SecProbe.io

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SMART LOGISTICS GLOBAL LIMITED

VIA EDGAR

September 26, 2025

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Finance

Washington, D.C. 20549

Attn:

 Claudia Rios

 Karina Dorin

 Re:

 SMART LOGISTICS GLOBAL LIMITED

Registration Statement on Form F-1, as amended

Initially Filed on July 14, 2025

File No. 333-288664

Pursuant to Rule 461 under the Securities Act of 1933, as amended, SMART LOGISTICS GLOBAL LIMITED hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 5:00 p.m. ET on September 30, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Hue Kwok Chiu

 Hue Kwok Chiu

 Chief Executive Officer

cc:

 Loeb & Loeb LLP

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Craft Capital Management LLC

VIA EDGAR

September 26, 2025

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Finance

Washington, D.C. 20549

Attn:

 Claudia Rios

 Karina Dorin

 Re:

 SMART LOGISTICS GLOBAL LIMITED

Registration Statement on Form F-1, as amended

Initially Filed on July 14, 2025

File No. 333-288664

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Craft Capital Management LLC, as the underwriter, hereby joins the Company’s request for acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. ET on September 30, 2025, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the preliminary prospectus to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

Craft Capital Management LLC

By:

 /s/ ​ Stephen Kiront

Name:

 Stephen Kiront

Title:

 Chief Operating Officer

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 Loeb & Loeb LLP

901 New York Avenue, N.W.

Washington, D.C. 20001

345 Park Avenue

New York, NY  10154

Main        202.618.5000
Fax          202.217.2554

Main        212.407.4000
Fax          212.407.4990

September 8, 2025

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attn: Claudia Rios and Karina Dorin

Re: Smart Logistics Global Limited

Amendment No. 1 to Registration Statement on Form F-1

Filed August 20, 2025

File No. 333-288664

Dear Ms. Rios and Ms. Dorin:

On behalf of our client, Smart Logistics Global Limited (the “Company”), we hereby provide a response to the comments issued in a letter dated September 5, 2025 (the “Staff’s Letter”) regarding the Company’s Registration Statement on Form F-1 (the “F-1”).  Contemporaneously, we are filing the Amendment No. 2 to Registration Statement on Form F-1 via Edgar (the “Amendment No. 2”).

In order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the Amendment No. 2, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

Amendment No. 1 to Registration Statement on Form F-1
General

1.We note your cover page disclosure that on October 17, 2024 and November 11, 2024 (i) Fuzhou Jiabin declared a dividend of RMB31,593,400 (US$4.44 million) and RMB21,053,000 (US$2.91 million), respectively, to Jiangxi Jiabin, (ii) Jiangxi Jiabin then declared a dividend of RMB28,434,060 (US$3.99 million) and RMB18,947,700 (US$2.62 million), respectively, to Jiabin HK. and (iii) Jiabin HK then declared a dividend distribution of RMB27,012,357 (HKD29,483,035 or US$3.79 million) and RMB18,000,315 (HKD19,445,085 or US$2.49 million), respectively, to Mr. Hue Kwok Chiu through Amelia, SLG Cayman and ASL Venture Limited appears inconsistent with your cover page tabular disclosure summarizing cash transfers for the year ended December 31, 2024. We further note that such disclosures appear inconsistent with your disclosures on pages 50 and F-34 that although Jiangxi Jiabin declared dividends to Jiabin HK, it never

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paid such dividends and yet Jiabin HK declared and paid dividend distributions of RMB27,012,357 (HKD29,483,035 or US$3.79 million) and RMB18,000,315 (HKD19,445,085 or US$2.49 million) to Mr. Hue Kwok Chiu through Amelia, SLG Cayman and ASL Venture Limited. Please revise your disclosure to resolve these apparent inconsistencies or explain to us why no revision is necessary.

Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 5, 50, 72,131 and F-34.

Please call me at 202-524-8470 if you would like additional information with respect to any of the foregoing.  Thank you.

