UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
BEST, Inc.
(Name of Issuer)
Class A Ordinary Shares
(Title of Class of Securities)
08653C601**
(CUSIP Number)
July 17, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☑ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
| ** | This CUSIP number applies to the Issuer’s American Depositary Shares, evidenced by American Depositary Receipts, each representing twenty Class A Ordinary Shares of the Issuer. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 08653C601 | Schedule 13G | Page 2 of 11 Pages |
| 1. |
Names of Reporting Persons:
Florence Star Worldwide Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only:
| |||||
| 4. | Citizenship or Place of Organization:
British Virgin Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9):
0% | |||||
| 12. | Type Of Reporting Person (See Instructions):
CO | |||||
| CUSIP No. 08653C601 | Schedule 13G | Page 3 of 11 Pages |
| 1. |
Names of Reporting Persons:
Brackenhill Tower Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only:
| |||||
| 4. | Citizenship or Place of Organization:
British Virgin Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9):
0% | |||||
| 12. | Type Of Reporting Person (See Instructions):
CO | |||||
| CUSIP No. 08653C601 | Schedule 13G | Page 4 of 11 Pages |
| 1. |
Names of Reporting Persons:
China Harvest Fund II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only:
| |||||
| 4. | Citizenship or Place of Organization:
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9):
0% | |||||
| 12. | Type Of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 08653C601 | Schedule 13G | Page 5 of 11 Pages |
| 1. |
Names of Reporting Persons:
China Renaissance Capital Investment II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only:
| |||||
| 4. | Citizenship or Place of Organization:
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9):
0% | |||||
| 12. | Type Of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 08653C601 | Schedule 13G | Page 6 of 11 Pages |
| 1. |
Names of Reporting Persons:
China Renaissance Capital Investment II GP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only:
| |||||
| 4. | Citizenship or Place of Organization:
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9):
0% | |||||
| 12. | Type Of Reporting Person (See Instructions):
CO | |||||
| Page 7 of 11 Pages |
| ITEM 1(A). | NAME OF ISSUER: |
BEST, Inc.
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
2nd Floor, Block A, Huaxing Modern Industry Park, No. 18 Tangmiao Road, Xihu District, Hangzhou, Zhejiang Province 310013, People’s Republic of China
| ITEM 2(A). | NAME OF PERSON FILING: |
Florence Star Worldwide Limited (prior direct ownership)
Brackenhill Tower Limited (prior direct ownership)
China Harvest Fund II, L.P.
China Renaissance Capital Investment II, L.P.
China Renaissance Capital Investment II GP
The foregoing persons are sometimes referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons.”
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
The address of the principal business office of each of Florence Star Worldwise Limited and Brackenhill Tower Limited is Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands. The address of the principal business office of each of the other Reporting Persons filing this Schedule 13G is M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
| ITEM 2(C). | CITIZENSHIP: |
British Virgin Islands:
Florence Star Worldwide Limited
Brackenhill Tower Limited
Cayman Islands:
China Harvest Fund II, L.P.
China Renaissance Capital Investment II, L.P.
China Renaissance Capital Investment II GP
| ITEM 2(D). | TITLE OF CLASS OF SECURITIES: |
Class A Ordinary Shares
| Page 8 of 11 Pages |
| ITEM 3. | NOT APPLICABLE. |
| ITEM 4. | OWNERSHIP: |
The percentage beneficial ownerships of the Reporting Persons as of July 17, 2023 are set forth below..
| Reporting Person |
Amount beneficially owned: |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to dispose or to direct the disposition: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Florence Star Worldwide Limited |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
| Brackenhill Tower Limited |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
| China Harvest Fund II, L.P. |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
| China Renaissance Capital Investment II, L.P. |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
| China Renaissance Capital Investment II GP |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Florence Star Worldwide Limited and Brackenhill Tower Limited sold their entire shareholdings in the Issuer on July 17, 2023.
China Harvest Fund II, L.P. is the majority owner of Florence Star Worldwide Limited and Brackenhill Tower Limited, and may be deemed to beneficially own all of the shares held by Florence Star Worldwide Limited and Brackenhill Tower Limited.
China Renaissance Capital Investment II, L.P. is the general partner of China Harvest Fund II, L.P. China Renaissance Capital Investment II GP is the general partner of China Renaissance Capital Investment II, L.P. Each of China Renaissance Capital Investment II GP and China Renaissance Capital Investment II, L.P. may also be deemed to beneficially own all of the shares held by Florence Star Worldwide Limited and Brackenhill Tower Limited.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: |
Not applicable
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: |
Not applicable
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON: |
Not applicable
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: |
Not applicable
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP: |
Not applicable
| ITEM 10. | CERTIFICATION: |
Not applicable
| Page 9 of 11 Pages |
SIGNATURE PAGE
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.
Dated: July 26, 2023
| Florence Star Worldwide Limited | ||
| By: | /s/ Mark Qiu | |
| Name: Mark Qiu | ||
| Title: Director | ||
| Brackenhill Tower Limited | ||
| By: | /s/ Mark Qiu | |
| Name: Mark Qiu | ||
| Title: Director | ||
| China Harvest Fund II, L.P. | ||
| By China Renaissance Capital Investment II, L.P., its general partner | ||
| By China Renaissance Capital Investment II GP, its general partner | ||
| By: | /s/ Mark Qiu | |
| Name: Mark Qiu | ||
| Title: Director | ||
| China Renaissance Capital Investment II, L.P. | ||
| By China Renaissance Capital Investment II GP, its general partner | ||
| By: | /s/ Mark Qiu | |
| Name: Mark Qiu | ||
| Title: Director | ||
| China Renaissance Capital Investment II GP | ||
| By: | /s/ Mark Qiu | |
| Name: Mark Qiu | ||
| Title: Director | ||
| Page 10 of 11 Pages |
EXHIBITS
Exhibit 1 Joint Filing Agreement