distributed by us are alleged to have caused injury or illness, or to have failed to comply with governmental regulations, we may need to recall our products and may experience product liability claims.

We, like any other foodservice distributor, may be subject to product recalls, including voluntary recalls or withdrawals, if the products we distribute are alleged to have caused injury or illness, to have been mislabeled, misbranded, or adulterated or to otherwise have violated applicable governmental regulations. We may also choose to voluntarily recall or withdraw products that we determine do not satisfy our quality standards, whether for taste, appearance, or otherwise, in order to protect our brand and reputation. Any future product recall or withdrawal that results in substantial and unexpected expenditures, destruction of product inventory, damage to our reputation, and/or lost sales due to the unavailability of the product for a period of time, could materially adversely affect our results of operations and financial condition.

We also face the risk of exposure to product liability claims in the event that the use of products sold by us are alleged to have caused injury or illness. We cannot be sure that consumption of our products will not cause a health-related illness in the future or that we will not be subject to claims or lawsuits relating to such matters. Further, even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our corporate and brand image.

With respect to product liability claims, we believe we have sufficient insurance coverage. However, this insurance may not continue to be available at a reasonable cost or, if available, may not be adequate to cover all of our liabilities. We generally seek contractual indemnification and insurance coverage from parties supplying products to us, but this indemnification or insurance coverage is limited, as a practical matter, to the creditworthiness of the indemnifying party and the insured limits of any insurance provided by such suppliers. If we do not have adequate insurance or contractual indemnification available, product liability relating to defective products could materially adversely affect our results of operations and financial condition.

We could be subject to claims from third parties or members of our workforce that are harmed by the daily operation of our trucking transportation of goods, which could adversely affect our business, brand, financial condition and results of operations.

We are from time to time subject to claims lawsuits, investigations and other legal proceedings relating to injuries to, or deaths of, or property damage incurred by, third parties or members of our workforce that are attributable to the occurrence of vehicular accidents arising from our daily operations of delivery trucks in commercial transport of our goods. We have incurred expenses to settle personal injury or property damage claims, which we sometimes choose to settle for reasons including expediency, protection of our reputation and to prevent the uncertainty of litigating, and we expect that such expenses will continue to increase as our business grows and we operate more trucks on public roadways and in deliveries to our customers’ places of business. Regardless of the outcome of any legal proceeding, any injuries to, or deaths of, or property damage incurred by, any third parties or members of our workforce could result in significant legal, regulatory or financial exposure and negative publicity and harm to our brand, reputation, business, financial condition and results of operations. Our insurance policies and programs may not provide sufficient coverage to adequately mitigate the potential liability we face, especially where any one incident, or a group of incidents, could cause disproportionate harm, and we may have to pay high premiums or deductibles for our coverage and, for certain situations, we may not be able to secure coverage at all.

Our actual losses may exceed our insurance coverages, which could adversely affect our financial condition and results of operations.

We acquire liability insurance indemnification for claims incurred and we periodically evaluate and, as necessary, adjust our insurance coverages as our experience develops or new information is learned. Estimating the number and severity of claims, as well as related judgment or settlement amounts, is inherently difficult, subjective and speculative. A number of external factors can affect the actual losses incurred for any given claim, including the length of time the claim remains open, fluctuations in healthcare costs, legislative and regulatory developments and judicial developments. For any of the foregoing reasons, our actual losses for claims and related expenses may deviate, individually or in the aggregate, from the insurance coverages we have acquired. If we determine that our insurance coverages are inadequate in an individual claim or in aggregate, we may be required to increase loss contingency reserves at the time of the determination, which could result in a decrease to our net profit in the period in which the deficiency is determined and negatively impact our financial condition and results of operations.

We may incur significant costs to comply with environmental laws and regulations, and we may be subject to substantial fines, penalties or third-party claims for non-compliance.

Our operations are subject to various federal, state, and local laws, rules and regulations relating to the protection of the environment, including those governing:

In the course of operations, we operate, maintain, and fuel vehicles; store fuel in on-site above ground containers; operate refrigeration systems; and use and dispose of hazardous substances and food waste. We could incur substantial costs, including fines or penalties and third-party claims for property damage or personal injury, as a result of any violations of environmental or workplace safety laws and regulations or releases of regulated materials into the environment. In addition, we could incur investigation, remediation or other costs related to environmental conditions at our currently or formerly owned or operated properties.

Litigation may materially adversely affect our business, financial condition and results of operations.

Our operations carry an exposure to litigation risk from consumers, customers, our labor force and others, and may be a party to individual personal injury, product liability and other legal actions in the ordinary course of its business, including litigation arising from food-related illness. The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify. Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. The cost to defend future litigation may be significant. There may also be adverse publicity associated with litigation that may decrease consumer confidence in our businesses, regardless of whether the allegations are valid or whether we me ultimately found liable. As a result, litigation may materially adversely affect our businesses, financial condition, results of operations and cash flows.

Increased commodity prices and availability may impact profitability.

Many of our products include ingredients such as wheat, com, oils, sugar, and other commodities. Commodity prices worldwide have been increasing. While commodity price inputs do not typically represent the substantial majority of our product costs, any increase in commodity prices may cause our vendors to seek price increases from us. Although we are typically able to mitigate vendor efforts to increase our costs, we may be unable to continue to do so, either in whole or in part. In the event we me unable to continue mitigating potential vendor price increases, we may in turn consider raising our prices, and our customers may be deterred by any such price increases. Our profitability may be impacted through increased costs to us which may impact gross margins, or through reduced revenue as a result of a decline in the number and average size of customer transactions.

The U.S. government is currently imposing increased tariffs on certain products imported into the U.S., including products imported from China, which may have an adverse impact on our future operating results.

We sell our products based on the cost of such products plus a percentage markup. We import approximately 20% of our products from other countries, including China. The U.S. government is currently imposing and proposing increased tariffs on certain products imported into the U.S., including products imported from China. Some of our imported products may be subject to these increased tariffs and accordingly, our purchasing costs will be increased. We may determine to increase our sales prices in order to pass these increased costs to our customers. In the event we determine to take such action, our customers may reduce their orders from us, which could negatively affect our profitability and operating results.

Severe weather, natural disasters and adverse climate changes may materially adversely affect our financial condition and results of operations.

Severe weather conditions and other natural disasters in areas where our distribution network covers or from which we obtain the products we sell may materially adversely affect our operations or our product offerings and, therefore, our results of operations. Such conditions may result in physical damage to, or temporary or permanent closure of, one or more of our distribution centers, an insufficient work force in our market regions and/or temporary disruption in the supply of products, including delays in the delivery of goods to our warehouses or a reduction in the availability of products in our offerings. In addition, adverse climate conditions and adverse weather patterns, such as drought or flood, that impact growing conditions and the quantity and quality of crops may materially adversely affect the availability or cost of certain products within our supply chain. Any of these factors may disrupt our businesses and materially adversely affect our financial condition, results of operations and cash flows.

We rely on technology in our business and any cybersecurity incident, other technology disruption or delay in implementing new technology could negatively affect our business and our relationships with customers.

We use technology in our business operations, and our ability to serve customers most effectively depends on the reliability of our technology systems. We use software and other technology systems, among other things, to generate and select orders, to make purchases, to manage warehouses and to monitor and manage our business on a day-to-day basis. Further, our business involves the storage and transmission of numerous classes of sensitive and/or confidential information and intellectual property, including customers’ and suppliers’ personal information, private information about employees, and financial and strategic information about the company and its business partners.

These technology systems are vulnerable to disruption from circumstances beyond our control, including fire, natural disasters, power outages, systems failures, security breaches, espionage, cyber-attacks, viruses, theft and inadvertent release of information. Any such disruption to these software and other technology systems, or the technology systems of third parties on which we rely, the failure of these systems to otherwise perform as anticipated, or the theft, destruction, loss, misappropriation, or release of sensitive and/or confidential information or intellectual property, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of customers, potential liability and competitive disadvantage, any or all of which would potentially adversely affect Our customer service, decrease the volume of our business and result in increased costs and lower profits.

Further, as we pursue our strategy to grow through acquisitions and to pursue new initiatives that improve our operations and cost structure, we are also expanding and improving our information technology, resulting in a larger technological presence and corresponding exposure to cybersecurity risk. If we fail to assess and identify cybersecurity risks associated with acquisitions and new initiatives, we may become increasingly vulnerable to such risks. Information technology systems continue to evolve and, in order to remain competitive, we need to implement new technologies in a timely and efficient manner. If our competitors implement new technologies more quickly or successfully than we do, such competitors may be able to provide lower cost or enhanced services of superior quality compared to those we provide, which could have an adverse effect on our results of operations.

