XML 17 R7.htm IDEA: XBRL DOCUMENT
v3.25.2

Organization and Nature of Operations | 6 Months Ended
--- | ---
Jun. 30, 2025
Organization and Nature of Operations [Abstract] |
ORGANIZATION AND NATURE OF OPERATIONS |
| 1. | ORGANIZATION AND NATURE OF OPERATIONS
Shengfeng Development Limited (“Shengfeng” or the “Company”), is a holding company incorporated under the laws of the Cayman Islands on July 16, 2020, as an exempted company with limited liability. The Company has no substantive operations other than holding all of the outstanding share capital of Shengfeng Holding Limited (“Shengfeng HK”) established under the laws of Hong Kong on August 18, 2020. Shengfeng HK is also a holding company holding all of the outstanding equity of Fujian Tianyu Shengfeng Logistics Co., Ltd. (“Tianyu” or “Shengfeng WFOE” or “WFOE”), which was established on December 16, 2020 under the laws of the People’s Republic of China (“PRC” or “China”). The Company, through its variable interest entity (the “VIE”), Shengfeng Logistics Group Co., Ltd. (“Shengfeng VIE” or the “VIE”), and its subsidiaries, operates as a transportation and warehouse storage management services provider in the PRC. Shengfeng VIE was incorporated on December 7, 2001 under the laws of the PRC. Paid-in capital of Shengfeng VIE was approximately $27.2 million (approximately RMB189.6 million) as of June 30, 2025. On December 18, 2020, the Company completed a reorganization of entities under common control of its then existing shareholders, who collectively owned all of the equity interests of the Company prior to the reorganization. The Company, and Shengfeng HK were established as the holding companies of Shengfeng WFOE. Shengfeng WFOE is the primary beneficiary of Shengfeng VIE and its subsidiaries, and all of these entities included in the Company are under common control which results in the consolidation of Shengfeng VIE and its subsidiaries which have been accounted for as a reorganization of entities under common control at carrying value. The consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the accompanying consolidated financial statements of the Company. The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company and each of the following entities, including its WFOE and the VIE:
No. |  | Name of subsidiaries |  | Place of incorporation |  | Date of incorporation or acquisition |  | Percentage of direct or indirect |  |  | Principal activities
1 |  | Shengfeng Holding Limited (“Shengfeng HK”) |  | Hong Kong |  | August 18, 2020 |  |  | 100 | % |  | Investment holding of Tianyu
2 |  | Tianyu Shengfeng Logistics Group Co., Ltd. (“Tianyu”, formerly known as “Fujian Tianyu Shengfeng Logistics Co., Ltd “) |  | Fujian, the PRC |  | December 16, 2020 |  |  | 100 | % |  | Investment holding of Shengfeng VIE
|  | The VIE and the VIE’s subsidiaries: |  |  |  |  |  |  |  |  |  |
3 |  | Shengfeng Logistics Group Co., Ltd. (“Shengfeng VIE” or “Shengfeng Logistics”) |  | Fujian, the PRC |  | December 7, 2001 |  |  | 100 | % |  | Transportation and warehouse storage management service
4 |  | Fuqing Shengfeng Logistics Co., Ltd. |  | Fujian, the PRC |  | April 15, 2011 |  |  | 100 | % |  | Transportation and warehouse storage management service
5 |  | Xiamen Shengfeng Logistics Co., Ltd. |  | Fujian, the PRC |  | December 22, 2011 |  |  | 100 | % |  | Transportation and warehouse storage management service
6 |  | Guangdong Shengfeng Logistics Co., Ltd. |  | Guangdong, the PRC |  | December 30, 2011 |  |  | 100 | % |  | Transportation and warehouse storage management service
No. |  | Name of subsidiaries |  | Place of incorporation |  | Date of incorporation or acquisition |  | Percentage of direct or indirect |  |  | Principal activities
7 |  | Hainan Shengfeng Supply Chain Management Co., Ltd. |  | Hainan, the PRC |  | August 18, 2020 |  |  | 51 | % |  | Transportation and warehouse storage management service
8 |  | Beijing Tianyushengfeng E-commerce Technology Co., Ltd. |  | Beijing, the PRC |  | January 9, 2004 |  |  | 100 | % |  | Transportation and warehouse storage management service
9 |  | Beijing Shengfeng Supply Chain Management Co., Ltd. |  | Beijing, the PRC |  | April 13, 2016 |  |  | 100 | % |  | Transportation and warehouse storage management service
