Form SC 13G - Statement of acquisition of beneficial ownership by individuals
15 February 2024 - 3:12AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
SHENGFENG
DEVELOPMENT LIMITED
(Name
of Issuer)
Class
A Ordinary Shares, par value $0.0001 per share
(Title
of Class of Securities)
G8117B101
(CUSIP
Number)
December
31, 2023
(Date
of Event Which Requires Filing of This Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| |
☐ |
Rule
13d-1(b) |
| |
|
|
| |
☐ |
Rule
13d-1(c) |
| |
|
|
| |
☒ |
Rule
13d-1(d) |
| * |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No.
G8117B101 |
|
Page
1 of 6 |
| 1. |
Names of Reporting Persons
Changle International Limited |
| 2. |
Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐ |
| 3. |
SEC
Use Only
|
| 4. |
Citizenship or Place of Organization
British Virgin Islands |
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
3,904,000 |
| 7. |
Sole Dispositive Power
0 |
| 8. |
Shared Dispositive Power
3,904,000 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,904,000
|
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
9.6%* |
| 12. |
Type of Reporting Person
FI
|
| * |
Percentage
of class is calculated based on 40,617,513 Class A Ordinary Shares outstanding as of December 31, 2023, which information was provided
by the Issuer to the Reporting Persons on December 31, 2023. |
CUSIP
No.
G8117B101 |
|
Page
2 of 6 |
| 1. |
Names of Reporting Persons
Rong Zheng* |
| 2. |
Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐ |
| 3. |
SEC
Use Only
|
| 4. |
Citizenship or Place of Organization
China |
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
3,904,000 |
| 7. |
Sole Dispositive Power
0 |
| 8. |
Shared Dispositive Power
3,904,000 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,904,000
|
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
9.6%** |
| 12. |
Type of Reporting Person
IN
|
| * |
Represents
3,904,000 Class A Ordinary Shares held through Changle International Limited, which is 100% owned by Rong Zheng, as of December 31,
2023. |
| |
|
| ** |
Percentage
of class is calculated based on 40,617,513 Class A Ordinary Shares outstanding as of December 31, 2023, which information was provided
by the Issuer to the Reporting Persons on December 31, 2023. |
CUSIP
No.
G8117B101 |
|
Page
3 of 6 |
ITEM
1.
(a)
Name of Issuer: Shengfeng Development Limited
| |
(b)
Address of Issuer’s Principal Executive Offices: Shengfeng Building, No. 478 Fuxin East Road, Jin’an District, Fuzhou |
| |
|
City, Fujian Province, People’s Republic of China, 350001 |
ITEM
2.
2(a)
Name of Person Filing:
(i)
Changle International Limited
(ii)
Rong Zheng
2(b)
Address of Principal Business Office, or if None, Residence:
(i)
Changle International Limited
4th
Floor, Water’s Edge Building, Meridian Plaza, Road Town, Tortola, VG1110, British Virgin Islands
(ii)
Rong Zheng
4th
Floor, Water’s Edge Building, Meridian Plaza, Road Town, Tortola, VG1110, British Virgin Islands
2(c)
Citizenship:
(i)
Changle International Limited
British
Virgin Islands
(ii)
Rong Zheng
China
2(d)
Title of Class of Securities:
Class
A Ordinary Shares, par value $0.0001 per share
2(e)
CUSIP Number:
G8117B101
ITEM
3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not
Applicable.
ITEM
4. OWNERSHIP.
The
information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.
CUSIP
No.
G8117B101 |
|
Page
4 of 6 |
ITEM
5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not
applicable.
ITEM
6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not
applicable.
ITEM
7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not
applicable.
ITEM
8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not
applicable.
ITEM
9. NOTICE OF DISSOLUTION OF GROUP.
Not
applicable.
ITEM
10. CERTIFICATIONS.
Not
applicable.
CUSIP
No.
G8117B101 |
|
Page
5 of 6 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
February 14, 2024
| |
|
Changle
International Limited |
| |
|
|
| |
By:
|
/s/
Rong Zheng |
| |
Name:
|
Rong
Zheng |
| |
Title: |
Director
|
| |
|
/s/
Rong Zheng |
| |
Name:
|
Rong
Zheng |
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
CUSIP
No.
G8117B101 |
|
Page
6 of 6 |
LIST
OF EXHIBITS
Exhibit
99.1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the
joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Ordinary Shares, par value of US$0.0001 per
share, of Shengfeng Development Limited, a Cayman Islands exempted company, and that this Agreement may be included as an exhibit to
such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and
the same instrument.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2024.
| |
|
Changle
International Limited |
| |
|
|
| |
By:
|
/s/
Rong Zheng |
| |
Name:
|
Rong
Zheng |
| |
Title: |
Director
|
| |
|
/s/
Rong Zheng |
| |
Name:
|
Rong
Zheng |
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