Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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                   This percentage is calculated based upon 796,721,114 total issued and outstanding Class A and Class B ordinary shares, par value US$0.0001 per share, which is the sum of (a) 716,860,003 Class A and Class B ordinary shares outstanding as of May 29, 2018, (exclusive of 14,546,437 Class A Ordinary Shares in the form of ADSs repurchased by the Company and registered on the Companys register of members as of May 29, 2018), according to the Share Purchase Agreement dated May 29, 2018 among the Company, Taobao China Holding Limited, Cainiao Smart Logistics Investment Limited, Rising Auspicious Limited and New Retail Strategic Opportunities Investments 2 Limited (the Purchase Agreement), and (b) 63,657,407 Class A Ordinary Shares sold and purchased on June 12, 2018 under the Purchase Agreement, and (c) 16,203,704 Class A Ordinary Shares to be sold and purchased on or around June 28, 2018 under the Purchase Agreement.

 

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1                   This percentage is calculated based upon 796,721,114 total issued and outstanding Class A and Class B ordinary shares, par value US$0.0001 per share, which is the sum of (a) 716,860,003 Class A and Class B ordinary shares outstanding as of May 29, 2018, (exclusive of 14,546,437 Class A Ordinary Shares in the form of ADSs repurchased by the Company and registered on the Companys register of members as of May 29, 2018), according to the Purchase Agreement, and (b) 63,657,407 Class A Ordinary Shares sold and purchased on June 12, 2018 under the Purchase Agreement, and (c) 16,203,704 Class A Ordinary Shares to be sold and purchased on or around June 28, 2018 under the Purchase Agreement.

 

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1                   This percentage is calculated based upon 796,721,114 total issued and outstanding Class A and Class B ordinary shares, par value US$0.0001 per share, which is the sum of (a) 716,860,003 Class A and Class B ordinary shares outstanding as of May 29, 2018, (exclusive of 14,546,437 Class A Ordinary Shares in the form of ADSs repurchased by the Company and registered on the Companys register of members as of May 29, 2018), according to the Purchase Agreement, and (b) 63,657,407 Class A Ordinary Shares sold and purchased on June 12, 2018 under the Purchase Agreement, and (c) 16,203,704 Class A Ordinary Shares to be sold and purchased on or around June 28, 2018 under the Purchase Agreement.

 

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1                   This percentage is calculated based upon 796,721,114 total issued and outstanding Class A and Class B ordinary shares, par value US$0.0001 per share, which is the sum of (a) 716,860,003 Class A and Class B ordinary shares outstanding as of May 29, 2018, (exclusive of 14,546,437 Class A Ordinary Shares in the form of ADSs repurchased by the Company and registered on the Companys register of members as of May 29, 2018), according to the Purchase Agreement, and (b) 63,657,407 Class A Ordinary Shares sold and purchased on June 12, 2018 under the Purchase Agreement, and (c) 16,203,704 Class A Ordinary Shares to be sold and purchased on or around June 28, 2018 under the Purchase Agreement.

 

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ITEM 1.                        SECURITY AND ISSUER.

 

The title and class of equity securities to which this Schedule 13D (this Schedule 13D) relates are the Class A ordinary shares, par value US$0.0001 per share, of ZTO Express (Cayman) Inc., an exempted company incorporated under the laws of the Cayman Islands (the Issuer and, such class of shares, the Class A Ordinary Shares). The address of the principal executive offices of the Issuer is Building One, No. 1685 Huazhi Road, Qingpu District, Shanghai, 201708, Peoples Republic of China.

 

ITEM 2.                        IDENTITY AND BACKGROUND.

 

This Schedule 13D constitutes an initial Schedule 13D filing on behalf of each of (1) Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands (AGHL), (2) Alibaba ZT Investment Limited, a company with limited liability incorporated under the laws of Hong Kong (AZIL), (3) Cainiao Smart Logistics Investment Limited, a company organized under the laws of the British Virgin Islands (Cainiao), and (4) New Retail Strategic Opportunities Investments 2 Limited, a company organized under the laws of the Cayman Islands (NRF and, together with AGHL, AZIL and Cainiao, the Reporting Persons), with respect to Class A Ordinary Shares. This Schedule 13D is filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) under the Exchange Act. The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit A.

 

The business address of AGHL, AZIL and NRF is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. The business address of Cainiao is c/o Zhejiang Cainiao Supply Chain Management Limited, 588 West Wenyi Road, Xihu District, Hangzhou 310000, Peoples Republic of China.

 

AGHL is a holding company which, through its subsidiaries and variable interest entities, operates leading online and mobile marketplaces in retail and wholesale trade, as well as provides cloud computing and other services.

 

AZIL is an indirect wholly-owned special purpose subsidiary of AGHL.

 

Cainiao is a majority owned indirect subsidiary of AGHL dedicated to meeting the current and future logistics demands of Chinas and global online and mobile commerce sector. It operates a logistics data platform that leverages the capacity and capabilities of logistics partners to fulfil transactions between merchants and consumers at a large scale. It also uses data insights and technology to improve efficiency across the logistics value chain.

 

New Retail Strategic Opportunities Fund, L.P., a Cayman Islands exempted limited partnership (NRSF), owns 100% of NRF. New Retail Strategic Opportunities Fund GP, L.P., a Cayman Islands exempted limited partnership (NRSF GP), is the general partner of NRSF. New Retail Strategic Opportunities GP Limited, a company organized under the laws of the Cayman Islands and an indirect wholly-owned subsidiary of AGHL (NRSO), is the general partner of NRSF GP. Each of NRSF, NRSF GP and NRSO principally engages in investment activities.

 

The name, business address, citizenship and present principal occupation or employment of each executive officer and each member of the board of directors of each Reporting Person are set forth on Schedule A-1 hereto and are incorporated herein by reference.

 

During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person named in Schedule A-1, (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

ITEM 3.                        SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

On June 12, 2018, pursuant to the terms of the Purchase Agreement, AZIL and Cainiao purchased an aggregate of 63,657,407 Class A Ordinary Shares at a purchase price of $17.28 per share. Pursuant to the terms of the Purchase Agreement, AZIL purchased 57,870,370 Class A Ordinary Shares, and Cainiao purchased 5,787,037 Class A Ordinary Shares, in each case from the Company. Pursuant to the Purchase Agreement, on or around June 28, 2018, NRF is expected to purchase 4,629,630 Class A Ordinary Shares, and Rising Auspicious Limited, a company with limited liability incorporated under the laws of the British Virgin Islands and an affiliate of Yunfeng Fund III, L.P. (YF) is expected to purchase 11,574,074 Class A Ordinary Shares, in each case from the Company at a purchase price of $17.28 per share.

 

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The Class A Ordinary Shares to be acquired by YF will constitute 1.5% of the total issued and outstanding shares of Class A and Class B Ordinary Shares after giving effect to the transactions contemplated by the Purchase Agreement.

 

The description of the Purchase Agreement contained herein is qualified in its entirety by reference to Exhibit 99.2 hereto, which exhibit is hereby incorporated by reference into this Item 3.

 

The parent company of AZIL, Taobao China Holding Limited (Taobao China), which is a company incorporated under the laws of Hong Kong and an indirect wholly-owned subsidiary of AGHL, funded to AZIL the aggregate purchase price paid by AZIL for the Class A Ordinary Shares. Such funding by Taobao China to AZIL was made in the form of equity contribution.

 

The parent company of Cainiao, Cainiao Smart Logistics Network Limited (Cainiao Cayman), which is a company incorporated under the laws of the Cayman Islands, funded to Cainiao the aggregate purchase price paid by Cainiao for the Class A Ordinary Shares, using the working capital of Cainiao Cayman.

 

NRSF will fund NRFs purchase of the Class A Ordinary Shares through a capital call from its limited partners.

 

ITEM 4.                        PURPOSE OF TRANSACTION.

 

The Reporting Persons acquired the securities covered by this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuous basis. Depending upon various factors, including but not limited to the Reporting Persons and the Issuers businesses, prospects and financial conditions and other developments concerning the Reporting Persons and the Issuer, market conditions and other factors that the Reporting Persons may deem relevant to their investment decisions, and, subject to the terms of the IRA (as defined below) and compliance with applicable laws, rules and regulations and the Issuers Second Amended and Restated Memorandum and Articles of Association (as the same may be amended from time to time), the Reporting Persons may in the future take actions with respect to their investments in the Issuer as they deem appropriate, including changing their current intentions or increasing or decreasing their investments in the Issuer, with respect to any or all matters required to be disclosed in this Schedule 13D.

 

In connection with the transactions contemplated by the Purchase Agreement, the Issuer removed one incumbent director from the board of directors of the Issuer (the Board) and AZIL designated one director to the Board (the Investor Director) to replace such director. If the Investor Director ceases to be a member of the Board for any reason, AZIL will have the right to appoint a replacement of such Investor Director.

 

Other than as set forth in this Schedule 13D, the Reporting Persons have no present plans or proposals which relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D; provided that the Reporting Persons may, at any time, review or reconsider their positions with respect to the Issuer and reserve the right to develop such plans or proposals.

 

ITEM 5.                        INTEREST IN SECURITIES OF THE ISSUER.

 

(a)-(b) The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5.

 

Pursuant to the Purchase Agreement, on or around June 28, 2018, YF is expected to acquire 11,574,074 Class A Ordinary Shares, which will constitute 1.5% of the total issued and outstanding shares of Class A and Class B ordinary shares immediately after giving effect to the transactions contemplated by the Purchase Agreement. After giving effect thereto, the Reporting Persons, together with YF, will collectively own 79,861,111 Class A Ordinary Shares of the Company, representing in the aggregate 10% of the 796,721,114 total issued and outstanding Class A and Class B ordinary shares, par value US$0.0001 per share, which is the sum of (a) 716,860,003 Class A and Class B ordinary shares outstanding as of May 29, 2018 (exclusive of 14,546,437 Class A Ordinary Shares in the form of ADSs repurchased by the Company and registered on the Companys register of members as of May 29, 2018), according to the Purchase Agreement, and (b) 63,657,407 Class A Ordinary Shares purchased by the Reporting Persons on June 12, 2018 under the Purchase Agreement, (c) 4,629,630 Class A Ordinary Shares to be purchased by the Reporting Persons on or around June 28, 2018, under the Purchase Agreement, and (d) 11,574,074 Class A Ordinary Shares to be purchased by YF on or around June 28, 2018, under the Purchase Agreement.

 

Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A-1 hereto, beneficially owns any Class A Ordinary Shares or has the right to acquire any Class A Ordinary Shares.

 

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Except as disclosed in this Schedule 13D, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Class A Ordinary Shares which it may be deemed to beneficially own.

 

Based on the transactions described herein, the Reporting Persons may be deemed to constitute a group with one another and/or YF within the meaning of Section 13(d)(3) of the Act. Members of a group may be deemed to beneficially own the securities beneficially owned by other members of the group. However, each Reporting Person expressly disclaims any beneficial ownership in the securities held by the other Reporting Persons, by YF, or by any of their respective affiliates, except as otherwise stated herein. The filing of this Statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group with each other or with YF for purposes of Section 13(d) of the Act or for any other purpose.

 

(c) On June 12, 2018, the Reporting Persons and the Issuer consummated the first closing of the transactions contemplated by the Purchase Agreement and a second and final closing is expected to occur on or around June 28, 2018. The information set forth in Item 3 of this Schedule 13D is hereby incorporated by reference into this Item 5. Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, YF or any of the persons listed in Schedule A-1 hereto, has effected any transactions relating to the Class A Ordinary Shares during the past 60 days.