10 |  | Shengfeng Logistics (Guizhou) Co., Ltd. |  | Guizhou, the PRC |  | August 15, 2017 |  |  | 100 | % |  | Transportation and warehouse storage management service
11 |  | Shengfeng Logistics (Tianjin) Co., Ltd. |  | Tianjin, the PRC |  | March 8, 2016 |  |  | 100 | % |  | Transportation and warehouse storage management service
12 |  | Shengfeng Logistics (Shandong) Co., Ltd. |  | Shandong, the PRC |  | March 15, 2016 |  |  | 100 | % |  | Transportation and warehouse storage management service
13 |  | Shengfeng Logistics Hebei Co., Ltd. |  | Hebei, the PRC |  | February 17, 2016 |  |  | 100 | % |  | Transportation and warehouse storage management service
14 |  | Shengfeng Logistics (Henan) Co., Ltd. |  | Henan, the PRC |  | March 28, 2016 |  |  | 100 | % |  | Transportation and warehouse storage management service
15 |  | Shengfeng Logistics (Liaoning) Co., Ltd. |  | Liaoning, the PRC |  | March 2, 2016 |  |  | 100 | % |  | Transportation and warehouse storage management service
16 |  | Shengfeng Logistics (Yunnan) Co., Ltd. |  | Yunnan, the PRC |  | January 25, 2016 |  |  | 100 | % |  | Transportation and warehouse storage management service
17 |  | Shengfeng Logistics (Guangxi) Co., Ltd. |  | Guangxi, the PRC |  | February 1, 2016 |  |  | 100 | % |  | Transportation and warehouse storage management service
18 |  | Hubei Shengfeng Logistics Co., Ltd. |  | Hubei, the PRC |  | December 15, 2010 |  |  | 100 | % |  | Transportation and warehouse storage management service
19 |  | Shengfeng Logistics Group (Shanghai) Supply Chain Management Co., Ltd. |  | Shanghai, the PRC |  | August 26, 2015 |  |  | 100 | % |  | Transportation and warehouse storage management service
20 |  | Shanghai Shengxu Logistics Co., Ltd. |  | Shanghai, the PRC |  | June 4, 2003 |  |  | 100 | % |  | Transportation and warehouse storage management service
21 |  | Hangzhou Shengfeng Logistics Co., Ltd. |  | Zhejiang, the PRC |  | June 10, 2010 |  |  | 100 | % |  | Transportation and warehouse storage management service
22 |  | Nanjing Shengfeng Logistics Co., Ltd. |  | Jiangsu, the PRC |  | August 30, 2011 |  |  | 100 | % |  | Transportation and warehouse storage management service
23 |  | Suzhou Shengfeng Logistics Co., Ltd. |  | Jiangsu, the PRC |  | January 14, 2005 |  |  | 90 | % |  | Transportation and warehouse storage management service
24 |  | Suzhou Shengfeng Supply Chain Management Co., Ltd. |  | Jiangsu, the PRC |  | August 9, 2019 |  |  | 100 | % |  | Transportation and warehouse storage management service
25 |  | Shengfeng Supply Chain Management Co., Ltd. |  | Fujian, the PRC |  | June 19, 2014 |  |  | 100 | % |  | Transportation and warehouse storage management service
26 |  | Fuzhou Shengfeng Transportation Co., Ltd. |  | Fujian, the PRC |  | April 18, 2019 |  |  | 100 | % |  | Transportation and warehouse storage management service
No. |  | Name of subsidiaries |  | Place of incorporation |  | Date of incorporation or acquisition |  | Percentage of direct or indirect |  |  | Principal activities
27 |  | Sichuan Shengfeng Logistics Co., Ltd. |  | Sichuan, the PRC |  | June 27, 2019 |  |  | 100 | % |  | Transportation and warehouse storage management service
28 |  | Fujian Shengfeng Logistics Co., Ltd. |  | Fujian, the PRC |  | April 2, 2020 |  |  | 100 | % |  | Transportation and warehouse storage management service
29 |  | Fujian Dafengche Information Technology Co. Ltd. |  | Fujian, the PRC |  | August 26, 2020 |  |  | 100 | % |  | Software engineering
30 |  | Ningde Shengfeng Logistics Co. Ltd. |  | Fujian, the PRC |  | November 12, 2018 |  |  | 51 | % |  | Transportation and warehouse storage management service
31 |  | Shengfeng Logistics (Zhejiang) Co., Ltd. |  | Zhejiang, the PRC |  | February 1, 2021 |  |  | 100 | % |  | Transportation and warehouse storage management service
32 |  | Chengdu Shengfeng Supply Chain Management Co., Ltd. |  | Chengdu, the PRC |  | October 12, 2021 |  |  | 100 | % |  | Supply chain management service
33 |  | Shengfeng Logistics Group (Ningde) Supply Chain Management Co., Ltd. |  | Fujian, the PRC |  | September 23, 2022 |  |  | 100 | % |  | Supply chain management service
34 |  | Anhui Shengfeng Supply Chain Management Co., Ltd. |  | Anhui, the PRC |  | November 29, 2023 |  |  | 100 | % |  | Transportation and warehouse storage management service
