Filing Details
- Accession Number:
- 0001193125-17-038307
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-10 16:15:02
- Filed By:
- Max Alpha Ltd
- Company:
- Zto Express (Cayman) Inc. (NYSE:ZTO)
- Filing Date:
- 2017-02-10
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| MAX ALPHA LIMITED | 0 | 24,000,000 | 0 | 24,000,000 | 24,000,000 | 4.6% |
| MAX BEYOND LIMITED | 0 | 12,000,000 | 0 | 12,000,000 | 12,000,000 | 2.3% |
| SHANGHAI ZHEYUAN INVESTMENT CENTRE (L.P.) | 0 | 24,000,000 | 0 | 24,000,000 | 24,000,000 | 4.6% |
| SHANGHAI HUANYE INVESTMENT CENTRE PARTNERSHIP (L.P.) | 0 | 12,000,000 | 0 | 36,000,000 | 12,000,000 | 2.3% |
| SEQUOIA CAPITAL EQUITY INVESTMENT MANAGEMENT (TIANJIN) LIMITED | 0 | 12,000,000 | 0 | 36,000,000 | 36,000,000 | 6.9% |
| NEIL NANPENG SHEN | 0 | 36,000,000 | 0 | 36,000,000 | 36,000,000 | 6.9% |
| KUI ZHOU | 0 | 36,000,000 | 0 | 36,000,000 | 6.9% |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1
(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. )
ZTO EXPRESS (CAYMAN) INC.
(Name of Issuer)
Class A Ordinary Shares, Par Value $0.0001 Per Share
(Title of Class of Securities)
G9897K 105
(CUSIP Number)
12/31/16
(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)
☒ Rule 13d-1(d)
(Continued on following pages)
Page 1 of 12 Pages
| CUSIP No. G9897K 105 | 13 G | Page 2 of 12 Pages |
| 1 | Name of reporting person
MAX ALPHA LIMITED I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
CAYMAN ISLANDS | |||||
| Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
24,000,000 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
24,000,000 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
24,000,000 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11 | Percent of class represented by amount in Row 9
4.6% | |||||
| 12 | Type of reporting person
CO | |||||
| CUSIP No. G9897K 105 | 13 G | Page 3 of 12 Pages |
| 1 | Name of reporting person
MAX BEYOND LIMITED I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
CAYMAN ISLANDS | |||||
| Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
12,000,000 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
12,000,000 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
12,000,000 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11 | Percent of class represented by amount in Row 9
2.3% | |||||
| 12 | Type of reporting person
CO | |||||
| CUSIP No. G9897K 105 | 13 G | Page 4 of 12 Pages |
| 1 | Name of reporting person
SHANGHAI ZHEYUAN INVESTMENT CENTRE (L.P.) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
The Peoples Republic of China | |||||
| Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
24,000,000 shares, all of which are directly held by Max Alpha Limited. Max Alpha Limited is wholly-owned by Shanghai Zheyuan Investment Centre (L.P.). | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
24,000,000 shares, all of which are directly held by Max Alpha Limited. Max Alpha Limited is wholly-owned by Shanghai Zheyuan Investment Centre (L.P.). | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
24,000,000 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11 | Percent of class represented by amount in Row 9
4.6% | |||||
| 12 | Type of reporting person
PN | |||||
| CUSIP No. G9897K 105 | 13 G | Page 5 of 12 Pages |
| 1 | Name of reporting person
SHANGHAI HUANYE INVESTMENT CENTRE PARTNERSHIP (L.P.) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
The Peoples Republic of China | |||||
| Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
12,000,000 shares, all of which are directly held by Max Beyond Limited. Max Beyond Limited is wholly-owned by Shanghai Huanye Investment Centre Partnership (L.P.). | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared voting power
12,000,000 shares, all of which are directly held by Max Beyond Limited. Max Beyond Limited is wholly-owned by Shanghai Huanye Investment Centre Partnership (L.P.). | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
12,000,000 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11 | Percent of class represented by amount in Row 9
2.3% | |||||
| 12 | Type of reporting person
PN | |||||
| CUSIP No. G9897K 105 | 13 G | Page 6 of 12 Pages |
| 1 | Name of reporting person
SEQUOIA CAPITAL EQUITY INVESTMENT MANAGEMENT (TIANJIN) LIMITED I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
The Peoples Republic of China | |||||
| Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
36,000,000 shares, of which 24,000,000 shares are directly held by Max Alpha Limited and 12,000,000 shares are directly held by Max Beyond Limited. Max Alpha Limited is wholly-owned by Shanghai Zheyuan Investment Centre (L.P.). Max Beyond Limited is wholly-owned by Shanghai Huanye Investment Centre Partnership (L.P.). Sequoia Capital Equity Investment Management (Tianjin) Limited is the General Partner of each of Shanghai Zheyuan Investment Centre (L.P.) and Shanghai Huanye Investment Centre Partnership (L.P.). | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
