SecProbe.io

October 25, 2024
Shao-Ning Johnny Chou
Chief Executive Officer
BEST Inc.
2nd Floor, Block A, Huaxing Modern Industry Park
No. 18 Tangmiao Road, Xihu District, Hangzhou Zhejiang Province 310013
The People’s Republic of China
Re:BEST Inc.
Schedule 13E-3 filed October 11, 2024
File No. 005-90115
Dear Shao-Ning Johnny Chou:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  All defined terms used herein have the same meaning as in, and all page
references below refer to, the preliminary proxy statement attached as Exhibit (a)-(1) to the
Schedule 13E-3, unless otherwise indicated.
Schedule 13E-3 filed October 11, 2024
General
1.We note that you have marked your proxy statement as "preliminary" but have not
done so with the form of proxy included as Annex G. Please advise or revise.
2.We note multiple references to "special resolutions" in the plural form throughout
your preliminary proxy statement. However, your Notice, preliminary proxy card, and
answer to the second question on page 20 describe only one special resolution and two
ordinary resolutions. Please advise or revise.
Summary Term Sheet, page 3
We note the term "Unaffiliated Security Holders" is defined at the bottom of page 12 3.

October 25, 2024
Page 2
differently than on pages iv and x of your preliminary proxy statement. Please revise
to ensure that the term is used consistently throughout the disclosure document, using
a definition that satisfies your obligation to address fairness to unaffiliated security
holders, as defined in Rule 13e-3(a)(4).
Questions and Answers About the Extraordinary General Meeting and the Merger, page 20
4.Please revise the answer to the second question on page 22 to address whether
abstentions will be counted towards a quorum and to address the effects of broker
non-votes.
5.Please revise this section to add a question and answer addressing what consideration
security holders may expect to receive in connection with the Merger.
Background of the Merger, page 25
6.We note references to the Preliminary Management Projections throughout this
section and your reference to "certain adjustments the management team proposed to
make" to such projections "to reflect, among others, management’s latest estimates
based on the Company’s operating results as of and for the year ended December 31,
2023 and factors expected to affect future operating results." Please revise your filing
to disclose the Preliminary Management Projections or, alternatively, explain
such adjustments to the Preliminary Management Projections, quantifying as
appropriate.
7.Refer to the following disclosure in this section indicating that:

•in March 2023, Mr. Chou and representatives of AIL engaged in preliminary
discussions of the possibility of taking the Company private with the support of
AIL; and
•such discussions were resumed in August 2023 when Mr. Chou and Mr. Chow
also engaged representatives of CIL, BJ Russell and Denlux to further explore the
possibility of AIL, CIL, BJ Russell and Denlux.

In your response letter, please explain why Mr. Chou and the other reporting persons
identified in the Schedule 13D filed on November 3, 2023 did not file a Schedule 13D
until that date, when the Consortium Term Sheet was executed. Refer to Exchange
Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting
Compliance and Disclosure Interpretations Questions 101.03 and 110.06.
Certain Financial Projections, page 39
8.We note your references to the "summary of the Management Projections" in the last
paragraph on this page. Please revise to include the full projections instead of a
summary.
9.We note the statement in the next section, on page 43 that "[t]he costs associated with
the Company being a publicly-listed company, as provided by the management of the
Company, were excluded from the Management Projections..." Please revise this
section where the projections are included to disclose this and any other adjustments
or assumptions that have not been disclosed, quantifying as appropriate.

