As filed with the Securities and Exchange Commissionon September 3, 2024
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIESACT OF 1933
ZTO Express(Cayman) Inc.
(Exact name of registrant as specified in itscharter)
Cayman Islands Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Building One, No. 1685 Huazhi Road,
Qingpu District, Shanghai, 201708
People's Republic of China
Telephone: (86 21) 5980 4508
(Address, including zip code, and telephonenumber, including area code, of
registrant's principal executive offices)
2024Share Incentive Plan
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Telephone: +1-800-221-0102
(Name, address, including zip code, and telephonenumber, including area code,
of agent for service)
Indicate by check mark whether the registrant is a large acceleratedfiler, an
accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of "large accelerated filer,"
"accelerated filer," "smaller reporting company" and "emerging growthcompany"
in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
x ..
Non-accelerated filer Smaller reporting company
.. ..
Emerging growth company
..
Ifan emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complyingwith any new or
revised financial accounting standards† provided pursuant to Section
7(a)(2)(B) of the Securities Act.
..
Copies to:
Huiping Yan Haiping Li, Esq.
Chief Financial Officer Skadden, Arps, Slate, Meagher & Flom LLP
ZTO Express (Cayman) Inc. c/o 42/F, Edinburgh Tower, The Landmark
Building One, No. 1685 Huazhi Road, 15 Queen's Road Central
Qingpu District, Shanghai, 201708 Hong Kong
People's Republic of China +852 3740
+86 -4700
21 5980-4508
EXPLANATORY NOTE
This
registration statement is filed by ZTO Express (Cayman) Inc. (the
"Registrant") to register the maximum aggregate numberof 30,000,000 Class A
ordinary shares underlying all awards that may be granted under the 2024 Share
Incentive Plan (the "Plan").The shares that may be delivered pursuant to the
awards under the Plan will be in the form of shares or ADSs (each ADS
representing oneClass A ordinary share) that are purchased in the open market
by a third party trust from time to time in connection with the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the Section 10(a)
prospectusis omitted from this registration statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "SecuritiesAct") and the
Note to Part I of Form S-8. The documents containing information specified in
this Part I will be separatelyprovided to the participants covered by the
Plan, as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by theRegistrant with the Securities
and Exchange Commission (the "Commission") are incorporated by reference
herein:
(a) The Registrant's
annual report on Form 20-F for the year ended December 31, 2023
(File No. 001-37922) filed with the Commission on April 19, 2024
pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); and
(b) The description of the Registrant's Class A ordinary shares set forth under
"Description of Share Capital" in the Registrant's registration statement on
Form F-1 (File No. 333-213882) initially filed
with the Commission on September 30, 2016
, including any amendment and report subsequently
filed for the purpose of updating that description.
All documents subsequently filed by the Registrantpursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, after the date of this registration
statement and prior to thefiling of a post-effective amendment to this
registration statement which indicates that all securities offered have been
sold or whichderegisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and tobe part
hereof from the date of filing of such documents. Any statement in a document
incorporated or deemed to be incorporated by referencein this registration
statement will be deemed to be modified or superseded to the extent that a
statement contained in this registrationstatement or in any other later filed
document that also is or is deemed to be incorporated by reference modifies or
supersedes such statement.Any such statement so modified or superseded will
not be deemed, except as so modified or superseded, to be a part of this
registrationstatement.
2
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
CaymanIslands law does not limit the extent to which a company's articles of
association may provide for indemnification of directorsand officers, except
to the extent any such provision may be held by the Cayman Islands courts to
be contrary to public policy, such asto provide indemnification against civil
fraud or the consequences of committing a crime. The Registrant's currently
effective
fourthamended and restated articles of association, adopted by its
shareholders on April 14, 2023 and effective on May 1, 2023, providesthat the
Registrant shall indemnify its directors and officers against all actions,
proceedings, costs, charges, expenses, losses, damagesor liabilities incurred
or sustained by such persons, other than by reason of such persons' own
dishonesty, wilful default or fraud,in or about the conduct of the
Registrant's business or affairs (including as a result of any mistake of
judgment) or in the executionor discharge of their duties, powers, authorities
or discretions, including without prejudice to the generality of the
foregoing, anycosts, expenses, losses or liabilities incurred by such persons
in defending (whether successfully or otherwise) any civil proceedingsconcerning
the Registrant or its affairs in any court whether in the Cayman Islands or
elsewhere.
