Exhibit 10.7

 

Executed Version

 

Voting Rights Proxy Agreement

 

Regarding

 

ZTO Express Co., Ltd.

 

Among

 

Meisong Lai

 

Jianfa Lai

 

Jilei Wang

 

Xiangliang Hu

 

Shunchang Zhang

 

Shareholders listed in Annex I

 

ZTO Express Co., Ltd.

 

And

 

Shanghai Zhongtongji Network Technology Co., Ltd.

 

August 18, 2015

 











 

Voting Rights Proxy Agreement

 

This Voting Rights Proxy Agreement (this “Agreement”), dated August 18, 2015, is made by and among:

 

1.                                ZTO Express Co., Ltd. (the “Company”)

 

Registered address: Block 1, 1685 Hua Zhi Road, Huaxin Town, Qingpu District, Shanghai
 Legal representative: Meisong Lai

 

2.                                Shanghai Zhongtongji Network Technology Co., Ltd. (the “WFOE”)

 

Registered address: Block 5, 1685 Hua Zhi Road, Huaxin Town, Qingpu District, Shanghai
 Legal representative: Meisong Lai

 

3.                                Meisong Lai

 

4.                                Jianfa Lai

 

5.                                Jilei Wang

 

6.                                Xiangliang Hu

 

7.                                Shunchang Zhang

 

8.                                Xuebing Shang

 

9.                                Feixiang Qiu

 

10.                         Baixi Lan

 

11.                         Feng Meng

 

12.                         Hongjun Xu

 

13.                         Yaoren Zhang

 

14.                         Beijing Sequoia Xinyuan Equity Investment Center (L.P.), business license No. 110114015001641

 

15.                         Tianjin Sequoia Juye Equity Investment Centre (L.P.), business license No. 120192000071010

 

16.                         Lemou Wu

 

17.                         Jianying Teng

 

18.                         Baozhen Li

 

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19.                         Shumin Ma

 

20.                         Wei Wang

 

21.                         Jianchang Lai

 

22.                         Mingsong Lai

 

23.                         Senliang Wang

 

24.                         Youwang Zeng

 

25.                         Zongrui Hong

 

26.                         Lijun Huang

 

27.                         Zhiming Lin

 

28.                         Rui Wang

 

29.                         Dianyuan Ren

 

30.                         Minye Xu

 

31.                         Ziwen Chen

 

32.                         Shunfeng Chen

 

33.                         Fushan Cui

 

34.                         Jian Zhang

 

35.                         Shunmei Pan

 

36.                         Xiaoliang Yuan

 

37.                         Haifeng Zhou

 

38.                         Jiangxiu Xi

 

39.                         Kunman Xiao

 

40.                         Weijun Yao

 

41.                         Bo Yang

 

42.                         Genfu Zhu

 

43.                         Jian Zhang

 

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44.                         Yongfang Pan

 

45.                         Beijng Wudao Technology Investment Management Co., Ltd., business license No. 110108018485177

 

(the above No. 3 to No. 45 are collectively referred to as the “Shareholders”)

 

(Each of the above individually being referred to as a “Party” and collectively the “Parties”)

 

Whereas:

 

1.                  The Shareholders are the registered shareholders of the Company, who hold in aggregate 100% shares of the Company; and

 

2.              The Shareholders intend to severally entrust all of their voting rights in the Company to the individuals designated by the WFOE, and the WFOE intends to designate the individuals to accept such entrust.

 

Now THEREFORE, the Parties hereby reach the agreement as follows:

 

ARTICLE I
 VOTING RIGHT DELEGATION

 

1.1                               The Shareholders hereby irrevocably undertake to respectively sign a power of attorney in substance and form as set forth in Annex 2 hereof after the signing of this Agreement, to respectively entrust the individual then designated by the WFOE (hereinafter, the “Proxy”) to exercise, on behalf of each of the Shareholders, the following rights that the Shareholders are entitled to in the capacity of shareholders of the Company under the then effective articles of association of the Company (collectively, the “Proxy Rights”):

 

(1)                                 To propose to convene and attend Shareholders’ meetings of the Company as the representative of each of the Shareholders in accordance to the articles of association of the Company;

 

(2)                                 To exercise the voting rights and all the other rights of the Shareholders as specified in the PRC laws and the articles of association of the Company, including without limitation, the sale, transfer, pledge or disposal of its shares or the Company’s assets in whole or in part;

 

(3)                                 To exercise, on behalf of each of the Shareholders, their voting rights on all matters requiring discussion or resolutions of the Shareholders’ meetings of the Company, including without limitation, the appointment and election of the Company’s directors and other senior management to be appointed and removed by the Shareholders’ meeting;

 

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(4)                                 To exercise, as an agent of the Shareholders, other voting rights of the shareholders set forth in the articles of association of the Company, as amended from time to time.

