HLP / Hongli Group Inc. - Документы SEC, Годовой отчет, Доверенное заявление

As filed with the Securities and Exchange Commission on August 19, 2025

As filed with the Securities and Exchange Commission on August 19, 2025 Registration No.

CALCULATION OF FILING FEE TABLES Hongli Group Inc. Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES F-3 Hongli Group Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Ordinary Shares, $0

As filed with the Securities and Exchange Commission on August 8, 2025

As filed with the Securities and Exchange Commission on August 8, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Hongli Group Inc. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Hongli Group Inc. (Exact name of registrant as specified in its charter) No. 777, Daiyi Road, Changle County, Weifang City, Shandong Province, China, 262400. (Address of Principal Exe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Hongli Group Inc. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Hongli Group Inc. (Exact name of registrant as specified in its charter) No. 777, Daiyi Road, Changle County, Weifang City, Shandong Province, China, 262400. (Address of Principal Exe

Hongli Group Inc.

Exhibit 99.1 Hongli Group Inc. – Nasdaq Minimum Bid Price Non-Compliance WEIFANG, CHINA, July 15, 2025 (GLOBE NEWSWIRE) - Hongli Group Inc. (the “Company”) (Nasdaq: HLP) today announced that on July 10, 2025, it received a deficiency letter (the “Notice”) from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”). The Notice informed the Company that,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Hongli Group Inc. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Hongli Group Inc. (Exact name of registrant as specified in its charter) No. 777, Daiyi Road, Changle County, Weifang City, Shandong Province, China, 262400 (Address of Principal Exec

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jie Liu, certify that: 1. I have reviewed this annual report on Form 20-F of Hongli Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the ci

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 15.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-278321) and Form F-3 (File No. 333-284050) of our report dated May 12, 2025, with respect to the consolidated financial statements of Hongli Group Inc. (the “Company”) as of December 31, 2024 and 2023, and for each of the

Consent of Ogier (Cayman) LLP Consent Letter

Exhibit 15.1 Consent of Ogier (Cayman) LLP Consent Letter May 12, 2025 To: Hongli Group Inc. No. 777, Daiyi Road, Changle County, Weifang City, Shandong Province, China, 262400. Dear Sir/Madam, We hereby consent to the references to our firm’s name in Hongli Group Inc.’s annual report on Form 20-F for the year ended December 31, 2024 (the “Annual Report”), which will be filed with the Securities a

Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Hongli Group Inc. (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jie Liu, Chief Executive Officer of the Company, certify, pursuant to

Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Xiangmei Zeng, certify that: 1. I have reviewed this annual report on Form 20-F of Hongli Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of

Beijing Dacheng Law Offices, LLP (Shanghai) Consent Letter

Exhibit 15.2 Beijing Dacheng Law Offices, LLP (Shanghai) Consent Letter May 12, 2025 To: Hongli Group Inc. No. 777, Daiyi Road, Changle County, Weifang City, Shandong Province, China, 262400. Dear Sir/Madam, We hereby consent to the references to our firm’s name in Hongli Group Inc.’s annual report on Form 20-F for the year ended December 31, 2024 (the “Annual Report”), which will be filed with th

Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Hongli Group Inc. (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xiangmei Zeng, Chief Financial Officer of the Company, certify, pursu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR  ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Hongli Group Inc. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Hongli Group Inc. (Exact name of registrant as specified in its charter) No. 777, Daiyi Road, Changle County, Weifang City, Shandong Province, China, 262400 (Address of Principal Exe

Investment Framework Agreement

Exhibit 10.1 Investment Framework Agreement Party A: Zhongke Hongyuan (Beijing) Holding Co. Ltd. Unified Social Credit Code: 91110114MAD10DUC69 Party B: Shandong Xiangfeng Heavy Industry Co., Ltd. Unified Social Credit Code: 91370700MA3WKF2631 The parties hereto have entered into this agreement for mutual compliance in connection with the investment in the field of the Xuzhou Plant Project after e

Up to 60,000,000 Ordinary Shares HONGLI GROUP INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-284050 PROSPECTUS Up to 60,000,000 Ordinary Shares HONGLI GROUP INC. This prospectus relates to the resale, from time to time, by the selling shareholders (the “Selling Shareholders”) identified in this prospectus under the caption “Selling Shareholders,” of up to 60,000,000 ordinary shares, par value $0.0001 per share (the “ordinary shares”),

Hongli Group Inc. No. 777, Daiyi Road, Changle County, Weifang City, Shandong Province, China, 262400

Hongli Group Inc. No. 777, Daiyi Road, Changle County, Weifang City, Shandong Province, China, 262400 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street NE Washington, D.C. 20549 Attention: Matthew Derby Re: Hongli Group Inc. Registration Statement on Form F-3 File No. 333-284050 Filed January 27, 2025 Dear Mr. Derby: Pursuant to Rul

As filed with the Securities and Exchange Commission on January 24, 2025

As filed with the Securities and Exchange Commission on January 24, 2025 Registration No.

Hongli Group Inc. No. 777, Daiyi Road, Changle County, Weifang City Shandong Province, China, 262400

Hongli Group Inc. No. 777, Daiyi Road, Changle County, Weifang City Shandong Province, China, 262400 VIA EDGAR January 24, 2025 Mr. Matthew Derby Division of Corporation Finance Office of Technology U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Hongli Group Inc. (CIK No. 0001855557) Response to the Staff’s Comments on Registration Statement on Form F-3 Filed Dec

Calculation of Filing Fee Tables (Form Type) Hongli Group Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables F-3 (Form Type) Hongli Group Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be paid Equity Ordi

As filed with the Securities and Exchange Commission on December 26, 2024

As filed with the Securities and Exchange Commission on December 26, 2024 Registration No.