Our current indebtedness may adversely affect our liquidity position and ability of future financing.

As of December 31, 2018, we have $8.19 million of debt borrowed from a bank credit lines and $14.56 million of long-term mortgage loans, which could adversely affect our cash flow, our ability to raise additional capital or obtain financing in the future, react to changes in business and repay other debts. These bank loans contain covenants that restrict the ability of us to incur additional debt and operate our business. We may not be able to generate the significant amount of cash needed to pay interest and principal on its debt facilities or refinance all or a portion of its indebtedness, due to the factors, including significant change of economic condition, market competition, whether conditions, outbreak of disaster, and failure of execution of its business plan.

Risk Factors Relating to HF Group’s Acquisition Strategy

Our continued growth depends on future acquisitions of other distributors or wholesalers and enlarge its customer bases. The failure to achieve these goals could negatively impact our results of operations and financial condition.

Historically, a portion of our growth has come through acquisitions, and our growth strategy depends, in large part, on acquiring other distributors or wholesalers to access the untapped market regions and enlarge our customer base. Successful implementation of this strategy is dependent on sufficient capital support from financing, finding suitable targets to acquire, identifying suitable locations and negotiating acceptable acquisition prices. There can be no assurance that we will continue to grow through acquisitions. We may not be able to obtain sufficient capital support for the expansion plan, or successfully implement the plan to acquire other competitors timely or within budget or operate them successfully.

If we are unable to integrate acquired businesses successfully or realize anticipated economic, operational and other benefits and synergies in a timely manner, our earnings may be materially adversely affected. A significant expansion of our business and operations, in terms of geography or magnitude, could strain our administrative and operational resources. Significant acquisitions may also require the issuance of material additional amounts of debt or equity, which could materially alter our debt-to-equity ratio, increase the interest expense and decrease net income, and make it difficult for us to obtain favorable financing for other acquisitions or capital investments.

Our operating results will be adversely affected if we fail to implement our growth strategy or if we invest resources in a growth strategy that ultimately proves unsuccessful.

There is a scarcity of and competition for acquisition opportunities.

There are a limited number of operating companies available for acquisition that we deem to be desirable targets. In addition, there is a very high level of competition among companies seeking to acquire these operating companies. Many established and well- financed entities are active in acquiring interests in companies that we may find to be desirable acquisition candidates. Many of these entities have significantly greater financial resources, technical expertise and managerial capabilities than us. Consequently, we will be at a competitive disadvantage in negotiating and executing possible acquisitions of these businesses. Even if we are able to successfully compete with these entities, this competition may affect the terms of completed transactions and, as a result, we may pay more or receive less favorable terms than we expected for potential acquisitions. We may not be able to identify operating companies that complement our strategy, and even if we identify a company that complements our strategy, we may be unable to complete an acquisition of such a company for many reasons, including:

Risks related to acquisition financing.

We have a limited amount of financial resources and our ability to make additional acquisitions without securing additional financing from outside sources is limited. In order to continue to pursue our acquisition strategy, we may be required to obtain additional financing. We may obtain such financing through a combination of traditional debt financing or the placement of debt and equity securities. We may finance some portion of our future acquisitions by either issuing equity or by using shares of our common stock for all or a portion of the purchase price for such businesses. In the event that our common stock does not attain or maintain a sufficient market value, or potential acquisition candidates are otherwise unwilling to accept our common stock as part of the purchase price for the sale of their businesses, we may be required to use more of our cash resources, if available, in order to maintain our acquisition program. If we do not have sufficient cash resources, we will not be able to complete acquisitions and our growth could be limited unless we are able to obtain additional capital through debt or equity financings. The terms of our credit facility require that we obtain the consent of our lenders prior to securing additional debt financing. There could be circumstances in which our ability to obtain additional debt financing could be constrained if we are unable to secure such consent.

To the extent we make any material acquisitions, our earnings may be adversely affected by non-cash charges relating to the amortization of intangible assets.

Under applicable accounting standards, purchasers are required to allocate the total consideration paid in a business combination to the identified acquired assets and liabilities based on their fair values at the time of acquisition. The excess of the consideration paid to acquire a business over the fair value of the identifiable tangible assets acquired must be allocated among identifiable intangible assets including goodwill. The amount allocated to goodwill is not subject to amortization. However, it is tested at least annually for impairment. The amount allocated to identifiable intangible assets, such as customer relationships and the like, is amortized over the life of these intangible assets. We expect that this will subject us to periodic charges against our earnings to the extent of the amortization incurred for that period. Because our business strategy focuses, in part, on growth through acquisitions, our future earnings may be subject to greater non-cash amortization charges than a company whose earnings are derived solely from organic growth. As a result, we may experience an increase in non-cash charges related to the amortization of intangible assets acquired in our acquisitions. Our financial statements will show that our intangible assets are diminishing in value, even if the acquired businesses are increasing (or not diminishing) in value.

We are not obligated to follow any particular criteria or standards for identifying acquisition candidates.

We are not obligated to follow any particular operating, financial, geographic or other criteria in evaluating candidates for potential acquisitions or business combinations. We will determine the purchase price and other terms and conditions of acquisitions. Our stockholders will not have the opportunity to evaluate the relevant economic, financial and other information that our management team will use and consider in deciding whether or not to enter into a particular transaction.

We may be required to incur a significant amount of indebtedness in order to successfully implement our acquisition strategy.

Subject to the restrictions contained under our current credit facilities, we may be required to incur a significant amount of indebtedness in order to complete future acquisitions. If we are not able to generate sufficient cash flow from the operations of acquired businesses to make scheduled payments of principal and interest on the indebtedness, then we will be required to use our capital for such payments. This will restrict our ability to make additional acquisitions. We may also be forced to sell an acquired business in order to satisfy indebtedness. We cannot be certain that we will be able to operate profitably once we incur this indebtedness or that we will be able to generate a sufficient amount of proceeds from the ultimate disposition of such acquired businesses to repay the indebtedness incurred to make these acquisitions.

We may experience difficulties in integrating the operations, personnel and assets of acquired businesses that may disrupt our business, dilute stockholder value and adversely affect our operating results.

A core component of our business plan is to acquire businesses and assets in the food distribution industry. There can be no assurance that we will be able to identify, acquire or profitably manage businesses or successfully integrate acquired businesses into the Company without substantial costs, delays or other operational or financial problems. Such acquisitions also involve numerous operational risks, including:

As a result, if we failDue to properly evaluatethe COVID-19 pandemic, related governmental actions closing non-essential businesses and execute any acquisitions or investments, our business and prospects may be seriously harmed.

Risk Factors Relatingencouraging individuals to HF Group’s Common Stock

A trading market for our common stock may not be sustainedstay home, and our common stock prices could decline.

Although our common stock is listed onconcerns about protecting the Nasdaq Capital Market under the symbol “HFFG”, an active trading market for the shareshealth and well-being of our common stock may not be sustained. Accordingly, no assurance can be given asstockholders and employees, the Board of Directors has determined to convene and conduct the following:

In addition, our common stock has experienced price and volume volatility over the past year. The market price and volume of our common stock may continue to experience fluctuations not only due to general stock market conditions but also due to government regulatory action, tax laws, interest rates, the condition of the U.S. economy and a change in sentiment in the market regarding our industry, operations or business prospects. In addition to other factors, the price and volume volatility of our common stock may be affected by:

If an active market is not maintained, or if our common stock continues to experience price and volume volatility, the market price of our common stock may decline.

Stockholders of a public company sometimes bring securities class action suits against the company following periods of instability in the market price of that company’s securities. If we were involvedAnnual Meeting on in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our results of operations and financial condition.

Furthermore, our ability to raise funds through the issuance of equity or otherwise use our common stock as consideration is impacted by the price of our common stock. A low stock price may adversely impact our ability to reduce our financial leverage, as measured by the ratio of total debt to total capital. Continued high levels of leverage or significant increases may adversely affect our credit ratings and make it more difficult for us to access additional capital. These factors may limit our ability to implement our operating and growth plans.

Zhou Min Ni beneficially owns approximately 31% of our outstanding common stock and has the ability to control our business and affairs, which may prevent us from taking actions that may be favorable to our other stockholders.

As of December 31, 2018, Zhou Min Ni, who is our Chief Executive Officer and Chairman of our board of directors, beneficially owned approximately 6,689,896 of our outstanding common stock, representing approximately 31% of the voting power of our capital stock. As a result, Zhou Min Ni has the ability to control all matters requiring approval by our stockholders, including the election and removal of directors and any proposed merger, consolidation or sale of all or substantially all of our assets. This concentration of ownership could have the effect of delaying, deferring or preventing a change in control of us or impeding a merger or consolidation, takeover or other business combination involving us that could be favorable to you.

