SC 13D

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

49,790,027*

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

49,790,027*

SHARED DISPOSITIVE POWER

0

0001193125-23-270938.txt : 20231106 0001193125-23-270938.hdr.sgml : 20231106 20231106095349 ACCESSION NUMBER: 0001193125-23-270938 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20231106 DATE AS OF CHANGE: 20231106 GROUP MEMBERS: ALI CN INVESTMENT HOLDING LTD GROUP MEMBERS: ALIBABA GROUP HOLDING LTD GROUP MEMBERS: ALIBABA INVESTMENT LTD GROUP MEMBERS: ALIBABA.COM HONG KONG LTD GROUP MEMBERS: BJ RUSSELL HOLDINGS LTD GROUP MEMBERS: CAINIAO SMART LOGISTICS INVESTMENT LTD GROUP MEMBERS: CAINIAO SMART LOGISTICS NETWORK LTD GROUP MEMBERS: GEORGE CHOW GROUP MEMBERS: HUNG CHRIS HUI GROUP MEMBERS: YAHONG LIANG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BEST Inc. CENTRAL INDEX KEY: 0001709505 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING & COURIER SERVICES (NO AIR) [4210] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-90115 FILM NUMBER: 231378789 BUSINESS ADDRESS: STREET 1: 2/F, BLOCK A, HUAXING MODERN INDUSTRY STREET 2: PARK, NO.18 TANGMIAO ROAD, XIHU DISTRICT CITY: HANGZHOU, ZHEJIANG PROVINCE STATE: F4 ZIP: 310013 BUSINESS PHONE: 86 571-88995656 MAIL ADDRESS: STREET 1: 2/F, BLOCK A, HUAXING MODERN INDUSTRY STREET 2: PARK, NO.18 TANGMIAO ROAD, XIHU DISTRICT CITY: HANGZHOU, ZHEJIANG PROVINCE STATE: F4 ZIP: 310013 FORMER COMPANY: FORMER CONFORMED NAME: BEST Logistics Technologies Ltd DATE OF NAME CHANGE: 20170616 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHOU SHAO-NING JOHNNY CENTRAL INDEX KEY: 0001210133 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 2/F BLOCK A, HUAXING MODERN INDUSTRY STREET 2: PARK, NO.18 TANGMIAO ROAD, XIHU DISTRICT CITY: HANGZHOU, ZHEJIANG PROVINCE STATE: F4 ZIP: 310013 FORMER COMPANY: FORMER CONFORMED NAME: CHOU SHAO NING J DATE OF NAME CHANGE: 20021213 SC 13D 1 d537482dsc13d.htm SC 13D SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

BEST Inc.

(Name of Issuer)

Class A Ordinary Shares, par value US$0.01 per share

(Title of Class of Securities)

08653C106**

(CUSIP Number)


George Chow 2nd Floor, Block A, Huaxing Modern Industry Park No. 18 Tangmiao Road, Xihu District Hangzhou Zhejiang Province 310013 People’s Republic of China Telephone: +86-571-88995656		Jinwei Zhang Alibaba Group Holding Limited 26/F, Tower One, Times Square 1 Matheson Street, Causeway Bay Hong Kong Telephone: +852 2215-5100

with copies to Mark Lehmkuhler, Esq. and Tianyi Chen, Esq. Fangda Partners 26/F, One Exchange Square, 8 Connaught Place, Central, Hong Kong (852) 3976 8828		with copies to Peng Yu, Esq. Kirkland & Ellis 26th Floor, Gloucester Tower The Landmark 15 Queen’s Road Central, Hong Kong (852) 3761 3300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 3, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

**	This CUSIP number applies to the Issuer’s American Depositary Shares, evidenced by American Depositary Receipts, each representing twenty (20) Class A Ordinary Share of the Issuer.

The information required on 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. 08653C106		13D


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Shao-Ning Johnny Chou
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

Consists of (a) 47,790,698 Class C ordinary shares of the Issuer (the “Class C Ordinary Shares”), each of which is convertible into one Class A ordinary share of the Issuer (collectively, the “Class A Ordinary Shares”) at any time by Mr. Shao-Ning Johnny Chou (“Mr. Chou”), and (b) 1,999,329 Class A Ordinary Shares acquired by Mr. Chou pursuant to the terms of restricted share units granted to him under the Issuer’s 2017 Equity Incentive Plan (the “2017 Plan”). See Item 5. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

This percentage is calculated using 302,198,351 Class A Ordinary Shares as the denominator, which is equal to the sum of (a) the total number of issued and outstanding Class A Ordinary Shares, including (i) 252,010,824 Class A Ordinary Shares, and (ii) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares beneficially owned by Mr. Chou at a conversion rate of 1:1, in each case outstanding as of February 28, 2023, the date of the Issuer’s annual report for fiscal year 2022, which was reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023, plus (b) 1,999,329 Class A Ordinary Shares acquired by Mr. Chou pursuant to the terms of the restricted share units granted to him under the 2017 Plan and (c) 397,500 Class A Ordinary Shares acquired by Mr. George Chow (“Mr. Chow”) pursuant to the terms of restricted share units granted to him under the 2017 Plan.

***

This percentage is calculated using 396,273,600 ordinary shares as the denominator, which is equal to the sum of (a) the total number of issued and outstanding ordinary shares of all classes of the Issuer, including (i) 252,010,824 Class A Ordinary Shares, (ii) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B ordinary shares of the Issuer (the “Class B Ordinary Shares”) at a conversion rate of 1:1, and (iii) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1, in each case outstanding as of February 28, 2023, the date of the Issuer’s annual report for fiscal year 2022, which was reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023, plus (b) 1,999,329 Class A Ordinary Shares acquired by Mr. Chou pursuant to the terms of the restricted share units granted to him under the 2017 Plan and (c) 397,500 Class A Ordinary Shares acquired by Mr. Chow pursuant to the terms of restricted share units granted to him under the 2017 Plan. See Item 5.


CUSIP No. 08653C106		13D


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) George Chow
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong Special Administrative Region of the People’s Republic of China

Consists of (a) 6,027,907 Class A Ordinary Shares, (b) 320,000 Class A Ordinary Shares represented by the American Depositary Shares (“ADSs”); (c) 397,500 Class A Ordinary Shares acquired by the Reporting Person, Mr. Chow pursuant to the terms of the restricted share units granted to him under the 2017 Plan, and (d) 350,000 Class A Ordinary Shares that Mr. Chow has the right to acquire within 60 days after the date hereof upon the exercise of vested options granted to Mr. Chow under the Issuer’s 2008 Equity and Performance Incentive Plan (the “2008 Plan”). See Item 5. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

This percentage is calculated using 257,504,482 Class A Ordinary Shares as the denominator, which is equal to the sum of (a) 254,757,653 Class A Ordinary Shares outstanding as of February 28, 2023, the date of the Issuer’s annual report for fiscal year 2022, which was reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023, (b) 1,999,329 Class A Ordinary Shares acquired by Mr. Chow pursuant to the terms of restricted share units granted to him under the 2017 Plan, (c) 397,500 Class A Ordinary Shares acquired by Mr. Chow pursuant to the terms of the restricted share units granted to him under the 2017 Plan, (d) 350,000 Class A Ordinary Shares that Mr. Chow has the right to acquire within 60 days after the date hereof upon the exercise of vested options granted to Mr. Chow under the 2008 Plan.

***

This percentage is calculated using 396,623,600 ordinary shares as the denominator, which is equal to the sum of (a) the total number of issued and outstanding ordinary shares of all classes of the Issuer, including (i) 252,010,824 Class A Ordinary Shares, (ii) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (iii) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1, in each case outstanding as of February 28, 2023, the date of the Issuer’s annual report for fiscal year 2022, which was reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023, plus (b) 1,999,329 Class A Ordinary Shares acquired by Mr. Chow pursuant to the terms of the restricted share units granted to him under the 2017 Plan, (c) 397,500 Class A Ordinary Shares acquired by Mr. Chow pursuant to the terms of the restricted share units granted to him under the 2017 Plan, and (d) 350,000 Class A Ordinary Shares that Mr. Chow has the right to acquire within 60 days after the date hereof upon the exercise of vested options granted to Mr. Chow under the 2008 Plan. See Item 5.