 

The WFOE or the Proxy may execute the transfer documents and any other relevant documents necessary for the Shareholders to perform their obligations under the Equity Pledge Agreement and the Exclusive Option Agreement entered into on the same day as the date of the power of attorney, within the scope of authorization and on behalf of the Shareholders, and timely perform any other obligation thereunder.

 

Any action taken or any document executed by the WFOE or the Proxy relating to the Company shall be deemed as an action taken or a document executed by the Shareholders themselves. The Shareholders hereby recognize, acknowledge and approve any action taken and document executed by the WFOE or the Proxy.

 

The Proxy may sub-delegate their Proxy Rights and may entrust other persons or entities with any of the abovementioned matters without first sending a notice to or obtaining the consent of the Shareholders.

 

The power of attorney shall be irrevocable and remain valid upon the date of its execution for so long as the Shareholder remain as a shareholder of the Company.

 

Throughout the term of the power of attorney, the Shareholders hereby waive all the rights relating to their shares already authorized to the Proxy through the power of attorney and shall cease to exercise such rights on their own.

 

The above authorization and entrustment are granted on the condition that the Proxy is a PRC citizen and that the WFOE approves such authorization and entrustment. Upon and only upon written notice of dismissing or replacing the Proxy(ies) given by the WFOE to each of the Shareholders shall the Shareholder promptly entrust another PRC citizen then designated by the WFOE to exercise the above Proxy Rights, and the new authorization and entrustment shall, upon the grant, supersede the previous authorization and entrustment. The Shareholders shall not revoke the authorization and entrustment to the Proxy(ies) unless as provided in this Article.

 

1.2                               The WFOE shall cause the Proxy to perform its obligations in respect of the entrustment hereunder to the extent authorized hereunder with due care and diligence and in compliance with laws. The Shareholders acknowledge and shall assume liabilities for any legal consequences arising as a result of the Proxy’s exercise of the foregoing Proxy Rights.

 

1.3                               The Shareholders hereby confirm that the Proxy is not required to seek opinions from the relevant Shareholder prior to their exercise of the foregoing Proxy Rights. However, the Proxy shall inform the Shareholders in a timely manner of any 

 

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resolution or proposal on convening an interim shareholders’ meeting after such resolution or proposal is made.

 

1.4                               All the Shareholders acknowledge and agree that they shall, at the Shareholders’ meeting held for election of the Board directors of the Company, (i) vote for the candidate recommended or appointed by Beijng Wudao Technology Investment Management Co., Ltd. and make sure such candidate will be elected as a director; and (ii) vote for the candidate jointly recommended or appointed by Beijing Sequoia Xinyuan Equity Investment Center (L.P.) and Tianjin Sequoia Juye Equity Investment Centre (L.P.) and make sure such candidate will be elected as a director. The Proxy hereby agrees that he as the agent of the Shareholders shall, at the Shareholders’ meeting held for election of the Board directors of the Company, (i) vote for the candidate recommended or appointed by Beijng Wudao Technology Investment Management Co., Ltd. and make sure such candidate will be elected as a director; and (ii) vote for the candidate jointly recommended or appointed by Beijing Sequoia Xinyuan Equity Investment Center (L.P.) and Tianjin Sequoia Juye Equity Investment Centre (L.P.) and make sure such candidate will be elected as a director.

 

ARTICLE II

 

RIGHT TO INFORMATION

 

2.1                               For the purpose of exercising the Proxy Rights hereunder, the Proxy is entitled to get knowledge of various relevant information of the Company such as those in respect of its operation, business, customers, finance and employees, and shall have access to the relevant documentations and materials of the Company. The Company shall fully cooperate with the Proxy in this regard.

