PART I [Item 3. Key Information](index=9&type=section&id=Item%203.%20KEY%20INFORMATION) This section details the company's Variable Interest Entity (VIE) structure, associated risks, and condensed consolidating financial statements - Hongli Group operates through a VIE structure with Hongli Shandong to avoid substantial costs and time for regulatory approvals, rather than due to foreign ownership restrictions[18](index=18&type=chunk)[297](index=297&type=chunk) - The company is deemed an "Existing Issuer" under CSRC's Trial Measures, requiring filing for subsequent offerings but not immediate procedures[22](index=22&type=chunk)[214](index=214&type=chunk) - The company does not anticipate paying cash dividends, intending to retain future earnings for business expansion of its PRC operating entities[27](index=27&type=chunk)[67](index=67&type=chunk) Condensed Consolidating Statement of Operations (Year Ended Dec 31, 2023) | | Hongli (Cayman) | Subsidiary (Hong Kong) | Hongli WFOE (Mainland China) | VIE and Its Subsidiaries | Eliminations | Consolidated Total | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenues** | - | - | - | $15,997,954 | - | $15,997,954 | | **Net income** | $864,722 | $800,491 | $800,491 | - | $(1,600,982) | $864,722 | | **Comprehensive income (loss)** | $590,315 | $526,084 | $526,084 | $(384,754) | $(1,052,168) | $205,561 | Condensed Consolidating Balance Sheet (As of Dec 31, 2023) | | Hongli (Cayman) | Subsidiary (Hong Kong) | Hongli WFOE (Mainland China) | VIE and Its Subsidiaries | Eliminations | Consolidated Total | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Assets** | $21,107,554 | $22,323,637 | $22,087,619 | $33,013,956 | $(66,404,096) | $32,128,670 | | **Total Liabilities** | $1 | $13,954,672 | $13,954,797 | $13,890,430 | $(41,799,899) | $11,021,117 | | **Total Shareholders' Equity** | $21,107,553 | - | - | - | - | $21,107,553 | [Risk Factors](index=19&type=section&id=D.%20Risk%20Factors) This sub-section details risks related to customer concentration, VIE structure, PRC regulations, potential delisting under the HFCA Act, and internal control weaknesses - The company has substantial customer concentration, with three major customers accounting for approximately **75% of sales in fiscal year 2023**[81](index=81&type=chunk)[82](index=82&type=chunk) - The VIE structure presents inherent risks due to reliance on contractual arrangements, with enforcement uncertainties and potential conflicts of interest with VIE shareholders[55](index=55&type=chunk)[134](index=134&type=chunk)[141](index=141&type=chunk) - The company faces risks from PRC regulations, including potential government intervention, unpredictable legal changes, and CSRC oversight uncertainties impacting securities offerings[59](index=59&type=chunk)[178](index=178&type=chunk)[183](index=183&type=chunk) - Despite its U.S.-based auditor, the company's shares face delisting risk under the HFCA Act if the PCAOB is unable to inspect auditors of China-based operations in the future[168](index=168&type=chunk)[171](index=171&type=chunk)[238](index=238&type=chunk) - Material weaknesses in internal control over financial reporting include a lack of key monitoring mechanisms, inadequate management review controls, and insufficient U.S. GAAP/SEC reporting expertise[158](index=158&type=chunk)[159](index=159&type=chunk) [Item 4. Information on the Company](index=65&type=section&id=Item%204.%20INFORMATION%20ON%20THE%20COMPANY) This section details the company's corporate history, structure, business operations, competitive strengths, and strategic expansion plans [History and Development of the Company](index=65&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) This sub-section outlines the company's corporate history, including the establishment of its VIE structure and its IPO on Nasdaq in March 2023 - The operating entity, Shandong Hongli, was founded in 1999, with the current holding structure established in 2021 to facilitate an overseas listing via a VIE[286](index=286&type=chunk)[287](index=287&type=chunk) - The company consummated its IPO on **March 31, 2023**, listing Ordinary Shares on Nasdaq under 'HLP', with the over-allotment option fully exercised on May 2, 2023[293](index=293&type=chunk)[319](index=319&type=chunk) - The company operates through contractual arrangements (Exclusive Business Cooperation, Exclusive Option, Equity Pledge, and Powers of Attorney) to consolidate VIE financial results without direct equity ownership[295](index=295&type=chunk)[300](index=300&type=chunk)[301](index=301&type=chunk) [Business Overview](index=73&type=section&id=B.