Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

** This CUSIP number applies to the Issuers American Depositary Shares, evidenced by American Depositary Receipts, each representing one Class A Ordinary Share of the Issuer.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(1)	The Reporting Persons are deemed to beneficially own 104,075,249 Class A ordinary shares, par value US$0.01 per share, of the Issuer (Class A Ordinary Shares) based on beneficial ownership of: (i) 10,000,000 American Depositary Shares (ADSs) representing a total of 10,000,000 Class A Ordinary Shares, and (ii) 94,075,249 Class B ordinary shares, par value US$0.01 per share, of the Issuer (Class B Ordinary Shares), which are convertible into the same number of Class A Ordinary Shares at any time at the option of the holder thereof.
(2)	This percentage is calculated based upon 321,243,701 issued and outstanding Class A Ordinary Shares (taking into account 227,168,452 Class A Ordinary Shares issued and outstanding immediately after the Issuers initial public offering of ADSs (the IPO), as reported in the Issuers prospectus on Form 424B4 filed on September 20, 2017, and assuming conversion of all 94,075,249 Class B Ordinary Shares held by the Reporting Persons into the same number of Class A Ordinary Shares).
(3)	This percentage is calculated based upon 369,034,399 ordinary shares of the Issuer issued and outstanding immediately after the IPO, as reported in the Issuers prospectus on Form 424B4 filed on September 20, 2017, comprised of (i) 227,168,452 Class A Ordinary Shares, (ii) 94,075,249 Class B Ordinary Shares and (iii) 47,790,698 Class C ordinary shares, par value US$0.01 per share, of the Issuer (Class C Ordinary Shares).

 

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(1)

The Reporting Persons are deemed to beneficially own 85,831,692 Class A Ordinary Shares based on beneficial ownership of: (i) 10,000,000 ADSs representing a total of 10,000,000 Class A Ordinary Shares, and (ii) 75,831,692 Class B Ordinary Shares, which are convertible into the same number of Class A Ordinary Shares at any time at the option of the holder thereof.

 

 

 

(1)	The Reporting Persons are deemed to beneficially own 18,243,557 Class A Ordinary Shares based on beneficial ownership of 18,243,557 Class B Ordinary Shares, which are convertible into the same number of Class A Ordinary Shares at any time at the option of the holder thereof.

 

 

 

(1)	The Reporting Persons are deemed to beneficially own 18,243,557 Class A Ordinary Shares based on beneficial ownership of 18,243,557 Class B Ordinary Shares, which are convertible into the same number of Class A Ordinary Shares at any time at the option of the holder thereof.

 

 

 

(1)	The Reporting Persons are deemed to beneficially own 18,243,557 Class A Ordinary Shares based on beneficial ownership of 18,243,557 Class B Ordinary Shares, which are convertible into the same number of Class A Ordinary Shares at any time at the option of the holder thereof.

 

Introductory Statement

 

This Amendment No. 1 to Schedule 13D (this Amendment) hereby amends and supplements the initial Schedule 13D filed with the U.S. Securities and Exchange Commission on September 29, 2017 (the Original Schedule 13D, as amended and supplemented by this Amendment, this Schedule 13D) on behalf of each of Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands (AGHL), and Alibaba Investment Limited, a company organized under the laws of the British Virgin Islands (AIL and, together with AGHL, the Initial Reporting Persons), with respect to 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), including certain Class A Ordinary Shares represented by American Depository Shares (ADSs). Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged, and capitalized terms used but not defined herein have the meanings assigned thereto in the Original Schedule 13D.

 

On October 17, 2017, Ali CN Investment Holding Limited, a company organized under the laws of the British Virgin Islands (Ali CN), which is a direct wholly-owned subsidiary of AGHL and an existing shareholder of Cainiao Smart Logistics Network Limited, an exempted company organized under the laws of the Cayman Islands (Cainiao), acquired additional shares of Cainiao (the Cainiao Transaction).  As reported in the Issuers prospectus on Form 424B4 filed on September 20, 2017, as of the closing of the IPO, Cainiao Smart Logistics Investment Limited, a company organized under the laws of the British Virgin Islands (CIL and, together with Ali CN and Cainiao, the New Reporting Persons and, together with the Initial Reporting Persons, the Reporting Persons), which is a direct wholly-owned subsidiary of Cainiao, held 18,243,557 class B ordinary shares, par value US$0.01 per share, of the Issuer (such class of shares, Class B Ordinary Shares and, such Class B Ordinary Shares held by CIL, the CIL Class B Ordinary Shares).  As a result of the Cainiao Transaction, on October 17, 2017, Ali CN became the controlling shareholder, and owner of a majority of the shares, of Cainiao and each of Cainiao and CIL became an indirect controlled subsidiary of AGHL.  Accordingly, AGHL may be deemed to beneficially own the CIL Class B Ordinary Shares.