Sincerely,

/s/ Jane Tam

Jane Tam
Senior Counsel

cc:  Hue Kwok Chiu, Chief Executive Officer of Smart Logistics Global Limited

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September 5, 2025
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 August 20, 2025
File No. 333-288664
Dear Hue Kwok Chiu:
            We have reviewed your amended registration statement and have the following
comment.
            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
General
We note your cover page disclosure that on October 17, 2024 and November 11, 2024
(i) Fuzhou Jiabin declared a dividend of RMB31,593,400 (US$4.44 million) and
RMB21,053,000 (US$2.91 million), respectively, to Jiangxi Jiabin, (ii) Jiangxi Jiabin
then declared a dividend of RMB28,434,060 (US$3.99 million) and RMB18,947,700
(US$2.62 million), respectively, to Jiabin HK. and (iii) Jiabin HK then declared a
dividend distribution of RMB27,012,357 (HKD29,483,035 or US$3.79 million) and
RMB18,000,315 (HKD19,445,085 or US$2.49 million), respectively, to Mr. Hue
Kwok Chiu through Amelia, SLG Cayman and ASL Venture Limited appears
inconsistent with your cover page tabular disclosure summarizing cash transfers for
the year ended December 31, 2024. We further note that such disclosures appear 1.

September 5, 2025
Page 2
inconsistent with your disclosures on pages 50 and F-34 that although Jiangxi Jiabin
declared dividends to Jiabin HK, it never paid such dividends and yet Jiabin HK
declared and paid dividend distributions of RMB27,012,357 (HKD29,483,035 or
US$3.79 million) and RMB18,000,315 (HKD19,445,085 or US$2.49 million) to Mr.
Hue Kwok Chiu through Amelia, SLG Cayman and ASL Venture Limited. Please
revise your disclosure to resolve these apparent inconsistencies or explain to us why
no revision is necessary.
            Please contact Brian McAllister at 202-551-3341 or Craig Arakawa at 202-551-3650
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

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 Loeb & Loeb LLP

901 New York Avenue, N.W.

Washington, D.C. 20001

345 Park Avenue

New York, NY  10154

Main        202.618.5000
Fax          202.217.2554

Main        212.407.4000
Fax          212.407.4990

August 20, 2025

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attn: Claudia Rios and Karina Dorin

Re: Smart Logistics Global Limited

Registration Statement on Form F-1

Filed July 14, 2025

File No. 333-288664

Dear Ms. Rios and Ms. Dorin:

On behalf of our client, Smart Logistics Global Limited (the “Company”), we hereby provide a response to the comments issued in a letter dated August 8, 2025 (the “Staff’s Letter”) regarding the Company’s Registration Statement on Form F-1 (the “F-1”).  Contemporaneously, we are filing the Amendment No. 1 to Registration Statement on Form F-1 via Edgar (the “Amendment No. 1”).

In order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the Amendment No. 1, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

Registration Statement on Form F-1
Transfers of cash between SLG Cayman and our subsidiaries, page 3

1.On page 4 you disclose during the years ended December 31, 2023 and 2024, there were no cash transfers, with the exception of two capital injections of US$1 million and US$80,000 from Jiabin HK to Jiangxi JB in December 31, 2023 and March 2025, respectively. Please revise to identify the cash transfers for the dividend payments in October and November 2024, as disclosed at the top of page 5.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on pages 4 to 5.

Dividend Policy, page 49

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2.We note your statement that you have never declared or paid dividends on your shares. Revise and disclose the dividends declared on October 17, 2024 and November 11, 2024 and recorded in the consolidated financial statements for the fiscal year ended December 31, 2024. Revise disclosures elsewhere in your filing, as applicable.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page 50.

Capitalization, page 51

3.Please revise your capitalization table to be as of a date no earlier than 60 days prior to the date of the document. Also revise the table so that all financial amounts are presented in the same currency as your financial statement reporting currency. Convenience translations into the U.S. dollar may be presented if compliant with the guidance at Rule 3-20(b)(1) of Regulation S-X.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page 52.

Dilution, page 52

4.Tell us how you determined net tangible book value as of December 31, 2024, was $11.9 million, or $0.29 per share.

Response:  The Company has included the referenced disclosure on page 54 showing the calculations of the net tangible book value as of December 31, 2024.

Liquidity, assets and liabilities, page 65

5.Include disclosure that in the opinion of management, the working capital is sufficient for the company’s current requirements, or, if not, how it proposes to provide additional working capital if needed. See Item 5. B.1.(a) of Form 20-F.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page 67.

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Cash Flows, page 73

6.You disclose that operating activities and capital expenditures are your primary uses of cash. Discuss the company’s material cash requirements, including commitments for capital expenditures, as of the latest fiscal year end and any subsequent interim period, the general purpose of such requirements, and the anticipated source of funds needed to satisfy such requirements. See Item 5. B.3 of Form 20-F. For example, to the extent material, include commitments for the following capital expenditures items:

·On page F-27 you disclose that there are three buildings among the construction- in-progress at year end.

