1、2023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm1/289F-1 1 d735110df1.htm FORM F-1Table of ContentsAs filed with the Securities and Exchange Commission on February 17,2023.Registration Statement No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWA

2、SHINGTON,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Jayud Global Logistics Limited(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 4731 Not Applicable(State or other jurisdiction ofincorporat

3、ion or organization)(Primary Standard Industrial Classification CodeNumber)(I.R.S.EmployerIdentification Number)4th Floor,Building 4,Shatoujiao Free Trade ZoneShenyan Road,Yantian DistrictShenzhen,China(86)0755-25595406(Address,including zip code,and telephone number,including area code,of Registran

4、ts principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(800)221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Yang Ge,Esq.DLA Piper UK LLP20th Floor,South Tower,Kerry CenterNo.1 Guanghua Road,Ch

5、aoyang DistrictBeijing,China 100020Tel:86-10-8520-0616 Richard I.Anslow,Esq.Lijia Sanchez,Esq.Ellenoff Grossman&Schole LLP1345 Avenue of the AmericasNew York,New York 10105Telephone:(212)370-1300 Approximate date of commencement of proposed sale to the public:as soon as practicable after the effecti

6、ve date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursu

7、ant to Rule 462(b)under the Securities Act,check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the

8、 following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registrat

9、ionstatement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial

10、 statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not touse the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the SecuritiesAct.The term“new or revised financial acc

11、ounting standard”refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April 5,2012.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shal

12、lfile a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)of theSecurities Act of 1933,as amended,or until the Registration Statement shall become effective on such date as the Securities and Exchange Commiss

13、ion,actingpursuant to such Section 8(a),may determine.2023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm2/289 Table of ContentsThe information in this preliminary prospectus is not complete and may be changed.These securities may not be sold until there

14、gistration statement filed with the Securities and Exchange Commission is effective.This preliminary prospectus is not anoffer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted PRELIMINARY PROSPECTUS(Subject to Completion)Dated ,20

15、23 Jayud Global Logistics Limited Class A Ordinary SharesThis is an initial public offering of Class A ordinary shares,par value US$0.000125 per share,by Jayud Global Logistics Limited.We currently anticipatethe initial public offering price of our Class A ordinary shares to be between US$and US$per

16、 Class A ordinary share.Prior to this offering,there has been no public market for our ordinary shares.We have applied to list our Class A ordinary shares on the Nasdaq Capital Marketunder the symbol“JYD.”This offering is contingent upon the listing of our Class A ordinary shares on the Nasdaq Capit

17、al Market.At this time,the Nasdaq CapitalMarket has not yet approved our application to list our Class A ordinary shares.We cannot assure you that our application will be approved;however,if it is notapproved,we will not complete this offering.We have two classes of ordinary shares outstanding:Class

18、 A ordinary shares and Class B ordinary shares.Upon the completion of this offering,our issued andoutstanding share capital will consist of Class A ordinary shares and 5,127,680 Class B ordinary shares,assuming the underwriters do not exercise their option topurchase additional Class A ordinary shar

19、es.Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversionrights.Each Class A ordinary share will be entitled to one(1)vote,and each Class B ordinary share shall be entitled to ten(10)votes on all matters subject to a vote atgeneral meetin

20、gs of our Company.Each Class B ordinary share shall be convertible into one Class A ordinary share at any time at the option of the holder thereof.Class A ordinary shares shall not be convertible into Class B ordinary shares under any circumstances.For more detailed description of risks related to t

21、he dual-classstructure,please see“Risk FactorsRisks Related to the Class A Ordinary Shares and This OfferingThe dual-class structure of our ordinary shares has the effect ofconcentrating voting power with our existing shareholders prior to the consummation of this offering,which will limit your abil

22、ity to influence the outcome of importanttransactions,including a change in control.”Additionally,upon the completion of this offering,we will be a“controlled company”as defined under corporate governance rules of Nasdaq Stock Market,because our founder and chief executive officer,Mr.Xiaogang Geng,a

23、s the only shareholder of all our issued and outstanding 5,127,680 Class B ordinary shares,willbeneficially own approximately%of our then-issued and outstanding ordinary shares and will be able to exercise approximately%of the total votingpower of our issued and outstanding ordinary shares immediate

24、ly after the consummation of this offering,assuming the underwriters do not exercise its option topurchase additional Class A ordinary shares.For further information,see“Principal Shareholders.”For more detailed description of risks related to being a“controlledcompany,”see“Risk FactorsRisks Related

25、 to Our Business and IndustryWe will be a controlled company within the meaning of the Nasdaq Stock Market Rulesand,as a result,may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.”We are an“emerging growth company”and a“fo

26、reign private issuer”under applicable U.S.federal securities laws,and,as such are eligible for certain reducedpublic company reporting requirements for this prospectus and future filings.See the section titled“Prospectus SummaryImplications of Being an Emerging GrowthCompany”and“Prospectus SummaryIm

27、plications of Being a Foreign Private Issuer”for additional information.We are not a Chinese operating company but a Cayman Islands holding company with operations conducted by our subsidiaries based in China.The“Company”and“our Company”refer to Jayud Global Logistics Limited,a Cayman Islands compan

28、y.“We,”“us,”and“our”refer to Jayud Global Logistics Limited and itssubsidiaries.We currently conduct our business substantially through Shenzhen Jayud Logistics Technology Co.,Ltd.,an indirect wholly owned subsidiary of JayudGlobal Logistics Limited,and nine first-level operating subsidiaries wholly

29、 owned by Shenzhen Jayud Logistics Technology Co.,Ltd.All of these ten operatingsubsidiaries are established under the laws of the PRC.This operating structure may involve unique risks to investors.Under relevant PRC laws and regulations,foreigninvestors are permitted to own 100%of the equity intere

30、sts in a PRC-incorporated company engaged in the business of providing end-to-end supply chain solution.However,the PRC government may implement changes to the existing laws and regulations in the future,which may result in the prohibition or restriction of foreigninvestors from owning equity intere

31、sts in our PRC operating subsidiaries.There are significant legal and operational risks and uncertainties associated with being basedin or having the majority of operations in China.Any of such risks and uncertainties could result in a material change in our operations and/or the value of our Class

32、Aordinary shares or could significantly limit or completely hinder our ability to offer or continue to offer Class A ordinary shares and/or other securities to investors andcause the value of such securities to significantly decline or be worthless.The PRC government has significant authority to exe

33、rt influence on the ability of a companywith operations in China to conduct business.Recently,the PRC government initiated a series of regulatory actions and made a number of public statements on theregulation of business operations in China with little advance notice,including cracking down on ille

34、gal activities in the securities market,enhancing supervision overChina-based companies listed overseas,adopting new measures to extend the scope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement anddata privacy protection.As of the date of this prospectus,we do not believe

35、 that we are subject to:(a)the cybersecurity review with the Cyberspace Administration ofChina,or CAC,as our products and services are not offered to individual users but to our institutional customers,we do not possess a large amount of personalinformation in our business operations,and our busines

36、s does not involve the collection of data that affects or may affect national security,implicates cybersecurity,orinvolves any type of restricted industry;or(b)merger control review by Chinas anti-monopoly enforcement agency due to the fact that we do not engage inmonopolistic behaviors that are sub

37、ject to these statements or regulatory actions.However,since these statements and regulatory actions are new,it is highly uncertainhow soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations andinterpretations

38、will be modified or promulgated,and,if any,the potential impact such modified or new laws and regulations will have on our daily business operation,ability to accept foreign investments and listing of our securities on a U.S.or other foreign exchange.As of the date of this prospectus,no relevant law

39、s or regulations inthe PRC explicitly require us to seek approval from the China Securities Regulatory Commission(“CSRC”)or any other PRC governmental authorities for our overseaslisting plan,nor have we received any inquiry,notice,warning or sanctions regarding our planned overseas listing from the

40、 CSRC or any other PRC governmentalauthorities.In addition,changes in the legal,political and economic policies of the Chinese government,the relations between China and the United States,or Chinese orU.S.regulations may materially and adversely affect our business,financial condition and results of

41、 operations.Any such changes could significantly limit or completelyhinder our ability to offer or continue to offer our securities to investors and could cause the value of our securities to significantly decline or become worthless.For adetailed description of risks related to doing business in Ch

42、ina,see“Risk FactorsRisks Related to Doing Business in China”from pages 39 to 58 of this prospectus.The PRC government has significant oversight and discretion over the conduct of our business and may intervene with or influence our operations as thegovernment deems appropriate to further regulatory

43、,political and societal goals.The PRC government has recently published new policies that significantly affectedcertain industries such as the education and internet industries,and we cannot rule out the possibility that it will in the future release regulations or policies regarding ourindustry tha

44、t could adversely affect our business,financial condition and results of operations.Furthermore,the PRC government has recently indicated an intent to exertmore oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based compani

45、es like us.Any suchaction,once taken by the PRC2023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm3/289Table of ContentsThe information in this preliminary prospectus is not complete and may be changed.These securities may not be sold until theregistrati

46、on statement filed with the Securities and Exchange Commission is effective.This preliminary prospectus is not anoffer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted government,could significantly limit or completely hinder our

47、ability to offer or continue to offer securities to investors and cause the value of such securities tosignificantly decline or in extreme cases,become worthless.For additional information,see“Risk FactorsRisks Related to Doing Business in ChinaUncertaintieswith respect to the PRC legal system,inclu

48、ding uncertainties regarding the interpretation and enforcement of laws,and sudden or unexpected changes of PRC laws andregulations with little advance notice could adversely affect us and limit the legal protections available to you and us,and the Chinese government may exert moreoversight and cont

