{"url_path":"/sec/hlp/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1855557/0001213900-26-055737-index.html","accession_number":"0001213900-26-055737","cik":"0001855557","ticker":"HLP","issuer_name":"Hongli Group Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1855557/0001213900-26-055737-index.html","primary_entity_key":"0001855557","primary_entity_name":"Hongli Group Inc."},"word_count":3939,"has_tables":true,"body_markdown":"Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES\n\n \n\nA. Directors and Senior Management\n\n \n\nBelow is a list of our directors, senior management\nand any employees upon whose work we are dependent as of the date of this Annual Report, and a brief account of the business experience\nof each of them. The business address for our directors and officers is No. 777, Daiyi Road, Changle County, Weifang City, Shandong Province,\nChina, 262400.\n\n \n\n**Name**\n \n**Age** \n \n**Position(s)**\n\nJie Liu\n \n39\n \nChief Executive Officer, Director and Chairman\n\nXiangmei Zeng\n \n40\n \nChief Financial Officer\n\nChenglong Yang (1)\n \n37\n \nIndependent Director\n\nQian (Hebe) Xu (2)*\n \n44\n \nIndependent Director\n\nYizhao Zhang (3)*\n \n55\n \nIndependent Director\n\nChuang Chen(2) (3) *\n \n53\n \nIndependent Director\n\nJunwei Shao(2)*\n \n48\n \nIndependent Director\n\n \n\n(1)Chair\nof the Compensation Committee.\n\n \n\n(2)Chair\nof the Nominating and Corporate Governance Committee.\n\n \n\n(3)Chair\nof the Audit Committee and Audit Committee financial expert.\n\n** **\n\n*Each\nof Qian (Hebe) Xu and Yizhao Zhang has tendered his resignation from the position as a director of our company, effective in July 2025,\nand each of Chuang Chen and Junwei Shao has accepted the appointment to be our director, effective from July 2025.\n\n** **\n\n**Jie Liu**, is the Chief Executive\nOfficer (“CEO”) and Chairman of the Board of Hongli Cayman. He has been working at Hongli Shandong for more than 10 years.\nHe has served as the manager of Hongli Shandong from November 2016 to present. From September 2014 to October 2016, he worked as the\nvice manager of Hongli Shandong. He was working as the production manager from August 2013 to August 2014, the technique manager from\nOctober 2011 to August 2013, and the sales managers from October 2009 to October 2011 at Hongli Shandong. Mr. Liu holds a bachelor’s\ndegree in business administration from Nanjing Artillery Academy in July 2009.\n\n** **\n\n**Xiangmei Zeng**, is the Chief Financial\nOfficer (“CFO”) of Hongli Cayman. Ms. Xiangmei Zeng is a financial services executive and consultant, experienced in financial\nmanagement for publicly traded corporations. Since August 2020, Ms. Zeng has acted as financial manager of the Company, where she manages\nand coordinates daily accounting activities. From December 2014 to December 2019, Ms. Zeng served as financial manager of North China\nregion in Guangdong HAID Group Co., Ltd. (SHE: 002311), an agricultural and animal husbandry high-tech enterprise, where she led an accounting\nteam of 23 members. From December 2012 to December 2014, Ms. Zeng acted as financial manager in Jiangxi GETO New Material Co., Ltd (SZ:300986),\na listed company in construction material industry, where she led the company’s overall IPO strategy and relevant accounting management.\nFrom October 2009 to August 2012, Ms. Zeng was financial manager in Byvin Corporation, a Chinese manufacturer of electric vehicles, where\nshe managed overall accounting activities. Ms. Zeng studied at Jinan Vocational College and Shandong University.\n\n \n\n97\n\n \n\n** **\n\n**Chenglong Yang**, Independent Director.\nMr. Yang has served as the managing partner at Weidi (Shanghai) Investment Co., Ltd., which engages in early-stage equity investment,\nmergers and acquisitions (“M&A”), equity consulting services since March 2019. From June 2016 to November 2018, Mr. Yang\nserved as the senior investment manager at ZHJ Group, managing various funds and venture capital investment. Mr. Yang received his Bachelor’s\ndegree in Business Administration from California State University, Chico in 2014.\n\n \n\n**Yizhao Zhang**, served as an independent\ndirector of our Company until his resignation in July 2025. Mr. Zhang has more than 10 years’ experience in financial management.\nFrom June 2017 to July 2021, Mr. Zhang served as an independent director at XT Energy Group, Inc. (OTC: XTEG), a company engaged in a\nvariety of energy-related businesses in China. From December 2009 to July 2021, Mr. Zhang served as an independent director at Kaisa\nGroup Holdings LTD. (HKSE: 1638), a China-based integrated property developer. From August 2009 to July 2021, Mr. Zhang served as an\nindependent director at China Carbon Graphite Group, Inc. (OTC: CHGI), engaged in the research and development, rework and sales of graphene\nand graphene oxide and graphite bipolar plates in China. He is a Certified Public Accountant of the State of Delaware, and a member of\nthe American Institute of Certified Public Accountants. He also has the Chartered Global Management Accountant designation. Mr. Zhang\nreceived his Bachelor’s degree in Economics from Fudan University, Shanghai in 1992 and an MBA degree from State University of\nNew York, University at Buffalo in 2003.