Pursuant to the indemnification agreements, theform of which was filed as
Exhibit 10.2 to the Registrant's registration statement on Form F-1, as
amended (File No. 333-213882),the Registrant has agreed to indemnify its
directors and officers against certain liabilities and expenses incurred by
such persons inconnection with claims made by reason of their being such a
director or officer.
Insofar as indemnification for liabilities arisingunder the Securities Act may
be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions,the Registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in theSecurities Act and is therefore unenforceable.
The Registrant also maintains a directors and officersliability insurance
policy for its directors and officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the Index to Exhibits attached hereto.
Item 9. Undertakings
(a) Theundersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
3
(ii) to reflect in the prospectus any facts or events arising after the effective
date of this registration statement (or the most recentpost-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forthin this registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed
in the registration statementor any material change to that information in the registration statement;
provided
,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to
be included in apost-effective amendment by those paragraphs is contained in reports filed
with or furnished to the Commission by the Registrant pursuantto Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed tobe a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall bedeemed to be the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at thetermination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filingof the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act
(and, where applicable,each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporatedby
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controllingpersons
of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of theCommission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the eventthat a
claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by adirector,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted bysuch director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinionof its counsel
the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whethersuch indemnification
by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudicationof such issue.
4
EXHIBIT INDEX
Exhibit Number Description
4.1 Fourth Amended and Restated Memorandum and
Articles of Association of the Registrant adopted
on April 14, 2023 and effective May 1, 2023
(incorporated herein by reference to Exhibit
1.2 to Form 20-F (File No. 001-37922), filed
with the Commission on April 20, 2023)
4.2 Registrant's Specimen Certificate for
Class A Ordinary Shares (incorporated
herein by reference to Exhibit 4.2 to
the registration statement on Form F-1
/A (File No. 333-213882), filed with
the Commission on October 14, 2016)
4.3 Deposit Agreement among the Registrant, the
depositary and holders of the American Depositary
Receipts (incorporated herein by reference to
Exhibit 4.3 to Form S-8 (File No. 333-222519),
filed with the Commission on January 12, 2018)
4.4 Amendment No. 1 to Deposit Agreement between the Registrant, the depositary
and holders of the American Depositary Receipts (incorporated by
reference to Exhibit (a)(2) of the registration statement on Form F-6
(File No. 333-276561), filed with the Commission on January 18, 2024)
5.1* Opinion of Maples and Calder (Hong Kong) LLP, regarding the
validity of the Class A ordinary shares being registered
10.1 English translation
of 2024 Share Incentive Plan (incorporated
herein by reference to Exhibit 4.2
to Form 20-F (File No. 001-37922), filed
with the Commission on April 19, 2024)
23.1* Consent of Deloitte Touche Tohmatsu Certified Public Accountants
LLP, an independent registered public accounting firm
23.2* Consent of Maples and Calder (Hong
Kong) LLP (included in Exhibit 5.1)
24.1* Power of Attorney (included on signature page hereto)
107* Filing Fee Table
* Filed herewith.
5
SIGNATURES
Pursuantto the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe thatit meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalfby the undersigned, thereunto
duly authorized, in
Shanghai, China, on September 3, 2024.
ZTO Express (Cayman) Inc.
By: /s/ Meisong Lai
Name: Meisong Lai
Title: Chairman and Chief Executive Officer
6
POWER OF ATTORNEY
KNOWALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, severally and not jointly, eachof Mr. Meisong
Lai and M
s. Huiping Yan, with full power to act alone, as his or her true and lawful
attorney-in-fact,with the power of substitution, for and in such person's
name, place and stead, in any and all capacities, to sign any and all
amendments(including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other
documentsin connection therewith, with the Securities and Exchange Commission,
granting unto each said attorney-in-fact full power and authorityto do and
perform each and every act and thing requisite and necessary to be done as
fully to all intents and purposes as he or she mightor could do in person,
hereby ratifying and confirming all that each said attorney-in-fact may
lawfully do or cause to be done by virtuehereof.
Pursuant to the requirements of the SecuritiesAct of 1933, as amended, this
registration statement has been signed on September 3, 2024 by the following
persons in the capacitiesindicated.
