Investors in Qidian LLC / SPV Promissory Notes May Have Legal Claims 

Investors who purchased promissory notes or membership interests in special purpose vehicles (“SPVs”) offered by Virginia-based Qidian, LLC (“Qidian”) and its affiliated entities may have legal claims. 

Qidian’s founder and sole principal, Bin Hao (“Hao”), held Qidian out as a “High-Tech Real Estate Investment & Financing company,” and on that premise persuaded at least 67 investors from 17 states to pour approximately $10.3 million into a fraudulent Ponzi scheme. 

From at least January 2017 to as late as 2021, Qidian and Hao offered and sold promissory notes and membership interests in various SPVs to investors, promising high annual return rates of 8% to 25%, to facilitate providing loans to a Miami-based real estate company.  Hao represented to investors that their investments were low risk and carried various guarantees, including a “project completion guarantee,” “principal guaranteed,” and “return guaranteed.” 

Hao reportedly solicited investors through pre-existing relationships within the Chinese-American community of Northern Virginia and Maryland, as well as through word-of-mouth referrals from other investors.  In total, the scheme allegedly raised money from investors across at least 17 states. 

The SEC’s Charges 

On September 28, 2023, the Securities and Exchange Commission (the “SEC”) commenced a civil action against Bin Hao and Qidian in the United States District Court for the Southern District of Florida, alleging that they fraudulently raised approximately $10.3 million through an unregistered securities offering.  The SEC’s complaint alleged that starting in January 2019, the Miami real estate company ceased making nearly all interest payments to Qidian.  Nevertheless, Hao and Qidian allegedly continued to solicit new investors, raising at least $10.3 million while misrepresenting that Qidian was using investor proceeds to invest in real estate ventures to generate “guaranteed” annual investment returns, and failing to disclose the Miami company’s deteriorating financial condition. 

The SEC complaint (accessible below) further alleges that: 

• Qidian and Hao used more than $2.3 million of new investor money to pay prior investors’ interest in a Ponzi-like fashion; 
• Hao misappropriated at least $793,267 of investor funds for his personal expenses, including cash withdrawals, credit card payments on his Chase Bank, American Express, and Citibank accounts, BMW lease payments, and mortgage payments; and 
• Defendants transferred $733,217 to three separate accounts in China, none of which are linked to known investors. 

The complaint charged Hao and Qidian with violating the antifraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.  The SEC’s investigation was part of the Miami Regional Office’s Fraud Against Minority Groups Initiat

SEC Obtains Final Judgment 

On March 5, 2026, the U.S. District Court for the Southern District of Florida entered a Final Judgment against Bin Hao.  Without admitting or denying the allegations in the complaint, Hao consented to the judgment, which includes: 

• A permanent injunction barring Hao from future violations of the federal securities laws; 
• An officer-and-director bar prohibiting him from serving as an officer or director of any public company; 
• Disgorgement of $1,526,484 in ill-gotten gains plus prejudgment interest of $475,201; and 
• A civil penalty of $236,451 — for a total payment obligation to the SEC of $2,238,136. 

The Final Judgment also includes a bankruptcy nondischargeability provision.  Under Section 523(a)(19) of the Bankruptcy Code, the amounts owed under the judgment are deemed debts arising from violations of the federal securities laws and cannot be discharged in Hao’s pending bankruptcy proceeding. 

Bankruptcy Proceedings 

Hao filed for bankruptcy protection in April 2022 in the Eastern District of Virginia.  In May 2023, the bankruptcy court denied Hao a discharge, finding that Hao failed to satisfactorily explain the loss of millions of dollars in investor funds.  The court also found that Hao had made material misstatements in his bankruptcy filings by failing to disclose cryptocurrency accounts at Coinbase and Kraken, a PayPal account, a Citizens Bank account, and a 50% ownership interest in a construction company.  In a related adversary proceeding, Hao invoked his Fifth Amendment right against self-incrimination when asked whether investor quarterly payments were being funded by new investor money and the court drew a negative inference from that refusal. 

Scale of Alleged Losses 

In total, Qidian allegedly provided at least $26 million in funding to the Miami-based real estate company for various projects.  Hao’s own bankruptcy schedules reflect potential investor claims exceeding $41 million.  Separately, Metronomics Holdings, LLC — the primary real estate developer — listed a debt to Qidian of over $51 million in its own bankruptcy filings in the Southern District of Florida, suggesting the true scope of investor losses may be significantly larger.

Contact Us 

Investors who wish to discuss a possible claim involving Qidian, Bin Hao, or other persons, including any sales agents who may have solicited an investment, may contact Law Office of Christopher J. Gray, P.C. at (866) 966-9598 or via email at newcases@investorlawyers.net for a no-cost, confidential consultation.  The firm has handled numerous cases involving securities and commodities, both in state and federal court and in arbitration.  Attorneys at the firm are admitted in New York, Wisconsin and various federal courts around the country, and handle cases nationwide.