·On pages 93 and 98 you disclose the present focus on infrastructure investment which includes the development of smart logistic parks in Jiangxi that will be completed by the end of 2026.

·On page 100 you disclose that you will develop and deploy software and systems and upgrade your digital systems.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on pages 74 and 76.

Accounts receivable and contract assets, page 76

7.We note you disclose that you collected nearly all of the accounts receivable as of the date or your report. Include disclosure of the amount of outstanding contract assets as of December 31, 2024 that have been subsequently collected. In your discussion provide additional information such as an aging of contract assets, a description of concentration risks, and analysis of historical collection trends, as applicable.

Response:  In response to the Staff’s comment, the Company has added the disclosure on page 78.

Management
Employment Agreements and Director Agreements, page 120

8.We note you disclose that you have entered into director agreements with each of your directors. Please file such agreements. See Item 601(b)(1)(iii)(A).

Response:  In response to the Staff’s comment, the Company has filed such agreements as exhibits 10.17, 10.18 and 10.19.

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Change in Registrant’s Certifying Accountant, page 155

9.Please revise the disclosure to state whether the former accountant resigned, declined to stand for reelection or was dismissed and the date thereof. See Item 16F(a)(1)(i) of Form 20-F.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page 157.

Consolidated Financial Statements for the Fiscal Years Ended December 31, 2023 and 2024
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-15

10.Please tell us how you have considered the guidance in ASC 606-10-50-5 in presenting disaggregation of your revenues. In this regard, we note that you serve customers in four major sectors in the PRC, namely paper, steel, coal and food. Please revise your disclosures as necessary.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page F-15 showing the disaggregation of the Company’s revenues.

Contract Assets, page F-16

11.Provide all of the applicable disclosure requirements of ASC 606-10-50-8 and 50-10 for your contract balances. Include the disclosure requirements of paragraph 50-12A to the extent material.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page F-17.

3. Specific Risks
Concentration and credit risks
(a) Major customers, page F-23

12.You identify customer A accounted for 12% and 13% of your total revenues in 2023 and 2024. However we note your risk factor disclosure at page 15 indicates that one customer accounted for 35% and 37% of your revenues for these same periods. Please explain this inconsistency or revise your disclosures accordingly.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page 16.

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14. Income Taxes, page F-34

13.We note that Jiangxi Jiabin declared dividends of RMB28,434,060 and RMB18,947,000 to Jiabin HK in October and November 2024, respectively, and these dividends were subject to a 5% withholding tax in accordance with the PRC-Hong Kong Double Tax Treaty. We also note the Group did not provide for deferred income taxes and withholding taxes on the undistributed earnings of PRC subsidiaries during the two years ended December 31, 2024. ASC 740-30-25-17 requires a parent entity to have evidence of specific plans to support the assertion that the indefinite reversal criteria are met. Tell us the specifically documented plans for reinvestment during the two year period to support your assertion that the remittance of the earnings will be postponed indefinitely. Explain what occurred, when it became apparent that some or all of the undistributed earnings of your subsidiary would be remitted in the foreseeable future and why the related income taxes were not accrued as a current period expense in an earlier period. See ASC 740-30-25-17 and 25-19.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page 74 indicating the Company’s intention and plans for reinvestment and the consequences if some or all of the undistributed earnings would be remitted.

14.You disclose on page 5 that the Group’s declaration of dividends was a one-off event and you intend to keep any remaining undistributed earnings and future earnings for the foreseeable future. Tell us how you continue to assert the indefinite reinvestment of undistributed past and future earnings and why you are not required to record a deferred tax liability for any taxable temporary differences to measure the tax effect of an outside basis difference. Include the amount of undistributed earnings for the PRC subsidiaries which income taxes have not been provided for, as of December 31, 2024.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on pages 5 and 74 indicating the Company’s indefinite reinvestment of undistributed past and future earnings and the amount of undistributed earnings or the PRC subsidiaries.

Indemnification of Directors and Officers, page II-1

15.You reference a form of indemnification agreement to be filed as Exhibit 10.1 to this registration statement. However, a form of indemnification agreement is not filed as Exhibit 10.1. Please revise or advise.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page II-1.

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Exhibit Index
Exhibit 23.1, page II-4

16.Please have your accounting firm revise the accountant’s consent to refer to the audits of the consolidated financial statements of the Company as of December 31, 2024 and 2023 and for the two years in the period ended December 31, 2024 and 2023.