49、rol over offerings that are conducted overseas,which changes could materially hinder our ability to offer or continue to offer our securities,and causethe value of our securities to significantly decline or become worthless”on page 40 of this prospectus.As of the date of this prospectus,we have thre

50、e subsidiaries in Hong Kong,including(i)Jayud Global Logistics(Hong Kong)Limited,a wholly owned subsidiaryof Jayud Global Logistics Limited;(ii)HongKong Jayud International Logistics Company Limited,a wholly owned subsidiary of Jayud Global Logistics(Hong Kong)Limited;and(iii)Sky Pacific Logistics H

51、K Company Limited,67.0%equity interest of which is wholly owned by our PRC subsidiary,Shenzhen Jiayuda Global SupplyChain Co.,Ltd.Hong Kong is currently a separate jurisdiction from mainland China.Pursuant to the Basic Law of the Hong Kong Special Administrative Region,or the“Basic Law,”which is a n

52、ational law of the PRC and the constitutional document for Hong Kong,national laws and regulations of the PRC shall not apply to Hong Kongexcept for those listed in Annex III of the Basic Law(which is limited to laws relating to defense and foreign affairs,as well as other matters outside the autono

53、my ofHong Kong),we do not believe there will be material effects on our Hong Kong Subsidiaries operations and financial results resulting from the legal and operationalrisks relating to the PRC regulations.As such,the legal and operational risks associated with our operations in the PRC apply to its

54、 operations in Hong Kong only to theextent applicable.However,there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China.We are subject to the risks ofuncertainty about any future actions the Chinese government or authorities in Hong Kong may take in

55、this regard,which could result in a material adverse change to ourbusiness,prospects,financial condition,results of operations,and the value of our securities.Furthermore,on May 20,2020,the U.S.Senate passed the Holding Foreign Companies Accountable Act,or the HFCA Act,requiring a foreign company to

56、 certifyit is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject toPCAOB inspection.On March 28,2021,the SEC issued interim measures implementing the HFCA Act which became effective on May 5,2021.On

57、 December 2,2021,the SEC adopted final amendments implementing the submission and disclosure requirements outlined in the HFCA Act,which went into effect on January 10,2022.Our Class A ordinary shares may be prohibited to trade on a national exchange or in the over-the-counter trading market in the

58、United States under the Holding ForeignCompanies Accountable Act,or HFCA Act,if the Public Company Accounting Oversight Board(United States),or the PCAOB,determines that it cannot inspect orfully investigate our auditors for three consecutive years beginning in 2021.On June 22,2021,the U.S.Senate pa

59、ssed the Accelerating Holding Foreign CompaniesAccountable Act,or the Accelerating HFCA Act which,if passed by the U.S.House of Representatives and signed into law,would decrease the number of non-inspection years for foreign companies to comply with PCAOB audits from three to two,thus reducing the

60、time period before their securities may be prohibited fromtrading or delisted.On December 16,2021,the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registeredpublic accounting firms headquartered in mainland China and in Hong Kong because of

61、 positions taken by PRC authorities in those jurisdictions.On August 26,2022,the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the PRC Ministry of Finance which was the first step toward openingaccess for the PCAOB to inspect and investigate registered publ

62、ic accounting firms headquartered in mainland China and Hong Kong completely.On December 15,2022,the PCAOB determined that it was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland Chinaand Hong Kong and vacated its previous determi

63、nations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs access inthe future,the PCAOB may consider the need to issue a new determination.On December 29,2022,the Accelerating HFCA Act was signed into law,which amended theHFCA Act by requiring the SEC

64、 to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutive years instead of three.Our auditor,Friedman LLP,which is based in New York,is currently subject to inspection by the PCAOB at least every three years.There

65、fore,it is not subject to the determinations announced by the PCAOB on December 16,2021 as it is not on the list published by the PCAOB.However,ourauditors China affiliate is located in,and organized under the laws of the PRC.We cannot assure you that we will not be identified by the SEC under the H

66、FCA Act asan issuer that has retained an auditor that has a branch or office located in a foreign jurisdiction that the PCAOB determines it is unable to inspect or investigatecompletely because of a position taken by an authority in that foreign jurisdiction.In addition,there can be no assurance tha

67、t,if we have a“non-inspection”year,we willbe able to take any remedial measures.If any such event were to occur,trading in our securities could in the future be prohibited under the HFCA Act and,as a result,wecannot assure you that we will be able to maintain the listing of our Class A ordinary shar

68、es on the Nasdaq Capital Market or that you will be allowed to trade our ClassA ordinary shares in the United States on the“over-the-counter”markets or otherwise.Should our Class A ordinary shares become not listed or tradeable in the UnitedStates,the value of the Class A ordinary shares could be ma

69、terially affected.See“Risk FactorsRisks Related to Doing Business in China”from pages 39 to 58 of thisprospectus for a detailed discussion.Jayud Global Logistics Limited holds all of the equity interests in Shenzhen Jayud Logistics Technology Co.,Ltd.and its PRC subsidiaries through the subsidiaryin

70、corporated in Hong Kong,Jayud Global Logistics(Hong Kong)Limited.As we have a direct equity ownership structure,we do not have any agreement or contractbetween our Company and any of its subsidiaries that are typically seen in a variable interest entity structure.Within our direct equity ownership s

71、tructure,funds fromforeign investors can be directly transferred to our PRC subsidiaries by way of capital injection or in the form of a shareholder loan from Jayud Global Logistics Limitedfollowing this offering.If we plan to distribute dividends to our shareholders,our PRC operating subsidiaries w

72、ill transfer the funds to our subsidiary incorporated inHong Kong,Jayud Global Logistics(Hong Kong)Limited,which will be subject to the PRC laws and regulations,and Jayud Global Logistics Limited will thendistribute dividends to all shareholders in proportion to the shares they hold,regardless of th

73、e citizenship or domicile of the shareholders.See“Corporate History andStructure”on pages 77 to 79 for additional details.See“Risk Factors”beginning on page 19 to read about factors you should consider before buying our Class A ordinary shares.Per Class A Ordinary Share Total Public offering price U

74、S$US$Underwriting discounts and commissions(1)(2)US$US$Proceeds,before expenses,to us US$US$(1)For a description of compensation payable to the underwriters,see“Underwriting.”(2)Represents underwriting discounts up to seven percent(7%)(or$per Class A ordinary share),of gross proceeds of this offerin

75、g.Does not include a non-accountable expense allowance.See“Underwriting”for all compensation to be paid to the underwriters.The underwriters have a 30-day option to purchase up to an additional Class A ordinary shares from us at the initial public offering price less theunderwriting discounts and co

76、mmissions.The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities,or determined if this prospectusis truthful or complete.Any representation to the contrary is a criminal offense.The underwriters expect to deliver the Class A ordina

77、ry shares against payment in U.S.dollars in New York,NY on ,2023.The Benchmark Company The date of this prospectus is ,20232023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm4/289Table of ContentsTABLE OF CONTENTS PROSPECTUS SUMMARY 1 THE OFFERING 17 RIS

78、K FACTORS 19 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA 67 USE OF PROCEEDS 68 DIVIDEND POLICY 70 CAPITALIZATION 71 DILUTION 72 ENFORCEMENT OF CIVIL LIABILITIES 74 CORPORATE HISTORY AND STRUCTURE 77 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPE

79、RATIONS 80 INDUSTRY OVERVIEW 109 BUSINESS 116 REGULATIONS 143 MANAGEMENT 163 PRINCIPAL SHAREHOLDERS 169 RELATED PARTY TRANSACTIONS 171 DESCRIPTION OF SHARE CAPITAL 173 SHARES ELIGIBLE FOR FUTURE SALE 183 TAXATION 186 UNDERWRITING 192 EXPENSES RELATED TO THIS OFFERING 200 LEGAL MATTERS 201 EXPERTS 20

80、2 WHERE YOU CAN FIND ADDITIONAL INFORMATION 203 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS F-1 No dealer,salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus orin

81、 any free writing prospectus we may authorize to be delivered or made available to you.You must not rely on any unauthorized informationor representations.This prospectus is an offer to sell only the Class A ordinary shares offered hereby,but only under circumstances and injurisdictions where it is

82、lawful to do so.The information contained in this prospectus is current only as of the date of this prospectus,regardlessof the time of delivery of this prospectus or of any sale of the Class A ordinary shares.Neither we nor any of the underwriters have done anything that would permit this offering

83、or possession or distribution of this prospectus or anyfiled free writing prospectus in any jurisdiction where action for that purpose is required,other than in the United States.Persons outside the UnitedStates who come into possession of this prospectus or any filed free writing prospectus must in

84、form themselves about,and observe any restrictionsrelating to,the offering of the Class A ordinary shares and the distribution of this prospectus or any filed free writing prospectus outside of the UnitedStates.Until ,2023(the 25th day after the date of this prospectus),all dealers that buy,sell or

85、trade Class A ordinary shares,whether or notparticipating in this offering,may be required to deliver a prospectus.This is in addition to the obligation of dealers to deliver a prospectus when actingas underwriters and with respect to their unsold allotments or subscriptions.i2023/2/20Form F-1https:

86、/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm5/289Table of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financialstatements appearing elsewhere in this prospectus.

