| UNITED STATES |
|
| SECURITIES AND EXCHANGE COMMISSION |
|
| Washington, D.C. 20549 |
|
|
|
|
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
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, 2016
(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 | |||
| 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 | |||
Number of | 5 | Sole Voting Power | |||
6 | Shared Voting Power | ||||
7 | Sole Dispositive Power | ||||
8 | Shared Dispositive Power | ||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
| 11 | Percent of Class Represented by Amount in Row (9) | |||
| 12 | Type of Reporting Person | |||
| 1 | Names of Reporting Persons | |||
| 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 | |||
Number of | 5 | Sole Voting Power | |||
6 | Shared Voting Power | ||||
7 | Sole Dispositive Power | ||||
8 | Shared Dispositive Power | ||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
| 11 | Percent of Class Represented by Amount in Row (9) | |||
| 12 | Type of Reporting Person | |||
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:
Xiangliang Hu
Zto Hxl Holding Limited
Item 2(b). Address of Principal Business Office, or, if none, Residence:
Xiangliang Hu
Building One, No. 1685 Huazhi Road
Qingpu District, Shanghai, 201708
People's Republic of China
Zto Hxl Holding Limited
Sertus Chambers, P.O. Box 905
Quastisky Building, Road Town
Tortola, British Virgin Islands
Item 2(c). Citizenship:
Xiangliang Hu – People’s Republic of China
Zto Hxl Holding Limited – British Virgin Islands
Item 2(d). Title of Class of Securities:
Class A ordinary shares, par value of $0.0001 per share (the “Class A Ordinary Shares”)
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
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, 2016:
Reporting Person |
| Amount |
| Percent of |
| Sole power to vote |
| Shared |
| Sole power to |
| Shared power |
|
Xiangliang Hu |
| 37,982,700 | (2) | 5.3 | % | 0 |
| 37,860,000 | (2) | 122,700 | (2) | 37,860,000 | (2) |
Zto Hxl Holding Limited |
| 37,860,000 | (3) | 5.3 | % | 0 |
| 37,860,000 | (3) | 0 |
| 37,860,000 | (3) |
(1) The percentage of the class of securities beneficially owned by each reporting person is based on 720,564,604 outstanding ordinary shares as a single class, being the sum of 514,464,604 Class A Ordinary Shares (excluding 10,841,836 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 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, 2016, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
(2) Includes (i) 37,860,000 Class A Ordinary Shares held by Zto Hxl Holding Limited and (ii) 122,700 Class A Ordinary Shares held by Zto Es Holding Limited. Mr. Xiangliang Hu is the sole director of Zto Hxl Holding Limited. Mr. Xiangliang Hu has the power to direct the disposition of those 122,700 Class A Ordinary Shares held by Zto Es Holding Limited.
(3) 37,860,000 Class A Ordinary Shares held by Zto Hxl Holding Limited.
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
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, 2017 |
| |
|
| |
|
| |
Xiangliang Hu | /s/ Xiangliang Hu | |
|
| |
|
| |
Zto Hxl Holding Limited | By: | /s/ Xiangliang Hu |
| Name: | Xiangliang Hu |
| Title: | Director |
