盛丰物流｜美国IPO市场.递表 20230217

2023年2月17日，来自福建福州的盛丰物流集团有限公司的实质控股股东SHENGFENG DEVELOPMENT LIMITED（以下简称“盛丰物流”）在美国证监会(SEC)提交更新后的招股书，拟于美国纳斯达克上市。 其于2021年5月20日在SEC秘密递表，于2022年9月9日在SEC公开披露招股书，股票代码SFWL。

根据招股书，盛丰物流计划以5美元的价格，发行300万股股票，募资规模约1500万美元。

盛丰物流招股书链接：

https://www.sec.gov/Archives/edgar/data/1863218/000121390023005184/ea172103-f1a3_shengfeng.htm

主要业务

盛丰物流，来自福建福州，作为中国领先的合同物流服务提供商之一，主要为客户提供综合物流解决方案，包括B2B 货运服务、云存储服务、增值服务等。

盛丰物流，在中国建立了广泛而可靠的交通网络，覆盖了31个省的341个城市。同时，拥有35个区域分拣中心、22个Cloud OFC、42个服务网点、约600辆自有卡车和车辆。

根据Frost & Sullivan 提供的报告，在2019 年、2020年，盛丰物流在中国所有B2B独立合同物流公司中排名前50。

盛丰物流，主要为逾4000家大中型生产制造企业和商贸企业提供优质高效的物流服务，包括施耐德、天马、小米、冠捷、宁德时代、比亚迪、当当网、新华书店、良品铺子、光明乳业、顺丰速运等。

股东架构

招股书显示，盛丰物流在上市前的股东架构中，其股份包括A类股份(每股A类股份拥有1票投票权)3,812万股、B类股份(每股B类股份拥有10票投票权)4,188万股，股份合计8,000万股。其主要股东包括：

刘用旭，通过Shengfeng International持有B类股份4188万股、占B类股份的100%，占全部股份的52.35%；

以下股东全部持有A类股份(全部A类股份3,812万股)：

林光生，通过Everbright International控制873.6万股、占A类股份的22.92%，占全部股份的10.92%；

Wu Yiping，通过Double Sun Capital持有392.8万股、占A类股份的10.30%，占全部股份的4.91%；

Zheng Rong, 通过Changle International持有390.4万股、占A类股份的10.24%，占全部股份的4.88%；

Chen Chia-Yu，持有388.0万股、占A类股份的10.18%，占全部股份的4.85%；

杨宇盛，通过Yuansheng International持有378.4万股、占A类股份的9.93%，占全部股份的4.73%；

Lin Qing，通过Mid-Castle Development持有364.8万股、占A类股份的9.57%，占全部股份的4.56%；

Huang Jinyuan，通过Prime Link Capital持有308.8万股、占A类股份的8.10%，占全部股份的3.86%；

Lin Qiang，通过Sky Top Capital持有288.0万股、占A类股份的7.56%，占全部股份的3.60%。

公司架构

招股书显示，盛丰物流的公司架构如下：

盛丰物流的境内子公司福建天裕盛丰物流有限公司(Fujian Tianyu Shengfeng Logistics Co.,Ltd)，通过VIE协议控制盛丰物流集团有限公司(Shengfeng Logistics Group Co.,Ltd)及其30个子公司。

管理层

招股书显示，盛丰物流的管理层如下：

刘用旭，董事会主席、CEO、总裁

Yongxu Liu has been our chief executive officer, president and chairman since May 20, 2021 and director since July 16, 2020. Mr. Liu is the founder of Shengfeng Logistics and has served as its chairman and chief executive officer since December 2001. Mr. Liu served as the vice chairman of Fujian Province Logistics Association in 2006 and the vice chairman of Fuzhou City Logistics Association in 2007. Mr. Liu also served as the deputy to Fuzhou Municipal People’s Congress in 2011. Prior to founding Shengfeng Logistics, Mr. Liu was the manager of Department of Vehicle Management of Shenghui Logistics Group Co., Ltd. from 1997 to 2001. Before the formal formation of Shenghui Logistics Group Co., Ltd., Mr. Liu worked for such entity from 1992 to 1997 as a self-employed individual of logistics transportation. Mr. Liu received his master’s degree in Executive Master of Business Administration from Tsinghua University in 2016. Mr. Liu has been chosen as a director and our chairman because of his knowledge and extensive experience in logistics industry and our business.

郑国平，CFO、副总裁

Guoping Zheng has been our chief financial officer and vice president since May 20, 2021. Mr. Zheng has served as the vice president and chief financial officer of Shengfeng Logistics, principal of its Strategy Department and its Finance Department since 2016. Prior to that, Mr. Zheng served as the senior director of the Financial Management Department of East China and North China in Deppon Logistics Co., Ltd. from 2008 to 2016. Mr. Zheng received his bachelor’s degree in Financial Management from Xiamen University in 2008.