CUSIP No. 08653C106		13D


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Alibaba Group Holding Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

Alibaba Group Holding Limited and its affiliates are deemed to beneficially own 116,433,228 Class A Ordinary Shares, par value US$0.01 per share, of the Issuer based on beneficial ownership of: (a) 10,000,000 Class A Ordinary Shares represented by ADSs, (b) 94,075,249 Class B Ordinary Shares, par value US$0.01 per share, of the Issuer, which are convertible into the same number of Class A Ordinary Shares at any time at the option of the holder thereof, and (c) US$75,000,000 in outstanding principal amount of the 4.5% Convertible Senior Notes Due 2025 (“2025 Convertible Notes”), which will be convertible into 12,000,000 Class A Ordinary Shares (or in the form of ADSs) at any time after 30 consecutive trading days after May 27, 2020 at the option of the holder thereof, subject to the adjustment as provided under the 2025 Convertible Notes. The Issuer has determined that 12,357,979 Class A Ordinary Shares will be convertible from the 2025 Convertible Notes pursuant to the adjustment mechanism thereunder. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

This percentage is calculated using 360,840,881 Class A Ordinary Shares as the denominator, which is equal to the sum of (a) 252,010,824 Class A Ordinary Shares issued and outstanding as of February 28, 2023, the date of the Issuer’s annual report for fiscal year 2022, which was reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1 beneficially owned by the Reporting Person, (c) 1,999,329 Class A Ordinary Shares acquired by Mr. Chou and 397,500 Class A Ordinary Shares acquired by Mr. Chow pursuant to the terms of the restricted share units granted to them under the 2017 Plan, respectively, each as reported under this Schedule 13D, and (d) 12,357,979 Class A Ordinary Shares assumed to be converted in full from the outstanding principal amount of the 2025 Convertible Notes (i.e., US$75,000,000).

***

This percentage is calculated using 408,631,579 ordinary shares as the denominator, which is equal to the sum of (a) the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 28, 2023, the date of the Issuer’s annual report for fiscal year 2022, which was reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023, including (i) 252,010,824 Class A Ordinary Shares, (ii) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (iii) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1, (b) 1,999,329 Class A Ordinary Shares acquired by Mr. Chou and 397,500 Class A Ordinary Shares acquired by Mr. Chow pursuant to the terms of the restricted share units granted to them under the 2017 Plan, respectively, each as reported under this Schedule 13D, and (c) 12,357,979 Class A Ordinary Shares assumed to be converted in full from the outstanding principal amount of the 2025 Convertible Notes (i.e., US$75,000,000).


CUSIP No. 08653C106		13D


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Alibaba Investment Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

The Reporting Person is deemed to beneficially own 85,831,692 Class A Ordinary Shares based on beneficial ownership of: (i) 10,000,000 Class A Ordinary Shares represented by ADSs and (ii) 75,831,692 Class B Ordinary Shares, which are convertible into the same number of Class A Ordinary Shares at any time at the option of the holder thereof. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

This percentage is calculated using 330,239,345 Class A Ordinary Shares as the denominator, which is equal to the sum of (a) 252,010,824 Class A Ordinary Shares issued and outstanding as of February 28, 2023, the date of the Issuer’s annual report for fiscal year 2022, which was reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023, (b) 1,999,329 Class A Ordinary Shares acquired by Mr. Chou and 397,500 Class A Ordinary Shares acquired by Mr. Chow pursuant to the terms of the restricted share units granted to them under the 2017 Plan, respectively, each as reported under this Schedule 13D, and (c) 75,831,692 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1 beneficially owned by the Reporting Person.

***

This percentage is calculated using 396,273,600 ordinary shares as the denominator, which is equal to the sum of (a) the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 28, 2023, the date of the Issuer’s annual report for fiscal year 2022, which was reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023, including (i) 252,010,824 Class A Ordinary Shares, (ii) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (iii) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1, plus (b) 1,999,329 Class A Ordinary Shares acquired by Mr. Chou and 397,500 Class A Ordinary Shares acquired by Mr. Chow pursuant to the terms of the restricted share units granted to them under the 2017 Plan, respectively, each as reported under this Schedule 13D.


CUSIP No. 08653C106		13D


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Alibaba.com Hong Kong Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong

The Reporting Person is deemed to beneficially own 12,357,979 Class A Ordinary Shares based on its ownership of US$75,000,000 in outstanding principal amount of 2025 Convertible Notes, which will be convertible into 12,000,000 Class A Ordinary Shares (or in the form of ADSs) at any time after the 30th trading day after May 27, 2020 at the option of the holder thereof, subject to the adjustment as provided under the 2025 Convertible Notes. The Issuer has determined that 12,357,979 Class A Ordinary Shares will be convertible from the 2025 Convertible Notes pursuant to the adjustment mechanism thereunder. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

This percentage is calculated using 266,765,632 Class A Ordinary Shares as the denominator, which is equal to the sum of (a) 252,010,824 Class A Ordinary Shares issued and outstanding as of February 28, 2023, the date of the Issuer’s annual report for fiscal year 2022, which was reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023, (b) 1,999,329 Class A Ordinary Shares acquired by Mr. Chou and 397,500 Class A Ordinary Shares acquired by Mr. Chow pursuant to the terms of the restricted share units granted to them under the 2017 Plan, respectively, each as reported under this Schedule 13D, and (c) 12,357,979 Class A Ordinary Shares assumed to be converted in full from the outstanding principal amount of the 2025 Convertible Notes (i.e., US$75,000,000).

***

This percentage is calculated using 408,631,579 ordinary shares as the denominator, which is equal to the sum of (a) the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 28, 2023, the date of the Issuer’s annual report for fiscal year 2022, which was reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023, including (i) 252,010,824 Class A Ordinary Shares, (ii) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, (iii) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1, (b) 1,999,329 Class A Ordinary Shares acquired by Mr. Chou and 397,500 Class A Ordinary Shares acquired by Mr. Chow pursuant to the terms of the restricted share units granted to them under the 2017 Plan, respectively, each as reported under this Schedule 13D, and (c) 12,357,979 Class A Ordinary Shares assumed to be converted in full from the outstanding principal amount of the 2025 Convertible Notes (i.e., US$75,000,000).


CUSIP No. 08653C106		13D


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ali CN Investment Holding Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

The Reporting Person is deemed to beneficially own 18,243,557 Class A Ordinary Shares based on beneficial ownership of 18,243,557 Class B Ordinary Shares, which are convertible into the same number of Class A Ordinary Shares at any time at the option of the holder thereof. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

This percentage is calculated using 272,651,210 Class A Ordinary Shares as the denominator, which is equal to the sum of (a) 252,010,824 Class A Ordinary Shares issued and outstanding as of February 28, 2023, the date of the Issuer’s annual report for fiscal year 2022, which was reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023, (b) 18,243,557 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1 beneficially owned by the Reporting Person, and (c) 1,999,329 Class A Ordinary Shares acquired by Mr. Chou and 397,500 Class A Ordinary Shares acquired by Mr. Chow pursuant to the terms of the restricted share units granted to them under the 2017 Plan, respectively, each as reported under this Schedule 13D.

***

This percentage is calculated using 396,273,600 ordinary shares as the denominator, which is equal to the sum of (a) the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 28, 2023, the date of the Issuer’s annual report for fiscal year 2022, which was reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023, including (i) 252,010,824 Class A Ordinary Shares, (ii) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (iii) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1, plus (b) 1,999,329 Class A Ordinary Shares acquired by Mr. Chou and 397,500 Class A Ordinary Shares acquired by Mr. Chow pursuant to the terms of the restricted share units granted to them under the 2017 Plan, respectively, each as reported under this Schedule 13D.


CUSIP No. 08653C106		13D


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cainiao Smart Logistics Network Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

***

This percentage is calculated using 396,273,600 ordinary shares as the denominator, which is equal to the sum of (a) the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 28, 2023, the date of the Issuer’s annual report for fiscal year 2022, which was reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023, including (i) 252,010,824 Class A Ordinary Shares, (ii) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (iii) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1, plus (b) 1,999,329 Class A Ordinary Shares acquired by Mr. Chou and 397,500 Class A Ordinary Shares acquired by Mr. Chow pursuant to the terms of the restricted share units granted to them under the 2017 Plan, respectively, each as reported under this Schedule 13D.