HLP / Hongli Group Inc. / Jiang Zhicheng - SCHEDULE 13G Passive Investment

SC 13G 1 ea022416901-13gjianghongli.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Hongli Group Inc. (Name of Issuer) ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G4594M108 (CUSIP Number) Zhicheng Jiang c/o Hongli Group Inc., No. 777, Daiyi Road, Changle County, Weifang C

HLP / Hongli Group Inc. / Pau Hung To - SCHEDULE 13G Passive Investment

SC 13G 1 ea022416902-13ghungtohongli.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Hongli Group Inc. (Name of Issuer) ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G4594M108 (CUSIP Number) PAU, Hung To c/o Hongli Group Inc., No. 777, Daiyi Road, Changle County, Weifang Ci

HLP / Hongli Group Inc. / Zhang Huizhi - SCHEDULE 13G Passive Investment

SC 13G 1 ea022416903-13gzhanghongli.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Hongli Group Inc. (Name of Issuer) ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G4594M108 (CUSIP Number) Huizhi Zhang c/o Hongli Group Inc., No. 777, Daiyi Road, Changle County, Weifang Cit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Hongli Group Inc. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Hongli Group Inc. (Exact name of registrant as specified in its charter) No. 777, Daiyi Road, Changle County, Weifang City, Shandong Province, China, 262400. (Address of Principal

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 13, 2024, between Hongli Group Inc., a Cayman Islands exempted company (the “Company”), and each purchaser identified in Exhibit A and on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject t

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 13, 2024, by and among Hongli Group Inc., a Cayman Islands exempted company (the “Company”), and each purchaser identified in Exhibit A and on the signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”). WHEREAS: A.    Pursuant to the Securities Purchase Agreem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Hongli Group Inc. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Hongli Group Inc. (Exact name of registrant as specified in its charter) No. 777, Daiyi Road, Changle County, Weifang City, Shandong Province, China, 262400. (Address of Principal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Hongli Group Inc. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Hongli Group Inc. (Exact name of registrant as specified in its charter) No. 777, Daiyi Road, Changle County, Weifang City, Shandong Province, China, 262400. (Address of Principal

HONGLI GROUP INC. CONDENSED CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 HONGLI GROUP INC. CONDENSED CONSOLIDATED BALANCE SHEETS June 30, December 31, 2024 2023 ASSETS (Unaudited) Current assets: Cash and cash equivalents $ 930,419 $ 775,686 Restricted cash - 39,983 Accounts receivable 6,411,049 6,013,536 Notes receivable 1,882,903 236,654 Inventories, net 2,318,144 2,349,705 Due from related parties - officers - 342,053 Prepaid expense and other current a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 HONGLI GROUP INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 HONGLI GROUP INC. (Exact name of registrant as specified in its charter) No. 777, Daiyi Road, Changle County, Weifang City, Shandong Province, China, 262400. Tel: +86 0536-218522

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Exhibit 99.2 OPERATING AND FINANCIAL REVIEW AND PROSPECTS This Report on Form 6-K furnished by Hongli Group Inc. (together with our subsidiaries, unless the context indicates otherwise, “we,” “us,” “our,” or the “Company”), contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 HONGLI GROUP INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 HONGLI GROUP INC. (Exact name of registrant as specified in its charter) No. 777, Daiyi Road, Changle County, Weifang City, Shandong Province, China, 262400. Tel: +86 0536-218522

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Exhibit 99.2 OPERATING AND FINANCIAL REVIEW AND PROSPECTS This Report on Form 6-K furnished by Hongli Group Inc. (together with our subsidiaries, unless the context indicates otherwise, “we,” “us,” “our,” or the “Company”), contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

HONGLI GROUP INC. CONDENSED CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 HONGLI GROUP INC. CONDENSED CONSOLIDATED BALANCE SHEETS June 30, December 31, 2024 2023 ASSETS (Unaudited) Current assets: Cash and cash equivalents $ 930,419 $ 775,686 Restricted cash - 39,983 Accounts receivable 6,411,049 6,013,536 Notes receivable 1,882,903 236,654 Inventories, net 2,318,144 2,349,705 Due from related parties - officers - 342,053 Prepaid expense and other current a

HONGLI GROUP INC. CLAWBACK POLICY

Exhibit 97.1 HONGLI GROUP INC. CLAWBACK POLICY OVERVIEW In accordance with the applicable rules (the “Nasdaq Rules”) of The Nasdaq Stock Market (“Nasdaq”), Section I OD and Rule IOD- I (“Rule 10D-1”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board of Directors (the “Board”) of Hongli Group Inc. (the “Company”) has adopted this Policy (the “Policy”) to provide for

Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jie Liu, certify that: 1. I have reviewed this annual report on Form 20-F of Hongli Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of th

VOTING RIGHTS PROXY AGREEMENT

Exhibit 3.1 VOTING RIGHTS PROXY AGREEMENT This Voting Rights Proxy Agreement (this “Agreement”) is entered into as of July 7, 2022 (“Effective Date”), by and between Jie Liu (the “Trustee”) and the undersigned shareholder (the “Shareholder”). Trustee and the Shareholder are each referred to in this Agreement as a “Party” and collectively as the “Parties.” RECITALS A. The Shareholder is a member of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR  ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 15.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-278321) of our report dated April 29, 2024, with respect to the consolidated financial statements of Hongli Group Inc. (the “Company”) as of December 31, 2023 and 2022, and for each of the three years in the period ended Decemb

Consent of Ogier (Cayman) LLP Consent Letter

Exhibit 15.1 Consent of Ogier (Cayman) LLP Consent Letter April 30, 2024 To: Hongli Group Inc. No. 777, Daiyi Road, Changle County, Weifang City, Shandong Province, China, 262400. Dear Sir/Madam, We hereby consent to the references to our firm’s name in Hongli Group Inc.’s annual report on Form 20-F for the year ended December 31, 2023 (the “Annual Report”), which will be filed with the Securities