Response:  In response to the Staff’s comment, the Company has filed the revised consent as exhibit 23.1.

Please call me at 202-524-8470 if you would like additional information with respect to any of the foregoing.  Thank you.

Sincerely,

/s/ Jane Tam

Jane Tam
Senior Counsel

cc:  Hue Kwok Chiu, Chief Executive Officer of Smart Logistics Global Limited

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August 8, 2025
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
Registration Statement on Form F-1
F-1 filed July 14, 2025
File No. 333-288664
Dear Hue Kwok Chiu:
            We have reviewed your registration statement and have the following comment(s).
            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.
Registration Statement on Form F-1
Transfers of cash between SLG Cayman and our subsidiaries, page 3
1.On page 4 you disclose during the years ended December 31, 2023 and 2024, there
were no cash transfers, with the exception of two capital injections of US$1 million
and US$80,000 from Jiabin HK to Jiangxi JB in December 31, 2023 and March 2025,
respectively. Please revise to identify the cash transfers for the dividend payments in
October and November 2024, as disclosed at the top of page 5.
Dividend Policy, page 49
We note your statement that you have never declared or paid dividends on your
shares. Revise and disclose the dividends declared on October 17, 2024 and
November 11, 2024 and recorded in the consolidated financial statements for the
 2.

August 8, 2025
Page 2
fiscal year ended December 31, 2024. Revise disclosures elsewhere in your filing, as
applicable.
Capitalization, page 51
3.Please revise your capitalization table to be as of a date no earlier than 60 days prior
to the date of the document. Also revise the table so that all financial amounts are
presented in the same currency as your financial statement reporting currency.
Convenience translations into the U.S. dollar may be presented if compliant with the
guidance at Rule 3-20(b)(1) of Regulation S-X.
Dilution, page 52
4.Tell us how you determined net tangible book value as of December 31, 2024, was
$11.9 million, or $0.29 per share.
Liquidity, assets and liabilities, page 65
5.Include disclosure that in the opinion of management, the working capital is sufficient
for the company’s current requirements, or, if not, how it proposes to provide
additional working capital if needed. See Item 5. B.1.(a) of Form 20-F.
Cash Flows, page 73
6.You disclose that operating activities and capital expenditures are your primary uses
of cash. Discuss the company’s material cash requirements, including commitments
for capital expenditures, as of the latest fiscal year end and any subsequent interim
period, the general purpose of such requirements, and the anticipated source of funds
needed to satisfy such requirements. See Item 5. B.3 of Form 20-F. For example, to
the extent material, include commitments for the following capital expenditures items:
•On page F-27 you disclose that there are three buildings among the construction-
in-progress at year end.
•On pages 93 and 98 you disclose the present focus on infrastructure investment
which includes the development of smart logistic parks in Jiangxi that will be
completed by the end of 2026.
•On page 100 you disclose that you will develop and deploy software and systems
and upgrade your digital systems.
Accounts receivable and contract assets, page 76
7.We note you disclose that you collected nearly all of the accounts receivable as of the
date or your report. Include disclosure of the amount of outstanding contract assets as
of December 31, 2024 that have been subsequently collected. In your discussion
provide additional information such as an aging of contract assets, a description of
concentration risks, and analysis of historical collection trends, as applicable.
Management
Employment Agreements and Director Agreements, page 120
8.We note you disclose that you have entered into director agreements with each of your
directors. Please file such agreements. See Item 601(b)(1)(iii)(A).

