SecProbe.io

CORRESP
1
filename1.htm

                                                                       DIRECT
DIAL

    (86-21) 6193-8225

    DIRECT FAX

    (86-21) 6193-8325

    EMAIL ADDRESS

    yuting.wu@skadden.com

Skadden,
Arps, Slate, Meagher & Flom llp

A Delaware
Limited Liability Partnership

世達國際律師事務所

JingAn
Kerry Center, Tower II, 46/F

1539 Nanjing
West Road

Shanghai
200040 CHINA

                                                                      TEL: (86-21) 6193-8200

    FAX: (86-21) 6193-8299

    www.skadden.com

                                                    November 22, 2024

                                                                      FIRM/AFFILIATE

 OFFICES

    -----------

    BOSTON

    CHICAGO

    HOUSTON

    LOS ANGELES

    NEW YORK

    PALO ALTO

    WASHINGTON, D.C.

    WILMINGTON

    -----------

    BRUSSELS

    FRANKFURT

    HONG KONG

    LONDON

    MUNICH

    PARIS

    SÃO PAULO

    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

    Mr. Brian Soares

    Ms. Christina Chalk

    Office of Mergers and Acquisitions

    Division of Corporation Finance

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

 RE: BEST Inc.

    Schedule 13E-3 filed on October 11,
                              2024

    File No. 005-90115

Dear Mr. Soares and Ms. Chalk:

On behalf of BEST Inc. (the “Company”),
we set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
contained in its letter dated October 25, 2024 with respect to the Schedule 13E-3, File No. 005-90115 (the “Schedule
13E-3”) filed on October 11, 2024 by the Company and other filing persons named therein. For your convenience, the
Staff’s comments are repeated below in bold and italics, followed in each case by the responses of the filing persons and certain
other relevant persons.

Please note that, except where indicated otherwise,
all references to page numbers in the responses are references to the page numbers in the updated proxy statement (the “Updated
Proxy Statement”) attached as Exhibit (a)-(1) to the Amendment No. 1 to the Schedule 13E-3 (the “Amendment
No. 1”), filed concurrently with the submission of this letter in response to the Staff’s comments.

    Securities and Exchange Commission

November 22, 2024

Page 2

The Amendment No. 1 incorporates the changes
made in response to the Staff’s comments. In addition, a marked copy of the Amendment No. 1 indicating changes against the
Schedule 13E-3 filed on October 11, 2024 is being provided separately to the Staff via email. Capitalized terms used but not defined
herein have the meanings assigned to such terms in the Amendment No. 1.

We represent the special committee of the board
of directors of the Company. To the extent any changes made in the Amendment No. 1 relate to information concerning any person other
than the Company, such changes are included in this letter based on information provided to the Company by such other persons or their
respective representatives.

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.

The Staff’s comment is duly noted. The Company respectfully
advises the Staff that the form of ADS Voting Instruction Card included as Annex G reflects the standard form of voting instruction used
by the ADS Depositary, and is incorporated for the ADS holders’ reference only. Instead of having ADS holders use this form for
their instructions, the ADS Depositary will, when the Company has determined when to convene the extraordinary general meeting and so
instructs the ADS Depositary, send the finalized ADS Voting Instruction Card containing logistics information with respect to the meeting
to the ADS Holders. Therefore, the form of ADS Voting Instruction Card is not marked as “preliminary”.

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.

In response to the Staff’s comment, the Schedule 13E-3
has been revised. All references to “special resolutions” throughout the preliminary proxy statement have been replaced with
references in the singular form.

    Securities and Exchange Commission

November 22, 2024

Page 3

Summary Term Sheet, page 3

3. We note the term "Unaffiliated Security Holders" is defined at the bottom
                                       of page 12 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).

In response to the Staff’s comment, the Schedule 13E-3
has been revised. Please refer to page 12 of the Updated Proxy Statement.

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.

In response to the Staff’s comment, the Schedule 13E-3
has been revised. Please refer to page 22 of the Updated Proxy Statement.

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.