 

Item 2. Identity and Background.

 

Item 2 of the Original Schedule 13D is hereby is hereby amended and replaced in its entirety as follows:

 

This Schedule 13D is filed on behalf of each of 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 Securities Exchange Act of 1934, as amended (the Exchange Act).  The agreement among the Reporting Persons relating to the joint filing of this Amendment is attached hereto as Exhibit A.  Exhibit A of the Original Schedule 13D is hereby amended and replaced in its entirety by Exhibit A hereof.

 

The business address of AGHL, AIL and Ali CN is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.  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.  Each of AIL and Ali CN is a wholly-owned subsidiary of AGHL and principally engages in investment activities on behalf of AGHL.

 

The business address of Cainiao and CIL is #B1, Xixi Shouzuo, No. 588 West Wen Yi Road, Xi Hu, Hangzhou, P.R. China 310000.  As a result of the Cainiao Transaction, on October 17, 2017, each of Cainiao and CIL became an indirect controlled subsidiary of AGHL. Through its subsidiaries and variable interest entities, Cainiao operates warehouses, express delivery stations and a logistics data platform that leverages the capacity and capabilities of logistics partners to fulfill transactions between merchants and consumers on online and mobile marketplaces, including online and mobile marketplaces operated by AGHL and its subsidiaries and variable interest entities. CIL is a wholly-owned subsidiary of Cainiao and principally engages in investment activities on behalf of Cainiao.

 

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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, A-2, A-3, A-4 and A-5 hereof and are incorporated herein by reference.

 

During the last five years, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any of its executive officers or members of its board of directors named in Schedule A-1, A-2, A-3, A-4 or A-5 hereof, as applicable, (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.

 

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

 

CIL acquired certain convertible securities of the Issuer in a pre-IPO financing round of the Issuer (the Pre-IPO Subscription). Such convertible securities were converted into the CIL Class B Ordinary Shares immediately prior to the IPO.  Cainiao funded to CIL the aggregate purchase price paid by CIL in respect of the Pre-IPO Subscription using Cainiaos working capital.  As a result of the Cainiao Transaction, on October 17, 2017, Ali CN became the controlling shareholder, and owner of a majority of the shares, of Cainiao and each of Cainiao and CIL became an indirect controlled subsidiary of AGHL. Accordingly, AGHL may be deemed to beneficially own the CIL Class B Ordinary Shares.

 

Item 4. Purpose of Transaction

 

Item 4 of the Original Schedule 13D is hereby amended and replaced in its entirety as follows:

 

The Reporting Persons acquired the securities covered by this Schedule 13D for investment purposes and intend to review their investment in the Issuer on a continuous basis. Depending upon various factors, including but not limited to the Reporting Persons and the Issuers business, prospects and financial condition and other developments concerning the Reporting Persons and the Issuer, market conditions and other factors that the Reporting Persons may deem relevant to their investment decision, and, subject to the terms of the Shareholders Agreement and compliance with applicable laws, rules and regulations and the Issuers Articles, the Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions or increasing or decreasing their investment in the Issuer, with respect to any or all matters required to be disclosed in this Schedule 13D.

 

Ms. Wenhong Tong and Mr. Jun Chen (the Existing AGHL Directors), each an employee of AGHL, were appointed in 2014 and 2015, respectively, and continue to serve, as members of the board of directors of the Issuer.  As directors of the Issuer, Ms. Tong and Mr. Chen may have influence over the corporate activities of the Issuer, including activities which may relate to transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.

 

The information set forth and/or incorporated by reference in Item 6 of this Schedule 13D is hereby incorporated by reference into this Item 4.

 

Other than as set forth in this Schedule 13D, the Reporting Persons have no present plans or proposals which relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D; provided that the Reporting Persons may, at any time, review or reconsider their position with respect to the Issuer and reserve the right to develop such plans or proposals.

 

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Item 5. Interest in Securities of the Issuer

 

Item 5 of the Original Schedule 13D is hereby amended and replaced in its entirety as follows:

 

(a)-(b) The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5.

 

Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any of its executive officers or members of its board of directors named in Schedule A-1, A-2, A-3, A-4 or A-5 hereof, as applicable, beneficially owns any Class A Ordinary Shares or has the right to acquire any Class A Ordinary Shares.

