UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2023
Commission
File Number: 001-37922
ZTO Express (Cayman) Inc.
Building One, No. 1685 Huazhi Road
Qingpu District
Shanghai, 201708
People's Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x
Form 40-F ¨
Exhibit Index
Exhibit 99.1 – Next Day Disclosure Return dated December 1, 2023
Exhibit 99.2 – Announcement – Connected Transaction Provision of Financial Assistance
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ZTO Express (Cayman) Inc. |
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By |
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/s/ Huiping Yan |
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Name |
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Huiping Yan |
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Title |
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Chief Financial Officer |
Date: December 1, 2023
Exhibit 99.1
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Next Day Disclosure Return
(Equity issuer - changes in issued share capital and/or share buybacks)
Instrument: Equity issuer Status: New Submission
Name of Issuer: ZTO Express (Cayman) Inc. (A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
Date Submitted: 01 December 2023
Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Main Board Rules (the “Main Board
Listing Rules”) / rule 17.27A of the GEM Rules (the “GEM Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”)
Section I
1. Class of shares WVR ordinary shares Type of shares Other type (specify in description) Listed on SEHK (Note 11) Yes
Stock code (if listed) 02057 Description Class A Ordinary Shares
Issues of shares
(Notes 6 and 7) No. of shares
Issued shares as a %
of existing number of
issued shares before
relevant share issue
(Notes 4, 6 and 7)
Issue price per share
(Notes 1 and 7)
Closing market price per
share of the immediately
preceding business day
(Note 5)
% discount(-)/
premium of issue
price to market price
(Note 7)
Opening balance as at (Note 2) 29 November 2023 609,009,010
1). Repurchase of shares (or other securities) but not
cancelled
Repurchase of 658,495 American depository shares
(representing 658,495 class A ordinary shares) on
November 22, 2023 U.S. time
Date of changes 22 November 2023
658,495 % %
2). Repurchase of shares (or other securities) but not
cancelled
Repurchase of 160,524 American depository shares
(representing 160,524 class A ordinary shares) on
November 24, 2023 U.S. time
Date of changes 24 November 2023
160,524 % %
3). Repurchase of shares (or other securities) but not
cancelled
Repurchase of 579,998 American depository shares
579,998 % % |
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(representing 579,998 class A ordinary shares) on
November 27, 2023 U.S. time
Date of changes 27 November 2023
4). Repurchase of shares (or other securities) but not
cancelled
Repurchase of 338,369 American depository shares
(representing 338,369 class A ordinary shares) on
November 28, 2023 U.S. time
Date of changes 28 November 2023
338,369 % %
5). Repurchase of shares (or other securities) but not
cancelled
Repurchase of 503,119 American depository shares
(representing 503,119 class A ordinary shares) on
November 29, 2023 U.S. time
Date of changes 29 November 2023
503,119 % %
6). Repurchase of shares (or other securities) but not
cancelled
Repurchase of 1,842 American depository shares
(representing 1,842 class A ordinary shares) on
November 30, 2023 U.S. time
Date of changes 30 November 2023
1,842 % %
Closing balance as at (Note 8) 30 November 2023 609,009,010 |
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We hereby confirm to the best knowledge, information and belief that, in relation to each issue of securities as set out in Section I, it has been duly authorised by the board of directors of the
listed issuer and, insofar as applicable:
(Note 9)
(i) all money due to the listed issuer in respect of the issue of securities has been received by it;
(ii) all pre-conditions for the listing imposed by the Main Board Listing Rules / GEM Listing Rules under "Qualifications of listing" have been fulfilled;
(iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
(iv) all the securities of each class are in all respects identical (Note 10);
(v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance
has been made with other legal requirements;
(vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;
(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have purchased or agreed to be purchased by it and the purchase
consideration for all such property has been duly satisfied; and
(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the
Registrar of Companies.
Notes to Section I:
1. Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given.
2. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main
Board Rule 13.25B / GEM Rule 17.27B, whichever is the later.
3. Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. Each category
will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of
shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and
disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed
as 2 separate categories.
4. The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for such purpose
any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day
Disclosure Return.
5. Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as “closing market
price per share of the business day on which the shares were last traded”.
6. In the context of a repurchase of shares:
■ “issues of shares” should be construed as “repurchases of shares”; and |
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■ “issued shares as a % of existing number of shares before relevant share issue” should be construed as “repurchased shares as a % of existing number of shares before
relevant share repurchase”.
7. In the context of a redemption of shares:
■ “issues of shares” should be construed as “redemptions of shares”;
■ “issued shares as a % of existing number of shares before relevant share issue” should be construed as “redeemed shares as a % of existing number of shares before relevant
share redemption”; and
■ “issue price per share” should be construed as “redemption price per share”.
8. The closing balance date is the date of the last relevant event being disclosed.
9. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases.
10. “Identical” means in this context:
■ the securities are of the same nominal value with the same amount called up or paid up;
■ they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to
exactly the same sum (gross and net); and
■ they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
11. SEHK refers to Stock Exchange of Hong Kong. |
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Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1).
The issuer has Purchase report or additional information for issuer whose primary listing is on the Exchange
Section II
1. Class of shares WVR ordinary shares Type of shares Other type (specify in description) Listed on SEHK (Note) Yes
Stock code (if listed) 02057 Description Class A Ordinary Shares
A. Purchase report
Trading date Number of securities
purchased
Method of purchase
(Note)
Price per share or highest price
paid $ Lowest price paid $ Total paid $
1). 30 November 2023 1,842 On another stock exchange
New York Stock Exchange
USD 22.3 USD 22.09 USD 40,893.32
Total number of securities
purchased 1,842 Total paid $ USD 40,893.32
B. Additional information for issuer whose primary listing is on the Exchange
1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution) (a) 4,250,876
2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution
( (a) x 100 )/ Number of shares in issue
0.52 %
We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Main Board Listing Rules / GEM Listing Rules and that there
have been no material changes to the particulars contained in the Explanatory Statement dated May 10, 2023 which has been filed with the Exchange. We also confirm that any purchases set
out in A above which were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange.
Remarks: The "Exchange" mentioned in B above includes both The Stock Exchange of Hong Kong Limited and the New York Stock Exchange. The total number of issued and
outstanding shares on the date of the ordinary resolution referred to in B above was 817,117,539 (comprising 611,017,539 Class A ordinary shares and 206,100,000
Class B ordinary shares).
Note to Section II: Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.
Submitted by: Songfei LI
(Name)
Title: Joint Company Secretary
(Director, Secretary or other Duly Authorised Officer) |
Exhibit 99.2
Hong
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,
make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this announcement.
Under
our weighted voting rights structure, our share capital comprises Class A ordinary shares and Class B ordinary shares. Each
Class A ordinary share entitles the holder to exercise one vote, and each Class B ordinary share entitles the holder to exercise
10 votes, respectively, on all matters that require a shareholder’s vote. Shareholders and prospective investors should be aware
of the potential risks of investing in a company with a weighted voting rights structure. Our American depositary shares, each representing
one of our Class A ordinary shares, are listed on the New York Stock Exchange in the United States under the symbol ZTO.
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ZTO Express (Cayman)
Inc.
中通快遞(開曼)有限公司
(A
company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code:
2057)
CONNECTED
TRANSACTION
PROVISION
OF FINANCIAL ASSISTANCE
THE
LOAN EXTENSION AGREEMENT
On
December 1, 2023, the Lender, an indirect wholly-owned subsidiary of the Company, entered into the Loan Extension Agreement with
Zhongkuai Future City and Mr. Jilei WANG, pursuant to which the Lender agreed to continue to provide Zhongkuai Future City with
the Loan in the principal amount of RMB500,000,000 for a term of 36 months, with Mr. Jilei WANG as guarantor.
