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United States securities and exchange commission logo
October 27, 2023
Hue Kwok Chiu
Chief Executive Officer
Smart Logistics Global Limited
Unit 702, Level 7, Core B, Cyberport 3
100 Cyberport Road
Pokfulam, Hong Kong 999077
Re:Smart Logistics Global Limited
Draft Registration Statement on Form F-1
Submitted October 2, 2023
CIK No. 0001987189
Dear Hue Kwok Chiu:
            We have reviewed your draft registration statement and have the following comments.
            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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 submitted October 2, 2023
Prospectus Cover Page, page i
1.Please disclose the location of your auditor’s headquarters and whether and how the
Holding Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023, and related regulations will affect your company.
2.We note your disclosure stating that your shares offered in this prospectus are shares of
your Cayman Islands holding company, which has no material operations of its own and
conducts all of its operations through the operating entities established in the People’s
Republic of China, or the PRC.  Please also provide a cross-reference to your detailed
discussion of risks facing the company and the offering as a result of this structure.
3.We note your disclosure that recently, "the PRC government initiated a series of
regulatory actions and made a number of public statements on the regulation of business

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operations in China, including cracking down on illegal activities in the securities market,
enhancing supervision over China-based companies listed overseas, adopting new
measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-
monopoly enforcement."  Please expand your disclosure to include recent statements and
regulatory actions by China's government related to the use of variable interest entities.  In
addition, please clarify whether you are subject, directly or indirectly, to any of such
recent statements and regulatory actions, including those related to the use of variable
interest entities and data security or anti-monopoly concerns. In that regard, we note your
disclosure that "[a]s advised by our PRC counsel, Jia Yuan Law Offices, as of the date of
this prospectus, we are not directly subject to these regulatory actions or statements, as we
have not implemented any monopolistic behavior."  To the extent you may be indirectly
subject to such recent statements and regulatory actions, please discuss how they have or
may impact your ability to conduct your business, accept foreign investments or list on a
U.S. or other foreign exchange.
4.Clearly disclose how you will refer to the holding company and its subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.  Refrain from using terms such as "we" or "our" when describing
activities or functions of a subsidiary.
5.We note your definition of "China” or the “PRC,” referring to the People’s Republic of
China, excludes the special administrative regions of Hong Kong and Macau.  Please
revise your disclosure throughout to clarify that the legal and operational risks associated
with operating in China also apply to Hong Kong and Macao.  For instance, clarify that
the PRC government has significant authority to intervene or influence
your Hong Kong subsidiary at any time, which could result in a material adverse change
to your business, prospects, financial condition, and results of operations, and the value of
your securities.  In addition, discuss any commensurate laws and regulations
in Hong Kong, where applicable throughout the prospectus, and the risks and
consequences to you associated with those laws and regulations.  As an example, if certain
of your directors are located in Hong Kong, expand your disclosure related to the
enforceability of civil liabilities to address Hong Kong.  Additionally, we note you
hold all of the equity interests in your PRC subsidiaries through a subsidiary incorporated
in Hong Kong.
6.We note your disclosure regarding the Trial Measures states that you are actively
gathering recording documents and plan to submit them to CSRC in the near future.
Please revise to clearly state whether you will be required to complete the filing process
and the current status of your application.
7.Where you discuss the control that will be held by Mr. Hue Kwok Chiu following the
offering, please disclose that Mr. Chiu will have the ability to control matters requiring
shareholder approval, including the election of directors, amendment of organizational
documents and approval of major corporate transactions.

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Prospectus Summary
Overview, page 1
8.We note your principal executive office is in Hong Kong and you conduct all of your
operations through the operating entities established in the People’s Republic of China, or
the PRC.  Provide a clear description of how cash is transferred through your
organization.  Disclose your intentions to distribute earnings or settle amounts.  Quantify
any cash flows and transfers of other assets by type that have occurred between the
holding company, its subsidiaries, and direction of transfer.  Quantify any dividends or
distributions subsidiaries have made to the holding company or other subsidiaries, which
entity made such transfer, and their tax consequences.  Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences.  Your
disclosure should make clear if no transfers, dividends, or distributions have been made to
date.  Describe any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors.  Describe any restrictions and
limitations on your ability to distribute earnings from the company, including your
subsidiaries, to the parent company and U.S. investors.  Please also include corresponding
disclosure in the prospectus summary section.
9.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the Company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus.  For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale.  Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
10.We note that you are not subject to cybersecurity review and approval by the CAC for this
offering and our proposed listing.  Disclose each permission or approval that you and your
subsidiaries are required to obtain from Chinese authorities to operate your business and
to offer the securities being registered to foreign investors.  State affirmatively whether
you have received all requisite permissions or approvals and whether any permissions or
approvals have been denied.  Please also describe the consequences to you and your
investors if you or your subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to

