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January 5, 2024
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
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted December 15, 2023
CIK No. 0001987189
Dear Hue Kwok Chiu:
            We have reviewed your amended 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.
Unless we note otherwise, any references to prior comments are to comments in our October 27,
2023 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note you have removed disclosure related to how cash is transferred through your
organization. Please revise your disclosure here to provide a description of how cash is
transferred through your organization and disclose your intentions to distribute earnings or
settle amounts. State whether any transfers, dividends, or distributions have been made to
date between the holding company and its subsidiaries, or to investors, and quantify the
amounts where applicable.

 FirstName LastNameHue Kwok Chiu
 Comapany NameSmart Logistics Global Limited
 January 5, 2024 Page 2
 FirstName LastNameHue Kwok Chiu
Smart Logistics Global Limited
January 5, 2024
Page 2
2.We note your revised disclosure in response to prior comment 5. Please clarify that the
PRC government may intervene or influence your or your Hong Kong subsidiary's
operations at any time.
Prospectus Summary
Overview, page 1
3.We note your response to comment 8 and reissue in part. On page 3 and 41, you indicate
that "... In the ordinary course of our business, funds are transferred among our PRC
subsidiaries for working capital purposes..." Please specifically disclose cash flows that
have occurred between PRC subsidiaries, other subsidiaries and Holding Company for
working capital purposes during the periods presented.

Summary of Risk Factors, page 3
4.We note you included an additional cross reference in your summary of risk factors in
response to prior comment 9 and and reissue the comment. Please expand your summary
of risk factors to 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.
5.We note your response to prior comment 10 and reissue it in part. Please revise your
disclosure here to 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. Please also 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
obtain such permissions or approvals in the future. In addition, please include a separate
header on page 6 for the disclosure regarding the CSRC approval process.

 FirstName LastNameHue Kwok Chiu
 Comapany NameSmart Logistics Global Limited
 January 5, 2024 Page 3
 FirstName LastNameHue Kwok Chiu
Smart Logistics Global Limited
January 5, 2024
Page 3
Risk Factors
Risks Related to Doing in Business in China
The PRC government may intervene or influence our operations in China (including Hong
Kong) at any time..., page 17
6.We note your revised disclosure in response to prior comment 14. Please expand your
disclosure to describe any material impact that control by the Chinese government has or
may have on your business or on the value of your securities. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action 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.
Business, page 70
7.We note your response to prior comment 28 and reissue it in part. Please revise your
graphic on page 85, including small print, so that the graphic is legible.
Payment and Engagement of Truckers, page 87
8.We note your response to prior comment 17 and reissue it in part. With respect to the two
loan agreements with your suppliers, please provide additional analysis as to why the
loans are not material in significance pursuant to Item 601(b)(10)(i)(A) of Regulation S-K.
Management
Director and Executive Officer Compensation Table, page 98
9.Please update your executive compensation disclosure to reflect the fiscal year ended
December 31, 2023. For guidance, refer to Item 6.B of Form 20-F.
Related Party Transactions, page 100
10.Please revise your disclosure to reflect your response to prior comment 30.
Financial Statements
2. Summary of Significant Accounting Policies
Revenue recognition, page F-12
11.We note your disclosure that the customer can only obtain benefits when the goods are
delivered to the destination and revenue is recognized at the point in time when delivery
of goods is made and customer has accepted delivery. It appears that transportation
services will likely meet the criteria for revenue recognition over time as the customer
simultaneously receives and consumes the benefit as the entity performs. The customer
benefits from the entity’s performance as it occurs if another entity would not need to
substantially re-perform the entity’s performance (for example, distance already travelled)

 FirstName LastNameHue Kwok Chiu
 Comapany NameSmart Logistics Global Limited
 January 5, 2024 Page 4
 FirstName LastName
Hue Kwok Chiu
Smart Logistics Global Limited
January 5, 2024
Page 4
to date. An entity should disregard any contractual provisions that restrict an entity from
transferring its obligations to another entity. Tell us in detail how you considered and
evaluated ASC 606-10-55-6 and concluded that recognition of revenue over time is not
appropriate. Refer to Basis for Conclusions of ASU 2014-09 – BC 126 for additional
guidance. Provide us with specific accounting literature that supports your accounting
position. Revise your disclosures as necessary.
            Please contact Joanna Lam at 202-551-3476 or Raj Rajan at 202-551-3388 if you have
questions regarding comments on the financial statements and related matters. Please contact
Claudia Rios at 202-551-8770 or Karina Dorin at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jane K. P. Tam, Esq.