Our current management does not have corporate governance experience, and we may need to recruit expertise on corporate governance and capital markets to comply with the regulations and communicate with the capital markets, which may increase our operating expenses.

Our current management doesn’t have experience in running a public company and conducting corporate governance required of a public company. It may take time for our management team to learn to comply with the reporting, disclosure and corporate governance requirements and listing standards of the Nasdaq Stock Market. We may need to recruit expertise on corporate governance and capital markets to comply with applicable regulations and communicate with the capital markets, which may increase our operating expenses.

We have identified material weaknesses in our internal control over financial reporting, which could affect our ability to ensure timely and reliable financial reports, affect the ability of our auditors to attest to the effectiveness of our internal controls should we become an accelerated filer in the future, and weaken investor confidence in our financial reporting.

The Sarbanes-Oxley Act of 2002 requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. Our management has concluded that (i) our internal controls over financial reporting were not effective as of December 31, 2018, (ii) there existed a material weaknesses in our internal control over financial reporting as of December 31, 2018, and (iii) our disclosure controls and procedures were not effective as of December 31, 2018.virtual meeting format at https://web.lumiagm.com/________________. Please see the discussion of these conclusions below under Item 9A. “Controls and Procedures” of our most recent Annual Report on Form 10-K filed with the SEC.

We believe we are taking appropriate actions to remediate such material weakness and inadequate disclosure controls and procedures; however, such measures may not be sufficient to address the material weaknesses identified or ensure that our disclosure controls and procedures are effective. We may also discover other material weaknesses in the future. Any failure to maintain or implement required new or improved controls, or any difficulties we encounter in the implementation of such controls, could cause us to fail to meet our periodic reporting obligations or result in material misstatements in our financial statements and affect the ability of our auditors to attest to the effectiveness of our internal control over financing reporting to the extent we become an accelerated filer in the future. In addition, substantial costs and resources may be required to rectify any internal control deficiencies. If we cannot produce reliable financial reports, investors could lose confidence in our reported financial information, the market price of our common stock could decline significantly, and our business and financial condition could be adversely affected.

We are not required to obtain an attestation report on our assessment of our internal control over financial reporting from an independent registered public accounting firm, which may cause investors to lose confidence in us and cause the price of our common stock to be negatively impacted.

Under rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are not required to obtain from our independent registered public accounting firm an attestation report on our assessment of our internal control over financial reporting, and we have not voluntarily sought such a report in the past. If we do not voluntarily seek to obtain an unqualified attestation report on our assessment of our internal control over financial reporting from our independent registered public accounting firm in the future, or if we seek to obtain such a report but our independent registered public accounting firm is unable to provide one to us, investors may lose confidence in us and the price of our common stock may be negatively impacted.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company”, as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.07 billion of revenues in a fiscal year, have more than $700 million in market value of our common stock held by non-affiliates as of any June 30 or issue more than $1.0 billion of non-convertible debt over a rolling three-year period.

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this exemption and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies.

Future sales of our common stock may cause our stock price to decline.

As of March 27, 2019, there were 22,167,486 shares of our common stock outstanding. Of this number, 2,137,653 shares of common stock were freely tradable without restriction, unless the shares are purchased by our affiliates. The remaining 20,029,833 shares of common stock were “restricted securities” as that term is defined under Rule 144 of the Securities Act. None of our directors, executive officers or employees, except Zhou Min Ni, are subject to lock-up agreements or market stand-off provisions that limit their ability to sell shares of our common stock. The sale of a large number of shares of our common stock, or the belief that such sales may occur, could cause a drop in the market price of our common stock.

If securities analysts do not publish, or cease publishing, research or reports about us, our business or our market, or if they change their recommendations regarding our stock adversely, the price of our common stock and trading volume could decline.

The trading market for our common stock could be influenced by any research and reports that securities or industry analysts publish about us, our business or our market. If one or more of the analysts who covers us downgrades our common stock or publishes inaccurate or unfavorable research about us, our business or our market, the price of our common stock would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause the price of our common stock and trading volume to decline.

We do not currently intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

We have not declared or paid dividends on our common stock and we do not intend to do so in the near term. We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your common stock in the near term, and capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

Provisions in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers.

Our amended and restated certificate of incorporation requires that, unless the company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the company to the company or the company’s stockholders, (iii) any action asserting a claim against the company, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law or our amended and restated certificate of incorporation or the bylaws, or (iv) any action asserting a claim against the company, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, (a) any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction, and (b) any action or claim arising under the Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended. This provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the company and its directors, officers, or other employees.

Risk Factors Relating to B&R Global’s Business

See the section titled “Risk Factors Relating to HF Group’s Business,” above, for a discussion of the risk factors that are also applicable to B&R Global’s business, as B&R Global and HF Group operate in the same industry.

Risk Factors Relating to the Business Combination

HF Group and B&R Global have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by HF Group, whether or not the Business Combination is completed.

HF Group and B&R Global expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, HF Group expects to incur approximately $[●] in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by HF Group if the Business Combination is completed or by HF Group if the Business Combination is not completed.

Following the Business Combination, the former stockholders of B&R Group will own a majority of our outstanding shares, meaning that if the former holders of B&R Group voted as a block, the current HF Group stockholders would not be able elect directors or take action that the former B&R stockholders did not approve.

After the Business Combination, HF Group’s current public shareholders will own approximately [●]% of HF Group, HF Group’s current directors, officers and affiliates will own approximately [●]% of HF Group, and the former stockholders of B&R Global will own approximately 58.1% of HF Group.  Because the former stockholders of B&R Group will own a majority of our outstanding shares, if the former holders of B&R Group voted as a block, the current HF Group stockholders would not be able elect directors or take action that the former B&R stockholders did not approve.

HF Group may waive one or more of the conditions to the Business Combination without resoliciting shareholder approval for the Business Combination.

HF Group may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The board of directors of HF Group will evaluate the materiality of any waiver to determine whether amendment of this proxy statement and resolicitation of proxies is warranted. In some instances, if the board of directors of HF Group determines that a waiver is not sufficiently material to warrant resolicitation of shareholders, HF Group has the discretion to complete the Business Combination without seeking further shareholder approval. For example, it is a condition to HF Group’s obligations to close the Business Combination that there be no restraining order, injunction or other order restricting B&R Global’s conduct of its business; however, if the board of directors of HF Group determines that any such order or injunction is not material to the business of B&R Global, then the board may elect to waive that condition and close the Business Combination.

If HF Group’s due diligence investigation of B&R Global was inadequate, then shareholders of HF Group following the Business Combination could lose some or all of their investment.

Even though HF Group conducted a due diligence investigation of B&R Global, it cannot be sure that this diligence uncovered all material issues that may be present inside B&R Global or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of B&R Global and its business and outside of its control will not later arise.

HF Group will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination to its shareholders.

HF Group is not required to obtain an opinion from an unaffiliated third party that the price it is paying is fair to its public shareholders from a financial point of view. Therefore, HF Group’s public shareholders must rely solely on the judgment of HF Group’s board of directors, and will not have an independent third party confirm that the transaction is fair to HF Group’s stockholders.  Without a fairness opinion, it is more likely that HF Group’s Board of Directors did not accurately determine the value of B&R and that HF Group is paying more for B&R Global that it should.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of HF Group’s securities may decline.

The market price of HF Group’s securities may decline as a result of the Business Combination if:

Accordingly, investors may experience a loss as a result of decreasing stock prices.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statementsinstructions in this proxy statement include, but are not limited to, statements regarding our disclosure concerning B&R Global’s operations, cash flows, financial position and dividend policy.

Forward-looking statements appear in a number of places in this proxy statement including, without limitation, in the sections entitled “Dividend Policy,” “Management’s Discussion and Analysis of Financial Conditions and Results of Operations of B&R Global,” and “B&R Global’s Business”. The risks and uncertainties include, but are not limited to:

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in “Risk Factors” in this proxy statement. Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this proxy statement. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this proxy statement or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports weProxy Statement. Stockholders will file from time to time with the Securities and Exchange Commission after the date of this proxy statement.

CAPITALIZATION

The following table sets forth the capitalization on an unaudited, historical basis of each of HF Group and B&R Global as of June 30, 2019 after giving effect to the Business Combination.

