SEC Form SC 13G/A filed by ZTO Express (Cayman) Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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. 5)*
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, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s 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).
| 1 |
Names of Reporting Persons Meisong Lai | |||
| 2 |
Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ | |||
| 3 |
SEC Use Only | |||
| 4 |
Citizenship or Place of Organization | |||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 |
Sole Voting Power | ||
| 6 |
Shared Voting Power | |||
| 7 |
Sole Dispositive Power | |||
| 8 |
Shared Dispositive Power | |||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | |||
| 11 |
Percent of Class Represented by Amount in Row (9) | |||
| 12 |
Type of Reporting Person | |||
2
| 1 |
Names of Reporting Persons Zto Lms Holding Limited | |||
| 2 |
Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ | |||
| 3 |
SEC Use Only | |||
| 4 |
Citizenship or Place of Organization | |||
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole
Voting Power | ||
| 6 |
Shared Voting Power | |||
| 7 |
Sole Dispositive Power | |||
| 8 |
Shared Dispositive Power | |||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | |||
| 11 |
Percent of Class Represented by Amount in Row (9) | |||
| 12 |
Type of Reporting Person | |||
Item 1(a). Name of Issuer:
ZTO Express (Cayman) Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
Building One, No. 1685 Huazhi Road
Qingpu District, Shanghai, 201708
People’s Republic of China
Item 2(a). Name of Person Filing:
Meisong Lai
Zto Lms Holding Limited
Item 2(b). Address of Principal Business Office, or, if none, Residence:
Meisong Lai
Building One, No. 1685 Huazhi Road
Qingpu District, Shanghai, 201708
People’s Republic of China
Zto Lms Holding Limited
Sea Meadow House, P.O. Box 116
Road Town, Tortola
British Virgin Islands
Item 2(c). Citizenship:
Meisong Lai — People’s Republic of China
Zto Lms Holding Limited — British Virgin Islands
3
Item 2(d). Title of Class of Securities:
Class A ordinary shares, par value of $0.0001 per share (“Class A Ordinary Shares”). The Issuer’s ordinary shares consist of Class A Ordinary Shares and Class B ordinary shares, par value of $0.0001 per share (“Class B Ordinary Shares”). The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights and voting rights. Each Class B Ordinary Share is convertible at the option of the holder at any time into one Class A Ordinary Share. Each Class B Ordinary Share is entitled to ten votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.
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, 2022:
| Reporting Person | Amount beneficially owned |
Percent of class(1) |
Sole power to vote or direct the vote |
Shared power to vote or to direct the vote |
Sole power to dispose or to direct the disposition of |
Shared power to dispose or to direct the disposition of |
||||||||||||||||||
| Meisong Lai | 213,784,481 | (2) | 26.4 | % | 4,020,334 | (2) | 209,764,147 | (2) | 964,765 | (2) | 209,764,147 | (2) | ||||||||||||
| Zto Lms Holding Limited | 209,764,147 | (3) | 25.9 | % | 0 | 209,764,147 | (3) | 0 | 209,764,147 | (3) | ||||||||||||||
| (1) | The percentage of the class of securities beneficially owned by each reporting person is based on 809,247,109 outstanding ordinary shares as a single class, being the sum of 603,147,109 Class A Ordinary Shares (excluding (i) 6,024,675 Class A Ordinary Shares issued and reserved for the purpose of the Issuer’s employee share holding platform, all shareholder rights attaching to which shares have been waived by the holder thereof, and (ii) the Issuer’s repurchase of 11,671,525 Class A Ordinary Shares in the form of American depositary shares (“ADSs”)) and 206,100,000 Class B Ordinary Shares outstanding as of December 31, 2022, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. |
| (2) | Includes (i) 206,100,000 Class B Ordinary Shares held by Zto Lms Holding Limited, (ii) 4,020,334 Class A Ordinary Shares held by Zto Es Holding Limited (“ZTO ES”) for purpose of the Issuer’s employee share holding platform and (iii) 3,664,147 ADSs of the Issuer (representing the same number of Class A Ordinary Shares) held by Zto Lms Holding Limited, 1,987,393 of which were vested from restricted share units held by Mr. Meisong Lai. Zto Lms Holding Limited is a British Virgin islands company wholly owned by LMS Holding Limited, which in turn is beneficially owned by The LMS Family Trust, a trust established under the laws of Singapore and managed by Standard Chartered Trust (Singapore) Limited as trustee. Mr. Meisong Lai is the settlor of The LMS Family Trust and the beneficiaries of the trust are Mr. Meisong Lai and his family members. Mr. Meisong Lai is the sole director of Zto Lms Holding Limited. The registered address of Zto Lms Holding Limited is Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands. |
4
The 206,100,000 Class B Ordinary Shares held by Zto Lms Holding Limited may be converted into 206,100,000 Class A Ordinary Shares at any time by the holder thereof. Mr. Meisong Lai is the sole director of Zto Lms Holding Limited.
The Issuer granted rights to receive dividends on, and to receive sale proceeds of, the 4,020,334 Class A Ordinary Shares held by ZTO ES to certain of the Issuer’s employees, of which 964,765 Class A Ordinary Shares were granted to Mr. Meisong Lai. ZTO ES remains the record holder of the 4,020,334 Class A Ordinary Shares and retains the voting rights with respect to these shares. Mr. Meisong Lai is the sole director of ZTO ES. Mr. Meisong Lai has the power to direct the disposition of the 964,765 Class A Ordinary Shares.
The voting power of the shares beneficially owned represent 77.6% of the total voting power of all outstanding ordinary shares of the Issuer. The percentage of voting power is calculated based on the voting power of all Class A Ordinary Shares and Class B Ordinary Shares as a single class as of December 31, 2022.
| (3) | Includes (i) 206,100,000 Class B Ordinary Shares held by Zto Lms Holding Limited, which may be converted into 206,100,000 Class A Ordinary Shares at any time by the holder thereof and (ii) 3,664,147 ADSs of the Issuer (representing the same number of Class A Ordinary Shares) held by Zto Lms Holding Limited, 1,987,393 of which were vested from restricted share units held by Mr. Meisong Lai. |
The voting power of the shares beneficially owned represent 77.5% of the total voting power of all outstanding ordinary shares of the Issuer.
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
5
LIST OF EXHIBITS
6
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 2, 2023
| Meisong Lai | ||
| /s/ Meisong Lai | ||
| Zto Lms Holding Limited | ||
| By: | /s /Meisong Lai | |
| Name: Meisong Lai | ||
| Title: Director | ||
[Signature Page to Schedule 13G/A]