BEST (BEST) SC 13E3/AGoing private transaction (amended)

This Amendment No. 2 to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) BEST Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), the issuer of the class A ordinary shares, par value US$0.01 per share (each, a “Class A Share,” and collectively, the “Class A Shares”), including Class A Shares represented by American depositary shares (each, an “ADS,” and collectively, the “ADSs”), each representing twenty (20) Class A Shares that are subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) BEST Global Partners, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”); (c) Phoenix Global Partners, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”); (d) Shao-Ning Johnny Chou, the chief executive officer and chairman of the board of directors of the Company (“Mr. Chou”); (e) George Chow, the chief strategy and investment officer of the Company (“Mr. Chow”); (f) Denlux Logistics Technology Invest Inc., a company incorporated under the laws of the Marshall Islands (“Denlux”); (g) Hong Chen, a citizen of the United States of America (“Mr. Chen”); (h) Sau Hung Kiu, a citizen of Hong Kong (“Ms. Kiu,” together with Mr. Chou, Mr. Chow, Denlux and Mr. Chen, each an “Initial Sponsor” and collectively the “Initial Sponsors”); (i) Alibaba Investment Limited, a company incorporated under the laws of the British Virgin Islands (“AIL”); (j) Cainiao Smart Logistics Investment Limited, a company organized under the laws of the British Virgin Islands (“CIL”); (k) BJ Russell Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“BJ Russell”); (l) IDG-Accel China Capital II L.P., a limited partnership formed and registered under the laws of the Cayman Islands, (m) IDG-Accel China Capital II Associates L.P., a limited partnership formed and registered under the laws of the Cayman Islands; (n) IDG-Accel China Capital II Investors L.P., a limited partnership formed and registered under the law of the Cayman Islands; (o) IDG-Accel China Capital GP II Associates Ltd., a company incorporated under the laws of the Cayman Islands; (p) Shaohan Joe Chou, a citizen of the United States of America; (q) David Hsiaoming Ting, a citizen of the United States of America; (r) The 2012 MKB Irrevocable Trust, a trust formed under the laws of the State of California, the United States of America (the “Other Sponsor,” together with the Initial Sponsors, collectively, the “Sponsors”); (s) Ting Childrens Irrevocable Trust, a trust formed under the laws of the State of California, the United States of America; (t) Ting Family Trust, a trust formed under the laws of the State of California, the United States of America; (u) Michael Chang, a citizen of the United States of America; (v) Linda Chang Ting, a citizen of the United States of America; (w) Sunshui Hopeson Capital Limited, a company incorporated under the laws of the British Virgin Islands (such persons referred to in (d), (e), (i), (j), (k), (l), (n), (p), (q) (r), (s), (t) and (w), each an “Initial Rollover Shareholder” and collectively, the “Initial Rollover Shareholders”); (x) Shanghai Yihao Stock Equity Investment Fund Partnership Enterprise (Limited Partnership), a limited partnership organized under the laws of the People’s Republic of China; (y) Junbo Hu, a citizen of Hong Kong; (z) Yanbo Deng, a citizen of the People’s Republic of China; (aa) Genesis Capital Enterprise Inc., a company incorporated under the laws of the British Virgin Islands; (bb) Peng Chen, a citizen of the People’s Republic of China; (cc) Jimei Liu, a permanent resident of the United States of America; (dd) Mangli Zhang, a permanent resident of the United States of America; (ee) Yanbing Zhang, a citizen of the People’s Republic of China; (ff) Tao Liu, a citizen of the People’s Republic of China; (gg) Xiaoqing Wang, a citizen of the People’s Republic of China; (hh) Lili He , a citizen of the People’s Republic of China; (ii) Bo Liu, a permanent resident of the United States of America; (jj) Broad Street Principal Investments, L.L.C., a limited liability company incorporated under the laws of the State of Delaware, the United States of America; (kk) MBD 2014 Holdings, L.P., a limited partnership formed and registered under the laws of the Cayman Islands; (ll) Stone Street 2014 Holdings, L.P., a limited partnership formed and registered under the laws of the Cayman Islands; (mm) Bridge Street 2014 Holdings, L.P., a limited partnership formed and registered under the laws of the Cayman Islands; (nn) The Goldman Sachs Group, Inc., a limited liability company incorporated under the laws of the State of Delaware, the United States of America; (oo) Goldman Sachs & Co. LLC, a limited liability company incorporated under the laws of the state of New York, the United States of America; (pp) CCAP Best Logistics Holdings Limited, a company incorporated under the laws of the British Virgin Islands; (qq) CDIB Capital Investment I Limited, a company incorporated under the laws of the British Virgin Islands; (rr) KGI Financial Holding Co., Ltd., a financial holding corporation incorporated under the laws of Taiwan; (ss) CBLC Investment Limited, a

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto.

All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person. No Filing Person, including the Company, has supplied any information with respect to any other Filing Person.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Background of the Merger”

“SUMMARY TERM SHEET — Rollover Agreement”

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Plans for the Company after the Merger”

“SPECIAL FACTORS — Rollover Agreement”

“SPECIAL FACTORS — Interests of Certain Persons in the Merger”

“TRANSACTIONS IN THE SHARES AND ADSS”

“ANNEX A — AGREEMENT AND PLAN OF MERGER”

“ANNEX B — PLAN OF MERGER”

“SPECIAL FACTORS — Purposes of and Reasons for the Merger”

“SPECIAL FACTORS — Effects of the Merger on the Company”

“THE MERGER AGREEMENT”

“ANNEX B — PLAN OF MERGER”

“SUMMARY TERM SHEET — The Merger”

“SUMMARY TERM SHEET — Purposes and Effects of the Merger”

“SUMMARY TERM SHEET — Financing of the Merger”

“SUMMARY TERM SHEET — Interests of Certain Persons in the Merger”

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Effects of the Merger on the Company”

“SPECIAL FACTORS — Plans for the Company after the Merger”

“SPECIAL FACTORS — Financing of the Merger”

“SPECIAL FACTORS — Interests of Certain Persons in the Merger”

Preparer and Summary of the Report, Opinion or Appraisal.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Shares or his, her or its representative who has been so designated in writing.

Conditions.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: