ZTO Express (Cayman) Inc 6-K, filed Jul 10, 2023
ZTO Express (Cayman) Inc. (ZTO)
About this 6-K
ZTO Express (Cayman) Inc filed this 6-K on July 10, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2023
Commission File Number: 001-37922
ZTO Express (Cayman) Inc.
Building One, No. 1685 Huazhi Road
Qingpu District
Shanghai, 201708
People's Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Exhibit Index
Exhibit 99.1 – Next Day Disclosure Return dated July 10, 2023
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ZTO Express (Cayman) Inc. | |||
| By | : | /s/ Huiping Yan | |
| Name | : | Huiping Yan | |
| Title | : | Chief Financial Officer | |
Date: July 10, 2023
3
| FF304 Page 1 of 5 v 1.2.4 Next Day Disclosure Return (Equity issuer - changes in issued share capital and/or share buybacks) Instrument: Equity issuer Status: New Submission Name of Issuer: ZTO Express (Cayman) Inc. (A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability) Date Submitted: 10 July 2023 Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Main Board Rules (the “Main Board Listing Rules”) / rule 17.27A of the GEM Rules (the “GEM Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) Section I 1. Type of shares WVR ordinary shares Class of shares Other class (specify in description) Listed on SEHK (Note 11) Yes Stock code (if listed) 02057 Description Class A Ordinary Shares Issues of shares (Notes 6 and 7) No. of shares Issued shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7) Issue price per share (Notes 1 and 7) Closing market price per share of the immediately preceding business day (Note 5) % discount(-)/ premium of issue price to market price (Note 7) Opening balance as at (Note 2) 06 July 2023 611,017,539 1). Repurchase of shares (or other securities) but not cancelled Repurchase of 36,400 American depository shares (representing 36,400 class A ordinary shares) on June 29, 2023 U.S. time Date of changes 29 June 2023 36,400 % % 2). Repurchase of shares (or other securities) but not cancelled Repurchase of 186,382 American depository shares (representing 186,382 class A ordinary shares) on June 30, 2023 U.S. time Date of changes 30 June 2023 186,382 % % 3). Repurchase of shares (or other securities) but not cancelled Repurchase of 279,468 American depository shares 279,468 % % |
| FF304 Page 2 of 5 v 1.2.4 (representing 279,468 class A ordinary shares) on July 3, 2023 U.S. time Date of changes 03 July 2023 4). Repurchase of shares (or other securities) but not cancelled Repurchase of 630,460 American depository shares (representing 630,460 class A ordinary shares) on July 5, 2023 U.S. time Date of changes 05 July 2023 630,460 % % 5). Repurchase of shares (or other securities) but not cancelled Repurchase of 651,262 American depository shares (representing 651,262 class A ordinary shares) on July 6, 2023 U.S. time Date of changes 06 July 2023 651,262 % % 6). Repurchase of shares (or other securities) but not cancelled Repurchase of 97,672 American depository shares (representing 97,672 class A ordinary shares) on July 7, 2023 U.S. time Date of changes 07 July 2023 97,672 % % Closing balance as at (Note 8) 07 July 2023 611,017,539 |
| FF304 Page 3 of 5 v 1.2.4 We hereby confirm to the best knowledge, information and belief that, in relation to each issue of securities as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable: (Note 9) (i) all money due to the listed issuer in respect of the issue of securities has been received by it; (ii) all pre-conditions for the listing imposed by the Main Board Listing Rules / GEM Listing Rules under "Qualifications of listing" have been fulfilled; (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; (iv) all the securities of each class are in all respects identical (Note 10); (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements; (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue; (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies. Notes to Section I: 1. Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given. 2. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. 3. Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. 4. The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for such purpose any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day Disclosure Return. 5. Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as “closing market price per share of the business day on which the shares were last traded”. 6. In the context of a repurchase of shares: ■ “issues of shares” should be construed as “repurchases of shares”; and |
| FF304 Page 4 of 5 v 1.2.4 ■ “issued shares as a % of existing number of shares before relevant share issue” should be construed as “repurchased shares as a % of existing number of shares before relevant share repurchase”. 7. In the context of a redemption of shares: ■ “issues of shares” should be construed as “redemptions of shares”; ■ “issued shares as a % of existing number of shares before relevant share issue” should be construed as “redeemed shares as a % of existing number of shares before relevant share redemption”; and ■ “issue price per share” should be construed as “redemption price per share”. 8. The closing balance date is the date of the last relevant event being disclosed. 9. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. 10. “Identical” means in this context: ■ the securities are of the same nominal value with the same amount called up or paid up; ■ they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and ■ they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. 11. SEHK refers to Stock Exchange of Hong Kong. |
| FF304 Page 5 of 5 v 1.2.4 Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1). The issuer has Purchase report or additional information for issuer whose primary listing is on the Exchange Section II 1. Type of shares WVR ordinary shares Class of shares Other class (specify in description) Listed on SEHK (Note) Yes Stock code (if listed) 02057 Description Class A Ordinary Shares A. Purchase report Trading date Number of securities purchased Method of purchase (Note) Price per share or highest price paid $ Lowest price paid $ Total paid $ 1). 07 July 2023 97,672 On another stock exchange New York Stock Exchange USD 25 USD 24.975 USD 2,440,979.56 Total number of securities purchased 97,672 Total paid $ USD 2,440,979.56 B. Additional information for issuer whose primary listing is on the Exchange 1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution) (a) 1,881,644 2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution ( (a) x 100 )/ Number of shares in issue 0.23028 % We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Main Board Listing Rules / GEM Listing Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated May 10, 2023 which has been filed with the Exchange. We also confirm that any purchases set out in A above which were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange. Remarks: The "Exchange" mentioned in B above includes both The Stock Exchange of Hong Kong Limited and the New York Stock Exchange. The total number of issued and outstanding shares on the date of the ordinary resolution referred to in B above was 817,117,539 (comprising 611,017,539 Class A ordinary shares and 206,100,000 Class B ordinary shares). Note to Section II: Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer. Submitted by: Songfei LI (Name) Title: Joint Company Secretary (Director, Secretary or other Duly Authorised Officer) |