 

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

 

(e) Not applicable.

 

ITEM 6.                        CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

The information set forth and/or incorporated by reference in Items 2, 3, 4 and 5 of this Schedule 13D is hereby incorporated by reference into this Item 6.

 

Assignment Agreement

 

On June 12, 2018, Taobao China and AZIL entered into an Assignment Agreement, pursuant to which Taobao China assigned all its right, title and interests in, to and under the Purchase Agreement to AZIL and AZIL accepted such assignment and assumed to pay and perform in full when due all of Taobao Chinas obligations arising from and under the Purchase Agreement.

 

Investor Rights Agreement

 

On June 12, 2018, the Issuer, AZIL and Cainiao entered into an Investor Rights Agreement (the IRA). The IRA provides AZIL with the Board designation rights described in Item 4 above. In addition, the IRA permits AZIL to appoint a designated representative to serve as a non-voting observer to the Board (the Investor Observer) and to appoint the Investor Director or Investor Observer to any Board committee, subject to compliance with independence requirements under applicable laws and listing rules. The IRA also provides that the Issuer shall not, without the prior written consent of AZIL, amend or terminate any Controlling Document (as defined therein), or enter into any joint venture, partnership, strategic alliance, strategic cooperation or similar arrangement with a competitor of AGHL or any other transaction with any competitor of AGHL which is not in the ordinary course of business of the Issuer.

 

The IRA contains customary right of first offer provisions whereby if the Issuers founder, Mr. Meisong Lai (the Founder), proposes to transfer securities of the Issuer which constitutes a Change of Control (as defined therein), the Founder shall first make an offer of such securities to AZIL and Cainiao (the ROFO). AZIL and Cainiao may elect to exercise their ROFO rights to purchase the securities, or exercise their tag-along rights to sell their securities, at the price and on the terms offered by the Founder. The IRA also provides for customary preemptive rights whereby if the Issuer proposes to issue any of its securities, AZIL, Cainiao and certain existing shareholders of the Issuer shall have the right to acquire a portion of such securities equal to the quotient obtained by dividing (i) the number of shares of all securities owned by such shareholder by (ii) the total number of shares of all securities issued and outstanding, or such other percentage as may mutually agreed among such shareholders following discussions with the Issuer.

 

Each of AZIL and Cainiao is prohibited from transferring its Class A Ordinary Shares prior the second anniversary of the date of the IRA other than transfers to its affiliates, transfers to the Issuer, transfers required by law or transfers approved by

 

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the Board. In addition, certain existing shareholders of the Issuer are not permitted to transfer any securities of the Issuer to a competitor of AGHL without the prior written consent of AZIL and the Founder is not permitted to transfer any Class B Ordinary Shares beneficially owned by him without the prior written consent of AZIL prior to the second anniversary of the date of the IRA.

 

Registration Rights Agreements

 

On June 12, 2018, AZIL and Cainiao entered into a registration rights agreement with the Issuer. The registration rights agreement provides that the Issuer shall file a registration statement prior to the second anniversary of the date of the registration rights agreement covering the resale of the Class A Ordinary Shares owned by AZIL and Cainiao. The Issuer will bear the registration expenses related to the preparation and filing of the registration statement. The registration rights agreement contains customary indemnification provisions.

 

On or around June 28, 2018 when the second and final closing occurs as contemplated under the Purchase Agreement, NRF will enter into a registration rights agreement with the Issuer. The registration rights agreement provides that the Issuer shall file a registration statement prior to the first anniversary of the date of the registration rights agreement covering the resale of the Class A Ordinary Shares owned by NRF. NRF will bear the registration expenses related to the preparation and filing of the registration statement. The registration rights agreement contains customary indemnification provisions.