87、In addition to this summary,we urge you to read the entire prospectus carefully,especially therisks of investing in our Class A ordinary shares discussed under“Risk Factors”and information contained in“Managements Discussion andAnalysis of Financial Condition and Results of Operations”before decidin

88、g whether to buy our Class A ordinary shares.In addition,thisprospectus contains information from a report prepared by Frost&Sullivan(Beijing)Inc.,or Frost&Sullivan,a third-party market research firm.Frost&Sullivan was commissioned by us to provide information on the end-to-end cross-border supply c

89、hain industry in China.Unless otherwise indicated,all share amounts and per share amounts in this prospectus have been presented on a retroactive basis to reflecta reverse share split of our outstanding ordinary shares at a ratio of 1 for 1.25,which was implemented on February 16,2023.OUR MISSIONOur

90、 mission is to become a leading global end-to-end supply chain solution provider.OVERVIEWWe are one of the leading Shenzhen-based end-to-end supply chain solution providers in China,with a focus on providing cross-borderlogistics services.According to the Frost&Sullivan Report,in 2021,we ranked fift

91、h in terms of the revenues generated from providing end-to-endcross-border supply chain solution among all end-to-end supply chain solution providers based in Shenzhen.Headquartered in Shenzhen,a keycomponent of the Guangdong-Hong Kong-Macau Greater Bay Area,or the Greater Bay Area,in China,we benef

92、it from the unique geographicaladvantages of providing high degree of support for ocean,air and overland logistics.A well-connected transportation network enables us tosignificantly increase efficiency and reduce transportation costs.As one of the most open and dynamic regions in China,Shenzhen is h

93、ome torenowned enterprises and the gathering place of cross-border e-commerce market players,which provides us with a large customer base andenables us to develop long-term in-depth relationships with our customers.In addition,the sustained and steady growth of local economy andsupportive government

94、 policies have backed up our development and brought us great convenience in daily operations.According to the Frost&Sullivan Report,the global end-to-end cross-border supply chain solution market experienced a soaring growthduring the past two years,with its total revenue surging from US$211.8 bill

95、ion for the year ended December 31,2020 to US$537.8 billion for theyear ended December 31,2021.In line with this increase,we experienced a rapid growth in 2020 and 2021 as well as the six months ended June30,2022.Our gross profit increased by RMB19.1 million,or 161.4%,from RMB11.8 million for the si

96、x months ended June 30,2021 to RMB30.9million(US$4.6 million)for the six months ended June 30,2022.Our gross profit increased by RMB13.5 million,or 64.1%,from RMB21.0million for the year ended December 31,2020 to RMB34.5 million(US$5.4 million)for the year ended December 31,2021.Our revenue generate

97、dfrom end-to-end cross-border logistics services increased from approximately RMB98.9 million for the six months ended June 30,2021 toapproximately RMB332.7 million(US$49.6 million)for the six months ended June 30,2022,representing a period-to-period increase of 236.5%.Our revenue generated from end

98、-to-end cross-border logistics services increased from approximately RMB210.8 million for the year endedDecember 31,2020 to approximately RMB390.2 million(US$61.2 million)for the year ended December 31,2021,representing a year-on-yearincrease of 85.1%.We offer a comprehensive range of cross-border s

99、upply chain solution services,including:(i)freight forwarding services,(ii)supply chainmanagement,and(iii)other value-added services.12023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm6/289Table of ContentsFreight Forwarding ServicesOur freight forwardi

100、ng services primarily comprise(i)integrated cross-border logistics services,and(ii)fragmented logistics services.Forthe six months ended June 30,2021 and 2022,revenues from our freight forwarding services amounted to RMB138.6 million and RMB412.2million(US$61.4 million),respectively,representing an

101、increase of 197.5%.For the years ended December 31,2020 and 2021,revenues from ourfreight forwarding services amounted to RMB243.6 million and RMB488.0 million(US$76.5 million),respectively,representing a year-on-yearincrease of 100.3%.Integrated Cross-border Logistics ServicesOur integrated cross-b

102、order logistics services primarily consist of(i)contract logistics services,and(ii)basic logistics services.In ourcontract logistics services,we provide our enterprise customers with customized integrated logistics services covering the entire delivery processfrom order origination to the final poin

103、t of sale or delivery,representing a customized and seamless combination of order processing,warehousingmanagement,transportation and delivery,and other value-added services.In our basic logistics services,our customers may choose from variousmodularized integrated logistics service offerings that a

104、re designed based on our in-depth understanding of the demands of various industries,suchas cross-border e-commerce,chemical industry,and the retail sector.Leveraging our integrated service capabilities and our self-developed logisticsinformation technology,or IT,systems,we aspire to manage our dist

105、ribution network seamlessly,allowing our customers to outsource to us theirsupply chain process.For the six months ended June 30,2021 and 2022,revenues from our integrated cross-border logistics services amounted toRMB98.9 million and RMB332.7 million(US$49.6 million),respectively,representing an in

106、crease of 236.5%.For the years ended December 31,2020 and 2021,revenues from our integrated cross-border logistics services amounted to RMB210.8 million and RMB390.2 million(US$61.2million),respectively,representing a year-on-year increase of 85.1%.Fragmented Logistics ServicesWe are also engaged by

107、 our customers to provide one or more types of logistics services that only cover part of the entire cross-border cargodelivery process.Such fragmented logistics services primarily include one or a combination of the following:(i)air freight forwarding;(ii)oceanfreight forwarding;(iii)overland freig

108、ht services;(iv)warehousing;and(v)other fragmented logistics services,such as port and depot services,non-time-definite delivery and coordination among various carriers and freight forwarders.For the six months ended June 30,2021 and 2022,revenues from our fragmented logistics services amounted to R

109、MB39.7 million and RMB79.5 million(US$11.9 million),respectively,representingan increase of 100.3%.For the years ended December 31,2020 and 2021,revenues from our fragmented logistics services amounted to RMB32.8million and RMB97.8 million(US$15.3 million),respectively,representing a year-on-year in

110、crease of 198.1%.Supply Chain ManagementOur supply chain management business primarily consists of two sub-segments,namely,(i)international trading business,where we engagein international trading directly,with our customers being the purchasers or sellers,and(ii)agent services,where we are engaged

111、by customers astheir international trade agent,for the purpose of further streamlining the customers supply chain process.We believe our supply chainmanagement business allows us to enhance the overall customer experience and to create vast cross-selling opportunities to drive customerretention,thus

112、 further differentiating us from our competitors.For the six months ended June 30,2021 and 2022,revenues from our supply chainmanagement business amounted to RMB24.8 million and RMB39.0 million(US$5.8 million),respectively,representing an increase of 57.1%.Forthe years ended December 31,2020 and 202

113、1,revenues from our supply chain management business amounted to RMB44.0 million and RMB53.5million(US$8.4 million),respectively,representing a year-on-year increase of 21.8%.22023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm7/289Table of ContentsInter

114、national TradingWe engage in international trading directly through the wholesaling of certain goods with our customers.Unlike our freight forwardingservices,our international trading business requires us to bear both inventory risks and credit risks.For the six months ended June 30,2021 and2022,rev

115、enues from our international trading amounted to RMB24.7 million and RMB38.9 million(US$5.8 million),respectively,representing anincrease of 57.6%.For the years ended December 31,2020 and 2021,revenues from our international trading amounted to RMB42.0 million andRMB53.0 million(US$8.3 million),resp

116、ectively,representing a year-on-year increase of 26.2%.Agent ServicesWe may be engaged by our customers to act as their international trade agent,managing their cross-border supply chains through assistingour customers,pursuant to an agreement between our customers and a designated third-party,eithe

117、r(i)to procure certain goods from the designatedthird-party,or(ii)to sell and deliver certain goods to the designated third-party.Similar to our integrated cross-border logistics services,our agentservices also involve a seamless combination of order processing,warehousing management,transportation

118、and delivery,and other value-addedservices,with the major difference being that we carry out a substantial portion of the supply chain process in our own name,and accordingly maybe required to bear credit risks in the supply chain process.For the six months ended June 30,2021 and 2022,revenues from

119、our agent servicesamounted toRMB0.2 million and RMB0.1 million(US$0.02 million),respectively,representing a decrease of 17.2%.For the years ended December 31,2020and 2021,revenues from our agent services amounted to RMB2.0 million and RMB0.6 million(US$0.1 million),respectively,representing a year-o

120、n-year decrease of 71.9%.Other Value-added ServicesWe endeavor to differentiate our service offerings by,among other things,developing other value-added services.Our value added servicesprimarily include(i)custom brokerage and(ii)intelligent logistic IT systems.For the six months ended June 30,2021

121、and 2022,revenues from ourother value-added services amounted to RMB1.9 million and RMB2.9 million(US$0.4 million),respectively,representing an increase of 52.4%.For the years ended December 31,2020 and 2021,revenues from our other value-added services amounted to RMB2.8 million and RMB4.0million(US

122、$0.6 million),respectively,representing a year-on-year increase of 45.9%.Leveraging our integrated service capabilities and our proprietary IT systems,we aspire to manage our distribution network seamlessly,allowing our customers to outsource to us their supply chain process.OUR GLOBAL NETWORKOur Ge

123、ographic LocationHeadquartered in Shenzhen,Guangdong province,we focus on China as our primary market andalso expect to expand our business globally.Located in this strategic city,we enjoyed the benefits of its rapid development over the three decadesand will continue to take advantage of its contin

124、ued growth.The advantages of being headquartered in Shenzhen include:(i)strategic geographicallocation;(ii)large customer base;and(iii)sustained and steady growth of the local economy as well as supportive government policies.For moredetails,please see“BusinessOur Global NetworkOur Geographic Locati

125、on.”Our NetworkWe have established a global operation nexus to support our business.We own logistic facilities strategically located throughout majortransportation hubs in China and globally.As of June 30,2022,we have 32023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/00011931252304209

126、4/d735110df1.htm8/289Table of Contentsestablished a presence in 12 provinces(including provincial municipalities)in mainland China,such as Shenzhen of Guangdong province,Nanjingof Jiangsu province,Ningbo and Yiwu of Zhejiang province,Beijing,Shanghai,Tianjin,as well as some major global transportati

