tm2421090-5_sc13e3a - block

SC 13E3/A 1 tm2421090-5_sc13e3a.htm SC 13E3/A tm2421090-5_sc13e3a - block - 4.2656411s

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13E-3

Amendment No. 2

RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

BEST Inc.

(Name of the Issuer)

BEST Inc.
BEST Global Partners
Phoenix Global Partners
Shao-Ning Johnny Chou
George Chow
Denlux Logistics Technology Invest Inc.
Hong Chen
Sau Hung Kiu
Alibaba Investment Limited
Cainiao Smart Logistics Investment Limited
BJ Russell Holdings Limited
Shaohan Joe Chou
David Hsiaoming Ting
The 2012 MKB Irrevocable Trust
Ting Childrens Irrevocable Trust
Ting Family Trust
Sunshui Hopeson Capital Limited
IDG-Accel China Capital II L.P.
IDG-Accel China Capital II Associates L.P.
IDG-Accel China Capital II Investors L.P.
IDG-Accel China Capital GP II Associates Ltd.
Michael Chang
Linda Chang Ting
Shanghai Yihao Stock Equity Investment Fund Partnership Enterprise (Limited Partnership)
Junbo Hu
Yanbo Deng
Genesis Capital Enterprise Inc.
Jimei Liu
Peng Chen
Mangli Zhang
Yanbing Zhang
Tao Liu
Xiaoqing Wang
Lili He
Bo Liu
Yidong Xu
Robert Zhu
Shanghai Guangshi Investment Center (Limited Partnership)
Everbright (Tianjin) Industrial Investment Fund Management Co., Ltd.
Broad Street Principal Investments, L.L.C.
MBD 2014 Holdings, L.P.
Stone Street 2014 Holdings, L.P.
Bridge Street 2014 Holdings, L.P.
The Goldman Sachs Group, Inc.
CCAP Best Logistics Holdings Limited
CDIB Capital Investment I Limited
KGI Financial Holding Co., Ltd.
Goldman Sachs & Co. LLC
CBLC Investment Limited
Citron PE Funds II Limited

(Names of Persons Filing Statement)

BEST Inc. BEST Global Partners Phoenix Global Partners Shao-Ning Johnny Chou George Chow Jimei Liu Peng Chen Mangli Zhang Yanbing Zhang Tao Liu Xiaoqing Wang Lili He Bo Liu 2nd Floor, Block A, Huaxing Modern Industry Park No. 18 Tangmiao Road, Xihu District, Hangzhou Zhejiang Province 310013 The People’s Republic of China +86 571-88995656	Alibaba Investment Limited 26/F, Tower One, Times Square 1 Matheson Street, Causeway Bay Hong Kong +852 2215 5100	Cainiao Smart Logistics Investment Limited North Cainiao Post Station No. 501 Fengxin Road, Yuhang District Hangzhou Zhejiang Province, 310000 People’s Republic of China +86 571-85022088
Denlux Logistics Technology Invest Inc. Trust Company Complex, Ajeltake Road, Ajelake +86-571-88255588	BJ Russell Holdings Limited Mandar House, 3rd Floor, Johnson’s Ghut Tortola, British Virgin Islands +1-284-494-2382	Sunshui Hopeson Capital Limited Shanghai Yihao Stock Equity Investment Fund Partnership Enterprise (Limited Partnership) Yanbo Deng Junbo Hu Unit 710, 7/F., Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong +852 2907 1388
IDG-Accel China Capital II L.P IDG-Accel China Capital II Associates L.P. IDG-Accel China Capital II Investors L.P IDG-Accel China Capital GP II Associates Ltd. Unit 5505, The Center, 99 Queen’s Road Central, Hong Kong +852-39031333	Broad Street Principal Investments, L.L.C. MBD 2014 Holdings, L.P. Stone Street 2014 Holdings, L.P. Bridge Street 2014 Holdings, L.P. The Goldman Sachs Group, Inc. Goldman Sachs & Co. LLC c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282 +1 (212) 902 1000	Genesis Capital Enterprise Inc. Suite 3102, Two Exchange Square 8 Connaught Place, Central, Hong Kong +852 2131-1210
CDIB Capital Investment I Limited CITGO B.V.I. LIMITED of Flemming House, P.O. Box 662, Wickhams Cay, Road Town, Tortola, VG1110 British Virgin Islands +852-2231-8600	Citron PE Funds II Limited Suite 3201, 32/F., One Pacific Place, 88 Queensway, Admiralty, Hong Kong +86 10 8507 9009	CCAP Best Logistics Holdings Limited OMC Chambers, Wickhams Cay 1, Road Town Tortola British Virgin Islands. +852 2231-8600