Signature Title
/s/ Meisong Lai Chairmanand Chief Executive Officer
Meisong Lai (Principal Executive Officer)
/s/ Jilei Wang Director
Jilei Wang
/s/ Hongqun Hu Director
Hongqun Hu
/s/ Xudong Chen Director
Xudong Chen
/s/ Xing Liu Director
Xing Liu
/s/ Frank Zhen Wei Director
Frank Zhen Wei
/s/ Qin Charles Huang Director
Qin Charles Huang
/s/ Herman Yu Director
Herman Yu
/s/ Tsun-Ming (Daniel) Kao Director
Tsun-Ming (Daniel) Kao
/s/ Fang Xie Director
Fang Xie
/s/ Huiping Yan Chief FinancialOfficer
Huiping Yan (Principal Financial Officer)
7
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THEUNITED STATES
Pursuant to the Securities Act of 1933, as amended,the undersigned, the duly
authorized representative in the United States of ZTO Express (Cayman) Inc.,
has signed this registration statementor amendment thereto in New York, New
York on September 3, 2024.
Authorized U.S. Representative Cogency Global Inc.
By: /s/ Collen A. De Vries
Name: Collen A. De Vries
Title: Senior Vice President
8
Exhibit 5.1
Ref: KKZ/704613-000005/29985290v3
Email Karen.Zhangpallaras@maples.com
ZTO Express (Cayman) Inc.
Building One, No. 1685 Huazhi Road,
Qingpu District, Shanghai, 201708
People's Republic of China
3 September 2024
Dear Sir or Madam
ZTO Express (Cayman) Inc. (the "Company")
We have acted as Cayman Islands legal counselto the Company in connection with
a registration statement on Form S-8 to be filed with the Securities and
Exchange Commission (the"
Commission
") on 3 September 2024 (the "
Registration Statement
", which term does not include anyother document or agreement whether or not
specifically referred to therein or attached as an exhibit or schedule
thereto) relating tothe registration under the United States Securities Act of
1933, as amended, (the "
Securities Act
") of class A ordinaryshares, par value US$0.0001 per share (the "
Shares
"), to be delivered by the Company pursuant to the Company's 2024
ShareIncentive Plan (the "
Plan
", which term does not include any other document or agreement whether or not
specifically referredto therein or attached as an exhibit or schedule thereto).
For the purposes of giving this opinion, we haveexamined copies of the
Registration Statement and the Plan. We have also reviewed copies of the
fourth amended and restated memorandumand articles of association of the
Company adopted by a special resolution passed on 14 April 2023 and effective
on 1 May 2023(the "
Memorandum and Articles
"), and the minutes ("
Minutes
") of the meetings of the board of directorsof the Company held on 19 March
2024 and 20 August 2024 (the "
Meetings
").
Based upon, and subject to, the assumptions andqualifications set out below,
and having regard to such legal considerations as we deem relevant, we are of
the opinion that:
1. The Shares to be transferred by Computershare Hong Kong Investor Services Limited to the Grantees (asdefined
under the Plan) and registered under the Registration Statement have been duly and validly authorised.
2. When transferred and paid for in accordance with the terms of the Plan
and in accordance with the Resolutions,and appropriate entries are
made in the register of members (shareholders) of the Company, the
Shares will be legally and validly issued,fully paid and non-assessable.
In this opinion letter, the phrase "non-assessable"means, with respect to the
issuance of Shares, that a shareholder shall not, in respect of the relevant
Shares and in the absence of acontractual arrangement, or an obligation
pursuant to the memorandum and articles of association, to the contrary, have
any obligationto make further contributions to the Company's assets (except in
exceptional circumstances, such as involving fraud, the establishmentof an
agency relationship or an illegal or improper purpose or other circumstances
in which a court may be prepared to pierce or liftthe corporate veil).
These opinions are subject to the qualificationthat under the Companies Act
(As Revised) of the Cayman Islands, the register of members of a Cayman
Islands company is by statute regardedas
prima facie
evidence of any matters which the Companies Act (As Revised) directs or
authorises to be inserted therein. A thirdparty interest in the shares in
question would not appear. An entry in the register of members may yield to a
court order for rectification(for example, in the event of fraud or manifest
error).
These opinions are given only as to, and basedon, circumstances and matters of
fact existing and known to us on the date of this opinion letter. These
opinions only relate to the lawsof the Cayman Islands which are in force on
the date of this opinion letter. We express no opinion as to the meaning,
validity or effectof any references to foreign (i.e. non-Cayman Islands)
statutes, rules, regulations, codes, judicial authority or any other
promulgations.
We have also relied upon the assumptions, whichwe have not independently
verified, that (a) all signatures, initials and seals are genuine, (b) copies
of documents, conformedcopies or drafts of documents provided to us are true
and complete copies of, or in the final forms of, the originals, (c) wherea
document has been provided to us in draft or undated form, it will be duly
executed, dated and unconditionally delivered in the sameform as the last
version provided to us, (d) the Memorandum and Articles remain in full force
and effect and are unamended, (e) theMinutes are a true and correct record of
the proceedings of the respective Meetings, which was duly convened and held,
and at which aquorum was present throughout, in each case, in the manner
prescribed in the memorandum and articles of association of the Company
inforce at the relevant time and the resolutions set out in the Minutes were
duly passed in the manner prescribed in the memorandum andarticles of
association of the Company in force at the relevant time (including, without
limitation, with respect to the disclosure ofinterests (if any) by directors
of the Company) and have not been amended, varied or revoked in any respect,
(f) there is nothingunder any law (other than the laws of the Cayman Islands)
which would or might affect the opinions set out in this opinion letter, (g)
thereis nothing contained in the minute book or corporate records of the
Company (which we have not inspected) which would or might affectthe opinions
set out in this opinion letter, and (h) the Company has received consideration
of not less than the par value of eachShare when the Shares were issued.
This opinion letter is to and for the benefitsolely of the addressee and may
not be relied upon by any other person for any purpose.
We consent to the use of this opinion letter asan exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any amendmentsthereto. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used in the
SecuritiesAct, or the rules and regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement,
includingthis opinion letter as an exhibit or otherwise.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
2
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM
Weconsent to the incorporation by reference in this Registration Statement on
Form S-8 of our reports dated
April 19, 2024relating to the financial statements of ZTO Express (Cayman)
Inc. and the effectiveness of ZTO Express (Cayman) Inc.'s internal controlover
financial reporting, appearing in the Annual Report on Form 20-F of ZTO
Express (Cayman) Inc. for the year ended December 31,2023.
/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Shanghai, China
September 3
,2024
S-8
S-8
EX-FILING FEES
0001677250
ZTO Express (Cayman) Inc.
Fees to be Paid
Fees to be Paid
0001677250
2024-08-30
2024-08-30
0001677250
1
2024-08-30
2024-08-30
0001677250
2
2024-08-30
2024-08-30
iso4217:USD
xbrli:pure
xbrli:shares
Calculation of Filing Fee Tables
S-8
ZTO Express (Cayman) Inc.
Table 1: Newly Registered Securities
Security Type Security Fee Amount Proposed Maximum Fee Rate Amount of
Class Title Calculation Registered Maximum Aggregate Registration
Rule Offering Price Offering Price Fee
Per Unit
1 Equity Class A ordinary Other 916,200 $ $ 0.0001476 $
shares, par 21.88 20,046,456.00 2,958.86
value US$0.0001
per share
2 Equity Class A ordinary Other 29,083,800 $ $ 0.0001476 $
shares, par 20.04 582,839,352.00 86,027.09
value US$0.0001
per share
Total Offering Amounts: $ $
602,885,808.00 88,985.95
Total Fee Offsets: $
0.00
Net Fee Due: $
88,985.95
Offering Note
1 The Registrant's Class A ordinary shares may be represented by its American Depositary Shares,
or ADSs, each represents one Class A ordinary share. The Registrant's ADSs issuable upon
deposit of the Class A ordinary shares registered hereby have been registered under separate
registration statements on Form F-6 (File No. 333-214107 and File No. 333-276561).Amount
Registered represents Class A ordinary shares to be delivered upon exercise of options and
pursuant to other awards granted under the 2024 Share Incentive Plan (the "Plan"). Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this
registration statement also covers an indeterminate number of additional shares which may be
offered and issued to prevent dilution from share splits, share dividends or similar transactions
as provided in the Plan. Any Class A ordinary shares covered by an award granted under
the Plan (or portion of an award) that terminates, expires or lapses for any reason will
be deemed not to have been issued for purposes of determining the maximum aggregate number
of ordinary shares that may be issued under the Plan.The 916,200 shares represents ordinary
shares to be delivered upon exercise of outstanding options granted under the Plan as of
the date of this registration statement, and the corresponding proposed maximum offering
price per share represents the weighted average exercise price of these outstanding options.
2 The 29,083,800 shares are reserved for future award
grants under the Plan. The corresponding proposed maximum
offering price per share, which is estimated solely
for the purposes of calculating the registration fee
under Rule 457(h) and Rule 457(c) under the Securities
Act, is based on US$20.04 per ADS, the average of the
high and low prices for the Registrant's ADSs as quoted
on the New York Stock Exchange on August 26, 2024.
{graphic omitted}
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