SPECIAL MEETING OF HF Group SHAREHOLDERS

General

We are furnishing this proxy statement to the HF Group shareholders as part of the solicitation of proxies by our board of directors for use at the special meeting of HF Group shareholders to be held on [●], 2019, and at any adjournment or postponement thereof. This proxy statement is first being furnished to our shareholders on or about [●], 2019 in connection with the vote on the Business Combination Proposal, the Amendment Proposals, the Nasdaq Proposal and the Business Combination Adjournment Proposal. This document provides you with the information you need to know toNOT be able to vote or instruct your vote to be cast atattend the special meeting.annual meeting in-person.

Date, Time and Place

The special meetingAll stockholders are invited to attend the meeting. Holders of shareholders will be held on [●], 2019 at [●] a.m., at [●], or such other date, time and place to which such meeting may be adjourned or postponed.

Purposerecord of the Special Meeting of HF Group Shareholders

At the special meeting of shareholders, we are asking holders of HF GroupCompany’s common stock to approve the following proposals:

Proposals 1 through 5 are sometimes collectively referred to herein as the “Proposals.”

Recommendation of HF Group’s Board of Directors

HF Group’s board of directors:

Record Date; Who is Entitled to Vote

We have fixedat the close of business on [●], 2019, as the “record date” for determining those HF Group shareholdersApril 20, 2020, are entitled to notice of, and to vote at, the special meeting. As

By Order of the Board of Directors

Zhou Min Ni

Chairman of the Board of Directors and Co-Chief Executive Officer

Greensboro, NC
April 29, 2020

TABLE OFCONTENTS [to be updated]

HF Foods Group Inc.
6001 W. Market Street
Greensboro, NC 27409

PROXYSTATEMENT

2020 Annual Meeting OFSTOCKHOLDERS

The enclosed proxy is solicited by the board of directors of HF Foods Group Inc. (the “Company,” “we” or “us”) for use at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Monday, June 15, 2020, at 1:00 p.m., Eastern Time, and at any continuation, adjournment or postponement thereof.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Who Can Attend andVote

Only holders of our common stock of record at the close of business on [●]April 20, 2020, the record date, are entitled to notice of and to vote at the Annual Meeting, and at any continuation(s), 2019, there were [●]postponement(s) or adjournment(s) thereof. As of the record date, [___________] shares of HF Groupour common stock, outstandingpar value $.0001 per share (“common stock”), were issued and entitled to vote. Each holderoutstanding. Holders of HF Groupour common stock isare entitled to one vote per share for each proposal presented at the Annual Meeting. The common stock does not have cumulative voting rights.

To participate in the virtual annual meeting, go to https://web.lumiagm.com/______________.

If you are a stockholder of record as of April 20, 2020, the record date for the annual meeting, you should click on each“I have a login,” enter the control number found on your proxy card or Notice of Internet Availability of Proxy Materials you previously received, and enter the password “___________” (the password is case sensitive).

If your shares are held in “street name” through a broker, bank or other nominee, in order to participate in the virtual annual meeting you must first obtain a legal proxy from your broker, bank or other nominee reflecting the number of shares of the Business Combination Proposal, the Amendment Proposals, the Nasdaq Proposal and the Business Combination Adjournment Proposal.

Quorum and Required Vote for Shareholder Proposals

A quorum of HF Group shareholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of HF Group shareholders if a majority of the HF GroupCompany’s common stock issued and outstanding and entitled to vote at the special meeting is represented in person or by proxy. Abstentions present in person and by proxy will count as present for the purposes of establishing a quorum but broker non-votes will not.

Approval of the Business Combination Proposal, the Nasdaq Proposal and the Business Combination Adjournment Proposal will require the affirmative vote of the holders of a majority of the issued and outstanding shares of HF Group common stock entitled to vote thereonyou held as of the record date, present in personyour name and email address. You then must submit a request for registration to American Stock Transfer & Trust Company, LLC: (1) by email to proxy@astfinancial.com; (2) by facsimile to 718-765-8730 or represented(3) by proxy at the special meeting,mail to American Stock Transfer & Trust Company, LLC, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219. Requests for registration must be labeled as “Legal Proxy” and approval of the Amendment Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock of HF Group. Abstentions present in person andbe received by proxy are considered present for the purposes of establishing a quorum but will have the same effect as a vote “AGAINST” all of the Proposals and, assuming a quorum is present, broker non-votes will haveAmerican Stock Transfer & Trust Company, LLC no effectlater than 5:00 p.m. Eastern time on the Business Combination Proposal and the Nasdaq Proposal, but will be the same as a vote against the Amendment Proposals._____________, 2020.

Voting Your Shares

Each share of HF Group common stock that you own in your name entitles you to one vote for each proposal on which such shares are entitled to vote at the special meeting. Your proxy card shows the number of shares of our common stock that you own.

There are two ways to ensure that your shares of HF Group common stock are voted at the special meeting:

You can cause your shares to be voted by signing and returning the enclosed proxy card. If you submit your proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by our board, “FOR” the adoption of the Business Combination Proposal, the Authorized Share Proposal, the Board Voting Proposal, the Nasdaq Proposal and the Business Combination Adjournment Proposal. Votes received after a matter has been voted upon at either of the special meetings will not be counted.

You can attend the special meetings and vote in person. We will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL (AS WELL AS THE OTHER PROPOSALS).

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

you may send another proxy card with a later date;

if you are a record holder, you may notify our corporate secretary in writing before the special meeting that you have revoked your proxy; or

you may attend the special meeting, revoke your proxy, and vote in person, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to voteare a registered holder, meaning that you hold our stock directly (not through a bank, broker or direct a vote in respect of your shares of our common stock,other nominee), you may call [•], ourvote during the virtual annual meeting by (a) visiting www.voteproxy.com and following the on screen instructions (have your proxy solicitor, at [•]card or Notice of Internet Availability of Proxy Materials available when you access the webpage), or HF Group at [•](b) calling toll-free 1-800-PROXIES (1-800-776-9437) in the U.S. or 1-718-921-8500 from foreign countries from any touch-tone phone and follow the instructions (have your proxy card or Notice of Internet Availability of Proxy Materials available when you call).

No Additional Matters May Be PresentedIf your shares are held in “street name” through a bank, broker or other nominee, in order to vote during the virtual annual meeting you must first obtain a “legal proxy” from your bank, broker or other nominee and register with American Stock Transfer & Trust Company, LLC as described above in order for you to participate in the virtual annual meeting. You then may vote by following the instructions provided to you by American Stock Transfer & Trust Company

Applicable stock exchange rules restrict when brokers who are record holders of shares may exercise discretionary authority to vote those shares in the absence of instructions from beneficial owners. Brokers are not permitted to vote on non-discretionary items such as director elections, executive compensation, and other significant matters absent instructions from the beneficial owner. As a result, if you are a street name stockholder, and you do not give voting instructions, the holder of record will not be permitted to vote your shares with respect to Proposal No. 1—Election of Directors, Proposal, No. 3—Advisory Vote on Executive Compensation, or Proposal No. 4—Amendment Proposal and your shares will be considered “broker non-votes” with respect to these proposals. Although any broker non-votes would be counted as present at the SpecialAnnual Meeting for purposes of determining a quorum, they will be treated as not entitled to vote with respect to each of Proposal Nos. 1, 3 and 4. If you are a street name stockholder, and you do not give voting instructions, the record holder will be entitled to vote your shares with respect to Proposal No. 2—Ratification of the Appointment of Friedman LLP as our Independent Registered Public Accounting Firm for the Year Ending December 31, 2019 in its discretion.

In the event that sufficient votes in favor of the proposals are not received by the date of the Annual Meeting, the Chairman of the Annual Meeting may adjourn the Annual Meeting to permit further solicitations of proxies.

This special meeting hasThe internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been called only to considerrecorded properly. Stockholders voting via the approval of the Business Combination. Under HF Group’s Amended and Restated Certificate of Incorporation, other than procedural matters incident to the conduct of the special meeting, no other mattersinternet should understand that there may be considered atcosts associated with electronic access. These charges include usage charges from internet access providers. The stockholder will bear the special meeting if they are not included in the noticecost of the special meeting.these charges.

Proxies and Proxy Solicitation Costs

We are soliciting proxies on behalf of our board of directors. This solicitation is being made by mail but also may be made by telephone or in person. HF Group and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement and proxy card. [•], a proxy solicitation firm that HF Group has engaged to assist it in soliciting proxies, will be paid its customary fee of approximately $[●] and out-of-pocket expenses.

HF Group will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. HF Group will reimburse them for their reasonable expenses.Procedural Matters

If you send in your completed proxy card,are a registered stockholder, you may still vote your shares in person if you revokeor submit a proxy to have your proxy before it is exercised at the special meeting.