KGI Financial Holding Co., Ltd. No. 135, Dunhua N. Rd, Songshan Dist. Taipei City 105, Taiwan +886-2-2763-8800	CBLC Investment Limited Suite 3201, 32/F., One Pacific Place, 88 Queensway, Admiralty, Hong Kong +86 10 8507 9080	Shaohan Joe Chou 9 Hawkes Court, Bridgewater NJ 08807-2305, United States of America +1 (732) 766 0229
Hong Chen 14F, Tower Two, China Centre Place, No. 79 Jianguo Road, Chaoyang District, Beijing, China +86 10 858890000	Everbright (Tianjin) Industrial Investment Fund Management Co., Ltd. Shanghai Guangshi Investment Center (Limited Partnership) No. 83, Qiwei Road, Dawangzhuang, East District (Room 604, 6th Floor, Section C), Tianjin, the PRC +86 10 8801 3355	David Hsiaoming Ting 248 Polhemus Ave., Atherton CA 94027, United States of America +852 2500 8428
Ting Family Trust Linda Chang Ting 248 Polhemus Ave., Atherton CA 94027, United States of America +852 2500 8488	The 2012 MKB Irrevocable Trust Ting Childrens Irrevocable Trust Michael Chang 26228 Scarff Way, Los Altos Hills CA 94022, United States of America 408 521 6146	Robert Zhu Room 3-210 Cathay View, No. 1 Guantang East Road, Beijing 100102, People’s Republic of China +86 10 8532 5078
Sau Hung Kiu C3 Hillgrove, 18 Cape Dr. Chung Hom Kok, Hong Kong +852 2508 1799	Yidong Xu Room 2402, Bund International Mansion, Lucheng District, Wenzhou City, Zhejiang Province, People’s Republic of China +86 578 321 8228

	Item 1 Summary of Term Sheet					4
	Item 2 Subject Company Information					4
	Item 3 Identity and Background of Filing Persons					5
	Item 4 Terms of the Transaction					5
	Item 5 Past Contracts, Transactions, Negotiations and Agreements					6
	Item 6 Purposes of the Transaction and Plans or Proposals					7
	Item 7 Purposes, Alternatives, Reasons and Effects					8
	Item 8 Fairness of the Transaction					9
	Item 9 Reports, Opinions, Appraisals and Negotiations					10
	Item 10 Source and Amount of Funds or Other Consideration					10
	Item 11 Interest in Securities of the Subject Company					11
	Item 12 The Solicitation or Recommendation					11
	Item 13 Financial Statements					12
	Item 14 Persons/Assets, Retained, Employed, Compensated or Used					12
	Item 15 Additional Information					12
	Item 16 Exhibits					12

	(a)-(1)			Preliminary Proxy Statement of the Company dated December 13, 2024.
	(a)-(2)			Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.
	(a)-(3)			Form of Proxy Card, incorporated herein by reference to Annex F to the Proxy Statement.
	(a)-(4)			Form of ADS Voting Instruction Card, incorporated herein by reference to Annex G to the Proxy Statement.
	(a)-(5)			Press Release issued by the Company, dated June 20, 2024, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on June 20, 2024.*
	(c)-(1)			Opinion of Kroll, LLC, dated June 19, 2024, incorporated herein by reference to Annex C to the Proxy Statement.
	(c)-(2)			Discussion Materials prepared by Kroll, LLC for discussion with the special committee of the board of directors of the Company, dated June 17, 2024 and used during the Special Committee meeting held on June 19, 2024.*
	(d)-(1)			Agreement and Plan of Merger, dated as of June 19, 2024, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.