 

ARTICLE III

 

EXERCISE OF THE PROXY RIGHTS

 

3.1                               The Shareholders will provide sufficient assistance to the Proxy with regard to his exercise of the Proxy Rights, including timely execution where necessary of resolutions of shareholders’ meetings adopted by the Proxy or other pertinent legal documents (e.g., where the same is required in order to submit documents for purpose of governmental approvals, registrations or filings.).

 

3.2                               If at any time within the term of this Agreement, the grant or exercise of the Proxy Rights hereunder is unrealizable for whatever cause (except for default of any Shareholder or the Company), the Parties shall immediately seek the most similar alternative solution and, if necessary, enter into a supplementary agreement to amend or adjust the provisions herein, in order to ensure the realization of the purpose of this Agreement.

 

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ARTICLE IV

 

EXEMPTION AND COMPENSATION

 

4.1                               The Parties acknowledge that in no case shall the WFOE be required to be liable to or compensate (monetary or otherwise) the other Parties or any third party in respect of exercise of the Proxy Rights hereunder by the individuals designated by it.

 

4.2                               The Company agrees to indemnify and hold the WFOE and the Proxy free from and harmless against all losses incurred or likely to be incurred due to exercise of the Proxy Rights by the Proxy, including without limitation, any loss resulting from any litigation, demand, arbitration or claim by any third party against it or from administrative investigation or penalty, provided, however, that no indemnification is available for any losses caused by a willful default or gross negligence of the WFOE or the Proxy.

 

ARTICLE V

 

REPRESENTATIONS AND WARRANTIES

 

5.1                               Each Shareholder hereby represents and warrants that:

 

5.1.1.                  It is a PRC citizen with full capacity of conduct, a limited partnership or a limited liability company It has the complete and independent legal status and legal capacity to execute, deliver and perform this Agreement and can independently act as a party to a lawsuit.

 

5.1.2.                  It has the full power and authority to execute and deliver this Agreement and all other documents relating to the transaction contemplated hereby that are to be executed by it; and the full power and authority to consummate the transaction contemplated hereby. This Agreement is duly executed and delivered by it. This Agreement shall constitute its legal and binding obligation and may be enforceable against it in accordance with the terms hereof.

 

5.1.3.                  It is the registered legal shareholder of the Company as of the effective date of this Agreement. Except for those rights created under this Agreement, the Equity Interest Pledge Agreement and the Exclusive Option Agreement entered into by and between the Shareholders, the Company and the WFOE, the Proxy Rights are free of any third-party right. Pursuant to this Agreement, the Proxy may exercise the Proxy Rights fully and completely in accordance with the then effective articles of association of the Company.

 

5.2                               Each of the WFOE and the Company hereby represents and warrants severally that:

 

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5.2.1.                  It is a limited liability company duly registered and validly existing under the laws where it is registered and has the independent legal person status. It has the full and independent legal status and legal capacity to execute, deliver and perform this Agreement and can independently act as a party to a lawsuit.

 

5.2.2.                  It has the full corporate power and authority to execute and deliver this Agreement and all other documents relating to the transaction contemplated hereby that are to be executed by it. It has the full power and authority to consummate the transaction contemplated hereby.

 

5.3                               The Company further represents and warrants that:

 

5.3.1.                  Each Shareholder is the registered legal shareholder of the Company as of the effective date of this Agreement. Except for those rights created under this Agreement, the Equity Interest Pledge Agreement and the Exclusive Option Agreement entered into by and between the Shareholders, the Company and the WFOE, the Proxy Rights are free of any third-party right. Pursuant to this Agreement, the Proxy may exercise the Proxy Rights fully and completely in accordance with the then effective articles of association of the Company.

 

ARTICLE VI

 

TERM OF THIS AGREEMENT

 

6.1                               This Agreement shall come into force as of the date of being signed by the Parties, and shall remain valid unless it is terminated at an earlier date upon the written agreement of the Parties.

 

6.2                               If any Shareholder transfers all of the equity interest it holds in the Company to any person with the WFOE’s prior consent, the Shareholder will no longer be a Party hereto and the obligations and undertakings of any other Parties hereunder will not be adversely affected.

 

ARTICLE VII

 

NOTICES

 

7.1                               Any notice, request, demand and other correspondences required by this Agreement or made in accordance with this Agreement shall be delivered in writing to the relevant Party(ies).

 

7.2                               The above notices or other correspondence shall be deemed delivered (i) upon being sent out if by facsimile or electric transmission, or (ii) upon handover in person if by hand delivery; or (iii) upon the fifth (5th) day of being posted if by mail.

 

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ARTICLE VIII

 

CONFIDENTIALITY

 

8.1                               Regardless of the termination of this Agreement, each Party is obligated to keep strictly confidential trade secrets, proprietary information, clients’ information and all other information of confidential nature related to the other Parties that are known to the former Party during the course of its execution and performance of this Agreement (the “Confidential Information”). Unless as agreed to by the Party who disclosed the Confidential Information in writing in advance, or as required by the relevant laws, regulations or the requirements applicable where an affiliate of any Party is listed, the receiving party of the Confidential Information shall not disclose to any third party any of such Confidential Information. Except for the purpose of performing this Agreement, the receiving Party shall not use any Confidential Information.

 

8.2                               The Confidential Information does not include:

 

(a)                                 the information that has previously been lawfully acquired by the Party receiving the information as evidenced by certain written evidence;

 

(b)                                 the information entering the public domain without attribution to any fault of the Party receiving the information; or

 

(c)                                  the information lawfully acquired by the Party receiving the information from other sources after being received by the Party.

 

8.3                               The receiving Party may disclose Confidential Information to its relevant employees, agents or professionals engaged by it, provided, however, the receiving Party shall ensure that such persons shall abide by the relevant terms and conditions of this Agreement, and shall assume any liability incurred as a result of the breach by any of such persons of the relevant terms and conditions of this Agreement.

 

8.4                               Notwithstanding any other provision of this Agreement, this Article 8 shall survive the termination of this Agreement.

 

ARTICLE IX

 

LIABILITIES FOR BREACH

 

9.1                               The Parties agree and confirm that, if any of the Parties (the “Breaching Party”) is materially in breach of any provision hereof, or materially fails or delays in performing any of the obligations hereunder, a breach hereof is constituted (a “Breach”), and any of the other Parties which does not commit any Breach (a “Non-breaching Party”) has the right to require that the Breaching Party rectify it or take a remedial action within a reasonable period. If the Breaching Party fails 

 

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to rectify the Breach or take remedial actions within the reasonable period or within ten (10) days of the other Party’s written rectification notice, then:

 

9.1.1.                  if any Shareholder or the Company is the Breaching Party, the WFOE is entitled to terminate this Agreement and require the Breaching Party to indemnify it against its damage;

 

9.1.2.                  if the WFOE is the Breaching Party, each of the Non-defaulting Parties is entitled to require the Breaching Party to indemnify it against its damage; but unless otherwise provided for by law, in no case does it have the right to terminate or rescind this Agreement.

 

9.2                               Notwithstanding any other provision herein, this Article 9 shall survive the suspension or termination of this Agreement.

 

ARTICLE X

 

MISCELLANEOUS

 

10.1                        This Agreement is written in Chinese in ten (10) originals, with Beijng Wudao Technology Investment Management Co., Ltd. holding one (1), Beijing Sequoia Xinyuan Equity Investment Center (L.P.) and Tianjin Sequoia Juye Equity Investment Centre (L.P.) holding two (2) and all the other Parties holding the remaining seven (7) originals.

 

10.2                        The formation, effectiveness, performance, amendment, interpretation and termination of this Agreement shall be governed by the PRC laws.

 

10.3                        Any dispute arising out of or in connection with this Agreement shall be resolved by the Parties through consultation. In the event the Parties fail to agree with each other within thirty (30) days after the dispute arises, the dispute shall be submitted to Shanghai International Economic and Trade Arbitration Commission for arbitration in Shanghai in accordance with the arbitration rules thereof effective at the submission of the application for arbitration. The arbitration award shall be final and binding upon the Parties.

 

10.4                        None of the rights, powers or remedies granted to each of the Parties by any provision of this Agreement shall preclude any other rights, powers or remedies that such Party is entitled to under the laws and under any other provisions of this Agreement, nor shall any Party’s exercise of any of its rights, powers or remedies preclude its exercise of any other rights, powers or remedies that it is entitled to.

 

10.5                        A Party’s failure or delay in exercising any of its rights, powers or remedies that it is entitled to under this Agreement or under the laws (the “Available Rights”) shall not constitute its waiver of such rights, nor shall any single or partial waiver of any Available Rights by a Party preclude its exercise of those rights in another manner or its exercise of any other Available Rights.

 

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10.6                        The taxes and legal expenses and costs to be undertaken by one or more Parties hereto according to express requirements of applicable law in connection with the transactions hereunder shall be fully reimbursed by the WFOE to such Party or Parties.

 

10.7                        The headings in this Agreement are written for the ease of reference only, and in no event, shall be used for, or affect, the interpretation to this Agreement.

 

10.8                        Each provision herein is separable and independent from all other provisions herein. If any one provision or more provisions of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality and enforceability of other provisions herein shall not be affected.

 

10.9                        Any amendment or supplement hereto shall be made in writing and shall not become effective until its due execution by the Parties hereto.

 

10.10                 Without the prior written consent of each other Party, no Party may transfer any of its rights and/or obligations hereunder to any third party.

 

10.11                 This Agreement shall be binding on the legal successors of the Parties.

 

[INTENTIONALLY LEFT BLANK BELOW]

 

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IN WITNESS THEREOF, this Agreement has been signed by the Parties as of the date first written above.

 

 

	
ZTO Express   Co., Ltd.
    
	
 
    
	
(seal)
    
	
 
    
	
(Company seal: /s/ZTO Express Co., Ltd.)
    
	
 
    
	
By:
    	
/s/Meisong Lai
    	
 
    
	
 
    
	
Name: Meisong   Lai
    
	
 
    
	
Title: Legal   Representative
    


 

 

	
Shanghai Zhongtongji   Network Technology Co., Ltd.
    
	
 
    
	
(seal)
    
	
 
    
	
(Company seal: /s/Shanghai Zhongtongji Network   Technology Co., Ltd.)
    
	
 
    
	
By:
    	
/s/Meisong Lai
    	
 
    
	
 
    
	
Name: Meisong   Lai
    
	
 
    
	
Title: Legal   Representative
    


 











 

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Meisong Lai

 

 

	
Signature:
    	
/s/Meisong Lai
    	
 
    


 











 

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Jianfa Lai
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Jianfa Lai
    	
 
    
			


 











 

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Jilei Wang
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Jilei Wang
    	
 
    
			


 











 

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Xiangliang Hu
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Xiangliang Hu
    	
 
    
			


 











 

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Shunchang Zhang
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Shunchang Zhang
    	
 
    
			


 











 

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Xuebing Shang
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Xuebing Shang
    	
 
    
			


 











 

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Feixiang Qiu
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Feixiang Qiu
    	
 
    
			


 











 

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Baixi Lan
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Baixi Lan
    	
 
    
			


 









 

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Feng Meng
    
	
 
    
	
 
    
	
Signature:
    	
/s/Feng Meng
    	
 
    


 











 

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Hongjun Xu
    
	
 
    
	
 
    
	
Signature:
    	
/s/Hongjun Xu
    	
 
    


 











 

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Yaoren Zhang
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Yaoren Zhang
    	
 
    
			


 











 

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Lemou Wu
    
	
 
    
	
 
    
	
Signature:
    	
/s/Lemou Wu
    	
 
    


 











 

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Jianying Teng
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Jianying Teng
    	
 
    
			


 











 

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Baozhen Li
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Baozhen Li
    	
 
    
			


 











 

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Shumin Ma
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Shumin Ma
    	
 
    
			


 











 

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Wei Wang
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Wei Wang
    	
 
    
			


 











 

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Jianchang Lai
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Jianchang Lai
    	
 
    
			


 











 

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Mingsong Lai
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Mingsong Lai
    	
 
    
			


 









 

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Senliang Wang
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Senliang Wang
    	
 
    
			


 











 

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Youwang Zeng
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Youwang Zeng
    	
 
    
			


 











 

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Zongrui Hong
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Zongrui Hong
    	
 
    
			


 











 

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Lijun Huang
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Lijun Huang
    	
 
    
			


 











 

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Zhiming Lin
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Zhiming Lin
    	
 
    
			


 











 

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Rui Wang
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Rui Wang
    	
