0001193125-17-038307.txt : 20170210 0001193125-17-038307.hdr.sgml : 20170210 20170210161502 ACCESSION NUMBER: 0001193125-17-038307 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170210 DATE AS OF CHANGE: 20170210 GROUP MEMBERS: KUI ZHOU GROUP MEMBERS: MAX BEYOND LTD GROUP MEMBERS: NEIL NANPENG SHEN GROUP MEMBERS: SEQUOIA CAPITAL EQUITY INVESTMENT MANAGEMENT (TIANJIN) LTD GROUP MEMBERS: SHANGHAI HUANYE INVESTMENT CENTRE PARTNERSHIP (L.P.) GROUP MEMBERS: SHANGHAI ZHEYUAN INVESTMENT CENTRE (L.P.) SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZTO Express (Cayman) Inc. CENTRAL INDEX KEY: 0001677250 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING & COURIER SERVICES (NO AIR) [4210] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89835 FILM NUMBER: 17593467 BUSINESS ADDRESS: STREET 1: BUILDING ONE, NO. 1685 HUAZHI ROAD STREET 2: QINGPU DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 201708 BUSINESS PHONE: 8621 59139988 MAIL ADDRESS: STREET 1: BUILDING ONE, NO. 1685 HUAZHI ROAD STREET 2: QINGPU DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 201708 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Max Alpha Ltd CENTRAL INDEX KEY: 0001697659 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: SUITE 3613, 36/F TWO PACIFIC PLACE STREET 2: 88 QUEENSWAY CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 852 2501 8989 MAIL ADDRESS: STREET 1: SUITE 3613, 36/F TWO PACIFIC PLACE STREET 2: 88 QUEENSWAY CITY: HONG KONG STATE: K3 ZIP: 00000 SC 13G 1 d339841dsc13g.htm SC 13G SC 13G

 

 

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 People’s 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 People’s 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 People’s 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 People’s 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 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 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 People’s 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