CUSIP No. 08653C106		13D


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cainiao Smart Logistics Investment Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

***

This percentage is calculated using 396,273,600 ordinary shares as the denominator, which is equal to the sum of (a) the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 28, 2023, the date of the Issuer’s annual report for fiscal year 2022, which was reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023, including (i) 252,010,824 Class A Ordinary Shares, (ii) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (iii) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1, plus (b) 1,999,329 Class A Ordinary Shares acquired by Mr. Chou and 397,500 Class A Ordinary Shares acquired by Mr. Chow pursuant to the terms of the restricted share units granted to them under the 2017 Plan, respectively, each as reported under this Schedule 13D.


CUSIP No. 08653C106		13D


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BJ Russell Holdings Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

*	Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

This percentage is calculated using 254,407,653 Class A Ordinary Shares as the denominator, which is equal to the sum of (a) 252,010,824 Class A Ordinary Shares issued and outstanding as of February 28, 2023, the date of the Issuer’s annual report for fiscal year 2022, which was reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023, and (b) 1,999,329 Class A Ordinary Shares acquired by Mr. Chou and 397,500 Class A Ordinary Shares acquired by Mr. Chow pursuant to the terms of the restricted share units granted to them under the 2017 Plan, respectively, each as reported under this Schedule 13D.

***

This percentage is calculated using 396,273,600 ordinary shares as the denominator, which is equal to the sum of (a) the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 28, 2023, the date of the Issuer’s annual report for fiscal year 2022, which was reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023, including (i) 252,010,824 Class A Ordinary Shares, (ii) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (iii) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1, plus (b) 1,999,329 Class A Ordinary Shares acquired by Mr. Chou and 397,500 Class A Ordinary Shares acquired by Mr. Chow pursuant to the terms of the restricted share units granted to them under the 2017 Plan, respectively, each as reported under this Schedule 13D.


CUSIP No. 08653C106		13D


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hung Chris Hui
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION China

Hung Chris Hui owns 100% of the share capital of BJ Russell Holdings Limited and may be deemed to own beneficially all of the shares held by BJ Russell Holdings Limited. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

***

This percentage is calculated using 396,273,600 ordinary shares as the denominator, which is equal to the sum of (a) the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 28, 2023, the date of the Issuer’s annual report for fiscal year 2022, which was reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023, including (i) 252,010,824 Class A Ordinary Shares, (ii) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (iii) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1, plus (b) 1,999,329 Class A Ordinary Shares acquired by Mr. Chou and 397,500 Class A Ordinary Shares acquired by Mr. Chow pursuant to the terms of the restricted share units granted to them under the 2017 Plan, respectively, each as reported under this Schedule 13D.


CUSIP No. 08653C106		13D


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Yahong Liang
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION China

Yahong Liang is the sole director of BJ Russell Holdings Limited and may also be deemed to beneficially own all of the shares held BJ Russell Holdings Limited, but hereby disclaims beneficial ownership of any of such shares. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

***

This percentage is calculated using 396,273,600 ordinary shares as the denominator, which is equal to the sum of (a) the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 28, 2023, the date of the Issuer’s annual report for fiscal year 2022, which was reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023, including (i) 252,010,824 Class A Ordinary Shares, (ii) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (iii) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1, plus (b) 1,999,329 Class A Ordinary Shares acquired by Mr. Chou and 397,500 Class A Ordinary Shares acquired by Mr. Chow pursuant to the terms of the restricted share units granted to them under the 2017 Plan, respectively, each as reported under this Schedule 13D.

This statement on Schedule 13D (the “Schedule 13D”) constitutes an initial Schedule 13D filing with respect to Class A Ordinary Shares of the Issuer on behalf of the group that may be deemed to be formed under Rule 13d-5 consisting of (i) Shao-Ning Johnny Chou, director, chairman and chief executive officer of the Issuer, (ii) George Chow, director, chief strategy and investment officer of the Issuer; (iii) Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands (“AGHL”) and a public company listed on the New York Stock Exchange and The Stock Exchange of Hong Kong Limited, (iv) Alibaba Investment Limited, a company organized under the laws of the British Virgin Islands (“AIL”), (v) Alibaba.com Hong Kong Limited, a company organized under the laws of Hong Kong (“AHKL”), which is a wholly-owned subsidiary of AGHL, (vi) Ali CN Investment Holding Limited, a company organized under the laws of the British Virgin Islands (“Ali CN”), which is a direct wholly-owned subsidiary of AGHL and an existing shareholder of Cainiao Smart Logistics Network Limited, an exempt company organized under the laws of the Cayman Islands (“Cainiao”), (vii) Cainiao, (viii) Cainiao Smart Logistics Investment Limited, a company organized under the laws of the British Virgin Islands, which is a direct wholly-owned subsidiary of Cainiao (“CIL”), (ix) BJ Russell Holdings Limited, a company organized under the laws of the British Virgin Islands (“BJ Russell”); (x) Hung Chris Hui, the sole shareholder of BJ Russell; and (xi) Yahong Liang, the director of BJ Russell, together with AGHL, AIL, AHKL, Ali CN, Cainiao, CIL, BJ Russell and Hung Chris Hui, the “Reporting Persons”).

This Schedule 13D constitutes Amendment No. 4 to the Schedule 13D as originally filed by AGHL, AIL, AHKL, Ali CN, Cainiao and CIL with the Securities and Exchange Commission (the “SEC”) on September 29, 2017, as further amended by Amendment No. 1 thereto filed with the SEC on October 19, 2017, Amendment No. 2 thereto filed with the SEC on September 19, 2019 and Amendment No. 3 thereto filed with the SEC on June 3, 2020;

Mr. Chou previously reported his beneficial ownership of the ordinary shares of the Issuer on Schedule 13Gs filed by Mr. Chou with the SEC, most recently by Amendment No. 3 to Schedule 13G filed by Mr. Chou with the SEC on January 17, 2023. BJ Russell previously reported its beneficial ownership of the ordinary shares of the Issuer on the Schedule 13G filed by BJ Russell on July 17, 2023. As a result of the events described in Item 4, Mr. Chou and BJ Russell have ceased filing statements on Schedule 13G with respect to the Issuer but may resume reporting their beneficial ownership on Schedule 13G if and when required and eligible to do so.


CUSIP No. 08653C106		13D

Item	1. Security and Issuer.

This Schedule 13D relates to the Class A Ordinary Shares of the Issuer, a company organized under the laws of the Cayman Islands. The principal executive office of the Issuer is located at 2nd Floor, Block A, Huaxing Modern Industry Park, No. 18 Tangmiao Road, Xihu District, Hangzhou, Zhejiang Province 310013, People’s Republic of China.

ADSs of the Issuer, each representing twenty (20) Class A Ordinary Shares, are listed on the New York Stock Exchange under the symbol “BEST”.

Item	2. Identity and Background.

(1)

Mr. Shao-Ning Johnny Chou is a citizen of the United States of America. Mr. Chou has been a director, and the chairman and chief executive officer of, the Issuer since 2007. The business address of Mr. Chou is c/o BEST Inc., 2nd Floor, Block A, Huaxing Modern Industry Park, No. 18 Tangmiao Road, Xihu District, Hangzhou, Zhejiang Province 310013, People’s Republic of China.

(2)

Mr. George Chow is a citizen of Hong Kong. Mr. Chow has been a director, and the chief strategy and investment officer of the Issuer since 2017. The business address of Mr. Chow is c/o BEST Inc., 2nd Floor, Block A, Huaxing Modern Industry Park, No. 18 Tangmiao Road, Xihu District, Hangzhou, Zhejiang Province 310013, People’s Republic of China.

(3)

Alibaba Group Holding Limited is an exempted company incorporated under the laws of the Cayman Islands and a public company listed on the New York Stock Exchange and The Stock Exchange of Hong Kong Limited. AGHL is a holding company of six major business groups: Taobao and Tmall Group, Alibaba International Digital Commerce Group, Cloud Intelligence Group, Local Services Group, Cainiao Smart Logistics Network Limited, and Digital Media and Entertainment Group, operating online and mobile commerce, local consumer services, logistics, cloud services, digital media and entertainment, along with various other businesses. The business address of AGHL is 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.