%20Business%20Overview) This sub-section describes the company as a leading CRF steel profile manufacturer, detailing its innovative techniques, key customers, strategic expansion plans, and competitive strengths including its patent portfolio - The company is a leading manufacturer of custom-made cold roll formed (CRF) steel profiles, serving major international and domestic clients across various industries[321](index=321&type=chunk)[322](index=322&type=chunk) - A key strategic focus is the 'Expansion Plan,' involving a new industrial park and facilities for an estimated **$24.9 million** to meet demand and increase capacity[84](index=84&type=chunk)[359](index=359&type=chunk) - The company holds **49 approved patents** (42 utility, 7 invention), critical to its 'custom-made profile shop' business model and competitive advantage[325](index=325&type=chunk)[391](index=391&type=chunk) Revenue by Top Customers (FY 2021-2023) | Customer | 2023 Sales ($) | 2023 % | 2022 Sales ($) | 2022 % | 2021 Sales ($) | 2021 % | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Weichai LOVOL Heavy Industry Co. Ltd | 7,707,045 | 48% | 9,716,430 | 48% | 9,942,527 | 46% | | SUNGJIN TECH CO., LTD (South Korean VOLVO) | 3,441,899 | 22% | 4,586,277 | 23% | 4,157,991 | 19% | | Shandong Lingong Construction Machinery Co., Ltd. | 839,058 | 5% | 696,516 | 3% | 1,491,644 | 7% | | **Total Top 3** | **11,988,002** | **75%** | **14,999,223** | **74%** | **15,592,162** | **72%** | Revenue by Geography (FY 2022 vs 2023) | Region | 2023 Revenue ($) | % of Total | 2022 Revenue ($) | % of Total | Variance ($) | Variance % | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | PRC | 12,117,240 | 75.74% | 15,285,549 | 75.4% | (3,168,309) | (20.7)% | | International | 3,880,714 | 24.26% | 4,997,696 | 24.6% | (1,116,982) | (22.4)% | | **Total** | **15,997,954** | **100%** | **20,283,245** | **100%** | **(4,285,291)** | **(21.1)%** | [Item 5. Operating and Financial Review and Prospects](index=112&type=section&id=Item%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section provides management's discussion and analysis of the company's financial performance, including revenue trends, gross margin, liquidity, capital resources, and critical accounting policies [Operating Results](index=112&type=section&id=A.%20Operating%20results) This sub-section analyzes the company's operational performance, highlighting a **21.1% revenue decrease** and a **70.5% net income drop** in 2023 due to market slowdowns and increased IPO-related expenses Financial Performance Comparison (FY 2023 vs. FY 2022) | Metric | FY 2023 | FY 2022 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Revenues, net** | $15,997,954 | $20,283,245 | $(4,285,291) | (21.13)% | | **Gross profit** | $5,245,840 | $7,008,493 | $(1,762,653) | (25.15)% | | **Income from operations** | $1,020,435 | $2,921,322 | $(1,900,887) | (65.07)% | | **Net income** | $864,722 | $2,932,363 | $(2,067,641) | (70.51)% | - The **21% decrease in 2023 revenue** was driven by a **$3.2 million drop in domestic sales** and a **$1.1 million decrease in overseas sales**[497](index=497&type=chunk) - Gross margin decreased from **34.6% in 2022 to 32.8% in 2023**, primarily due to a decrease in product selling prices[499](index=499&type=chunk) - SG&A expenses increased by **3% in 2023**, mainly due to a **$575,000 surge** in professional fees related to the IPO[500](index=500&type=chunk)[503](index=503&type=chunk) [Liquidity and Capital Resources](index=135&type=section&id=B.%20Liquidity%20and%20capital%20resources) This sub-section details the company's liquidity, capital resources, and cash flow management, highlighting IPO proceeds utilization, outstanding loans, and significant commitments related to its Expansion Plan - The company raised approximately **$8.3 million** net proceeds from its IPO in 2023, with **$8.1 million** loaned to Hongli Shandong to repay an expansion-related bank loan[586](index=586&type=chunk)[587](index=587&type=chunk) Cash Flow Summary (FY 2021-2023) | Metric | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | **Net cash provided by operating activities** | $884,917 | $2,493,024 | $1,139,648 | | **Net cash used in investing activities** | $(2,253,634) | $(11,670,592) | $(3,051,348) | | **Net cash provided by financing activities** | $382,094 | $10,841,222 | $983,364 | - As of December 31, 2023, outstanding loans totaled **$5.7 million in short-term** and **$3.3 million in long-term**, substantially guaranteed by the CEO and his family[600](index=600&type=chunk)[601](index=601&type=chunk)[602](index=602&type=chunk) - The company has significant commitments for its 'Expansion Plan,' including a remaining payable balance of approximately **$3.8 million** for Yingxuan Assets[603](index=603&type=chunk)[932](index=932&type=chunk) [Item 6. Directors, Senior Management and Employees](index=144&type=section&id=Item%206.