THE BUSINESS COMBINATION PROPOSAL

The discussion in this proxy statementshares voted by one of the Business Combination and the principal terms of the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Merger Agreement. The full text of the Merger Agreement is attached hereto as Annex A, which is incorporated by reference herein.

General Description of the Business Combination

Business Combination with B&R Global; Business Combination Consideration

Merger Sub will merger with and into B&R Global, resulting in B&R Global becoming a wholly owned subsidiary of HF Group. The issuance of shares of HF Group to the post-Business Combination shareholders is being consummated on a private placement basis pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The aggregate value of the consideration to be paid by HF Group in the business combination is approximately $408,310,000 million (calculated as follows: 30,700,000 shares of common stock of HF Group to be issued to the B&R Global shareholders multiplied by $13.30 (the deemed value of the shares in the Merger Agreement)).

HF Group currently has authorized share capital of 31,000,000, shares consisting of 30,000,000 shares of common stock with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share.

After the Business Combination, HF Group’s current public shareholders will own approximately [●]% of HF Group, HF Group’s current directors, officers and affiliates will own approximately [●]% of HF Group, and the former stockholders of B&R Global will own approximately 58.1% of HF Group.

Assuming the Business Combination Proposal is approved, the parties to the transaction expect to close the Business Combination as soon as practicable after the special meeting.

Background of the Business Combination

Background of the Merger

As described herein, HF Group has continually sought to consolidate its market segment by acquiring competitors, including other distributors and wholesalers, to expand its business into untapped regions around the United States, with the goal of eventually growing into a nationwide foodservice distributor. On or about October 1, 2018, Zhou Min Ni, the CEO of HF Group, made an initial telephone call to Peter Zhang, the CEO of B&R Global, to discuss the possibility of a business combination between HF Group and B&R Global. Because of the business conducted by each of HF Foods and B&R, the similarity of size of the two companies, and the scope of their respective geographic markets (which are complementary and do not overlap), Mr. Ni considered B&R Global to be a unique target opportunity for HF Foods and did not seek other potential targets.

After initial discussions, the parties engaged in several follow up telephone discussions during the next two weeks to determine how best to proceed. HF Group began internal discussions among management regarding the notion of a business combination with B&R Global and what would be necessary to move forward. HF Group’s then CFO, Jian Ming Ni, met to discuss the matter with HF Group’s outside general counsel and longtime corporate counsel, David B. Puryear, Jr. and Robert J. Lingle (“HF Group General Counsel”), of the law firm of Puryear and Lingle, P.L.L.C.

On or about November 27, 2018, HF Group and B&R Global entered into a mutual nondisclosure agreement which would allow them to share confidential information in furtherance of considering a business combination. During the following weeks, the parties had numerous discussions and shared financial data allowing them to explore a preliminary formula for a merger, including merger structure and the consideration to be paid. The discussions included the parties’ intent for B&R Global to merge with HF Group and to calculate the consideration to be paid the B&R Global stockholders based upon the ratio of HF Group’s annual EBIDTA to B&R Global’s EBIDTA at the time of the merger.

The parties initially discussed the potential pricing for a transaction on or about October 29, 2018.  Mr. Ni and Mr. Zhang agreed to use 2017 EBITDA as the basis for the share issuance ratio.  For HF Group, the 2017 EBITDA was $14 million, and for B&R Global, the 2017 EBITDA was $21 million (estimated at the time).  Therefore, Mr. Ni proposed that HF Group issue to B&R Global's shareholders (pro rata based on their respective percentage ownership interests in B&R Global) 1.5 new shares of HF Group stock for every one share of then-outstanding HF Group common stock.  Therefore, on the agreed basis of approximately 20 million shares of HF Group stock outstanding, Mr. Ni proposed hat HF Group would to issue to B&R Global’s shareholders a total of 30 million shares of HF Group common stock.

On or about December 21, 2018, Zhou Min Ni and Peter Zhang developed a nonbinding term sheet regarding a possible business combination between HF Group and B&R Global, meant to serve as a letter of intent between the parties. The term sheet was discussed among HF Group’s management team and with the HF Group General Counsel on a number of occasions, and numerous considerations were discussed, including merger structure, consideration, procedures, timeline, and the engagement of specialized counsel.  This term sheet reflected consideration of 30 million shares of HF Group common stock in consideration for all of the outstanding shares of B&R Global.

On January 9, 2019, B&R Global engaged Friedman LLP (“Friedman”) as its auditor to audit its financial statements to be provided to HF Group in furtherance of negotiations.

On January 10, 2019, B&R Global engaged Musick, Peeler & Garrett LLP (“MPG”) as its legal counsel for the negotiation of the Merger Agreement with HF Group and consummation of the Business Combination.

Because B&R Global needed time to complete the audit of its financial statements, no significant negotiations or events took place between January 10, 2019 and April 15, 2019.

On April 15, 2019, HF Group engaged Loeb and Loeb LLP (“Loeb”) as its legal representative to perform legal due diligence, draft definitive agreements and prepare applicable securities filings relating to the Business Combination.

On May 3, 2019, Loeb circulated an internal draft of the Merger Agreement among HF Group management and HF General Counsel. The draft agreement was reviewed and various revisions were made.

On May 4, 2019, B&R Global began sharing due diligence documents with HF Group, after which the HF Group team and Loeb began conducting due diligence on B&R Global.

On May 14, 2019, Loeb distributed a draft of the Merger Agreement to B&R Global. Comments and revisions between the parties were exchanged on a number of occasions. Loeb also forwarded to B&R Global drafts of ancillary documents and exhibits as they were generated and approved, and the parties exchanged comments and revisions as to these documents on a number of occasions as well.

On May 18, 2019, the parties agreed to increase the merger consideration to 30.7 million shares of common stock of HF Food as a result of an additional subsidiary of B&R Global being included in the transaction.

An execution version of the Merger Agreement was prepared by Loeb on or about June 19, 2019. The next day, the HF Group Board of Directors (the “HF Group Board”) unanimously entered a consent resolution authorizing HF Group to enter into the Merger Agreement, which had been reviewed by the board in substantially final form, and approving all the terms and provisions thereof, declaring the advisability of the transactions contemplated by the Merger Agreement and finding that same were in the best interests of the HF Group shareholders.

On June 20, 2019, Loeb forwarded the final version of the Merger Agreement to B&R Global.

On June 21, 2019, B&R Global’s Board of Directors executed a unanimous written consent approving the terms and provisions of the Merger Agreement and authorizing B&R Global to enter into the Merger Agreement.

That same day, the Merger Agreement was formally executed by all parties.

HF Group filed a Current Report on Form 8-K with the SEC on June 25, 2019, which detailed the Merger Agreement and summarized the key terms of the deal.

On July 25, 2019, B&R Global’s auditor, Friedman, issued an audit report for B&R Global’s financial statements and footnotes for the two years ended December 31, 2017 and 2018.

The combined business will serve more than 10,000 restaurants in 21 states and had revenues in excess of $800 million in 2018. The closing of the Merger Agreement is subject to customary closing conditions and is expected to close in the third quarter of 2019.

HF Group’s Board’s Reasons for the Approval of the Merger

In the course of evaluating the Merger Agreement and the transactions contemplated thereby, including the issuance of HF Group common stock, the HF Group Board consulted with HF Group management and HF Group’s legal advisors and considered a number of factors in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the issuance of HF Group common stock, which included the following (not in order of relative importance):methods:

If your shares are held in street name, you will receive instructions from the holder of record that you must follow in order for your shares to be voted. Internet voting will also be offered to stockholders owning shares through most banks and brokers.

Quorum

The presence at the Annual Meeting in person, virtually or by proxy of holders of a majority of our common stock outstanding and entitled to vote at the Annual Meeting will constitute a quorum.

Required Vote, Abstentions and Broker Non-Votes

Only stockholders of record at the close of business on April 20, 2020 have the right to vote at the Annual Meeting. The proposals at the Annual Meeting will require the following votes:

A “withheld vote,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the proposal regarding the ratification of the selection of our independent registered public accounting firm, the proposal regarding the approval, on an advisory basis, of our executive compensation, or the proposal regarding the amendment to the Company’s certificate of incorporation, represents a stockholder’s affirmative choice to decline to vote on a proposal.

Generally, “broker non-votes” occur when shares held by a broker in street name for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of our independent registered public accounting firm, without instructions from the beneficial owner of those shares. As a result, we do not expect any broker non-votes in connection with the ratification of our independent registered public accounting firm.