\n\n** **\n\n**Qian (Hebe) Xu,** served as an independent\ndirector of our Company until his resignation in July 2025. Ms. Xu has more than 10 years’ experience in the financial markets\nas an investment banker, specializing in US-China cross border transactions. Since October 2018, Ms. Xu has served as the founder of\nHB International Consulting LLC, a firm providing business consulting and financial advisory services. From November 2008 to October\n2018, Ms. Xu worked at TriPoint Global Equities LLC (“TriPoint”), an investment banking firm, as an analyst (November 2008\nto April 2013), the vice president of investment banking (from April 2013 to May 2017) and the senior vice president (from May 2017 to\nOctober 2018), leading effort of the US-China cross border investment, mergers & acquisitions, and initial public offerings. Ms.\nXu received her Bachelor’s degree in Telecommunication Engineering from Sun Yat-Sen (Zhongshan) University in 2004 and a Master’s\ndegree in Economics from New York University in 2009.\n\n \n\n**Chuang Chen** has been an independent\ndirector of our Company since July 2025. Mr. Chen is a certified public accountant. Mr. Chen has been a partner at Zhongxinghua Accounting\nFirm since November 2011. Prior to Zhongxinghua, he was a department manager at Zhongxingcai Guanghua Accounting firm from November 2018\nto October 2021. From November 2017 to November 2018, Mr. Chen was a non-equity partner at Ruihua Certified Public Accountants. Mr. Chen\nearned his bachelor’s degree in accounting from Handan Agricultural College in 1996 and became a certified public accountant in China\nin 2004. He has extensive experience in initial public offerings and has advised a number of companies going public in China and the\nUnited States, including Huan China Sun Pharmaceutical Machinery Co. Ltd. and Sichuan Goldstone Orient New Material Equipment Inc.’s\nlistings on the Shenzhen Stock Exchange. Mr. Chen is a financial expert in auditing, accounting, and setting up internal control systems.\nSince November 2023, he has held the position of an independent director and the Chair of the Audit Committee at QQJ Inc.\n\n \n\n**Junwei Shao**, has been an independent\ndirector of our Company since July 2025. Mr. Shao has served as the president of Shanghai Lejia Information Co., Ltd. Since April 2015.\nPrior to that, Mr. Shao acted as the president for Shanghai Yunhe Information Technology Co., Ltd., providing digital cloud services\nfor hotels in China. Mr. Shao earned his bachelor’s degree in applied computer science from Shanghai University in 2001.\n\n \n\nNone of the events listed in Item 401(f) of Regulation\nS-K has occurred during the past ten years that is material to the evaluation of the ability or integrity of any of our directors, director\nnominees or executive officers. There are no family relationships between each of our directors and officers. There were no arrangement\nor understanding with major shareholders, customers, suppliers or others, pursuant to which persons referred to above were selected as\na director or member of our senior management.\n\n \n\n**Limitation on Liability and Other Indemnification Matters**\n\n \n\nThe Companies Act does not limit the extent to\nwhich a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the\nextent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification\nagainst civil fraud or the consequences of committing a crime. Our Amended and Restated Memorandum and Articles of Association permit\nindemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses\nor damages arise from dishonesty of such directors or officers.\n\n \n\nInsofar as indemnification for liabilities arising\nunder the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have\nbeen informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is\ntherefore unenforceable.\n\n \n\n98\n\n \n\n \n\nB. Compensation of Directors and Executive Officers\n\n \n\n**Summary Compensation Table**\n\n \n\nFor the year ended December 31, 2025, we paid\nan aggregate of approximately RMB0.27 million (US$0.04 million) in cash to our executive officers and directors. The\nfollowing table sets forth certain information with respect to compensation for the fiscal year ended December 31, 2025, earned by\nor paid to our chief executive officer and principal executive officer, our principal financial officer, and our other most highly\ncompensated executive officers whose total compensation exceeded US$100,000 (the “named executive officers”). \n\n \n\nName and Principal Position \nYear  \nSalary\n(US$)  \nBonus\n(US$)  \nStock\nAwards\n(US$)  \nOption\nAwards\n(US$)  \nNon-Equity\nIncentive Plan\nCompensation  \nDeferred\nCompensation\nEarnings  \nOther  \nTotal (US$) \n\nJie Liu(1) \n\nCEO and Chairman\n \n 2025  \n 26,713  \n      -  \n      -  \n      -  \n      -  \n      -  \n      -  \n 26,713 \n\nXiangmei Zeng(2) CFO \n 2025  \n 10,990  \n -  \n -  \n -  \n -  \n -  \n -  \n 10,990 \n\n \n\n(1)Appointed\nas the CEO and Chairman effective as of June 2021.