Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 22, 2021, the Board of Directors of HF Foods Group, Inc. (the
"Company") approved the terms of a Separation Agreement pursuant to which Zhou
Min Ni has voluntarily resigned from his position as co-Chief Executive Officer
and director and any position he holds with any of the Company's subsidiaries,
effective February 23, 2021 ("Separation Date"). The Company will provide Mr. Ni
with payment of his wages through March 31, 2021.
In consideration for a general release of claims in favor of the Company, the
Separation Agreement provides that (a) if Mr. Ni timely elects COBRA
continuation coverage under the Company's group health plans, then, following
the Separation Date, the Company will pay the COBRA premiums for his (and his
dependents') health insurance through COBRA at the contribution level in effect
on the Separation Date until the earliest of: (1) the date that is twelve (12)
months after the Separation Date; (2) the date Mr. Ni becomes eligible for
health insurance coverage from a new employer; or (3) the date Mr. Ni is no
longer eligible to continue coverage under COBRA; and (b) to the extent Mr. Ni
incurs expenses traveling anywhere for any purposes requested by the Company,
the Company will reimburse Mr. Ni for all such costs he incurs, including costs
related to private car transport or first class air travel.
In addition, the Separation Agreement amends certain terms of the Voting
Agreement by and between the Company, Mr. Ni and certain other parties, whereby,
Mr. Ni agrees on behalf of himself and the other parties related to him and
which he controls, that the provisions of Sections 2.1(b) (naming Mr. Ni to the
Board as the Company Designee), (d) (allowing Mr. Ni to designate the Company
Independent Designee) and (e) (allowing Mr. Ni to join in the nomination of the
Joint Independent Designee) and 2.4 (requiring Mr. Ni to be named to the
position of Co-Chief Executive Officer) of the Voting Agreement (as it relates
only to Mr. Ni and not Mr. Zhang) are no longer applicable or enforceable.
On February 23, 2021, Peter Zhang became the sole Chief Executive Officer of the
Company (he was previously co-Chief Executive Officer). In connection with Mr.
Zhang's promotion, the Company increased his base salary to $600,000 from
$400,000.
On February 22, 2021, the Board of Directors of the Company appointed Russell
Libby as the new Chair of the Company's Board of Directors. Mr. Libby has served
as a member of the Board of Directors since July 1, 2020. In connection with Mr.
Libby's appointment as Chair of the Board of Directors, he received an increase
in his annual retainer of $25,000.
The Company issued a press release on February 25, 2021, reporting the
information set forth above. A copy of the press release is attached hereto as
Exhibit 10.1.
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HF FOODS GROUP INC. 