35 |  | Shenzhen Tianyu Shengfeng Supply Chain Management Co., Ltd. |  | Guangdong, the PRC |  | May 19, 2023 |  |  | 100 | % |  | Transportation and supply chain management service
36 |  | Ningbo Shengfeng Supply Chain Co., Ltd. |  | Zhejiang, the PRC |  | April 16, 2024 |  |  | 100 | % |  | Transportation and warehouse storage management service
37 |  | Qingdao Shengfeng Supply Chain Co., Ltd. |  | Shandong, the PRC |  | April 22, 2024 |  |  | 100 | % |  | Transportation and warehouse storage management service
38 |  | Zhongshan Shengfeng Supply Chain Management Co., Ltd. |  | Guangdong, the PRC |  | May 15, 2024 |  |  | 100 | % |  | Transportation and warehouse storage management service
39 |  | Hunan Shengfeng Supply Chain Management Co., Ltd. |  | Hunan, the PRC |  | May 23, 2024 |  |  | 100 | % |  | Transportation and warehouse storage management service
40 |  | Jiangxi Shengfeng Supply Chain Management Co., Ltd. |  | Jiangxi, the PRC |  | May 24, 2024 |  |  | 100 | % |  | Transportation and warehouse storage management service
41 |  | Dongguan Shengfeng Supply Chain Management Co., Ltd. |  | Guangdong, the PRC |  | July 7, 2024 |  |  | 100 | % |  | Transportation and warehouse storage management service
42 |  | Langfang Shengfeng Logistics Co., Ltd. |  | Hebei, the PRC |  | August 27, 2024 |  |  | 100 | % |  | Transportation and warehouse storage management service
No. |  | Name of subsidiaries |  | Place of incorporation |  | Date of incorporation or acquisition |  | Percentage of direct or indirect |  |  | Principal activities
43 |  | Liaoning Tianyu Changsheng Supply Chain Management Co., Ltd. |  | Liaoning, the PRC |  | October 16, 2024 |  |  | 66 | % |  | Transportation and warehouse storage management service
44 |  | Chongqing Tianyu Shengfeng Supply Chain Management Co., Ltd. |  | Chongqin, the PRC |  | October 21, 2024 |  |  | 100 | % |  | Transportation and supply chain management service
45 |  | Fujian Shengfeng Fulai Low Altitude Comprehensive Service Co., Ltd. |  | Fujian, the PRC |  | November 7, 2024 |  |  | 51 | % |  | Transportation and cargo packaging service
46 |  | Fujian Shengfeng Zhuoyue Shipping Engineering Technology Co., Ltd. |  | Fujian, the PRC |  | December 9, 2024 |  |  | 51 | % |  | Technical services and development
47 |  | Zhangzhou Shengfeng Logistics Co., Ltd. |  | Fujian, the PRC |  | May 14, 2025 |  |  | 100 | % |  | Transportation and warehouse storage management service
|  | Significant subsidiaries of Tianyu: |  |  |  |  |  |  |  |  |  |
48 |  | Yichun Shengfeng Logistics Co., Ltd. |  | Jiangxi, the PRC |  | December 1, 2022 |  |  | 100 | % |  | Transportation and warehouse storage management service
49 |  | Hubei Tianyu Shengfeng Logistics Co., Ltd. |  | Hubei, the PRC |  | November 14, 2023 |  |  | 100 | % |  | Transportation and supply chain management service
Contractual Agreements The Company conducts its operations through a series of agreements with the VIE and its subsidiaries as stated above. The VIE and its subsidiaries are utilized solely to facilitate the Company’s participation in transportation and warehouse storage management services in the PRC where foreign ownership is restricted. As such, Shengfeng VIE is controlled through contractual arrangements in lieu of direct equity ownership by the Company or any of its subsidiaries. Such contractual arrangements were made effective by a series of six agreements (collectively the “Contractual Arrangements”, or “the VIE Agreements,” which were signed on January 7, 2021). As a result of the direct ownership in Tianyu and the Contractual Arrangements, the Company is regarded as the primary beneficiary of the VIE and its subsidiaries. Therefore, the VIE and its subsidiaries were treated as the consolidated entities under U.S. GAAP. The significant terms of the Contractual Arrangements are as follows: Equity Pledge Agreements Each equity holder of the VIE has pledged all of his/her shares in the VIE and all other rights relevant to the shares to WFOE, as a collateral security for his/her and/or the VIE’s obligations to pay off all debt to WFOE, including consulting and services fees payable to WFOE. In the event of default of any payment obligation, WFOE will be entitled to certain rights, including transferring the pledged shares to itself and disposing the pledged shares through a sale or auction. The Equity Pledge Agreement is effective