ZTO Express Cayman : 2022 Annual Report (HKEX)

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

Stock Code : 2057

2022

ANNUAL REPORT

INFORMATION ABOUT OUR WEIGHTED VOTING RIGHT STRUCTURE

ZTO Express (Cayman) Inc. (the "Company") is controlled through weighted voting rights. Our share capital comprises Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share entitles the holder to exercise one vote and each Class B ordinary share entitles the holder to exercise ten votes respectively, on all matters that require a shareholder's vote. Save for the weighted voting rights attached to Class B ordinary shares, the rights attached to all classes of Shares are identical.

As of March 31, 2023, the number of Class B ordinary shares held by our WVR beneficiaries and their respective shareholding and voting rights are as follows:

	Number of	Approximate
	Class B Ordinary	percentage of
	Shares	voting rights
Mr. Meisong Lai(Note 1)	206,100,000	77.6%
Zto Lms Holding Limited(Note 2)	206,100,000	77.6%

Note 1: In additional to above, Mr. Meisong Lai also holds 964,765 Class A ordinary shares held by ZTO Es Holding Limited for purpose of employee shareholding platform, 4,025,182 Class A ordinary shares in the form of ADSs and 2,348,428 of Class A ordinary shares vested from restricted share units as of March 31, 2023. For further information, see "Item 6.E. Directors, Senior Management and Employees - Share Ownership" in the Form 20-F.

Note 2: Zto Lms Holding Limited is a British Virgin islands company beneficially owned by The LMS Family Trust, a trust established under the laws of Singapore and managed by Standard Chartered Trust (Singapore) Limited as trustee. Mr. Meisong Lai is the settlor of The LMS Family Trust and the beneficiaries of the trust are Mr. Meisong Lai and his family members.

As of March 31, 2023, the WVR Beneficiaries were interested in a total of 4,989,947 Class A ordinary shares and 206,100,000 Class B ordinary shares, representing a total of 77.6% voting rights in the Company, based on the number of Class A ordinary shares and Class B ordinary shares held by such person or group with respect to all of our outstanding Class A and Class B ordinary shares as one class, with respect to all matters that require a shareholder's vote.

Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Upon the conversion of all the issued and outstanding Class B ordinary shares into Class A ordinary shares, our Company will issue 206,100,000 Class A ordinary shares, representing approximately 33.9% the total number of issued and outstanding Class A ordinary shares as of March 31, 2023.

If at any time Mr. Meisong Lai and his affiliates collectively own less than 10% of the total issued share capital of the Company, each issued and outstanding Class B ordinary share will be automatically and immediately converted into one Class A ordinary share: (1) upon any sale, transfer, assignment or disposition of any Class B ordinary shares by a holder thereof to any person who is not an Affiliate (as defined in the Articles of Association) of such holder, or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person or entity that is not an Affiliate of such holder, such Class B ordinary share shall be automatically and immediately converted into an one Class A ordinary share.

Prospective investors are advised to be aware of the potential risks of investing in companies with weighed voting rights structures, in particular that interests of the WVR beneficiaries may not necessarily always be aligned with those of our Shareholders as a whole, and that the WVR beneficiaries will be in a position to exercise their higher voting power to influence the affairs of our Company and the outcome of shareholders' resolutions, irrespective of how other shareholders vote. Prospective investors should make the decision to invest in our Company only after due and careful consideration.

TABLE OF CONTENTS

INTRODUCTION

FORWARD-LOOKING STATEMENTS

PART I

EXPLANATORY NOTE

ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 3.	KEY INFORMATION
ITEM 4.	INFORMATION ON THE COMPANY
ITEM 4A.	UNRESOLVED STAFF COMMENTS
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
ITEM 8.	FINANCIAL INFORMATION
ITEM 9.	THE OFFER AND LISTING
ITEM 10.	ADDITIONAL INFORMATION
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES
	ABOUT MARKET RISK
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
PART II
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF
	SECURITY HOLDERS AND USE OF PROCEEDS MATERIAL
	MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
ITEM 15.	CONTROLS AND PROCEDURES
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT
ITEM 16B.	CODE OF ETHICS
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS
	FOR AUDIT COMMITTEES
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
	AFFILIATED PURCHASERS
ITEM 16F.	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
ITEM 16G.	CORPORATE GOVERNANCE
ITEM 16H.	MINE SAFETY DISCLOSURE
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT
	PREVENT INSPECTIONS
PART III
ITEM 17.	FINANCIAL STATEMENTS
ITEM 18.	FINANCIAL STATEMENTS
ITEM 19.	EXHIBITS
SIGNATURES

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

• REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE

ACT OF 1934

OR

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022

OR

• TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

OR

• SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number 001-37922

ZTO Express (Cayman) Inc.

(Exact Name of Registrant as Specified in Its Charter)

N/A

(Translation of Registrant's Name into English)

Cayman Islands

(Jurisdiction of Incorporation or Organization)

Building One, No. 1685 Huazhi Road,

Qingpu District, Shanghai, 201708

People's Republic of China

(Address of Principal Executive Offices)

Huiping Yan, Chief Financial Officer

Building One, No. 1685 Huazhi Road,

Qingpu District, Shanghai, 201708

People's Republic of China

Phone: [phone]

Email: [e-mail]

(Name, Telephone, Email and/or Facsimile Number and Address of Company Contact Person)

2 ZTO Express (Cayman) Inc.

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of Each Exchange on Which Registered
American depositary shares, each representing one Class A		ZTO		New York Stock Exchange
ordinary share par value US$0.0001 per share
Class A ordinary shares, par value US$0.0001 per share	2057		The Stock Exchange of Hong Kong Limited

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the Issuer's classes of capital or common stock as of the close of the period covered by the annual report.

As of December 31, 2022, there were 815,271,784 ordinary shares outstanding, par value $0.0001 per share, being the sum of 609,171,784 Class A ordinary shares, excluding our repurchase of 11,671,525 Class A ordinary shares in the form of ADSs, and 206,100,000 Class B ordinary shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes □ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

□ Yes No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes □ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes □ No

ANNUAL REPORT 2022

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