 

The descriptions of the assignment agreement, the IRA and the registration rights agreements contained herein are qualified in their entirety by reference to Exhibits 99.3, 99.4, 99.5 and 99.6 hereto, which exhibits are hereby incorporated by reference into this Item 6.

 

To the best knowledge of the Reporting Persons, except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, among the Reporting Persons and among the Reporting Persons and any other person, in each case with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

 

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ITEM 7.                             MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit		Description
99.1		Joint Filing Agreement among Alibaba Group Holding Limited, Alibaba ZT Investment Limited, Cainiao Smart Logistics Investment Limited and New Retail Strategic Opportunities Investments 2 Limited, dated June 21, 2018
99.2		Share Purchase Agreement among ZTO Express (Cayman) Inc., Taobao China Holding Limited, Cainiao Smart Logistics Investment Limited, New Retail Strategic Opportunities Investments 2 Limited and Rising Auspicious Limited, dated May 29, 2018
99.3		Assignment Agreement between Taobao China Holding Limited and Alibaba ZT Investment Limited, dated June 12, 2018
99.4		Investor Rights Agreement among ZTO Express (Cayman) Inc., Alibaba ZT Investment Limited and Cainiao Smart Logistics Investment Limited, dated June 12, 2018
99.5		Registration Rights Agreement among ZTO Express (Cayman) Inc., Alibaba ZT Investment Limited and Cainiao Smart Logistics Investment Limited, dated June 12, 2018
99.6		Form of Registration Rights Agreement between ZTO Express (Cayman) Inc. and New Retail Strategic Opportunities Investments 2 Limited

 

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SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

Dated: June 21, 2018

 

	Alibaba Group Holding Limited
	By:	/s/ Timothy A. Steinert
		Name:	Timothy A. Steinert
		Title:	Authorized Signatory
	Alibaba ZT Investment Limited
	By:	/s/ Timothy A. Steinert
		Name:	Timothy A. Steinert
		Title:	Director
	Cainiao Smart Logistics Investment Limited
	By:	/s/ Lin Wan
		Name:	Lin Wan
		Title:	Director
	New Retail Strategic Opportunities Investments 2 Limited
	By:	/s/ David Egglishaw
		Name:	David Egglishaw
		Title:	Authorized Signatory

 

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SCHEDULE A-1

 

Directors and Executive Officers of Alibaba Group Holding Limited

 

The following table sets forth the names, business addresses and present principal occupation of each director and executive officer of Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands (AGHL). Unless otherwise noted, the business address for each director listed below is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. Unless otherwise noted, the business address for each executive officer listed below is 969 West Wen Yi Road, Yu Hang District, Hangzhou 311121, Peoples Republic of China.

 

Name/Citizenship		Present Principal Occupation
Jack Yun MA, Peoples Republic of China 969 West Wen Yi Road, Yu Hang District, Hangzhou 311121 Peoples Republic of China		Executive Chairman of AGHL
Joseph C. TSAI, Canada		Executive Vice Chairman of AGHL
Daniel Yong ZHANG, Peoples Republic of China 969 West Wen Yi Road, Yu Hang District, Hangzhou 311121 Peoples Republic of China		Director and Chief Executive Officer of AGHL
J. Michael EVANS, Canada		Director and President of AGHL
Eric Xiandong JING, Peoples Republic of China 969 West Wen Yi Road, Yu Hang District, Hangzhou 311121 Peoples Republic of China		Director of AGHL; Chairman and Chief Executive Officer of Ant Financial
Masayoshi SON, Japan c/o SOFTBANK CORP. 1-9-1 Higashi-shimbashi Minato-ku, Tokyo, 105-7303 Japan		Director of AGHL; Founder, Chairman and Chief Executive Officer of SoftBank Group Corp.
Chee Hwa TUNG, Hong Kong		Independent Director of AGHL; Vice Chairman of the Thirteenth National Committee of the Chinese Peoples Political Consultative Conference of the PRC
Walter Teh Ming KWAUK, Canada		Independent Director of AGHL; Senior Advisor of Motorola Solutions (China) Co. Ltd.
Jerry YANG, United States		Independent Director of AGHL; Founding Partner of AME Cloud Ventures
Börje E. EKHOLM, United States and Sweden		Independent Director of AGHL; Head of Patricia Industries Division of Investor AB
Wan Ling MARTELLO, United States		Independent Director of AGHL; Executive Vice President, chief executive officer for Zone Asia, Oceania, Sub-Saharan Africa of Nestlé S.A.
Maggie Wei WU, Hong Kong c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong		Chief Financial Officer of AGHL