(4)

Alibaba Investment Limited is a company organized under the laws of the British Virgin Islands. AIL is a direct wholly-owned subsidiary of AGHL, and principally engages in investment activities on behalf of AGHL. The business address of AIL is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.

(5)

Alibaba.com Hong Kong Limited is a company organized under the laws of Hong Kong. AHKL is a wholly-owned subsidiary of AGHL, and principally engages in the provision of internet content, software and technology services, trading of information technology products, marketing and other group administrative services. The business address of AHKL is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.

(6)

Ali CN Investment Holding Limited is a company organized under the laws of the British Virgin Islands. Ali CN is a direct wholly-owned subsidiary of AGHL, and principally engages in investment activities on behalf of AGHL. The business address of Ali CN is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.

(7)

Cainiao Smart Logistics Network Limited is an exempt company organized under the laws of the Cayman Islands. Through its subsidiaries and variable interest entities, Cainiao operates e-commerce logistics business based on its smart logistics network and provides cross-border e-commerce logistics services globally. The business address of Cainiao is North Cainiao Post Station, No. 501 Fengxin Road, Yuhang District, Hangzhou, Zhejiang Province, People’s Republic of China 310000.

(8)

Cainiao Smart Logistics Investment Limited is a company organized under the laws of the British Virgin Islands, and is a direct wholly-owned subsidiary of Cainiao. CIL principally engages in investment activities on behalf of Cainiao. The business address of Cainiao is North Cainiao Post Station, No. 501 Fengxin Road, Yuhang District, Hangzhou, Zhejiang Province, People’s Republic of China 310000.

(9)

BJ Russell Holdings Limited is a company organized under the laws of the British Virgin Islands. Its business address is Mandar House, 3^rd Floor, Johnson’s Ghut, Tortola, British Virgin Islands.

(10)

Hung Chris Hui is a citizen of the People’s Republic of China, and is the sole shareholder of BJ Russell. His business address is Mandar House, 3^rd Floor, Johnson’s Ghut, Tortola, British Virgin Islands.

(11)

Yahong Liang is a citizen of the People’s Republic of China, and is the sole director of BJ Russell. Her business address is Mandar House, 3^rd Floor, Johnson’s Ghut, Tortola, British Virgin Islands. As the sole director of BJ Russell, Ms. Liang may be deemed to beneficially own all of the Class A Ordinary Shares held by BJ Russell, but she hereby expressly disclaims beneficial ownership of any such shares.

This Schedule 13D is being filed jointly by and on behalf of the Reporting Persons pursuant to Rule 13d-1(k) under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Proposed Transaction described in Item 4 of this Schedule 13D. Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership for all purposes of the Class A Ordinary shares, Class B Ordinary Shares, Class C Ordinary Shares and ADSs held by each other Reporting Person.

The agreement between the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit 99.3. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).

The name, business address, present principal occupation or employment and citizenship of each of the directors and executive officers of the Reporting Persons as of the date hereof, if any, is set forth on Schedules A-1 through A-7.

None of the Reporting Persons and, to the best of their knowledge, none of the persons listed on Schedule A-1 through A-7 hereto, has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The information set forth in or incorporated by reference in Item 4 of this Schedule 13D is incorporated herein by reference in its entirety.

This Schedule 13D is being filed by the Reporting Persons because, under the facts and circumstances described in Items 2, 4 and 5, the Reporting Persons may be deemed to be a group within the meaning of Section 13(d)(3) of the Exchange Act. This filing is not being made as a result of any particular acquisition or dispositions of the Class A Ordinary Shares of the Issuer or the ADSs by the Reporting Persons.

It is anticipated that funding for the Proposed Transaction (as defined in Item 4) will be provided primarily by a combination of rollover equity and cash contributions by certain of the Initial Consortium Members. The Proposed Transaction is not expected to be subject to a financing condition.

Item 4. Purpose of Transaction.

On November 3 2023, Mr. Shao-Ning Johnny Chou, Mr. George Chow, Denlux Capital Inc., Alibaba Investment Limited, Cainiao Smart Logistics Investment Limited and BJ Russell Holdings Limited (collectively, the “Initial Consortium Members”) entered into a term sheet (the “Consortium Term Sheet”) which sets forth certain key terms with respect to the formation and conduct of a consortium among the Initial Consortium Members for purposes of implementing the Proposed Transaction (as defined below).

On the same date, the Initial Consortium Members jointly submitted a preliminary non-binding proposal (the “Proposal”) to the Issuer’s board of directors related to the proposed acquisition of all of the ordinary shares not beneficially owned by the Initial Consortium Members for cash consideration equal to US$0.144 per ordinary share or US$2.88 per ADS in cash, in a going-private transaction (the “Proposed Transaction”).

The Proposed Transaction is subject to a number of conditions, including, among other things, the negotiation and execution of definitive agreements mutually acceptable in form and substance to the Issuer and the Initial Consortium Members. Neither the Issuer nor the Initial Consortium Members is obligated to complete the Proposed Transaction, and a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive documents, and then will be on the terms provided in such documents.

If the Proposed Transaction is completed, the Issuer’s ordinary shares would become eligible for termination of registration pursuant to Section 12(g)(4) of the Act and would be delisted from the New York Stock Exchange and the Issuer’s obligation to file periodic reports under the Act would terminate.

References to the Consortium Term Sheet and the Proposal in this Schedule 13D are qualified in their entirety by reference to the Consortium Term Sheet and the Proposal, a copy of each is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference in its entirety.

Other than as described above, none of the Reporting Persons currently has any plan or proposal that relates to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D. The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Subject to the terms of the applicable agreements, the Reporting Persons may acquire additional securities of the Issuer or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In connection with the Proposed Transaction, the Reporting Persons may engage in discussions with management, the board of directors and securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, including the Proposed Transaction, changes to the capitalization or dividend policy of the Issuer or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the board of directors of the Issuer. There can be no assurance, however, that any proposed transaction would receive the requisite approvals from the respective governing bodies and shareholders, as applicable, or that any such transaction would be successfully implemented.

Item 5. Interest in Securities of the Issuer.

(a)

See Items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number and percentage of Class A Ordinary Shares that are beneficially owned by each Reporting Person as of the date hereof (with the percentage determined based on the total number of Class A Ordinary Shares issued and outstanding as of February 28, 2023, the date of the Issuer’s annual report for fiscal year 2022, which was reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023).

(b)

See Items 7 through 10 of the cover pages to this Schedule 13D for the number of Class A Ordinary Shares that are beneficially owned by each Reporting Person as of the date hereof as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.

(c)

Except as disclosed in this Schedule 13D, there have been no transactions in the securities of the Issuer effected by the Reporting Persons within the last 60 days.

(d)

Except as disclosed in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares beneficially owned by the Reporting Persons.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Items 2, 3, 4 and 5 of this Schedule 13D is incorporated herein by reference.

To the best knowledge of the Reporting Persons, except as set forth herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

Item 7. Material to be Filed as Exhibits.


Exhibit 99.1		Consortium Term Sheet, dated November 3, 2023

Exhibit 99.2		Proposal, dated November 3, 2023

Exhibit 99.3		Joint Filing Agreement, dated November 3, 2023

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: November 3, 2023


Shao-Ning Johnny Chou

By:		/s/ Shao-Ning Johnny Chou

George Chow

By:		/s/ George Chow

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: November 3, 2023


Alibaba Group Holding Limited

By:		/s/ Jinwei Zhang
Name:		Jinwei Zhang
Title:		Authorized Signatory

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: November 3, 2023


Alibaba Investment Limited

By:		/s/ Jinwei Zhang
Name:		Jinwei Zhang
Title:		Director

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: November 3, 2023


Alibaba.com Hong Kong Limited

By:		/s/ Yingying Chen
Name:		Yingying Chen
Title:		Director

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: November 3, 2023


Ali CN Investment Holding Limited

By:		/s/ Jinwei Zhang
Name:		Jinwei Zhang
Title:		Director

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: November 3, 2023


Cainiao Smart Logistics Network Limited

By:		/s/ Lin Wan
Name:		Lin Wan
Title:		Director

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: November 3, 2023


BJ Russell Holdings Limited

By:		/s/ Yahong Liang
Name:		Yahong Liang
Title:		Authorized Signatory


Hung Chris Hui

By:		/s/ Hung Chris Hui


Yahong Liang

By:		/s/ Yahong Liang

SCHEDULE A-1

Directors and Executive Officers of Alibaba Group Holding Limited

The following table sets forth the name, citizenship, business address and present principal occupation of each director and executive officer of Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands (“AGHL”).


