Shengfeng Development Ltd Files Amendment to Annual Report

TL;DR

<b>Shengfeng Development Ltd has filed an amendment to its 2023 annual report, detailing share structure and operational contact information.</b>

AI Summary

SHENGFENG DEVELOPMENT Ltd (SFWL) filed a Amended Foreign Annual Report (20-F/A) with the SEC on April 22, 2024. Shengfeng Development Limited filed an amendment (20-F/A) to its annual report for the fiscal year ended December 31, 2023. The company's Class A Ordinary Shares trade under the symbol SFWL on The Nasdaq Capital Market. As of the filing date, Shengfeng Development had 40,617,513 Class A ordinary shares and 41,880,000 Class B ordinary shares outstanding. The principal executive offices are located at Shengfeng Building, No. 478 Fuxin East Road, Jinan District, Fuzhou City, Fujian Province, People's Republic of China. Guoping Zheng, Chief Financial Officer, is listed as the company contact person.

Why It Matters

For investors and stakeholders tracking SHENGFENG DEVELOPMENT Ltd, this filing contains several important signals. This amendment provides updated information on the company's share structure and principal executive offices, crucial for investors tracking corporate governance and operational details. The filing confirms the listing of Shengfeng Development's Class A Ordinary Shares on The Nasdaq Capital Market, indicating ongoing compliance with exchange requirements.

Risk Assessment

Risk Level: low — SHENGFENG DEVELOPMENT Ltd shows low risk based on this filing. The filing is an amendment to an annual report and does not contain new financial performance data or significant operational changes, indicating a low level of immediate risk.

Analyst Insight

Investors should review the amendment for any updated disclosures regarding share structure or corporate governance that may impact their investment thesis.

Key Numbers

• 40,617,513 — Class A ordinary shares outstanding (As of the date of this annual report.)
• 41,880,000 — Class B ordinary shares outstanding (As of the date of this annual report.)
• 0.0001 — Par value per share (For both Class A and Class B ordinary shares.)
• 2023-12-31 — Fiscal Year End (Conformed Period of Report.)
• 2024-04-22 — Filing Date (Date the amendment was filed.)

Key Players & Entities

• SHENGFENG DEVELOPMENT Ltd (company) — COMPANY CONFORMED NAME
• SFWL (company) — Trading Symbol(s)
• The Nasdaq Capital Market (company) — Name of each exchange on which registered
• Guoping Zheng (person) — Name of Company Contact Person
• 40,617,513 (dollar_amount) — number of outstanding Class A ordinary shares
• 41,880,000 (dollar_amount) — number of outstanding Class B ordinary shares
• 0001213900-24-034909 (company) — Accession Number
• 20231231 (company) — Conformed Period of Report

FAQ

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the annual report.
• 2024-04-22: Filing Date — Date the amendment to the Form 20-F was filed with the SEC.

Key Financial Figures

• $0.0001 — ,513 Class A ordinary shares, par value $0.0001 per share, and 41,880,000 Class B ordin
• $ — ned by Shengfeng HK; "U.S. dollars," "$," and "dollars" are to the legal curren
• $1.00 — ly taken up 1 ordinary share, par value $1.00 per share, which it subsequently transf
• $50,000 — an amendment of our share capital from $50,000 divided into 50,000 ordinary shares of
• $3,812 — stors for an aggregate consideration of $3,812. On December 18, 2020, we issued 41,87
• $4,187 — national Limited for a consideration of $4,187. After such issuance and as of the date
• $4.00 — ry Shares at a public offering price of $4.00 per share. The net proceeds raised from
• $8.5 million — raised from the IPO were approximately $8.5 million after deducting underwriting discounts
• $4.46 — Ordinary Shares at a per share price of $4.46. On October 25, 2023, we issued 97,513
• $13.815 — rcised its warrant with a cost basis of $13.815 per share on October 19, 2023. Our Cor
• $2.8 million — mart) to a third party. Tianyu received $2.8 million (RMB20.0 million) as of December 31, 20

Filing Documents

• ea0204365-20fa1_shengfeng.htm (20-F/A) — 2642KB
• ea020436501ex12-1_shengfeng.htm (EX-12.1) — 10KB
• ea020436501ex12-2_shengfeng.htm (EX-12.2) — 10KB
• ea020436501ex13-1_shengfeng.htm (EX-13.1) — 4KB
• ea020436501ex13-2_shengfeng.htm (EX-13.2) — 4KB
• image_001.jpg (GRAPHIC) — 31KB
• image_002.jpg (GRAPHIC) — 19KB
• image_003.jpg (GRAPHIC) — 76KB
• image_004.jpg (GRAPHIC) — 19KB
• image_005.jpg (GRAPHIC) — 24KB
• image_006.jpg (GRAPHIC) — 15KB
• image_007.jpg (GRAPHIC) — 13KB
• image_008.jpg (GRAPHIC) — 24KB
• image_009.jpg (GRAPHIC) — 9KB
• fin_001.jpg (GRAPHIC) — 3KB
• fin_002.jpg (GRAPHIC) — 7KB
• 0001213900-24-034909.txt (&nbsp;) — 13826KB
• sfwl-20231231.xsd (EX-101.SCH) — 115KB
• sfwl-20231231_cal.xml (EX-101.CAL) — 85KB
• sfwl-20231231_def.xml (EX-101.DEF) — 532KB
• sfwl-20231231_lab.xml (EX-101.LAB) — 886KB
• sfwl-20231231_pre.xml (EX-101.PRE) — 546KB
• ea0204365-20fa1_shengfeng_htm.xml (XML) — 1548KB

