20-F: BEST Inc. Details Securities Registered Under Exchange Act in 20-F Filing

BEST Inc.'s 20-F filing details the company's registered securities, including Class A ordinary shares and American depositary shares (ADSs), as of December 31, 2023.

Summary

• BEST Inc., an exempted company in the Cayman Islands, registered its Class A ordinary shares and American depositary shares (ADSs) on the New York Stock Exchange as of December 31, 2023.
• Each ADS represents twenty Class A ordinary shares.
• The company's affairs are governed by its ninth amended memorandum and articles of association and the Companies Act of the Cayman Islands.
• Shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares.
• The company's outstanding share capital consists of Class A, Class B, and Class C ordinary shares with different voting rights: Class A (1 vote), Class B (15 votes), and Class C (30 votes) per share.
• Dividends can be declared by the board of directors from profit or share premium account, provided the company can pay its debts.
• Shareholders have limited rights to requisition a general meeting or put proposals before a general meeting, as defined in the articles of association.
• The company is subject to reporting and informational requirements of the Exchange Act as applicable to foreign private issuers.
• The company follows home country practice for certain corporate governance practices which may differ from the Corporate Governance Rules of the New York Stock Exchange.
• The depositary bank for the ADSs is Citibank, N.A., with custodian services provided by Citibank, N.A. Hong Kong.
• ADS holders generally have the right to receive distributions and instruct the depositary bank to exercise voting rights for the Class A ordinary shares represented by their ADSs.
• ADS holders are required to pay fees for services such as issuance, cancellation, and distribution of dividends.
• The deposit agreement can be amended by the company and the depositary bank without ADS holder consent, but holders will receive 30 days' notice of modifications that materially prejudice their rights.
• The deposit agreement and ADRs are governed by New York law, while the company's obligations to holders of Class A ordinary shares are governed by the laws of the Cayman Islands.

Sentiment

Score: 5

Explanation: The document is neutral in sentiment as it is a factual description of the company's securities registration and related legal matters. It does not express any positive or negative opinions about the company's performance or prospects.

Positives

• Shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares.
• ADS holders generally have the right to receive distributions and instruct the depositary bank to exercise voting rights for the Class A ordinary shares represented by their ADSs.

Negatives

• The company follows home country practice for certain corporate governance practices which may differ from the Corporate Governance Rules of the New York Stock Exchange.
• ADS holders are subject to fees for services like issuance, cancellation, and dividend distribution, up to US$5 per ADS held.
• The deposit agreement can be amended by the company and the depositary bank without ADS holder consent, but holders will receive 30 days' notice of modifications that materially prejudice their rights.

Risks

• The Cayman Companies Act differs from laws applicable to U.S. corporations and their shareholders.
• Some provisions of the articles of association may discourage, delay or prevent a change in control of the company or management that shareholders may consider favorable.
• The ability of the depositary bank to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit.
• The depositary bank disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement.
• The depositary bank disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in Class A ordinary shares, for the validity or worth of the Class A ordinary shares, for any tax consequences that result from the ownership of ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of our notices or for our failure to give notice.

Future Outlook

The document does not contain any specific forward-looking statements or guidance regarding financial performance or operational targets.

Industry Context

This announcement is a standard regulatory filing for a company listed on the NYSE, providing transparency regarding its share structure and shareholder rights. It does not offer specific insights into the company's competitive positioning or strategic direction within the logistics and supply chain industry.

Comparison to Industry Standards

• The document does not provide enough information to assess BEST Inc.'s results in the context of global benchmarks.
• The document does not provide enough information to compare BEST Inc. to specific comparable companies, projects, and results.

Stakeholder Impact

• The document outlines the rights and obligations of shareholders, including ADS holders, which is relevant to their investment decisions.
• The document provides information about the company's corporate governance structure, which is relevant to stakeholders interested in the company's management and oversight.

Key Dates

Keywords

ADS, ordinary shares, securities, deposit agreement, Cayman Islands, BEST Inc, voting rights, dividends, shareholders