UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

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, 2018

(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 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)

o

 

 

(b)

o

 

3

SEC Use Only

 

4

Citizenship or Place of Organization
People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
6,327,632 ordinary shares. See Item 4.

6

Shared Voting Power
206,100,000 ordinary shares. See Item 4.

7

Sole Dispositive Power
2,984,484 ordinary shares. See Item 4.

8

Shared Dispositive Power
206,100,000 ordinary shares. See Item 4.

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
212,427,632 ordinary shares. See Item 4.

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

11

Percent of Class Represented by Amount in Row (9)
27.0%. See Item 4.

 

12

Type of Reporting Person
IN

 

2

 

 

1

Names of Reporting Persons
Zto Lms Holding Limited

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

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
206,100,000 ordinary shares. See Item 4.

7

Sole Dispositive Power
0

8

Shared Dispositive Power
206,100,000 ordinary shares. See Item 4.

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
206,100,000 ordinary shares. See Item 4.

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

11

Percent of Class Represented by Amount in Row (9)
26.2%. See Item 4.

 

12

Type of Reporting Person
CO

 

3

 

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

Sertus Chambers, P.O. Box 905

Quastisky Building, Road Town

Tortola, British Virgin Islands

 

Item 2(c).      Citizenship:

 

Meisong Lai — People’s Republic of China

 

Zto Lms Holding Limited — British Virgin Islands

 

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

 

4

 

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, 2018:

 

 

 

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

 

212,427,632

(2)

27.0

%

6,327,632

(2)

206,100,000

(2)

2,984,484

(2)

206,100,000

(2)

Zto Lms Holding Limited

 

206,100,000

(3)

26.2

%

0

 

206,100,000

(3)

0

 

206,100,000

(3)

 

(1)         The percentage of the class of securities beneficially owned by each reporting person is based on 785,463,859 outstanding ordinary shares as a single class, being the sum of 579,363,859 Class A Ordinary Shares (excluding (i) 9,682,255 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 16,121,437 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, 2018, 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) 403,333 Class A Ordinary Shares, in the form of ADSs, vested from restricted share units held by Mr. Meisong Lai, (iii) 4,247,545 Class A Ordinary Shares held by Zto Es Holding Limited (“ZTO ES”) for purpose of the Issuer’s employee share holding platform and (iv) 1,676,754 ADSs of the Issuer (representing the same number of Class A Ordinary Shares) held by Zto Tjy Holding Limited, the holding vehicle of an employee of the Issuer.

 

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 4,247,545 Class A Ordinary Shares held by ZTO ES to certain of the Issuer’s employees, of which 904,397 Class A Ordinary Shares were granted to Mr. Meisong Lai. ZTO ES remains the record holder of the 4,247,545 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 904,397 Class A Ordinary Shares.

 

According to a written document signed by Mr. Meisong Lai and Zto Tjy Holding Limited, in December 2016, Zto Tjy Holding Limited purchased a total of 1,676,754 ADSs on the open market on behalf of Mr. Lai and pursuant to Mr. Lai’s instruction, and Mr. Lai has the sole voting and dispositive power with respect to those ADSs.

 

The voting power of the shares beneficially owned represent 78.3% 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, 2018.

 

(3)         Represented by 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.

 

The voting power of the shares beneficially owned represent 78.1% 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

 

Exhibit 99.1* — Joint Filing Agreement, dated February 14, 2017

 

*              Previously filed

 

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 14, 2019

 

 

 

Meisong Lai

 

 

 

 

 

/s/ Meisong Lai

 

 

 

 

 

 

 

 

Zto Lms Holding Limited

 

 

 

 

 

 

 

By:

/s/ Meisong Lai

 

Name:

Meisong Lai

 

Title:

Director

 

7