HONG
KONG LISTING RULES IMPLICATIONS
As
Zhongkuai Future City is held as to approximately 57% by Mr. Meisong LAI (an executive Director and controlling shareholder of the
Company) as of the date of this announcement, Zhongkuai Future City is an associate of Mr. Meisong LAI and thus a connected person
of the Company. Mr. Jilei WANG, an executive Director, is also a connected person of the Company. Therefore, the entering into of
the Loan Extension Agreement and the transactions contemplated thereunder constitutes a connected transaction of the Company under Chapter
14A of the Hong Kong Listing Rules in the form of financial assistance.
As
the highest applicable percentage ratio calculated pursuant to the Hong Kong Listing Rules in respect of the Loan Extension Agreement
and the transactions contemplated thereunder is more than 0.1% but less than 5%, the Loan Extension Agreement and the transactions contemplated
thereunder are subject to the reporting and announcement requirements but exempt from the independent Shareholders’ approval requirement
under Chapter 14A of the Hong Kong Listing Rules.
BACKGROUND
In December 2020,
the Lender, an indirect wholly-owned subsidiary of the Company, Zhongkuai Future City and Mr. Jilei WANG entered into the Original
Loan Agreement, pursuant to which the Lender provided the Original Loan in the amount of RMB500,000,000 to Zhongkuai Future City for
a term of 36 months with Mr. Jilei WANG as guarantor. As the Original Loan Agreement was entered into before the Primary Conversion,
the entering into of such agreement and transactions contemplated thereunder was not subject to the requirements under Chapter 14 and
Chapter 14A of the Hong Kong Listing Rules at the time of the agreement.
After arm’s
length negotiation, on December 1, 2023, the Lender, Zhongkuai Future City and Mr. Jilei WANG entered into the Loan Extension
Agreement, pursuant to which the Lender agreed to continue to provide Zhongkuai Future City with the Loan in the principal amount of
RMB500,000,000 for a term of 36 months, with Mr. Jilei WANG as guarantor.
PRINCIPAL TERMS OF THE LOAN EXTENSION
AGREEMENT
The principal terms of the Loan Extension
Agreement are set out below:
Date | : |
December 1, 2023 |
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Parties | : |
(1) the
Lender (as the lender); |
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(2) Zhongkuai
Future City (as the borrower); and |
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(3) Mr. Jilei
WANG (as the guarantor). |
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Principal Amount | : |
RMB500,000,000 |
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Term | : |
A fixed term
of 36 months, from December 4, 2023 to December 3, 2026 |
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Interest Rate | : |
The interest rate on the Loan is
5% per annum, which shall accrue from December 4, 2023. The interest amount shall
be paid together with the repayment of the principal amount on the maturity date of the Loan
(i.e., December 3, 2026). |
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Early repayment term | : |
The principal amount of the Loan,
together with all interest accrued, shall be repayable in full on the maturity date
of the Loan. Zhongkuai Future City may repay the Loan early with prior notice to the Lender. |
Guarantee: |
: | Mr. Jilei WANG agreed to
provide joint and several liability guarantee in favor of the Lender in respect of the
obligations of Zhongkuai Future City under the Loan Extension Agreement for a term of two years
from the due date of the Loan under the Loan Extension Agreement. |
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Default |
: | If Zhongkuai
Future City is in breach of the Loan Extension Agreement, the Lender is entitled to declare
that all outstanding amount under the Loan Extension Agreement becomes due immediately, to
request Zhongkuai Future City to pay all principal and interest due under the Loan Extension
Agreement and to claim damages. |
The Group will
finance the Loan with the Group’s internal resources.
INFORMATION
ON RELEVANT PARTIES
The Group
The Company was
incorporated under the laws of Cayman Islands on April 8, 2015. The securities of the Company are dual-primary listed on the NYSE
and the Hong Kong Stock Exchange. The Group is principally engaged in express delivery services in the PRC through a nationwide network
partner model.
The Lender is an
indirect wholly-owned subsidiary of the Company established under the laws of the PRC and principally engaged in the business of providing
technical support and consulting services.