127、on hubs such asHong Kong.Our global freight network covers various major trade lanes across the world,including Asia-North America,Asia-Europe and Intra-Asiatrade lines.As of June 30,2022,our footprints spread across six continents and over 16 countries,such as Thailand,Singapore,India,Philippine,Ha

128、mburg,the United Kingdom,and the United States.Please see maps set forth the countries and regions where we have established presence as of June 30,2022 under“BusinessOur GlobalNetwork.”.OUR STRENGTHSWe believe the following strengths have contributed to our success and differentiate us from others:

129、One of the leading end-to-end supply chain solution providers based in Shenzhen Strong and integrated logistic service capabilities Customized logistic solutions comprising a wide range of integrated logistics and freight forwarding services R&D capabilities in proprietary IT systems development con

130、tributing to increased operational efficiency Long-standing relationships with a wide and diversified customer base Visionary and experienced management team with a proven track recordOUR STRATEGIESWe aim to execute the following business strategies:Further enhance our distribution network Adapt our

131、 logistic services and customized solutions to different industry verticals in China Further invest in our intelligent logistic IT systems Further invest in our human capital Develop our business and service capacities through investments or acquisitionsRECENT REGULATORY DEVELOPMENTSCybersecurity Re

132、viewOn December 28,2021,the Cyberspace Administration of China,or the CAC,and 12 other relevant PRC government authorities publishedthe amended Cybersecurity Review Measures,which came into effect on February 15,2022.The final Cybersecurity Review Measures providethat a“network platform operator”tha

133、t possesses personal information of more than one million users and seeks a listing in a foreign country mustapply for a cybersecurity review.Further,the relevant PRC governmental authorities may initiate a cybersecurity review against any company ifthey determine certain network products,services,o

134、r data processing activities of such company affect or may affect national security.Potential CSRC Filing RequirementsOn December 24,2021,the CSRC published the Provisions of the State Council on the Administration of Overseas Securities Offering andListing by Domestic Companies(Draft for Comments),

135、and Administrative 42023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm9/289Table of ContentsMeasures for the Filing of Overseas Securities Offering and Listing by Domestic Companies(Draft for Comments),or,collectively,the DraftOverseas Listing Regulatio

136、ns.Such Draft Overseas Listing Regulations set out new filing procedures for China-based companies seeking direct orindirect listings and offerings in overseas markets.The Draft Overseas Listing Regulations require that China-based companies seeking to offer andlist securities in overseas markets co

137、mplete certain post-application/post-listing filing procedures with the CSRC,and that an initial filing with theCSRC be submitted within three working days after the application for an initial public offering is submitted to the overseas regulators,and that asupplemental filing with respect to the r

138、esult of the overseas listing or offering be submitted after the overseas listing or offering is completed.TheDraft Overseas Listing Regulations do not require a China-based company including the Company to obtain the CSRCs pre-approval before itapplies for or completes a listing or offering of secu

139、rities in overseas markets.Under the Draft Overseas Listing Regulations,an overseas offering or listing is prohibited if(i)it is prohibited by PRC laws,(ii)it constitutesa threat to or endanger national security as reviewed and determined by competent PRC authorities,(iii)it has material ownership d

140、isputes overequity,major assets,and core technology,(iv)in recent three years,the Chinese operating entities and their controlling shareholders and actualcontrollers have committed certain criminal offenses or are currently under investigations for suspicion of criminal offenses or major violations,

141、(v)the directors,supervisors,or senior executives have been subject to administrative punishment for severe violations,or are currently underinvestigations for suspicion of criminal offenses or major violations,or(vi)it is subject to other circumstances as prescribed by the State Council.On February

142、 17,2023,the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing by DomesticEnterprises,or the Trial Measures,which will become effective on March 31,2023.On the same date of the issuance of the Trial Measures,theCSRC circulated No.1 to No.5 Supporting Guidance

143、Rules,the Notes on the Trial Measures,the Notice on Administration Arrangements for theFiling of Overseas Listings by Domestic Enterprises and the relevant CSRC Answers to Reporter Questions on the official website of the CSRC,orcollectively,the Guidance Rules and Notice.The Trial Measures,together

144、with the Guidance Rules and Notice,reiterate the basic supervisionprinciples as reflected in the Draft Overseas Listing Regulations by providing substantially the same requirements for filings of overseas offeringand listing by domestic companies,yet made the following updates compared to the Draft

145、Overseas Listing Regulations:(a)further clarification ofthe circumstances prohibiting overseas issuance and listing;(b)further clarification of the standard of indirect overseas listing under the principleof substance over form,and(c)adding more details of filing procedures and requirements by setti

146、ng different filing requirements for different typesof overseas offering and listing.Under the Trial Measures and the Guidance Rules and Notice,domestic companies conducting overseas securitiesoffering and listing activities,either in direct or indirect form,shall complete filing procedures with the

147、 CSRC pursuant to the requirements of theTrial Measures within three working days following its submission of initial public offerings or listing application.The companies that havealready been listed on overseas stock exchanges or have obtained the approval from overseas supervision administrations

148、 or stock exchanges for itsoffering and listing and will complete their overseas offering and listing prior to September 30,2023 are not required to make immediate filings forits listing yet need to make filings for subsequent offerings in accordance with the Trial Measures.The companies that have a

149、lready submitted anapplication for an initial public offering to overseas supervision administrations prior to the effective date of the Trial Measures but have not yetobtained the approval from overseas supervision administrations or stock exchanges for the offering and listing may arrange for the

150、filing within areasonable time period and should complete the filing procedure before such companies overseas issuance and listing.As of the date of this prospectus,we have not received any formal inquiry,notice,warning,sanction,or any regulatory objection from theCSRC with respect to this offering.

151、As the Trial Measures were newly published and there exists uncertainty with respect to the filing requirementsand its implementation,if we are required to submit to the CRSC and complete the filing procedure of our overseas public offering and listing,wecannot be sure that we will be able to comple

152、te such filings in a timely manner.Any failure or perceived failure by us to 52023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm10/289Table of Contentscomply with such filing requirements under the Trial Measures may result in forced corrections,warning

153、s and fines against us and could materiallyhinder our ability to offer or continue to offer our securities.CORPORATE HISTORY AND STRUCTUREOur Corporate History and StructureWe commenced our commercial operations in September 2009 through Shenzhen Jiayuda Trading Co.,Ltd.In July 2015,Shenzhen JayudLo

154、gistics Technology Co.,Ltd.(previously under the name of“Shenzhen Xinyuxiang Supply Chain Co.,Ltd.”)was established to optimize ourresource allocation to further expand our business.On June 10,2022,we incorporated Jayud Global Logistics Limited under the laws of theCayman Islands as our offshore hol

155、ding company to facilitate offshore financing.In June 2022,we established Jayud Global Logistics(HongKong)Limited,our wholly owned Hong Kong subsidiary.From May to September 2022,we underwent a series of corporate reorganizations inanticipation of our initial public offering.On February 16,2023,we i

156、mplemented a 1 for 1.25 reverse share split of our ordinary shares under Cayman Islands law,or the ReverseShare Split.As a result of the Reverse Share Split,the total of 13,590,400 issued and outstanding Class A ordinary shares prior to the ReverseShare Split was reduced to a total of 10,872,320 iss

157、ued and outstanding Class A ordinary shares and the total of 6,409,600 issued and outstandingClass B ordinary shares prior to the Reverse Share Split was reduced to a total of 5,127,680 issued and outstanding Class B ordinary shares.Thepurpose of the Reverse Share Split was to enhance our ability to

158、 achieve a share price for our Class A ordinary shares consistent with the listingrequirements of the Nasdaq Capital Market.The Reverse Share Split maintained our existing shareholders percentage ownership interests in ourcompany.The Reverse Share Split also increased the par value of our ordinary s

159、hares from$0.0001 to$0.000125 and decreased the number ofauthorized shares of our company from 500,000,000 to 400,000,000,which are divided into 384,000,000 Class A ordinary shares and 16,000,000Class B ordinary shares.The following diagram illustrates our corporate structure as of the date of this

160、prospectus:Note:the English names of our PRC business entities are directly translated from Chinese and may be different from their names shown on their respectiverecords filed with relevant PRC authorities.(1)No single shareholder among“other shareholders”beneficially owns more than 5%of our ordina

161、ry shares.62023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm11/289Table of ContentsHolding Company StructureJayud Global Logistics Limited is a holding company with no material operations of its own.We conduct our operations primarily throughour subsid

162、iaries in China and Hong Kong.As a result,Jayud Global Logistics Limiteds ability to pay dividends depends upon dividends paid byour PRC and Hong Kong subsidiaries.If our existing PRC and Hong Kong subsidiaries or any newly formed ones incur debt on their own behalf inthe future,the instruments gove

163、rning their debt may restrict their ability to pay dividends to us.In addition,our PRC subsidiaries are permitted to pay dividends to us only out of their retained earnings,if any,as determined in accordancewith PRC accounting standards and regulations.Our PRC subsidiaries had aggregate retained ear

164、nings as determined under PRC accountingstandards as of December 31,2022.Pursuant to the Company Law of the Peoples Republic of China,or the PRC Company Law,our PRCsubsidiaries are required to make contribution of at least 10%of their after-tax profits calculated in accordance with the PRC GAAP to t

165、he statutorycommon reserve.Contribution is required until the reserve fund has reached 50%of the registered capital of our subsidiaries.As of June 30,2022,our reserve fund did not reach 50%of the registered capital of our subsidiaries.As of June 30,2022,our PRC subsidiaries had RMB52.9 million(US$7.