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obtain such permissions or approvals in the future.
11.We note you disclose that a significant portion of your customers are large institutional
customers and you typically enter into long-term contracts with them for logistics
solutions on a year-to-year basis.  However, you also disclose elsewhere that your
transportation services contracts generally have a term of one-year.  Please clarify the
general range of length of time of your long-term contracts.
Corporate Structure, page 2
12.Please revise to disclose clearly the ownership of the entities by direct equity interest by
solid line or arrows and entities controlled by contractual arrangements (i.e. VIEs) by
dotted line or arrows and include a legend.  If you do not use VIE structure, please clarify
here.
Implications of Our Being an "Emerging Growth Company", page 2
13.Please update your disclosure here and elsewhere to reflect that the current revenue
threshold for an emerging growth company is $1.235 billion.
Risk Factors , page 4
14.Given the significant oversight and discretion of the government of the People’s Republic
of China (PRC) over the operations of your business, please describe any material impact
that intervention or control by the PRC government has or may have on your business or
on the value of your securities.  We remind you that, pursuant to federal securities rules,
the term “control” (including the terms “controlling,” “controlled by,” and “under
common control with”) means “the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise."
The trading price of our Shares may be volatile, which could result in substantial losses to
investors, page 4
15.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats.  Please expand your disclosure in this risk factor to address the
potential for rapid and substantial price volatility and any known factors particular to your
offering that may add to this risk and discuss the risks to investors when investing in stock
where the price is changing rapidly.  Clearly state that such volatility, including any stock-
run up, may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.

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We retain certain personal information about our users and may be subject to various privacy and
consumer protection laws, page 4
16.We note you disclose that you are not required to apply for the cybersecurity review for
this offering under the Cybersecurity Review Measures.  Please expand your disclosure to
clarify whether greater oversight by the Cyberspace Administration of China may impact
your business, as well as this offering, and discuss the consequences to you and your
investors if you inadvertently conclude that the cybersecurity review measures do not
apply to you and you are required to conduct a cybersecurity review in the future.
We use third-party services in connection with our business, and any disruption to these services
could result in a disruption..., page 4
17.We note your disclosure here that two payment and administrative services suppliers are
responsible for a significant part of your total cost of revenue.  We also note your
disclosure that you provided loans to two suppliers under Liquidity and Capital
Resources.  Please describe your current relationship with these third party providers.  In
addition, expand your disclosure here and elsewhere, as appropriate, to discuss the
material terms of any of your arrangements with your third-party suppliers and tell us
what consideration you gave to filing the agreements that govern your arrangements with
them.
You must rely on the judgment of our management as to the use of the net proceeds from this
offering..., page 4
18.Your disclosure here that you plan to use the net proceeds of this offering primarily for
working capital purposes appears inconsistent with the disclosure under "Use of
Proceeds."  Please advise or revise.
Risks Related to Our Business and Industry, page 4
19.We note you have identified material weaknesses and deficiencies in your internal control
over financial reporting as at December 31, 2022.  Please expand your disclosures to
include management's current plans, if any, or action already undertaken, for
remediating these material weaknesses.
Use of Proceeds, page 7
20.Please revise to quantify the dollar amount of net proceeds to be allocated for each
principal intended use.  If the anticipated proceeds will not be sufficient to fund all the
proposed purposes, please disclose the amounts and sources of other funds needed.  In
addition, ensure your disclosure is consistent with your disclosure under Use of Proceeds
disclosure on page 3.

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Management's Discussion and Analysis of Financial Condition and Results of Operations, page
13
21.We note your disclosure that the COVID-19 pandemic had an adverse impact on your
operations and that you leveraged a strategy to target customers in core industries of the
PRC to control the adverse impact of the COVID-19 pandemic.  Please expand your
disclosure to discuss whether and how supply chain disruptions have or are expected to
impact your results of operations or capital resources.  For example, discuss whether you
have or expect to experience operational suspension due to lack of equipment or labor
shortages, higher costs due to challenges sourcing materials, or surges or declines in
consumer demand.  Explain whether and how you have undertaken efforts to mitigate the
impact, and where possible quantify the impact, to your business.  To the extent
applicable, please also include related risk factor disclosure.
22.Please provide information regarding your research and development activities as
provided by Part I, Item 5.C. of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 14
23.We note you derive revenue by providing