Default Voting

A proxy that is properly completed and returned will be voted at the Annual Meeting in accordance with the instructions on the proxy. If you properly complete and return a proxy, but do not indicate any contrary voting instructions, your shares will be voted in accordance with the board’s recommendations, which are as follows:

The HF Board also considered various risks andIf any other potentially negative factors concerningbusiness properly comes before the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, including the issuance of HF Group common stock, which included the following factors:

The HF Group Board recognized that, in contrast with the management of a typical public corporation involved in a merger transaction, Mr. Ni’s future employment compensation is not dependent upon nor enhanced by the mere conclusion of the proposed Business Combination, in that he will receive no personal bonus nor any change of control compensation as a consequence of the proposed Business Combination. The board also considered Mr. Ni's personal stake in ensuring a fair value for all HF Group shareholders in negotiating the merger with B&R Global. For example,vote at the time of the negotiations with B&R Global, Mr. Ni personally owned 30.2% of the issued and outstanding shares of HF Group common stock; the trusts established for the benefit of Mr. Ni’s children owned an additional 36%; and, Mr. Ni’s sister-in-law owned an additional 6.3%. Thus, at the time of the negotiation of the merger consideration, Mr. Ni’s family had beneficial ownership of 72.5% of the issued and outstanding shares of HF Group common stock.  Under these unique circumstances, the board understood that Mr. Ni had and has a powerful incentive to assess and seek to obtain a fair value for the HF Group shareholders in the merger consideration offered to B&R Global shareholders.

The HF Group Board further noted that the proposed merger consideration offered, 30.7 million of HF Group shares, will result in B&R Global premerger shareholders owning approximately 58.1% of the outstanding shares of the post-merger combined business.  As against this consideration, the total assets of B&R at end of year 2018 ($123,168,090) would equal 59.7% of the combined total assets ($204,700,000) of the post-merger business. As another metric, the total revenue of B&R at year end 2018 ($526,974,506) would equal 64.5% of the combined businesses’ total revenue for the same period ($817,981,204). Finally, B&R Global year-end 2018 EBIDTA accounts for 63.3% of the combined businesses’ EBIDTA for 2018. Based on these metrics, the Board of Directors noted that the HF Group shareholders will retain ownership of a share of the combined business which exceeds the relative assets, revenue and earnings of HF Group as compared to B&R Global. Also relevant as a factor in the board’s consideration is that the board believes that these two companies are the two largest businesses in the US serving the niche market of supplying Chinese takeout restaurants. Mr. Ni and HF Group management, with lengthy experience in managing a near-identical enterprise in terms of target market, and with deep understanding of the reputation and scope of operations of B&R Global, are uniquely qualified to assess the value of B&R Global in relation to the proposed transaction. Given the foregoing, the board of directors concluded that little additional value would be added for HF Group as buyer by incurring the substantial additional transactional cost of obtaining an independent fairness opinion.

The above discussion of the factors considered by the HF Group Board is not intended to be exhaustive, but does set forth material factors considered by the HF Group Board in evaluating the Merger Agreement and the transactions contemplated thereby. In light of the wide variety of factors considered in connection with its evaluation of the Merger Agreement and the transactions contemplated thereby, including the issuance of HF Group common stock, and the complexity of these matters, the HF Group Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors, and individual directors may have held varied views of the relative importance of the factors considered. The HF Group Board viewed its position and recommendation as being based on an overall review of the totality of the information available to it and considered these factors in the aggregate to be favorable to, and to support, its determination regarding the Merger and the issuance of HF Group common stock.

This explanation of the HF Group Board’s reasons for approving the Merger and the other transactions contemplated by the Merger Agreement, including the issuance of HF Group common stock, and other information presented in this section is forward-looking in nature and should be read in light of the section of this proxy statement entitled “Special Note Regarding Forward-Looking Statements” beginning on page [23] of this proxy statement.

B&R Global’s historical financial results are shown in the following table:

Actual Financial Results

(dollars in millions)

(unaudited)

(1) Prior to January 1, 2019, 18 of the subsidiaries elected to be taxed as pass-through entities. B&R Global converted to a C corporation as of January 1, 2019. Pro forma net income attributable to B&R Global was calculated with consideration of the income tax effect as if all the B&R Global's subsidiaries were taxed as C Corporation since January 1, 2018.

For additional information on Adjusted EBITDA, see the section titled “Management/s Discussion and Analysis of Financial Condition and Results of Operations of B&R Group – Adjusted EBTIDA” beginning on page [70].

Recommendation of HF Group’s Board

After careful consideration, the HF Group Board determined that the Business Combination with B&R Global is in the best interests of HF Group and its shareholders. On the basis of the foregoing, HF Group’s board has approved and declared advisable the Business Combination with B&R Global and recommends that you vote or give instructions to vote “FOR” each of the Business Combination Proposal and the other proposals.

The board of directors recommends a vote “FOR” each of the Business Combination Proposal and the other proposals.

Anticipated Accounting Treatment

The Business Combination will be accounted for using the acquisition method of accounting under the provisions of Accounting Standards Codification 805, “Business Combinations”. HF Group will be considered the accounting acquirer.  The assets and liabilities and results of operations of B&R Global will be consolidated into the results of operations of HF Group as of the completion of the Business Combination.

Regulatory Approvals

The Business Combination and the other transactions contemplated by the Merger Agreement are not subject to any additional federal or state regulatory requirements or approvals, except for (1) the Hart-Scott Rodino Antitrust Improvements Act of 1976 and (2) filings with the State of Delaware necessary to effectuate the transactions contemplated by the Merger Agreement.

THE MERGER AGREEMENT

The following is a summary of the material provisions of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement. You are encouraged to read the Merger Agreement in its entirety for a more complete description of the terms and conditions of the Merger.

Business Combination with B&R Global; Merger Consideration

Upon the closing of the transactions contemplated in the Merger Agreement, HF Group will acquire 100% of the issued and outstanding securities of B&R Global, in exchange for 30,700,000 shares of HF Group Common Stock. We refer to this transaction as the “Business Combination.”

Representations and Warranties

In the Merger Agreement, B&R Global makes certain representations and warranties (with certain exceptions set forth in the disclosure schedules to the Merger Agreement) relating to, among other things: (a) proper corporate organization of B&R Global and its subsidiaries and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) absence of conflicts; (d) capital structure; (e) accuracy of charter and governing documents; (f) affiliate transactions; (g) required consents and approvals; (h) financial information; (i) absence of certain changes or events; (j) title to assets and properties; (k) material contracts; (l) insurance; (m) licenses and permits; (n) compliance with laws, including those relating to foreign corrupt practices and money laundering; (o) ownership of intellectual property; (p) employment and labor matters; (q) taxes and audits; (r) environmental matters; (s) brokers and finders; and (t) other customary representations and warranties.

In the Merger Agreement, HF Group makes certain representations and warranties relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) brokers and finders; (d) capital structure; (e) validity of share issuance; (f) SEC documents and financial statements; (g) certain business practices; (h) litigation; (i) money laundering laws and OFAC; and (h) corporate records.

Conduct Prior to Closing; Covenants

B&R Global has agreed to operate its business in the ordinary course prior to the closing of the Merger (with certain exceptions) and not to take certain specified actions without the prior written consent of HF Group.

HF Group has agreed to operate its business in the ordinary course prior to the closing of the Merger (with certain exceptions) and not to take certain specified actions without the prior written consent of B&R Global.

The Merger Agreement also contains certain customary covenants, including covenants relating to: (a) each party providing access to their books and records; (b) each party using their best efforts to complete the transactions contemplated by the Merger Agreement; and (c) B&R Global being required to deliver the financial statements required by HF Group to make applicable filings with the SEC.

Conditions to Closing

General Conditions

Consummation of the merger is conditioned on, among other things, (a) the absence of any order, stay, judgment or decree by any government agency; (b) the absence of any action brought by third-party non-affiliate to enjoin, modify, amend or prohibit the merger; and (c) the execution and delivery of the Additional Agreements as defined in the Merger Agreement.

B&R Global’s Conditions to Closing

The obligations of B&R Global to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above, are conditioned upon, among other things, each of the following:

HF Group’s Conditions to Closing

The obligations of HF Group to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above in the first paragraph of this section, are conditioned upon, among other things, each of the following:

Termination

The Merger Agreement may be terminated and/or abandoned at any time prior to the closing by:

Effect of Termination

In the event of termination and abandonment by either HF Group or B&R Global, all further obligations of the parties shall terminate.