36,000,000 shares, of which 24,000,000 shares are directly held by Max Alpha Limited and 12,000,000 shares are directly held by Max Beyond Limited. Max Alpha Limited is wholly-owned by Shanghai Zheyuan Investment Centre (L.P.). Max Beyond Limited is wholly-owned by Shanghai Huanye Investment Centre Partnership (L.P.). Sequoia Capital Equity Investment Management (Tianjin) Limited is the General Partner of each of Shanghai Zheyuan Investment Centre (L.P.) and Shanghai Huanye Investment Centre Partnership (L.P.). | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
36,000,000 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11 | Percent of class represented by amount in Row 9
6.9% | |||||
| 12 | Type of reporting person
CO | |||||
| CUSIP No. G9897K 105 | 13 G | Page 7 of 12 Pages |
| 1 | Name of reporting person
NEIL NANPENG SHEN I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Hong Kong | |||||
| Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
36,000,000 shares, of which 24,000,000 shares are directly held by Max Alpha Limited and 12,000,000 shares are directly held by Max Beyond Limited. Any decision taken by Max Alpha Limited or Max Beyond Limited to vote, or to direct a vote, or to dispose, or direct the disposition of, the shares held by Max Alpha Limited or Max Beyond Limited must be approved by the members of the investment committee of Sequoia Capital Equity Investment Management (Tianjin) Limited, which include Neil Nanpeng Shen and Kui Zhou. Because the foregoing approval power is vested in the investment committee of which Mr. Shen is a member, Mr. Shen may be deemed to share voting and dispositive power over the shares held by Max Alpha Limited and Max Beyond Limited. Mr. Shen does not hold any shares in Sequoia Capital Equity Investment Management (Tianjin) Limited. | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
36,000,000 shares, of which 24,000,000 shares are directly held by Max Alpha Limited and 12,000,000 shares are directly held by Max Beyond Limited. Any decision taken by Max Alpha Limited or Max Beyond Limited to vote, or to direct a vote, or to dispose, or direct the disposition of, the shares held by Max Alpha Limited or Max Beyond Limited must be approved by the members of the investment committee of Sequoia Capital Equity Investment Management (Tianjin) Limited, which include Neil Nanpeng Shen and Kui Zhou. Because the foregoing approval power is vested in the investment committee of which Mr. Shen is a member, Mr. Shen may be deemed to share voting and dispositive power over the shares held by Max Alpha Limited and Max Beyond Limited. Mr. Shen does not hold any shares in Sequoia Capital Equity Investment Management (Tianjin) Limited. | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
36,000,000 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11 | Percent of class represented by amount in Row 9
6.9% | |||||
| 12 | Type of reporting person
IN | |||||
| CUSIP No. G9897K 105 | 13 G | Page 8 of 12 Pages |
| 1 | Name of reporting person
KUI ZHOU I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
The Peoples Republic of China | |||||
| Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
36,000,000 shares, of which 24,000,000 shares are directly held by Max Alpha Limited and 12,000,000 shares are directly held by Max Beyond Limited. Any decision taken by Max Alpha Limited or Max Beyond Limited to vote, or to direct a vote, or to dispose, or direct the disposition of, the shares held by Max Alpha Limited or Max Beyond Limited must be approved by the members of the investment committee of Sequoia Capital Equity Investment Management (Tianjin) Limited, which include Neil Nanpeng Shen and Kui Zhou. As a result, Mr. Zhou may be deemed to share voting and dispositive power over the shares held by Max Alpha Limited and Max Beyond Limited. | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
36,000,000 shares, of which 24,000,000 shares are directly held by Max Alpha Limited and 12,000,000 shares are directly held by Max Beyond Limited. Any decision taken by Max Alpha Limited or Max Beyond Limited to vote, or to direct a vote, or to dispose, or direct the disposition of, the shares held by Max Alpha Limited or Max Beyond Limited must be approved by the members of the investment committee of Sequoia Capital Equity Investment Management (Tianjin) Limited, which include Neil Nanpeng Shen and Kui Zhou. As a result, Mr. Zhou may be deemed to share voting and dispositive power over the shares held by Max Alpha Limited and Max Beyond Limited. | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
36,000,000 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11 | Percent of class represented by amount in Row 9
6.9% | |||||
| 12 | Type of reporting person
IN | |||||
| CUSIP No. G9897K 105 | 13 G | Page 9 of 12 Pages |
| ITEM 1. |
| (a) | Name of Issuer: ZTO Express (Cayman) Inc. |
| (b) | Address of Issuers Principal Executive Offices: |
Building One, No. 1685 Huazhi Road,
Qingpu District, Shanghai, 201708, Peoples
Republic of China
| ITEM 2. |
| (a) | Name of Persons Filing: |
Max Alpha Limited
Max Beyond Limited,
Shanghai Zheyuan Investment Centre (L.P.)
Shanghai Huanye Investment Centre Partnership (L.P.)
Sequoia Capital Equity Investment Management (Tianjin) Limited
Neil Nanpeng Shen
Kui Zhou
Max Alpha Limited is wholly-owned by Shanghai Zheyuan Investment Centre (L.P.). Max Beyond Limited is wholly-owned by Shanghai Huanye Investment Centre Partnership (L.P.). Sequoia Capital Equity Investment Management (Tianjin) Limited is the General Partner of each of Shanghai Zheyuan Investment Centre (L.P.) and Shanghai Huanye Investment Centre Partnership (L.P.).
Any decision taken by Max Alpha Limited or Max Beyond Limited to vote, or to direct a vote, or to dispose, or direct the disposition of, the shares held by Max Alpha Limited or Max Beyond Limited must be approved by the members of the investment committee of Sequoia Capital Equity Investment Management (Tianjin) Limited, which include Neil Nanpeng Shen and Kui Zhou. Because the foregoing approval power is vested in the investment committee of which Mr. Shen is a member, Mr. Shen may be deemed to share voting and dispositive power over the shares held by Max Alpha Limited and Max Beyond Limited. Mr. Shen does not hold any shares in Sequoia Capital Equity Investment Management (Tianjin) Limited.
| (b) | Address of Principal Business Office or, if none, Residence: |
Cricket Square, Hutchins Drive
PO Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Citizenship:
Max Alpha Limited, Max Beyond Limited: Cayman Islands
Shanghai Zheyuan Investment Centre (L.P.), Shanghai Huanye Investment Centre Partnership (L.P.), Sequoia Capital Equity Investment Management (Tianjin) Limited, Kui Zhou: The Peoples Republic of China
Neil Nanpeng Shen: Hong Kong
| (c) | Title of Class of Securities: Class A Ordinary Shares |
| (d) | CUSIP Number: G9897K 105 |
| ITEM 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
NOT APPLICABLE
| ITEM 4. | Ownership |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| CUSIP No. G9897K 105 | 13 G | Page 10 of 12 Pages |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
| 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. | CERTIFICATION |
NOT APPLICABLE
| CUSIP No. G9897K 105 | 13 G | Page 11 of 12 Pages |
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 10, 2017
| Max Alpha Limited | ||||
| By: | /s/ Zhang Lianqing | |||
| Zhang Lianqing, Authorized Signatory | ||||
| Max Beyond Limited | ||||
| By: | /s/ Zhang Lianqing | |||
| Zhang Lianqing, Authorized Signatory | ||||
Shanghai Zheyuan Investment Centre (L.P.)
Shanghai Huanye Investment Centre Partnership (L.P.)
| By: | Sequoia Capital Equity Investment Management (Tianjin) Limited | |||
| its General Partner | ||||
| By: | /s/ Kui Zhou | |||
| Kui Zhou, Authorized Signatory | ||||
Sequoia Capital Equity Investment Management (Tianjin) Limited
| By: | /s/ Kui Zhou | |||
| Kui Zhou, Authorized Signatory | ||||
| /s/ Neil Nanpeng Shen |
| Neil Nanpeng Shen |
| /s/ Kui Zhou |
| Kui Zhou |
| CUSIP No. G9897K 105 | 13 G | Page 12 of 12 Pages |
EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G relating to the Class A ordinary shares of ZTO Express (Cayman) Inc., and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: February 10, 2017
| Max Alpha Limited | ||||
| By: | /s/ Zhang Lianqing | |||
| Zhang Lianqing, Authorized Signatory | ||||
| Max Beyond Limited | ||||
| By: | /s/ Zhang Lianqing | |||
| Zhang Lianqing, Authorized Signatory | ||||
Shanghai Zheyuan Investment Centre (L.P.)
Shanghai Huanye Investment Centre Partnership (L.P.)
| By: | Sequoia Capital Equity Investment Management (Tianjin) Limited | |||
| its General Partner | ||||
| By: | /s/ Kui Zhou | |||
| Kui Zhou, Authorized Signatory | ||||
Sequoia Capital Equity Investment Management (Tianjin) Limited
| By: | /s/ Kui Zhou | |||
| Kui Zhou Authorized Signatory | ||||
| /s/ Neil Nanpeng Shen |
| Neil Nanpeng Shen |
| /s/ Kui Zhou |
| Kui Zhou |