October 25, 2024
Page 3
Opinion of the Special Committee's Financial Advisor, page 40
10.For each of the valuation methodologies listed, provide the per share value or ranges
of values yielded.
11.Refer to the third bullet point in this section. Please revise to clarify, if true, that Kroll
also reviewed the Preliminary Management Projections referenced on page 26 of your
preliminary proxy statement.
12.With a view towards disclosure, please describe to us the "certain representations as to
the Company’s historical consolidated financial information, the Management
Projections and the underlying assumptions of such projections" contained in
the Management Representation Letter referenced on page 41. See Item 8 of Schedule
13E-3 and Item 1015(b)(6) of Regulation M-A.
13.Refer to the first paragraph on page 42. Provide more specifics to describe the
"numerous assumptions" Kroll made in connection with its opinion, with respect to
"industry performance, general business, market and economic conditions and other
matters."  In addition, please clarify whether such "numerous assumptions" are
included in the assumptions disclosed on page 40 or in the second set of bullet points
on page 41, or are additional assumptions underlying the Management Projections that
would assist security holders in evaluating Kroll's fairness opinion and analyses.
14.Refer to the following disclosure at the bottom of page 42:  "Kroll’s opinion was
furnished solely for the use and benefit of the Special Committee in connection with
its consideration of the Merger and is not intended to, and does not, confer any rights
or remedies upon any other person, and is not intended to be used, and may not be
used, by any other person or for any other purpose..." (emphasis added) Please revise
to avoid the implication that shareholders may not rely on the opinion.
15.Refer to the following disclosure on page 47:  "Kroll noted that while it reviewed the
selected public companies and the selected M&A transactions, it did not select
valuation multiples for the Company based on the selected public companies analysis
and the selected M&A transactions analysis for the reasons described in the sections
entitled 'Selected Public Companies Analysis' and 'Selected M&A Transactions
Analysis' above, respectively."  However, the explanations in the cited sections are
brief and generic and common to disclosure about fairness opinion analyses generally,
but do not make clear why specifically in this case, such valuation methodologies
were disregarded. Please expand to provide more specific disclosure, including why
Kroll chose to rely on other valuation methods.
The Company's Net Book Value and Net Earnings, page 52
16.Please revise the table beginning on this page to disclose the interest in net book value
and net losses before and after the Merger for each affiliate engaged in the transaction,
as opposed to just those affiliates who will retain an interest in the Company after the
Merger. See Instruction 3 to Item 1013 of Regulation M-A.
Interests of the Buyer Group, page 56
Refer to the first paragraph in this section. Your statement that "the Buyer Group will
own, directly or indirectly, 100% of the equity interest in Parent immediately 17.

October 25, 2024
Page 4
following the completion of the Merger" appears inconsistent with the last sentence of
this paragraph. In this regard, we note that the persons listed in the last sentence of the
paragraph do not include all the persons listed in the definition of the term "Buyer
Group." Please advise or revise to clarify who will beneficially own an interest in
Parent following the Merger.
Financial Information, page 95
18.We note that the Schedule 13E-3 incorporates by reference the Company’s financial
information in order to satisfy the disclosure obligations under Item 13 of Schedule
13E-3, and the summary of such information is provided in this section of the
preliminary proxy statement. Please revise this section to also include noncurrent
liabilities, as described in Instruction 1 to Item 13 of Schedule 13E-3, Item 1010(c)(1)
of Regulation M-A, and Item 1-02(bb)(2) of Regulation S-X.
Security Ownership of Certain Beneficial Owners and Management of the Company, page
101
19.Refer to the following statement on page 60 of your preliminary proxy statement:
"Shares that are beneficially owned by the executive officers, directors and affiliates
of the Company or for which the executive officers, directors and affiliates of the
Company have proxy authority, including Shares beneficially owned by those who are
Rollover Shareholders, represent approximately 96.0% of the voting rights attached to
all the outstanding Shares as of the date of this proxy statement." With a view towards
disclosure, please explain to us why the line for Directors and Executive Officers as a
Group in the table on this page reflects 47% of the voting power for such group
instead of 96.0%.
Annex E, page E-1
20.We note that some filing persons appear to be missing from Annex E, such as The
2012 MKB Irrevocable Trust, Ting Childrens Irrevocable Trust, Ting Family Trust,
Hong Chen, and Sau Hung Kiu. Please either add these and any other missing filing
persons to Annex E or revise the title of Annex E to accurately reflect its content.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Brian Soares at 202-551-3690 or Christina Chalk at
202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions