Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
July 22 2024 - 6:02AM
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 July 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 ¨
Exhibit Index
Exhibit 99.1 – Next Day Disclosure Return dated July 19, 2024
Exhibit 99.2 – Next Day Disclosure Return dated July 22, 2024
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. |
|
By |
: |
/s/ Huiping Yan |
|
Name |
: |
Huiping Yan |
|
Title |
: |
Chief Financial Officer |
Date: July 22, 2024
Exhibit 99.1
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Next Day Disclosure Return
(Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares)
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: 19 July 2024
Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the
Exchange (the “GEM Rules”).
Section I
1. Class of shares WVR ordinary shares Type of shares Other type (specify in description) Listed on the Exchange Yes
Stock code (if listed) 02057 Description Class A Ordinary Shares
A. Changes in issued shares or treasury shares
Events
Changes in issued shares
(excluding treasury shares)
Number of issued
shares (excluding
treasury shares)
As a % of existing
number of issued
shares (excluding
treasury shares) before
the relevant event
(Note 3)
Changes in treasury
shares
Number of treasury
shares
Issue/ selling price per
share (Note 4)
Total number of issued
shares
Opening balance as at (Note 1) 16 July 2024 606,766,663 0 606,766,663
1). Other (please specify)
See Part B
Date of changes 18 July 2024
%
Closing balance as at (Notes 5 and 6) 18 July 2024 606,766,663 0 606,766,663
|
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B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6)
1). Repurchase of shares but not cancelled
Repurchase of 479,050 American depository shares (representing 479,050 class
A ordinary shares) on July 5, 2024 U.S. time
Date of changes 05 July 2024
479,050 0.06 % USD 19.84
2). Repurchase of shares but not cancelled
Repurchase of 191,522 American depository shares (representing 191,522 class
A ordinary shares) on July 8, 2024 U.S. time
Date of changes 08 July 2024
191,522 0.02 % USD 19.98
3). Repurchase of shares but not cancelled
Repurchase of 145,068 American depository shares (representing 145,068 class
A ordinary shares) on July 10, 2024 U.S. time
Date of changes 10 July 2024
145,068 0.02 % USD 20
4). Repurchase of shares but not cancelled
Repurchase of 50,924 American depository shares (representing 50,924 class A
ordinary shares) on July 16, 2024 U.S. time
Date of changes 16 July 2024
50,924 0.01 % USD 20
5). Repurchase of shares but not cancelled
Repurchase of 168,169 American depository shares (representing 168,169 class
A ordinary shares) on July 18, 2024 U.S. time
Date of changes 18 July 2024
168,169 0.02 % USD 20
Remarks: The percentage as stated in the above "changes in issued shares (excluding treasury shares) as a % of existing number of issued shares (excluding treasury shares)
before the relevant event" column was calculated based on the Company's total number of issued and outstanding shares of 812,866,663 shares (comprising
606,766,663 Class A ordinary shares and 206,100,000 Class B ordinary shares). |
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Confirmation
Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each issue of shares or sale or transfer of treasury
shares as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory
requirements and, insofar as applicable:
(Note 7)
(i) all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it;
(ii) all pre-conditions for the listing imposed by the Main Board Rules / GEM 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 8);
(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 all 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, sale or transfer;
(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.
Notes to Section I:
1. 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.
2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of
changes. 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.
3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued
shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. |
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4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”.
Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given.
5. The closing balance date is the date of the last relevant event being disclosed.
6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 /
GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled.
If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as
at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B.
7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases.
8. “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. |
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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).
Repurchase report
Section II
1. Class of shares WVR ordinary shares Type of shares Other type (specify in description) Listed on the Exchange Yes
Stock code (if listed) 02057 Description Class A Ordinary Shares
A. Repurchase report
Trading date Number of shares
repurchased
Method of repurchase
(Note 1)
Repurchase price per share or
highest repurchase price per
share $
Lowest repurchase
price per share $ Aggregate price paid $
1). 18 July 2024 168,169 On another stock exchange
New York Stock Exchange
USD 20 USD 19.96 USD 3,362,808.23
Total number of shares
repurchased 168,169 Aggregate price paid $ USD 3,362,808.23
Number of shares
repurchased for
cancellation
168,169
Number of shares
repurchased for holding
as treasury shares
0
B. Additional information for issuer who has a primary listing on the Exchange
1). Date of the resolution granting the repurchase mandate 18 June 2024
2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 81,286,666
3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 1,034,733
4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate
(a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate
0.12729 %
5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A
(Note 2)
Up to 17 August 2024 |
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We hereby confirm that the repurchases made on the Exchange set out in Part A above were made in accordance with the Main Board Rules / GEM Rules and that there have been no material
changes to the particulars contained in the Explanatory Statement dated April 19, 2024 which has been filed with the Exchange. We also confirm that any repurchases made on another stock
exchange set out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange.
Notes to Section II:
1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.
2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii)
announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise,
without the prior approval of the Exchange. |
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Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable
under Main Board Rule 10.06B / GEM Rule 13.14B.
