United States securities and exchange commission logo
March 18, 2022
Gloria Fan
Chief Financial Officer
BEST Inc.
2nd Floor, Block A, Huaxing Modern Industry Park
No. 18 Tangmiao Road, Xihu District, Hangzhou
Zhejiang Province 310013
People s Republic of China
Re: BEST Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2020
Filed April 16,
2021
Response Dated
October 28, 2021
File No. 001-38198
Dear Ms. Fan:
We have reviewed your October 28, 2021 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
September 29, 2021 letter.
Form 20-F for the Fiscal Year Ended December 31, 2020
Item 3. Key Information
D. Risk Factors, page 5
1. We note your revised
disclosure in response to prior comment 1 refers to the VIEs as our
VIEs. Please refrain
from using terms such as we or our when describing activities
or functions of a VIE
throughout your filing.
Gloria Fan
FirstName
BEST Inc. LastNameGloria Fan
Comapany
March NameBEST Inc.
18, 2022
March2 18, 2022 Page 2
Page
FirstName LastName
Risk Related to Doing Business in the People's Republic of China, page 27
2. We note your disclosure about the Holding Foreign Companies
Accountable Act. Please
expand your risk factors to disclose that the United States Senate has
passed the
Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
decrease the number of non-inspection years from three years to
two years, and thus,
would reduce the time before your securities may be prohibited from
trading or delisted.
Update your disclosure to reflect that the Commission adopted rules to
implement the
HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report
notifying the
Commission of its determination that it is unable to inspect or
investigate completely
accounting firms headquartered in mainland China or Hong Kong.
Risks Related to Our ADSs, page 38
3. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate
completely your auditor, and that as a result an exchange may
determine to delist your
securities. Disclose whether your auditor is subject to the
determinations announced by
the PCAOB on December 16, 2021.
Item 4. Information on the Company
C. Organizational Structure, page 79
4. We note your response to prior comment 5 related to your contractual
arrangements.
Please also disclose, if true, that the VIE agreements have not been
tested in a court of
law.
Item 5. Operating and Financial Review and Prospects
A. Operating Results, page 83
5. We note your response to prior comment 6. Please provide a revised
consolidating
schedule that further disaggregates amounts in each major line item,
such as revenues and
cost of revenues, and subtotals and disaggregated intercompany
amounts, such as separate
line items for intercompany receivables and investment in subsidiary
and VIEs. The
schedule should also disaggregate the parent company, the VIEs and its
consolidated
subsidiaries, the wholly foreign owned enterprises that are the
primary beneficiary of the
VIEs and an aggregation of other entities that are consolidated.
Identify the entities
included in each column, describe the business activities of each
entity and how these
entities relate to the organizational chart provided in response to
comment 5. The
objective of this disclosure is to allow an investor to evaluate the
nature of assets held by,
and the operations of, entities apart from the VIE, as well as the
nature and amounts
Gloria Fan
BEST Inc.
March 18, 2022
Page 3
associated with intercompany transactions. Any intercompany amounts
should be
presented on a gross basis and when necessary, additional disclosure
about such amounts
should be included in order to make the information presented not
misleading. Please also
cross reference your proposed disclosure in response to prior comment
7 related to how
cash is transferred through your organization to the consolidating
schedule.
Notes to the Consolidated Financial Statements
29. Condensed Financial Information of the Parent Company, page F-77
6. We note that the activities of the VIEs are reflected in the line
items titled investments in
subsidiaries and VIEs and share of losses of subsidiaries and
VIEs in the parent s
financial statements. Please provide us with a roll-forward of the
investment in
subsidiaries and VIEs line item.
You may contact Joanna Lam at 202-551-3476 or Steve Lo at 202-551-3394
with any
questions.
FirstName LastNameGloria Fan Sincerely,
Comapany NameBEST Inc.
Division of
Corporation Finance
March 18, 2022 Page 3 Office of
Energy & Transportation
FirstName LastName