Beijing Dacheng Law Offices, LLP (Shanghai) Consent Letter

Exhibit 15.2 Beijing Dacheng Law Offices, LLP (Shanghai) Consent Letter April 30, 2024 To: Hongli Group Inc. No. 777, Daiyi Road, Changle County, Weifang City, Shandong Province, China, 262400. Dear Sir/Madam, We hereby consent to the references to our firm’s name in Hongli Group Inc.’s annual report on Form 20-F for the year ended December 31, 2023 (the “Annual Report”), which will be filed with

Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Xiangmei Zeng, certify that: 1. I have reviewed this annual report on Form 20-F of Hongli Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light

Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Hongli Group Inc. (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jie Liu, Chief Executive Officer of the Company, certify, pursuan

Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Hongli Group Inc. (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xiangmei Zeng, Chief Financial Officer of the Company, certify, p

VOTING RIGHTS PROXY AGREEMENT

Exhibit 3.2 VOTING RIGHTS PROXY AGREEMENT This Voting Rights Proxy Agreement (this “Agreement”) is entered into as of July 7, 2022 (“Effective Date”), by and between Jie Liu (the “Trustee”) and the undersigned shareholder (the “Shareholder”). Trustee and the Shareholder are each referred to in this Agreement as a “Party” and collectively as the “Parties.” RECITALS A. The Shareholder is a member of

HONGLI GROUP INC. HONGLI 2024 EQUITY INCENTIVE PLAN

Exhibit 10.1 HONGLI GROUP INC. HONGLI 2024 EQUITY INCENTIVE PLAN 1. PURPOSE OF PLAN The purpose of this Hongli 2024 Equity Incentive Plan (this “Plan”) of Hongli Group Inc., an exempted company organized under the Companies Act (As Revised) of the Cayman Islands, and its successors (the “Company”), is to promote the success of the Company and to increase shareholder value by providing an additiona

As filed with the Securities and Exchange Commission on March 28, 2024

As filed with the Securities and Exchange Commission on March 28, 2024 Registration No.

Companies Act (Revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION HONGLI GROUP INC. (Adopted by special resolution passed on 14 September 2022)

Exhibit 4.1 Companies Act (Revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF HONGLI GROUP INC. (Adopted by special resolution passed on 14 September 2022) Filed: 22-Sep-2022 15:57 EST www.verify.gov.ky File#: 371653 Auth Code: C23087150221 Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Hongli Group Inc. (Adopte

Calculation of Filing Fee Tables Form S-8 (Form Type) HONGLI GROUP INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) HONGLI GROUP INC.

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary s

HLP / Hongli Group Inc. / Liu Jie - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Hongli Group Inc. (Name of Issuer) Ordinary Shares, PAR VALUE $.0001 PER SHARE (Title of Class of Securities) G4594M108 (CUSIP Number) Jie Liu Beisanli Street, Economic Development Zone Changle County, Weifang Shandong, China 262400 Tel: +86 0536-2185222 (Name, Address and

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Exhibit 99.2 OPERATING AND FINANCIAL REVIEW AND PROSPECTS This Report on Form 6-K furnished by Hongli Group Inc. (together with our subsidiaries, unless the context indicates otherwise, “we,” “us,” “our,” or the “Company”), contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 HONGLI GROUP INC. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 HONGLI GROUP INC. (Exact name of registrant as specified in its charter) Beisanli Street, Economic Development Zone Changle County, Weifang Shandong, China 262400 Tel: +86 0536-21

HONGLI GROUP INC. CONDENSED CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 HONGLI GROUP INC. CONDENSED CONSOLIDATED BALANCE SHEETS June 30, December 31, 2023 2022 (Unaudited) ASSETS Current assets: Cash and cash equivalent $ 678,770 $ 2,085,033 Restricted cash 187,976 29,006 Short-term investment 262,022 - Accounts receivable 6,475,620 7,429,904 Notes receivable 648,357 302,775 Inventories, net 2,802,102 2,613,549 Prepaid expense and other current assets 1,0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 HONGLI GROUP INC. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 HONGLI GROUP INC. (Exact name of registrant as specified in its charter) Beisanli Street, Economic Development Zone Changle County, Weifang Shandong, China 262400 Tel: +86 0536-218

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 HONGLI GROUP INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 HONGLI GROUP INC. (Exact name of registrant as specified in its charter) Beisanli Street, Economic Development Zone Changle County, Weifang Shandong, China 262400 Tel: +86 0536-2

English Translation of Supplementary Agreement between Hongli Shandong and Yingxuan, dated as of May 5, 2023

Exhibit 4.17 Supplementary Agreement Agreement No.: YXZG-YY-HLGG20230102-02 Party A: Yingxuan Heavy Industry Co., Ltd Party B: Shandong Hongli Special Section Tube Company Limited Whereas on January 1, 2021, Party A and Party B entered into two Asset Transfer Agreements (Agreement No. YXZG-YY-HLGG20210101-02 and YXZG-YY-HLGG20210101-04) and one Agreement (Agreement No. YXZG-YY-HLGG20210101-03) in

Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

Exhibit 12.1 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Jie Liu, certify that: 1. I have reviewed this annual report on Form 20-F of Hongli Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements we

Description of Securities

Exhibit 2.1 DESCRIPTION OF SECURITIES The following description of our share capital and provisions of our amended and restated memorandum and articles of association are summaries and do not purport to be complete. Reference is made to our amended and restated memorandum and articles of association, copies of which are filed as an exhibit to this annual report (and which is referred to in this an

Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

Exhibit 12.2 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Yachun (Daisy) Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Hongli Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR  ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350

Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Hongli Group Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that the Annual Report on Form 20-F for the year ended December

English Translation of Assets Transfer Agreement between Hongli Shandong and Changle Youyi Plastic Technology Co., Ltd., dated as of April 1, 2023

Exhibit 4.18 Asset transfer agreement Agreement number：HLGG20230401-01 Party A (the Transferor): Shandong Hongli Special Section Tube Company Limited Party B (the transferee): Changle Youyi Plastic Technology Co., Ltd. Based on the principle of equality and mutual benefit, Party A and Party B reach the following agreement on the transfer of assets: 1.Basic information of the assets transferred (1)