August 8, 2025
Page 3
Change in Registrant's Certifying Accountant, page 155
9.Please revise the disclosure to state whether the former accountant resigned, declined
to stand for reelection or was dismissed and the date thereof. See Item 16F(a)(1)(i) of
Form 20-F.
Consolidated Financial Statements for the Fiscal Years Ended December 31, 2023 and 2024
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-15
10.Please tell us how you have considered the guidance in ASC 606-10-50-5 in
presenting disaggregation of your revenues.  In this regard, we note that you serve
customers in four major sectors in the PRC, namely paper, steel, coal and food.
Please revise your disclosures as necessary.
Contract Assets, page F-16
11.Provide all of the applicable disclosure requirements of ASC 606-10-50-8 and 50-10
for your contract balances.  Include the disclosure requirements of paragraph 50-12A
to the extent material.
3. Specific Risks
Concentration and credit risks
(a) Major customers, page F-23
12.You identify customer A accounted for 12% and 13% of your total revenues in 2023
and 2024.  However we note your risk factor disclosure at page 15 indicates that one
customer accounted for 35% and 37% of your revenues for these same periods.
Please explain this inconsistency or revise your disclosures accordingly.
14. Income Taxes, page F-34
13.We note that Jiangxi Jiabin declared dividends of RMB28,434,060 and
RMB18,947,000 to Jiabin HK in October and November 2024, respectively, and these
dividends were subject to a 5% withholding tax in accordance with the PRC-Hong
Kong Double Tax Treaty. We also note the Group did not provide for deferred income
taxes and withholding taxes on the undistributed earnings of PRC subsidiaries during
the two years ended December 31, 2024. ASC 740-30-25-17 requires a parent entity
to have evidence of specific plans to support the assertion that the indefinite reversal
criteria are met.  Tell us the specifically documented plans for reinvestment during the
two year period to support your assertion that the remittance of the earnings will be
postponed indefinitely.  Explain what occurred, when it became apparent that some or
all of the undistributed earnings of your subsidiary would be remitted in the
foreseeable future and why the related income taxes were not accrued as a current
period expense in an earlier period.  See ASC 740-30-25-17 and 25-19.
You disclose on page 5 that the Group’s declaration of dividends was a one-off event
and you intend to keep any remaining undistributed earnings and future earnings for
the foreseeable future. Tell us how you continue to assert the indefinite reinvestment
of undistributed past and future earnings and why you are not required to record a
deferred tax liability for any taxable temporary differences to measure the tax effect of 14.

August 8, 2025
Page 4
an outside basis difference. Include the amount of undistributed earnings for the PRC
subsidiaries which income taxes have not been provided for, as of December 31,
2024.
Indemnification of Directors and Officers, page II-1
15.You reference a form of indemnification agreement to be filed as Exhibit 10.1 to this
registration statement. However, a form of indemnification agreement is not filed as
Exhibit 10.1. Please revise or advise.
Exhibit Index
Exhibit 23.1, page II-4
16.Please have your accounting firm revise the accountant’s consent to refer to the audits
of the consolidated financial statements of the Company as of December 31, 2024 and
2023 and for the two years in the period ended December 31, 2024 and 2023.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Brian McAllister at 202-551-3341 or Craig Arakawa at 202-551-3650
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

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SMART LOGISTICS GLOBAL LIMITED

VIA EDGAR

December 20, 2024

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Finance

Washington, D.C. 20549

Attn:

 Claudia Rios

 Karina Dorin

 Re:

 SMART LOGISTICS GLOBAL LIMITED

Registration Statement on Form F-1, as amended

Initially Filed on October 4, 2024

File No. 333-282504

Pursuant to Rule 461 under the Securities Act of 1933, as amended, SMART LOGISTICS GLOBAL LIMITED hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 5:00 p.m. ET on December 20, 2024, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Hue Kwok Chiu

 Hue Kwok Chiu

 Chief Executive Officer

cc:

 Loeb & Loeb LLP

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Benjamin Securities, Inc.

3 West Garden Street, Suite 407

Pensacola, FL 32502

VIA EDGAR

December 20, 2024

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Finance

Washington, D.C. 20549

Attn:

 Claudia Rios

 Karina Dorin

 Re:

 SMART LOGISTICS GLOBAL LIMITED

Registration Statement on Form F-1, as amended

Initially Filed on October 4, 2024

File No. 333-282504

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Benjamin Securities, Inc., as the underwriter, hereby joins the Company’s request for acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Eastern Time, on Friday December 20, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

Benjamin Securities, Inc.

By:

 /s/ ​ Michael Coyne

Name:

 Michael Coyne

Title:

 Principal

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 Loeb & Loeb LLP

901 New York Avenue, N.W.

Washington, D.C. 20001

345 Park Avenue

New York, NY  10154

Main202.618.5000
Fax202.217.2554

Main212.407.4000
Fax212.407.4990

December 12, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attn: Claudia Rios and Karina Dorin

Re: Smart Logistics Global Limited

Amendment No. 2 to Registration Statement on Form F-1

Filed December 6, 2024

File No. 333-282504

Dear Ms. Rios and Ms. Dorin:

On behalf of our client, Smart Logistics Global Limited (the “Company”), we hereby provide a response to the comments issued in a letter dated December 10, 2024 (the “Staff’s Letter”) regarding the Company’s Amendment No. 2 to Registration Statement on Form F-1 (the “F-1/A”).  Contemporaneously, we are filing the Amendment No. 3 to Registration Statement on Form F-1 via Edgar (the “Amendment No. 3”).

