Item 1.02. Termination of A Material Definitive Agreement.

On April 1, 2020, HF Foods Group Inc. (the "Company") entered into a Mutual Rescission Agreement with certain of its shareholders (the "Rescinding Shareholders"), to rescind ab initio and terminate a Tag-Along Agreement entered into in connection with the Merger Agreement dated as of June 21, 2019, by and among the Company, 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 the stockholders. The Tag-Along Agreement provided the Rescinding Shareholders with tag-along rights in the event a shareholder signatory to the Tag-Along Agreement desired to sell his or her HF Group securities in a private transaction, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that would have transferred, in whole or in part, any of the economic consequences of ownership of such shares, or entered into any transaction, swap, hedge or other arrangement, or engage in any short sales with respect to any security of the Company. The foregoing description of the Mutual Rescission Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Mutual Rescission Agreement, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d)         Exhibits




Exhibit No.                                Description
                Form of Mutual Rescission Agreement between HF Group and Rescinding
   10.1       Shareholders dated April 1, 2020

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