%20DIRECTORS,%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section provides information on the company's leadership, including directors, senior management, executive compensation, board committee structure, and employee demographics - The Board of Directors consists of four members, with three determined to be independent under NASDAQ rules[624](index=624&type=chunk)[648](index=648&type=chunk) - The company has established Audit, Compensation, and Nominating and Corporate Governance committees, each composed of the three independent directors[651](index=651&type=chunk) - As of **April 10, 2024**, the company employed **163 full-time staff**, with **87 in manufacturing**, **31 in R&D**, and **45 in administration**[659](index=659&type=chunk) Executive Compensation (FY 2023) | Name and Principal Position | Year | Salary (US$) | Total (US$) | | :--- | :--- | :--- | :--- | | Jie Liu, CEO and Chairman | 2023 | 27,115 | 27,115 | | Xiangmei Zeng, CFO | 2023 | 12,498 | 12,498 | | Yachun (Daisy) Wang, Former CFO | 2023 | 37,622 | 37,622 | [Item 7. Major Shareholders and Related Party Transactions](index=151&type=section&id=Item%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section details the company's ownership structure, including the controlling shareholder, and significant related party transactions such as loan guarantees and intercompany advancements - CEO Jie Liu is the controlling shareholder, beneficially owning **61.42%** of the company's Ordinary Shares through Hongli Development Limited[663](index=663&type=chunk) - Substantially all outstanding short-term and long-term loans as of December 31, 2023, were guaranteed by the CEO, his family, and related companies[672](index=672&type=chunk)[673](index=673&type=chunk) - As of December 31, 2023, a net amount of **$342,053** was due from related parties, primarily an advance to the CEO, which has since been repaid[669](index=669&type=chunk)[670](index=670&type=chunk)[921](index=921&type=chunk) [Item 8. Financial Information](index=154&type=section&id=Item%208.%20FINANCIAL%20INFORMATION) This section confirms the inclusion of audited financial statements, details a settled share dispute lawsuit, and outlines the company's dividend policy and challenges in cash distribution from PRC entities - The company filed a lawsuit in November 2023 regarding a share dispute with a former financial advisor's entities, which was settled and dismissed in December 2023[675](index=675&type=chunk) - The company's dividend policy is to retain all future earnings for business expansion, with no cash dividends expected in the foreseeable future[677](index=677&type=chunk) [Item 11. Quantitative and Qualitative Disclosures About Market Risk](index=164&type=section&id=Item%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section discusses the company's exposure to market risks, including liquidity, inflation, and interest rate risks, providing a sensitivity analysis for its outstanding variable-rate borrowings - The company is exposed to interest rate risk on its outstanding loans, totaling approximately **$9.1 million** as of December 31, 2023[724](index=724&type=chunk)[725](index=725&type=chunk) Interest Rate Risk Sensitivity (as of Dec 31, 2023) | Loan Type | Outstanding Balance ($) | Impact of +1% Rate | Impact of +3% Rate | Impact of +5% Rate | | :--- | :--- | :--- | :--- | :--- | | Short term loans | 5,690,221 | $56,902 | $170,706 | $284,513 | | Long term loans | 3,374,695 | $33,746 | $101,240 | $168,734 | | **Total** | **9,064,916** | **$90,648** | **$271,946** | **$453,247** | PART II [Item 15. Controls and Procedures](index=166&type=section&id=Item%2015.%20CONTROLS%20AND%20PROCEDURES) This section reports on the company's internal controls, noting ineffective disclosure controls and material weaknesses, along with ongoing remediation efforts - Management concluded that as of **December 31, 2023**, the company's disclosure controls and procedures were not effective[732](index=732&type=chunk) - Material weaknesses in internal control over financial reporting include a lack of key monitoring mechanisms, inadequately designed management review controls, and insufficient U.S. GAAP/SEC reporting expertise[735](index=735&type=chunk)[736](index=736&type=chunk) - The company has initiated remediation efforts, including hiring an experienced consultant, providing U.S. GAAP training, and establishing an internal audit department[737](index=737&type=chunk) [Item 16: Corporate Governance and Other Disclosures](index=167&type=section&id=Item%2016A-K) This section covers corporate governance, including the audit committee financial expert, code of conduct, accountant fees, insider trading policies, and cybersecurity risk management - The Board of Directors has determined that Yizhao Zhang qualifies as an audit committee financial expert[740](index=740&type=chunk) Principal Accountant Fees (RBSM LLP) | Fee Type | 2023 (USD '000) | 2022 (USD '000) | | :--- | :--- | :--- | | Audit Fees | 355 | 275 | | Audit Related Fees | - | - | | Tax Fees | - | - | | All Other Fees | - | - | | **Total Fees** | **355** | **275** | - The company has adopted insider trading policies and processes for cybersecurity risk oversight, with no material incidents identified[747](index=747&type=chunk)[748](index=748&type=chunk)[749](index=749&type=chunk) PART III [Item 18. Financial Statements](index=171&type=section&id=Item%2018.