BSTI Best Inc. American Depositary Shares, Each Representing One Class A Ordinary Share

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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 Issuer’s 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 Cainiao’s 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 Issuer’s 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 Issuer’s 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, finder’s 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.

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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

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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, People’s Republic of China.

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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.

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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.

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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.

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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.

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