United States securities and exchange commission logo
March 3, 2023
Xiaogang Geng
Chief Executive Officer
Jayud Global Logistics Ltd
4th Floor, Building 4, Shatoujiao Free Trade Zone
Shenyan Road, Yantian District
Shenzhen, China 518000
Re: Jayud Global
Logistics Ltd
Registration
Statement on Form F-1
Filed February 17,
2023
File No. 333-269871
Dear Xiaogang Geng:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 Filed February 17, 2023
Potential CSRC Filing Requirements, page 4
1. We note your new
disclosure regarding the Trial Administrative Measures of Overseas
Securities Offering and
Listing by Domestic Enterprises. Please revise to clarify, if true,
that according to the
"Guidance Rules and Notice," if you cannot obtain the approval to
list your Ordinary
Shares before the effective date, March 31, 2023, then you will be
required to file with
the CSRC within a reasonable time and before the consummation of
this offering.
Compensation of Directors and Executive Officers, page 168
2. Please revise your
disclosure to provide the compensation of your directors and executive
Xiaogang Geng
Jayud Global Logistics Ltd
March 3, 2023
Page 2
officers through fiscal year ended December 31, 2022.
Financial Statements, page F-1
3. We note you implemented a 1 for 1.25 reverse share split of your
ordinary shares on
February 16, 2023. Revise your financial statements to retrospectively
restate for this
change in capital structure. Refer to ASC 505-10-S-99-4 (SAB Topic 4.C)
and ASC 260-
10-55-12. In addition, also revise Item 7. Recent Sales of Unregistered
Securities for the
reverse share split. Finally, obtain a revised audit report that
addresses the changes to
your annual financial statements related to the reverse stock split.
General
4. We note your disclosure on page 42 that on December 29, 2022, the
Accelerating HFCA
Act was signed into law, which amended the HFCA Act by requiring the
prohibition of an
issuer s securities from trading on any U.S. stock exchanges if its
auditor is not subject to
PCAOB inspections for two consecutive years instead of three. However,
we also note
inconsistent disclosures in this regard on the cover page and in the
risk factors section.
Please reconcile and update your disclosures.
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.
You may contact Yong Kim, Staff Accountant, at 202-551-3323 or Gus
Rodriguez, Staff
Accountant, at 202-551-3752 if you have questions regarding comments on the
financial
statements and related matters. Please contact Michael Purcell, Staff Attorney,
at 202- 551-5351
or Loan Lauren Nguyen, at 202-551-3642 with any other questions.
Sincerely,
FirstName LastNameXiaogang Geng
Division of
Corporation Finance
Comapany NameJayud Global Logistics Ltd
Office of Energy &
Transportation
March 3, 2023 Page 2
cc: Yang Ge
FirstName LastName