Name and Citizenship		Present Principal Occupation

Directors¹

Joseph C. TSAI, Canada		Chairman of AGHL

Eddie Yongming WU, Singapore c/o 969 West Wen Yi Road Yu Hang District, Hangzhou 311121 People’s Republic of China		Director and Chief Executive Officer of AGHL

J. Michael EVANS, Canada		Director and President of AGHL

Maggie Wei WU, People’s Republic of China		Director of AGHL

Jerry YANG, United States of America		Independent Director of AGHL; Founding Partner of AME Cloud Ventures

Wan Ling MARTELLO, United States of America		Independent Director of AGHL; Co-founder and Partner of BayPine

Weijian SHAN, People’s Republic of China		Independent Director of AGHL; Executive Chairman and Founder of PAG

Irene Yun-Lien LEE, People’s Republic of China		Independent Director of AGHL; Executive Chairman of Hysan Development Limited

Albert Kong Ping NG, People’s Republic of China		Independent Director of AGHL

Kabir MISRA, United States of America		Independent Director of AGHL; Managing Partner at RPS Ventures

Executive Officers²

Toby Hong XU, People’s Republic of China		Chief Financial Officer of AGHL

Jane Fang JIANG, People’s Republic of China		Chief People Officer of AGHL

Zeming WU, People’s Republic of China		Chief Technology Officer of AGHL

Sara Siying YU, People’s Republic of China		General Counsel of AGHL

Trudy Shan DAI, Singapore		Chief Executive Officer of Taobao and Tmall Group of AGHL

Yongfu YU, Cyprus		Chief Executive Officer of Local Services Group of AGHL

Fan JIANG, People’s Republic of China		Chief Executive Officer of Alibaba International Digital Commerce Group of AGHL

Lin WAN, People’s Republic of China		Chief Executive Officer of Cainiao Smart Logistics Network Limited

Luyuan FAN, People’s Republic of China		Chief Executive Officer of Digital Media and Entertainment Group of AGHL

¹	Unless otherwise noted, the business address for each director listed is 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.

²	Unless otherwise noted, the business address for each executive officer listed is c/o 969 West Wen Yi Road, Yu Hang District, Hangzhou 311121, People’s Republic of China.

SCHEDULE A-2

Directors and Executive Officers of Alibaba Investment Limited

The following table sets forth the names and present principal occupation of each director of Alibaba Investment Limited, a company organized under the laws of the British Virgin Islands (“AIL”). The business address for each person listed below is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. AIL does not have any executive officers. As used below, the term “AGHL” refers to Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands.


Name/Citizenship		Present Principal Occupation
Jinwei ZHANG, People’s Republic of China		Company Secretary of AGHL

Yik Lam LEE, People’s Republic of China		Director of Finance of AGHL

Yuehong QIN, People’s Republic of China		Vice President, Corporate Finance of AGHL

SCHEDULE A-3

Directors and Executive Officers of Alibaba.com Hong Kong Limited

The following table sets forth the names and present principal occupation of each director of Alibaba.com Hong Kong Limited, a company organized under the laws of Hong Kong (“AHKL”). The business address for each person listed below is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. AHKL does not have any executive officers. As used below, the term “AGHL” refers to Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands.


Name/Citizenship		Present Principal Occupation
Yingying CHEN, People’s Republic of China		Director of Legal of AGHL

Ze ZHU, Netherlands		Employee of Finance of AGHL

Fei YU, People’s Republic of China		Employee of Global Supplier Development of AGHL

SCHEDULE A-4

Directors and Executive Officers of Ali CN Investment Holding Limited

The following table sets forth the names and present principal occupation of each director of Ali CN Investment Holding Limited, a company organized under the laws of the British Virgin Islands (“Ali CN”). The business address for each person listed below is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. Ali CN does not have any executive officers. As used below, the term “AGHL” refers to Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands.


Name/Citizenship		Present Principal Occupation
Jinwei ZHANG, People’s Republic of China		Company Secretary of AGHL

Yik Lam LEE, People’s Republic of China		Director of Finance of AGHL

SCHEDULE A-5

Directors and Executive Officers of Cainiao Smart Logistics Network Limited

The following table sets forth the names and present principal occupation of each director and executive officer of Cainiao Smart Logistics Network Limited, an exempted company incorporated under the laws of the Cayman Islands (“Cainiao”). The business address for each person listed below is c/o Zhejiang Cainiao Supply Chain Management Limited, 588 West Wenyi Road, Xihu District, Hangzhou 310000, People’s Republic of China. As used below, the term “AGHL” refers to Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands.


Name/Citizenship		Present Principal Occupation
Joseph C. TSAI, Canada		Chairman of Cainiao; Chairman of AGHL
Shan DAI, Singapore		Director of Cainiao, Chief Executive Officer of Taobao and Tmall Group of AGHL
Fan JIANG, People’s Republic of China		Director of Cainiao; Chief Executive Officer of Alibaba International Digital Commerce Group of AGHL
Lin WAN, People’s Republic of China		Director and Chief Executive Officer of Cainiao
Zheng LIU, People’s Republic of China		Director and Chief Financial Officer of Cainiao
Hong LIU, People’s Republic of China		Chief People Officer of Cainiao

SCHEDULE A-6

Directors and Executive Officers of Cainiao Smart Logistics Investment Limited

The following table sets forth the name, business address and present principal occupation of the sole director of Cainiao Smart Logistics Investment Limited, a company organized under the laws of the British Virgin Islands (“CIL”). The business address for the sole director listed below is c/o Zhejiang Cainiao Supply Chain Management Limited, 588 West Wenyi Road, Xihu District, Hangzhou 310000, People’s Republic of China. CIL does not have any executive officers.


Name/Citizenship		Present Principal Occupation
Lin WAN, People’s Republic of China		Sole Director of CIL; Director and Chief Executive Officer of Cainiao Smart Logistics Network Limited

SCHEDULE A-7

Directors and Executive Officers of BJ Russell Holdings Limited

The following table sets forth the name, business address and present principal occupation of the sole director of BJ Russell Holdings Limited, a company organized under the laws of the British Virgin Islands (“BJ Russell”). The business address for the sole director listed below is Mandar House, 3^rd Floor, Johnson’s Ghut, Tortola, British Virgin Islands. BJ Russell does not have any executive officers.


Name/Citizenship		Present Principal Occupation
Yahong LIANG, People’s Republic of China		Sole Director of BJ Russell

EX-99.1 2 d537482dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

CONSORTIUM TERM SHEET

Dated November 3, 2023

This term sheet (this “Term Sheet”) sets forth certain key terms with respect to the formation and conduct of a consortium between the parties (the “Consortium”) for purposes of jointly pursuing the acquisition of all of the outstanding shares (the “Shares”) of BEST Inc. (the “Target”) or a similar transaction (the “Proposed Transaction”). This Term Sheet is indicative only and shall not be legally binding between the parties with respect to the subject matter hereof, except for the paragraphs opposite the headings “Consortium Bid Actions”, “Interim Investment Agreement and Shareholders Agreement”, “Termination”, “Exclusivity”, “Expenses”, “Termination Fee”, “Confidentiality”, “Governing Law & Forum”, “Severability” and “Counterparts” below (collectively, the “Legally Binding Terms”), which shall be valid and legally binding upon the parties. Subject to the foregoing sentence, no party shall have any other obligation of any kind with respect to the terms described herein or any other similar transaction until the execution and delivery of final definitive agreements.


