SecProbe.io

December 2, 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 Registration Statement on Form F-1
Filed November 20, 2024
File No. 333-282504
Dear Hue Kwok Chiu:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1
Cover Page
1.Please revise to include in the Cover Page and Prospectus Summary, disclosures
relating to dividends declared and paid subsequent to June 30, 2024 discussed in Note
17. Subsequent Events, page F-22.
Exhibits
The third paragraph of Exhibit 5.1 includes an inappropriate limitation on
the documents reviewed and review conducted. Counsel may indicate that the
identified items were the only items reviewed if it also states that it determined that
the identified documents included all documents that it deemed relevant to rendering
an opinion. Please file amended opinion that either removes the language indicating 2.

December 2, 2024
Page 2
that such counsel's review was limited to the identified items or include a statement
that counsel determined that the identified items were the only documents and
searches relevant to rendering an opinion. In addition, each of numbered assumptions
5 through 10 of Schedule 2 to the legality opinion appears to be overly broad. Please
file a revised opinion without those assumptions, or provide an explanation as to why
each of those assumptions would be appropriate. Counsel may assume in a legality
opinion that representations of officers and employees are correct as to questions of
fact, including with regard to these items. On the other hand, counsel may not assume
any of the material facts underlying the opinion or any readily ascertainable facts. See
Staff Legal Bulletin No. 19 at Section II.B.3.a.
3.We note that you have filed a short-form tax opinion as Exhibit 8.1, which is included
in Exhibit 5.1. Please revise your registration statement to clearly state that the
disclosure under Material Income Tax Considerations is the opinion of counsel, name
counsel and clearly identify and articulate the opinion being rendered. Refer to
Section III.B.2 of Staff Legal Bulletin No. 19.
            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.