	(d)-(2)			Rollover and Contribution Agreement, dated as of June 19, 2024, by and among Parent and the Initial Rollover Shareholders, which was joined by Other Rollover Shareholders on October 11, 2024 by way of delivering joinder agreements, incorporated herein by reference to Exhibit 99.5 to the Schedule 13D Amendment No. 1 filed by Mr. Chou, Mr. Chow, Alibaba Group Holding Limited, AIL, Alibaba.com Hong Kong Limited, Alibaba.com China Limited, Ali CN Investment Holding Limited, Cainiao Smart Logistics Network Limited, CIL, BJ Russell, Hung Chris Hui, Yahong Liang, IDG-Accel China Capital II L.P., IDG-Accel China Capital II Associates L.P., IDG-Accel China Capital II Investors L.P., IDG-Accel China Capital GP II Associates Ltd., Quan Zhou, Chi Sing Ho, Shaohan Joe Chou, David Hsiaoming Ting, The 2012 MKB Irrevocable Trust, Ting Childrens Irrevocable Trust, Michael Chang, Ting Family Trust, Linda Chang Ting, Sunshui Hopeson Capital Limited, Shanghai Yihao Stock Equity Investment Fund Partnership Enterprise (Limited Partnership), Junbo Hu, and Yanbo Deng with the SEC on June 21, 2024 (the “Schedule 13D/A No. 1”).*
	(d)-(3)			Equity Commitment Letter, dated June 19, 2024, by and between Parent and Mr. Chou, and the Amended and Restated Equity Commitment Letter, dated October 11, 2024, by and between Parent and Mr. Chou, which amends and restates the June 19, 2024 Equity Commitment Letter.*
	(d)-(4)			Equity Commitment Letter, dated June 19, 2024, by and between Parent and Mr. Chow, and the Amended and Restated Equity Commitment Letter, dated October 11, 2024, by and between Parent and Mr. Chow, which amends and restates the June 19, 2024 Equity Commitment Letter.*
	(d)-(5)			Equity Commitment Letter, dated June 19, 2024, by and between Parent and Denlux, and the Amended and Restated Equity Commitment Letter, dated October 11, 2024, by and between Parent and Denlux, which amends and restates the June 19, 2024 Equity Commitment Letter.*
	(d)-(6)			Equity Commitment Letter, dated June 19, 2024, by and between Parent and Mr. Chen, and the Amended and Restated Equity Commitment Letter, dated October 11, 2024, by and between Parent and Mr. Chen, which amends and restates the June 19, 2024 Equity Commitment Letter.*
	(d)-(7)			Equity Commitment Letter, dated June 19, 2024, by and between Parent and Ms. Kiu, and the Amended and Restated Equity Commitment Letter, dated October 11, 2024, by and between Parent and Ms. Kiu, which amends and restates the June 19, 2024 Equity Commitment Letter.*
	(d)-(8)			Equity Commitment Letter, dated October 11, 2024, by and between Parent and The 2012 MKB Irrevocable Trust.*
	(d)-(9)			Interim Consortium Agreement, dated June 19, 2024, by and among Parent, Merger Sub, the Initial Sponsors, and the Initial Rollover Shareholders, which was joined by the Other Sponsor and the Other Rollover Shareholders on October 11, 2024 by way of delivering joinder agreements, incorporated herein by reference to Exhibit 99.6 to the Schedule 13D/A No. 1 filed with the SEC on June 21, 2024.*
	(d)-(10)			Consortium Term Sheet, dated November 3, 2023, by and among Mr. Chou, Mr. Chow, Denlux, AIL, BJ Russell, and CIL, incorporated herein by reference to Exhibit 99.1 to the Schedule 13D filed by Mr. Chou, Mr. Chow, Alibaba Group Holding Limited, AIL, Alibaba.com Hong Kong Limited, Ali CN Investment Holding Limited, Cainiao Smart Logistics Network Limited, CIL, BJ Russell, Hung Chris Hui, and Yahong Liang with the SEC on November 6, 2023.*
	(f)-(1)			Dissenters’ Rights, incorporated herein by reference to the section entitled “Dissenters’ Rights” in the Proxy Statement.
	(f)-(2)			Section 238 of the Cayman Islands Companies Act, incorporated herein by reference to Annex D to the Proxy Statement.
	(g)			Not applicable.
	107			Calculation of Filing Fee Tables*