Report of on-market sale of treasury shares Not applicable
Submitted by: Songfei LI
(Name)
Title: Joint Company Secretary
(Director, Secretary or other Duly Authorised Officer) |
Exhibit 99.2
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Next Day Disclosure Return
(Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares)
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: 22 July 2024
Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the
Exchange (the “GEM Rules”).
Section I
1. Class of shares WVR ordinary shares Type of shares Other type (specify in description) Listed on the Exchange Yes
Stock code (if listed) 02057 Description Class A Ordinary Shares
A. Changes in issued shares or treasury shares
Events
Changes in issued shares
(excluding treasury shares)
Number of issued
shares (excluding
treasury shares)
As a % of existing
number of issued
shares (excluding
treasury shares) before
the relevant event
(Note 3)
Changes in treasury
shares
Number of treasury
shares
Issue/ selling price per
share (Note 4)
Total number of issued
shares
Opening balance as at (Note 1) 18 July 2024 606,766,663 0 606,766,663
1). Other (please specify)
See Part B
Date of changes 19 July 2024
%
Closing balance as at (Notes 5 and 6) 19 July 2024 606,766,663 0 606,766,663
|
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B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6)
1). Repurchase of shares but not cancelled
Repurchase of 479,050 American depository shares (representing 479,050 class
A ordinary shares) on July 5, 2024 U.S. time
Date of changes 05 July 2024
479,050 0.06 % USD 19.84
2). Repurchase of shares but not cancelled
Repurchase of 191,522 American depository shares (representing 191,522 class
A ordinary shares) on July 8, 2024 U.S. time
Date of changes 08 July 2024
191,522 0.02 % USD 19.98
3). Repurchase of shares but not cancelled
Repurchase of 145,068 American depository shares (representing 145,068 class
A ordinary shares) on July 10, 2024 U.S. time
Date of changes 10 July 2024
145,068 0.02 % USD 20
4). Repurchase of shares but not cancelled
Repurchase of 50,924 American depository shares (representing 50,924 class A
ordinary shares) on July 16, 2024 U.S. time
Date of changes 16 July 2024
50,924 0.01 % USD 20
5). Repurchase of shares but not cancelled
Repurchase of 168,169 American depository shares (representing 168,169 class
A ordinary shares) on July 18, 2024 U.S. time
Date of changes 18 July 2024
168,169 0.02 % USD 20
6). Repurchase of shares but not cancelled
Repurchase of 572,515 American depository shares (representing 572,515 class
A ordinary shares) on July 19, 2024 U.S. time
Date of changes 19 July 2024
572,515 0.07 % USD 19.85
Remarks: The percentage as stated in the above "changes in issued shares (excluding treasury shares) as a % of existing number of issued shares (excluding treasury shares)
before the relevant event" column was calculated based on the Company's total number of issued and outstanding shares of 812,866,663 shares (comprising
606,766,663 Class A ordinary shares and 206,100,000 Class B ordinary shares). |
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Confirmation
Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each issue of shares or sale or transfer of treasury
shares as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory
requirements and, insofar as applicable:
(Note 7)
(i) all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it;
(ii) all pre-conditions for the listing imposed by the Main Board Rules / GEM 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 8);
(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 all 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, sale or transfer;
(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.
Notes to Section I:
1. 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.
2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of
changes. 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.
3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued
shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. |
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4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”.
Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given.
5. The closing balance date is the date of the last relevant event being disclosed.
6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 /
GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled.
If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as
at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B.
7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases.
8. “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. |
| FF305
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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).
Repurchase report
Section II
1. Class of shares WVR ordinary shares Type of shares Other type (specify in description) Listed on the Exchange Yes
Stock code (if listed) 02057 Description Class A Ordinary Shares
A. Repurchase report
Trading date Number of shares
repurchased
Method of repurchase
(Note 1)
Repurchase price per share or
highest repurchase price per
share $
Lowest repurchase
price per share $ Aggregate price paid $
1). 19 July 2024 572,515 On another stock exchange
New York Stock Exchange
USD 20 USD 19.74 USD 11,366,884.56
Total number of shares
repurchased 572,515 Aggregate price paid $ USD 11,366,884.56
Number of shares
repurchased for
cancellation
572,515
Number of shares
repurchased for holding
as treasury shares
0
B. Additional information for issuer who has a primary listing on the Exchange
1). Date of the resolution granting the repurchase mandate 18 June 2024
2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 81,286,666
3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 1,607,248
4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate
(a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate
0.19773 %
5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A
(Note 2)
Up to 18 August 2024 |
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We hereby confirm that the repurchases made on the Exchange set out in Part A above were made in accordance with the Main Board Rules / GEM Rules and that there have been no material
changes to the particulars contained in the Explanatory Statement dated April 19, 2024 which has been filed with the Exchange. We also confirm that any repurchases made on another stock
exchange set out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange.
Notes to Section II:
1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.
2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii)
announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise,
without the prior approval of the Exchange. |
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Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable
under Main Board Rule 10.06B / GEM Rule 13.14B.
Report of on-market sale of treasury shares Not applicable
Submitted by: Songfei LI
(Name)
Title: Joint Company Secretary
(Director, Secretary or other Duly Authorised Officer) |
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