%20FINANCIAL%20STATEMENTS) This section presents the company's audited consolidated financial statements for fiscal years 2021-2023, prepared under U.S. GAAP, along with detailed notes and an unqualified audit opinion from RBSM LLP - The independent registered public accounting firm, RBSM LLP, issued an unqualified audit opinion on the consolidated financial statements for the three years ended **December 31, 2023**[762](index=762&type=chunk) Consolidated Balance Sheet Highlights | Metric | As of Dec 31, 2023 | As of Dec 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | $32,128,670 | $36,164,139 | | **Total Liabilities** | $11,021,117 | $22,689,446 | | **Total Shareholders' Equity** | $21,107,553 | $13,474,693 | Consolidated Statement of Operations Highlights | Metric | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :--- | :--- | :--- | :--- | | **Revenues, net** | $15,997,954 | $20,283,245 | $21,713,138 | | **Net income** | $864,722 | $2,932,363 | $3,202,212 | | **Earnings per share (Basic and diluted)** | $0.07 | $0.29 | $0.32 | - The financial statement notes confirm the company consolidates its VIE, Hongli Shandong, as the primary beneficiary with power to direct activities and absorb benefits or losses[782](index=782&type=chunk)[789](index=789&type=chunk)

[Financial Statements](index=1&type=section&id=Financial%20Statements) This section presents the company's unaudited condensed consolidated financial position, operational results, equity changes, and cash flows for the period [Condensed Consolidated Balance Sheets](index=1&type=section&id=HONGLI%20GROUP%20INC.%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) The company's balance sheet shows decreased assets and liabilities, with a significant increase in shareholders' equity due to IPO proceeds Balance Sheet Summary (as of June 30, 2023 vs. Dec 31, 2022) | Financial Metric | June 30, 2023 | December 31, 2022 | Change | | :--- | :--- | :--- | :--- | | Total Current Assets | $12,142,999 | $14,064,401 | -13.7% | | **Total Assets** | **$31,156,424** | **$36,164,139** | **-13.8%** | | Total Current Liabilities | $7,273,928 | $12,437,954 | -41.5% | | **Total Liabilities** | **$10,573,254** | **$22,689,446** | **-53.4%** | | **Total Shareholders' Equity** | **$20,583,170** | **$13,474,693** | **+52.8%** | - **Cash and cash equivalents decreased significantly** from $2,085,033 to $678,770[2](index=2&type=chunk) - **Substantial reductions were seen in both short-term loans** (from $6.0M to $4.0M) and long-term loans (from $10.1M to $3.3M)[2](index=2&type=chunk) - **Capital structure changed significantly post-IPO**, with an increase in outstanding shares to 12,371,875 and additional paid-in capital growing to $8,036,663[2](index=2&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=2&type=section&id=HONGLI%20GROUP%20INC.%20UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS%20AND%20COMPREHENSIVE%20INCOME%20(LOSS)) The company experienced a year-over-year decline in revenue and net income, resulting in a comprehensive loss due to currency translation Statement of Operations Summary (For the Six Months Ended June 30) | Metric | 2023 | 2022 | Change (YoY) | | :--- | :--- | :--- | :--- | | Revenues, net | $8,915,111 | $10,485,582 | -15.0% | | Gross Profit | $3,045,801 | $3,499,528 | -13.0% | | Income from operations | $784,995 | $1,511,963 | -48.1% | | **Net Income** | **$796,354** | **$1,866,862** | **-57.3%** | | **Comprehensive (Loss) Income** | **($318,822)** | **$1,249,032** | **-125.5%** | | Basic and diluted EPS | $0.07 | $0.19 | -63.2% | - A **significant foreign currency translation loss of $1,115,176** drove the comprehensive loss, widening from the prior year's loss of $617,830[4](index=4&type=chunk) [Condensed Consolidated Statements of Changes in Shareholders' Equity](index=3&type=section&id=HONGLI%20GROUP%20INC.%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20SHAREHOLDERS%27%20EQUITY) Shareholders' equity grew substantially, primarily driven by net proceeds from the company's Initial Public Offering in early 2023 - The company raised **$9,487,500 in gross proceeds** from its Initial Public Offering (IPO) completed in two tranches[6](index=6&type=chunk) - Total IPO-related costs amounted to **$2,060,201**[6](index=6&type=chunk) Changes in Shareholders' Equity (For the Six Months Ended June 30, 2023) | Description | Amount | | :--- | :--- | | Balance, December 31, 2022 | $13,474,693 | | Net proceeds from IPO | $7,427,299 | | Net Income | $796,354 | | Foreign currency translation adjustment | ($1,115,176) | | **Balance, June 30, 2023** | **$20,583,170** | [Condensed Consolidated Statements of Cash Flows](index=4&type=section&id=HONGLI%20GROUP%20INC.