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 127 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 129 PART II 130 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 130 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 130 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 130 ITEM 16. RESERVED 131 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 131 ITEM 16B. CODE OF ETHICS 131 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 131 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 132 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 132 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 132 ITEM 16G. CORPORATE GOVERNANCE 132 ITEM 16H. MINE SAFETY DISCLOSURE 132 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 132 ITEM 16J. INSIDER TRADING POLICIES 132 ITEM 16K. CYBERSECURITY 132 PART III 133 ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 133 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 133 ITEM 19. EXHIBITS 133 i INTRODUCTION In this annual report on Form 20-F, unless the context otherwise requires, references to: "Affiliated Entities" are to our subsidiaries and Shengfeng Logistics (defined below) and the VIE's subsidiaries (defined below); "China" or the "PRC" are to the People's Republic of China, and "mainland China", unless otherwise specified herein, are to the People's Republic of China excluding, for the purpose of this annual report only, Taiwan, the Hong Kong Special Administrative Region, and the Macau Administrative Region; "Class A Ordinary Shares" are to Class A ordinary shares of Shengfeng Cayman (defined below), par value $0.0001 per share; "Class B Ordinary Shares" are to Class B ordinary shares of Shengfeng Cayman, par value $0.0001 per share; "Our subsidiaries" are to Shengfeng HK (defined below) and Tianyu (defined below), each a subsidiary of Shengfeng Cayman; "RMB" are to the legal currency of China; "Shengfeng HK" are to our wholly owned subsidiary, Shengfeng Holding Limited, a Hong Kong corporation; "Shengfeng Logistics" or "the VIE" are to Shengfeng Logistics Group Co., Ltd., a limited liability company organized under the laws of the PRC, which we control via a series of contractual arrangements among Tianyu (defined below), Shengfeng Logistics, and shareholders of Shengfeng Logistics; "Shengfeng WFOE," "Tianyu," or "our PRC subsidiary" are to Tianyu Shengfeng Logistics Group Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by Shengfeng HK; "U.S. dollars," "$," and "dollars" are to the legal currency of the United States; "VIE's subsidiaries" are to the 31 subsidiaries of Shengfeng Logistics as listed in "Item 3. Key Information—Our Corporate Structure;" "we," "us," "our," "Shengfeng Cayman," "our Company," or the "Company" are to Shengfeng Development Limited, an exempted company with limited liability incorporated unde

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not Applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable.

KEY INFORMATION

Item 3. KEY INFORMATION Our Corporate History We began our operations in 2001 through Shengfeng Logistics, a limited liability company established pursuant to PRC laws. Shengfeng Logistics formed or controlled 31 majority owned/wholly owned subsidiaries pursuant to PRC laws. In connection with our initial public offering ("IPO"), which was completed on April 4, 2023, we undertook a reorganization of our corporate structure (the "Reorganization") in the following steps: on July 16, 2020, we incorporated Shengfeng Cayman under the laws of the Cayman Islands; on August 18, 2020, we incorporated Shengfeng HK in Hong Kong as a wholly owned subsidiary of Shengfeng Cayman; on December 16, 2020, we incorporated Tianyu pursuant to PRC laws as a WFOE and a wholly owned subsidiary of Shengfeng HK; on December 18, 2020, our Company and our shareholders undertook a series of corporate actions, including an amendment and a subdivision of our share capital, among others. See " — History of Share Issuances" below; and On January 7, 2021, Tianyu entered into a series of contractual arrangements with Shengfeng Logistics and its shareholders, through which Tianyu has gained full control over the management and receives the economic benefits of Shengfeng Logistics. For more details, see "—Our VIE Agreements." Our shares and per share data as of December 31, 2023 and 2022 have been presented on a retroactive basis to reflect the Reorganization. 1 History of Share Issuances The following is a summary of our share issuances since incorporation. On July 16, 2020, Quality Corporate Services Ltd., the subscriber to our memorandum of association, had initially taken up 1 ordinary share, par value $1.00 per share, which it subsequently transferred to Shengfeng International Limited on the same date. Also on July 16, 2020, we issued 49,999 ordinary shares, par value $1.00 per share, to Shengfeng International Limited, of which 6,000 ordinary shares were transferred to Everb

View Full Filing

View this 20-F/A filing on SEC EDGAR