1.	Consortium:	Mr. Shao-Ning Johnny Chou, the chairman and chief executive officer of the Target (the “Chairman”), Mr. George Chow, the chief strategy and investment officer of the Target (“Mr. Chow” and, together with the Chairman, the “Designated Initial Members” and each of the Designated Initial Members and Denlux Logistics Technology Invest Inc. (“Cash Co-Investor X”), Alibaba Investment Limited (“Strategic Investor A”), BJ Russell Holdings Limited (“Strategic Investor B”), and Cainiao Smart Logistics Investment Limited (“Strategic Investor C”) an “Initial Member”; and the Initial Members, together with any Other Rollover Members (as defined below) and any Additional Members (as defined below), each a “Member”) shall form and conduct the Consortium to jointly pursue the negotiation and execution of the Proposed Transaction. The Proposed Transaction shall be subject to, among other things, (i) the conduct of due diligence on the Target to the reasonable satisfaction of each Member and (ii) the entry into final definitive agreements satisfactory to each Member (including its investment committee, as applicable).

2.	Commitments:	Unless otherwise determined by the Initial Members, the commitment of each Initial Member to provide pari passu funding to the acquisition vehicle(s) (“Bidco”) in connection with the Proposed Transaction (each such Initial Member’s “Initial Commitment” and collectively, the “Initial Commitments”) will be as follows: • Cash Investors: The Designated Initial Members and Cash Co-Investor X will each fund a cash equity investment in BidCo in an amount not less than the amount set forth opposite their respective name on Schedule I-A attached hereto, unless otherwise determined jointly by the Initial Members from time to time (and subject to pro rata reduction by the amount of funding provided by certain Additional Members as described below), to Bidco in exchange for proportionate newly issued equity interests in Bidco. • Additional Investors: The parties contemplate that certain additional Members (“Additional Investors”) will join the Consortium and collectively fund a cash equity investment in an amount which will equal up to 50% of the equity capital required to finance the Proposed Transaction, in Bidco in exchange for proportionate newly issued equity interests in Bidco. Funding provided by such Additional Investors will reduce the allocations to the Designated Initial Members and Cash Co-Investor X by a corresponding pro rata amount.

• Strategic Investor A: Strategic Investor A will contribute Shares owned by Strategic Investor A (and certain of its affiliates) representing approximately 21.79% of the Target’s issued and outstanding Shares (assuming all class B ordinary shares and class C ordinary shares have been converted into class A ordinary shares)³, to Bidco in exchange for proportionate newly issued equity interests in Bidco (with such Shares being valued at the same per Share price as set forth in the definitive merger agreement or similar transaction agreement providing for the Proposed Transaction).

• Strategic Investor B: Strategic Investor B will contribute Shares owned by Strategic Investor B representing approximately 8.52% of the Target’s issued and outstanding Shares (assuming all class B ordinary shares and class C ordinary shares have been converted into class A ordinary shares), to Bidco in exchange for proportionate newly issued equity interests in Bidco (with such Shares being valued at the same per Share price as set forth in the definitive merger agreement or similar transaction agreement providing for the Proposed Transaction).

• Strategic Investor C: Strategic Investor C will contribute Shares owned by Strategic Investor C representing approximately 4.63% of the Target’s issued and outstanding Shares (assuming all class B ordinary shares and class C ordinary shares have been converted into class A ordinary shares), to Bidco in exchange for proportionate newly issued equity interests in Bidco (with such Shares being valued at the same per Share price as set forth in the definitive merger agreement or similar transaction agreement providing for the Proposed Transaction).

• Chairman: In addition to the abovementioned cash equity investment set forth on Schedule I-A, the Chairman will contribute Shares owned by the Chairman representing approximately 12.64% of the Target’s issued and outstanding Shares (assuming all class B ordinary shares and class C ordinary shares have been converted into class A ordinary shares), to Bidco in exchange for proportionate newly issued equity interests in Bidco (with such Shares being valued at the same per Share price as set forth in the definitive merger agreement or similar transaction agreement providing for the Proposed Transaction).

• Mr. Chow: In addition to the abovementioned cash equity investment set forth on Schedule I-A, Mr. Chow will contribute Shares owned by Mr. Chow representing approximately 1.71% of the Target’s issued and outstanding Shares (assuming all class B ordinary shares and class C ordinary shares have been converted into class A ordinary shares), to Bidco in exchange for proportionate newly issued equity interests in Bidco (with such Shares being valued at the same per Share price as set forth in the definitive merger agreement or similar transaction agreement providing for the Proposed Transaction).

• Other shareholders of the Target will also contribute Shares to BidCo in exchange for proportionate newly issued equity interests in Bidco (with such Shares being valued at the same per Share price as set forth in the definitive merger agreement or similar transaction agreement providing for the Proposed Transaction) (the “Other Rollover Members” and, together with the Chairman, Mr. Chow, Strategic Investor A and Strategic Investor B, the “Rollover Members”). The Other Rollover Members will be identified by the Chairman (with the consent of Strategic Investor A), subject to prior consultation with (but not requiring the consent of) the other Initial Members. As a condition to the admission of any proposed Additional Investor or Other Rollover Member to the Consortium, such Additional Investor or Other Rollover Member shall

³	Percentages used in this section are based on number of shares and related information reported on the Issuer’s current report on Form 20-F furnished on April 21, 2023, and are subject to revision.


		execute an adherence agreement (an “Adherence Agreement”) in a form mutually agreeable to the Designated Initial Members and Strategic Investor A, which shall reflect (a) the acknowledgement of the terms of this Term Sheet, (b) the agreement to be bound by the Legally Binding Terms and (c) such other terms as may be mutually agreeable to the Designated Initial Members and Strategic Investor A. Upon the execution of an Adherence Agreement by an Additional Investor or Other Rollover Member, such Additional Investor or Other Rollover Member shall be deemed to be a “Member” for purposes of this Term Sheet.

3.	Additional Capital; Admission of Additional Members:	If, prior to the Closing, the Chairman, Strategic Investor A and a majority of the Initial Members should jointly decide that more cash equity investment is desired (as compared to the current assumption set forth on Schedule I-A attached hereto), the opportunity to subscribe for incremental cash equity capital (i.e., the Commitments) will be offered pro-rata among the Designated Initial Members, Cash Co-Investor X and any other Additional Members (as defined below), and in the event of any shortfall, the shortfall will be re-offered to those Members subscribing for the offered incremental cash equity capital. If, after successive re-offerings, the incremental cash equity capital is not fully subscribed by such existing Members, the Chairman may, with the consent of Strategic Investor A and in consultation with the other Initial Members, admit to the Consortium one or more new potential co-investors to provide additional new cash equity capital (such admitted co-investors, the “Additional Cash Co-Investors”, and collectively with the contemplated Additional Investors and Other Rollover Members, the “Additional Members”) for the consummation of the Proposed Transaction (and the commitment of each Additional Cash Co-Investor to provide pari passu funding to Bidco in connection with the Proposed Transaction, such Additional Cash Co-Investor’s “Additional Commitment” and collectively, the “Additional Commitments”) (the Additional Commitments, together with the Initial Commitments, the “Commitments”). As a condition to the admission of any proposed Additional Cash Co-Investor to the Consortium pursuant to the foregoing, such Additional Cash Co-Investor shall execute an Adherence Agreement in agreed form, which shall reflect (a) such Additional Cash Co-Investor’s Additional Commitment, (b) such Additional Cash Co-Investor’s acknowledgement of the terms of this Term Sheet, (c) such Additional Cash Co-Investor’s agreement to be bound by the Legally Binding Terms and (d) such other terms as may be mutually agreeable to the Designated Initial Members and Strategic Investor A. Upon the execution of an Adherence Agreement by an Additional Cash Co-Investor in compliance with the terms hereof, such Additional Cash Co-Investor shall be deemed to be a “Member” for purposes of this Term Sheet. Each Commitment of the Designated Initial Members, Cash Co-Investor X and any Additional Cash Co-Investor will be reflected in an equity commitment letter and each Rollover Member’s Commitment will be reflected in a rollover and support agreement.

4.	Consortium Bid Actions:	All material actions and decisions of the Consortium relating to the Proposed Transaction to be made or taken prior to the execution of the final definitive documentation providing for the Proposed Transaction (the “Signing”), including, but not limited to, the offer price, terms and conditions and structure of the Proposed Transaction and entry into a merger agreement or other definitive transaction agreement with the Target, shall be made jointly between the Initial Members.

5.	Interim Investment Agreement and Shareholders Agreement:	In connection with the Signing, the Members intend to enter into an interim investment agreement (the “IIA”), consistent with the terms herein, setting forth, among other things, the governance arrangements for Bidco during the period between the Signing and the Closing.