until the full payment of the service fees under the Technical Consultation and Service Agreement and upon termination of Shengfeng Logistics’ obligations under the Technical Consultation and Service Agreement, or upon the transfer of shares of the Equity Shareholders. The purposes of the Equity Pledge Agreement are to (1) guarantee the performance of Shengfeng Logistics’ obligations under the Technical Consultation and Service Agreement, (2) make sure the Equity Shareholders do not transfer or assign the pledged shares, or create or allow any encumbrance that would prejudice Tianyu’s interests without Tianyu’s prior written consent, and (3) provide Tianyu control over Shengfeng Logistics under certain circumstances. In the event Shengfeng Logistics breaches its contractual obligations under the Technical Consultation and Service Agreement, Tianyu will be entitled to dispose of the pledged shares in accordance with relevant PRC laws. As of the date of this unaudited condensed interim report, the share pledges under the Equity Pledge Agreement have been registered with the competent PRC regulatory authority. Exclusive Technical Consultation and Service Agreements The VIE has entered into an exclusive technical consultation and service agreement with WFOE, pursuant to which, WFOE is engaged to provide certain technical services to the VIE, depending on the licenses obtained and held by the VIE. This technical consultation and service agreement will remain effective for 20 years and it can be extended by WFOE unilaterally. WFOE is entitled to collect service fees for the services it provides to the VIE, and the service fees are adjusted annually through written agreements. Technical service fees are composed of the basic annual fee, which is equal to 50% of the after-tax income of the VIE, and a floating fee, which shall not exceed the after-tax income after deducting paid basic annual fees. Due to its control over the VIE, WFOE has the right to determine the service fees to be charged to the VIE by considering, among others, the technical complexity of the services, the actual costs that may be incurred for providing the services and the VIE’s revenue. The Technical Consultation and Service Agreement became effective on January 7, 2021 and will remain effective for 20 years. Such agreement can be extended if Tianyu provides its notice of extension to Shengfeng Logistics unilaterally prior to the expiration date of this agreement. Shengfeng Logistics shall use its best efforts to renew its business license and extend its operation term until and unless otherwise instructed by Tianyu. The Technical Consultation and Service Agreement does not prohibit related party transactions. The Company’s audit committee is required to review and approve in advance any related party transactions, including transactions involving Tianyu or Shengfeng Logistics. Exclusive Call Option Agreements The equity shareholders of the VIE (the “Equity Shareholders”) have granted WFOE the exclusive and irrevocable right to purchase or to designate one or more person(s) at their discretion to purchase part or all of the equity interests in the VIE from the Equity Shareholders for a purchase price at any time, subject to the lowest price permitted by PRC laws and regulations. The VIE and its Equity Shareholders have agreed that without prior written consent of WFOE, the respective Equity Shareholders cannot sell, transfer, pledge or dispose their equity interests, and the VIE cannot sell, transfer, pledge or dispose, including but not limited to, the equity interests, significant assets, significant revenue and significant business. Also as agreed, the VIE cannot declare any dividend or change capitalization structure of the VIE and cannot enter into any loan or investment agreements without prior written consent of WFOE. Furthermore, the Equity Shareholders of the VIE have agreed that any proceeds from, including but not limited to, the sales of the Equity Shareholders’ equity interests in the VIE should be gratuitously paid to WFOE or one or more person(s) at their discretion. The Call Option Agreement will remain effective until all equity options in VIE held by such Equity Shareholders are transferred or assigned to WFOE or their designated representatives. The Call Option Agreement remains effective until