Insider Trading Policy

Exhibit 11.2 HONGLI Group Inc. Insider Trading Policy This Insider Trading Policy, adopted as of , 2023 (this ”Policy”), describes the standards of HONGLI Group Inc. and its subsidiaries (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divided int

Underwriting Agreement

Exhibit 2.3 UNDERWRITING AGREEMENT between HONGLI GROUP INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters HONGLI GROUP INC. UNDERWRITING AGREEMENT New York, New York March 28, 2023 EF HUTTON, division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 39th Floor

Hongli Group Inc. Announces the Exercise of the Underwriter’s Over-Allotment Option

Exhibit 99.1 Hongli Group Inc. Announces the Exercise of the Underwriter’s Over-Allotment Option WEIFANG, CHINA, May 02, 2023 (GLOBE NEWSWIRE) - Hongli Group Inc. (the “Company”) (NASDAQ: HLP) today announced that the underwriter in its initial public offering (the “Offering”), exercised the over-allotment option in full to purchase 309,375 ordinary shares of the Company at $4.00 per share for tot

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 HONGLI GROUP INC. (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 HONGLI GROUP INC. (Exact name of registrant as specified in its charter) Beisanli Street, Economic Development Zone Changle County, Weifang Shandong, China 262400 Tel: +86 0536-2185222

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Hongli Group Inc. Announces Closing of US$8.25 Million Initial Public Offering

Exhibit 99.2 Hongli Group Inc. Announces Closing of US$8.25 Million Initial Public Offering WEIFANG, CHINA, March 31, 2023 (GLOBE NEWSWIRE) - Hongli Group Inc. (the “Company”) (NASDAQ: HLP) today announced the closing of its initial public offering (the “Offering”) of 2,062,500 ordinary shares (the “Ordinary Shares”) at a public offering price of $4.00 per share for total gross proceeds of $8.25 m

Hongli Group Inc. Announces Pricing of Initial Public Offering

Exhibit 99.1 Hongli Group Inc. Announces Pricing of Initial Public Offering WEIFANG, CHINA, March 29, 2023 (GLOBE NEWSWIRE) - Hongli Group Inc. (the “Company”) (NASDAQ: HLP) today announced the pricing of its initial public offering (the “Offering”) of 2,062,500 ordinary shares (the “Ordinary Shares”) at a public offering price of $4.00 per share for total gross proceeds of $8.25 million before de

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 HONGLI GROUP INC. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 HONGLI GROUP INC. (Exact name of registrant as specified in its charter) Beisanli Street, Economic Development Zone Changle County, Weifang Shandong, China 262400 Tel: +86 0536-21852

HONGLI GROUP INC. 2,062,500 Ordinary Shares

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No.: 333-261945 HONGLI GROUP INC. 2,062,500 Ordinary Shares This is an initial public offering of our ordinary shares. We are offering on a firm commitment basis our ordinary shares, par value $0.0001 per share (“Ordinary Shares”). Prior to this offering, there has been no public market for our Ordinary Shares. The initial public offering pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HONGLI GROUP INC. (Exact name of registrant a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HONGLI GROUP INC. (Exact name of registrant as specified in its charter) Cayman Islands Not applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificati

March 24, 2023

March 24, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Hongli Group Inc. Registration Statement on Form F-1, as amended File No. 333-261945 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), EF Hutton, division of Benchmark Investments, LLC, as representa

HONGLI GROUP INC. Beisanli Street, Economic Development Zone Changle County, Weifang Shandong, China 262400

HONGLI GROUP INC. Beisanli Street, Economic Development Zone Changle County, Weifang Shandong, China 262400 March 24, 2023 VIA EDGAR Jeff Kauten Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Hongli Group Inc. Registration Statement on Form F-1/A (File No. 333-261945) Request For Acceleration Of Effectivenes

As filed with the U.S. Securities and Exchange Commission on March 23, 2023.

As filed with the U.S. Securities and Exchange Commission on March 23, 2023. Registration No. 333-261945 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 16 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 3569 Not applicable (State or Other Jurisdiction o

FREE WRITING PROSPECTUS

As filed with the U.S. Securities and Exchange Commission on February 27, 2023.

As filed with the U.S. Securities and Exchange Commission on February 27, 2023. Registration No. 333-261945 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 15 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 3569 Not applicable (State or Other Jurisdictio

English Translation of Loan Agreement between Hongli Shandong and Bank of Weifang, dated as of December 21, 2022.

Exhibit 10.16 Bank of Weifang Fixed Assets Loan Contract Contract NO: 2021111600000125 Special note: This contract is concluded by the borrower and the borrower on the basis of equality and voluntary legal negotiation, and all the terms and conditions are the true expression of the intention of both parties. In order to safeguard the legitimate rights and interests of the borrower, the lender spec

HONGLI GROUP INC.

HONGLI GROUP INC. February 17, 2023 Jeff Kauten Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Hongli Group Inc. Amendment No. 13 to Registration Statement on Form F-1 Filed February 10, 2023 File No. 333-261945 Dear Mr. Kauten: This letter is in response to the letter dated February 16, 2023, from the staff

As filed with the U.S. Securities and Exchange Commission on February 17, 2023.

As filed with the U.S. Securities and Exchange Commission on February 17, 2023. Registration No. 333-261945 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 14 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 3569 Not applicable (State or Other Jurisdictio

Form of Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT between HONGLI GROUP INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters HONGLI GROUP INC. UNDERWRITING AGREEMENT New York, New York [, 2023] EF HUTTON, division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 39th Floor New Yo

As filed with the U.S. Securities and Exchange Commission on February 10, 2023.

As filed with the U.S. Securities and Exchange Commission on February 10, 2023. Registration No. 333-261945 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 13 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 3569 Not applicable (State or Other Jurisdictio

Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) HONGLI GROUP INC.