		Concurrently with or immediately after the Closing, the Members intend to enter into a shareholders’ agreement (the “SHA”), on terms mutually agreeable to the Members, setting forth, among other things, the governance principles for Bidco and the rights and obligations of the shareholders of Bidco, in each case, following the Closing.

6.	Termination:	Each Member shall have the right at any time prior to the Signing to cease pursuit of the Proposed Transaction and terminate this Term Sheet with respect to the rights and obligations of such Member with immediate effect upon prior written notice to each other Member, provided that the paragraphs opposite the headings “Exclusivity”, “Expenses”, “Confidentiality”, and “Governing Law & Forum” and any antecedent breach by such resigning Member shall survive any such termination in accordance with their terms. In the event of any failure to reach consensus on any proposed material action or decision proposed to be taken by the Consortium prior to the Signing as described in Section 4 above, or in the event of any failure by one or more Members to enter into the IIA or the SHA as described in Section 5 above, actions and decisions may be taken or made jointly by the Chairman, Strategic Investor A and a majority of the Members, with authority to remove dissenting Members (including Members who fail to enter into the IIA or SHA) from the Consortium provided that the capital commitment of such removed Members is covered by increased capital commitments of one or more of the remaining Members and/or by one or more Additional Members. In the event any such Member is so removed, this Term Sheet shall terminate with respect to the rights and obligations of such Member with immediate effect upon written notice of such removal by the Chairman to each other Member, provided that the paragraphs opposite the headings “Expenses”, “Exclusivity”, “Confidentiality”, and “Governing Law & Forum” and any antecedent breach by such removed Member shall survive any such termination in accordance with their terms.

7.	Exclusivity:	From the date hereof until the termination of this Term Sheet in respect of all Members, the Members agree to work exclusively with each other in good faith in pursuit of the Proposed Transaction. Without limiting the generality of the foregoing, except through its participation in the Consortium, each Member agrees that, for the period beginning on the date hereof and ending on the 180th day hereafter (“the Exclusivity Period”), it shall not, and shall not permit any of its affiliates to, whether alone or jointly with one or more other parties, directly or indirectly, (i) acquire or agree to acquire any securities or assets of the Target or any of its subsidiaries or affiliates (other than, with respect to the Chairman, Mr. Chow and any Other Rollover Member that is an executive officer of the Target, awards granted under the Target’s equity incentive plan and Shares issued upon the exercise thereof) or (ii) participate or agree to participate in any transaction as an acquirer competitive with or that would hinder or frustrate the Proposed Transaction as contemplated by this Term Sheet. The obligations of the Members set forth in this paragraph are referred to herein as the “Exclusivity Obligations”. The Exclusivity Period may be extended by agreement between the Chairman and Strategic Investor A if the Signing does not occur within the originally contemplated Exclusivity Period, but in no event for more than an additional 180 days. The Members agree that each Member would suffer irreparable damage if any of the Exclusivity Obligations were not performed in accordance with the terms of this Term Sheet, and any suffering Member shall be entitled to seek an injunction or injunctions to prevent breaches of the Exclusivity Obligations or to enforce specifically the performance of the terms and provisions of the Exclusivity Obligations (without posting a bond or other security), in addition to any other remedy to which it is entitled at law or in equity.

8.	Advisors	For (a) the preparation and assistance in the negotiation of legal documentation on behalf of the Consortium in connection with the Proposed Transaction (including any merger agreement); (b) coordination and assistance in conducting the due diligence investigation of the Target on behalf of the Consortium; and (c) such other matters as the Designated Initial Members may mutually agree, the Designated Initial Members shall appoint, with the consent of Strategic Investor A and in consultation with the other Initial Members, joint legal and tax advisors for the Consortium, the scope and engagement terms of which shall be mutually agreed upon by the Designated Initial Members in consultation with the other Initial Members (the “Joint Advisors”).


		Notwithstanding the above, the Designated Initial Members acknowledge and agree that the Chairman is permitted in his sole discretion to appoint his own advisors, including legal counsel or other advisors, in relation to the Chairman’s interests relating to the Proposed Transaction and the Consortium. Other Initial Members may also in their sole discretion appoint their own advisors, including legal counsel or other advisors, in relation to their interests relating to the Proposed Transaction and the Consortium. Each Initial Member shall exclusively bear all costs and expenses associated with their own advisors, except for the limited reimbursement of the fees and expenses of outside counsel by the Target following the Closing described under “Expenses” below.

9.	Expenses:	Except for Shared Transaction Expenses (as defined below) and the limited reimbursement of outside counsel legal fees and expenses described in the third paragraph below, all fees and expenses incurred by a Member, including, but not limited to, fees and expense of advisors or consultants solely retained by such Member in connection with (a) due diligence on the Target and (b) the negotiation and preparation of this Term Sheet, an Adherence Agreement, the IIA and the SHA, shall be borne solely by such Member. In the event the Proposed Transaction is not consummated for any reason, all fees and expenses incurred by the Members (i) in respect of Joint Advisors; (ii) the fees and expenses of the shared outside counsel for Strategic Investor A and Strategic Investor C (subject to a reimbursement cap on such shared outside counsel’s fees and expenses as agreed between the Chairman and Strategic Investor A); and (iii) otherwise for the benefit of the Consortium as mutually agreed in writing by the Designated Initial Members and Strategic Investor A (collectively, the “Shared Transaction Expenses”) shall be borne by the Members whose Commitments are equal to or greater than 2.0% of the aggregate Commitments (each, a “TE Member”) based on their respective TE Pro Rata Portion of such Shared Transaction Expenses. For purposes of this Term Sheet, a TE Member’s “TE Pro Rata Portion” shall be a fraction, the numerator of which shall be the Commitment of such TE Member and the denominator of which shall be the aggregate Commitments of all TE Members, in each case, at the time of the determination thereof. In the event the Proposed Transaction is consummated, the Target and/or Bidco shall bear, and shall reimburse the Members for, (i) the Shared Transaction Expenses, and (ii) the fees and expenses of outside legal counsel for each individual Initial Member other than Strategic Investor A and Strategic Investor C (in the case of each such other Initial Member, subject to a reimbursement cap on such Initial Member’s outside counsel’s fees and expenses as agreed among the Chairman, Strategic Investor A and such other Initial Member), which Shared Transaction Expenses and reimbursable outside counsel fees and expenses shall be settled in cash at the time of the Closing if reasonably practicable from the aggregate equity and any acquisition debt financing proceeds in connection with the Proposed Transaction. Notwithstanding the foregoing, in the event a Member terminates this Term Sheet with respect to the rights and obligations of such Member in accordance with its terms, such Member shall only be responsible for its TE Pro Rata Portion (if any) of the Shared Transaction Expenses incurred or accrued as of the date of such Member’s termination, as applicable.


		If the Proposed Transaction fails to consummate due to the unilateral breach of any Legally Binding Term by one or more Members, then the breaching Member or Members shall reimburse any non-breaching Members for all out-of-pocket costs and expenses incurred by such non-breaching Members in connection with the Proposed Transaction, including, but not limited to, the Shared Transaction Expenses, as applicable, without prejudice to any rights and remedies otherwise available to such non-breaching Members. Each Member shall be responsible for its own taxes and related tax obligations arising from the Proposed Transaction (including tax filings, payments and other obligations). The Members shall cooperate with the Target in fulfilling the Target’s tax withholding, reporting, registration or similar obligations, if any, in connection with the Proposed Transaction.

10.	Termination Fee:	Any termination fee received by the Consortium in connection with the Proposed Transaction pursuant to the terms of a definitive written merger agreement or similar transaction agreement in connection with the Proposed Transaction shall be used to pay the Shared Transaction Expenses, and any remaining amount shall be shared among the TE Members in accordance with their respective TE Pro Rata Portions.