166、9 million)of restricted net asset.As of December 31,2021,our PRCsubsidiaries had RMB22.6 million of restricted net asset.On February 8,2022 and February 28,2022,Shenzhen Jiayuda E-Commerce Technology Co.,Ltd and Shenzhen Jiayuda Global SupplyChain Co.,Ltd.declared RMB2.4 million cash dividend and RM

167、B7.4 million cash dividend respectively,to its then shareholders and its holdingcompany,Shenzhen Jayud Logistics Technology Co.,Ltd.On March 15,2022,Shenzhen Jayud Logistics Technology Co.,Ltd declared RMB9.0million of dividend to its then shareholders.Historically,Shenzhen Jayud Logistics Technolog

168、y Co.,Ltd.has also received equity financing fromits then shareholders to fund business operations of our PRC subsidiaries.For the years ended December 31,2020 and 2021,two of our Hong Kongsubsidiaries,Sky Pacific Logistics HK Company Limited(“Sky Pacific”)and HongKong Jayud International Logistics

169、Company Limited(“HKJayud International”),transferred cash proceeds of nil and RMB0.9 million(US$0.1 million)to our PRC subsidiaries for the settlement ofintercompany transactions for our PRC subsidiaries.For the years ended December 31,2020 and 2021,we transferred cash proceeds ofRMB1.6 million and

170、RMB7.3 million(US$1.1 million)to Sky Pacific and HK Jayud International for the settlement of intercompany transactions.For the six months ended June 30,2022,we transferred cash proceeds of RMB0.3 million(US$0.04 million)to Sky Pacific and HK JayudInternational for the settlement of intercompany tra

171、nsactions.In the future,most cash proceeds raised from overseas financing activities,includingthis offering,may be,and are intended to be,transferred by us through our wholly owned Hong Kong subsidiary,Jayud Global Logistics(HongKong)Limited,to our PRC subsidiaries via capital contribution and share

172、holder loans,as the case may be.Our PRC subsidiaries that receive suchcash proceeds then will transfer funds to its subsidiaries to meet the capital needs of our business operations.For details about the applicable PRCrules that limit transfer of funds from overseas to our PRC subsidiaries,see“Use o

173、f Proceeds”and“Risk FactorsRisks Related to DoingBusiness in ChinaPRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control ofcurrency conversion may delay or prevent us from using the proceeds of this offering to make loans or additional

174、 capital contributions to our PRCsubsidiaries,which could materially and adversely affect our liquidity and our ability to fund and expand our business.”The structure of cash flows within our organization,and the applicable regulations,are as follows.After foreign investors funds are receivedby Jayu

175、d Global Logistics Limited,our holding company,at the close of this offering,subject to the cash demand of our PRC and Hong Kongsubsidiaries,the funds can be transferred to our wholly owned Hong Kong subsidiary,Jayud Global Logistics(Hong Kong)Limited,which willfurther distribute the funds to our PR

176、C subsidiaries.If we intend to distribute dividends,PRC subsidiaries will transfer the dividends to JayudGlobal Logistics(Hong Kong)Limited in accordance with the laws and regulations of the PRC,and then Jayud Global Logistics(Hong Kong)Limited will transfer the dividends up to Jayud Global Logistic

177、s Limited,and the dividends will be distributed from Jayud Global LogisticsLimited to all shareholders 72023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm12/289Table of Contentsrespectively in proportion to the shares they hold,regardless of whether the

178、 shareholders are U.S.investors or investors in other countries orregions.The cross-border transfer of funds within our corporate group under our direct holding structure must be legal and compliant with relevantlaws and regulations of China and Hong Kong.In utilizing the proceeds from this offering

179、,as an offshore holding company,we are permitted underPRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions and to our affiliated entities onlythrough loans,subject to applicable government reporting,registration and approvals.See“Use of Proc

180、eeds”and“Risk FactorsRisks Related toDoing Business in ChinaPRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmentalcontrol of currency conversion may delay or prevent us from using the proceeds of this offering to make loans or additional capit

181、al contributions toour PRC subsidiaries in China,which could materially and adversely affect our liquidity and our ability to fund and expand our business.”We donot have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future after this offering.We have,from time

182、to time,transferred cash between our PRC subsidiaries to fund their operations,and we do not anticipate any difficulties or limitations on our ability totransfer cash between such subsidiaries.As of the date of this prospectus,no cash generated from our PRC subsidiaries has been used to fundoperatio

183、ns of any of our non-PRC subsidiaries.We may encounter difficulties in our ability to transfer cash between PRC subsidiaries andnon-PRC subsidiaries largely due to various PRC laws and regulations imposed on foreign exchange.However,as long as we are compliant withthe procedures for approvals from f

184、oreign exchange authorities and banks in China,the relevant laws and regulations in China do not imposelimitations on the amount of funds that we can transfer out of China.We currently do not have any cash management policy that dictate the transferof cash between our subsidiaries.See“RegulationsReg

185、ulations Relating to Foreign Exchange”for details of such procedures.We estimate that the net proceeds to us from this offering will be approximately US$million(after deducting underwriting discountsand commissions and estimated offering expenses payable by us),of which approximately US$million will

186、 be transferred to our PRCsubsidiaries for daily operations.See“Use of Proceeds”for more details.CORPORATE INFORMATIONWe were incorporated on June 10,2022 as a company limited by shares structures as a holding company incorporated under the laws ofCayman Islands.Our registered office is located at V

187、istra(Cayman)Limited,P.O.Box 31119 Grand Pavilion,Hibiscus Way,802 West Bay Road,Grand Cayman,KY1-1205 Cayman Islands.Our principal executive offices of our operating subsidiaries are located at 4th Floor,Building 4,Shatoujiao Free Trade Zone,YantianDistrict,Shenzhen,the Peoples Republic of China.Ou

188、r telephone number at this address is+86 0755-25595406.Our agent for service of process in the United States is Cogency Global Inc.located at 122 East 42nd Street,18th Floor,New York,NY10168.Investors should contact us for any inquiries through the address and telephone number of our principal execu

189、tive office.Our principalwebsite is http:/ information contained on our website is not a part of this prospectus.IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANYAs a company with less than US$1.235 billion in revenue for our last fiscal year,we qualify as an“emerging growth company”pursuant tothe Ju

190、mpstart Our Business Startups Act of 2012,as amended,or the JOBS Act.An emerging growth company may take advantage of specifiedreduced reporting and other requirements compared to those that are otherwise applicable generally to public companies.These provisions includeexemption from the auditor att

191、estation requirement under Section 404 of the Sarbanes-Oxley Act of 2002,or Section 404,in the assessment of theemerging growth companys internal control over financial reporting.The JOBS Act also provides that an emerging growth company does not needto comply with any new 82023/2/20Form F-1https:/w

192、ww.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm13/289Table of Contentsor revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revisedaccounting standards.We have elected to take advantage of such exemp

193、tions.We will remain an emerging growth company until the earliest of(i)the last day of the fiscal year during which we have total annual grossrevenue of at least US$1.235 billion;(ii)the last day of our fiscal year following the fifth anniversary of the completion of this offering;(iii)thedate on w

194、hich we have,during the preceding three-year period,issued more than US$1.0 billion in non-convertible debt;or(iv)the date on whichwe are deemed to be a“large accelerated filer”under the Securities Exchange Act of 1934,as amended,or the Exchange Act,which would occur ifthe market value of the Class

195、A ordinary shares that are held by non-affiliates exceeds US$700 million as of the last business day of our mostrecently completed second fiscal quarter.Once we cease to be an emerging growth company,we will not be entitled to the exemptions provided inthe JOBS Act discussed above.IMPLICATIONS OF BE

196、ING A FOREIGN PRIVATE ISSUERWe are also considered a“foreign private issuer.”Accordingly,upon consummation of this offering,we will report under the Exchange Act asa non-U.S.company with foreign private issuer status.This means that,even after we no longer qualify as an emerging growth company,as lo

197、ng aswe qualify as a foreign private issuer under the Exchange Act,we will be exempt from certain provisions of the Exchange Act that are applicable toU.S.domestic public companies,including:the sections of the Exchange Act regulating the solicitation of proxies,consents or authorizations in respect

198、 of a security registeredunder the Exchange Act;the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability forinsiders who profit from trades made in a short period of time;and the rules under the Exchange Act requiring th

199、e filing with the SEC of quarterly reports on Form 10-Q containing unaudited financialand other specified information,or current reports on Form 8-K,upon the occurrence of specified significant events.We may take advantage of these exemptions until such time as we are no longer a foreign private iss

200、uer.We would cease to be a foreignprivate issuer at such time as more than 50%of our outstanding voting securities are held by U.S.residents and any of the following threecircumstances applies:(i)the majority of our executive officers or directors are U.S.citizens or residents,(ii)more than 50%of ou

201、r assets arelocated in the United States or(iii)our business is administered principally in the United States.In this prospectus,we have taken advantage of certain of the reduced reporting requirements as a result of being an emerging growthcompany and a foreign private issuer.Accordingly,the inform

202、ation contained herein may be different than the information you receive from otherpublic companies in which you hold equity securities.IMPLICATION OF BEING A CONTROLLED COMPANYUpon the completion of this offering,our founder and chief executive officer,Mr.Xiaogang Geng,as the only shareholder of al

203、l our issuedand outstanding 5,127,680 Class B ordinary shares,will beneficially own%of our total issued and outstanding ordinary shares,representing%of our total voting power,assuming that the underwriters do not exercise their option to purchase additional Class Aordinary shares,or%of our total iss

204、ued and outstanding ordinary shares,representing%of our total voting power,assuming thatthe option to purchase additional Class A ordinary shares is exercised by the underwriters in full.As a result,we will be a“controlled company”asdefined under the Nasdaq Stock Market Rules because Mr.Xiaogang Gen

205、g will hold more than 50%of the voting power for the election ofdirectors.As a“controlled company,”we are permitted to elect not to comply with certain corporate governance requirements.If we rely on theseexemptions,you will not have the same protection afforded to shareholders of companies that are

