HLP Hongil Group Inc

 

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 Executive Office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒      Form 40-F ☐

 

 

 

Entry into a Material Definitive Agreement

 

On March 10, 2025, Shandong Xiangfeng Heavy Industry Co., Ltd. ("Hongli WFOE”), Hongli Group Inc.’s (the “Company”) wholly-owned subsidiary entity, entered into an investment framework agreement (“Framework Agreement”) with Zhongke Hongyuan (Beijing) Holding Co. Ltd. (“Zhongke Beijing”), under which Hongli WFOE and Zhongke Beijing intend to establish a new company, Jinan Langchi Heavy Industry Co., Ltd (“Jinan Langchi”), in Jinan, Shandong Province, China, for the purpose of establishing a new factory in Xuzhou, Jiangsu Province, China.

 

Pursuant to the Framework Agreement, Zhongke Beijing agreed to invest RMB300 million, along with relevant patented processes and equipment and obligation to purchase land in Xuzhou for no more than RMB100,000 per mu (1 mu = approximately 0.165 acre), in exchange for a 60% equity interest in Jinan Langchi; and Hongli WFOE agreed to invest RMB240 million, along with its customer base and market resources, in exchange for a 40% equity interest in Jinan Langchi. Hongli WFOE will serve as the managing entity while Zhongke Beijing will act as the investing shareholder of Jinan Langchi. The parties further agreed that the Company’s VIE entity, Shandong Hongli Special Section Tube Co., Ltd., will not participate in Jinan Langchi’s operations or management. The respective capital contributions shall be made no later than the end of June 2025. The term of the Framework Agreement commenced on March 10, 2025 and shall expire on December 31, 2025. The English translation of the Framework Agreement is attached hereto as Exhibit 10.1.

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
10.1		English translation of the Framework Agreement between Shandong Xiangfeng Heavy Industry Co., Ltd. and Zhongke Hongyuan (Beijing) Holding Co. Ltd., dated March 10, 2025

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	HONGLI GROUP INC.
Date: March 19, 2025	By:	/s/ Jie Liu
		Jie Liu
		Chief Executive Officer

 

 

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 equal and voluntary negotiation.

 

I Investor

 

Party A invests RMB 300 million and related patented process equipment, etc., accounting for 60% of the shares;

 

Party B invests RMB 240 million and customer market, etc., with 40% shareholding;

 

In order to realize resource sharing and mutual complementarity and win-win situation, the parties establish a strategic partnership, Xiangfeng Heavy Industry as the company's management, Zhongke Hongyuan as the investment shareholder, Hongli does not participate in the operation and management.

 

II Scope of Cooperation

 

(I) Establishment of a new company in Jinan, Jinan Langchi Heavy Industry Company (verified name);

 

(II) With Jinan Langchi Heavy Industry as the investment platform, opening an account with China Merchants Bank in Beijing and set up a condominium account (all funds will be in place before June 31, 2025);

 

III Cooperation Term

 

(I) Term of cooperation From 10 March 2025 (inclusive) to 31 December 2025 (inclusive).

 

(II) Before the expiration of the term, the parties may negotiate to extend the term of cooperation;

 

(III) After the expiration of the term, if the parties do not renew the term but in fact there are still investment projects, the agreement shall still be implemented; Unless otherwise agreed by both parties.

 

 

IV Cooperation Mode

 

All parties share resources, and the two sides jointly establish the Xuzhou factory project, based on the resource advantages of capital, land, technology patents, production technology and other resources;

 

V Confidentiality

 

Each party hereto guarantees to keep confidential any proprietary information of the other party obtained during the discussion, signing, and performance of the agreement that is not available through public channels. Without the consent of the disclosing party, the information receiving party shall not disclose any part or the whole of such information to any third party.

 

The above confidential obligations shall continue even after the termination or dissolution of the agreement.

 

VI Rights and Obligations of All Parties

 

(I) For projects within the scope of investment, each party shall make full use of its own advantages to facilitate the signing of the target project contract.

 

Party A shall be responsible for: Party A shall be responsible for the negotiation of land resources of Xuzhou Municipal Government and ensure that the transaction cost of land purchase is within 100,000 yuan/mu; ensuring the landing of structural parts welding and subsequent processing technology patents;  

 

Party B shall be responsible for: Party B shall be responsible for the business cooperation with XCMG, and carry out the cooperation in the business of cab assembly structural parts welding assembly;

 

(II) Each party undertakes to consciously safeguard the image and reputation of the partner during the cooperation period and not to do anything harmful to the image and interests of the partner.

 

VII Modification and Dissolution of the Agreement

 

(I) The parties may agree in writing to extend, modify, or terminate the agreement.

 

(II) During the term of cooperation of the agreement, either party has the right to terminate the agreement with a notice issued 30 days in advance.

 

(II) Before the cooperation date of this agreement, Party A must complete the land purchase in Xuzhou and obtain the relevant land certificate. If the certificate is not obtained by the due date, it shall be regarded as the termination of the project cooperation, and the joint investment funds shall be returned to each respective account;

 

 

VIII Other Agreements

 

The signing and performance of the agreement does not represent the establishment of an agency or similar relationship between the parties. Without the consent of the other parties, no party has the right to sign any legal documents on behalf of the others.

 

IX Dispute Settlement

 

Any dispute over this agreement and the original agreement shall be resolved through consultation among the parties hereto, or by the relevant authorities. If negotiation or mediation fails, a lawsuit may be filled to the people's court with right of jurisdiction in the place where Party A is located.

 

X Supplementary Provisions

 

(I) The agreement is made in duplicate, with one for each party respectively. All copies have the equal legal effect.

 

(II) For uncovered matters of the agreement, both parties shall separately conclude and sign a supplementary agreement after negotiation.

 

(III) The agreement shall come into effect after being signed or sealed by the parties. 

 

Party A (Sealed):  

 

 

Party B (Sealed):  

 

 

March 10, 2025

 

 

 

 

 

 

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