Item 4 — Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: Due to an inadvertent oversight, the number of Class A Shares beneficially owned by each of Mr. Chow and Shaohan Joe Chou was misstated in the relevant transaction documents and the transaction statement on Schedule 13E-3. As of October 11, 2024, Mr. Chow beneficially owned 7,203,187 Class A Shares and Shaohan Joe Chou beneficially owned 4,511,395 Class A Shares. Based on such corrected numbers, as of October 11, 2024, the Rollover Shareholders collectively beneficially own 112,295,758 Class A Shares (including Class A Shares represented by ADSs, but excluding, for purpose of this calculation, the Class A Shares they may acquire through the exercise or vesting of Company Options and/or Company RSU Awards), 94,075,249 Class B Shares and 47,790,698 Class C Shares, which collectively represent approximately 67.4% of the total issued and outstanding shares in the Company and approximately 96.0% of the total voting power of the outstanding shares in the Company. As of the date of the Proxy Statement, the directors and executive officers of the Company hold an aggregate of 13,942,527 Class A Shares, nil Class B Share, 47,790,698 Class C Shares, and 1,228,500 Company Options or Company RSU Awards that are exercisable or will be vested within 60 days after the date of this proxy statement. As a result of these corrections to the Class A Shares respectively beneficially owned by Mr. Chow and Shaohan Joe Chou, the number of Class A Shares to be contributed by Rollover Investors under the Rollover and Contribution Agreement is 569,720 Class A Ordinary Shares lower than the number of shares previously assumed to be contributed by the Rollover Investors at the Effective Date of the Merger. Consequently, additional incremental cash funding is required to consummate the Merger, and the parties to the Interim Consortium Agreement and the Rollover and Contribution Agreement have agreed that, upon the terms of and subject to the conditions set forth in the Interim Consortium Agreement, the Rollover and Contribution Agreement and his Amended and Restated Equity Commitment Letter, Mr. Chou will now subscribe for 27,153,824 Parent Shares for a contribution of US$3,910,151 to cover this additional funding requirement. As further described below, the Amendment No. 1 to the Interim Consortium Agreement, the Amendment No. 1 to the Rollover and Contribution Agreement and the Amendment Agreement to Amended and Restated Equity Commitment Letter between Parent and Mr. Chou were entered into accordingly on March 7, 2025 to reflect such changes. On March 7, 2025 each of BEST Global Partners, Shao-Ning Johnny, Chou, George Chow and certain other parties under the Interim Consortium Agreement and each of Peng Chen, Jimei Liu, Mangli Zhang, Yanbing Zhang, Tao Liu, Xiaoqing Wang, Lili He, Bo Liu, Yidong Xu, Robert Zhu, Broad Street, MBD 2014, Stone Street, Bridge Street, Genesis Capital, CBLC, CCAP, CDIB and Shanghai Guangshi Investment Center (Limited Partnership) who entered into the Joinder Agreement to the Interim Consortium Agreement on October 11, 2024, executed and delivered an Amendment No.1 to the Interim Consortium Agreement, pursuant to which the parties thereunder replaced the Schedule I and the Schedule II of the Interim Consortium Agreement with new schedules listed thereunder. On March 7, 2025 each of BEST Global Partners, Shao-Ning Johnny, Chou, George Chow and certain other parties under the Rollover and Contribution Agreement and each of Peng Chen, Jimei Liu, Mangli Zhang, Yanbing Zhang, Tao Liu, Xiaoqing Wang, Lili He, Bo Liu, Yidong Xu, Robert Zhu, Broad Street, MBD 2014, Stone Street, Bridge Street, Genesis Capital, CBLC, CCAP, CDIB and Shanghai Guangshi Investment Center (Limited Partnership) who entered into the Joinder Agreement to the Rollover and Contribution Agreement on October 11, 2024, executed and delivered an Amendment No. 1 to the Rollover and Contribution Agreement, pursuant to which the parties thereunder replaced the Schedule B of the Rollover and Contribution Agreement with the new schedule listed thereunder. On March 7, 2025, each of Shao-Ning Johnny, Chen Hong, Denlux Logistics Technology Invest Inc., George Chow and Kiu Sau Hung executed and delivered an Amendment No. 1 to Amended and Restated Equity Commitment Letter, to replace the Schedule 1 of each respective Amended and Restated Equity Commitment Letter with the respective new schedule listed thereunder. On March 7, 2025 the Issuer and the Merger Sub filed the Plan of Merger with the Registrar of Companies of the Cayman Islands, which was registered by the Registrar of Companies of the Cayman Islands as of March 7, 2025, pursuant to which the Merger became effective on March 7, 2025 (the "Effective Time"). As a result of the Merger, the Issuer became a wholly owned subsidiary of Parent. At the Effective Time, (a) each share of the Iss