Request for Waiver and Representation under Item 8.A.4 of Form 20-F

Exhibit 99.6 Hongli Group Inc. February 10, 2023 Via Edgar Mr. Jeff Kauten Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Hongli Group Inc. Amendment No. 13 to the Registration Statement on Form F-1 CIK No. 0001855557 Request for Waiver and Representation under Item 8.A.4 of Form 20-F Dear Mr. Jeff Kau

As filed with the U.S. Securities and Exchange Commission on December 5, 2022.

F-1/A 1 ff12022a12hongligroup.htm AMENDMENT NO. 12 TO FORM F-1 As filed with the U.S. Securities and Exchange Commission on December 5, 2022. Registration No. 333-261945 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 12 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registrant as Specified in its Charter)

Form of Underwriting Agreement

EX-1.1 2 ff12022a12ex1-1hongligroup.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 UNDERWRITING AGREEMENT between HONGLI GROUP INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters HONGLI GROUP INC. UNDERWRITING AGREEMENT New York, New York [, 2022] EF HUTTON, division of Benchmark Investments, LLC as Representative of the several Underwriters na

Registration Fee Table

EX-FILING FEES 5 ff12022a12ex-feehongligroup.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) HONGLI GROUP INC. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Register

HONGLI GROUP INC.

HONGLI GROUP INC. November 3, 2022 Jeff Kauten, Esq. Office of Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Hongli Group Inc. Amendment No. 10 to Registration Statement on Form F-1 Filed October 26, 2022 File No. 333-261945 Dear Mr. Kauten: This letter is in response to the letter dated November 2, 2022, from the staff (the “Staff”) of the Securities

Form of Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT between HONGLI GROUP INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters HONGLI GROUP INC. UNDERWRITING AGREEMENT New York, New York [, 2022] EF HUTTON, division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 39th Floor New Yo

As filed with the U.S. Securities and Exchange Commission on November 3, 2022.

F-1/A 1 ff12022a11hongligroup.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on November 3, 2022. Registration No. 333-261945 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 11 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman

HONGLI GROUP INC.

CORRESP 1 filename1.htm HONGLI GROUP INC. October 26, 2022 Jeff Kauten Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Hongli Group Inc. Amendment No. 9 to Registration Statement on Form F-1 Filed October 14, 2022 File No. 333-261945 Dear Mr. Kauten: This letter is in response to the letter dated October 20,

As filed with the U.S. Securities and Exchange Commission on October 26, 2022.

As filed with the U.S. Securities and Exchange Commission on October 26, 2022. Registration No. 333-261945 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 10 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 3569 Not applicable (State or Other Jurisdiction

As filed with the U.S. Securities and Exchange Commission on October 14, 2022.

As filed with the U.S. Securities and Exchange Commission on October 14, 2022. Registration No. 333-261945 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 9 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 3569 Not applicable (State or Other Jurisdiction

HONGLI GROUP INC.

CORRESP 1 filename1.htm HONGLI GROUP INC. October 14, 2022 Mr. Jeff Kauten Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Hongli Group Inc. Amendment No. 8 to Registration Statement on Form F-1 Filed September 30, 2022 File No. 333-261945 Dear Mr. Kauten: This letter is in response to the letter dated Octobe

As filed with the U.S. Securities and Exchange Commission on September 30, 2022.

As filed with the U.S. Securities and Exchange Commission on September 30, 2022. Registration No. 333-261945 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 8 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 3569 Not applicable (State or Other Jurisdictio

As filed with the U.S. Securities and Exchange Commission on September 20, 2022.

F-1/A 1 ff12022a7hongligroup.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on September 20, 2022. Registration No. 333-261945 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 7 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman

As filed with the U.S. Securities and Exchange Commission on September 14, 2022.

F-1/A 1 ff12022a6hongligroup.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on September 14, 2022. Registration No. 333-261945 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman

Form of First Amended and Restated Memorandum and Articles of Association

Exhibit 3.2 Companies Act (Revised) Company Limited by Shares AMENDED AND RESTATED memorandum of association OF HONGLI GROUP INC. (Adopted by special resolution passed on [?] 2022) Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Hongli Group Inc. (Adopted by special resolution passed on [?] 2022) 1 The name of the Company is Hongli Group Inc.. 2

Form of Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT between HONGLI GROUP INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters HONGLI GROUP INC. UNDERWRITING AGREEMENT New York, New York [, 2022] EF HUTTON, division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 39th Floor New Yo

Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) HONGLI GROUP INC.

Hongli Group Inc. Investor Presentation August 2022 Issuer Free Writing Prospectus Dated August 16, 2022 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated July 15, 2022 Registration Statement No: 333 - 261945 Forward - looking State

Hongli Group Inc. Investor Presentation August 2022 Issuer Free Writing Prospectus Dated August 16, 2022 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated July 15, 2022 Registration Statement No: 333 - 261945 Forward - looking Statements This presentation shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be an y sale of secur

As filed with the U.S. Securities and Exchange Commission on July 15, 2022.

As filed with the U.S. Securities and Exchange Commission on July 15, 2022. Registration No. 333-261945 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 3569 Not applicable (State or Other Jurisdiction of

HONGLI GROUP INC.

CORRESP 1 filename1.htm HONGLI GROUP INC. July 15, 2022 Jeff Kauten, Esq. Division of Corporation Finance Legal Branch U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Hongli Group Inc. Amendment No. 4 to Registration Statement on Form F-1 Filed June 17, 2022 File No. 333-261945 Dear Mr. Kauten: This letter is in response to the letter dated June 28, 2022, from t

English Translation of Assets Transfer Agreements between Hongli Shandong and Yingxuan, dated as of January 1, 2021

Exhibit 10.15 Asset Transfer Agreement Party A (transferor): Yingxuan Heavy Industry Co., Ltd Party B (transferee): Shandong Hongli Special Section Tube Co., Ltd Based on the principle of equality and mutual benefit, in accordance with the civil code of the People?s Republic of China and other relevant laws and regulations, and through equal consultation, Party A and Party B have reached the follo

Hongli Group Inc.