 

Except as disclosed in this Schedule 13D, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Class A Ordinary Shares which it may be deemed to beneficially own.

 

(c)  Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any of its executive officers or members of its board of directors named in Schedule A-1, A-2, A-3, A-4 or A-5 hereof, as applicable, has effected any transactions relating to the Class A Ordinary Shares since the filing of the Original Schedule 13D on September 29, 2017.

 

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer

 

The last paragraph of Item 6 of the Original Schedule 13D is hereby amended and replaced in its entirety as follows:

 

To the best knowledge of the Reporting Persons, except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the Reporting Persons and between the Reporting Persons and any other person, in each case with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit A of the Original Schedule 13D is hereby amended and replaced in its entirety by Exhibit A hereof.

 

Exhibit		Description
A		Joint Filing Agreement, dated October 19, 2017, by and among the Reporting Persons.

 

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: October 19, 2017

 

	Alibaba Group Holding Limited
	By:	/s/ Timothy A. Steinert
		Name: Timothy A. Steinert
		Title: General Counsel and Secretary
	Alibaba Investment Limited
	By:	/s/ Timothy A. Steinert
		Name: Timothy A. Steinert
		Title: Director
	Ali CN Investment Holding Limited
	By:	/s/ Timothy A. Steinert
		Name: Timothy A. Steinert
		Title: Director
	Cainiao Smart Logistics Network Limited
	By:	/s/ Lin Wan
		Name: Lin Wan
		Title: Director and President
	Cainiao Smart Logistics Investment Limited
	By:	/s/ Lin Wan
		Name: Lin Wan
		Title: Director

 

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SCHEDULE A-1

 

Directors and Executive Officers of Alibaba Group Holding Limited

 

The following table sets forth the names, business addresses and present principal occupation of each director and executive officer of Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands (AGHL).  Unless otherwise noted, the business address for each director listed below is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.  Unless otherwise noted, the business address for each executive officer listed below is 969 West Wen Yi Road, Yu Hang District, Hangzhou 310013, Peoples Republic of China.

 

Name/Citizenship		Present Principal Occupation
Jack Yun MA, Peoples Republic of China 969 West Wen Yi Road, Yu Hang District, Hangzhou 310013 Peoples Republic of China		Executive Chairman of AGHL
Joseph C. TSAI, Canada		Executive Vice Chairman of AGHL
Daniel Yong ZHANG, Peoples Republic of China 969 West Wen Yi Road, Yu Hang District, Hangzhou 310013 Peoples Republic of China		Director and Chief Executive Officer of AGHL
J. Michael EVANS, Canada		Director and President of AGHL
Eric Xiandong JING, Peoples Republic of China		Director of AGHL; President of Zhejiang Ant Small and Micro Financial Services Group Co.,Ltd.
Masayoshi SON, Japan c/o SOFTBANK CORP. 1-9-1 Higashi-shimbashi Minato-ku, Tokyo, 105-7303 Japan		Director of AGHL; Chairman and Chief Executive Officer of SoftBank Group Corp.
Chee Hwa TUNG, Hong Kong		Independent Director of AGHL; Vice Chairman of the Twelfth National Committee of the Chinese Peoples Political Consultative Conference of the PRC
Walter Teh Ming KWAUK, Canada		Independent Director of AGHL; Senior Consultant of Motorola Solutions (China) Co.,Ltd.
Jerry YANG, United States		Independent Director of AGHL; Founding Partner of AME Cloud Ventures
Börje E. EKHOLM, United States and Switzerland		Independent Director of AGHL; Head of Patricia Industries Division of Investor AB
Wan Ling Martello, United States		Independent Director of AGHL; Executive Vice President of Nestlé S.A.
WU Maggie Wei, Peoples Republic of China c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong		Chief Financial Officer of AGHL
Judy TONG, Peoples Republic of China		Chief People Officer of AGHL
Jeff Jianfeng ZHANG, Peoples Republic of China		Chief Technology Officer of AGHL
Zhenfei LIU, Peoples Republic of China		Chief Risk Officer of AGHL
Trudy Shan DAI, Peoples Republic of China		President of Wholesale Marketplaces Division of AGHL
Timothy Alexander STEINERT, United States c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong		General Counsel and Secretary of AGHL
Jianhang JIN, Peoples Republic of China		President of AGHL
Chris Pen-hung TUNG, Republic of China		Chief Marketing Officer of AGHL
Yongfu YU, Peoples Republic of China		Chairman and Chief Executive Officer, Alibaba Digital Media & Entertainment Group of AGHL
Simon Xiaoming HU, Peoples Republic of China		President of Alibaba Cloud Computing Division of AGHL
Sophie Minzhi WU, Peoples Republic of China		Chief Customer Officer of AGHL
Jessie Junfang ZHENG, Peoples Republic of China		Chief Platform Governance Officer of AGHL