Zhongkuai Future
City
Zhongkuai Future
City is a company established under the laws of the PRC and is principally engaged in real estate development and operation. As at the
date of this announcement, Zhongkuai Future City is held as to (i) approximately 57% by Mr. Meisong LAI, an executive Director
and controlling shareholder of the Company, (ii) approximately 16% by Mr. Jianfa LAI, a substantial shareholder of ZTO Express
Co. Ltd. (a consolidated affiliated entity of the Company), (iii) approximately 12% by Mr. Jilei WANG, an executive Director
of the Company, (iv) approximately 10% by Mr. Jianchang LAI, a brother-in-law of Mr. Meisong LAI, and (v) approximately
5% by Mr. Zengqun ZHANG, a third party independent of the Company and its connected persons.
The Guarantor
Mr. Jilei
WANG is an executive Director and is interested in approximately 6.93% of the Class A ordinary shares in issue as of the date of
this announcement.
REASONS FOR
AND BENEFITS OF THE LOAN EXTENSION AGREEMENT
The terms of the
Loan Extension Agreement, including the interest rate applicable, were negotiated and arrived at after arm’s length negotiations
among the parties, having taken into account the prevailing market interest rates in the PRC and practices. The Loan Extension Agreement
was entered into by the Lender having regard to (i) the good financial position and the existing cash surplus of the Group; (ii) the
interest income per annum to be generated by the transactions contemplated under the Loan Extension Agreement being more favorable than
that offered by commercial banks in the PRC for fixed deposit for similar terms; (iii) the low credit risk of the Loan considering
that Zhongkuai Future City is controlled by Mr. Meisong LAI, who is an executive Director and controlling shareholder of the Company
and is interested in approximately 0.82% of the Class A ordinary shares and 100% of the Class B ordinary shares in issue (collectively
representing approximately 77.34% of voting rights in the Shares) as of the date of this announcement, and (iv) the joint and several
liability guarantee provided by Mr. Jilei WANG, who is an executive Director and is interested in approximately 6.93% of the Class A
ordinary shares in issue as of the date of this announcement.
In view of the
above, the Directors (including the independent non-executive Directors) consider that the terms of the Loan Extension Agreement have
been made on normal commercial terms, are fair and reasonable and in the interests of the Company and its shareholders as a whole. Although
the provision of the Loan is not conducted in the ordinary and usual course of business of the Group, the Directors (including the independent
non-executive Directors) are of the view that the provision of financial assistance to Zhongkuai Future City under the Loan Extension
Agreement will enhance the Group’s utilization of surplus cash and generate a stable income for the Group.
HONG KONG LISTING
RULES IMPLICATIONS
As Zhongkuai Future
City is held as to approximately 57% by Mr. Meisong LAI (an executive Director and controlling shareholder of the Company) as of
the date of this announcement, Zhongkuai Future City is an associate of Mr. Meisong LAI and thus a connected person of the Company.
Mr. Jilei WANG, an executive Director, is also a connected person of the Company. Therefore, the entering into of the Loan Extension
Agreement and the transactions contemplated thereunder constitutes a connected transaction of the Company under Chapter 14A of the Hong
Kong Listing Rules in the form of financial assistance.
As the highest
applicable percentage ratio calculated pursuant to the Hong Kong Listing Rules in respect of the Loan Extension Agreement and the
transactions contemplated thereunder is more than 0.1% but less than 5%, the Loan Extension Agreement and the transactions contemplated
thereunder are subject to the reporting and announcement requirements but exempt from the independent Shareholders’ approval requirement
under Chapter 14A of the Hong Kong Listing Rules.
Each of Mr. Meisong
LAI (as the controlling shareholder of Zhongkuai Future City) and Mr. Jilei WANG (as equity holder of Zhongkuai Future City and
the guarantor under the Loan Extension Agreement), is or may be perceived to have a material interest in the Loan Extension Agreement,
and as a result has abstained from voting on the resolutions of the Board approving the Loan Extension Agreement. Other than the aforesaid
Directors, no other Directors have a material interest in the Loan Extension Agreement or are required to abstain from voting on the
resolutions of the Board approving the transactions under the Loan Extension Agreement.
