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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

    DIRECT
                                            DIAL

        (86-21) 6193-8225

        DIRECT FAX

        (86-21) 6193-8325

        EMAIL ADDRESS

        yuting.wu@skadden.com

TEL: (86-21) 6193-8200

FAX: (86-21) 6193-8299

www.skadden.com

                                                 December 13, 2024
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    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/A filed on November 22,
                              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 December 2, 2024 with respect to the Amendment No. 1 to Schedule 13E-3, File No. 005-90115 (the “Schedule
13E-3/A”) filed on November 22, 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. 2 to the Schedule 13E-3 (the “Amendment
No. 2”), filed concurrently with the submission of this letter in response to the Staff’s comments.

Securities and Exchange Commission

December 13, 2024

Page 2

The Amendment No. 2 incorporates the changes made
in response to the Staff’s comments. In addition, a marked copy of the Amendment No. 2 indicating changes against the Schedule
13E-3/A filed on November 22, 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. 2.

We represent the special committee of the board
of directors of the Company. To the extent any changes made in the Amendment No. 2 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.

Certain Financial Projections, page 39

 1. We note your response to prior comment 9 and reissue the comment.
                                            Please revise the assumptions listed at the bottom of page 40 to include the Company no longer
                                            incurring the costs associated with being a publicly-listed company, as disclosed on page
                                            44.

The Staff’s comment is duly noted.
The Company respectfully advises the Staff that the Management Projections on page 40 included the costs associated with being a publicly-listed
company, but Kroll excluded such costs (as provided by the management of the Company) in its discounted cash flow analysis because such
costs would likely be eliminated as a result of the Merger. In response to the Staff’s comment, the Schedule 13E-3/A has been revised.
Please refer to page 44 of the Updated Proxy Statement.

Opinion of the Special Committee's Financial
Advisor, page 41

 2. We note your response to prior comment 13 and reissue the
                                            last sentence of that comment. Please clarify whether the assumptions added in response to
                                            that comment are included in the assumptions disclosed on page 40 or in the second set of
                                            bullet points on page 42 of the revised proxy statement, 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/A has been revised. Please refer to pages 40 and 42 of the Updated Proxy Statement.

Securities and Exchange Commission

December 13, 2024

Page 3

 3. We note your response to prior comment 14 and reissue the
                                            comment. The revised disclosure on page 43 continues to suggest that security holders may
                                            not rely on Kroll's opinion. Please revise to remove that language. Alternatively, please
                                            provide us with the legal basis for your belief that security holders cannot rely on Kroll's
                                            opinion to bring actions under Cayman law, including a description of any Cayman law authority
                                            on such a defense.

In response to the Staff’s comment,
Kroll has advised the Company that its engagement letter with the Special Committee does not create any contractual relationship between
Kroll and the shareholders of the Company. See Joyce v. Morgan Stanley, 538 F.3d 797 (7th Cir. 2008) in which the 7th Circuit dismissed
state law claims by target shareholders against the target company’s financial advisor arising out of the inclusion of a fairness
opinion in a merger proxy statement holding that, under the terms of the financial advisor’s engagement letter, no contractual
or extra-contractual duties to stockholders arose. The court there stated that “…we see no way that the Shareholders can
show that their relationship with Morgan Stanley possessed the ‘special circumstances’ necessary to give rise to an extra-contractual
fiduciary duty.... The exhibits leave no doubt that Morgan Stanley did not accept any such responsibility, and so no fiduciary duty toward
the Shareholders ever arose. The engagement letter, which defines the advising relationship, explicitly noted that Morgan Stanley was
working only for the corporation... The fairness opinion also disclaimed a duty to the Shareholders... Thus, Morgan Stanley never owed
any contractual nor extra-contractual duty to the Shareholders.” We respectfully note that Kroll’ engagement letter with
the Special Committee contains similar provisions expressly providing that Kroll and the Special Committee did not intend to create any
fiduciary relationship between the shareholders of the Company and Kroll.

Kroll has also advised the Company that
although certain U.S. state courts applying U.S. law have posited that the fiduciary relationship between a special committee of a U.S.
corporation and its shareholders under state corporate law may establish privity between the shareholders and any persons in contractual
privity with the special committee,1 Kroll
believes that such legal authority is not applicable in the present case. The Company is organized under the laws of the Cayman Islands
and the relationship of the Special Committee and the Company and its shareholders is governed by Cayman Islands law. Kroll is advised
by its Cayman Islands attorneys that under the laws of the Cayman Islands there does not appear to be any similar doctrine to “extra-contractual
fiduciary duty” and no such fiduciary relationship therefore arises between Kroll and the Company’s shareholders as a result
of Kroll’ rendering of a fairness opinion to the Special Committee in this transaction.

