Page 4 of 11 – SEC Filing
Introductory Statement
The Reporting Persons (as defined below) were initially eligible to report their beneficial ownership of Class A Ordinary Shares (as defined below) on Schedule 13G pursuant to Rule 13d-1(d) and Section 13(d)(6)(B) of the Securities Exchange Act of 1934, as amended (the Exchange Act). The Reporting Persons are filing this Schedule 13D because, as a result of the IPO Subscription (as defined below), the Reporting Persons have acquired beneficial ownership of more than 2% of the subject class of securities during the preceding twelve months.
Item 1. Security and Issuer.
The title and class of equity securities to which this Schedule 13D (this Schedule 13D) relates are the Class A ordinary shares, par value US$0.01 per share, of BEST Inc., an exempted company incorporated under the laws of the Cayman Islands (the Issuer and, such class of shares, the Class A Ordinary Shares). The Class A Ordinary Shares are represented by American Depositary Shares (ADSs), with each ADS representing one Class A Ordinary Share. The address of the principal executive offices of the Issuer is 2nd Floor, Block A, Huaxing Modern Industry Park, No. 18 Tangmiao Road, Xihu District, Hangzhou, Zhejiang Province 310013, Peoples Republic of China.
Item 2. Identity and Background.
This Schedule 13D constitutes an initial Schedule 13D filing on behalf of each of Alibaba Investment Limited, a company organized under the laws of the British Virgin Islands (AIL), and Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands (AGHL and, together with AIL, the Reporting Persons), with respect to Class A Ordinary Shares, including certain Class A Ordinary Shares represented by ADSs. This Schedule 13D is filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) under the Exchange Act. The agreement between the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit A.
The business address of the Reporting Persons is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. AIL is a wholly-owned subsidiary of AGHL and principally engages in investment activities on behalf of AGHL. AGHL is a holding company which, through its subsidiaries and variable interest entities, operates leading online and mobile marketplaces in retail and wholesale trade, as well as provides cloud computing and other services.
The name, business address, citizenship and present principal occupation or employment of each executive officer and each member of the board of directors of each Reporting Person are set forth on Schedules A-1 and A-2 hereto and are incorporated herein by reference.
During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person named in Schedule A-1 or A-2, (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Sources and Amount of Funds or Other Consideration.
On September 19, 2017, the Issuers registration statement on Form F-1 filed in connection with its initial public offering of its ADS (the IPO) was declared effective by the Securities and Exchange Commission. The closing of the IPO took place on September 22, 2017. AIL subscribed for and purchased 10,000,000 ADSs at a per share price of US$10 and an aggregate purchase price of US$100,000,000 in the IPO (the IPO Subscription). AGHL funded to AIL the aggregate purchase price paid by AIL in respect of the IPO Subscription using AGHLs working capital. Such funding by AGHL to AIL was made in the form of an intercompany loan.
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