\n\n \n\n(2)Appointed\nas the CFO effective as of October 2023.\n\n \n\nWe have not set aside or accrued any amount to\nprovide pension, retirement, or other similar benefits to our directors and executive officers, except as required by applicable law. Our subsidiaries and the PRC operating\nentities are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension\ninsurance, medical insurance, unemployment insurance, and other statutory benefits and a housing provident fund. For compensation share\nand option grants to our officers and directors, see “Share Compensation Plans.”\n\n \n\nEmployment Agreements and Indemnification Agreements\n\n \n\nWe have entered into employment agreements with\neach of our executive officers. Pursuant to employment agreements, we agree to employ each of our executive officers for a specified\ntime period, which may be automatically renewed for successive 1 year unless either party gives the other party a written notice to terminate\nthe agreement three months prior to the expiration of the current employment term. We may terminate the employment for cause, at any\ntime, without notice or remuneration, for certain acts of the executive officer, including but not limited to the commitments of any\nserious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offense, willful\ndisobedience of a lawful and reasonable order, fraud or dishonesty, receipt of bribery, or severe neglect of his or her duties. An executive\nofficer may terminate his or her employment at any time with a three-month prior written notice. Each executive officer agrees to hold,\nboth during and after the employment agreement expires, in strict confidence and not to use or disclose to any person, corporation or\nother entity without written consent, any confidential information.\n\n \n\nWe have also entered into indemnification agreements\nwith certain of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers\nagainst certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director\nor officer of our Company.\n\n \n\nShare Incentive Plans\n\n \n\n*2022 Share Compensation Plan (the “2022 Plan”)*\n\n \n\nWe have adopted a 2022 Share Compensation Plan\n(the “2022 Plan”). The Plan provides for discretionary grants of Awards (as defined in the Plan) to key employees, directors\nand consultants of the Company. The purpose of the Plan is to recognize contributions made to our company and its subsidiaries by such\nindividuals and to provide them with additional incentive to achieve the objectives of our Company.\n\n \n\nThe number of Ordinary Shares that may be issued\nunder the Plan is the maximum aggregate number of Ordinary Shares reserved and available pursuant to this Plan shall be the aggregate\nof (i) 120,625 Ordinary Shares (or up to 123,718 Ordinary Shares if the underwriters fully exercise the over-allotment option) (1% of\nthe total issued and outstanding Ordinary Shares immediately after the consummation of the initial offering) and (ii) on each January\n1, starting with January 1, 2022 until December 31, 2027, an additional number of Ordinary Shares equal to the lesser of (A) 2% of the\noutstanding number of Ordinary Shares (on a fully-diluted basis) on the immediately preceding December 31, and (B) such lower number\nof Ordinary Shares as may be determined by the Committee, subject in all cases to adjustment as provided in.\n\n \n\n99\n\n \n\n \n\nThe Plan is administered by our board of directors\nor the Compensation Committee of the board of directors. The Board of Directors in its sole discretion may terminate this 2022 Plan at\nany time. The Board of Directors may amend this 2022 Plan at any time in such respects as the Board of Directors may deem advisable.\n\n \n\nNo grants have been made under the plan as of\nthe date of this Annual Report.\n\n \n\n*2024 Equity Incentive Plan (the “2024 Plan”)*\n\n \n\nWe have adopted a 2024 Equity Incentive Plan (the\n“2024 Plan”), which will expire on March 19, 2034. The maximum number of our Ordinary Shares issuable under the 2024 Plan\nis 1,200,000. The purpose of the 2024 Plan is to promote the success of the Company and to increase shareholder value by providing an\nadditional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons and\nto enhance the alignment of the interests of the selected participants with the interests of the Company’s shareholders. The Board\nmay, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No awards may be granted\nduring any period that the Board suspends this Plan.\n\n \n\nThis Plan shall be administered by board of directors\nor one or more its committees (or subcommittees, as the case may be) appointed by the Board or another committee (within its delegated\nauthority) to administer all or certain aspects of this 2024 Plan.\n\n \n\nAs of the date of this annual report, no equity\nawards under the 2024 Plan had been granted to our directors or executive officers. Our employees and other eligible individuals, excluding\nmembers of senior management as a group, held equity awards with respect to an aggregate of 1,200,000 ordinary shares under the 2024 Plan.\n\n \n\nC. Board Practices\n\n \n\nComposition of Board; Risk Oversight\n\n \n\nOur Board of Directors consists of four (4) directors\nas of this Annual Report. Pursuant to our Amended and Restated Memorandum and Articles of Association, our officers will be elected by\nand serve at the discretion of the board. There are no family relationships between any of our executive officers and directors. Officers\nare elected by, and serve at the discretion of, the board of directors.\n\n \n\nThere is no formal requirement under the Company’s\nAmended and Restated Memorandum and Articles of Association mandating that we hold an annual meeting of our shareholders. However, notwithstanding\nthe foregoing, we may hold such meetings to, among other things, elect our directors.\n\n \n\nOur board plays a significant role in our risk\noversight. The board makes all relevant Company decisions. As such, it is important for us to have our Chief Executive Officer serve\non the board as he plays key roles in the risk oversight or the Company. As a company with a small board of directors, we believe it\nis appropriate to have the involvement and input of all of our directors in risk oversight matters.\n\n \n\nDirector Independence\n\n \n\nOur board has reviewed the independence of our\ndirectors, applying the NASDAQ independence standards. Based on this review, the board determined that each of Ms. Junwei Shao, Mr. Chenglong\nYang, and Mr. Chuang Chen is “independent” within the meaning of the NASDAQ rules. In making this determination, our board\nconsidered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board deemed\nrelevant in determining their independence.\n\n \n\n100\n\n \n\n \n\nDuties of Directors\n\n \n\nUnder Cayman Islands law, all of our directors\nowe three types of duties to us: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Companies Act (Revised)\nof the Cayman Islands imposes a number of statutory duties on a director. A Cayman Islands director’s fiduciary duties are not\ncodified, however the courts of the Cayman Islands have held that a director owes the following fiduciary duties: (a) a duty to act in\nwhat the director *bona fide* considers to be in the best interests of the company, (b) a duty to exercise their powers for the\npurposes they were conferred, (c) a duty to avoid fettering his or her discretion in the future and (d) a duty to avoid conflicts of\ninterest and of duty. The common law duties owed by a director are those to act with skill, care and diligence that may reasonably be\nexpected of a person carrying out the same functions as are carried out by that director in relation to the company and, also, to act\nwith the skill, care and diligence in keeping with a standard of care commensurate with any particular skill they have which enables\nthem to meet a higher standard than a director without those skills. In fulfilling their duty of care to us, our directors must ensure\ncompliance with our articles of association, as amended and restated from time to time. We have the right to seek damages if a duty owed\nby any of our directors is breached.\n\n \n\n*Remuneration and Borrowing*\n\n \n\nUntil otherwise determined\nby the company by ordinary resolution, the directors may receive such remuneration as our board of directors may determine from time\nto time. Each director is entitled to be paid for the expenses incurred in the Company’s business including\nattendance at directors’ meetings. The compensation committee will assist\nthe directors in reviewing and approving the compensation structure for the directors. Our board of directors may exercise all the\npowers of the company to borrow money and to mortgage or charge our undertakings and property or any part thereof, to issue\ndebentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of\nthe company or of any third party.\n\n \n\nBoard Committees\n\n \n\nWe have established three committees under the\nboard of directors: an audit committee, a compensation committee, and a nominating and corporate governance committee. Our independent\ndirectors are serving on each of the committees. We have adopted a charter for each of the three committees. Each committee’s members\nand functions are described below.\n\n* *\n\n*Audit Committee.*Our audit committee consists\nof our three independent directors. Chuang Chen is the chairperson of our audit committee. We have determined that each of our independent\ndirectors also satisfy the “independence” requirements of Rule 10A-3 under the Securities Exchange Act. Our board also has\ndetermined that Chuang Chen qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial\nsophistication within the meaning of the Nasdaq listing rules. The audit committee oversees our accounting and financial reporting processes\nand the audits of the financial statements of our Company. The audit committee is responsible for, among other things:\n\n \n\n \n●\nappointing the independent\nauditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;\n\n \n\n \n●\nreviewing with the independent\nauditors any audit problems or difficulties and management’s response;\n\n \n\n \n●\ndiscussing the annual audited\nfinancial statements with management and the independent auditors;\n\n \n\n \n●\nreviewing the adequacy and\neffectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial\nrisk exposures;\n\n \n\n \n●\nreviewing and approving all\nproposed related party transactions;\n\n \n\n \n●\nmeeting separately and periodically\nwith management and the independent auditors; and\n\n \n\n \n●\nmonitoring compliance with\nour code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.\n\n* *\n\n*Compensation Committee.*Our compensation\ncommittee consists of our three independent directors. Chenglong Yang is the chairperson of our compensation committee. The compensation\ncommittee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating\nto our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation\nis deliberated. The compensation committee is responsible for, among other things:\n\n \n\n \n●\nreviewing and approving the\ntotal compensation package for our most senior executive officers;\n\n \n\n \n●\napproving and overseeing the\ntotal compensation package for our executives other than the most senior executive officers;\n\n \n\n101\n\n \n\n \n\n \n●\nreviewing and recommending\nto the board with respect to the compensation of our directors;\n\n \n\n \n●\nreviewing periodically and\napproving any long-term incentive compensation or equity plans;\n\n \n\n \n●\nselecting compensation consultants,\nlegal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management;\nand\n\n \n\n \n●\nreviewing programs or similar\narrangements, annual bonuses, employee pension and welfare benefit plans.\n\n* *\n\n*Nominating and Corporate Governance Committee.*Our nominating and corporate governance committee consists of our three independent directors. Chuang Chen is the chairperson of\nour nominating and corporate governance committee. The nominating and corporate governance committee will assist the board of directors\nin selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating\nand corporate governance committee is responsible for, among other things:\n\n \n\n \n●\nidentifying and recommending\nnominees for election or re-election to our board of directors or for appointment to fill any vacancy;\n\n \n\n \n●\nreviewing annually with our\nboard of directors its current composition in light of the characteristics of independence, age, skills, experience and availability\nof service to us;\n\n \n\n \n●\nidentifying and recommending\nto our board the directors to serve as members of committees;\n\n \n\n \n●\nadvising the board periodically\nwith respect to significant developments in the law and practice of corporate governance as well as our compliance with applicable\nlaws and regulations, and making recommendations to our board of directors on all matters of corporate governance and on any corrective\naction to be taken; and\n\n \n\n \n●\nmonitoring compliance with\nour code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.\n\n* *\n\nD. Employees\n\n \n\nAs of April 27, 2026, we have a total of 176 full-time\nemployees, of which 108 are in the manufacturing department, 31 are in research and development department, and 37 are in administrative\ndepartment.\n\n \n\nWe have standard employment, comprehensive confidentiality\nand non-compete agreements with our management and standard confidentiality and non-compete terms with all other employees. As required\nby laws and regulations in China, we participate in various social security plans that are organized by municipal and provincial governments,\nincluding pension insurance, medical insurance, unemployment insurance, maternity insurance, job-related injury insurance and housing\nfund. We are required by PRC laws to make contributions to employee social security plans at specified percentages of the salaries, bonuses\nand certain allowances of our employees, up to a maximum amount specified by the local government from time to time.\n\n \n\nWe believe that we maintain a good working relationship\nwith our employees, and we have not experienced any labor disputes. None of our employee is represented by a labor union or covered by\ncollective bargaining agreements. We have not experienced any work stoppages.\n\n \n\nE. Share Ownership\n\n \n\nSee Item 7 below.\n\n \n\nF. Disclosure of a registrant’s action to recover erroneously\nawarded compensation.\n\n \n\nDuring and after our last completed fiscal year\nended December 31, 2025, no requirement arose to prepare an accounting restatement that required recovery of erroneously awarded compensation\npursuant to our compensation recovery policy. There was no outstanding balance as of the end of the last completed fiscal year of erroneously\nawarded compensation to be recovered from the application of the compensation recovery policy to a prior restatement.\n\n \n\n102"}