Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
02 Februar 2024 - 1:04PM
Edgar (US Regulatory)
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 February 2024
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 ¨
EXPLANATORY
NOTE
We
submitted with The Stock Exchange of Hong Kong Limited a monthly return form dated February 2, 2024 in relation to the movements in our
authorized share capital and issued shares in January 2024, attached as Exhibit 99.1 to this current report on Form 6-K.
Exhibit
Index
Exhibit 99.1 – Monthly Return with The Stock Exchange of Hong Kong Limited – Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities
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.
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ZTO Express (Cayman) Inc. |
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By |
: |
/s/
Huiping Yan |
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Name |
: |
Huiping Yan |
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Title |
: |
Chief Financial Officer |
Date:
February 2, 2024
Exhibit 99.1
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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in
Securities
For the month ended: 31 January 2024 Status: New Submission
To : Hong Kong Exchanges and Clearing Limited
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: 02 February 2024
I. Movements in Authorised / Registered Share Capital
1. Class of shares WVR ordinary shares Type of shares Other type (specify in description) Listed on SEHK (Note 1) Yes
Stock code 02057 Description Class A Ordinary Shares
Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 8,000,000,000 USD 0.0001 USD 800,000
Increase / decrease (-) USD
Balance at close of the month 8,000,000,000 USD 0.0001 USD 800,000
2. Class of shares WVR ordinary shares Type of shares Other type (specify in description) Listed on SEHK (Note 1) No
Stock code N/A Description Class B Ordinary Shares
Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 1,000,000,000 USD 0.0001 USD 100,000
Increase / decrease (-) USD
Balance at close of the month 1,000,000,000 USD 0.0001 USD 100,000
3. Class of shares WVR ordinary shares Type of shares Other type (specify in description) Listed on SEHK (Note 1) No
Stock code N/A Description Undesignated |
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Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 1,000,000,000 USD 0.0001 USD 100,000
Increase / decrease (-) USD
Balance at close of the month 1,000,000,000 USD 0.0001 USD 100,000
Total authorised/registered share capital at the end of the month: USD 1,000,000 |
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II. Movements in Issued Shares
1. Class of shares WVR ordinary shares Type of shares Other type(specify in description) Listed on SEHK (Note 1) Yes
Stock code 02057 Description Class A Ordinary Shares
Balance at close of preceding month 606,766,663
Increase / decrease (-) 0
Balance at close of the month 606,766,663
2. Class of shares WVR ordinary shares Type of shares Other type(specify in description) Listed on SEHK (Note 1) No
Stock code N/A Description Class B Ordinary Shares
Balance at close of preceding month 206,100,000
Increase / decrease (-) 0
Balance at close of the month 206,100,000 |
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III. Details of Movements in Issued Shares
(A). Share Options (under Share Option Schemes of the Issuer)
1. Class of shares issuable WVR ordinary shares Type of shares Other type (Please specify) Shares issuable to be listed on SEHK (Note 1) Yes
Other type (Please specify) Class A Ordinary Shares
Stock code of shares issuable (if listed on SEHK) (Note 1) 02057
Particulars of share option
scheme
Number of share
options outstanding at
close of preceding
month
Movement during the month
Number of share options
outstanding at close of
the month
No. of new shares of
issuer issued during the
month pursuant thereto
(A)
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
The total number of
securities which may be
issued upon exercise of
all share options to be
granted under the
scheme at close of the
month
1). 2016 Share Incentive
Plan
0 0 0 0 0
General Meeting approval
date (if applicable)
Total A (WVR ordinary shares Class A Ordinary Shares):
Total funds raised during the month from exercise of options:
Remarks:
The scheme limit of the 2016 Share Incentive Plan (the “2016 Plan”) has been capped at 21,000,000 shares. No new shares of ZTO Express (Cayman) Inc. will be issued pursuant to the 2016
Plan.
(B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable |
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(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed)
1. Class of shares issuable WVR ordinary shares Type of shares Other type (Please specify) Shares issuable to be listed on SEHK (Note 1) Yes
Other type (Please specify) Class A Ordinary Shares
Stock code of shares issuable (if listed on SEHK) (Note 1) 02057
Description of the Convertibles Currency Amount at close of
preceding month Movement during the month Amount at close of the
month
No. of new shares of
issuer issued during the
month pursuant thereto
(C)
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
1). Convertible Senior Notes
Due 2027 (the “2027
Notes”)
USD 1,000,000,000 1,000,000,000 0 32,041,936
Type of convertibles Bond/Notes
Stock code of the Convertibles
(if listed on SEHK) (Note 1)
Subscription/Conversion price USD 31.2091
General Meeting approval date
(if applicable)
Total C (WVR ordinary shares Class A Ordinary Shares): 0
(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes) Not applicable
(E). Other Movements in Issued Share Not applicable
Total increase / decrease (-) in WVR ordinary shares Class A Ordinary Shares during the month (i.e. Total of A to E) 0 |
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IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
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V. Confirmations
We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III and IV which has not been
previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:
(Note 2)
(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 listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 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 3);
(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 been 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.
Submitted by: Songfei LI
Title: Joint Company Secretary
(Director, Secretary or other Duly Authorised Officer)
Notes
1. SEHK refers to Stock Exchange of Hong Kong.
2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return
published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return. |
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3. “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.
4. If there is insufficient space, please submit additional document.
5. In the context of repurchase of shares:
. “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and
. “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and
. “class of shares issuable” should be construed as “class of shares repurchased”; and
. “issue and allotment date” should be construed as “cancellation date”
6. In the context of redemption of shares:
. “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and
. “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and
. “class of shares issuable” should be construed as “class of shares redeemed”; and
. “issue and allotment date” should be construed as “redemption date” |
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