 
    
			


 











 

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Dianyuan Ren
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Dianyuan Ren
    	
 
    
			


 











 

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Minye Xu
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Minye Xu
    	
 
    
			


 











 

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Ziwen Chen
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Ziwen Chen
    	
 
    
			


 











 

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Shunfeng Chen
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Shunfeng Chen
    	
 
    
			


 









 

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Fushan Cui
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Fushan Cui
    	
 
    
			


 











 

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Jian Zhang
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Jian Zhang
    	
 
    
			


 











 

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Shunmei Pan
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Shunmei Pan
    	
 
    
			


 











 

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Xiaoliang Yuan
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Xiaoliang Yuan
    	
 
    
			


 











 

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Haifeng Zhou
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Haifeng Zhou
    	
 
    
			


 











 

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Jiangxiu Xi
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Jiangxiu Xi
    	
 
    
			


 











 

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Kunman Xiao
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Kunman Xiao
    	
 
    
			


 











 

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Weijun Yao
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Weijun Yao
    	
 
    
			


 











 

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Bo Yang
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Bo Yang
    	
 
    
			


 











 

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Genfu Zhu
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Genfu Zhu
    	
 
    
			


 









 

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Jian Zhang
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Jian Zhang
    	
 
    
			


 











 

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Yongfang Pan
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signature:
    	
/s/Yongfang Pan
    	
 
    
			


 











 

Beijing Sequoia Xinyuan Equity Investment Center (L.P.)
  (seal)

 

(Company seal: /s/ Beijing Sequoia Xinyuan Equity Investment Center (L.P.))

 

Tianjin Sequoia Juye Equity Investment Centre (L.P.)
  (seal)

 

(Company seal: /s/ Tianjin Sequoia Juye Equity Investment Partnership (L.P.))

 

Beijng Wudao Technology Investment Management Co., Ltd.
 (seal)

 

(Company seal: /s/ Beijng Wudao Technology Investment Management Co., Ltd.)

 

	
By: 
    	
/s/Yi Sun
    	
 
    
	
Name: Yi Sun
    	
 
    
	
Title: Legal Representative
    	
 
    


 











 

Appendix 1:

 

Basic Information of the Company

 

Company Name: ZTO Express Co., Ltd.

 

Shareholding structure:

 

	
No.
    	
 
    	
Name of Shareholder
    	
 
    	
Number of
   Shares/Contribution to
   Company Registered Capital
    	
 
    	
Shareholding
   Percentage
    	
 
    
	
1
    	
 
    	
Meisong Lai
    	
 
    	
206,100,000
    	
 
    	
34.35
    	
%
    
	
2
    	
 
    	
Jianfa Lai
    	
 
    	
72,000,000
    	
 
    	
12.00
    	
%
    
	
3
    	
 
    	
Jilei Wang
    	
 
    	
60,000,000
    	
 
    	
10.00
    	
%
    
	
4
    	
 
    	
Xiangliang Hu
    	
 
    	
42,300,000
    	
 
    	
7.05
    	
%
    
	
5
    	
 
    	
Shunchang Zhang
    	
 
    	
36,000,000
    	
 
    	
6.00
    	
%
    
	
6
    	
 
    	
Xuebing Shang
    	
 
    	
26,400,000
    	
 
    	
4.40
    	
%
    
	
7
    	
 
    	
Feixiang Qiu
    	
 
    	
18,000,000
    	
 
    	
3.00
    	
%
    
	
8
    	
 
    	
Baixi Lan
    	
 
    	
8,400,000
    	
 
    	
1.40
    	
%
    
	
9
    	
 
    	
Feng Meng
    	
 
    	
6,000,000
    	
 
    	
1.00
    	
%
    
	
10
    	
 
    	
Hongjun Xu
    	
 
    	
3,529,860
    	
 
    	
0.59
    	
%
    
	
11
    	
 
    	
Yaoren Zhang
    	
 
    	
6,000,000
    	
 
    	
1.00
    	
%
    


 











 

	
12
    	
 
    	
Beijing Sequoia Xinyuan   Equity Investment Center (L.P.)
    	
 
    	
24,000,000
    	
 
    	
4.00
    	
%
    
	
13
    	
 
    	
Tianjin Sequoia Juye   Equity Investment Centre (L.P.)
    	
