Amended Statement of Ownership (sc 13g/a)
February 07 2022 - 6:17AM
Edgar (US Regulatory)
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. 4)*
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, 2021
(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
Jianfa Lai
|
2
|
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
|
3
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SEC Use Only
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4
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Citizenship or Place of Organization
People’s Republic of China
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
66,116,816 ordinary shares. See Item 4.
|
7
|
Sole Dispositive Power
33,598 ordinary shares. See Item 4.
|
8
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Shared Dispositive Power
66,116,816 ordinary shares. See Item 4.
|
9
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Aggregate Amount Beneficially Owned by Each Reporting Person
66,150,414 ordinary shares. See Item 4.
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
11
|
Percent of Class Represented by Amount in Row (9)
8.2%. See Item 4.
|
12
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Type of Reporting Person
IN
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|
|
|
|
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1
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Names of Reporting Persons
Zto Ljf 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
British Virgin Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
66,116,816 ordinary shares. See Item 4.
|
7
|
Sole Dispositive Power
0
|
8
|
Shared Dispositive Power
66,116,816 ordinary shares. See Item 4.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
66,116,816 ordinary shares. See Item 4.
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
11
|
Percent of Class Represented by Amount in Row (9)
8.2%. See Item 4.
|
12
|
Type of Reporting Person
CO
|
|
|
|
|
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Item 1(a).
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Name of Issuer:
|
ZTO Express (Cayman) Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Building One, No. 1685 Huazhi Road
Qingpu District, Shanghai, 201708
People’s 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
People’s Republic of China
Zto Ljf Holding Limited
Sea Meadow House, P.O. Box 116
Road Town, Tortola
British Virgin Islands
Jianfa Lai — People’s Republic
of China
Zto Ljf Holding Limited — British
Virgin Islands
|
Item 2(d).
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Title of Class of Securities:
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Class A ordinary shares, par value of $0.0001
per share (the “Class A Ordinary Shares”)
G9897K 105
|
Item 3.
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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
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, 2021:
Reporting Person
|
|
Amount beneficially owned
|
|
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Percent of class(1)
|
|
|
Sole power to vote or direct the vote
|
|
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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
|
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Jianfa Lai
|
|
|
66,150,414
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(2)
|
|
|
8.2
|
%
|
|
|
0
|
|
|
|
66,116,816
|
(2)
|
|
|
33,598
|
(2)
|
|
|
66,116,816
|
(2)
|
Zto Ljf Holding Limited
|
|
|
66,116,816
|
(3)
|
|
|
8.2
|
%
|
|
|
0
|
|
|
|
66,116,816
|
(3)
|
|
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0
|
|
|
|
66,116,816
|
(3)
|
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(1)
|
The percentage of the class of securities beneficially owned by each reporting person is based on 808,448,289 outstanding ordinary
shares as a single class, being the sum of 602,348,289 Class A Ordinary Shares (excluding (i) 6,811,546 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 11,683,474 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, 2021, assuming conversion of all Class B Ordinary Shares into Class A Ordinary
Shares.
|
|
(2)
|
Includes (i) 55,000,000 Class A Ordinary Shares held by Zto Ljf Holding Limited, among which, 48,250,000 Class A Ordinary Shares are
recorded on the Cayman share register of the Issuer, and the remaining 6,750,000 Class A Ordinary Shares are recorded under the name of
HKSCC Nominees Limited on the Hong Kong share register of the Issuer and are deposited into the Central Clearing and Settlement System
established and operated by Hong Kong Securities Clearing Company 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 Limited’s obligations under the loan agreement,
(iii) 5,000,000 restricted ADSs held by JPMorgan Chase Bank, N.A., as depositary bank, underlying 5,000,000 Class A Ordinary Shares held
by Zto Ljf Holding Limited pledged to Goldman Sachs International Bank, as lender under a loan agreement dated December 30, 2021, to secure
Zto Ljf Holding Limited’s obligations under the loan agreement, (iv) 116,816 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, and (v) 33,598
Class A ordinary shares held by Zto Es Holding Limited. Mr. Jianfa Lai is the sole director of Zto Ljf Holding Limited. Mr.
Jianfa Lai has the power to direct the sale of those 33,598 Class A ordinary shares held by Zto Es Holding Limited. Zto Ljf Holding Limited
is a British Virgin Islands company wholly owned by LJFA Holding Limited, which in turn is beneficially owned by The LJF Family Trust,
a trust established under the laws of Singapore and managed by Standard Chartered Trust (Singapore) Limited as trustee. Mr. Jianfa Lai
is the settlor of the LJF Family Trust and the beneficiaries of the trust are Mr. Jianfa Lai and his family members. The registered address
of Zto Ljf Holding Limited is Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands.
|
|
(3)
|
Includes (i) 55,000,000 Class A Ordinary Shares held by Zto Ljf Holding Limited, among which, 48,250,000 Class A Ordinary Shares are
recorded on the Cayman share register of the Issuer, and the remaining 6,750,000 Class A Ordinary Shares are recorded under the name of
HKSCC Nominees Limited on the Hong Kong share register of the Issuer and are deposited into the Central Clearing and Settlement System
established and operated by Hong Kong Securities Clearing Company 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 Limited’s obligations under the loan agreement,
(iii) 5,000,000 restricted ADSs held by JPMorgan Chase Bank, N.A., as depositary bank, underlying 5,000,000 Class A Ordinary Shares held
by Zto Ljf Holding Limited pledged to Goldman Sachs International Bank, as lender under a loan agreement dated December 30, 2021, to secure
Zto Ljf Holding Limited’s obligations under the loan agreement, and (iv)116,816 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.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable
|
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable
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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
Not applicable
LIST OF EXHIBITS
Exhibit 99.1 — Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G/A filed on February 13, 2020 by the reporting persons with the Securities and Exchange Commission)
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 7, 2022
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Jianfa Lai
|
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/s/ Jianfa Lai
|
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By:
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/s/ Jianfa Lai
|
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Name:
|
Jianfa Lai
|
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Title:
|
Director
|
[Signature Page to Schedule 13G/A]
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