CORRESP 1 filename1.htm Hongli Group Inc. June 17, 2022 Jeff Kauten, Esq. Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Hongli Group Inc. Amendment No. 3 to Registration Statement on Form F-1 Filed March 31, 2022 File No. 333-261945 Dear Mr. Kauten: This letter is in response to the letter dated April 14, 20

Consent of Persistence Market Research

Exhibit 99.2 June 3rd , 2021 Hongli Group Inc. Beisanli Street, Economic Development Zone Changle County, Weifang Shandong, China 262400 Re: Consent of Persistence Market Research Ladies and Gentlemen, We understand that Hongli Group Inc (the ?Company?) intends to file a draft registration statement (the ?Registration Statement?) with the United States Securities and Exchange Commission (the ?SEC?

As filed with the U.S. Securities and Exchange Commission on June 17, 2022.

F-1/A 1 ff12022a4hongligroup.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on June 17, 2022. Registration No. 333-261945 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Isla

As filed with the U.S. Securities and Exchange Commission on March 31, 2022.

As filed with the U.S. Securities and Exchange Commission on March 31, 2022. Registration No. 333-261945 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 3569 Not applicable (State or Other Jurisdiction of

Memorandum and Articles of Association

Exhibit 3.1

Hongli Group Inc.

CORRESP 1 filename1.htm Hongli Group Inc. March 31, 2022 Via Edgar Mr. Jeff Kauten Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Hongli Group Inc. Amendment No. 2 to Registration Statement on Form F-1 Filed February 25, 2022 File No. 333-261945 Dear Mr. Jeff Kauten: This letter is in response to the letter d

HONGLI GROUP INC.

CORRESP 1 filename1.htm HONGLI GROUP INC. February 25, 2022 Via Edgar Mr. Jeff Kauten Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Hongli Group Inc. Amendment No. 1 to Registration Statement on Form F-1 Filed January 31, 2022 File No. 333-261945 Dear Mr. Jeff Kauten: This letter is in response to the

Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) HONGLI GROUP INC.

As filed with the U.S. Securities and Exchange Commission on February 25, 2022.

F-1/A 1 ff12022a2hongligroupinc.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on February 25, 2022. Registration No. 333-261945 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registrant as Specified in its Charter) Caym

Request for Waiver and Representation under Item 8.A.4 of Form 20-F

Exhibit 99.6 Hongli Group Inc. January 28, 2022 Via Edgar Mr. Jeff Kauten Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Hongli Group Inc. Amendment No. 1 to the Registration Statement on Form F-1 CIK No. 0001855557 Request for Waiver and Representation under Item 8.A.4 of Form 20-F Dear Mr. Jeff Kaute

Form of Underwriting Agreement

EX-1.1 2 ff12021a1ex1-1hongligroup.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 UNDERWRITING AGREEMENT between HONGLI GROUP INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters HONGLI GROUP INC. UNDERWRITING AGREEMENT New York, New York [, 2022] EF HUTTON, division of Benchmark Investments, LLC as Representative of the several Underwriters nam

As filed with the U.S. Securities and Exchange Commission on January 28, 2022.

As filed with the U.S. Securities and Exchange Commission on January 28, 2022. Registration No. 333-261945 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 3569 Not applicable (State or Other Jurisdiction

Hongli Group Inc.

CORRESP 1 filename1.htm Hongli Group Inc. January 28, 2022 Via Edgar Mr. Jeff Kauten Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Hongli Group Inc. Registration Statement on Form F-1 Filed on December 30, 2021 File No. 333-261945 Dear Mr. Jeff Kauten: This letter is in response to the letter dated Jan

Form F-1

As filed with the U.S. Securities and Exchange Commission on December 30, 2021. Registration No. 333-[?] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 3569 Not applicable (State or Other Jurisdiction of Incorporation or O

Consent of Yizhao Zhang

EX-99.5 23 ff12021ex99-5hongli.htm CONSENT OF YIZHAO ZHANG Exhibit 99.5 CONSENT OF YIZHAO ZHANG Hongli Group Inc. intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the unders

Specimen Certificate for Ordinary Shares

EX-4.1 2 ff12021ex4-1hongli.htm SPECIMEN CERTIFICATE FOR ORDINARY SHARES Exhibit 4.1 Share Certificate Number of certificate Number of shares HONGLI GROUP INC. COMPANY NUMBER: 371653 THIS SHARE CERTIFICATE CERTIFIES THAT as of [Transfer date], [Name] of [Address] is the registered holder of [Number] fully paid ordinary share(s) of US$[value] par value per share in the above named Company which are

List of Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries and Consolidated Variable Interest Entities of the Registrant Subsidiaries Jurisdiction of Incorporation Hongli Hong Kong Limited (?Hongli HK?) Hong Kong Shandong Xiangfeng Heavy Industry Co., Ltd. (?Hongli WFOE?) PRC Consolidated Variable Interest Entities Jurisdiction of Incorporation Shandong Hongli Special Section Tube Co., Ltd. (?Hongli Shandong?) PRC Beijing Haozhen

English Translation of Procurement Agreement between Hongli Shandong and Shanghai Wanhe Supply Chain Co., Ltd., dated as of January 1, 2019.