Indemnification

B&R Global and its shareholders will jointly and severally indemnify HF Group for (a) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties and covenants of B&R Global, (b) any actions by any third parties with respect to the business (including breach of contract claims, violations of warranties, trademark infringement, privacy violations, torts or consumer complaints) for any period on or prior to the closing date (c) the violation of any laws in connection with or with respect to the operation of the business on prior to the closing date, (d) any claims by any employee of B&R Global with respect to any period or event occurring on or prior to the closing date, (e) the failure of B&R Global to pay any taxes or to file any tax return with respect to any pre-closing period, or (f) any sales, use, transfer or similar tax imposed on HF Group as a result of any transaction contemplated by the Merger Agreement. The indemnification shall survive for a period of 12 months following the closing. 5% of the considerationAnnual Meeting, your shares will be held in escrow for purposes of satisfying the indemnification obligations of the stockholders, with such shares being valuedvoted at the time of such indemnification payment at the volume weighted average closing price of HF Group common stock on NASDAQ for the 20 trading days prior to such indemnification payment date.

The arbitration and jury trial waiver provisions contained in Article 11 of the Merger Agreement would not apply to any claims brought under the federal securities laws.

The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the actual agreement, which is filed as Annex A hereto.

Escrow Agreement

In connection with the Merger, HF Group, B&R Global, Xiao Mou Zhang, as representative of the B&R Global stockholders, and [•], as escrow agent, will enter into an Escrow Agreement, pursuant to which HF Group shall deposit shares of HF Group common stock, representing 5% of the aggregate amount of shares to be issued to the B&R Global stockholders pursuant to the Merger, to secure the indemnification obligations of the B&R Global stockholders as contemplated by the Merger Agreement.

Tag-Along Agreement

In connection with the Merger, HF Group and the B&R Global stockholders will enter into a Tag-Along Agreement, which will provide the stockholders with tag-along rights in the event a stockholder signatory to the Tag-Along desires to sell his or her HF Group securities in a private transaction. The form of Tag-Along Agreement that was attached as an exhibit to the Merger Agreement is attached to this proxy statement as Annex B.

Registration Rights Agreement

In connection with the Merger, HF Group and the B&R Global stockholders will enter into a Registration Rights Agreement to provide for the registration of the common stock being issued to the B&R Global stockholders in connection with the Business Combination. The B&R Global stockholders will be entitled to “piggy-back” registration rights with respect to registration statements filed following the consummation of the Business Combination, as well as certain demand rights. HF Group will bear the expenses incurred in connection with the filing of any such registration statements. The form of Registration Rights Agreement that was attached as an exhibit to the Merger Agreement is attached to this proxy statement as Annex C.

Voting Agreement

In connection with the Merger, HF Group, B&R Global, and certain of the B&R Global stockholders will enter into a five year Voting Agreement, which will provide that, immediately after the closing of the Business Combination, (i) Zhou Min Ni, the current Chief Executive Officer of HF Group, shall serve as a director and the chairman of the board; (ii) Xiao Mou Zhang, the current Chief Executive Officer of B&R Global, shall serve as a director; (iii) Zhou Min Ni shall select one person to serve as an independent director, (iv) Xiao Mou Zhang shall select one person to serve as an independent director, and (v) Zhou Min Ni and Xiao Mou Zhang shall jointly select one person to serve as an independent director. The form of Voting Agreement that was attached as an exhibit to the Merger Agreement is attached to this proxy statement as Annex D.

Employment Agreements

In connection with the Merger, HF Group will enter into separate employment agreements with each of Xiao Mou Zhang, Ling Fang Yang and Sha J. Zhang.

THE AUTHORIZED SHARE PROPOSAL

Overview

In order to effectuate the transactions contemplated by the Merger Agreement, HF Group must increase its number of authorized shares of common stock. The board of directors has requested that HF Group’s stockholders authorize the issuance of up to [•] shares of common stock. If this proposal is not approved, the transaction with B&R Global will not be able to be consummated because HF Group will not have sufficient authorized shares to issue to the B&R Global stockholders in consideration of the Business Combination.

HF Group will need approximately [●] authorized shares of common stock to pay the initial consideration to the B&R Global stockholders at the closing of the Business Combination. By authorizing up to [●] shares, the combined company will have flexibility to execute its business plan by having an adequate number of authorized but unissued shares of common stock available to facilitate potential equity financings, acquisitions, business combinations, stock dividends, stock options, stock splits, recapitalizations and other general corporate purposes, without the expense or delay attendant in seeking stockholder approval at a special or annual meeting at a time when such shares would be needed (except as may be required by law or by any stock exchange on which our securities may then be listed).

If stockholder approval is not obtained for the Authorized Share Proposal, we will not complete the Business Combination because stockholder approval of the Authorized Share Proposal is a condition to completion of the Business Combination and because we do not currently have a sufficient number of authorized shares to consummate the Business Combination.

We do not have any arrangements, commitments or understandings to issue any shares of our capital stock except in connection with the Business Combination, the 2018 Equity Incentive Plan and our currently outstanding warrants.

While it may be deemed to have potential anti-takeover effects, this proposal to increase our authorized common stock and preferred stock is not prompted by any specific effort or takeover threat currently perceived by management.

Required Vote

Approval of the Authorized Share Proposal requires the affirmative votediscretion of the holders of the proxy. The board knows of no matters, other than those previously stated herein, to be presented for consideration at the Annual Meeting.

How to Revoke

Any person giving a majorityproxy in the form accompanying this proxy statement has the power to revoke it at any time before its exercise. The proxy may be revoked by filing with the Secretary of the Company an instrument of revocation or a duly executed proxy bearing a later date, or by electing to vote by telephone or internet. The mere presence at the Annual Meeting of the person appointing a proxy does not, however, revoke the appointment. If your shares of HF Group common stock.are held in “street name” through a bank, broker or other nominee, any changes need to be made through them. Your last vote will be the vote that is counted.

Board RecommendationExpenses of Solicitation

We will bear all costs incurred in the solicitation of proxies, including the preparation, printing and mailing of the Notice of Annual Meeting of Stockholders, proxy statement and the related materials. In addition to solicitation by mail, our directors, officers and employees may solicit proxies personally or by telephone, e-mail, facsimile or other means, without additional compensation.

Stockholder List

A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at our headquarters located at 6001 W. Market Street, Greensboro, NC 27409 beginning __________, 2020, during normal business hours for examination by any stockholder registered on our stock ledger as of the record date for any purpose germane to the Annual Meeting.

Householding/Delivery of Documents to Stockholders

The boardSEC rules permit registrants to adopt a procedure called “householding.” Under this procedure, stockholders of directors recommendsrecord who have the same address and last name will receive only one set of proxy materials, unless one or more of these stockholders notifies the registrant that they wish to continue receiving individual sets. This procedure reduces printing costs and postage fees incurred by the registrant.

We have not adopted this householding procedure with respect to our record holders; however, a vote “FOR” adoptionnumber of brokerage firms have instituted householding which may impact certain beneficial owners of our common stock. If your family has multiple accounts by which you hold common stock, you may have received a householding notification from your broker. Please contact your broker directly if you have any questions, require additional copies of the Authorized Share Proposal.proxy materials, or wish to revoke your decision to household, and thereby receive multiple sets. Those options are available to you at any time.

Beginning on or about April 29, 2020, we will mail to our stockholders our Annual Report on Form 10-K for the year ended December 31, 2019, which includes our audited consolidated financial statements, together with these proxy materials.

THE BOARD VOTING PROPOSALPRINCIPAL STOCKHOLDERS

Overview

HF Group and B&R Global agreed to amend HF Group’s certificate of incorporation in connection with the Business Combination in order to insure that the management teams of both companies will share power of the combined company following the Business Combination.

The amendment contemplated by the Board Voting Proposal requires that certain actions of the Board of Directors require a two-thirds vote of the Board of Directors to approve.  These provisions are being added to insure that at least one director from both HF Foods and B&R Global will be required to take the specified actions.  In addition to the foregoing, the amendment will remove certain provisions that are no longer applicable to HF Group, and clarify that the forum selection clause in Article Eighth does not apply to actions brought under the federal securities laws.

Comparison of Current Certificate of Incorporation to Proposed Certificate of Amendment to Amended and Restated Certificate of Incorporation, in Connection with the Amendment ProposalsCommon Stock

The following table sets forth, a summaryas of April 20, 2020, information with respect to the change proposedsecurities holdings of all persons that we, pursuant to filings with the SEC and our stock transfer records, have reason to believe may be made betweendeemed the beneficial owner of more than 5% of our Current Certificate of Incorporation and the Proposed Certificate of Amendment to our Amended and Restated Certificate of Incorporation if the Amendment Proposals are approved.