In order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the Amendment No. 3, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

Amendment No. 2 to Registration Statement on Form F-1

General

1.Please expand your revised disclosure in response to prior comment 1 to include dollar equivalent translations for the dividends declared and paid subsequent to June 30, 2024.

Response: In response to the Staff’s comments, the Company has updated the Cover Page, pages 5, 49, 50, 72 and 131 to include dollar equivalent translations for the dividends declared and paid subsequent to June 30, 2024.

2.We note Exhibit 5.1 has been revised to state that counsel relied as to certain matters on information included in a Director's Certificate. Please file a revised opinion that clarifies whether the information included in such certificate related only to questions of fact or explain how this assumption is appropriate as it appears overly broad. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19. In addition, we note the heading to your tax discussion has been revised to "Income Tax Considerations." However, the fourth opinion on page 2 continues to refer to statements under the heading "Material Income Tax Considerations." Please revise or advise.

Response: In response to the Staff’s comments, the Exhibit 5.1 opinion has been revised.

Please call me at 202-524-8470 if you would like additional information with respect to any of the foregoing.  Thank you.

Sincerely,

/s/ Jane Tam

Jane Tam
Senior Counsel

cc:  Hue Kwok Chiu, Chief Executive Officer of Smart Logistics Global Limited

Los Angeles    New York    Chicago    Nashville   Washington, DC    San Francisco    Beijing   Hong Kong    www.loeb.com

For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.

240470229.1
241838-10001

December 10, 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. 2 to Registration Statement on Form F-1
Filed December 6, 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. Unless we note
otherwise, any references to prior comments are to comments in our December 2, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-1
General
1.Please expand your revised disclosure in response to prior comment 1 to include
dollar equivalent translations for the dividends declared and paid subsequent to June
30, 2024.
We note Exhibit 5.1 has been revised to state that counsel relied as to certain matters
on information included in a Director's Certificate. Please file a revised opinion that
clarifies whether the information included in such certificate related only to questions
of fact or explain how this assumption is appropriate as it appears overly broad. Refer
to Section II.B.3.a of Staff Legal Bulletin No. 19. In addition, we note the heading to
your tax discussion has been revised to "Income Tax Considerations." However, the 2.

December 10, 2024
Page 2
fourth opinion on page 2 continues to refer to statements under the heading "Material
Income Tax Considerations." Please revise or advise.
            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.

CORRESP
1
filename1.htm

 Loeb & Loeb LLP

901 New York Avenue, N.W.

Washington, D.C. 20001

345 Park Avenue

New York, NY  10154

Main202.618.5000
Fax202.217.2554

Main212.407.4000
Fax212.407.4990

December 6, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attn: Claudia Rios and Karina Dorin

Re: Smart Logistics Global Limited

Amendment No. 1 to Registration Statement on Form F-1

Filed November 20, 2024

File No. 333-282504

Dear Ms. Rios and Ms. Dorin:

On behalf of our client, Smart Logistics Global Limited (the “Company”), we hereby provide a response to the comments issued in a letter dated December 2, 2024 (the “Staff’s Letter”) regarding the Company’s Amendment No. 1 to Registration Statement on Form F-1 (the “F-1/A”).  Contemporaneously, we are filing the Amendment No. 2 to Registration Statement on Form F-1 via Edgar (the “Amendment No. 2”).

In order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the Amendment No. 2, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

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.

Response: In response to the Staff’s comments, the Company has updated the Cover Page and page 5 of the Prospectus Summary to include the disclosures relating to dividends declared and paid subsequent to June 30, 2024 discussed in Note 17. Subsequent Events, page F-22.

Exhibits

2.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 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.

Response: In response to the Staff’s comments, the Company filed a revised opinion as Exhibit 5.1 to the Amendment No. 2.

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.

Response: In response to the Staff’s comments, the Company has revised the disclosure on page 144 of the Amendment No. 2.

Please call me at 202-524-8470 if you would like additional information with respect to any of the foregoing.  Thank you.

Sincerely,

/s/ Jane Tam

Jane Tam
Senior Counsel

cc:  Hue Kwok Chiu, Chief Executive Officer of Smart Logistics Global Limited

Los Angeles    New York    Chicago    Nashville   Washington, DC    San Francisco    Beijing   Hong Kong    www.loeb.com

For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.