杨智平，董事

Zhiping Yang has been our director since April 7, 2021. Mr. Yang joined Shengfeng Logistics in 2001. He has served as the vice president of Shengfeng Logistics since 2020 and the general manager of the Operation Center in Shengfeng Logistics since 2014. Mr. Yang has served as the director of Shengfeng Logistics from December 2018 to April 2021. From 2001 to 2013, he served as the General Manager of Beijing Shengfeng Supply Chain Management Co., Ltd., a subsidiary wholly owned by Shengfeng Logistics. Mr. Yang received his bachelor’s degree in Applied Psychology from Xi ‘an Institute of Political Science of the People’s Liberation Army in 2015. He also completed a Human Resources Advanced Training Class conducted by Tsinghua University in 2014. Mr. Yang has been chosen as a director because of his knowledge and extensive experience in logistics industry and our business.

刘丹，独立董事，福州大学经济与管理学院教授

Dan Liu will serve as our independent director starting immediately upon the effectiveness of our registration statement of which this prospectus is a part. Ms. Liu has been a professor in the School of Economics and Management of Fuzhou University since 2017. Prior to that, she served as an associate professor in the same school of Fuzhou University from 2006 to 2017. From 2001 to 2006, Ms. Liu served as an associate professor in Fuzhou Polytechnic. From 2000 to 2001, she was a senior lecturer of the Department of Vocational Education of Fujian Economics and Management Cadre Institute after being a lecturer in the same department from 1994 to 2000. From 1987 to 1994, she served as a teaching assistant under the same department. Ms. Liu received her bachelor’s degree in Material Management Engineering from Huazhong University of Science & Technology (formerly named Huazhong Institute of Technology) in 1987, her master’s degree in Business Management from Fuzhou University in 2005 and her Ph.D. in Logistics Management from Fuzhou University in 2012. Ms. Liu has been chosen as a director appointee because of her extensive knowledge and experience in economics and management.

李文，独立董事，同洲电子(002052.SZ)独立董事

Wen Li will serve as our independent director starting immediately upon the effectiveness of our registration statement of which this prospectus is a part. Ms. Li has served as a financial director of Fujian Qunsheng Property Limited Company in China since 2013 and an independent director of Shenzhen Coship Electronics Co., Ltd. since March 2021. From 2006 to 2012, she served as an independent director of Fufa Group Co., Ltd. in Fujian Province. She also served as the financial director of Fuzhou TV Station from 2008 to 2013 and the financial director of Fujian Zhongcheng Group from 2006 to 2008. Prior to that, she was the general manager of Department of Finance of Fujian Huafu Securities Company from 1997 to 2005 and the general manager of Department of Finance of Fujian Huafu Real Estate Company from 1989 to 1997. Ms. Li received her bachelor’s degree in Economics from Fuzhou University in 1989. She also completed a Master course in Finance conducted by Xiamen University in 1999. She has been certified as a Senior Accountant in China since 2001, obtained Securities Practitioner qualification in China since 2002 and Independent Director qualification in Shenzhen Stock Exchange since 2007. Ms. Li has been chosen as a director appointee because of her knowledge and extensive experience in finance.

John F. Levy，独立董事

John F. Levy will serve as our independent director starting immediately upon the effectiveness of our registration statement of which this prospectus is a part. Mr. Levy currently serves as the chief executive officer and principal consultant for Board Advisory (the “Levy Company”). He has held this role since May 2005. He has also served as the chief executive officer of Sticky Fingers Restaurants, LLC from 2019 to 2020. Mr. Levy is a recognized corporate governance and financial reporting expert with over 30 years of progressive financial, accounting and business experience; including nine years in public accounting with three national accounting firms and having served as chief financial officer of both public and private companies for over 13 years. Mr. Levy currently serves on the board of directors of three other public companies: Applied Minerals, Inc. (since January 2008), whose common stock is quoted on OTC; Washington Prime Group, Inc. (since June 2016), which is a corporation listed on New York Stock Exchange, or “NYSE” and which filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code on June 13, 2021; and Happiness Biotech Group Ltd. (since October 2019), which is a company listed on Nasdaq Capital Market. Mr. Levy is a Certified Public Accountant. Mr. Levy is a graduate of the Wharton School of Business at the University of Pennsylvania, and received his MBA from St. Joseph’s University in Philadelphia, Pennsylvania. Mr. Levy has been chosen as a director appointee because of his knowledge and extensive experience in financial, accounting and business.

公司业绩

招股书显示，在过去的2020年、2021年和2022年前六个月，盛丰物流的收入分别为2.87亿、3.47亿和1.67亿美元，相应的净利润分别为609.1万、689.8万和245.6万美元。

中介机构

盛丰物流是次IPO的的中介团队主要有：万通证券为其承销商； Friedman LLP为其审计师；锦天城、翰博文分别为其公司中国律师、公司美国律师；Ellenoff Grossman & Schole LLP为其承销商美国律师。

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