Stockholder approval of the Board Voting Proposal is a condition to completion of the Business Combination.

Required Vote

Approval of the Board Voting Proposal requires the affirmative vote of the holders of a majority of the shares of HF Group common stock.

Board Recommendation The following table also sets forth, as of such date, the beneficial ownership of our common stock by all of our current officers and directors, both individually and as a group.

The boardbeneficial owners and amount of directors recommends a vote “FOR” adoption ofsecurities beneficially owned have been determined in accordance with Rule 13d-3 under the Board Voting Proposal.

THE NASDAQ PROPOSAL

BackgroundExchange Act and, Overview

Under the terms of the Merger Agreement, HF Group is required to issue more than 20% of its issued and outstandingin accordance therewith, include all shares of our common stock tothat may be acquired by such beneficial owners within 60 days of April 20, 2020 upon the B&R Global stockholders. Becauseexercise or conversion of the issuance of in excess of 20% of the outstanding shares of common stock of HF Group, we are required to obtain stockholder approval in order to comply with Nasdaq Listing Rules 5635(a) and (d).

Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (A) such securities have,any options, warrants or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securitiesother convertible into or exercisable for common stock); or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number ofsecurities. This table has been prepared based on ________________ shares of common stock outstanding before the issuance of the stock or securities.on April 20, 2020.

Under Nasdaq Listing Rule 5635(d), stockholder approval is required for a transaction other*Less than a public offering involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the greater of book or market value of the stock if the number of shares of common stock to be issued is or may be equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance.

Effect of Proposal on Current Stockholders

If the Nasdaq Proposal is adopted, HF Group would issue shares representing more than 20% of its outstanding common stock in connection with the Business Combination. The issuance of such shares would result in significant dilution to the HF Group stockholders and would afford such stockholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of HF Group.

If the Nasdaq Proposal is not approved and we consummate the Business Combination on its current terms, HF Group would be in violation of Nasdaq Listing Rule 5635(a) and potentially Nasdaq Listing Rule 5635(d), which could result in the delisting of our securities from the Nasdaq Capital Market. If Nasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences, including:

one percent.

Required Vote

PROPOSAL 1: ELECTION OF DIRECTORS

ApprovalOur board of directors is presently comprised of five members who hold office until each director’s successor is elected and qualified, or until such director’s earlier resignation or removal. Each nominee for director has been nominated for a one-year term to serve until the 2021 Annual Meeting of Stockholders and until their successors are elected and have qualified.

Our independent directors have recommended Zhou Min Ni, Xiao Mou Zhang, Xi Lin, Dr. Hong Wang, and Zhehui Ni, as nominees to our board of directors. If elected at the Annual Meeting, each of the Nasdaq Proposal requiresnominees except Ms. Zhehui Ni would serve until the affirmative vote2021 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. We previously reported that, on March 11, 2020, Ms. Zhehui Ni notified us that she is resigning her position as Director of the holders of a majorityCompany, effective June 30, 2020, due to personal and professional obligations. In addition, on March 19, 2020, we reported that Russell T. Libby accepted the appointment of the sharesCompany’s Board of HF Group common stock represented in person orDirectors, effective July 1, 2020, to fill the vacancy on the Board of Directors created by proxythe resignation of Ms. Zhehui Ni. Once appointed, Mr. Libby will serve until the next annual election of directors and until his successor is elected and qualified. Therefore, even though she will be elected at the special meeting of HF Group stockholders2020 Annual Meeting, she will no longer be a director effective June 30, 2020, and entitledMr. Libby will take her place beginning July 1, 2020. Mr. Libby is unable to vote thereon.

Board Recommendationbecome our director prior to July 1, 2020 due to certain contractual obligations.

The nominees have consented to being nominated and have expressed their intention to serve if elected. Except as described above, we have no reason to believe that the nominees will be unable to serve if elected to office and, to our knowledge, the nominees intend to serve the entire term for which election is sought. In the event any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the board of directors recommends a vote “FOR” adoption ofor the Nasdaq Proposal.

THE BUSINESS COMBINATION ADJOURNMENT PROPOSAL

Purpose of the Business Combination Adjournment Proposal

In the event there are not sufficient votes for, or otherwise in connection with, the adoption of the Merger Agreement and the transactions contemplated thereby, the HF Group board of directors may adjournelect to reduce its size. Only the special meeting to a later date,nominees or dates, if necessary, to permit further solicitation of proxies.

Required Vote

Approval ofsubstitute nominees designated by the Business Combination Adjournment Proposal requires the affirmative vote of the majority of the holders of HF Group common stock as of the record date represented in person or by proxy at the special meeting of HF Group shareholders and entitled to vote thereon. Adoption of the Business Combination Adjournment Proposal is not conditioned upon the adoption of any of the other proposals.

Board Recommendation

The board of directors recommends a vote “FOR” adoption ofwill be eligible to stand for election as directors at the Business Combination Adjournment Proposal.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA OF B&R GLobal holdings, Inc.  Annual Meeting.

The following table sets forth selected historical financial information derived from B&R Global’s audited consolidated financial statementsNominees for the years ended December 31, 2018 and 2017, and for eachBoard of the three and six month periods ending June 30, 2019 and June 30, 2018 has been derived from B&R Global’s unaudited condensed consolidated financial statements for such periods, which are included elsewhere in this proxy statement.

The information is only a summary and should be read in conjunction with B&R Global’s consolidated financial statements and related notes, and “B&R Global Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement are not indicative of the future performance of B&R Global or HF Group.

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

HF Group is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the transactions.

The following unaudited pro forma condensed combined balance sheet as of June 30, 2019 combines the unaudited historical condensed consolidated balance sheet of HF Group as of June 30, 2019 with the unaudited historical condensed consolidated balance sheet of B&R Global as of June 30, 2019, giving effect to the transactions as if they had been consummated as of that date.

The following unaudited pro forma condensed combined income statement for the year ended December 31, 2018 combines the audited historical consolidated statement of income of HF Group for the year ended December 31, 2018 with the audited historical consolidated statement of income of B&R Global for the year ended December 31, 2018, giving effect to the transactions as if they had been consummated as of January 1, 2018.

The historical financial information has been adjusted to give effect to pro forma events that are related and/or directly attributable to the transactions, are factually supportable and are expected to have a continuing impact on the combined results. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the transactions.

The historical financial information of B&R Global was derived from the audited consolidated financial statements of B&R Global for the year ended [December 31, 2018] included elsewhere in this proxy statement. The historical financial information of HF Group was derived from the audited financial statements of HF Group for the year ended [December 31, 2018] included elsewhere in this proxy statement. This information should be read together with B&R Global’s and HF Group’s audited financial statements and related notes, “B&R Global Management’s Discussion and Analysisof Financial Condition and Results of Operations,” “Other Information Related to HF Group — HF Group’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. HF Group and B&R Global have not had any historical relationship prior to the transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

HF Group will be considered the accounting acquirer.  The assets and liabilities and results of operations of B&R Global will be consolidated into the results of operations of HF Group as of the completion of the Business Combination.

(1) Equivalent pro forma net earnings per share for the six months ended June 30, 2019 was calculated by multiplying the share exchange ratio between HF Group and B&R Global (approximately 4.6/1=30,700,000/6,665,516) by pro forma net income per share. Equivalent pro forma net earnings per share for the year ended December 31, 2018 was calculated by multiplying the share exchange ratio between HF Group and B&R Global (approximately 4.6/1=30,700,000/6,622,093) by pro forma net income per share.

(2) Prior to January 1, 2019, 18 of the subsidiaries of B&R Global elected to be taxed as pass-through entities. B&R Global converted to C corporation as of January 1, 2019. Pro forma net income attributable to common stockholders of B&R Global was calculated with consideration of the income tax effect as if all of the subsidiaries were taxed as C Corporation since January 1, 2018.        

See pro forma condensed combined financial statements and related notes in “Unaudited Pro Forma CondensedCombined Financial Statements” included elsewhere in this proxy statement.

COMPARATIVE PER SHARE DATA

The following table sets forth the per share data of HF Group for the three months ended June 30, 2019 and the year ended December 31, 2018 on a stand-alone basis, and the unaudited pro forma combined per share ownership information of HF Group and B&R Global after giving effect to the transactions.

This information is only a summary and should be read together with the selected historical financial information summary included elsewhere in this proxy statement, and the historical financial statements of HF Group and B&R Global and related notes that are included elsewhere in this proxy statement. The unaudited HF Group and B&R Global pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of HF Group and B&R Global would have been had the companies been combined during the period presented.