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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ZTO Express (Cayman) Inc.
(Name of Issuer)
Class A ordinary shares, par value of $0.0001 per share
(Title of Class of Securities)
G9897K 105
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Item 1(a). Name of Issuer:
ZTO Express (Cayman) Inc.
Item 1(b). Address of Issuers Principal Executive Offices:
Building One, No. 1685 Huazhi Road
Qingpu District, Shanghai, 201708
Peoples Republic of China
Item 2(a). Name of Person Filing:
Jianfa Lai
Zto Ljf Holding Limited
Item 2(b). Address of Principal Business Office, or, if none, Residence:
Jianfa Lai
Building One, No. 1685 Huazhi Road
Qingpu District, Shanghai, 201708
Peoples Republic of China
Zto Ljf Holding Limited
Sertus Chambers, P.O. Box 905
Quastisky Building, Road Town
Tortola, British Virgin Islands
Item 2(c). Citizenship:
Jianfa Lai Peoples Republic of China
Zto Ljf Holding Limited British Virgin Islands
Item 2(d). Title of Class of Securities:
Class A ordinary shares, par value of $0.0001 per share (the Class A Ordinary Shares)
Item 2(e). CUSIP No.:
G9897K 105
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing is a:
Not applicable
Item 4. Ownership:
The following information with respect to the ownership of the Class A Ordinary Shares by each of the reporting persons is provided as of December 31, 2019:
Reporting
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Amount beneficially
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Percent
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Sole power
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Shared power to vote
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Sole power to
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Shared power to
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Jianfa Lai |
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66,402,842 |
(2) |
8.5 |
% |
0 |
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66,402,842 |
(2) |
0 |
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66,402,842 |
(2) |
Zto Ljf Holding Limited |
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66,402,842 |
(3) |
8.5 |
% |
0 |
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66,402,842 |
(3) |
0 |
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66,402,842 |
(3) |
(1) The percentage of the class of securities beneficially owned by each reporting person is based on 781,947,464 outstanding ordinary shares as a single class, being the sum of 575,847,464 Class A Ordinary Shares (excluding (i) 8,485,046 Class A Ordinary Shares issued and reserved for the purpose of the Issuers employee share holding platform, all shareholder rights attaching to which shares have been waived by the holder thereof, and (ii) the Issuers repurchase of 13,118,605 Class A Ordinary Shares in the form of American depositary shares (ADSs)) and 206,100,000 Class B ordinary shares, par value of $0.0001 per share, of the Issuer (Class B Ordinary Shares) outstanding as of December 31, 2019, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
(2) Includes (i) 60,000,000 Class A Ordinary Shares held by Zto Ljf Holding Limited, (ii) 6,000,000 restricted ADSs held by JPMorgan Chase Bank, N.A., as depositary bank, underlying 6,000,000 Class A Ordinary Shares held by Zto Ljf Holding Limited pledged to Citibank, N.A., Singapore, as lender under a loan agreement dated December 6, 2019, to secure Zto Ljf Holding Limiteds obligations under the loan agreement and (iii) 402,842 Class A Ordinary Shares, in the form of ADSs, held by Zto Ljf Holding Limited and vested from restricted share units held by Mr. Jianfa Lai.
(3) Includes (i) 60,000,000 Class A Ordinary Shares held by Zto Ljf Holding Limited, (ii) 6,000,000 restricted ADSs held by JPMorgan Chase Bank, N.A., as depositary bank, underlying 6,000,000 Class A Ordinary Shares held by Zto Ljf Holding Limited pledged to Citibank, N.A., Singapore, as lender under a loan agreement dated December 6, 2019, to secure Zto Ljf Holding Limiteds obligations under the loan agreement and (iii) 402,842 Class A Ordinary Shares, in the form of ADSs, held by Zto Ljf Holding Limited and vested from restricted share units held by Mr. Jianfa Lai.
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
Not applicable
Item 8. Identification and Classification of Members of the Group:
Not applicable
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certifications:
Not applicable
SIGNATURE
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.
Dated: February 13, 2020
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Jianfa Lai |
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/s/ Jianfa Lai |
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Zto Ljf Holding Limited |
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By: |
/s/ Jianfa Lai |
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Name: |
Jianfa Lai |
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Title: |
Director |
[Signature Page to Schedule 13G/A]
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value of $0.0001 per share, of ZTO Express (Cayman) Inc., a Cayman Islands exempted company, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2020.
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Jianfa Lai |
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/s/ Jianfa Lai |
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Zto Ljf Holding Limited |
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By: |
/s/ Jianfa Lai |
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Name: |
Jianfa Lai |
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Title: |
Director |
[Signature page to joint filing agreement to Schedule 13G/A]