In response to the Staff’s comment, the Schedule 13E-3
has been revised. Please refer to pages 20 and 21 of the Updated Proxy Statement.

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.

In response to the Staff’s comment, the Schedule 13E-3
has been revised. Please refer to page 41 of the Updated Proxy Statement.

    Securities and Exchange Commission

November 22, 2024

Page 4

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.

On behalf of Mr. Chou and the other reporting persons
identified in the Schedule 13D filed on November 3, 2023 (each, a “Reporting Person”), the Company respectfully advises
the Staff that the Schedule 13D was not filed before November 3, 2023 because no “group” (within the meaning of
Section 13(d) of the Exchange Act of 1934, as amended (the “Exchange Act”)) was formed by any of the Reporting
Persons with one another, nor has any plan or proposal which relates to, or would result in, any of the transactions enumerated in Item
4(a) – (j) of Schedule 13D been formed, until that date.

Mr. Chou initiated both the March 2023 and August 2023
discussions with a focus on gauging the interest of certain Reporting Persons in supporting a potential strategic transaction involving
the Company and such discussions were preliminary and exploratory in nature. The March 2023 discussions were merely for Mr. Chou’s
evaluating the possibility of procuring AIL’s support. As AIL had no plan of and was not interested in making investment to take
the Company private, discussions ceased shortly. In August 2023, Mr. Chou resumed discussions engaging additional Reporting
Persons with the same intention of evaluating such Reporting Persons’ interest in supporting a potential strategic transaction
involving the Company, which continued into early November 2023. No formal or informal, written or oral agreement was reached between
the Reporting Persons until November 3, 2023, on which date they entered into a non-binding agreement under the Consortium Term
Sheet to jointly pursue a going-private transaction of the Company. In this regard, the agreement was still somewhat preliminary due
to the non-binding nature of the Consortium Term Sheet, but Mr. Chou and the other Reporting Persons determined that it was nevertheless
prudent to file the Schedule 13D at that time.

    Securities and Exchange Commission

November 22, 2024

Page 5

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.

In response to the Staff’s comment, the Schedule 13E-3
has been revised. Please refer to page 40 of the Updated Proxy Statement.

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.

In response to the Staff’s comment, the Schedule 13E-3
has been revised. Please refer to page 44 of the Updated Proxy Statement. The Company respectfully advises the Staff that all other
material adjustments or assumptions underlying the Preliminary Management Projections and the Management Projections have been disclosed.

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.

The Company respectfully advises the Staff that Kroll performed
valuation methodologies based on Discounted Cash Flow Analysis. While Kroll reviewed the selected public companies and the selected M&A
transactions, Kroll did not select valuation multiples based on the selected public companies analysis and the selected M&A transactions
analysis (as disclosed in the section titled “Selected Public Companies and Merger and Acquisition Transactions Analyses”).

Per ADS value or ranges of values yielded is disclosed on
page 52 of the Proxy Statement in the section titled “Summary of Discounted Cash Flow Analysis and Selected Public Companies
and M&A Transactions Analyses”.

    Securities and Exchange Commission

November 22, 2024

Page 6

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.

The Company respectfully advises the Staff that Kroll reviewed
the Preliminary Management Projections but did not rely on the Preliminary Management Projections for valuation analysis and fairness
opinion. Therefore, in order to avoid making misleading information disclosure, no reference to Kroll’s review of the Preliminary
Management Projections is made in the 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.

The Company respectfully advises the Staff that in the Management
Representation Letter, the management team of the Company confirmed on the process for the preparation of the Management Projections
and represented that the Management Projections were the most current financial projections available and were considered by the management
team to be the best estimates.

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.

In response to the Staff’s comment, the Schedule 13E-3
has been revised. Please refer to pages 42 and 43 of the Updated Proxy Statement.

    Securities and Exchange Commission

November 22, 2024

Page 7

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.

In response to the Staff’s comment, the Schedule 13E-3
has been revised. Please refer to page 43 of the Updated Proxy Statement.

15. Refer to the following disclosure on page 47: "Kroll noted that while it
                                        reviewe