SEC Comment Letter 0000000000-22-013034 to Jayud Global Logistics Ltd (JYD) (CIK 0001938186) (JYD)
Jayud Global Logistics Ltd (JYD) (CIK 0001938186)
Date: Dec. 2, 2022 · CIK: 0001938186 · Accession: 0000000000-22-013034
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United States securities and exchange commission logo
December 2, 2022
Xiaogang Geng
Chief Executive Officer
Jayud Global Logistics Ltd
4th Floor, Building 4, Shatoujiao Free Trade Zone
Shenyan Road, Yantian District
Shenzhen, China 518000
Re:Jayud Global Logistics Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted November 17, 2022
CIK No. 0001938186
Dear Xiaogang Geng:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Regisistration Statement on Form F-1
Cover Page
1.Please enhance the disclosure in the third paragraph of the cover page by disclosing that
you have a dual-class structure.
2.Please clarify the disclosure in the fourth paragraph by disclosing that your chief
executive offer will own all Class B ordinary shares.
FirstName LastNameXiaogang Geng
Comapany NameJayud Global Logistics Ltd
December 2, 2022 Page 2
FirstName LastName
Xiaogang Geng
Jayud Global Logistics Ltd
December 2, 2022
Page 2
Risk Factors, page 18
3.We note your disclosure that you have adopted a dual-class structure in which Class B
ordinary shares are entitled to 10 votes on all matters subject to a vote at general meetings
of the Company, and each share is convertible into one Class A ordinary share at any time
at the option of the holder. Please revise your disclosure to include a risk factor that
details the risks involved with the Class B Ordinary shares, including, but not limited to;
how future issuances of Class B ordinary shares may be dilutive to Class A ordinary
shareholders, and how the conversion of Class B shares may impact Class A
shareholders. In addition, revise to discuss the impact the dual-class structure will have
on the ability of Class B holders to control matters requiring shareholder approval,
including election of directors and amendments to organizational documents, as well as
approval of major corporate transactions.
You may contact Yong Kim, Staff Accountant at 202-551-3323 or Gus Rodriguez,
Accounting Branch Chief at 202-551-3752 if you have questions regarding comments on the
financial statements and related matters. Please contact Michael Purcell, Staff Attorney at 202-
551-5351 or Loan Lauren Nguyen, Legal Branch Chief at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Yang Ge