206、 subject to these corporate governancerequirements.92023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm14/289Table of ContentsCONVENTIONS THAT APPLY TO THIS PROSPECTUSExcept otherwise indicated or the context otherwise requires:“CAGR”refers to compound a

207、verage growth rate;“China”or the“PRC”,in each case,refers to the Peoples Republic of China,excluding,for the purpose of this prospectus only,HongKong,Macau and Taiwan.The term“Chinese”has a correlative meaning for the purpose of this prospectus.When used in the case oflaws and regulations,of“China”o

208、r“the PRC”,it refers to only such laws and regulations of mainland China;“Class A ordinary shares”refer to our class A ordinary shares,par value US$0.000125 per share after the Reverse Share Split;“Class B ordinary shares”refer to our class B ordinary shares,par value US$0.000125 per share after the

209、 Reverse Share Split;“EIT”refers to enterprise income tax;“Hong Kong”refers to Hong Kong Special Administrative Region in the PRC;“ordinary shares”or“shares”prior to the completion of this offering refer to our ordinary shares of par value US$0.000125 per shareafter the Reverse Share Split,and upon

210、and after the completion of this offering are to our Class A ordinary shares and Class Bordinary shares;“R&D”refers to research and development;“Reverse Share Split”refers to a 1 for 1.25 reverse share split of our ordinary shares under Cayman Islands law implemented onFebruary 16,2023;“RMB”and“Renm

211、inbi”refer to the legal currency of mainland China;“SEC”refers to the Securities and Exchange Commission;“US$”and“U.S.dollars”refer to the legal currency of the United States;“U.S.GAAP”refers to generally accepted accounting principles in the United States;and “we,”“us,”“our company,”and“our”refer t

212、o Jayud Global Logistics Limited,a Cayman Islands company and its subsidiaries.Unless otherwise indicated,(a)information in this prospectus assumes that the underwriters do not exercise their over-allotment option topurchase additional Class A ordinary shares,and(b)references in this prospectus to t

213、his offering are to our offering of Class A ordinary sharespursuant to this prospectus.Our reporting currency is RMB.This prospectus contains translations from RMB to U.S.dollars solely for the convenience of the reader.Unless otherwise stated,the translations from RMB to U.S.dollars and from U.S.do

214、llars to RMB in this prospectus were made at a rate ofRMB6.3757 to US$1.00 for the year of 2021 and RMB6.7114 to US$1.00 for the six months ended June 30,2022,representing the middle rates asset forth in the statistical release of the Bank of China as of December 31,2021 and June 30,2022,respectivel

215、y.We make no representation that theRMB or U.S.dollar amounts referred to in this prospectus could have been or could be converted into U.S.dollars or RMB,as the case may be,atany particular rate or at all.The English names of our PRC business entities are directly translated from Chinese and may be

216、 different from their names shown on theirrespective records filed with relevant PRC authorities.Internet site addresses in this prospectus are included for reference only and the information contained in any website,including our website,is not incorporated by reference into,and does not form part

217、of,this prospectus.102023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm15/289Table of ContentsMARKET AND INDUSTRY DATAThis prospectus contains estimates and information concerning our industry,including our market position and the size and growth rates

218、ofthe markets in which we participate,that are based on industry publications and the reports.This prospectus contains statistical data and estimatespublished by Frost&Sullivan,an independent research firm,for which we paid a fee.This information involves a number of assumptions andlimitations,and y

219、ou are cautioned not to place undue reliance on these estimates.We have not independently verified the accuracy or completenessof the data contained in these industry reports.The industry in which we operate is subject to a high degree of uncertainty and risk due to a varietyof factors,including tho

220、se described in the“Risk Factors”section.These and other factors could cause results to differ materially from thoseexpressed in these publications and reports.Industry publications,research,surveys,studies and forecasts generally state that the information they contain has been obtained fromsources

221、 believed to be reliable but that the accuracy and completeness of such information is not guaranteed.Forecasts and other forward-lookinginformation obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in thisprospectus.These fo

222、recasts and forward-looking information are subject to uncertainty and risk due to a variety of factors,including thosedescribed under“Risk Factors”.These and other factors could cause results to differ materially from those expressed in the forecasts or estimatesfrom independent third parties and u

223、s.OUR CHALLENGESInvesting in our Class A ordinary shares involves a high degree of risk.Investors in the Class A ordinary shares are not purchasing equitysecurities of our subsidiaries that have substantive business operations in China but instead are purchasing equity securities of a Cayman Islands

224、holding company.Jayud Global Logistics Limited is a Cayman Islands holding company that conducts substantial business operation in Chinathrough its PRC subsidiaries,in particular,Shenzhen Jayud Logistics Technology Co.,Ltd.and its subsidiaries.Such structure involves uniquerisks to investors in the

225、Class A ordinary shares.You should carefully consider the risks and uncertainties summarized below,the risks describedunder the“Risk Factors”section beginning on page 19 of this prospectus,including the risks described under the subsections headed“RisksRelated to Our Business and Industry,”“Risks Re

226、lated to Doing Business in China”and“Risks Related to the Class A ordinary shares and ThisOffering,”and other information contained in this prospectus before you decide whether to purchase the Class A ordinary shares.In particular,as we are a China-based company incorporated in the Cayman Islands,we

227、 face various legal and operational risks anduncertainties related to being based in and having substantive business operations in China.The PRC government has significant authority to exertinfluence on the ability of a China-based company,such as us,to conduct its business,accept foreign investment

228、s or list on an U.S.or other foreignexchanges.Such risks could result in a material change in our operations and/or the value of our Class A ordinary shares or could significantly limitor completely hinder our ability to offer or continue to offer Class A ordinary shares and/or other securities to i

229、nvestors and cause the value of suchsecurities to significantly decline or be worthless.The PRC government also has significant oversight and discretion over the conduct of our business and our operations may be affected byevolving regulatory policies as a result.The PRC government has recently publ

230、ished new policies that significantly affected certain industries,andwe cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could adversely affect ourbusiness,financial condition and results of operations.Furthermore,the PRC governme

231、nt has recently indicated an intent to exert more oversightand control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies like us.Theserisks could result in a material change in our operations and the value of our Class A ordinary

232、shares,or could significantly limit or completelyhinder our 112023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm16/289Table of Contentsability to offer or continue to offer securities to investors and cause the value of such securities to significantly

233、decline or become worthless.Youshould pay special attention to the subsection headed“Risks Related to Doing Business in China”below.Hong Kong is currently a separate jurisdiction from mainland China.Pursuant to the Basic Law,national laws and regulations of the PRCshall not apply to Hong Kong except

234、 for those listed in Annex III of the Basic Law(which is limited to laws relating to defense and foreign affairs,as well as other matters outside the autonomy of Hong Kong),we do not believe there will be material effects on our Hong Kong subsidiariesoperations and financial results resulting from t

235、he legal and operational risks relating to the PRC regulations.As such,the legal and operationalrisks associated with our operations in the PRC apply to its operations in Hong Kong only to the extent applicable.However,such list of nationallaws and regulations that are applicable in Hong Kong can be

236、 expanded by amendment to the Basic Law.There is no assurance that(1)the BasicLaw will not be further amended to apply more PRC laws and regulations in Hong Kong,or(2)the PRC and/or Hong Kong government will nottake other actions to promote the integration of Hong Kong legal system into the PRC lega

237、l system.Our Hong Kong subsidiaries could be subjectto more influence and/or control of the PRC government or even direct oversight or intervention thereof if the Hong Kong legal system becomesmore integrated into the PRC legal system.As such,there remains regulatory uncertainty with respect to the

238、implementation and interpretation oflaws in China.We are subject to the risks of uncertainty about any future actions the Chinese government or authorities in Hong Kong may take inthis regard,which could result in a material adverse change to our business,prospects,financial condition,and results of

239、 operations,and the valueof our securities.We face the following risks and uncertainties in realizing our business objectives and executing our strategies.For details of each of thesebulleted risk factors,see“Risk FactorsRisks Related to Our Business and Industry”under the same subheadings.Our busin

240、ess and growth are significantly affected by the development of international commerce and the e-commerce industry,aswell as macroeconomic and other factors that affect demand for supply chain solutions and logistics services,in China and globally.(page 19)Trade restrictions could materially and adv

241、ersely affect our business,financial condition and results of operations.(page 20)We face intense competition which could adversely affect our results of operations and market share.(page 20)We face risks associated with the items we deliver and the contents of shipments and inventories handled thro

242、ugh our logisticsnetworks,including real or perceived quality or health issues with the products that are handled through our logistics networks,andrisks inherent in the logistics industry,including personal injury,product damage,and transportation-related incidents.(page 21)We may be exposed to cre

243、dit risks in relation to defaults from customers.(page 22)Our historical results of operations and financial performance are not indicative of future performance.(page 22)If we are unable to collect our receivables from our existing customers,our results of operations and cash flows could be adverse

244、lyaffected.(page 22)Our financial position and results of operations may be materially adversely affected if our expenditure on warehouses and equipmentdo not match customer demand or if there is a lack of funding for these investments.(page 23)Failure to successfully implement our business strategy

245、,effectively respond to changes in market dynamics and satisfactorily meetcustomer demand will cause our future financial results to suffer.(page 23)122023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm17/289Table of Contents We may need additional capit

246、al to pursue business objectives and respond to business opportunities,challenges or unforeseencircumstances,and financing may not be available on terms acceptable to us,or at all.(page 24)We may fail to successfully enter necessary or desirable strategic alliances or make acquisitions or investment

247、s,and we may not beable to achieve the anticipated benefits from these alliances,acquisitions or investments we make.(page 24)We rely on service providers,such as air,ocean and ground freight carriers,and if they become financially unstable or have reducedcapacity to provide services because of COVI