 

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Judy TONG, Peoples Republic of China		Chief People Officer of AGHL
Jessie Junfang ZHENG, Peoples Republic of China		Chief Risk Officer and Chief Platform Governance Officer of AGHL
Trudy Shan DAI, Peoples Republic of China		President of Wholesale Marketplaces of AGHL
Timothy Alexander STEINERT, United States		General Counsel and Secretary of AGHL
Chris TUNG, Canada		Chief Marketing Officer of AGHL and President of Alimama of AGHL
Jeff Jianfeng ZHANG, Peoples Republic of China		Chief Technology Officer of AGHL
Simon Xiaoming HU, Peoples Republic of China		President of Alibaba Cloud Computing of AGHL
Sophie Minzhi WU, Peoples Republic of China		Chief Customer Officer of AGHL
Angel Ying ZHAO, Peoples Republic of China		Head of Alibaba Globalization Leadership Group of AGHL and Vice President of Ant Financial
Weidong YANG, Peoples Republic of China		President of Alibaba Digital Media & Entertainment Group of AGHL and President of Youku business group
Fan JIANG, Peoples Republic of China		President of Taobao of AGHL
Jet Jing JIE, Peoples Republic of China		President of Tmall of AGHL

 

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Directors and Executive Officers of Alibaba ZT Investment Limited

 

The following table sets forth the names, business addresses and present principal occupation of each director of Alibaba ZT Investment Limited, a company with limited liability incorporated under the laws of Hong Kong (AZIL). Unless otherwise noted, the business address for each director listed below is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. AZIL does not have any executive officers.

 

Name/Citizenship		Present Principal Occupation
Timothy Alexander STEINERT, United States		Director of AZIL; General Counsel and Secretary of AGHL
Maggie Wei WU, Hong Kong		Director of AZIL; Chief Financial Officer of AGHL
Jason YIP Pak Tung, Hong Kong		Director of AZIL; Senior Director, Finance of AGHL

 

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Directors and Executive Officers of Cainiao Smart Logistics Investment Limited

 

The following table sets forth the names, business addresses and present principal occupation of the sole director of Cainiao Smart Logistics Investment Limited, a company organized under the laws of the British Virgin Islands (Cainiao). The business address for the sole director listed below is c/o Zhejiang Cainiao Supply Chain Management Limited, 588 West Wenyi Road, Xihu District, Hangzhou 310000, Peoples Republic of China. Cainiao does not have any executive officers.

 

Name/Citizenship		Present Principal Occupation
Lin WAN, Peoples Republic of China		Director of Cainiao; President of Cainiao Smart Logistics Network Limited

 

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Directors and Executive Officers of New Retail Strategic Opportunities Investments 2 Limited

 

The following table sets forth the names, business addresses and present principal occupation of each director of New Retail Strategic Opportunities Investments 2 Limited, a company organized under the laws of the Cayman Islands (NRF). The business address for each director listed below is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. NRF does not have any executive officers.

 

Name/Citizenship		Present Principal Occupation
David John Jepson EGGLISHAW, United Kingdom		Director of NRF
Yu ZHANG, Peoples Republic of China		Director of NRF; Chief Financial Officer of Tmall of AGHL
Jun CHEN, Singapore		Director of NRF; Vice President of AGHL

 

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