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. 6)*
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,
2023
(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
Meisong Lai |
2
|
Check the Appropriate
Box if a Member of a Group
(a) ¨
(b) ¨ |
| 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
0 |
6
|
Shared Voting
Power
210,125,182
ordinary shares. See Item 4. |
7
|
Sole
Dispositive Power
964,765 ordinary
shares. See Item 4. |
8
|
Shared
Dispositive Power
210,125,182
ordinary shares. See Item 4. |
9
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
211,089,947
ordinary shares. See Item 4. |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11
|
Percent of
Class Represented by Amount in Row (9)
26.0%. See
Item 4. |
12
|
Type of Reporting
Person
IN |
| |
|
|
|
| 1 |
Names
of Reporting Persons
Zto Lms Holding Limited |
2
|
Check the Appropriate
Box if a Member of a Group
(a) ¨
(b) ¨ |
| 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
210,125,182
ordinary shares. See Item 4. |
7
|
Sole
Dispositive Power
0 |
8
|
Shared
Dispositive Power
210,125,182
ordinary shares. See Item 4. |
9
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
210,125,182
ordinary shares. See Item 4. |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11
|
Percent of
Class Represented by Amount in Row (9)
25.8%. See
Item 4. |
12
|
Type of Reporting
Person
CO |
| |
|
|
|
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
Sea Meadow House, P.O. Box 116
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
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,
2023:
| 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 | |
| Meisong Lai | |
| 211,089,947 | (2) | |
| 26.0 | % | |
| 0 | | |
| 210,125,182 | (2) | |
| 964,765 | (2) | |
| 210,125,182 | (2) |
| Zto Lms Holding Limited | |
| 210,125,182 | (3) | |
| 25.8 | % | |
| 0 | | |
| 210,125,182 | (3) | |
| 0 | | |
| 210,125,182 | (3) |
| (1) | The percentage
of the class of securities beneficially owned by each reporting person is based on 812,866,663
outstanding ordinary shares as a single class, being the sum of 606,766,663 Class A
Ordinary Shares and 206,100,000 Class B Ordinary Shares outstanding as of December 31,
2023, 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) 964,765 Class A Ordinary Shares held by Zto Es
Holding Limited (“ZTO ES”) and (iii) 4,025,182 American depositary shares
(“ADSs”) of the Issuer (representing the same number of Class A Ordinary
Shares) held by Zto Lms Holding Limited, 2,348,428 of which were vested from restricted share
units held by Mr. Meisong Lai. Zto Lms Holding Limited is a British Virgin islands company
wholly owned by LMS Holding Limited, which in turn is beneficially owned by The LMS Family
Trust, a trust established under the laws of Singapore and managed by Standard Chartered
Trust (Singapore) Limited as trustee. Mr. Meisong Lai is the settlor of The LMS Family
Trust and the beneficiaries of the trust are Mr. Meisong Lai and his family members.
Mr. Meisong Lai is the sole director of Zto Lms Holding Limited. The registered address
of Zto Lms Holding Limited is Sea Meadow House, P.O. Box 116, Road Town, Tortola, British
Virgin Islands. |
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.
Mr. Meisong
Lai has the power to direct the disposition of the 964,765 Class A Ordinary Shares held by ZTO ES.
The
voting power of the shares beneficially owned represent 77.8% 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, 2023. Pursuant to the undertaking of the Company in the voluntary conversion to dual-primary
listing on the Hong Kong Stock Exchange, ZTO ES and the trustee of the 2016 Share Incentive Plan (as amended and restated) abstain from
voting in all matters that require a shareholder’s approval under the Hong Kong Listing Rules with respect to 9,251,088 Class A
Ordinary Shares and 3,000,000 Class A Ordinary Shares held by them, respectively, as of December 31, 2023. When calculating
the voting power held by Mr. Meisong Lai, the shares held by ZTO ES and the trustee are excluded from both the numerator and denominator.
| (3) | Includes
(i) 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 and (ii) 4,025,182 ADSs of the Issuer (representing
the same number of Class A Ordinary Shares) held by Zto Lms Holding Limited, 2,348,428
of which were vested from restricted share units held by Mr. Meisong Lai. |
The
voting power of the shares beneficially owned represent 77.8% of the total voting power of all outstanding ordinary shares of the Issuer.
See note (2) for details of the calculation of voting power.
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
LIST OF EXHIBITS
Exhibit 99.1 — Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G/A filed on February 13, 2020 by the reporting persons with the Securities and Exchange Commission)
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: January 31,
2024
| |
Meisong Lai |
| |
|
| |
/s/ Meisong Lai |
| |
|
| |
Zto Lms Holding Limited |
| |
|
| |
By: |
/s /Meisong Lai |
| |
|
Name: |
Meisong Lai |
| |
|
Title: |
Director |
[Signature Page to Schedule 13G/A]
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