248、D-19,it may adversely impact our business and operating results.(page 25)Our business may be affected by fluctuations in Chinas road transportation market.(page 25)Any disruption to the operation of the warehousing and logistics facilities operated by us or other third-party transportation companies

249、and couriers that facilitate our logistics services,or to the development of new warehousing and logistics facilities,could have amaterial adverse effect on our business,financial condition and results of operations.(page 25)If we are unable to utilize our container depots and warehouses effectively

250、,our business and results of operations may be adverselyaffected.(page 26)We may be unable to obtain adequate amount of cargo space to meet our customers needs.(page 26)We use third parties in some aspects of our operations and failure to maintain positive relationships with them could have a materi

251、aladverse effect on our business,financial condition and results of operations.(page 26)If we are unable to manage the expansion of our logistics infrastructure successfully,our business prospects and results of operationsmay be materially and adversely affected.(page 27)We depend on a limited numbe

252、r of customers for a significant portion of our revenues and the loss of one or more of these customerscould adversely affect our business,financial condition,and results of operations.(page 27)If our customers reduce their expenditure on third-party supply chain solutions and logistics services or

253、increase utilization of theirinternal solutions,our business and operating results may be materially and adversely affected.(page 28)If we fail to cost-efficiently attract new customers to use our solutions and services,or to maintain relationships with existingcustomers,our business and results of

254、operations could be adversely affected.(page 28)We are a China-based company and we may face the following risks and uncertainties in doing business in China.For details of each of thesebulleted risk factors,see“Risk Factors Risks Related to Doing Business in China”under the same subheadings.Change

255、in Chinas economic,political or social conditions,laws,regulations or governmental policies could have a material adverseeffect on our business,financial conditions and results of operations.(page 39)Uncertainties with respect to the PRC legal system,including uncertainties regarding the interpretat

256、ion and enforcement of laws,andsudden or unexpected changes of PRC laws and regulations with little advance notice could adversely affect us and limit the legalprotections available to you and us,and the Chinese government may exert more oversight and control over offerings that areconducted oversea

257、s,which changes could materially hinder our ability to offer or continue to offer our securities,and cause the valueof our securities to significantly decline or become worthless.(page 40)132023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm18/289Table o

258、f Contents The Chinese government exerts substantial oversight and influence over the manner in which we must conduct our business and mayintervene or influence our operations at any time,which actions could impact our operations materially and adversely,andsignificantly limit or completely hinder o

259、ur ability to offer or continue to offer securities to investors and cause the value of oursecurities to significantly decline or be worthless.(page 41)The recent joint statement by the SEC and PCAOB,proposed rule changes submitted by Nasdaq,and the HFCA Act all call foradditional and more stringent

260、 criteria to be applied to emerging market companies,including companies based in China,uponassessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.(page 42)The approval of and the filing with the CSRC or other PRC government authorities may b

261、e required in connection with our futureoffshore offerings under PRC law,and,if required,we cannot predict whether or for how long we will be able to obtain such approvalor complete such filing.(page 43)We may be liable for improper use or appropriation of personal information provided directly or i

262、ndirectly by our customers or endusers.(page 45)You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing actions in China againstus or our management named in the prospectus based on foreign laws.(page 47)You may incur additional costs and procedu

263、ral obstacles in effecting service of legal process,enforcing foreign judgments or bringingactions in Hong Kong against us or our management named in this prospectus based on Hong Kong laws.(page 47)It may be difficult for overseas regulators to conduct investigations or collect evidence within Chin

264、a.(page 48)It may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within Hong Kong.(page48)If we are classified as a PRC resident enterprise for PRC income tax purposes,such classification could result in unfavorable taxconsequences to us and ou

265、r non-PRC shareholders.(page 49)We face uncertainties with respect to indirect transfer of equity interests in PRC resident enterprises by their non-PRC holdingcompanies.(page 49)If our preferential tax treatments are revoked or become unavailable or if the calculation of our tax liability is succes

266、sfully challengedby the PRC tax authorities,we may be required to pay tax,interest and penalties in excess of our tax provisions.(page 50)Failure to make adequate contributions to various employee benefit plans as required by PRC regulations or comply with laws andregulations on other employment pra

267、ctices may subject us to penalties.(page 51)The enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may subject us to penalties orliabilities.(page 51)The M&A Rules and certain other PRC regulations may make it more difficult for us to pursue growth through acqui

268、sitions.(page 51)PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries ability to change theirregistered capital or distribute profits to us or otherwise expose us or our PRC resident beneficial owners to liability and penaltiesunder PRC laws.In a

269、ddition,any failure to comply with PRC regulations with respect to registration requirements for offshorefinancing may subject us to legal or administrative sanctions.(page 52)142023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm19/289Table of Contents W

270、e may be materially adversely affected if our shareholders and beneficial owners who are PRC entities fail to comply with the PRCoverseas investment regulations.(page 53)In addition to the risks described above,we are subject to the following risks relating to the Class A ordinary shares and this of

271、fering.Fordetails of each of these bulleted risk factors,see“Risk FactorsRisks Related to the Class A Ordinary Shares and This Offering”under the samesubheadings.An active trading market for our Class A ordinary shares may not develop and the trading price for our Class A ordinary shares mayfluctuat

272、e significantly.(page 58)The trading price of our Class A ordinary shares is likely to be volatile,which could result in substantial losses to investors.(page 58)The dual-class structure of our ordinary shares has the effect of concentrating voting power with our existing shareholders prior to theco

273、nsummation of this offering,which will limit your ability to influence the outcome of important transactions,including a change incontrol.(page 60)The dual-class structure of our ordinary shares may adversely affect the trading market for our Class A ordinary shares.(page 60)If securities or industr

274、y analysts do not publish research or reports about our business,or if they adversely change theirrecommendations regarding our Class A ordinary shares,the market price for our Class A ordinary shares and trading volume coulddecline.(page 61)The sale or availability for sale of substantial amounts o

275、f our Class A ordinary shares could adversely affect their market price.(page61)Because we do not expect to pay dividends in the foreseeable future after this offering,you must rely on price appreciation of ourClass A ordinary shares for return on your investment.(page 61)Because the initial public

276、offering price is substantially higher than the pro forma net tangible book value per share,you willexperience immediate and substantial dilution.(page 62)We have not determined a specific use for a portion of the net proceeds from this offering,and we may use these proceeds in wayswith which you ma

277、y not agree.(page 62)There can be no assurance that we will not be a passive foreign investment company,or PFIC,for U.S.federal income tax purposesfor any taxable year,which could subject U.S.investors in our Class A ordinary shares to significant adverse U.S.federal income taxconsequences.(page 62)

278、Our memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights ofholders of our ordinary shares.(page 63)Our post-offering amended and restated memorandum and articles of association provide that the United States District Court fo

279、r theSouthern District of New York(or,if the Southern District of New York lacks subject matter jurisdiction over a particular dispute,thestate courts of New York County,New York)shall be the exclusive forum within the United States for the resolution of any complaintasserting a cause of action aris

280、ing out of or relating in any way to the federal securities laws of the United States,regardless ofwhether such legal suit,action,or proceeding also involves parties other than us.This could limit the ability of holders of our Class Aordinary shares or other securities to obtain a favorable judicial

281、 forum for disputes with us,our directors and officers,and potentiallyothers.(page 63)You may face difficulties in protecting your interests,and your ability to protect your rights through U.S.courts may be limited,because we are incorporated under Cayman Islands law.(page 64)Certain judgments obtai

282、ned against us by our shareholders may not be enforceable.(page 64)152023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm20/289Table of Contents We will incur increased costs as a result of being a public company.(page 65)The obligation to disclose inform

283、ation publicly may put us at a disadvantage to competitors that are private companies.(page 65)We are a foreign private issuer within the meaning of the rules under the Exchange Act,and as such we are exempt from certainprovisions applicable to United States domestic public companies.(page 65)We are

284、 an emerging growth company,and the reduced disclosure requirements applicable to emerging growth companies may makeour Class A ordinary shares less attractive to investors.(page 66)Nasdaq may apply additional and more stringent criteria for our initial and continued listing because we plan to have

285、a small publicoffering and insiders will hold a large portion of the companys listed securities.(page 66)162023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm21/289Table of ContentsTHE OFFERING Offering priceUS$per Class A ordinary share Class A ordinary

286、 shares offered by us Class A ordinary shares(or Class A ordinary shares if the underwritersexercise in full their option to purchase additional Class A ordinary shares).Ordinary sharesWe have adopted a dual-class structure which has been effective since our incorporation.Holders of Class A ordinary

287、 shares and Class B ordinary shares have the same rightsexcept for voting and conversion rights.Each Class A ordinary share will be entitled to one(1)vote,and each Class B ordinary share shall be entitled to ten(10)votes on all matterssubject to a vote at general meetings of our Company.Each Class B

288、 ordinary share isconvertible into one Class A ordinary share at any time at the option of the holder thereof.Class A ordinary shares shall not be convertible into Class B ordinary shares under anycircumstances.The right to convert shall be exercisable by the holder of the Class B ordinary sharedeli

289、vering a written notice to us that such holder elects to convert a specified number ofClass B ordinary shares into Class A ordinary shares.Any conversion of Class B ordinaryshares into Class A ordinary shares may be affected by means of the re-designation and re-classification of each relevant Class

290、 B ordinary share as a Class A ordinary share.Ordinary shares issued and outstanding immediatelyafter this offering Class A ordinary shares(or Class A ordinary shares if the underwritersexercise the option to purchase additional Class A ordinary shares in full)and5,127,680 Class B ordinary shares.Op