11.	Confidentiality:	Except as required by law or applicable regulatory requirement, each Member shall not make any disclosure to any third party, other than such Member’s professional advisors (and for the avoidance of doubt, to such Member’s affiliates and their respective employees, officers and directors) concerning the existence of this Term Sheet, its contents or the status of negotiations between the Members or the Target with respect to the Proposed Transaction, in each case, without obtaining the prior written consent of the Designated Initial Members and Strategic Investor A. No announcement (unless otherwise agreed) or other public disclosure will be made by any Member concerning the contents or existence of this Term Sheet, the Proposed Transaction or any ancillary matter except as required by law or any relevant regulatory authority or by agreement between the Designated Initial Members and Strategic Investor A. The foregoing confidentiality obligations of the Members shall be in addition to, and not in substitution for, the provisions of any confidentiality or non-disclosure agreement entered into by the Members with respect to the Proposed Transaction or the Target.

12.	Governing Law & Forum:	This Term Sheet shall be governed by and construed in accordance with the laws of Hong Kong, without giving effect to any choice of law or conflict of law rules or provisions that would cause the applicable of the laws of any jurisdiction other than Hong Kong. Any disputes, actions and proceedings against any Member or arising out of or in any way relating to this Term Sheet shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) as may be amended by this paragraph. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent (s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and


		binding upon the disputing Members. Any Member who is a party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Members irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement on lack of personal jurisdiction or inconvenient forum. Notwithstanding the immediately foregoing paragraph, the Members hereby consent to and agree that in addition to any recourse to arbitration set out in the foregoing paragraph, any Member may, to the extent permitted under the laws of the jurisdiction where application is made, seek an interim injunction or an order of specific performance from a court or other authority with competent jurisdiction and, notwithstanding that this Term Sheet is governed by Hong Kong law, a court or authority hearing such an application may apply the procedural law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this paragraph is only applicable to the seeking of interim injunctions or an order of specific performance and does not restrict the application of the immediately foregoing paragraph in any way.

13.	Severability:	Any provision of this Term Sheet that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any way adverse to any party, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14.	Counterparts:	This Term Sheet may be executed in one or more counterparts and when so executed such counterparts shall constitute a single Term Sheet. Execution by facsimile or scanned to e-mail format signatures shall be legal, valid and binding.

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IN WITNESS WHEREOF, the undersigned hereby has executed this Term Sheet as of the date first written above.


Shao-Ning Johnny Chou

By:		/s/ Shao-Ning Johnny Chou

IN WITNESS WHEREOF, the undersigned hereby has executed this Term Sheet as of the date first written above.


George Chow

By:		/s/ George Chow

IN WITNESS WHEREOF, the undersigned hereby has executed this Term Sheet as of the date first written above.


Denlux Logistics Technology Invest Inc.

By:		/s/Xu Wei
Name:		Xu Wei
Title:		Authorized Signatory

IN WITNESS WHEREOF, the undersigned hereby executes this Term Sheet as of the date first written above.


Alibaba Investment Limited

By:		/s/ Lei Jin
Name:		Lei Jin
Title:		Authorized Signatory

IN WITNESS WHEREOF, the undersigned hereby executes this Term Sheet as of the date first written above.


BJ Russell Holdings Limited

By:		/s/ Yahong Liang
Name:		Yahong Liang
Title:		Authorized Signatory

IN WITNESS WHEREOF, the undersigned hereby has executed this Term Sheet as of the date first written above.


Cainiao Smart Logistics Investment Limited

By:		/s/ Lin Wan
Name:		Lin Wan
Title:		Director

SCHEDULE I-A

CASH FUNDING COMMITMENTS


Member	Commitment (%)
Chairman		15	%
Mr. Chow		10	%
Cash Co-Investor X		75	%
Total		100	%

Note that up to 50% of the required cash investment may be allocated to certain Additional Members to be designated by the Chairman (subject to the consent of Strategic Investor A), reducing the allocations of the above-referenced Members on a pro rata basis (but without reducing their capital commitments set forth above).

EX-99.2 3 d537482dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

November 3, 2023

Board of Directors (the “Board”)

BEST Inc. (the “Company”)

2nd Floor, Block A, Huaxing Modern Industry Park

No. 18 Tangmiao Road, Xihu District, Hangzhou

Zhejiang Province 310013

People’s Republic of China

Dear Members of the Board:

Mr. Shao-Ning Johnny Chou, the chairman and chief executive officer of the Company, Mr. George Chow, the chief strategy and investment officer of the Company, Denlux Logistics Technology Invest Inc., Alibaba Investment Limited, BJ Russell Holdings Limited and Cainiao Smart Logistics Investment Limited (collectively, the “Buyer Group”, “we” or “us”) are pleased to submit this preliminary non-binding proposal (“Proposal”) to acquire all of the outstanding ordinary shares of the Company (the “Ordinary Shares”) and the American Depositary Shares of the Company (the “ADSs”, each ADS representing 20 Class A Ordinary Shares) that are not already beneficially owned by the Buyer Group or their affiliates (the “Acquisition”) in a going private transaction at a proposed purchase price of US$0.144 per Ordinary Share or US$2.88 per ADS in cash. We believe that our Proposal provides a very attractive opportunity for the Company’s shareholders to realize substantial and immediate returns. Key terms of our Proposal include:

1.	Buyer Group. We have entered into an agreement dated as of the date hereof, pursuant to which we will form an acquisition vehicle for the purpose of implementing the Acquisition.

Purchase Price. The consideration payable is US$0.144 for each Ordinary Share and US$2.88 for each ADS in cash (in each case other than those Ordinary Shares and ADSs held by the members of the Buyer Group). Our proposed purchase price represents a premium of approximately 25.2% to the closing price of the ADSs on the last trading day, a premium of approximately 30.9% to the volume-weighted average closing price of the ADSs during the last 15 trading days, and a premium of approximately 28.7% to the volume-weighted average closing price of the ADSs during the last 30 trading days.

Funding. We intend to finance the Acquisition with equity capital from the Buyer Group in the form of rollover equity in the Company and cash contributions. We expect definitive commitment(s) for the required financing, subject to terms and conditions set forth therein, to be in place when the Definitive Agreements (as defined below) are signed with the Company.

Process; Due Diligence. We believe that the Acquisition will provide superior value to the Company’s shareholders. We recognize that the Company’s Board will evaluate the Acquisition fairly and independently before it can make its determination to endorse it. Parties providing financing will require a timely opportunity to conduct customary due diligence on the Company. We would like to ask the Board to accommodate such due diligence request and approve the provision of confidential information relating to the Company and its business to possible sources of financing subject to a customary form of confidentiality agreement.

Definitive Agreements. We are prepared to promptly negotiate and finalize mutually satisfactory definitive agreements with respect to the Acquisition (the “Definitive Agreements”). This proposal is subject to the execution of the Definitive Agreements. The Definitive Agreements will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.

6.	Confidentiality. We believe it would be in all of our interests to ensure that our discussions relating to the Acquisition proceed in a confidential manner, unless otherwise required by law, until we have executed the Definitive Agreements or terminated our discussions.

Our Shareholding and Voting Power. The members of the Buyer Group collectively own approximately 49% of the issued and outstanding shares of the Company on a fully-diluted basis and approximately 94% of the Company’s voting power on a fully-diluted basis. In considering our Proposal, you should be aware that we are interested only in acquiring the outstanding shares of the Company that we do not already own, and that we do not intend to sell our shares in the Company to any third party.

No Binding Commitment. This letter does not contain all matters upon which agreement must be reached in order to consummate the proposed Acquisition described above, constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Acquisition. A binding commitment will result only from the execution of the Definitive Agreements, and then will be on terms and conditions provided in such documentation. Nothing herein shall obligate any person to engage in or continue discussions regarding the proposed Acquisition, and any of us may terminate discussions at any time for any reason or no reason. Any actions taken by any person in reliance on this Proposal shall be at that person’s own risk and cost.

In closing, we would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion. We look forward to hearing from you.

On behalf of the Buyer Group,

/s/ Shao-Ning Johnny Chou

Shao-Ning Johnny Chou

EX-99.3 4 d537482dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A ordinary shares, par value US$0.01 per share, Class B ordinary shares, par value US$0.01 per share and Class C ordinary shares, par value US$0.01 of BEST Inc., a company organized under the laws of the Cayman Islands.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning the other parties making the filing unless such party knows or has reason to believe that such information is inaccurate. It is understood and agreed that a copy of this agreement shall be attached as an exhibit to the statement on Schedule 13D, and any amendments thereto, filed on behalf of the parties hereto.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.

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