%20UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) The company's cash flow turned negative due to operating outflows and significant debt repayments, despite receiving IPO proceeds Cash Flow Summary (For the Six Months Ended June 30) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | ($1,042,104) | $1,602,691 | | Net cash provided by (used in) investing activities | $303,312 | ($1,687,794) | | Net cash (used in) provided by financing activities | ($365,338) | $171,704 | | **Net change in cash, cash equivalents and restricted cash** | **($1,247,293)** | **$58,011** | - **Negative operating cash flow** was driven by an increase in accounts receivable and inventories and a decrease in accounts payable[8](index=8&type=chunk) - Financing activities were dominated by **$9.49 million in IPO proceeds used for significant debt repayments** of short-term ($3.67 million) and long-term ($11.41 million) loans[8](index=8&type=chunk) - **Cash paid for interest nearly doubled** to $409,431, and cash paid for income taxes increased dramatically to $330,693[9](index=9&type=chunk)

Part I [Item 3. Key Information](index=9&type=section&id=Item%203.%20KEY%20INFORMATION) This section details the company's VIE structure, PRC regulatory landscape, cash transfer policies, and key operational risks - Hongli Group Inc. (Hongli Cayman) is a holding company that controls its PRC operating entity, Hongli Shandong, through a **Variable Interest Entity (VIE) structure**[15](index=15&type=chunk)[317](index=317&type=chunk) - The company chose a VIE structure to avoid the substantial costs and uncertain timeline of PRC regulatory approvals for foreign ownership[16](index=16&type=chunk)[318](index=318&type=chunk) - The company believes no PRC approval is currently required for its operations or share issuance, but acknowledges **significant uncertainty from evolving regulations**[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) - Cash transfers and dividends from PRC entities to the offshore holding company are permissible but subject to PRC laws, including **statutory reserves and withholding taxes**[28](index=28&type=chunk)[30](index=30&type=chunk)[34](index=34&type=chunk) Condensed Consolidating Statement of Operations (FY 2022) | Account | Hongli Cayman | Subsidiary (HK) | Hongli WFOE (PRC) | VIE & Subsidiaries | Eliminations | Consolidated Total | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenues** | $ - | $ - | $ - | $ 20,283,245 | $ - | **$ 20,283,245** | | **Net Income** | $ 2,932,363 | $ 2,932,363 | $ 2,932,363 | $ - | $ (5,864,726) | **$ 2,932,363** | Condensed Consolidating Balance Sheet (As of Dec 31, 2022) | Account | Hongli Cayman | Subsidiary (HK) | Hongli WFOE (PRC) | VIE & Subsidiaries | Eliminations | Consolidated Total | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Assets** | $ 4,981,757 | $ 4,981,757 | $ 4,981,757 | $ 36,164,139 | $ (14,945,271) | **$ 36,164,139** | | **Total Liabilities** | $ - | $ - | $ - | $ 27,671,203 | $ (4,981,757) | **$ 22,689,446** | | **Total Shareholders' Equity** | $ 4,981,757 | $ 4,981,757 | $ 4,981,757 | $ 8,492,936 | $ (9,963,514) | **$ 13,474,693** | [Risk Factors](index=19&type=section&id=D.%20Risk%20Factors) Enumerates key business, corporate structure, China-specific, and share-related risks facing the company - **Business Risks**: The company is exposed to operational hazards, depends on a few major customers, and requires bank loans for capital needs[50](index=50&type=chunk)[51](index=51&type=chunk) - **Corporate Structure Risks**: The company's VIE structure has **enforceability risks under PRC law** and potential conflicts of interest[55](index=55&type=chunk)[141](index=141&type=chunk) - **China-Related Risks**: The company faces risks from the PRC's evolving legal system, government influence, and potential **delisting under the HFCA Act**[58](index=58&type=chunk)[60](index=60&type=chunk)[63](index=63&type=chunk) - **Share-Related Risks**: Investors face stock price volatility, **immediate and substantial dilution**, and reduced disclosure requirements[66](index=66&type=chunk)[67](index=67&type=chunk) [Item 4. Information on the Company](index=66&type=section&id=Item%204.