291、tion to purchase additional Class A ordinary shares We have granted to the underwriters an option,exercisable for 30 days from the date ofthis prospectus,to purchase up to an aggregate of additional Class A ordinaryshares at the initial public offering price,less underwriting discounts and commissio

292、ns,solely for the purpose of covering over-allotments.ListingWe have applied to have our Class A ordinary shares listed on the Nasdaq Capital Marketunder the symbol“JYD.”Our ordinary shares will not be listed on any exchange or quotedfor trading on any over-the-counter trading system.Payment and set

293、tlementThe underwriters expect to deliver the Class A ordinary shares on ,2023.Use of proceedsWe estimate that we will receive net proceeds of approximately US$million fromthis offering,assuming an initial public offering price of US$per Class A ordinaryshare,the 172023/2/20Form F-1https:/www.sec.go

294、v/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm22/289Table of Contents mid-point of the estimated range of the initial public offering price,after deductingestimated underwriter discounts,commissions and estimated offering expenses payable byus.We intend to use our net proceeds from

295、this offering for the daily operations of onshoreand offshore subsidiaries.See“Use of Proceeds”for additional information.Risk factorsSee“Risk Factors”and other information included in this prospectus for a discussion of therisks you should carefully consider before deciding to invest in our Class A

296、 ordinaryshares.Transfer agentTranshare Corporation Representatives WarrantWe have agreed to issue warrants to the representative of the underwriters to purchase suchnumber of Class A ordinary shares equal to 3%of the total number of Class A ordinaryshares sold in this offering(including any Class A

297、 ordinary share sold pursuant to theexercise of the over-allotment option).Such warrants shall have an exercise price equal to100%of the offering price of the Class A ordinary shares sold to investors in this offeringand may be exercised on a cashless basis.The representatives warrants will be exerc

298、isablecommencing six months from the closing of this offering and will terminate on the fifthanniversary of the commencement of sales for this offering.Lock-upOur directors and officers and holders of more than 5%of our outstanding shares as of theeffective date of this registration statement will e

299、nter into customary“lock-up”agreementsin favor of the underwriters for a period of six(6)months from the date of this offering.Wehave agreed with the underwriters that,for a period of three(3)months from the closing ofthis offering,we will not(a)offer,sell,or otherwise transfer or dispose of,directl

300、y orindirectly,any capital shares or any securities convertible into or exercisable orexchangeable for capital shares;or(b)file or caused to be filed any registration statementwith the SEC relating to the offering of any capital shares or any securities convertible intoor exercisable or exchangeable

301、 for capital shares.See“Underwriting”for moreinformation.182023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm23/289Table of ContentsRISK FACTORSInvesting in the Class A ordinary shares involves a high degree of risk.You should carefully consider the fol

302、lowing risks,as well as otherinformation contained in this prospectus,before making an investment in our company.The risks discussed below could materially and adversely affectour business,prospects,financial condition,results of operations,cash flows,ability to pay dividends and the trading price o

303、f our Class A ordinaryshares.We may face additional risks and uncertainties aside from the ones mentioned below.There may be risks and uncertainties that we are unawareof,or that we currently do not consider material,that may become important factors that adversely affect our business in the future.

304、Any of the followingrisks and uncertainties could have a material adverse effect on our business,financial condition,results of operations and ability to pay dividends.Insuch case,the market prices of the Class A ordinary shares could decline and you may lose part or all of your investment.Risks Rel

305、ated to Our Business and IndustryOur business and growth are significantly affected by the development of international commerce and the e-commerce industry,as well asmacroeconomic and other factors that affect demand for supply chain solutions and logistics services,in China and globally.We generat

306、e a significant portion of volume of orders by serving merchants that may conduct business on various e-commerce platforms,whichrely on our supply chain solutions and logistics services to fulfill orders placed by consumers on such platforms.As such,our business and growth arehighly dependent on the

307、 viability and prospects of international commerce,as well as the domestic and international e-commerce industry.Anyuncertainties relating to the growth,profitability and regulatory regime of international commerce and/or the e-commerce industry could have asignificant impact on us.The development o

308、f international commerce and/or the e-commerce industry is affected by a number of factors,most of whichare beyond our control.These factors include but not limited to:the consumption power and disposable income of consumers,as well as changes in demographics and consumer tastes and preferences;the

309、potential impact of the COVID-19 and other pandemics on our business operations and the economy in China and elsewhere in theworld generally;the growth of broadband and mobile Internet penetration and usage;the availability,reliability and security of e-commerce platforms;the selection,price and pop

310、ularity of products offered on e-commerce platforms;the emergence of alternative channels or business models that better suit the needs of consumers;the development of logistics,payment and other ancillary services associated with international commerce and/or e-commerce;and changes in laws and regu

311、lations,as well as government policies that govern international commerce and/or the e-commerce industry.International commerce and the e-commerce industry are highly sensitive to the changes of macroeconomic conditions,and peoples e-commercespending tends to decline during recessionary periods.Many

312、 factors beyond our control,including economic recessions,downturns in business cycles,inflation and deflation,fluctuation of currency exchange rate,volatility of stock and property markets,interest rates,tax rates and other governmentpolicies and changes in unemployment rates,can adversely affect i

313、nternational commerce,consumer confidence and spending behavior on e-commerceplatforms,which could in turn materially and adversely affect our growth and profitability.In addition,unfavorable changes in domestic andinternational politics,including military conflicts,political turmoil and social inst

314、ability,may also adversely affect consumer confidence and spendingbehavior,which could in turn negatively impact our growth and profitability.192023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm24/289Table of ContentsFurther,the supply chain solution in

315、dustry has historically experienced cyclical fluctuations in operational and financial performance due toeconomic recessions,reductions in per capita disposable income and levels of consumer spending,downturns in the business cycles of customers,interest rate fluctuations and economic factors beyond

316、 our control.During economic downturns,whether in China or globally,reduced overall demandfor supply chain services will likely result in decreased demand for our supply chain solutions and logistics services and exert downward pressures onour rates and margins.As we provide a significant portion of

317、 our supply chain solutions and logistics services for the international commerce and thee-commerce industry,if the online and offline retail channel integration trend or any other trend required for the development of international commerceand the e-commerce industry does not develop as we expect,o

318、ur business prospect may be adversely affected.In periods of strong economic growth,demand for limited transportation resources can also result in increased network congestion and operating inefficiencies.In addition,any deterioration in the economic environment subjects our business to various risk

319、s that may have a material impact on our operatingresults and future prospects.For example,the trade dispute between the PRC and the United States and the increase in tariffs that the two states imposedon each others imports have contributed to increased market volatility,weakened business and consu

320、mer confidence,and diminished expectations foreconomic growth around the world.The adverse impact on sellers,cross-border e-commerce,logistics companies and overseas warehouses were mostprominent in the trade war if products sold belonged to the tariff lines,further leading to massive growth in tax

321、costs.Any trade barriers,legal measuresand exchange rate fluctuations may severely affect cross-border business activities or integrated supply chain solution providers that are highly sensitiveto price changes.In such deteriorated economic environment,some of our customers may face difficulties in

322、paying us,and some may go out ofbusiness.These customers may not complete their payments as quickly as they did in the past,if at all,which may have adverse impact on our workingcapital.We may not be able to promptly adjust our expenses in response to changing market demands and it may be more diffi

323、cult to match our staffinglevels to our business needs.Trade restrictions could materially and adversely affect our business,financial condition and results of operations.We are an end-to-end supply chain solution provider,and a substantial portion of our business operations is freight forwarding,pa

324、rticularlyinternational freight forwarding.Our freight forwarding operations may be affected by trade restrictions implemented by countries or territories in whichour customers are located or in which our customers products are manufactured or sold.For example,we are subject to risks relating to cha

325、nges in tradepolicies,tariff regulations,embargoes or other trade restrictions adverse to our customers business.Actions by governments which result in restrictionson movement of cargo or otherwise could also impede our ability to carry out freight forwarding operations.In addition,international tra

326、de and politicalissues,tensions,conflicts and wars may cause delays and interruptions to cross-border transportation and result in limitations on our insurance coverage.If we are unable to transport cargo to and from countries with trade restrictions in a timely manner or at all,we may face to risks

327、 related to contractviolations and our business,financial condition and results of operations could be materially and adversely affected.We face intense competition which could adversely affect our results of operations and market share.The industries we operate in are highly competitive and fragmen

328、ted.Our extensive supply chain solutions and logistics services encompass a widerange of services,including freight forwarding services,supply chain management and other value-added services.As a result,we may compete with abroad range of companies,such as integrated supply chain solution and servic

329、e providers,and express and freight delivery service providers.Specifically,there are multiple existing market players that offer integrated supply chain solutions and logistics services,and there may be new entrantsemerging in each of the markets we operate in,which compete to attract,engage and re

330、tain consumers and merchants.These companies may havegreater financial,technological,research and development,marketing,distribution,and other resources than we do.They may also have longeroperating histories,a larger customer base or broader and deeper market coverage.As a result,our competitors 20

331、2023/2/20Form F-1https:/www.sec.gov/Archives/edgar/data/1938186/000119312523042094/d735110df1.htm25/289Table of Contentsmay be able to respond more quickly and effectively to new or evolving opportunities,technologies,standards or user requirements than we do and mayhave the ability to initiate or w

332、ithstand significant regulatory changes and industry evolvement.Furthermore,when we expand into other markets,wewill face competition from new competitors,domestic or foreign,who may also enter markets where we currently operate or plan to operate.Any significant increase in competition may have a m

333、aterial adverse effect on our revenue and profitability as well as on our operations andbusiness prospect.We cannot assure you that we will be able to continuously distinguish our services from those of our competitors,preserve andimprove our relationships with various participants in the supply chain solution industry,or increase or even maintain our existing market share.We mayexperience the los