all the equity of Shengfeng Logistics is legally transferred under the name of Tianyu and/or other entity or individual designated by it. Voting Rights Proxy Agreement Pursuant to the irrevocable power of attorney, each of the Equity Shareholders of the VIE appointed WFOE as his or her attorney-in-fact to exercise such shareholder’s rights under PRC law and the relevant articles of association, including but not limited to, attending shareholders meetings, voting on their behalf on all matters requiring shareholders’ approval, including but not limited to, sale, transfer, pledge, or disposition of all or part of the Equity Shareholders’ equity interests, and designating and appointing the legal representative, directors, supervisors, chief executive officer and other senior management members of the VIE. Each power of attorney will remain in force until such Equity Shareholder ceases to be a shareholder of the VIE. Each shareholder has waived all his or her rights in connection with his or her equity interests, and confirmed that such rights have been authorized to WFOE under each power of attorney. The Voting Rights Proxy Agreement became effective on January 7, 2021 and will remain effective for 20 years. Such agreement can be extended if Tianyu provides its notice of extension unilaterally prior to the expiration date of this agreement. All other parties shall agree with such extension without reserve. Power of attorney Each of the Equity Shareholders has signed a power of attorney (the “Power of Attorney”), pursuant to which, each of the Equity Shareholders has authorized WFOE to act as his or her exclusive agent and attorney with respect to all rights of such individual as a shareholder of the VIE, including but not limited to: (a) attending shareholders’ meetings; (b) exercising all the shareholder’s rights that shareholders are entitled to under PRC laws and the Articles of Association of the VIE, including but not limited to, sale, transfer, pledge and disposition of the equity interests of the VIE; and (c) designating and appointing the legal representative, chairperson, directors, supervisors, chief executive officer and other senior management members of the VIE. The Power of Attorney has the same term as the Voting Rights Proxy Agreement. The Powers of Attorney is irrevocable and continuously valid from the date of execution of the Powers of Attorney, so long as the Equity Shareholders are shareholders of Shengfeng Logistics. Spousal consent letter Each of the respective spouses of the individual Equity Shareholders has executed an additional spousal consent letter which contains terms as described below. Pursuant to the spousal consent letters, each of the respective spouse of the individual Equity Shareholders, unconditionally and irrevocably agreed that the equity interests in the VIE held by and registered in the name of his/her spouse will be disposed of pursuant to the equity pledge agreement, the exclusive call option agreement and the shareholders’ voting rights proxy agreement. The spouse agreed not to assert any rights over the equity interests in the VIE held by his/her spouse. Based on the foregoing Contractual Arrangements, which grant Shengfeng WFOE the effective control of Shengfeng VIE and enable Shengfeng WFOE to receive all of their expected residual returns, the Company accounts for Shengfeng VIE as the VIE. Accordingly, the Company consolidates the accounts of Shengfeng VIE for the periods presented herein, in accordance with Regulation S-X-3A-02 promulgated by the Securities Exchange Commission (“SEC”), and Accounting Standards Codification (“ASC”) 810-10, Consolidation.

X
- References No definition available. + Details
Name: | us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480424/946-10-50-1 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480424/946-10-50-2 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/810/tableOfContent Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480922/205-10-S99-3 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 10 -Name Accounting Standards Codification -Section S45 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481034/205-10-S45-5 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205/tableOfContent + Details
Name: | us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration