UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ 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 Jianfa Lai
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| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
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| 3 | SEC Use Only
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| 4 | Citizenship or Place of Organization
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| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power
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| 6 | Shared Voting Power
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| 7 | Sole Dispositive Power
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| 8 | Shared Dispositive Power
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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| 11 | Percent of Class Represented by Amount in Row (9)
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| 12 | Type of Reporting Person
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| 1 | Names of Reporting Persons
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| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
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| 3 | SEC Use Only
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| 4 | Citizenship or Place of Organization
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| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power
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| 6 | Shared Voting Power 66,116,816 ordinary shares. See Item 4.
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| 7 | Sole Dispositive Power
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| 8 | Shared Dispositive Power 66,116,816 ordinary shares. See Item 4.
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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| 11 | Percent of Class Represented by Amount in Row (9)
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| 12 | Type of Reporting Person
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| 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: |
Jianfa Lai
Zto Ljf Holding Limited
| Item 2(b). | Address of Principal Business Office, or, if none, Residence: |
Jianfa Lai
Building One, No. 1685 Huazhi Road
Qingpu District, Shanghai, 201708
People’s Republic of China
Zto Ljf Holding Limited
Sea Meadow House, P.O. Box 116
Road Town, Tortola
British Virgin Islands
| Item 2(c). | Citizenship: |
Jianfa Lai — People’s Republic of China
Zto Ljf 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, 2021:
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| Reporting Person | 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 | ||||||||||||||||||
| Jianfa Lai | 66,150,414 | (2) | 8.2 | % | 0 | 66,116,816 | (2) | 33,598 | (2) | 66,116,816 | (2) | |||||||||||||
| Zto Ljf Holding Limited | 66,116,816 | (3) | 8.2 | % | 0 | 66,116,816 | (3) | 0 | 66,116,816 | (3) | ||||||||||||||
| (1) | The percentage of the class of securities beneficially owned by each reporting person is based on 808,448,289 outstanding ordinary shares as a single class, being the sum of 602,348,289 Class A Ordinary Shares (excluding (i) 6,811,546 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 11,683,474 Class A Ordinary Shares in the form of American depositary shares (“ADSs”)) 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, 2021, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. |
| (2) | Includes (i) 55,000,000 Class A Ordinary Shares held by Zto Ljf Holding Limited, among which, 48,250,000 Class A Ordinary Shares are recorded on the Cayman share register of the Issuer, and the remaining 6,750,000 Class A Ordinary Shares are recorded under the name of HKSCC Nominees Limited on the Hong Kong share register of the Issuer and are deposited into the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited, (ii) 6,000,000 restricted ADSs held by JPMorgan Chase Bank, N.A., as depositary bank, underlying 6,000,000 Class A Ordinary Shares held by Zto Ljf Holding Limited pledged to Citibank, N.A., Singapore, as lender under a loan agreement dated December 6, 2019, to secure Zto Ljf Holding Limited’s obligations under the loan agreement, (iii) 5,000,000 restricted ADSs held by JPMorgan Chase Bank, N.A., as depositary bank, underlying 5,000,000 Class A Ordinary Shares held by Zto Ljf Holding Limited pledged to Goldman Sachs International Bank, as lender under a loan agreement dated December 30, 2021, to secure Zto Ljf Holding Limited’s obligations under the loan agreement, (iv) 116,816 Class A Ordinary Shares, in the form of ADSs, held by Zto Ljf Holding Limited and vested from restricted share units held by Mr. Jianfa Lai, and (v) 33,598 Class A ordinary shares held by Zto Es Holding Limited. Mr. Jianfa Lai is the sole director of Zto Ljf Holding Limited. Mr. Jianfa Lai has the power to direct the sale of those 33,598 Class A ordinary shares held by Zto Es Holding Limited. Zto Ljf Holding Limited is a British Virgin Islands company wholly owned by LJFA Holding Limited, which in turn is beneficially owned by The LJF Family Trust, a trust established under the laws of Singapore and managed by Standard Chartered Trust (Singapore) Limited as trustee. Mr. Jianfa Lai is the settlor of the LJF Family Trust and the beneficiaries of the trust are Mr. Jianfa Lai and his family members. The registered address of Zto Ljf Holding Limited is Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands. |
| (3) | Includes (i) 55,000,000 Class A Ordinary Shares held by Zto Ljf Holding Limited, among which, 48,250,000 Class A Ordinary Shares are recorded on the Cayman share register of the Issuer, and the remaining 6,750,000 Class A Ordinary Shares are recorded under the name of HKSCC Nominees Limited on the Hong Kong share register of the Issuer and are deposited into the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited, (ii) 6,000,000 restricted ADSs held by JPMorgan Chase Bank, N.A., as depositary bank, underlying 6,000,000 Class A Ordinary Shares held by Zto Ljf Holding Limited pledged to Citibank, N.A., Singapore, as lender under a loan agreement dated December 6, 2019, to secure Zto Ljf Holding Limited’s obligations under the loan agreement, (iii) 5,000,000 restricted ADSs held by JPMorgan Chase Bank, N.A., as depositary bank, underlying 5,000,000 Class A Ordinary Shares held by Zto Ljf Holding Limited pledged to Goldman Sachs International Bank, as lender under a loan agreement dated December 30, 2021, to secure Zto Ljf Holding Limited’s obligations under the loan agreement, and (iv)116,816 Class A Ordinary Shares, in the form of ADSs, held by Zto Ljf Holding Limited and vested from restricted share units held by Mr. Jianfa Lai. |
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| 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
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LIST OF EXHIBITS
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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 7, 2022
Jianfa Lai
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| /s/ Jianfa Lai |
Zto Ljf Holding Limited |
| By: | /s/ Jianfa Lai | |
| Name: | Jianfa Lai | |
| Title: | Director |
[Signature Page to Schedule 13G/A]