1
See Schneider v. Lazard Freres & Co., 159 A.D.2d 291 (N.Y. App. Div. 1990).

Securities and Exchange Commission

December 13, 2024

Page 4

Kroll is advised by its Cayman Islands attorneys as follows:

 (1) Cayman Islands common
                                            law, including the doctrine of stare decisis (or precedent), is applied by the Cayman
                                            Islands courts.  If there are no binding Cayman Islands decisions, decisions from English
                                            courts and those of other English common law jurisdictions are persuasive. However, Cayman
                                            Islands courts are bound by the decisions of the Privy Council, London, sitting on an appeal
                                            from a Cayman Islands decision.

 (2) They are not aware
                                            of any precedent in Cayman Islands law which has ruled that a financial advisor, as a counterparty
                                            to a contract with a special committee of a company, owes any duties, including contractual,
                                            tortious (see below) and/or fiduciary, to the shareholders of such company, such that a cause
                                            of action could be pursued directly by such shareholders against the financial advisor.
                                            A claim in contract requires for there to be privity of contract such that non-parties to
                                            the contract have no right to bring a contract claim (In The Matter Of Omni Securities
                                            Limited (No. 3) [1998 CILR 275])

 (3) If faced with a claim
                                            by a shareholder that the financial advisor to a special committee of the board of a Cayman
                                            Islands’ company owed fiduciary duties to the shareholders of such company, the Cayman
                                            Islands court would likely strike out the claim.  As a matter of Cayman Islands law,
                                            a third party, such as a financial advisor to the company, does not owe fiduciary duties
                                            to either to the company (for which the duty is typically contractual) nor to the shareholders
                                            (of which there is no fiduciary duty at all).  A claimant shareholder would therefore
                                            have no standing to bring the claim.  A chose in action (a claim) belonging to a company,
                                            for example as a counterparty to a contract with a financial advisor, for breach of contract
                                            and/or a tort, can only be brought in a court of law by the company itself.  A
                                            shareholder has no right to seek to vindicate the company’s cause of action: Foss
                                            v Harbottle (1843) 2 Hare 461.

 (4) The categories of
                                            fiduciary relationship in Cayman Islands law are not closed (English v Dedham Vale Properties
                                            [1978] 1 W.L.R. 93 at 110) and common categories include: trustee and beneficiary; agents
                                            and principals; solicitors and clients; promoters and the company they are promoting; partners
                                            to each other; guardians to their wards; receivers on whose behalf s/he act; directors and
                                            companies etc. (para 7-004, Snell’s Equity, 33rd edition, Sweet & Maxell).
                                            There is, however, growing judicial support for the view that: “a fiduciary is someone
                                            who has undertaken to act for or on behalf of another in a particular matter in circumstances
                                            which give rise to a relationship of trust and confidence” (Bristol & West Building
                                            Society v Mothew [1998] Ch. 1 at 18).  It seems unlikely that a financial advisor
                                            to the special committee of the board of a company could have a relationship of trust and
                                            confidence with the shareholders of the company therein.

Securities and Exchange Commission

December 13, 2024

Page 5

 (5) In the Supreme Court
                                            of the United Kingdom case of Sevilleja v Marex Financial Ltd [2020] UKSC 31 it was
                                            held that shareholders are barred from bringing claims which seek to recover a sum equal
                                            to the diminution in the market value of its shares, or equal to the likely diminution in
                                            dividend, due to a rule of law known as “reflective loss” such that when a shareholder
                                            acquires a share he accepts the fact that the value of his investment follows the fortunes
                                            of the company and that he can only exercise his influence over the fortunes of the company
                                            by the exercise of his voting rights in general meetings.   The rule was established
                                            by the decision of the Court of Appeal in Prudential Assurance Co Ltd v Newman Industries
                                            Ltd (No 2) [1982] Ch 204 at 224 and the decision of the House of Lords in Johnson
                                            v Gore Wood & Co [2002] 2 AC 1 which precludes recovery of loss, where the ‘loss’
                                            is merely a reflection of the loss suffered by the company.  Equally therefore, shareholders
                                            would be barred from bringing such “reflective loss” claims against the company’s
                                            third party financial advisor.

 (6) The exception to the
                                            reflective loss rule is that shareholders may be able to bring a derivative action on behalf
                                            of a company against a third party financial advisor to the company if it can be shown that
                                            those in control of the company (i.e., the board of directors) do not want to pursue a valid
                                            claim on the company’s behalf (Prudential Assurance Co Ltd v Newman Industries Ltd
                                            (No 2) [1982] Ch 204 at 211).  The claim would still belong to the company, who
                                            would be the named plaintiff, and not the shareholders, however.

 (7) A shareholder could
                                            bring a claim against a financial advisor wrongdoer in respect of a breach of duty owed in
                                            tort, for damages that are personal losses, so long as these do not include “diminution
                                            in the market value of its shares, or equal to the likely diminution in dividend” (i.e.,
                                            reflective loss) (Johnson v Gore Wood & Co [2002] 2 AC 1 61C to 62D).  A
                                            non-reflective loss tort may be actionable if a legal duty of care exists based on a tripartite
                                            test:  harm must be reasonably fo