EX-10.9 12 ff12021ex10-9hongli.htm ENGLISH TRANSLATION OF PROCUREMENT AGREEMENT Exhibit 10.9 Procurement Framework Agreement Buyer: Shandong Hongli Special Section Tube Co., Ltd Seller: Shanghai Wanhe Supply Chain Management Co., Ltd In order to clarify the rights and obligations of the buyer and the seller in the cooperation, according to the contract law of the People’s Republic of China and oth

Spousal Consent Letters granted by the spouse of each shareholder of Hongli Shandong, dated as of April 12, 2021

EX-10.7 10 ff12021ex10-7hongli.htm SPOUSAL CONSENT LETTERS GRANTED BY THE SPOUSE OF EACH SHAREHOLDER OF HONGLI SHANDONG, DATED AS OF APRIL 12, 2021 Exhibit 10.7 配偶同意函 Spousal Consent Letter 本人，郝宏宇，中国公民，公民身份号码为[ ]，为刘洁（公民身份号码[ ]）（“本人配偶”）的合法配偶。本人在此无条件并不可撤销地同意本人配偶于2021年4月12日签署下述文件（以下简称“交易文件”），并同意按照下述协议的规定处置本人配偶持有的、并登记在其名下的山东宏力异型钢管有限公司（以下简称“境内公司”）股权。 I,Hao Hongyu , a Chinese citizen (ID number: [ ]), i

Power of Attorneys of the shareholders of Hongli Shandong, dated as of April 12, 2021

Exhibit 10.6 ????? Power of Attorney ??????????????????[ ]??????????????????????30%?????????????????????????????????????????????????????????????????????? I, Liu Jie, a Chinese citizen with Citizen ID number [ ], and a holder of 30 % of the entire registered capital and equity ownership in Shandong Hongli Special Section Tube Company Limited. (?Party B?) (?My Shareholding?), hereby irrevocably auth

Exclusive Business and Cooperation and Management Agreement between Hongli WFOE and Hongli Shandong, dated as of April 12, 2021

EX-10.3 6 ff12021ex10-3hongli.htm EXCLUSIVE BUSINESS AND COOPERATION AND MANAGEMENT AGREEMENT BETWEEN HONGLI WFOE AND HONGLI SHANDONG, DATED AS OF APRIL 12, 2021 Exhibit 10.3 独家业务合作和管理协议 Exclusive Business Cooperation and Management Agreement 合同编号/ Contract NO. 2 本独家业务合作和管理协议（下称“本协议”）由以下各方于2021年4月12日在中华人民共和国（下称“中国”）潍坊市签署： This Exclusive Business Cooperation and Management Agreement (“this Agreemen

Form of Indemnification Agreement with the Registrant’s directors and officers

EX-10.2 5 ff12021ex10-2hongli.htm FORM OF INDEMNIFICATION AGREEMENT WITH THE REGISTRANT'S DIRECTORS AND OFFICERS Exhibit 10.2 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is entered into as of [●] by and between Hongli Group Inc., a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

Exclusive Option Agreement between Hongli HK and Hongli Shandong, dated as of April 12, 2021

EX-10.4 7 ff12021ex10-4hongli.htm EXCLUSIVE OPTION AGREEMENT BETWEEN HONGLI HK AND HONGLI SHANDONG, DATED AS OF APRIL 12, 2021 Exhibit 10.4 独家购买权合同 Exclusive Option Agreement 合同编号/ Contract NO.1 本独家购买权合同(下称”本合同”)由以下各方于2021年4月12日在中华人民共和国（下称”中国”）潍坊市签署： This Exclusive Option Agreement (“this Agreement”) is executed by and among the Parties below as of on April 12, 2021 in the city of Weifang, the Peo

2022 Share Compensation Plan

EX-10.14 17 ff12021ex10-14hongli.htm 2022 SHARE COMPENSATION PLAN Exhibit 10.14 HONGLI GROUP INC. SHARE COMPENSATION PLAN 1. Purposes of the Plan. The purposes of this Hongli Group Inc. Share Compensation Plan (the “Plan”) is to enable Hongli Group Inc., a Cayman Islands exempted company (the “Company”) to attract and retain the services of employees, directors and consultants considered essential

English Translation of Sales Agreement between Hongli Shandong and Shandong Lingong Construction Machinery Co., Ltd., dated as of May 17, 2020.

EX-10.13 16 ff12021ex10-13hongli.htm ENGLISH TRANSLATION OF SALES AGREEMENT BETWEEN HONGLI SHANDONG AND SHANDONG LINGONG CONSTRUCTION MACHINERY CO., LTD Exhibit 10.13 Contract No Sale and Purchase Agreement Seller: Shandong Hongli Special Section Tube Co., Ltd Buyer: Shandong Lingong Construction Machinery Co., Ltd After friendly negotiation, the buyer expresses his wish to purchase products from

English Translation of Sales Agreement between Hongli Shandong and Weichai LOVOL Heavy Industry Co. Ltd., dated as of January 1, 2020.

EX-10.11 14 ff12021ex10-11hongli.htm ENGLISH TRANSLATION OF SALES AGREEMENT BETWEEN HONGLI SHANDONG AND WEICHAI LOVOL HEAVY INDUSTRY CO. LTD., Exhibit 10.11 Contract No.: FTCG2020367 Place of Signing: Fangzi District, Weifang City Procurement Contract of Supporting Products Name of demander: LOVOL ABOS Weifang Agricultural Equipment Branch of LOVOL Heavy Industry Co., Ltd Supplier Code: B00561 Nam

English Translation of form of Purchase Contract between Hongli Shandong and Shanghai Wanhe Supply Chain Co., Ltd.

EX-10.10 13 ff12021ex10-10hongli.htm ENGLISH TRANSLATION OF FORM OF PURCHASE CONTRACT BETWEEN HONGLI SHANGDONG AND SHANGHAI WANHE SUPPLY CHAIN CO., LTD Exhibit 10.10 Sales Contract of Shanghai Wanhe Supply Chain Management Co., Ltd. Supplier: Shanghai Wanhe Supply Chain Management Co., Ltd. Contract No.: Demander: Shandong Hongli Special Section Tibe Co., Ltd. Signing date: Product name Place of O

Hongli Group Inc.

CORRESP 1 filename1.htm Hongli Group Inc. December 30, 2021 Via Edgar Mr. Jeff Kauten Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Hongli Group Inc. Amendment No. 3 to Draft Registration Statement on Form F-1 Submitted on September 16, 2021 CIK No. 0001855557 Dear Mr. Jeff Kauten: This letter is in r

Consent of Qian (Hebe) Xu

EX-99.3 21 ff12021ex99-3hongli.htm CONSENT OF QIAN (HEBE) XU Exhibit 99.3 CONSENT OF QIAN (HEBE) XU Hongli Group Inc. intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the un

Supply Agreement between Hongli Shandong and SUNGJIN TECH CO., LTD, dated as of July 23, 2014.

Exhibit 10.12 Supply Contract The following agreement has been concluded by and between SUNG JIN TECH CO., LTD. 8-1, Jookgok-ri, Jinyoung, Gimhae,Korea, 621-801 (hereinafter together referred to as “SUNG JIN TECH” ). and Shandong Hongli Special Section Tube, company registration no. 370725228001660, with its registered office in No.3, Changle economic techonomic development zone, Shandong, China a

Equity Interest Pledge Agreement among Hongli WFOE, Hongli Shandong, and the shareholders of Hongli Shandong, dated as of April 12, 2021

EX-10.5 8 ff12021ex10-5hongli.htm EQUITY INTEREST PLEDGE AGREEMENT AMONG HONGLI WFOE, HONGLI SHANDONG, AND THE SHAREHOLDERS OF HONGLI SHANDONG, DATED AS OF APRIL 12, 2021 Exhibit 10.5 股权质押协议 Equity Interest Pledge Agreement 合同编号/ Contract NO.3 本股权质押协议（下称“本协议”）由下列各方于2021年4月12日在中华人民共和国（下称“中国”）潍坊市签署： This Equity Interest Pledge Agreement ("this Agreement") has been executed by and among the following

Charter of the Audit Committee

Exhibit 99.7 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF HONGLI GROUP INC. (Adopted by the Board of Directors of Hongli Group Inc. (the “Company”) on August 1st 2021; effective upon the effectiveness of the Company’s registration statement on Form F-1 relating to the Company’s initial public offering) I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee (the “Committee”)

Charter of the Nominating and Corporate Governance Committee

Exhibit 99.9 CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF HONGLI GROUP INC. (Adopted by the Board of Directors of Hongli Group Inc. (the ?Company?) on August 1st, 2021, effective upon the effectiveness of the Company?s registration statement on Form F-1 relating to the Company?s initial public offering) I. PURPOSE OF THE COMMITTEE The purpose of the Cor

Consent of Chenglong Yang

EX-99.4 22 ff12021ex99-4hongli.htm CONSENT OF CHENGLONG YANG Exhibit 99.4 CONSENT OF CHENGLONG YANG Hongli Group Inc. intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the un

Form of Director Offer Letter between Hongli Group Inc. the directors

Exhibit 10.8 HONGLI GROUP INC. Beisanli Street, Economic Development Zone Changle County, Weifang Shandong, China 262400 , 2021 [NAME OF THE INDEPENDENT DIRECTOR] [ADDRESS OF THE INDEPENDENT DIRECTOR] Re: Director Offer Letter Dear Mr. , HongLi Group, Inc., a Cayman Islands exempted company limited by shares (the ?Company?), is pleased to offer you a position as of member of its Board of Directors

Charter of the Compensation Committee

EX-99.8 25 ff12021ex99-8hongli.htm CHARTER OF THE COMPENSATION COMMITTEE Exhibit 99.8 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF HONGLI GROUP INC. (Adopted by the Board of Directors of Hongli Group Inc. (the “Company”) on August 1st, 2021, effective upon the effectiveness of the Company’s registration statement on Form F-1 relating to the Company’s initial public offering)

Form of Employment Agreement by and between executive officers and the Registrant

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?), is entered into as of [ ], by and between Hongli Group Inc., a company incorporated and existing under the laws of Cayman Islands (the ?Company?), and [ ], an individual (the ?Executive?). The term ?Company? as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company

Code of Business Conduct and Ethics of the Registrant

Exhibit 99.1 HONGLI GROUP INC. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE This Code of Business Conduct and Ethics (the “Code”) contains general guidelines for conducting the business of Hongli Group Inc., a Cayman Islands exempted company with limited liability, and its subsidiaries and affiliates (collectively, the “Company”) consistent with the highest standards of business ethics, and is i

Hongli Group Inc.

DRSLTR 1 filename1.htm Hongli Group Inc. September 16, 2021 Via Edgar Mr. David Edgar Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Hongli Group Inc. Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted on August 9, 2021 CIK No. 0001855557 Dear Mr. David Edgar: This letter is in respo

This is a confidential draft No. 4 submission to the U.S. Securities and Exchange Commission on September 16, 2021 and it not being filed under Securities Act of 1933, as amended.

DRS/A 1 filename1.htm This is a confidential draft No. 4 submission to the U.S. Securities and Exchange Commission on September 16, 2021 and it not being filed under Securities Act of 1933, as amended. Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Reg

This is a confidential draft No. 3 submission to the U.S. Securities and Exchange Commission on August 6, 2021 and it not being filed under Securities Act of 1933, as amended.

DRS/A 1 filename1.htm This is a confidential draft No. 3 submission to the U.S. Securities and Exchange Commission on August 6, 2021 and it not being filed under Securities Act of 1933, as amended. Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registr

HONGLI GROUP INC.

HONGLI GROUP INC. August 6, 2021 Via Edgar Jeff Kauten, Esq. Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Hongli Group Inc. Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted June 11, 2021 CIK No. 0001855557 Dear Jeff Kauten, Esq.: This letter is in response to the letter da

This is a confidential draft No. 2 submission to the U.S. Securities and Exchange Commission on June 11, 2021 and it not being filed under Securities Act of 1933, as amended.

This is a confidential draft No. 2 submission to the U.S. Securities and Exchange Commission on June 11, 2021 and it not being filed under Securities Act of 1933, as amended. Registration No. 333-[?] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registrant as Specified in its

This is a confidential draft submission to the U.S. Securities and Exchange Commission on April 16, 2021 and it not being filed under Securities Act of 1933, as amended.

DRS 1 filename1.htm This is a confidential draft submission to the U.S. Securities and Exchange Commission on April 16, 2021 and it not being filed under Securities Act of 1933, as amended. Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HONGLI GROUP INC. (Exact Name of Registrant as S