CORRESP 1 filename1.htm

 

ZTO EXPRESS (CAYMAN) INC.

 

 

October 24, 2016

 

 

VIA EDGAR

 

Mr. J. Nolan McWilliams

Ms. Julie Griffith

Mr. Patrick Kuhn

Ms. Claire Erlanger

Office of Transportation and Leisure

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

Re:          ZTO Express (Cayman) Inc. (CIK No. 0001677250)

Registration Statement on Form F-1 (Registration No. 333-213882)

Registration Statement on Form 8-A (Registration No. 001-37922)

 

Dear Ladies and Gentlemen:

 

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, ZTO Express (Cayman) Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be accelerated to, and that the Registration Statement become effective at, 4 p.m., Eastern Daylight Time on October 26, 2016, or as soon thereafter as practicable.

 

The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the American depositary shares representing ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

 

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

 

The Company understands that the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.

 

[Signature page follows]

 


 

 

Very truly yours,

 

 

 

 

 

ZTO Express (Cayman) Inc.

 

 

 

 

 

 

By:

/s/ Meisong Lai

 

 

Name:

Meisong Lai

 

 

Title:

Chairman and Chief Executive Officer

 

[Signature Page to Issuer Acceleration Request]