 
    	
12,000,000
    	
 
    	
2.00
    	
%
    
	
14
    	
 
    	
Lemou Wu
    	
 
    	
16,762,050
    	
 
    	
2.79
    	
%
    
	
15
    	
 
    	
Jianying Teng
    	
 
    	
30,143,462
    	
 
    	
5.02
    	
%
    
	
16
    	
 
    	
Baozhen Li
    	
 
    	
3,202,746
    	
 
    	
0.53
    	
%
    
	
17
    	
 
    	
Shumin Ma
    	
 
    	
2,313,492
    	
 
    	
0.39
    	
%
    
	
18
    	
 
    	
Wei Wang
    	
 
    	
1,568,250
    	
 
    	
0.26
    	
%
    
	
19
    	
 
    	
Jianchang Lai
    	
 
    	
6,330,000
    	
 
    	
1.06
    	
%
    
	
20
    	
 
    	
Mingsong Lai
    	
 
    	
6,250,000
    	
 
    	
1.04
    	
%
    
	
21
    	
 
    	
Senliang Wang
    	
 
    	
2,960,088
    	
 
    	
0.49
    	
%
    
	
22
    	
 
    	
Youwang Zeng
    	
 
    	
1,480,044
    	
 
    	
0.25
    	
%
    
	
23
    	
 
    	
Zongrui Hong
    	
 
    	
903,900
    	
 
    	
0.15
    	
%
    
	
24
    	
 
    	
Lijun Huang
    	
 
    	
259,986
    	
 
    	
0.04
    	
%
    
	
25
    	
 
    	
Zhiming Lin
    	
 
    	
259,986
    	
 
    	
0.04
    	
%
    


 











 

	
26
    	
 
    	
Rui Wang
    	
 
    	
609,006
    	
 
    	
0.10
    	
%
    
	
27
    	
 
    	
Dianyuan Ren
    	
 
    	
470,820
    	
 
    	
0.08
    	
%
    
	
28
    	
 
    	
Minye Xu
    	
 
    	
689,868
    	
 
    	
0.11
    	
%
    
	
29
    	
 
    	
Ziwen Chen
    	
 
    	
410,610
    	
 
    	
0.07
    	
%
    
	
30
    	
 
    	
Shunfeng Chen
    	
 
    	
370,000
    	
 
    	
0.06
    	
%
    
	
31
    	
 
    	
Fushan Cui
    	
 
    	
160,000
    	
 
    	
0.03
    	
%
    
	
32
    	
 
    	
Jian Zhang
    	
 
    	
160,000
    	
 
    	
0.03
    	
%
    
	
33
    	
 
    	
Shunmei Pan
    	
 
    	
150,000
    	
 
    	
0.03
    	
%
    
	
34
    	
 
    	
Xiaoliang Yuan
    	
 
    	
75,000
    	
 
    	
0.01
    	
%
    
	
35
    	
 
    	
Haifeng Zhou
    	
 
    	
450,000
    	
 
    	
0.08
    	
%
    
	
36
    	
 
    	
Jiangxiu Xi
    	
 
    	
550,000
    	
 
    	
0.09
    	
%
    
	
37
    	
 
    	
Kunman Xiao
    	
 
    	
940,000
    	
 
    	
0.16
    	
%
    
	
38
    	
 
    	
Weijun Yao
    	
 
    	
504,000
    	
 
    	
0.08
    	
%
    
	
39
    	
 
    	
Bo Yang
    	
 
    	
830,832
    	
 
    	
0.14
    	
%
    
	
40
    	
 
    	
Genfu Zhu
    	
 
    	
126,000
    	
 
    	
0.02
    	
%
    
	
41
    	
 
    	
Jian Zhang
    	
 
    	
165,000
    	
 
    	
0.03
    	
%
    


 











 

	
42
    	
 
    	
Yongfang Pan
    	
 
    	
165,000
    	
 
    	
0.03
    	
%
    
	
43
    	
 
    	
Beijng Wudao Technology   Investment Management Co., Ltd.
    	
 
    	
10,000
    	
 
    	
0.0017
    	
%
    
	
 
    	
 
    	
Total
    	
 
    	
600,000,000
    	
 
    	
100
    	
%