 

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SCHEDULE A-2

 

Directors and Executive Officers of Alibaba Investment Limited

 

The following table sets forth the names and present principal occupation of each director of Alibaba Investment Limited, a company organized under the laws of the British Virgin Islands (AIL).  The business address for each person listed below is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. AIL does not have any executive officers. As used below, the term AGHL refers to Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands.

 

Name/Citizenship		Present Principal Occupation
Timothy Alexander STEINERT, United States		General Counsel and Secretary of AGHL
YIP Pak Tung, Jason, Hong Kong		Senior Director of Finance of AGHL
WU Wei (aka Maggie), Peoples Republic of China		Chief Financial Officer of AGHL

 

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SCHEDULE A-3

 

Directors and Executive Officers of Ali CN Investment Holding Limited

 

The following table sets forth the names and present principal occupation of each director of Ali CN Investment Holding Limited, a company organized under the laws of the British Virgin Islands (Ali CN).  The business address for each person listed below is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. Ali CN does not have any executive officers. As used below, the term AGHL refers to Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands.

 

Name/Citizenship		Present Principal Occupation
Timothy Alexander STEINERT, United States		General Counsel and Secretary of AGHL
YIP Pak Tung, Jason, Hong Kong		Senior Director of Finance of AGHL
WU Wei (aka Maggie), Peoples Republic of China		Chief Financial Officer of AGHL

 

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SCHEDULE A-4

 

Directors and Executive Officers of Cainiao Smart Logistics Network Limited

 

The following table sets forth the names, business addresses and present principal occupation of each director and executive officer of Cainiao Smart Logistics Network Limited, an exempted company incorporated under the laws of the Cayman Islands (Cainiao). As used below, the term AGHL refers to Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands.

 

Name/Citizenship		Present Principal Occupation
Lin WAN, Peoples Republic of China #B1, Xixi Shouzuo No. 588 West Wenyi Road Xi Hu District Hangzhou, P.R. China 310000		Director and President of Cainiao
Robert LIU, Peoples Republic of China #B1, Xixi Shouzuo No. 588 West Wenyi Road Xi Hu District Hangzhou, P.R. China 310000		Chief Financial Officer of Cainiao
Joseph C. TSAI, Canada c/o Alibaba Group Services Limited 26/F, Tower One, Times Square 1 Matheson Street, Causeway Bay Hong Kong		Director of Cainiao; Executive Vice Chairman of AGHL
Daniel Yong ZHANG, Peoples Republic of China 969 West Wen Yi Road, Yu Hang District, Hangzhou 310013 Peoples Republic of China		Director of Cainiao; Director and Chief Executive Officer of AGHL
Judy TONG, Peoples Republic of China c/o Alibaba Group Services Limited 26/F, Tower One, Times Square 1 Matheson Street, Causeway Bay Hong Kong		Director of Cainiao; Chief People Officer of AGHL
Guojun SHEN, Peoples Republic of China 12/F, AIA Central, 1 Connaught Road Central Hong Kong		Director of Cainiao; Chairman of Yintai Group
Xuegao HAN, Peoples Republic of China 12/F, AIA Central 1 Connaught Road Central Hong Kong		Director of Cainiao; Vice President of Yintai Group
Qunbin WANG, Peoples Republic of China 31/F, No. 98, Huaihai Middle Road Huang Pu District Shanghai The Peoples Republic of China		Director of Cainiao; Chief Executive Officer of Fosun Group

 

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SCHEDULE A-5

 

Directors and Executive Officers of Cainiao Smart Logistics Investment Limited

 

The following table sets forth the name, business address and present principal occupation of the sole director of Cainiao Smart Logistics Investment Limited, a company organized under the laws of the British Virgin Islands (CIL).  CIL does not have any executive officers. As used below, the term Cainiao refers to Cainiao Smart Logistics Network Limited, an exempted company incorporated under the laws of the Cayman Islands.

 

Name/Citizenship		Present Principal Occupation
Lin WAN, Peoples Republic of China #B1, Xixi Shouzuo No. 588 West Wenyi Road Xi Hu District Hangzhou, P.R. China 310000		Director and President of Cainiao

 

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