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.

CORRESP
1
filename1.htm

 Loeb & Loeb LLP

901 New York Avenue, N.W.

Washington, D.C. 20001

345 Park Avenue

New York, NY  10154

Main202.618.5000
Fax202.217.2554

Main212.407.4000
Fax212.407.4990

November 20, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attn: Claudia Rios and Karina Dorin

Re: Smart Logistics Global Limited

Registration Statement on Form F-1

Filed October 4, 2024

File No. 333-282504

Dear Ms. Rios and Ms. Dorin:

On behalf of our client, Smart Logistics Global Limited (the “Company”), we hereby provide a response to the comments issued in a letter dated October 17, 2024 (the “Staff’s Letter”) regarding the Company’s Registration Statement on Form F-1 (the “F-1”).  Contemporaneously, we are filing the Amendment No. 1 to Registration Statement on Form F-1 via Edgar (the “F-1/A”).

In order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the F-1/A, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

Registration Statement on Form F-1

Index to Financial Statements, page F-1

1.Please revise to include the interim financial statements as required by Item 8.A.5 of Form 20–F or tell us why it is not required.

Response: In response to the Staff’s comments, the Company has included the interim financial statements in the F-1/A.

Los Angeles    New York    Chicago    Nashville   Washington, DC    San Francisco    Beijing   Hong Kong    www.loeb.com

For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.

240120538.1
241838-10001

 United States Securities and Exchange Commission

November 20, 2024
Page 2

Report of Independent Registered Public Accounting Firm, page F-2

2.Please amend your registration statement to have your auditor remove the language in the third paragraph which states "and in accordance with auditing standards generally accepted in the United States of America." Please refer to PCAOB Auditing Standard 3101.

Response: In response to the Staff’s comments, the auditor has updated the Report of Independent Registered Public Accounting Firm on page F-23.

General

3.Please file as an exhibit to your registration statement your amended and restated memorandum and articles of association that were adopted on September 24, 2024.

Response: In response to the Staff’s comments, the Company has filed amended and restated memorandum and articles of association that were adopted on September 24, 2024 as an exhibit to the F-1/A.

4.Please revise to provide the information required by Item 701 of Regulation S-K. In that regard, we note that the Share Subscription was effectuated on September 24, 2024.

Response: In response to the Staff’s comments, the Company has added the disclosure on page II-2 of the F-1/A.

Please call me at 202-524-8470 if you would like additional information with respect to any of the foregoing.  Thank you.

Sincerely,

/s/ Jane Tam

Jane Tam
Senior Counsel

cc:  Hue Kwok Chiu, Chief Executive Officer of Smart Logistics Global Limited

240120538.1
241838-10001

October 17, 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
Registration Statement on Form F-1
Filed October 4, 2024
File No. 333-282504
Dear Hue Kwok Chiu:
            We have reviewed your 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.
Registration Statement on Form F-1
Index to Financial Statements, page F-1
1.Please revise to include the interim financial statements as required by Item 8.A.5 of
Form 20–F or tell us why it is not required.
Report of Independent Registered Public Accounting Firm, page F-2
2.Please amend your registration statement to have your auditor remove the language in
the third paragraph which states "and in accordance with auditing standards generally
accepted in the United States of America." Please refer to PCAOB Auditing Standard
3101.

October 17, 2024
Page 2
General
3.Please file as an exhibit to your registration statement your amended and restated
memorandum and articles of association that were adopted on September 24, 2024.
4.Please revise to provide the information required by Item 701 of Regulation S-K. In
that regard, we note that the Share Subscription was effectuated on September 24,
2024.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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.

CORRESP
1
filename1.htm

 Loeb & Loeb LLP

901 New York Avenue, N.W.

Washington, D.C. 20001

345 Park Avenue

New York, NY  10154

Main202.618.5000
Fax202.217.2554

Main212.407.4000
Fax212.407.4990

October 4, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attn: Claudia Rios and Karina Dorin

Re: Smart Logistics Global Limited

Amendment No. 3 to Draft Registration Statement on Form F-1

Submitted August 20, 2024

CIK No. 0001987189

Dear Ms. Rios and Ms. Dorin:

On behalf of our client, Smart Logistics Global Limited (the “Company”), we hereby provide a response to the comments issued in a letter dated February 28, 2024 (the “Staff’s Letter”) regarding the Company’s Amendment No. 3 to Draft Registration Statement on Form F-1 (the “Amendment No. 3”).  Contemporaneously, we are filing a Registration Statement on Form F-1 via Edgar (the “F-1”).

In order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the F-1, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

Amendment No. 3 to Draft Registration Statement on Form F-1

Risk Factor

The PRC government may intervene or influence our operations at any time, which could result in a material change in our operations..., page 17

1.We note your revised disclosure in response to prior comment 2. Please expand the body of the risk factor to more specifically discuss the risk that the government can intervene at any time.

Response: In response to the Staff’s comments, the Company has revised the disclosure on page 17 of the F-1.

Please call me at 202-524-8470 if you would like additional information with respect to any of the foregoing.  Thank you.

Sincerely,

/s/ Jane Tam

Jane Tam
Senior Counsel

cc:  Hue Kwok Chiu, Chief Executive Officer of Smart Logistics Global Limited

September 13, 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. 3 to Draft Registration Statement on Form F-1
Submitted August 20, 2024
CIK No. 0001987189
Dear Hue Kwok Chiu:
            We have reviewed your amended draft registration statement and have the following
comment.
            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
February 28, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Risk Factors
The PRC government may intervene or influence our operations at any time, which could result
in a material change in our operations..., page 17
1.We note your revised disclosure in response to prior comment 2. Please expand the body
of the risk factor to more specifically discuss the risk that the government can intervene at
any time.

September 13, 2024
Page 2
            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.

United States securities and exchange commission logo
February 28, 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. 2 to Draft Registration Statement on Form F-1
Submitted February 14, 2024
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
January 5, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Summary of Risk Factors, page 3
1.We note your response to prior comment 4 and reissue the comment in part. Please revise
your summary of risk factors to reinstate disclosure that the PRC government may
intervene or influence your operations in China (including Hong Kong) at any time, which
could result in a material change in your operations.

In addition, expand your risk factor discussion regarding changes in the policies,
regulations and rules, and the enforcement of laws of the PRC government to discuss that
such risks could result in a material change in your operations and/or the value of the

 FirstName LastNameHue Kwok Chiu
 Comapany NameSmart Logistics Global Limited
 February 28, 2024 Page 2
 FirstName LastNameHue Kwok Chiu
Smart Logistics Global Limited
February 28, 2024
Page 2
securities you are registering for sale. Please include cross-references to the more detailed
discussion of each of the risks related to doing business in China in the prospectus.
Because SLG Cayman is a holding company conducting all its operations through PRC
subsidiaries..., page 17
2.We note your revised disclosure in response to prior comment 6 and reissue the comment
in part. Given the Chinese government’s significant oversight and discretion over the
conduct and operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your securities. In that regard, we
note you removed language stating that the PRC government may intervene or influence
your operations in China (including Hong Kong) at any time. 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.”
Changes in the policies, regulations and rules, and the enforcement of laws of the PRC
government may be implemented quickly..., page 17
3.Please expand this risk factor to discuss that the risks and uncertainties regarding the
enforcement of laws and the risk that rules and regulations in China can change quickly
with little advance notice could result in a material change in your operations and/or the
value of the securities you are registering for sale. Please also revise the body of
this risk factor to discuss the risk described in the header of this risk factor.
Related Party Transactions, page 100
4.Please revise your disclosure in response to prior comment 10 to clarify whether the loans
to Mr. Chiu, your Chief Executive Officer and Chairman, have been repaid. As Exchange
Act Section 13(k)(1) prohibits public companies from extending or maintaining credit in
the form of personal loans to or for any director or executive officer, please tell us how
you intend to comply with Section 13(k) of the Securities Exchange Act of 1934 to the
extent such loans are outstanding.
Exhibits
5.We note that Exhibits 10.3 and 10.4 filed in response to prior comment 8 contain English-
language portions followed by Chinese-language sections. Please confirm, if accurate, that
the English portions are fair and accurate translations of the ensuing Chinese portions of
these documents. In addition, please revise the exhibits to disclose the English language
names of the borrowers, lenders and signatories to such agreements.

 FirstName LastNameHue Kwok Chiu
 Comapany NameSmart Logistics Global Limited
 February 28, 2024 Page 3
 FirstName LastName
Hue Kwok Chiu
Smart Logistics Global Limited
February 28, 2024
Page 3
            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.

United States securities and exchange commission logo
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)

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 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.

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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 FirstName LastNameHue Kwok Chiu
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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