%20INFORMATION%20ON%20THE%20COMPANY) This section details the company's history, business operations, products, sales strategies, and expansion plans [History and Development of the Company](index=66&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Outlines the corporate timeline, the establishment of the VIE holding structure, and its status as a foreign private issuer - Hongli Group Inc. was incorporated in the Cayman Islands in 2021 and controls its PRC operating entities via a **VIE structure**[307](index=307&type=chunk)[317](index=317&type=chunk) - The company consummated its **IPO on March 31, 2023**, selling 2,062,500 Ordinary Shares at $4.00 per share[315](index=315&type=chunk)[341](index=341&type=chunk) - The company qualifies as a "controlled company," an "emerging growth company," and a "foreign private issuer," allowing for **certain reporting exemptions**[333](index=333&type=chunk)[334](index=334&type=chunk)[337](index=337&type=chunk) [Business Overview](index=75&type=section&id=B.%20Business%20Overview) Describes the company's business as a leading Chinese manufacturer of custom cold roll formed (CRF) steel profiles - The company's main business is designing and producing **custom-made cold roll formed (CRF) steel profiles** for various industries[343](index=343&type=chunk) - The company has a **high customer concentration**, with its top 3 customers accounting for 74% of sales in FY2022[82](index=82&type=chunk)[361](index=361&type=chunk)[369](index=369&type=chunk) - The company is undertaking a significant **"Expansion Plan"** to purchase an industrial park and new facilities for approximately RMB 151.4 million[380](index=380&type=chunk)[381](index=381&type=chunk) - Competitive strengths include providing **one-stop customized solutions**, a stable customer base, and rigorous quality control[392](index=392&type=chunk)[393](index=393&type=chunk)[394](index=394&type=chunk) Revenue by Application (LTM) | Application | Percent of Sales | | :--- | :--- | | Mining/Excavation | 62% | | Agricultural | 35% | | Construction | 2% | | Transportation | 1% | Revenue by Geography (FY2022 vs FY2021) | Region | FY2022 Revenue | % of Total | FY2021 Revenue | % of Total | | :--- | :--- | :--- | :--- | :--- | | PRC | $15,285,549 | 75% | $16,844,113 | 77.6% | | South Korea | $4,997,696 | 25% | $4,808,060 | 22.1% | | **Total** | **$20,283,245** | **100%** | **$21,652,173** | **99.7%** | [Regulations](index=100&type=section&id=REGULATIONS) Details the PRC regulatory framework governing the company's foreign investment, operations, and financial activities - The company's business is not on the Negative List, but the **VIE structure's classification under the Foreign Investment Law is uncertain**[439](index=439&type=chunk)[442](index=442&type=chunk) - PRC regulations impose controls on currency conversion, and dividends can only be paid from after-tax profits after **allocating to a statutory reserve**[448](index=448&type=chunk)[456](index=456&type=chunk) - The company is subject to PRC regulations on overseas listings, including the **new CSRC Trial Measures effective March 31, 2023**[464](index=464&type=chunk)[467](index=467&type=chunk) - The main operating entity, Hongli Shandong, qualifies as a High and New Technology Enterprise (HNTE) and enjoys a **reduced EIT rate of 15%**[472](index=472&type=chunk)[909](index=909&type=chunk) [Item 5. Operating and Financial Review and Prospects](index=111&type=section&id=Item%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) Analyzes the company's financial performance, liquidity, capital resources, and critical accounting policies [Operating Results](index=111&type=section&id=A.%20Operating%20results) Compares operational results for fiscal years 2022 vs 2021 and 2021 vs 2020, detailing revenue and profit drivers - The **7% revenue decrease in FY2022** was mainly due to a $1.5 million drop in domestic sales from COVID-19 disruptions[517](index=517&type=chunk) - The **95% revenue increase in FY2021** was driven by market recovery and increased orders from existing customers[538](index=538&type=chunk) - Gross margin decreased from 39.9% in 2020 to 34.6% in 2022, primarily due to **increased steel prices and labor costs**[519](index=519&type=chunk)[540](index=540&type=chunk) - R&D expenses were approximately **$1.41 million in 2022**, reflecting significant investment in product prototype development[524](index=524&type=chunk)[545](index=545&type=chunk) Financial Performance Summary (2020-2022) | Metric | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | **Revenues, net** | $20,283,245 | $21,713,138 | $11,158,820 | | YoY Change | (7)% | 95% | N/A | | **Gross Profit** | $7,008,493 | $7,654,308 | $4,452,517 | | Gross Margin | 34.6% | 35.3% | 39.9% | | **Net Income** | $2,932,363 | $3,202,212 | $2,423,941 | | YoY Change | (8)% | 32% | N/A | [Liquidity and Capital Resources](index=127&type=section&id=B.%20Liquidity%20and%20capital%20resources) Details the company's liquidity position, cash flows, capital commitments, and reliance on bank borrowings - The company's IPO raised **net proceeds of approximately $8.3 million**, a portion of which was used to repay a bank loan[586](index=586&type=chunk)[587](index=587&type=chunk) - As of December 31, 2022, the company had outstanding loans of approximately **$16.1 million**, substantially all guaranteed by the CEO and his family[599](index=599&type=chunk)[601](index=601&type=chunk) - The company has remaining payment commitments of approximately **$6.0 million for its Expansion Plan** due by December 31, 2023[940](index=940&type=chunk) Cash and Liquidity Summary (As of Dec 31) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $2,085,033 | $484,389 | | Current Assets | $14,064,401 | $11,398,013 | | Current Liabilities | $12,437,954 | $9,686,221 | | Total Shareholders' Equity | $13,474,693 | $11,488,596 | Summary of Cash Flows (FY 2022) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash provided by operating activities | $2,493,024 | | Net cash used in investing activities | $(11,670,592) | | Net cash provided by financing activities | $10,841,222 | [Item 6. Directors, Senior Management and Employees](index=135&type=section&id=Item%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) Provides information on the company's leadership team, executive compensation, board structure, and employee base - The board consists of four directors, including **CEO Jie Liu and three independent directors**[621](index=621&type=chunk)[651](index=651&type=chunk) - The company has established an Audit, a Compensation, and a Nominating and Corporate Governance Committee, **each composed of three independent directors**[658](index=658&type=chunk) - As of the report date, the company employed **207 full-time employees**, with the majority in the manufacturing department[666](index=666&type=chunk) Executive Compensation (FY 2022) | Name/Position | Salary | | :--- | :--- | | Jie Liu (CEO) | $28,529 | | Yachun (Daisy) Wang (CFO) | $37,459 | [Item 7. Major Shareholders and Related Party Transactions](index=146&type=section&id=Item%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) Details the company's ownership structure and material transactions with related parties, including loan guarantees - CEO Jie Liu, through Hongli Development Limited, beneficially owns **76.83% of outstanding shares**, making the company a controlled entity[316](index=316&type=chunk)[670](index=670&type=chunk) - **Substantially all outstanding loans** as of December 31, 2022, were guaranteed by the CEO, his family, and their companies[678](index=678&type=chunk)[679](index=679&type=chunk) - The amount due to related parties for business advancements was **$607,236** as of December 31, 2022, which has since been fully repaid[676](index=676&type=chunk) Major Shareholders | Shareholder | Number of Shares | Percentage Ownership | | :--- | :--- | :--- | | Hongli Development Limited | 9,505,000 | 76.83% | [Item 8. Financial Information](index=149&type=section&id=Item%208.%20FINANCIAL%20INFORMATION) Covers legal proceedings, dividend policy, and regulatory hurdles for dividend distribution from PRC subsidiaries - The company is **not currently party to any material legal proceedings**[687](index=687&type=chunk) - The company **does not anticipate paying cash dividends** in the foreseeable future, intending to retain earnings for expansion[688](index=688&type=chunk) - Dividend payments from the PRC WFOE are subject to a **10% withholding tax**, potentially reducible to 5%[689](index=689&type=chunk) [Item 10. Additional Information](index=151&type=section&id=Item%2010.%20ADDITIONAL%20INFORMATION) Provides supplementary details on taxation in various jurisdictions and potential U.S. tax implications for shareholders - The company is **not subject to corporate income tax** in the Cayman Islands or the British Virgin Islands[699](index=699&type=chunk)[703](index=703&type=chunk) - The main PRC operating entity, Hongli Shandong, qualifies as an HNTE and enjoys a **reduced 15% EIT rate** versus the standard 25%[697](index=697&type=chunk)[909](index=909&type=chunk) - The company **does not expect to be a Passive Foreign Investment Company (PFIC)** for the current taxable year, but this is subject to annual review[303](index=303&type=chunk)[718](index=718&type=chunk) [Item 11. Quantitative and Qualitative Disclosures About Market Risk](index=159&type=section&id=Item%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) Addresses the company's exposure to liquidity, inflation, and interest rate risks, including a sensitivity analysis - The company is exposed to **liquidity risk**, managed through financial monitoring and access to institutional funding[734](index=734&type=chunk) - **Inflationary factors** could adversely affect operating results, although the impact to date has not been material[735](index=735&type=chunk) Interest Rate Risk Sensitivity (as of Dec 31, 2022) | Rate Increase | Impact on Annual Interest Expense | | :--- | :--- | | +1% | $161,333 | | +3% | $484,902 | | +5% | $808,170 | Part II [Item 14. Use of Proceeds](index=161&type=section&id=Item%2014.%20MATERIAL%20MODIFICATIONS%20TO%20THE%20RIGHTS%20OF%20SECURITY%20HOLDERS%20AND%20USE%20OF%20PROCEEDS) Details the allocation of the approximately $8.3 million in net proceeds from the company's initial public offering - The company's IPO and over-allotment option generated **net proceeds of approximately $8.3 million**[743](index=743&type=chunk) - Use of proceeds is allocated to repaying a **$5 million loan**, acquiring assets for the Expansion Plan, R&D, and recruitment[744](index=744&type=chunk) [Item 15. Controls and Procedures](index=161&type=section&id=Item%2015.%20CONTROLS%20AND%20PROCEDURES) Reports on the effectiveness of internal controls, identifying two material weaknesses and outlining remediation plans - Management concluded that disclosure controls and procedures were **not effective** as of December 31, 2022[745](index=745&type=chunk) - **Two material weaknesses** were identified in internal control over financial reporting related to monitoring and expertise in U.S. GAAP[746](index=746&type=chunk)[748](index=748&type=chunk) - Remediation efforts include **hiring an outside consultant**, providing ongoing training, and establishing an internal audit function[749](index=749&type=chunk) Part III [Financial Statements](index=165&type=section&id=Item%2018.%20FINANCIAL%20STATEMENTS) Presents the company's audited consolidated financial statements for fiscal years 2020, 2021, and 2022 Consolidated Balance Sheet Highlights (As of Dec 31) | Account | 2022 | 2021 | | :--- | :--- | :--- | | **Total Assets** | **$36,164,139** | **$21,845,746** | | Total Current Assets | $14,064,401 | $11,398,013 | | Property, plant and equipment, net | $12,300,491 | $4,623,153 | | **Total Liabilities** | **$22,689,446** | **$10,357,150** | | Total Current Liabilities | $12,437,954 | $9,686,221 | | Long-term loans | $10,147,428 | $ - | | **Total Shareholders' Equity** | **$13,474,693** | **$11,488,596** | Consolidated Statement of Operations Highlights (For the Year Ended Dec 31) | Account | 2022 | 2021 | | :--- | :--- | :--- | | **Revenues, net** | **$20,283,245** | **$21,713,138** | | Gross Profit | $7,008,493 | $7,654,308 | | Income from operations | $2,921,322 | $3,935,411 | | **Net income** | **$2,932,363** | **$3,202,212** | | Earnings per share (Basic and diluted) | $0.29 | $0.32 | Consolidated Statement of Cash Flows Highlights (For the Year Ended Dec 31) | Account | 2022 | 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $2,493,024 | $1,139,648 | | Net cash used in investing activities | $(11,670,592) | $(3,051,348) | | Net cash provided by financing activities | $10,841,222 | $983,364 | | **Net change in cash** | **$1,582,577** | **$(902,647)** |

[Report on Form 6-K](index=1&type=section&id=Report%20on%20Form%206-K) This report provides details on the company's initial public offering and related exhibits [Initial Public Offering (IPO) Details](index=2&type=section&id=Initial%20Public%20Offering%20%28IPO%29%20Details) Hongli Group Inc. completed its initial public offering on Nasdaq, issuing 2,062,500 ordinary shares at $4.00 per share IPO Key Details | IPO Detail | Information | | :--- | :--- | | **Company** | Hongli Group Inc. | | **Shares Offered** | 2,062,500 ordinary shares | | **Price per Share** | $4.00 | | **IPO Closing Date** | March 31, 2023 | | **Exchange** | Nasdaq Capital Market | | **Ticker Symbol** | HLP | - The IPO was conducted pursuant to the company's registration statement on Form F-1 (File No. 333-261945), which was declared effective by the SEC on March 28, 2023 Trading of the shares commenced on March 29, 2023[2](index=2&type=chunk) [Exhibits](index=2&type=section&id=Exhibits) The report includes two exhibits, which are press releases announcing the pricing and subsequent closing of the company's IPO - The following exhibits were filed with the report: * **Exhibit 99.1:** Press Release dated March 29, 2023, announcing the pricing of the Company's IPO * **Exhibit 99.2:** Press Release dated March 31, 2023, announcing the closing of the Company's IPO[3](index=3&type=chunk)[4](index=4&type=chunk)

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) (State or Other Jurisdiction of Incorporation or Organization) Cayman Islands 3569 Not applicable (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Ident ...

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) (State or Other Jurisdiction of Incorporation or Organization) Cayman Islands 3569 Not applicable (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Id ...

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 | | ...

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 __________________________________________ Changle County, Weifang Shandong, China 262400 Tel: +86 0536-2185222 (Address, including zip code, and telephone number, including area code, of principal execut ...