As filed with the Securities and Exchange Commission on September 15, 2017
Registration No. 333-218959
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5
to
Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BEST Inc.
(Exact name of Registrant as specified in its charter)
| Cayman Islands (State or Other Jurisdiction of Incorporation or Organization) | 4210 (Primary Standard Industrial Classification Code Number) | Not Applicable (I.R.S. Employer Identification Number) |
2nd Floor, Block A, Huaxing Modern Industry Park
No. 18 Tangmiao Road, Xihu District, Hangzhou
Zhejiang Province 310013
People's Republic of China
+86-571-88995656
(Address and Telephone Number of Registrant's Principal Executive Offices)
Law Debenture Corporate Services Inc.
801 2nd Avenue, Suite 403
New York, NY 10017
+1-212-750-6474
(Name, address and telephone number of agent for service)
Chris K.H. Lin, Esq. Daniel Fertig, Esq. Simpson Thacher & Bartlett LLP 35th Floor, ICBC Tower 3 Garden Road Central, Hong Kong +852-2514-7600 | Yilong Du, Esq. Latham & Watkins LLP Unit 2318, China World Trade Office 2 1 Jian Guo Men Wai Avenue Beijing 100004 People's Republic of China +86 10 5965-7000 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company o
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered(1)(2) | Amount to be Registered(2)(3) | Proposed Maximum Offering Price per Share(3) | Proposed Maximum Aggregate Offering Price(3) | Amount of Registration Fee(4) | ||||
|---|---|---|---|---|---|---|---|---|
Class A ordinary shares, par value US$0.01 per share | 71,415,000 | US$15.00 | US$1,071,225,000 | US$124,155 | ||||
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The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
The sole purpose of this amendment is to amend the exhibit index and to file Exhibits 1.1, 5.1 and 23.1 to the registration statement. No other changes have been made to the registration statement. Accordingly, this amendment consists only of the facing page, this explanatory note and Part II of the registration statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. Indemnification of Directors and Officers
The Cayman Companies Law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our post-listing articles provide that we shall indemnify our officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such directors or officer, other than by reason of such person's dishonesty, willful default or fraud, in or about the conduct of our company's business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and executive officers that will provide such persons with additional indemnification beyond that provided in our post-listing articles.
Under the form of indemnification agreement filed as Exhibit 10.10 to this registration statement, we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer.
The form of underwriting agreement filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Recent Sales of Unregistered Securities
During the past three years, we have issued and sold the securities described below without registering the securities under the Securities Act. None of these transactions involved any underwriters' underwriting discounts or commissions, or any public offering. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on
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Regulation S, Regulation D or Rule 701 under the Securities Act or pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering.
Purchaser | Date of Issuance | Number of Securities | Consideration (US$) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Various investment funds | January 15, 2014 | 39,624,101 Series | E preferred shares | 127,500,000 | ||||||
Alibaba Investment Limited | January 15, 2014 | 3,107,773 Series | E preferred shares | 10,000,000 | ||||||
Alibaba Investment Limited | January 15, 2015 | 31,680,441 Series | F-2 preferred shares | 132,500,000 | ||||||
An investment fund | February 2, 2016 | 15,479,382 Series | G-1 preferred shares | 140,000,000 | ||||||
Cainiao Smart Logistics Investment Limited | February 2, 2016 | 14,705,413 Series | G-2 preferred shares | 133,000,000 | ||||||
Various investment funds | February 2, 2016 | 23,219,072 Series | G-2 preferred shares | 210,000,000 | ||||||
Cainiao Smart Logistics Investment Limited | April 29, 2016 | 3,538,144 Series | G-2 preferred shares | 32,000,000 | ||||||
Various investment funds | April 29, 2016 | 27,088,918 Series | G-2 preferred shares | 245,000,000 | ||||||
Our directors, officers, employees and consultants | Various dates from June 30, 2008 to June 30, 2017 | Options to purchase an aggregate of 19,072,006 ordinary shares | Services to us | |||||||
Item 8. Exhibits and Financial Statement Schedules
See Exhibit Index beginning on page II-3 of this registration statement.
All supplemental schedules are omitted because of the absence of conditions under which they are required or because the information is shown in the financial statements or notes thereto.
(a) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(c) The undersigned registrant hereby undertakes that:
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hangzhou, China on September 15, 2017.
| BEST Inc. | ||||||
By: | /s/ SHAO-NING JOHNNY CHOU | |||||
| Name: | Shao-Ning Johnny Chou | |||||
| Title: | Chairman and Chief Executive Officer | |||||
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registration Statement has been signed by the following person in the capacity and on the dates indicated.
Signature | Title | Date | ||||
|---|---|---|---|---|---|---|
| /s/ SHAO-NING JOHNNY CHOU Name: Shao-Ning Johnny Chou | Chairman and Chief Executive Officer (principal executive officer) | September 15, 2017 | ||||
* Name: Lei Guo | Chief Accounting Officer and Vice President of Finance (principal financial and accounting officer) | September 15, 2017 | ||||
* Name: Wenhong Tong | Director | September 15, 2017 | ||||
* Name: Jun Chen | Director | September 15, 2017 | ||||
* Name: Mark Qiu | Director | September 15, 2017 | ||||
* Name: Chiu-Chin Yang | Director | September 15, 2017 | ||||
* Name: Shijia Yang | Director | September 15, 2017 | ||||
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Signature | Title | Date | ||||
|---|---|---|---|---|---|---|
| * Name: Yinghao Zhang | Director | September 15, 2017 | ||||
* Name: Weifeng Wang | Director | September 15, 2017 | ||||
* Name: Mangli Zhang | Director | September 15, 2017 | ||||
*By: | /s/ SHAO-NING JOHNNY CHOU Name: Shao-Ning Johnny Chou Attorney-in-Fact | |||||
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of BEST Inc. has signed this registration statement or amendment thereto in New York, New York on September 15, 2017.
| By: | /s/ GISELLE MANON | |||||
| Name: | Giselle Manon | |||||
| Title: | Service of Process Officer Law Debenture Corporate Services Inc. | |||||
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