As filed with the U.S. Securities and Exchange Commission on October 28, 2022
Registration No. 333-214107
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
ZTO EXPRESS (CAYMAN) INC.
(Exact name of issuer of deposited securities as specified in its charter)
Not applicable
(Translation of issuer's name into English)
Cayman Islands
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
383 Madison Avenue, Floor 11, New York, New York 10179
Telephone +1-800-990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1-800-221-0102
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
JPMorgan Chase Bank, N.A.
383 Madison Avenue, Floor 11 New York, New York 10179 Telephone: +1-800-990-1135 | Scott R. Saks, Esq. Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019-6022 Telephone: +1-212-318-3151 |
It is proposed that this filing become effective under Rule 466
| ¨ immediately upon filing | |
| | ¨ on (Date) at (Time) | |
If a separate registration statement has been filed to register the deposited shares, check the following box. x
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be
Registered | Proposed
Maximum
Aggregate Price
Per Unit (1) | Proposed
Maximum Aggregate
Offering Price (2) | Amount of Registration Fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one Class A ordinary share of ZTO Express (Cayman) Inc. | N/A | N/A | N/A | N/A |
| (1) | Each unit represents one American Depositary Share. |
| (2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares. |
The Registrant hereby amends this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 shall thereafter become effective in accordance with Section 8(c) of the Securities Act of 1933 or until this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 shall become effective on such date as the Commission, acting pursuant to said Section 8(c), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to Amendment No. 1 to the Deposit Agreement filed as Exhibit (a)(2) to this Post-Effective Amendment No. 1 to Registration Statement on Form F-6, which is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
| Item Number and Caption | | Location in Form of American Depositary
Receipt Filed Herewith as Prospectus |
| (1) | Name and address of Depositary | | Introductory paragraph and bottom of face of American Depositary Receipt |
| | | | |
| (2) | Title of American Depositary Receipts and identity of deposited securities | | Face of American Depositary Receipt, top center |
| | | | |
| | Terms of Deposit: | | |
| | (i) | Amount of deposited securities represented by one unit of American Depositary Shares | | Face of American Depositary Receipt, upper right corner |
| | (ii) | Procedure for voting, if any, the deposited securities | | Paragraphs (6), (11) and (12) |
| | (iii) | Collection and distribution of dividends | | Paragraphs (4), (5), (7), (10), (11) and (13) |
| | (iv) | Transmission of notices, reports and proxy soliciting material | | Paragraphs (3), (8), (11) and (12) |
| | (v) | Sale or exercise of rights | | Paragraphs (4), (5), (7) and (10) |
| | (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Paragraphs (3), (4), (5), (7), (10), (11) and (13) |
| | (vii) | Amendment, extension or termination of the Deposit Agreement | | Paragraphs (15), (16) and (17) |
| | (viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs | | Paragraph (3) |
| | (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | | Paragraphs (1), (2), (4), (5) and (6) |
| | (x) | Limitation upon the liability of the Depositary | | Paragraphs (14), (17), (19) and (20) |
| | | | | |
| (3) | Fees and Charges | | Paragraph (7) |
Item 2. AVAILABLE INFORMATION
| Item Number and Caption | | Location in Form of American Depositary
Receipt Filed Herewith as Prospectus |
| ZTO Express (Cayman) Inc. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the Securities and Exchange Commission. These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s Internet Website, currently located at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549. | | Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a)(1) | Deposit Agreement. Deposit Agreement, dated as of October 26, 2016, among ZTO Express (Cayman) Inc. (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder (as from time to time amended, the “Deposit Agreement”). Filed herewith as Exhibit (a)(1). |
| (a)(2) | Form of Amendment No. 1 to the Deposit Agreement. Form of Amendment No. 1 to the Deposit Agreement among the Company, the Depositary and all Holders from time to time of ADRs issued thereunder, including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a)(2). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby or the custody of the deposited securities represented thereby. Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable. |
| (d) | Opinion of counsel to the Depositary as to the legality of the securities being registered. Previously filed. |
| (e) | Certification under Rule 466. Not applicable. |
| (f) | Power of Attorney of certain officers and directors of the Company. Set forth on the signature pages hereto. |
Item 4. UNDERTAKINGS
| (a) | The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement among ZTO Express (Cayman) Inc., JPMorgan Chase Bank, N.A., as depositary, and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on October 28, 2022.
| | Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares |
| | |
| | By: | JPMORGAN CHASE BANK, N.A., as Depositary |
| | |
| | By: | /s/ Lisa M. Hayes |
| | | Name: Lisa M. Hayes |
| | | Title: Vice President |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, ZTO Express (Cayman) Inc. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on October 28, 2022.
| | ZTO EXPRESS (CAYMAN) INC. |
| | |
| | By: | /s/ Meisong Lai |
| | | Name: Meisong Lai |
| | | Title: Chairman of the Board of Directors and Chief Executive Officer |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Mr. Meisong Lai and Ms. Huiping Yan as attorneys-in-fact with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of American Depositary Shares representing ordinary shares of the registrant (the “ADSs”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form F-6 (the “Registration Statement”) to be filed with the Securities and Exchange Commission with respect to such ADSs, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
Under the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons on October 28, 2022, in the capacities indicated.
SIGNATURES
| Signature | | Title |
| | | |
| /s/ Meisong Lai | | Chairman of the Board of Directors and Chief Executive Officer |
| Meisong Lai | | (Principal Executive Officer) |
| | | |
| /s/ Jilei Wang | | Director |
| Jilei Wang | | |
| | | |
| /s/ Hongqun Hu | | Director |
| Hongqun Hu | | |
| | | |
| /s/ Zheng Liu | | Director |
| Zheng Liu | | |
| | | |
| /s/ Xing Liu | | Director |
| Xing Liu | | |
| | | |
| /s/ Frank Zhen Wei | | Director |
| Frank Zhen Wei | | |
| | | |
| /s/ Qin Charles Huang | | Director |
| Qin Charles Huang | | |
| | | |
| /s/ Herman Cheng-Chun Yu | | Director |
| Herman Cheng-Chun Yu | | |
| | | |
| /s/ Tsun-Ming (Daniel) Kao | | Director |
| Tsun-Ming (Daniel) Kao | | |
| | | |
| /s/ Fang Xie | | Director |
| Fang Xie | | |
| | | |
| /s/ Huiping Yan | | Chief Financial Officer |
| Huiping Yan | | (Principal Financial and Accounting Officer) |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of 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 Post-Effective Amendment No. 1 to Registration Statement on Form F-6 in New York, New York, on October 28, 2022.
| | Authorized U.S. Representative |
| | |
| | By: | /s/ Colleen A. De Vries |
| | | Name: Colleen A. De Vries |
| | | Title: Senior Vice President |
INDEX TO EXHIBITS
Exhibit
Number | |
| | |
| (a)(1) | Deposit Agreement, dated as of October 26, 2016, among ZTO Express (Cayman) Inc. (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder (as from time to time amended, the “Deposit Agreement”). |
| | |
| (a)(2) | Form of Amendment No. 1 to the Deposit Agreement among the Company, the Deposit Agreement and all Holders from time to time of ADRs issued thereunder, including the Form of ADR attached as Exhibit A thereto. |