BEST Global Partners
By:	/s/ Shao-Ning Johnny Chou
	Name:	Shao-Ning Johnny Chou
	Title:	Authorized Signatory

Phoenix Global Partners
By:	/s/ Shao-Ning Johnny Chou
	Name:	Shao-Ning Johnny Chou
	Title:	Authorized Signatory

Denlux Logistics Technology Invest Inc.
By:	/s/ Wei Xu
	Name:	Wei Xu
	Title:	Director

Alibaba Investment Limited
By:	/s/ Lei Jin
	Name:	Lei Jin
	Title:	Authorized Signatory

Cainiao Smart Logistics Investment Limited
By:	/s/ Lin Wan
	Name:	Lin Wan
	Title:	Director

BJ Russell Holdings Limited
By:	/s/ Yahong Liang
	Name:	Yahong Liang
	Title:	Authorized Signatory

IDG-Accel China Capital II L.P.
By:	IDG-Accel China Capital II Associates L.P., its General Partner
By:	IDG-Accel China Capital GP II Associates Ltd., its General Partner
By:	/s/ Chi Sing Ho
	Name:	Chi Sing Ho
	Title:	Authorized Signatory

IDG-Accel China Capital II Investors L.P.
By:	IDG-Accel China Capital GP II Associates Ltd., its General Partner
By:	/s/ Chi Sing Ho
	Name:	Chi Sing Ho
	Title:	Authorized Signatory

The 2012 MKB Irrevocable Trust
By:	/s/ Michael Chang
	Name:	Michael Chang
	Title:	Trustee

Ting Childrens Irrevocable Trust
By:	/s/ Michael Chang
	Name:	Michael Chang
	Title:	Trustee

Ting Family Trust
By:	/s/ David Hsiaoming Ting
	Name:	David Hsiaoming Ting
	Title:	Trustee

Sunshui Hopeson Capital Limited
By:	/s/ Deng Yanbo
	Name:	Deng Yanbo
	Title:	Authorized Signatory

Shanghai Yihao Stock Equity Investment Fund Partnership Enterprise (Limited Partnership)
By:	/s/ Hu Junbo
	Name:	Hu Junbo
	Title:	Authorized Signatory

Genesis Capital Enterprise Inc.
By:	/s/ Mingxia Fu
	Name:	Mingxia Fu
	Title:	Director

Broad Street Principal Investments, L.L.C.
By:	/s/ Crystal Orgill
	Name:	Crystal Orgill
	Title:	Authorized Signatory

MBD 2014 Holdings, L.P.
By: MBD Advisors, L.L.C., its General Partner
By:	/s/ Crystal Orgill
	Name:	Crystal Orgill
	Title:	Authorized Signatory

Stone Street 2014 Holdings, L.P.
By: Bridge Street Opportunity Advisors, L.L.C., its General Partner
By:	/s/ Crystal Orgill
	Name:	Crystal Orgill
	Title:	Authorized Signatory

Bridge Street 2014 Holdings, L.P.
By: Bridge Street Opportunity Advisors, L.L.C., its General Partner
By:	/s/ Crystal Orgill
	Name:	Crystal Orgill
	Title:	Authorized Signatory

The Goldman Sachs Group, Inc.
By:	/s/ Crystal Orgill
	Name:	Crystal Orgill
	Title:	Authorized Signatory

Goldman Sachs & Co. LLC
By:	/s/ Crystal Orgill
	Name:	Crystal Orgill
	Title:	Authorized Signatory

CCAP Best Logistics Holdings Limited
By:	/s/ Chan Chi Kwan Karen
	Name:	Chan Chi Kwan Karen
	Title:	Director

CDIB Capital Investment I Limited
By:	/s/ David Chou
	Name:	David Chou
	Title:	Director

KGI Financial Holding Co., Ltd.
By:	/s/ Janet Sheng
	Name:	Janet Sheng
	Title:	Authorized Signatory

CBLC Investment Limited
By:	/s/ Wai Shan Wong
	Name:	Wai Shan Wong
	Title:	Director

Citron PE Funds II Limited
By:	/s/ Wai Shan Wong
	Name:	Wai Shan Wong
	Title:	Director

Amendment: SEC Form SC 13E3/A filed by BEST Inc.