DEFINITIONS
In
this announcement, unless the context otherwise requires, the following terms shall have the following meanings:
“associate(s)” |
has the meaning ascribed to it under
the Hong Kong Listing Rules |
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“Board” |
the board of Directors |
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“Class A ordinary
shares” |
Class A ordinary shares of the share capital of
the Company with a par value of US$0.0001 each, giving a holder of a Class A ordinary share one vote per share on any
resolution tabled at the Company’s general meeting |
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“Class B ordinary
shares” |
Class B ordinary shares of the share capital of
the Company with a par value of US$0.0001 each, conferring weighted voting rights in the Company such that a holder of a Class B
ordinary share is entitled to 10 votes per share on any resolution tabled at the Company’s general meeting |
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“Company” |
ZTO Express (Cayman) Inc., a company incorporated in
the Cayman Islands on April 8, 2015 as an exempted company and, where the context requires, its subsidiaries and consolidated
affiliated entities from time to time |
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“connected person(s)” |
has the meaning ascribed to it under the Hong Kong
Listing Rules |
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“controlling shareholder” |
has the meaning ascribed to it under the Hong Kong
Listing Rules |
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“Director(s)” |
the director(s) of the Company |
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“Group” |
the Company, subsidiaries and consolidated affiliated
entities from time to time |
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“Hong Kong Listing
Rules” |
the Rules Governing the Listing of Securities
on the Hong Kong Stock Exchange, as amended or supplemented from time to time |
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“Hong Kong Stock
Exchange” |
The Stock Exchange of Hong Kong Limited |
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“Lender” |
上海中通吉網絡技術有限公司(Shanghai
Zhongtongji Network Technology Co., Ltd.), an indirect wholly-owned subsidiary of the Company |
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“Loan” |
the loan in the principal amount of RMB500,000,000
provided by the Lender to Zhongkuai Future City under the Loan Extension Agreement |
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“Loan Extension Agreement”
|
the loan extension agreement dated December 1,
2023 entered into among the Lender as the lender, Zhongkuai Future City as the borrower and Mr. Jilei WANG as the guarantor |
“NYSE” |
New York Stock Exchange |
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“Original Loan” |
the loan made by the Lender to Zhongkuai Future City
in the principal amount of RMB500,000,000 pursuant to the terms of the Original Loan Agreement |
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“Original Loan Agreement” |
the loan agreement entered into on December 3,
2020 among the Lender as the lender, Zhongkuai Future City as the borrower and Mr. Jilei WANG as the guarantor in respect
of the Original Loan |
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“PRC” |
the People’s Republic of China |
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“Primary Conversion” |
the Company’s voluntary conversion of its secondary
listing status in Hong Kong to dual primary listing on the Hong Kong Stock Exchange, which took effect on May 1, 2023 |
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“RMB” |
Renminbi, the lawful currency of China |
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“Share(s)” |
the Class A ordinary shares and Class B ordinary
shares in the share capital of the Company, as the context so requires |
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“Shareholder(s)” |
the holder(s) of the Share(s), where the context
requires, ADSs |
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“subsidiary(ies)” |
has the meaning ascribed to it under the Hong Kong
Listing Rules |
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“substantial shareholder” |
has the meaning ascribed to it under the Hong Kong
Listing Rules |
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“US$” |
United States dollars, the lawful currency of the United
States of America |
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“Zhongkuai Future City” |
中快(桐廬)未來城產業發展有限公司(Zhongkuai
(Tonglu) Future City Industrial Development Co., Ltd.), a company established under the laws of the PRC |
The
English names of the PRC entities referred to in this announcement are translations from their Chinese names and are for identification
purposes only.
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By order of the Board ZTO Express (Cayman) Inc. Meisong
LAI Chairman |
Hong Kong, December 1, 2023
As
at the date of this announcement, the board of directors of the Company comprises Mr. Meisong
LAI as the chairman and executive director, Mr. Jilei WANG and Mr. Hongqun
HU as executive directors, Mr. Xing LIU and Mr. Xudong
CHEN as non-executive directors, Mr. Frank Zhen WEI, Mr. Qin
Charles HUANG, Mr. Herman YU, Mr. Tsun-Ming
(Daniel) KAO and Ms. Fang XIE as independent non-executive directors.
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